Harbinger Group Inc. (“HRG”) today released its most recent letter that it sent to the Board of Directors (“CENT Board”) of Central Garden & Pet Company (“CENT”) on June 16, 2014. As outlined in such letter (a copy of which is provided below), HRG is offering to acquire, directly or through one of its affiliates, all of CENT for $10.00 in cash per share of Common Stock, Class A Common Stock and Class B stock, representing a 27.5% premium over the Company’s unaffected Common Stock price of $7.84 at the close of business on June 6 (the last trading day before HRG publicly released its previous letter to CENT), or alternatively to acquire CENT’s Pet Segment for $750 million in cash. HRG also indicated that it may be able to further increase the value of its current proposals if the CENT Board engages in a constructive dialogue and grants access to customary diligence materials.
In addition to its previous letter sent to the CENT Board on June 9, 2014, HRG has repeatedly attempted to communicate with the CENT Board regarding the opportunity to create value from a potential transaction with CENT, including offering to meet in person with the Chairman of the Board. To date, the CENT Board and management have been unresponsive. In light of HRG’s desire to commence meaningful dialogue with the CENT Board and management team, and the complete lack of response from CENT, HRG is making its most recent letter public.
Based on reactions of other CENT shareholders in response to its previous letter of June 9th, HRG believes that there is wide and emphatic support for the CENT Board to engage with HRG and consider its proposals.
HRG believes that the CENT Board should impartially assess HRG's proposal and determine the course of action that is in the best interest of all of the Company’s stockholders and not only in the best interest of Mr. Brown. Accordingly, as a minority shareholder, HRG urges the CENT independent directors to promptly form a special committee of the CENT Board and retain legal and financial advisors who are independent and do not have a long standing relationships with the Company or Mr. Brown. HRG believes that the formation of a special committee and retention of independent advisors is an important first step in the CENT Board fulfilling its fiduciary obligations to all of its stockholders.