Case Number: 5-210-260, Year Published: 2010
HBS Number: KEL539
Fiduciary Duties, Board of Directors, Duty of Care, Chief Restructuring Officer, Turnarounds, Turnaround Management, Buyout Offer, Public Company, Governance, International Turnaround, Zone of Insolvency, Mergers, Acquisitions, Takeover
Atari, a maker of video games, went through several owners over the years winding up controlled by Infogrames, a French publisher of video games. Infogrames later sold Atari shares in a secondary public offering, eventually reducing the parent’s share to 51.6 percent by September 2005 creating a complicated two-tier ownership structure. Two levels of management made it difficult to get things done. The financial structure was a problem for Infogrames because the French company had to consolidate 100 percent of Atari’s results even though it only owned 51 percent of the company. Atari was generating substantial losses, had defaulted on its debt, and was faced with the possibility of filing for bankruptcy without more working capital.
The independent directors of Atari, when confronted with an unsolicited Infogrames buyout offer, had several options: (1) agree to the $1.68 offer (take the money and run); (2) pursue a white knight (a buyout from another investor of company that would be willing to pay a higher price and invest working capital); (3) file a lawsuit to stop the takeover to buy time or perhaps force Infogrames to increase its offer.
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