(Menlo Park,
CA) Bay Capital Finance, LLC reports that
it manages hundreds of millions of dollars in assets. Additionally, this private investment fund
specializes in the following sectors of the economy; securities, real estate, operating
companies and other types of assets. The
goal of the investment, is long term value creation. In order to accomplish this goal, Bay Capital
Finance, LLC opportunistically deploys its capital, and, its investment
management expertise. For the most part,
undervalued assets receive the most attention.
Recently, Bay Capital Finance, LLC announced that, its investment
management expertise stays vigilant and watches things. Specifically, the aforementioned private
investment fund revealed that, it has filed a lawsuit against Barnes &
Noble Education, Inc. The rationale, is
that the Barnes & Noble’s Board of Directors has rejected several efforts
to be acquired by, Bay Capital Finance, LLC.
Bay
Capital Finance, LLC through its several attempted efforts to acquire, Barnes
& Noble Education, Inc., did offer generous and all cash money premiums as
payment. Additionally, the several
attempts started in February of the year 2019.
However and starting the story, all over again. Bay Capital Finance, LLC owns 25,000 shares
of Barnes and Noble’s common stock.
Since the efforts to acquire Barnes and Noble Education, Inc.
(NYSE: BNED), the common stock has lost
almost 40% of its value. As a
stockholder, Bay Capital Finance, LLC attempted to nominate five candidates, to
Barnes and Noble’s Board of Directors. The
election is, or was, scheduled to take place at the Barnes and Noble’s 2019
Annual Investor Meeting. Regrettably,
the current board of directors, rejected the nominations. Additionally, the current board of directors
cited that, Bay Capital Finance, LLC is not a stockholder. In turn, Bay Capital Finance, LLC considers
the aforementioned to be bold, entrenchment efforts. The lawsuit in the State of Delaware,
U.S.A., is
centered on the bold entrenchment efforts.
Additionally, the argument of disenfranchising Bay Capital Finance, LLC
from its stockholder rights, is also being used. Furthermore; as part of the lawsuit, there is
an offer to acquire, Barnes and Noble Education, Inc. through, an all cash money
payment. The amount is equal to $4.50
USD, for each share of issued common stock.
Finally, for Barnes and Noble’s 2019 Annual Investor Meeting; Bay
Capital Finance, LLC is going to file a preliminary proxy statement, along
with, an accompanying white proxy card with the Securities and Exchange
Commission (SEC). The goal of the
effort, is to be able, to vote on the candidates that were previously rejected,
or, denied the voting process.
To
end, Bay Capital Finance, LLC has its headquarters office in Menlo
Park, California U.S.A. Additionally, it also maintains offices in Los
Angeles, and, New York City. The aforementioned business did release a
press statement. Sunil Suri is the
Founder, Managing Partner and the Principal of Bay Capital Finance, LLC. Through a press statement, Mr. Suri said the
following. In the press statement,
Barnes & Noble Education, Inc. is referred to as, BNED. “We are perplexed by the Company’s refusal to
privately engage in good faith negotiations with us regarding several proposals
we have made over the past six months to acquire all of the Company’s
outstanding equity at a significant premium—a highly compelling value
proposition for stockholders. Even more
puzzling is the Company’s rationale that it is not in the best interests of
BNED and its stockholders to pursue such proposal because Bay Capital’s
proposal ‘fails to recognize the value of BNED’s digital transformation
strategy to position the business to drive long-term growth.’ BNED’s shares have lost 40% of their value
since we delivered our first acquisition offer in early February. It is certainly not in the best interests of
the Company’s stockholders for the Board to continue to abdicate its
responsibilities and fiduciary duties in pursuit of a risky ‘digital
transformation’ while stockholder value deteriorates so precipitously. Had the Board simply acted in good faith and
entered into discussions with us back in early February around our first
acquisition proposal, BNED’s stockholders could have enjoyed a significant
premium to the then-$5.63 share price for their investment by now. Instead, they are now sitting with a share
price in the low-to-mid $3 per share range and a Board that seems more intent
on preserving its own positions than taking steps to maximize value for its
stockholders. The prolonged and
persistent destruction in the Company’s share price since our first proposal is
a stinging indictment of the Board and its rationale for rebuffing our attempts
to engage. It is truly unfortunate that
after submitting three separate offers to the Board, each of which was
summarily rejected, we are now also being disenfranchised and must resort to
court action to preserve our rights and the rights of the Company’s
stockholders to elect new Board members.”
Sunil Suri also said. “In our
letter to the Company on June 27, 2019, Bay Capital has proposed to acquire all
of the outstanding shares of common stock of the Company for $4.50 per share in
cash, a premium of more than 35% of the preceding ten day volume weighted
average share price. This offer
represents a significant premium and is an attractive opportunity to lock-in
certain value for stockholders before even more value is squandered under the
current Board’s watch. In sum, we
believe our proposal is a far superior alternative to the ongoing value
destruction under the current Board, and we are prepared to both complete our
due diligence and close such a transaction with no financing contingency within
90 days of being granted access to the Company.” Sunil Suri concluded his press statement, by
stating. “It’s time for BNED’s Board to
stop blocking opportunities for its stockholders to maximize the value of their
investment and engage with Bay Capital.
We are prepared to immediately dedicate the necessary resources to
quickly negotiate a definitive merger agreement and consummate a transaction if
we can find a willing partner in BNED.
We are deeply concerned for the sustenance of this power legacy brand
and believe that our fellow shareholders share our concern. We believe stockholders will agree with our
approach to protect and maximize the value of their investment, and that they
will think twice before entrusting the future of the Company to this Board.” As previously stated, Bay Capital Finance, LLC
recently announced that, its investment management expertise stays vigilant and
watches things. Specifically, the
aforementioned private investment fund revealed that, it has filed a lawsuit
against Barnes & Noble Education, Inc.
Lastly and the rationale, is that the Barnes & Noble’s Board of
Directors has rejected several efforts to be acquired by, Bay Capital Finance,
LLC.
###
Written from Press
Release
Registered Writer at
PR Newswire
Association, LLC
R-Berumen28
07/20/2019
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