Books-A-Million’s board of directors has formed a two-person special committee of independent directors to examine the proposal made by the Anderson family last week to acquire all the outstanding shares of the book retailer for $3.05 per share. The announcement comes as the offer comes under attack as undervalued from a number of different quarters.
Albert Johnson and J. Barry Mason were named to the committee and will be assisted by King & Spalding LLP as its legal counsel. The committee is also in the process of retaining financial advisors.
One shareholder that has come out against the offer is TradeLink Securities which says it has about a 1% stake in the company and said in a letter that it views the offer as insufficient and will vote against it. The Shareholder Foundation, meanwhile, reported that a BAM investor has filed a lawsuit against the board to block the takeover. According to the complaint, the plaintiff alleges that the defendants breached their fiduciary duties owed to BAM stockholders arising out of their attempt to sell BAM at an unfair price via an unfair process. In addition, a growing number of law firms have announced “investigations” into whether the bid is too low.
In its announcement about the formation of the committee, the BAM board cautioned “shareholders and others considering trading in its securities that the Board of Directors has only recently received the Proposal and no decisions have been made by the Board of Directors or the Special Committee with respect to the Proposal. There can be no assurance that any definitive offer will be made or accepted, that any agreement will be executed or that any transaction will be consummated.”