Fisher Communications has confirmed that its board rejected an unsolicited takeover bid in April for $43-45 per share. At the high end, that would have valued the TV and radio company at $550 million, including debt assumption.
“Consistent with its fiduciary duties, and in consultation with outside financial and legal advisors, the Board of Directors unanimously concluded that the unsolicited expression was not in the best interests of shareholders,” the company said in announcing the offer from an unidentified “financial sponsor” – in other words, a private equity company.
Why did this come out now? TowerView LLC, an investment company that owns a 9.5% stake in Fisher, learned of the offer recently “in the course of conversations with shareholders and others” and filed notice with the SEC of that knowledge so it could continue to trade in fisher shares without running afoul of the insider trading law. That SEC filing by TowerView prompted Fisher to issue its own statement confirming that the offer had been received and rejected.
The offer would constitute a premium of more that 40% over the recent trading price of Fisher’s stock. Fisher has been under pressure from its largest shareholder, Mario Gabelli’s GAMCO investment funds, to improve performance and TowerView had backed Gabelli in withholding support for the reelection of Fisher’s directors.
Company management, directors and members of the founding Fisher family own 14.1% of the company’s stock, according to the latest proxy. GAMCO owns 17.4%, as of that proxy, and TowerView has recently increased its stake to 9.5%. Bill Gates’ Cascade Investment is another major shareholder, with 5.2%.