Jakks Pacific Inc. on Monday said it has agreed to talk with Oaktree Capital Management Funds about Oaktree’s buyout offer. The toymaker also announced a share buy-back and expansion of its board.
The Malibu company last fall rejected a takeover bid from Oaktree, arguing that the offer undervalued the company. The affiliate of downtown Los Angeles private equity firm Oaktree Capital Group LLC in September made an unsolicited bid of $20 a share, totaling $670 million. That was a 25 percent premium to Jakks’ share price at the time.
Oaktree, which owns about 5 percent of Jakks' shares, earlier this month wrote the board asking it to reconsider its position. Another institutional shareholder, Clinton Group Inc. of New York, urged Jakks to consider the offer and take other actions to improve shareholder value.
Jakks Pacific in its Monday announcement said that its board approved a tender offer to purchase about $80 million worth of shares for at least $20 per share, a 14 percent premium to the stock's closing price on Friday. The tender offer will begin on or around May 25. The company has a market cap of about $471 million.
The board also approved expanding the board from six to eight directors. It elected Peter Reilly as one of the new independent directors, with the eighth director to be named later. Reilly was named to the board’s nominating and corporate governance committee and the audit committee.
Jakks said that it entered an agreement with Clinton Group, in which Clinton agreed to vote for the incumbent board of directors at this year’s annual meeting in exchange for being given “reasonable approval” over the appointment of the eighth director.
“The self-tender … is responsive to requests by many of our shareholders that the company use part of its large cash balances to repurchase its shares, and the addition of new independent directors is also responsive to shareholders’ interests,” said Chief Executive Stephen Berman in a statement.
Shares were up 72 cents, or 4 percent, to $18.21 in midday trading on the Nasdaq.
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