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Ron Burkle's (pictured left) gripes with Barnes & Noble Inc. (NYSE:BKS) founder, chairman and top shareholder Leonard Riggio (right) could very well be forgotten if the would-be buyer ponies up a high enough offer to provide the No. 2 shareholder with an attractive return.
In the latest round in its fight to modify Barnes & Noble's poison pill and replace Riggio and two other board members, Burkle's Los Angeles private equity firm Yucaipa Cos. LLC sent a letter to shareholders Monday warning that Riggio's "locked-in voting and stock ownership advantage under the poison pill, his influence over the board and the long history of board-approved related party transactions with the Riggios" could deter other parties from bidding on the big New York bookseller.
Riggio, with a 29.9% B&N stake -- well above the 20% that trigger the dilution of the current pill -- said earlier this month that he may consider participating in an investor group to buy the company.
Barnes & Noble's board last week urged shareholders to reject Yucaipa's proposal to raise its poison pill trigger to 30% from 20%, saying that would enable Yucaipa to join forces with its third-largest shareholder, Aletheia Research & Management Inc., to take control without paying a premium. Yucaipa's Monday letter dismissed these accusations as unfounded and said it does not plan to lob in a bid for B&N. Yucaipa then turned the tables and accused Riggio of trying to build a controlling stake without paying stockholders a controlling premium.
Despite his efforts to diffuse Riggio's power, some sources said Burkle might change his tune if the chairman's money is green enough. "If the price is right, that's all that really matters," said Morningstar Inc. (NASDAQ:MORN) analyst Peter Wahlstrom.
Gilbert Harrison, chairman and CEO of boutique investment bank Financo Inc., concurred, adding that Burkle's battle to block a Riggio bid will likely be "dependent on price."
But, Burkle, who built up Yucaipa's 19.6% B&N stake since late 2008 for between some $13 per share and just more than $20 per share, might not be satisfied with a bid from any party right now given that Barnes shares are hovering around $15.
With Yucaipa removing itself from the auction and a lack of strategic buyers, Burkle's best chance to sell his stake at a premium could be a takeout from what many have viewed as one of the more likely buyers: Riggio and his family. Maybe the activist should start playing nice with the B&N chair.
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