A committee of Nostalgia Network Inc. directors will support a $ 3 a share, $ 63 million takeover bid from Pat Robertson’s Intl. Family Entertainment Inc. under certain unspecified conditions.
Because IFE has said it might offer $ 3 a share, Nostalgia also recommended Thursday that shareholders reject IFE’s lower $ 2-a-share tender offer.
In a regulatory filing, Nostalgia disclosed that its investment adviser, Allen & Co., told IFE last Friday that it would recommend the company accept the $ 3 bid “under certain circumstances,” the most likely of which is that no other bidder has offered more.
Three days later, IFE, which initiated its tender offer Nov. 24, said it would consider increasing its bid to $ 3 a share if Nostalgia opens its books and prevents a rival bidder, Concept Communications Inc., from accumulating more stock. Intl. Family Entertainment has since signed a confidentiality agreement with Nostalgia and begun reviewing the company’s books.
But David R. Humphrey, IFE VP of financial relations, said until those terms are hammered out, the $ 2 tender offer stands.
“That’s the only offer out there right now, and that’s the one we’re going to stick with right up until the second we change it,” Humphrey said.
That the special committee might back an IFE bid is somewhat startling. For months, the 10-member board has been deadlocked on major financial issues, with half supporting Nostalgia chairman Michael Marcovsky and the other half backing Concept, which has ties the Rev. Sun Myung Moon’s Unification Church and owns 27 % of the company.
A Concept lawyer declined to comment on the new filing. A third bidder, MOR Music TV and its partner, Sarkice Nedder, an Arizona cellular exec, offered to buy at least 54% of the company at $ 2.40 a share last week. But the pairing has not told Nostalgia if it has lined up the financing to pull off the deal.
In its filing, Nostalgia also disclosed that it paid Allen & Co. $ 250,000 and will pay the firm another $ 500,000, plus 7 1/2% of any purchase price over $ 2 a share if Nostalgia is sold. At $ 3 a share, Allen & Co. stands to pick up more than $ 2 million.
Nostalgia stock closed at $ 2.13, down 25 cents, in Nasdaq trading Thursday.