Blockbuster Offers to Buy Circuit City

DALLAS - Blockbuster Inc. said Monday it has offered to pay more than $1 billion for struggling Circuit City Stores Inc., but the nation's second biggest consumer electronics chain questioned whether the movie-rental company can finance the deal.

Blockbuster Chief Executive James Keyes said combining the companies would create a chain that could sell portable devices and entertainment for them, much like Apple Inc.'s stores.

Keyes said the offer is supported by Blockbuster board member Carl Icahn, who could be a source of financing for the deal.

Circuit City shares climbed 30 percent in afternoon trading.

Blockbuster, which hopes to enlist Circuit City shareholder support for its bid by disclosing previously private communications with Circuit City's leaders, has had troubles of its own competing with online movie rental operators like Netflix Inc.

Circuit City said it has exchanged information with Blockbuster but wasn't convinced how the movie-rental chain would finance its offer. Circuit City advised its shareholders to take no action until the company board reviews the bid.

Blockbuster said it has been in talks with Circuit City for months regarding an acquisition, and sent a letter Feb. 17 to Circuit City Chairman and Chief Executive Philip Schoonover offering $6 to $8 per share in cash for the company provided it be allowed to examine its financial books and outlook.

Based on Circuit City's 168.4 million shares outstanding at Dec. 31, 2007, the deal values Circuit City at $1.01 billion to $1.35 billion. The offer also represents a 25 percent to 67 percent premium to Circuit City's closing stock price of $4.79 on Feb. 15, the last trading day before Blockbuster made its offer, and at least a 54 percent premium to the stock's closing stock price Friday of $3.90.

Circuit City shares rose $1.17 to $5.07 in afternoon trading Monday. Blockbuster shares fell 51 cents, or 16.3 percent, to $2.62 after sinking to a 52-week low of $2.52 earlier in the session.

Circuit City is the nation's No. 2 consumer electronics chain after Minnesota-based Best Buy Inc.

Blockbuster said in its February letter it is willing to pursue alternative deal structures which would enable Circuit City shareholders to receive stock. The company would expect to fund the takeover with borrowings and issuance of additional stock through a rights offering to existing shareholders.

Blockbuster says that it requested a response by Feb. 21, but, to date, Circuit City has failed to provide due diligence necessary to allow Blockbuster to make a definitive takeover proposal. Blockbuster is asking for such information as Circuit City's long-term corporate strategic plan and outlook, detailed store-level performance data and current inventory aging schedules, among other items.

Keyes called the offer "a significant premium" to Circuit City's share price and said the combination of the chains would create "a game-changing retail concept with a sustainable competitive advantage."

Keyes also said the decision to move forward with a bid despite the lack of response from Circuit City management "really came from the situation in the marketplace now and of course the current recent trading price of Circuit City."

Circuit City shares have declined steadily from a year-ago high of $19.12 to reach a low of $3.44 last month. The struggling electronics retailer, the nation's second-largest, did swing a profit of $4.85 million for its fiscal fourth quarter, due to cost-cutting efforts and a $7.3 million tax benefit — its first quarterly profit since the second quarter of 2007.

It is facing pressure from activist shareholder Wattles Capital Management who seeks improved profitability, and the ousting of Schoonover and the board.

Mark J. Wattles has said turnaround efforts under Schoonover have been "disastrous" and suggested other changes to help "unlock hundreds of millions of value in the near term and billions of value in the long term."

Wattles, founder of the Hollywood Entertainment video-rental chain, wants to kick out all of Circuit City's 12-member board and nominate five directors. The owner of the 32-store Ultimate Electronics chain had also said that Circuit City should hire an investment bank to evaluate any possibility for a takeover offer.

Blockbuster is undergoing its own turnaround and has been cutting costs and only recently growing its core rental business. Analysts questioned the timing of a play for Circuit City.

BMO Capital Markets downgraded Blockbuster stock. Analyst Jeffrey Logsdon said, "We fail to understand the strategic value of the company's hostile bid for Circuit City," which he said could divert the movie-rental chain's focus and finances away from its own recovery.

Circuit City lost the crown of No. 1 American consumer electronics chain to Best Buy in the 1990s as Best Buy built bigger stores in better locations and achieved greater economies of scale.

The company, which operates more than 680 stores nationwide, has been looking to its smaller concept stores, widespread cost-cutting and Firedog installation business to spark a turnaround despite increasing competition and the faltering economy.

Over the last year, Circuit City has done some restructuring — cutting retail management positions, eliminating jobs at its corporate offices and laying off 3,400 retail workers and hiring lower-paid replacements.

A combined company would start with 9,300 stores including about 5,500 in the United States. Keyes said he would save money by combining back-office operations and probably close some Blockbuster stores that are near Circuit City locations, which tend to have longer leases.


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