Proxy Fight with The Captain at the Helm

TJ » 20 February 2008 » In Blog »

ORLANDO – BigRedKitty Worldwide Amalgamated will authorize a proxy battle for WoWHead Inc. this week to convince the Web company’s shareholders to agree on a takeover deal that the WoWHead board so far has rejected, spat upon, and crinkled up into a huge basketball-sized wad of syrupy goo, the New York Times said on Tuesday.

Quoting people briefed on the matter, the Times Web site said that BRKWA, which has been expected to raise its cash-and-stock bid originally worth $44.6 billion and a pre-owned Legacy 2h axe, would seek to nominate a slate of directors by March 13, if WoWHead’s board did not enter talks or capitulate to the uberness that is BM Hunterism.

BRKWA spokeswoman Temerity-Jane said the company had always maintained it reserves the right to exercise all options and put a box of flaming poo on WoWHead’s doorstep, but declined to comment specifically on the NY Times report.

A person familiar with the matter told Reuters a proxy fight would cost about $20 million to $30 million but was not aware of BRKWA making the decision to pursue the fight, as all their petty cash is tied up in trying to convince Braids to give private lessons to the BRKWA PvP staff.

(No, not those kinds of lessons. Perv.)

“BRKWA is doing the smart thing. It’s giving both the carrot and the stick,” said Morningstar analyst Toan Tran. “The carrot was the big premium on WoHead stock and now the stick is the threat of a proxy fight and a TJ-authored poem-parody titled, ‘Why I Hate WoWHead and their cheesy abuse of fake-commenting’.”

Proxy fights waged by corporations to facilitate a hostile acquisition are rare and represent less than 5 percent of all proxy fights since 2001, according to data from research firm FactSet SharkWatch. This is, of course, another reason BRKWA is extremely interested in this path to immortality; a World of Warcraft “first”.

BRKWA is not privately haggling with WoWHead over the software maker’s rejected $31-per-share buyout offer for the slumping WoW-database pioneer, TJ said in an interview.

“We sent them a letter and said we think that’s a fair offer. There’s nothing that’s gone on other than us stating that we think it’s a fair offer,” the BRKWA chairman said Monday. “They should take a hard look at it before I call the Redhead and tell her that WoWHead has some real slutty heels and matching leather belts hidden in their executive conference room. You do NOT want her upsetting the natural geek-balance in their headquarters. BRKWA won’t be held accountable for their cleaning bills, if you get my drift.” TJ winked slyly, said the reporters on the scene.

The two companies are at a stand-off in BRKWA’s unsolicited bid to acquire WoWHead. BRKWA has offered to buy WoWHead for $31 a share in cash, stock, and various pieces of last season’s BRK merchandise, a bid which WoWHead’s board rejected, saying it undervalued the company and hurt their delicate constitutions and frail dispositions.

BRKWA countered by saying that its offer was “full and fair,” and not just a big tease, like Patch 2.4 has continued to be, but did not say what it planned to do next.

The deal is now worth $41.9 billion due to the decline of value in BRKWA’s stock. When told of the new price, BRKWA executives broke open the next-to-last case of Captain Morgan and toasted their brilliance until their brilliance was toasted.

The fees for paying lawyers and solicitation firms to wage a proxy fight are a fraction of what it would cost BRKWA to raise its offer. For every dollar the offer is increased, it would cost BRKWA an additional $1.4 billion. “But we’ve got that under the sofa cushions! Please! I sneeze a billion into tissues all morning long,” TJ declared. “All of us have got our big-girl p@nties on and are really itching for fight!” Several male members of the executive committee nodded enthusiastically at that statement, a few even rubbing their backsides in a manner that made the assembled reporters extremely uncomfortable.

If BRKWA decides to launch a proxy fight, it would nominate a slate of directors to take control of WoWHead’s board and support the company’s proposal. The nominees would be voted on at WoWHead’s annual shareholder meeting in June, although their Super Delegates would be free to dominate whomever they chose. Many reports have acknowledged that WoW-blogger extraordinaire Ratshag has been working behind the scenes to ensure those delegates’ palms were appropriately greased in case such a scenario were to develop.

“El Presidente Ratshag… me thinks it got pretty nice ring to it. My big axe is whispering to me how much it wants ta be buried in the noggins of some WoWHead muckity-mucks! No nubberglumper-blood better than corporate suit-wearing, blood, that’s what Ellspeth says to me. For da Horde!”

A WoWHead-BRKWA proxy fight would be largest corporate proxy fight in the eight years FactSet SharkWatch has been tracking statistics on this, it said.

WoWHead is adopting severance plans to take effect if the Web portal is taken over by BRKWA. The plans cover none of WoWHead’s full-time employees, except its top executives. Workers who lose their job without cause — or quit for good reason or just disappear — would continue to receive their salary and medical benefits for 24 hours, plus reimbursement for “outplacement services” for two days.

The departing employees’ stock options would also tank much, much faster than scheduled.

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