Activist Holder Aletheia Continues Barnes & Noble Exit
June 30 2011 - 5:26PM
Dow Jones News
Hedge fund Aletheia Research & Management, which once owned
one-sixth of Barnes & Noble Inc. (BKS) and stoked the
bookseller's fears of a hostile takeover, has taken its stake below
5%, according to a filing with the Securities and Exchange
Commission.
Its sales this week seems to erase any lingering hope that
Aletheia, founded by Peter Eichler, will join any challenge to
Barnes & Noble, and Chairman Leonard Riggio, should Barnes
& Noble accept last month's $17-a-share offer to be acquired by
John Malone's Liberty Media Corp. (LCAPA). A special committee of
Barnes & Noble's board of directors, which doesn't include
Riggio, is still evaluating the offer and has declined to comment
until it makes a decision on the Liberty Media bid, which is
contingent on Riggio contributing his nearly one-third stake and
remaining with the company he spent decades building.
Aletheia last reported owning 3.2 million Barnes & Noble
shares as of June 24, and Thursday's amended SC 13D filing shows
Aletheia as the owner of less than 5% of Barnes & Noble stock.
An appendix attached to the most recent filing shows sales of
roughly 868,000 shares Monday and Tuesday, which would bring his
stake to 2.4 million shares or just 3.9% of Barnes & Noble.
Billionaire Ron Burkle's Yucaipa Cos. owns nearly 20% of Barnes
& Noble, recently adding to his stake at prices well above the
$17 Liberty proposal. His stake is capped below 20% by a
shareholder rights plan, or "poison pill," Barnes & Noble
installed to prevent, via the threat of massive dilution, unwanted
parties from taking control of it without paying a takeover
premium.
The recent buying suggests Burkle, like some analysts, feels $17
is too low for the company as its nascent digital strategy begins
to pay dividends. Barnes & Noble's Nook series of
electronic-book readers, seen as the main interest of Liberty
Media's Malone, has rapidly captured more than a quarter of the
burgeoning e-book market, and is second only to Amazon.com Inc.'s
(AMZN) popular Kindle e-readers, which boast most of the rest of
the market share for downloadable books.
Burkle ran a competing slate of directors last year, hoping to
oust Riggio and gain board representation, but failed, in part
because Aletheia appears not to have voted most of its
then-substantial holdings for Burkle and his two other nominees.
Barnes & Noble justified the pill, and its opposition to the
Burkle slate, by suggesting that Aletheia and Yucaipa could team up
to seize control, but no evidence of a coordinated plan ever
materialized.
Holders of less than 5% of a company, who aren't executives or
board members and disclaim any potential corporate activism, need
not disclose their positions, so it's unlikely we'll hear anything
more about Aletheia's ownership, or any future sales, unless it
boosts its stake above 5% again.
Eichler didn't respond to an email seeking comment.
Shares of Barnes & Noble, which traded as high as $21.06
early last week, closed down 2 cents at $16.58 apiece Thursday and
were unchanged in light after-hours trading.
-By Maxwell Murphy, Dow Jones Newswires; 212-416-2171;
maxwell.murphy@dowjones.com
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