An Alston & Bird team led by Washington, D.C. corporate transactions and securities partner Keith E. Gottfried
recently represented publicly traded, Nasdaq-listed Qualstar Corporation in connection with its receipt of an unsolicited partial tender offer by BKF Capital Group, Inc., an entity controlled by Steven N. Bronson. Qualstar, based in Simi Valley, California, is a diversified electronics manufacturer specializing in data storage and power supplies.
On January 30, 2013, BKF Capital commenced an unsolicited partial tender offer to purchase up to 3 million shares of Qualstar’s common stock, or approximately 24.5 percent of Qualstar’s outstanding shares, for $1.65 per share in cash. Had the tender offer been completed and fully subscribed, BKF Capital and Mr. Bronson would have collectively owned approximately 43.2 percent of Qualstar’s outstanding shares and would have been in a position to exercise a controlling influence over the company. On the evening of February 11, 2013, BKF Capital filed with the U.S. Securities and Exchange Commission an amendment to its Tender Offer Statement on Schedule TO terminating its partial tender offer. The termination of the tender offer occurred just hours before Qualstar was planning to file the Solicitation/Recommendation Statement on Schedule 14D-9 that had been prepared by the Alston & Bird team and would have contained the Qualstar board’s recommendation to shareholders as to whether to tender their shares into BKF Capital’s offer and the reasons for such recommendation.
Along with Gottfried, the Alston & Bird team included corporate transactions and securities partner David A. Brown
and associates Gary Ross
, Marshall Chalmers
and Sarah A.B. Hess