Books-A-Million Majority Owners Offer to Buy Whole Company

Books-A-Million executive chairman Clyde B. Anderson and his family, who directly and in trusts own 58.2% of the company's outstanding common stock, have made an offer to buy the rest of the company for $2.75 a share--or about $17.3 million. Their offer values the bookselling chain at almost $41.3 million. In a brief announcement of the offer, BAM said it "intends to promptly review the offer."

On Friday, after the offer became public, Books-A-Million stock rose 50.2%, to $2.52 a share, on extremely heavy volume.

The Andersons made the offer in a non-binding letter to the BAM board, in which they said, according to an SEC filing, that they would acquire the shares they don't own through "a newly formed acquisition vehicle" that they would control. The Andersons said they expect BAM to appoint a special committee of independent directors with its own legal and financial advisers to review the offer. The Andersons emphasized that they aren't interested in selling their shares to or merging with a third party.

Under the Books-A-Million, Books & Co., Bookland and 2nd & Charles names, Books-A-Million has 256 stores in 33 states and the District of Columbia and sells online at booksamillion.com. It also owns Yogurt Mountain, a retailer and franchisor of 43 self-serve frozen yogurt stores, and owns and operates several shopping centers through its Preferred Growth Properties subsidiary.

In April 2012, the Anderson family made a similar offer to buy the company, bidding $3.05 a share. At the time, it owned 53% of the company. In July 2012, the Anderson family withdrew its offer after meetings with the Books-A-Million board of directors and a special independent committee that had been set up to evaluate the offer.

As happened after the 2012 offer, on Friday, several law firms announced "investigations," citing concerns about whether the board is handling the proposal correctly and acting in the interests of all shareholders.

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