Investigation Overview
May 01, 2012 (Shareholders Foundation) -- An investigation on behalf of investors in NASDAQ:BAMM shares was announced concerning whether the offer by Anderson family to take over Books-A-Million, Inc. (NASDAQ:BAMM at $3.05 per share and the takeover process are unfair to investors in NASDAQ:BAMM shares.
The investigation by a law firm concerns whether certain officers and directors of Books-A-Million, Inc. breach their fiduciary duties owed to NASDAQ:BAMM investors in connection with the proposed acquisition.
On Monday, April 30, 2012, Books-A-Million, Inc. announced that the Anderson family has made a non-binding proposal to acquire all of the outstanding publicly-held shares of the common stock of Books-A-Million, Inc. (NASDAQ: BAMM). According to the proposal, public shareholders would receive $3.05 per share in cash, representing a premium of approximately 20 percent over the closing price on April 27, 2012, and 13 percent over the average closing price of the Companys common stock for the past 90 trading days.
Following the takeover news shares of Books-A-Million, Inc. (NASDAQ:BAMM) jumped from $2.55 on Friday to $3.24 on Monday, April 30, 2012, thus well above the $3.05offer.
Additionally, NASDAQ:BAMM shares traded as recently as April 3 as high as $3.18 per share and in March 2012 as high as $3.53 per share, thus well above the current offer.
Furthermore, at least one analyst has set the high target price at $12 per share.
In addition, the Anderson family, including Mr. Anderson who is the Executive Chairman of the Company d other members of the Anderson family, currently directly or indirectly control shares of stock representing, in the aggregate, approximately 53 percent of the common stock of the Company.
Therefore the investigation for NASDAQ:BAMM investors concerns whether the proposed transaction is unfair to Books-A-Million stockholders. Specifically, the investigation focuses on whether the Books-A-Million Board of Directors undertook an adequate sales process, adequately shopped the company before entering into the transaction, maximized shareholder value by negotiating the best price, and acted in the shareholders' best interests in connection with the proposed sale.