Richard Schulze is clear to pursue an acquisition of Best Buy after receiving the go-ahead to perform due diligence — a series of audits required before the acquisition process can move forward. Talks stalled last week when the company he founded announced its offer to permit due diligence was turned down, a claim that “shocked” Schulze, who says he believed talks were still going forward.
Schulze will have 60 days to put together an initial offer
One of the major sticking points between the parties had been the length of the standstill period Schulze would need to abide by before increasing his holdings in the company, for example in the case of a hostile takeover. Best Buy had originally wanted an 18-month standstill, which Schulze found “completely unacceptable” given that “value is eroding further every day.” The new agreement reduces that period to 12 months, and gives the founder 60 days from the start of due diligence to put together an offer. If it is rejected, Schulze will only have to hold off until January 2013 before trying again. If rejected a second time, he can make yet another offer at the company’s 2013 annual meeting (usually held in June or July) or at a special meeting.
Schulze is the biggest individual stakeholder in Best Buy, owning around 20 percent of the company’s stock, and the deal also gives him two seats on the board, awarded in proportion to his stake. Best Buy notes that “there is no guarantee that Mr. Schulze will be successful in arranging a potential offer,” a sentiment echoed by Michael Pachter of Wedbush Securities, who told The Financial Times, “we are not optimistic that a deal at around $25 will be completed without significant equity participation from a partner and we do not think he will find such a partner.”