“We are extremely disappointed by the board of directors' apparent unwillingness to engage in discussions with a potential buyer,” FrontFour said in a press release. “We have privately expressed our concern about Fisher's operating performance, dilutive acquisitions, discounted public-market valuation and archaic corporate-governance policies, which promote entrenchment.”
FrontFour also said, “Management has stated that the television-broadcast assets should be operating at a 40% broadcast cash-flow margin, yet in 2007, there was no meaningful improvement versus 2006, and margins remain below 30%. As depicted in management's own presentation to shareholders at the 2008 annual meeting, broadcast margins continue to be meaningfully below peer levels.”
Fisher said Monday that the unsolicited offer, which was made in April, was $43-$45 per share, a big premium over recent trading but below its 52-week high. Fisher shares closed Friday at $31.86. Its stock price experienced a steep drop since November, when it was trading around $50.
In its statement Monday, Fisher said, “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.”
Fisher owns 13 full-power broadcast-TV stations in the Western United States among its media holdings.