3 Obstacles Before Best Buy Founder Can Take Firm Private

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Best Buy founder Richard Schulze has offered to buy his retail company for $8.2 to $8.9 billion but faces an uphill battle with the company's board in pitching his deal.

"There is no question that now is the moment of truth for Best Buy and that immediate and substantial changes are needed for the company to return to its market-leading ways," Schulze, 71, wrote in a public letter addressed to Best Buy's board on Monday. "After assessing all of my options, it is my strong belief that Best Buy's best chance for renewed success is to implement with urgency the necessary changes as a private company."

Schulze offered $24 to $26 per share to shareholders, which values the offer at $8.2 to $8.9 billion based on 342.8 million shares outstanding, according to investment firm Morningstar. Shares of the company traded around $19.79 late Monday morning, up almost 12 percent.

Best Buy, in a statement about what the company described as "the unsolicited, highly conditional indication of interest" from Schulze, said that its board of directors "will evaluate this proposal carefully and will, as always, pursue the best course for its shareholders."

Schulze said in a statement that he made "repeated requests to the board for several weeks to provide me with due diligence information and the consent to form a group required under Minnesota law, both of which will be necessary to reach a definitive agreement."

"While I preferred a private negotiation, time is of the essence. I am deeply concerned that further delay and indecision will cause additional loss of both value and talented leaders who are now uncertain of the company's future," Schulze said.

Schulze resigned from Best Buy's board in June after the company discovered he failed to inform the board that former CEO Brian Dunn had an inappropriate relationship with a female employee.

In resigning from the board, analysts said Schulze was positioning himself to move to take over the company as a private firm. He controls 20.1 percent of Best Buy shares, and is the company's largest shareholder.

R.J. Hottovy, senior retail analyst with Morningstar, said Schulze faces at least three obstacles before the proposal is even considered.

First, Schulze must have the approval of all board members before signing deals with private equity partners for the takeover. Hottovy said Schulze may face opposition from interim CEO Mike Mikan, a Best Buy director since April 2008, who has expressed interest in a permanent CEO position and had his own turnaround plans in the company's last conference call in May.

"Without the meeting of minds between him and Schulze, it could be difficult to get all shareholders on board," Hottovy said.

Second, Schulze will have to detail what is different in his turnaround plans. And the third obstacle is that Schulze's offer price may not be high enough.

"There are probably some current shareholders who believe business can be turned around and want a higher offer than what Schulze is offering to get a deal done," Hottovy said.

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