In the back-and-forth between Ron Burkle and Barnes & Noble for shareholder votes it was Burkle’s turn today to defend his slate of board nominees (which includes himself) and charge B&N with making “misstatements and unfounded allegations” in its letter sent to shareholders last week. In particular, Burkle said he and his firm Yucaipa Companies are not working with Aletheia Research & Management to take control of the company and denied that the two firms worked in tandem to take control of A&P as B&N asserted.
The real issue in the election of directors is the favorable treatment the B&N board has shown Len Riggio and his family, Burkle’s letter sent to shareholders stated. By what it says is misrepresenting Its reasons for nominating three directors, the B&N board is “trying to protect the Riggios’ control of the Company by deflecting attention from the Company’s poor performance and the many related party transactions that have benefited the Riggio family,” the Burkle/Yucaipa letter says. By nominating three board candidates and looking to amend the B&N poison pill, Burkle said he is sending a message that all shareholders, not just the Riggio family, should be treated fairly.
Looking to refute B&N claims that Burkle is looking to take control of B&N without paying a premium, the letter asks why was Riggio allowed to acquire his stake in the company without paying a premium price. Burkle’s letter said the main objective in nominating independent shareholders is to make sure that the strategic review currently being carried out by a group of board members is done in the best interest of all shareholders. The process is currently deeply flawed, Burkle says, because by letting Riggio announce he is interested in the company, other bidders may be scared off. Burkle added that he believes selling B&N is the best way to maximize shareholder value.
