Books-A-Million To Be Acquired By Anderson Family-Owned Entity

(RTTNews) - Books-A-Million Inc (BAMM) on Monday said it has signed a definitive agreement under which a newly organized entity owned by the Anderson Family, including Clyde Anderson, executive chairman of the company, and related persons and entities, will acquire the book retailer.

As per the terms of the deal, holders of the company's outstanding common shares, excluding the Anderson Family and related persons and entities, along with certain members of management who elect to rollover their shares, will receive $3.25 per share in cash. The total value of the deal is about $21 million.

The $3.25 per share price represents a premium of 93% over the trading price for common shares on January 29, the date on which the Anderson Family initially proposed to acquire the company; and a premium of 23% over the closing trading price on July 13.

The company's board formed a special committee of directors independent of the Anderson Family after the Anderson Family expressed its interest in a possible transaction last January.

The special committee concluded unanimously that the deal with the Anderson Family was fair and in the best interests of the company's public shareholders (other than the Anderson Family shareholders and members of management rolling over their shares to the purchasing entity).

Based on the unanimous recommendation of the special committee, the agreement was also approved unanimously by the other independent members of the board. Members of the Anderson Family did not participate in the deliberations of the special committee and recused themselves from the vote of the board.

Completion of the deal is subject to certain closing conditions, including obtaining shareholder approval and other customary conditions.

In addition, the closing of the merger is subject to a condition that the holders of a majority of all outstanding shares not held by the Anderson Family or by any director or executive officer of the company approve the merger.