It turns out that one of the independent directors of Fisher Communications has ties to Huntingdon REIT, which has made an unwanted bid to take over Fisher. He’s now being walled out as the Fisher board fends off the unloved suitor.
Late Monday (1/3) Fisher issued a statement confirming that it had received the merger offer from Huntingdon in December and turned it down. “The unsolicited proposal implied an offer price of $23.99 per Fisher share on December 6, 2010, the date Fisher received the proposal. This amounted to an 18% premium over Fisher’s closing stock price on that date, and a 10% premium over Fisher’s closing price on December 31, 2010, the last day of trading prior to the proposal being made public by Huntingdon,” the company statement said.
“Fisher’s Board of Directors carefully reviewed and considered the proposal shortly after receiving it. With the exception of one director as discussed below, the Fisher Board unanimously concluded that the proposal is not in the best interest of the shareholders, and determined not to pursue the proposal,” Fisher said in Monday’s announcement.
Then Fisher revealed that one of its directors has close ties to the unwanted bidder. “As a related matter, Fisher also announced that David Lorber has been excused from all Fisher Board deliberations and reports in connection with the Huntingdon offer. In addition to serving on Fisher’s Board, Mr. Lorber also is a member of the Board of Trustees of Huntingdon. Furthermore, according to publicly available information, FrontFour Capital Group LLC is the largest shareholder of Huntingdon, and Mr. Lorber is a co-founder and current portfolio manager of FrontFour, and Huntingdon’s President and Chief Executive Officer, Zachary George, is also a co-founder and managing member of FrontFour,” Fisher said.
FrontFour has been pressing for a sale of Fisher since 2008. According to his most recent SEC filing in Setpember, Lorber owns 1,431 shares of Fisher stock and FrontFour owns 179,021 shares.
Dewey & LeBoeuf and Perkins Coie are serving as legal advisors to Fisher Communications as it battles with Huntingdon.