Books-A-Million — Merger or Acquisition (November 2015)
15 slides from Books-A-Million's merger presentation, Nov 4, 2015
Slide 1: Books-A-Million Employee Shareholder Presentation
Books-A-Million Employee Shareholder Presentation
Slide 2: Agenda
Agenda Summary The Merger Public vs. Private Company Governance Strategic Rationale Impact of Being a Public Company FAQ’s
Slide 3: Summary
Summary The go-private merger will directly affect shareholders of the company, and all shareholders are being asked to consider and vote upon the go-private merger. The $3.25/share offer is a 93% premium to the price prior to the public announcement of the offer on January 29, 2015 and a 23% premiu
Slide 4: Summary: Special Shareholder Meeting
Summary The special shareholder meeting is scheduled for December 8, 2015 at West Park at 9:00 AM. Shortly thereafter, the merger will be finalized if sufficient shares are voted in favor of the merger. If you have additional questions contact the proxy solicitor: Okapi Partners, LLC (855) 305-0855
Slide 5: Merger Transaction Summary
Merger Transaction Summary The Purchaser Group, led by Clyde Anderson, Books-A-Million Executive Chairman, and including other members of the Anderson Family as well as senior management, has agreed to purchase all outstanding shares (not owned by the Purchaser Group) for $3.25/share. The $3.25 purc
Slide 6: What is Being Voted on
What is Being Voted on ..... Adoption of the Merger Agreement; A non-binding advisory proposal; and A proposal to adjourn the meeting if needed to solicit additional proxies. Note: See the Company’s Proxy filing as www.sec.gov for more information on the proposal, merger agreement and items for shar
Slide 7: Public vs. Private Governance
Public vs. Private Governance - Public Company - Shares are purchased or sold on a public exchange (Nasdaq). The company is subject to SEC/Nasdaq reporting and corporate governance requirements. Has access to public debt and equity markets. - Private Company - Shares are not freely tradable on the p
Slide 8: Strategic Rationale
Strategic Rationale The Anderson Family has controlled BAMM for almost 100 years and wants to do what is best for BAMM while being fair to public shareholders. There are risks and uncertainties associated with the near-term prospects of BAMM in light of the ongoing decline and continuing challenges
Slide 9: Books-A-Million Historical Stock Price
Books-A-Million Historical Stock Price .... Borders files for bankruptcy Borders conversion store openings $3.05 Private offer announced $3.05 Private offer rescinded Share repurchase program initiated Real Estate Segment reporting $2.75 Merger Proposal $3.25 Merger Agreement ... has primarily been
Slide 10: The Company Incurs High Costs But Lacks Public Company Characteristics
The Company Incurs High Costs But Lacks Public Company Characteristics to Make the Investment Worthwhile - Annual Incurred Costs - - Stock Characteristics - Quarterly/Annual SEC Reporting Requirements: Up to 2-3 weeks per quarter of executive management time More auditor risk and scrutiny driving up
Slide 11: Frequently Asked Questions
Frequently Asked Questions .... How do I vote my shares? Voting instructions are contained in your proxy mailing. Proxy can be voted by telephone, online or via mail. What if I don’t vote my shares? A non-vote is considered a “NO” vote. Therefore, I urge all shareholders to vote their proxy so that
Slide 12: Frequently Asked Questions
Frequently Asked Questions .... Why is the shareholder vote needed if the Board approved the purchase? Delaware Law and the company’s bylaws require shareholder approval to authorize a “change of control” transaction. Where can I get additional information on the merger agreement or the company valu
Slide 13: Frequently Asked Questions
Frequently Asked Questions .... What happens if the merger is not consummated? Shareholders will not receive any payment for their shares. Instead, BAMM will remain a public company and BAMM stock will continue to be listed and traded on the NASDAQ. Certain expenses may be payable by or to BAMM if t
Slide 14: Important Information For Investors and Shareholders
Important Information For Investors and Shareholders This presentation does not constitute a solicitation of any vote or approval. The proposed transaction has been submitted to the Company’s stockholders for their consideration. In connection with the transaction, the Company has filed relevant mat
Slide 15: Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995
SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 This document, including the documents incorporated by reference herein, contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Sp
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