One of the Harvard endowment’s chief invments has recently made a bid to buy a controlling interest in Reader’s Digest Inc.
More than a week has now passed since the deadline for finalizing Highfields Investment’s offer, with no word on the status of the deal from the parties involved.
Highfields Investments, a hedge fund started by former Harvard Management Corporation (HMC) investor Jonathan Jacobsen that invests around $1 billion of Harvard’s endowment, already owns a large part of Reader’s Digest stock.
The fund made the offer out of “frustration with the apparent unwillingness of [Reader’s Digest’s] management to more aggressively manage [its] capital and portfolio of businesses,” according to Highfields’ filings with the Securities and Exchange Commission (SEC).
In the filing Highfields says that it wanted Reader’s Digest to improve or sell some of their music, book and magazine businesses before looking to make any more business acquisitions.
Reader’s Digest has seen its profits slump with the economy, but nevertheless purchased Reiman Publications for $760 million in March, causing Highfields to step up the struggle to take control of Reader’s Digest.
Highfields currently owns 10 percent of Reader’s Digest non-voting stock and 3.5 percent of its voting stock. In the deal it would acquire a majority of the voting stock from Wallace-Reader’s Digest Funds, which owns 50 percent of the voting stock.
The deal would involve Highfields swapping its non-voting stock for equal shares of Wallace’s voting stock and paying an additional $3 per share.
Reader’s Digest has seen its revenues and stock price drop and has had to stop production of two magazines because of the economic downturn’s pinch on the publishing industry and decreased business from their sweepstakes mailings.
A source close to the deal said that while Reader’s Digest was interested in Highfields’ suggestions about ceasing acquisitions of other companies, the company felt that the Reiman deal was too good to pass up.
“The Reader’s Digest board liked the Reiman acquisition because it brings $300 million in revenues and operating cash flows in excess of $70 million,” he said.
He said that despite the sway Highfields has as a large investor, they could do nothing to prevent the purchase because only mergers, not acquisitions, require shareholder approvals.
“It’s a board [of directors] decision,” he said.
On March 26 Highfields filed a strongly worded statement with the SEC that soon was made public expressing frustration with Wallace-Reader’s Digest President Chris Devita and the company’s board of directors after the decision to not take up Highfields’ offer.
The statement says that Highfields had “expressed its disappointment in the Wallace Funds’ curt dismissal of Highfields’ firm and fully financed proposal to exchange Nonvoting Shares for the Wallace Funds’ Shares, especially in light of [Reader’s Digest’s] long-standing poor performance.”
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