Callaway Golf Company confirmed late Thursday that it has been approached with unsolicited indications of interest from various parties from time to time, but “no firm offers have been made, no substantive discussions are currently under way, and neither the Board nor the senior management team has reached any decisions regarding the preferred strategic direction for the company.”
The company issued the statement after a story in the Los Angeles Times set off a firestorm of speculation about the future of the company as a public entity. The story published in the Times indicated that Callaway had received a $1.2 billion buy-out offer from Thomas H. Lee Partners and William Foley II, chairman and CEO of insurance giant Fidelity National Financial. The paper further reported that the Callaway board had formed a special committee to consider the offer that was issued on May 20.
However, the company did confirm that they were continuing its search for a new CEO and working with investment banking firm Lazard to assess strategic alternatives for the company.
The Times story described a company that was locked in “pitched battle” between top management and a faction of the seven-member board of directors. The story even went so far as to describe a meeting held by a Board committee that was formed to review the offer. The LA Times reported that Callaway's top executive team, led by chairman and interim CEO William Baker, “unanimously endorsed the bid” in that meeting, but the board was divided over the offer, with some “campaigning to oust Baker as CEO in favor of Anthony Thornley.” The story quoted unnamed sources that said Thornley, who joined the board last year, is “angling to get Baker's job” after he was “passed over” to run Qualcomm Inc., where he is due to step down from the presidents post on July 1.
While the Times could not get confirmation of the offer or a deal in the works, ELYs release on Thursday at least hinted at the accuracy of the reporting. “We feel that this is an opportune time to explore a full range of strategic alternatives that could enhance shareholder value,” said Ronald S. Beard, the companys lead independent director.
The Motley Fool said those comments are just plain speak for Callaway testing the waters to see “if anybody is interested in topping the $1.2 billion offer.”
The Wall Street Journal was able to get confirmation from Foley, who told the Journals Stephanie Kang that his group sent an offer letter to Callaway in late May. “We believe it's a significant proposal,” Foley told the Journal. “We remain committed to management and are anxious to pursue it.” He also told WSJ that additional investors may join the group.
An AP story had comments from Dennis McAlpine, manager director of McAlpine Associates, who said that it was “unclear if a rival suitor will emerge considering that industry growth is basically flat and Callaway has struggled to find hit products.” He was also quoted in the AP piece saying that Nike, Inc. had been rumored to be a suitor, but they arent “known for acquisitions.” “You may have a golf addict who has a lot of money,” he said in the story.
The LA Times story said that Callaway profits had been “squeezed by lower-priced models from such rivals as TaylorMade.”
Callaway shares have been in play since rumors of the offer first surfaced in May. ELY shares closed up 12.3% for the week and are up 26.4% since the offer was reportedly first floated.
>>> The story was obviously fed to the Times from someone at Callaway with an agenda
>>> Not many would buy the contention though that Callaway was the victim of lower-priced rivals, least of all TaylorMade. Callaways troubles were solely the responsibility of Callaway, a result of mis-reading the needs of the consumer that moved in droves to larger club heads. It was Callaway that last fall flooded the market with cheap inventory in an effort to liquidate goods
>>> So who else is out there? Nike is the obvious first choice, regardless of Mr. McAlpines comments, but could they do more by investing far less in their own golf program. Still, the companys new positioning as a global multi-brand platform could support the move. Could be some interest on the part of TM-aG as well, but both companies may be more interested in the ball operations than clubs