Publishing/Writing: Insights, News, Intrigue


Barnes & Noble Sidesteps Hostile Takeover Bid…Again!

Barnes & Noble has been fighting a hostile takeover bid mounted by Ron Burkle back around the end of 2009. I posted on this intrigue and it’s background twice before (Fight Still on to Control Barnes & Noble and Barnes & Noble’s Fight for Control Moves to Round Two).

Well, the poison pill defense (more details below) put forth by B&N to prevent the takeover was successful in the Delaware lower courts…Mr. Burkle then appealed to the Delaware Supreme Court…and this court has just come down on the side of B&N, also…

Poof! Looks like goodbye to the hostile takeover. I wonder if Ron Burkle has any options left to gain control of our largest ‘brick-and-mortar’ bookseller? 

Besides wanting to post on this seemingly final decision RE this matter, I also wanted to explain a bit of just what a “poison pill” defense is.  

This from Publishers Weekly:

Court Rejects Burkle Appeal 

The Delaware Supreme Court has rejected an appeal by Ron Burkle in a lawsuit challenging a poison pill plan adopted by Barnes & Noble. Burkle filed the original suit this summer after B&N instituted the poison pill provision in response to Burkle significantly increasing his stake in the retailer. A judge last year upheld the provision, prompting Burkle’s appeal.
The court did not take long to rule for B&N in the appeal. After hearing arguments Wednesday, on Thursday the court affirmed the judge’s original decision. Friday morning there was no word on whether Burkle will continue to press the issue.
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Barnes & Noble’s Fight for Control Moves to Round Two

My 9 September 2010 post, Fight Still on to Control Barnes & Noble , introduced Mr. Ron Burkle, Chairman of the Yucaipa Investment Companies, and told of his attempt to have himself and two associates elected to B&N’s board of directors…against the desire of B&N’s company Chairman, Leonard Riggio, who fears for his control of the company.

Good stuff, eh?

Tonight we see this fight going into round two.

These details were reported by the Associated Press and carried in Crain’s New York Business:

ISS endorses Burkle slate in Barnes & Noble fight

Institutional Shareholders Services Inc. recommended shareholders vote for Mr. Burkle’s slate of three—including Mr. Burkle himself—to replace the three directors on the board.

A second proxy firm has weighed in on Barnes & Noble’s proxy fight with one of its largest shareholders, billionaire Ron Burkle, this time favoring Mr. Burkle’s slate of directors a week before shareholders meet and vote.

Institutional Shareholders Services Inc. said in a report Monday that shareholders should vote for Mr. Burkle’s slate of three—including Mr. Burkle himself—to replace the three directors up for election or re-election Sept. 28.

Last week, another proxy advisory firm, Glass Lewis & Co., recommended voting for Barnes & Noble’s slate of directors, which includes Chairman Leonard Riggio.

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Fight Still on to Control Barnes & Noble

Who said there was no intrigue in the publishing and bookselling industries? Phooey, it’s loaded!

Ron Burkle, Chairman of the Yucaipa Investment Companies (possibly a preditor group at times), owns a 19% share of B&N and wants to get himself and two associates on the B&N board of directors…But, B&N company Chairman, Leonard Riggio, wants to stay in control by limiting Burkle’s involvement and has been campaigning shareholders to beware of Mr. Burkle, who he believes is trying to seize control of the company.

Matthew Flamm has more details in this article from Crain’s New York Business:

The battle for Barnes & Noble just got noisier.

In a letter to shareholders on Thursday, the board of directors of the largest brick-and-mortar bookseller raised the volume on its shouting match with Ron Burkle, chairman of Yucaipa Cos., who is engaged in a proxy fight to put himself and two associates on the Barnes & Noble board.

“Don’t be fooled by Mr. Burkle,” the letter states, and urges shareholders to “stop what we believe is Burkle’s thinly veiled attempt to seize control of Barnes & Noble.”

It asks shareholders to support the board’s nominees, company Chairman Leonard Riggio, David Golden and David Wilson.

Mr. Burkle, who has a 19% stake in the bookseller and argues that its share price has been hurt by mismanagement, has been fighting Mr. Riggio for control of the company for most of the last year. He recently lost a court fight aimed at overturning a poison pill provision that has kept his stake from going above 20%.

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