* Says ‘dismayed’ at board’s decision to adopt poison pill
* Urges Jakks board to consider Oaktree offer
* Asks Jakks to set record date
By Chris Jonathan Peters
March 14 (Reuters) - Jakks Pacific Inc’s shareholder Clinton Group Inc has asked the company’s board to run an auction to sell itself, a little over a week after the toy maker adopted defenses against takeover overtures made by Oaktree Capital Management.
In September, Oaktree Capital Management, which owns 5 percent of Jakks stock, made public an unsolicited $20-a-share cash bid for the company.
Jakks had rejected Oaktree’s proposal, calling the $670 million bid “inadequate.” Earlier this month, the company adopted a poison pill, which would trigger a rights agreement if any party bought 10 percent of its stock.
Clinton Group, which along with its affiliates owns about 2.4 percent of Jakks’ common stock, said it was “dismayed” at the board’s adoption of the poison pill, pointing out that the stock was trading at a large discount to Oaktree’s initial bid.
The shareholder group said it has asked the board to set a record date for shareholders to act by written consent.
As per the company’s bylaws, the board has to adopt a resolution fixing the record date within ten days of getting any such request.
“There is an opportunity here for shareholders, to the extent they are unhappy with the way the current board has handled the Oaktree offer, to put in place a board that will take that kind of proposal more seriously,” Clinton Group’s Managing Director Gregory Taxin told Reuters.
Taxin said if a majority of shareholders are unhappy with the board it can be replaced according to the company’s by-laws.
“We have spoken to other shareholders and are quite confident that if the board is not going to seriously consider the sale of the business then a majority of the shareholders will be upset,” Taxin said.
In a statement released after markets closed, Jakks said it was committed to maintaining an open dialogue with its stockholders.
“At no time has the company received any communications regarding the sale of the company other than highly conditional expressions of interest from Oaktree,” Jakks added.
However, Taxin said other buyers are likely not showing up as the board has signaled that it is not interested in a sale.
He said the stock is currently undervalued and it wouldn’t surprise him if an offer in the mid-twenties came in.
Shares of Jakks, which makes products under brands such as Pokemon, Hello Kitty and The Smurfs, had closed at $16.55 on the Nasdaq, about 17 percent below Oaktree’s offer price.