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April 24 – May 1, 2008 Edition
To Vote on Pershing
Square “Backstop Offer”
ANN ARBOR, MI/04/27/08Borders Group, Inc.(NYSE: BGP), in its upcoming annual shareholders meeting May 22, is expected to receive formal board approval for a purchase option offered in April by Pershing Share Capital Management, P.P. The offer is a backstop measure that will give Borders the right, but not the obligation, until January 15, 2009, to require Pershing Square’s purchase of the Company’s Paperchase, Australia, New Zealand and Singapore subsidiaries, as well as its approximately 17% interest in Bookshop Acquisitions, Inc. (Borders U.K.), according to a report filed with the SEC earlier this month.
Under the backstop agreement, Borders may elect to sell only Paperchase and and its interest in Bookshop Acquisitions (collectively, the "UK Business") alone or together with the company’s Singapore business.
Borders has agreed to use reasonable commercial efforts to find third party buyers for the company. Pershing Square has agreed not to interfere with a third-party sale until after December 15, 2008, or until January 15,2008 if borders has a definitive agreement pending with another buyer . Borders retains the right to sell all or part of the company to any third party. The company also can require Pershing Square to consummate its purchase transaction. Should the company sell to Pershing Square, it would first repay a $42.5 million loan to Pershing Square from the proceeds.
Borders’ three highest-paid executives in 2007 were: George L. Jones, President and Chief Executive Officer, $775,000 ($2.1 million with awards and options); Edward W. Wilhelm, Executive Vice President and CFO, $393,269 ($740,811 with awards and options); and Robert P. Gruen, Executive vice President of Merchandising and Marketing, $475,00 ($978,117 with awards and options). Jones received his entire annual award for 2007 in the form of stock options to align all of the value of his award with an increase in the value of the Company’s shares. Jones is heavily invested in Borders stocks at 414,971 shares, as is Wilhelm at 138,075 shares, according to the SEC report.
In the May 22 meeting, shareholders will vote on the proposal to approve the issuance of shares of the company’s common stock upon the exercise of warrants granted in connection with the financing agreement with Pershing Square Capital Management, L.P. The agreement was completed by the company in April and filed on form 8-K with the Securities and Exchange Commission on April 11, 2008. The annual meeting will begin at 11:30 a.m. Eastern at The Ritz-Carlton, 300 Town Center Drive, Dearborn, Mich.
Headquartered in Ann Arbor, Mich., Borders Group, Inc. is a $3.8 billion retailer of books, music and movies with more than 1,100 stores and over 30,000 employees worldwide.
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