Daily News: August 28, 2012

Best Buy Founder Gets OK to Pursue Purchase


Best Buy and founder Richard Schulze announced that they have reached an agreement under which Schulze will be granted access to certain due diligence information and permission to form an investment group with private equity sponsors in furtherance of making a fully financed proposal to acquire the company.

Best Buy said the agreement establishes a non-exclusive, orderly process which satisfies the requests made by Schulze, while at the same time protecting the interests of all shareholders.

Schulze said he was pleased that an agreement was reached which will allow him to conduct the due diligence he had sought.

The agreement, which will be filed with the SEC as part of Schulze’s updated 13-D filing, provides the following:

  • Immediate due diligence access to non-public Company information for Schulze, his advisors, potential private equity partners and debt financing sources;

  • An opportunity to bring forward a fully financed definitive proposal within 60 days after the due diligence period begins, which period may be extended in certain circumstances; and

  • A waiver of Minnesota law in order to allow Schulze to work with his private equity partners to develop a definitive proposal to be presented to the board of directors of Best Buy.

    If a transaction is proposed and the board of directors rejects such proposal, Schulze has agreed not to pursue an acquisition until January 2013. However, if the first transaction proposal is rejected, Schulze would have the opportunity to present a second transaction proposal beginning in January 2013. The board of Best Buy would have 30 days to review the second transaction proposal before Schulze would have the opportunity to take an offer directly to shareholders at the 2013 annual meeting or at a special meeting. If Mr. Schulze is unsuccessful in getting his offers approved by the Board or by the shareholders, then he has agreed not to pursue an acquisition until the expiration of the one-year term of the agreement.

    The board has also committed to offer Schulze two Board seats, proportionate to his share ownership.

    Previously on abfjournal.com:

    Best Buy Appoints Turnaround Specialist Joly CEO, Tuesday, August 21, 2012