Best Buy Agrees to Let Founder Schulze Conduct Due Diligence

Schulze can bring a fully financed, definitive proposal to the company within 60 days, and if that offer is rejected, he must wait until January to pursue an acquisition through other means, the Richfield, Minnesota-based company said today in a statement.

The agreement gives Schulze, 71, immediate access to financial data that may help him line up private-equity firms he needs to fund a takeover of the company he founded more than four decades ago and left in June. Talks between Schulze and Best Buy broke down on Aug. 19 and resumed two days later after the company posted quarterly earnings that trailed analysts’ estimates, a person familiar with the matter said last week.

“With access to company records, he can perform the due diligence that would be a condition of any potential private equity partner,” Michael Pachter, an analyst at Wedbush Securities in Los Angeles, said today in an e-mail. “He will have difficulty raising an additional $1 to $2 billion in equity from a partner, but without due diligence, his chances of raising that much in equity on blind faith were zero.”

Pachter rates Best Buy underperform, equivalent of a sell, and said Schulze has 20 percent to 30 percent odds of raising equity backing.

Best Buy rose 5.9 percent to $18.33 at 9:53 a.m. in New York. The shares had declined 26 percent through Aug. 24.

Board Seats

The board also will offer Schulze, who holds about 20 percent of the shares, control of two board seats, Best Buy said. Schulze would lose the opportunity to control those seats if he violates the standstill provisions of the agreement, the company said. Best Buy also agreed to waive a Minnesota takeover law that Schulze said was limiting his ability to line up private-equity investors and committed financing.

Schulze has offered to take Best Buy private for as much as $9.5 billion and said he would contribute at least $1 billion in equity to the deal.

Earlier in the negotiations, Best Buy had asked for a fully committed offer from Schulze within 60 days and stipulated that it remain in place for several months, people familiar with the matter have said. Schulze sought 90 days to obtain financing and didn’t want to incur millions of dollars in fees for keeping commitments together for an extended period, they said.

Lock-Up Period

Schulze was willing to agree to a five-month lock-UNNp with no restrictions on his ability to replace the board if it rejected his offer. Best Buy initially wanted an 18-month lock- up and later modified that to 12 months, before reducing that to four months with limits on Schulze’s ability to speak with Best Buy’s management or replacing the board, one of the people said.

The agreement announced today allows Schulze to make a second offer starting in January if the first proposal is rejected. The board would have 30 days to review the second bid before Schulze would have the opportunity to take it directly to shareholders at the company’s annual meeting or at a special meeting, Best Buy said.

If that offer fails, Schulze has agreed not to pursue an acquisition until the agreement expires in a year.

The sides’ law firms, Simpson Thacher & Bartlett LLP for Best Buy and Shearman & Sterling LLP for Schulze, were in talks before negotiations collapsed Aug. 19.

Along with the law firms, Goldman Sachs Group Inc. (GS) is negotiating for Best Buy and Credit Suisse Group AG (CSGN) for Schulze, said one of the people.


Best Buy on Aug. 20 named Hubert Joly as chief executive officer to oversee a turnaround plan that entails shifting to smaller locations in a bid to fend off Inc. and Wal- Mart Stores Inc. Joly, CEO of Carlson Cos., a Minneapolis-based operator of hotels, restaurants and a travel agency, will take over in September, replacing interim CEO Mike Mikan.

The next day, the company reported second-quarter profit that trailed analysts’ estimates and suspended providing an earnings forecast as sales of computers and televisions dropped.

Schulze has been recruiting executives and seeking the support of private-equity firms since resigning after the board found he failed to relay allegations that then-CEO Brian Dunn was having an inappropriate relationship with a female employee.

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