In what could be the last statement in the Barnes & Noble proxy fight, the company issued a press release late Monday morning stating that the assertions made by Yucaipa early in the day that B&N chairman Len Riggio is in a position to block any potential bids for the retailer false and misleading. In urging shareholders to vote for its three nominees, Yucaipa argued that to make sure the strategic review was conducted in independent way, shareholders should vote its candidates. The letter said B&N chairman Len Riggio, if re-elected to the board, would be in a position to make a low-ball bid for the company and block any other offers.
In its rebuttal, B&N said the B&N special committee is made up of four independent board members (something the Delaware Chancery Court agreed with) and that “numerous potential bidders are already participating in the strategic alternatives review process.” Yucaipa’s Ron Burkle “is trying to subvert this independent process by installing two hand-picked representatives on the Special Committee, each of whom he is paying $100,000.,” B&N said. The company, which has said that Burkle is trying to take over the company without paying a premium, added that in its proxy statement, Burkle states that if elected to the board, “Stephen F. Bollenbach and Michael S. McQuary should immediately be appointed to the Strategic Alternatives Special Committee.” This is proof, B&N said “that Mr. Burkle’s real objective is to gain control of Barnes & Noble without paying shareholders a premium.”
