Books-A-Million forms special committee to consider stock buyout proposal from chairman
Board cautions shareholders that it has only recently received the proposal and has not made a decision
BIRMINGHAM, Ala. – February 6, 2015 — Books-A-Million, Inc. announced today that its Board of Directors has appointed a Special Committee of independent directors (the “Special Committee”) consisting of Edward W. Wilhelm (chair) and Ronald J. Domanico. 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”).
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. 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.