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Best Buy Offers Due Diligence Plan To Richard Schulze; Schulze Declines

Best Buy Co., Inc. (NYSE: BBY) today announced that the Board of Directors offered an opportunity to founder Richard Schulze to conduct due diligence and pursue his expressed interest in acquiring outstanding shares in the company, but Mr. Schulze declined to participate.

On Friday, Aug. 17, the Board convened to evaluate Mr. Schulze’s indication of interest in the company. The Board authorized its advisers to initiate discussions with Mr. Schulze on a cooperation agreement that would establish an orderly process under which Mr. Schulze would both gain access to certain financial, operational and legal information and be able to move forward with discussions with private equity partners and debt financing sources, as he had requested.

Included in the proposal was a routine and customary request that Mr. Schulze agree to certain protections for Best Buy and its shareholders, with the goal of limiting outside distractions, in return for access to non-public information and the ability to form an investor group.

The Board proposal would have provided all of the following:
  • A waiver of Minnesota law, in order to provide Mr. Schulze the ability to work with his private equity partners to develop a definitive proposal for the outstanding shares of the company.
  • Due diligence access for Mr. Schulze to the Company’s non-public information.
  • Due diligence access for Mr. Schulze’s private equity partners.
  • Due diligence access for Mr. Schulze’s advisers and debt-financing sources.
  • An opportunity to bring forward a fully financed proposal within 60 days.

The board proposals were offered in good faith, consistent with the board’s fiduciary duties to all shareholders and its commitment to good governance practices.

The board endorsed declassification and established an independent search process for a permanent Chief Executive Officer, following the resignation of former CEO Brian Dunn.

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