MINNEAPOLIS — Richard Schulze has moved one step closer to achieving his goal of acquiring Best Buy. The company has agreed to let its founder and former chairman access to certain due diligence information and form an invesment group so that he may continue his efforts to attempt to buy the company.
Best Buy stated that the agreement establishes a non-exclusive, orderly process which satisfies the requests made by Schulze, while at the same time protecting the interests of all shareholders. In turn, Schulze said he was pleased with the agreement as well.
Under the terms of the agreement, Schulze, his advisors, potential investors and debt financing sources will have the opportunity to make a fully-financed proposal within 60 days after the due dilegence period begins. In additon, the agreement allows Schulze and his associates to bypass Minnesota law in order to present their proposal to the Best Buy board of directors.
If Best Buy rejects the proposal, Schulze has agreed not to pursue an acquisition until January 2013. However, if the first transaction proposal is rejected, Schulze would have the opportunity to present a second transaction proposal beginning in January 2013. The board of Best Buy would have 30 days to review the second transaction proposal before Schulze would have the opportunity to take an offer directly to shareholders at the 2013 annual meeting or at a special meeting. If Schulze is unsuccessful in getting his offers approved by the board or by the shareholders, then he has agreed not to pursue an acquisition until the expiration of the one year term of the agreement.
Best Buy has also agreed to give Schulze two board seats, so long as he does not violate the standstill provisions of the cooperation agreement.
Best Buy made it clear that there's no guarantee that Schulze would be successful in making an offer to acquire Best Buy or that the board would accept it.