Books-A-Million's board of directors has formed a special committee of two independent directors to evaluate the offer by chairman Clyde B. Anderson and his family to buy the company for $3.05 per share. The committee members, Albert C. Johnson and J. Barry Mason, have hired King & Spalding as legal counsel and are hiring financial advisors. Johnson is a CPA, financial consultant, a former Arthur Anderson partner and is an independent board member at Hibbett Sports; Mason is a former banker and a dean and business professor at the University of Alabama.
When the Anderson family bid was made, the offer was 20% higher than BAM's share price and valued the company at $48.8 million (Shelf Awareness, May 1, 2012). Since then, the stock has risen to the offer price and closed yesterday at $3.09. The Anderson family owns about 53% of the company.
In the days after the Anderson family offer, several law firms announced "investigations," citing concerns about whether the board is handling the proposal correctly and acting in the interests of all shareholders. Several shareholders have also complained about the offer.