BIRMINGHAM, Ala.--(BUSINESS WIRE)--Books-A-Million, Inc. (NASDAQ:BAMM) (the “Company”), announced today that its Special Committee of independent directors (the “Special Committee”) consisting of Edward W. Wilhelm (chair) and Ronald J. Domanico has retained Houlihan Lokey as its financial advisor.
The Special Committee will, among other things, consider the proposal made on January 29, 2015 by Clyde B. Anderson, Executive Chairman of the Company, and members of his family to purchase all outstanding shares of common stock of the Company not currently owned by them at a cash purchase price of $2.75 per share (the “Proposal”), and any alternatives thereto.
The Board of Directors cautions the Company’s shareholders and others considering trading in its securities that the Board of Directors has only recently received the Proposal and neither the Board of Directors nor the Special Committee has made any decision regarding the Proposal or any alternatives thereto, and that the Board of Directors will not approve the Proposal without a favorable recommendation from the Special Committee. There can be no assurance that any definitive offer will be made or accepted, that any agreement will be executed or that any transaction contemplated in the Proposal or otherwise will be consummated.
This press release is not a solicitation of a proxy, an offer to purchase nor a solicitation of an offer to sell shares of the Company, nor is it a substitute for any proxy statement or filings that may be made with the Securities and Exchange Commission (“SEC”) should the proposed transaction move forward. If such documents are filed with the SEC, investors will be urged to thoroughly review and consider them, because they will contain important information including risk factors. Any such documents, once filed, will be available free of charge at the SEC’s website (www.sec.gov) and from the Company.
ABOUT BOOKS-A-MILLION, INC.
Books-A-Million, Inc. is one of the nation’s leading book retailers and sells on the Internet at www.booksamillion.com. The Company presently operates 257 stores in 32 states and the District of Columbia. The Company operates large superstores under the names Books-A-Million (BAM!), Books & Co. and 2nd & Charles and traditional bookstores operating under the names Bookland and Books-A-Million. Also included in the Company’s retail operations is the operation of Yogurt Mountain Holding, LLC, a retailer and franchisor of self-serve frozen yogurt stores with 42 locations. The Company also develops and manages commercial real estate investments through its subsidiary, Preferred Growth Properties. The common stock of Books-A-Million, Inc. is traded on the NASDAQ Global Select Market under the symbol BAMM. For more information, visit the Company’s corporate website at www.booksamillioninc.com.
This document contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that involve a number of risks and uncertainties. A number of factors could cause actual results, performance, achievements of the Company or industry results to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. These factors include, but are not limited to, the competitive environment in the book retail industry in general and in the Company's specific market area; inflation; economic conditions in general and in the Company's specific market areas; the number of store openings and closings; the profitability of certain product lines, capital expenditures and future liquidity; liability and other claims asserted against the Company; uncertainties related to the Internet and the Company's Internet initiative; and the impact of the availability of e-content and the e-reader market. In addition, such forward-looking statements are necessarily dependent upon assumptions, estimates and dates that may be incorrect or imprecise and involve known and unknown risks, uncertainties and other factors. Accordingly, any forward-looking statements included herein do not purport to be predictions of future events or circumstances and may not be realized. Given these uncertainties, stockholders and prospective investors are cautioned not to place undue reliance on such forward-looking statements. Please refer to the Company’s annual, quarterly and periodic reports on file with the SEC for a more detailed discussion of these and other risks that could cause results to differ materially. The Company disclaims any obligations to update any such factors or to publicly announce the results of any revisions to any of the forward-looking statements contained herein to reflect future events or developments.