The company’s board of directors formed a special committee in January 2015 after the Anderson family offered to buy the company for $2.75 a share in cash. According to a Schedule 13D/a filed on Monday, the Anderson family and several other reporting entities own about 58% of Books-A-Million shares, unchanged from the filing made in January.
The acquisition of the bookstore chain is sure to spawn at least a handful of lawsuits alleging that the sales price is too low. The only other 5% owner is Dimensional Fund Advisors, which owns about 856,000 shares.
Clyde Anderson said:
We believe the transaction is a positive result for everyone, most importantly the Company’s shareholders. The Special Committee and its advisors have done a thorough job to assure that all terms and conditions are arms’ length, and we are pleased to have come to a fair and balanced agreement.
The transaction will be financed through a combination of the contributions of the company’s shares owned by the Anderson Family and any management rollover participants and borrowings of approximately $21 million under the company’s existing credit facilities.
Completion of the transaction is subject to certain closing conditions, including obtaining shareholder approval and other customary conditions. In addition, the closing of the merger is subject to a condition that the holders of a majority of all outstanding shares not held by the Anderson Family or by any director or executive officer of the company approve the merger.
Shares traded up more than 20% in the early afternoon Tuesday, at $3.17 in a 52-week range of $1.39 to $3.39. Only an average of around 13,000 shares a day change hands, and the highest price Tuesday was about $3.22 per share.