Biglari Holdings (BH) and Cracker Barrel (CBRL) Continue Bickering as Proxy Fight Looms

September 6, 2012 7:51 AM EDT
Yesterday Biglari Holdings Inc. (NYSE: BH) made the following statement about Cracker Barrel (Nasdaq: CBRL).

“[The] new board members have decided to use old board tactics. We believe this Board has made an offer that is not serious; rather, it is an obvious attempt to posture and mislead shareholders. We had higher hopes for this Board: We were expecting it to be reasonable rather than mere window dressing hoping to appear reasonable. The ersatz offer has two fundamental flaws, demanding that we nominate two persons to the Board of Directors who have no relevant restaurant experience, No significant ownership in Cracker Barrel's stock. In our view, an offer with such defeatist, detrimental conditions is not a real offer."

The statement was made following Cracker Barrel's response regarding the appoint of Phil Cooley to the Board.

Cracker Barrel stated, "The Board has considered your request thoroughly and has concluded, due to concerns about potential conflicts of interest and legal issues given your roles with Steak 'n Shake, as well as other issues, not to appoint you and Phil to the Board."

Cracker Barrel added, "Under our offer, we would add to our Board of Directors two independent directors nominated by Biglari Holdings. The nominees would need to be unaffiliated with Biglari Holdings, not be executive officers or directors of any other restaurant company that competes with Cracker Barrel, and otherwise comply with Cracker Barrel's stated qualification criteria for directors."

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