(CN) - Shareholders claim in a class action that the majority owners of Books-A-Million, the Anderson family, seek to wholly acquire the company for an allegedly unfair price of $48.8 million.
Bartholomew Mueller filed a class action against Books-A-Million Inc., its Board of Directors, and Anderson BAMM Holdings in Delaware.
Books-A-Million claims to be the second largest bricks and mortar book retailer in the United States, operating over 200 stores in 31 states. Clyde Anderson and other members of the Anderson family directly or indirectly control approximately 53 percent of the company's common stock, according to the complaint.
Mueller claims that "on April 30, 2012, the company announced that ... Clyde Anderson and his family offered to acquire all of the outstanding shares of common stock of Books-A-Million not currently owned by them and their affiliates in a going private transaction for $3.05 per share in cash."
"The $3.05 consideration offered in the proposal is inadequate. According to Yahoo! Finance, at least one analyst has set a target price of $12.00 per share. The $3.05 offering price also represents a negative premium to the Company's 52-week high of $4.70, and is significantly less than the book value that the Company reported in the most recent quarter of $7.28 per share. The Proposal is an attempt by Clyde Anderson and his family to aggrandize their own financial positions and interests at the expense of and to the detriment of Class members."
According to a Books-A-Million press release, the $3.05 per share price is a premium of 20 percent over the company's closing share price on April 27, 2012. The proposal values the company at $48.8 million.
Mueller contends that, "not only have the individual defendants failed to shop Books-A-Million in an effort to obtain the best price for the company's shareholders, but Clyde Anderson and his family have vocalized their opposition to such a process. In his proposal letter to the Board dated April 28, 2012, Clyde Anderson stated that, '[w]e are not at this time interested in giving any renewed consideration to a sale of our shares in the company to a third party or any merger or other strategic transaction involving any third party and do not intend to vote in our capacity as shareholders in favor of any such transaction.'"
The class is represented by Brian Long of Rigrodsky & Long.