MINNEAPOLIS (KMSP) -
Best Buy and founder and Richard Schulze say they have reached an agreement that will allow Schulze to form a private investment group to buy-out the company's shares.
News of the agreement sent Best Buy shares up more than 5 percent to $18.23 per share in Monday morning trading.
Schulze already owns 20 percent of Best Buy's stock. Earlier this month, the former chairman offered $24 to $26 per share.
Best Buy said the agreement establishes a non-exclusive, orderly process which satisfies the requests made by Schulze, while at the same time protecting the interests of all shareholders. Schulze said he was pleased that an agreement was reached which will allow him to conduct the due diligence he had sought.
Schulze rejected initial terms for the acquisition, saying a company requirement that he forgo taking any offer directly to shareholder for 18 months is unacceptable.
The agreement, which will be filed with the SEC, provides the following:
- Immediate due diligence access to non-public Company information for Schulze, his advisers, potential private equity partners and debt financing sources.
- An opportunity to bring forward a fully financed definitive proposal within 60 days after the due diligence period begins, which period may be extended in certain circumstances.
- A waiver of Minnesota law in order to allow Schulze to work with his private equity partners to develop a definitive proposal to be presented to the Board of Directors of Best Buy.
If Best Buy's the board of directors rejects the proposed deal, Schulze has agreed not to pursue an acquisition until January 2013.
But if the first deal is rejected, Schulze could present a second proposal in January 2013, which the board would have 30 days to review before it could be taken directly to shareholders at the 2013 annual meeting or a special meeting.
