Books-A-Million has agreed to be purchased by executive chairman Clyde Anderson and his family--who already own or control 58.2% of the company--in a transaction valued at about $21 million, BAM announced yesterday.
Under the deal, shareholders will receive $3.25 per share in cash, which is 23% higher than its closing price yesterday of $2.64, and 93% higher than the stock's trading price on January 29, when the Anderson Family initially proposed buying the company for $2.75 a share.
The transaction will be financed through a combination of the contributions of the BAM shares owned by the Anderson family and any management rollover participants and borrowings of approximately $21 million under the company's existing credit facilities.
After the initial offer in January, BAM formed a special committee of directors independent of the Andersons to decide if the proposal was "the best option for stockholders other than the Anderson family, and if so to negotiate its terms." That special committee unanimously approved the sale, which was approved by the full board (family members did not vote).
Clyde Anderson commented: "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."
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.
Under the Books-A-Million, Books & Co., Bookland and 2nd & Charles names, Books-A-Million has 255 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 42 self-serve frozen yogurt stores, and owns and operates several shopping centers through its Preferred Growth Properties subsidiary. The companies roots go back to 1917; it went public in 1992.