Thursday, December 01, 2005



National RV Holdings Inc. rejected a buyout offer from a group of investors on Monday, saying the proposal "severely undervalues" the motorhome manufacturer.
In a letter to the group, National RV said it expects to create more value for shareholders through improvements to its business strategy.
Last week, investors B. Riley & Co., SACC Partners and National RV founder Robert Lee offered to buy the company for $6.25 a share in cash, a nearly 10 percent premium over the stock's previous closing price. The group made the offer through a newly formed entity called CC Acquisition Group Inc.
National RV shares jumped up to match the purchase offer last week, but then slipped slightly and closed Friday at $6.37 on the New York Stock Exchange.
National RV also said in the letter that CC Acquisition may have acquired more than 15 percent of its outstanding shares, a violation of the company's shareholder rights policy, and suggested that Lee may have breached certain fiduciary duties by disclosing confidential information to B. Riley. The company requested documentation from CC about its equity stake and conversations between the would-be acquirers.
National RV added that it is making changes to its shareholder rights plan to eliminate provisions related to continuing directors and instituting certain bylaw amendments.

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