My finance view

Gunning for three board seats at Furniture Brands International Inc., a dissident shareholder on Thursday struck a conciliatory tone and tried to allay two of the company’s major objections.

The Clayton-based furniture manufacturer, trying to recover from a loss last year, has squared off in an increasingly vituperative proxy battle with Sun Capital Partners of Boca Raton, Fla. The $10 billion private investment group — the company’s No. 2 shareholder — has said it is interested in buying the company.

The two sides disagree over whether Sun’s nominees would fight for all shareholders, and whether allowing Sun to peruse the company’s books would let sensitive information leak to competitors in which Sun has stakes.

In a letter to the board Thursday, Sun Capital tried to calm things, calling the latter concern unfounded. "While it is our standard business practice to fully protect the integrity of such information, we have offered several times — and remain willing — to enter into a formal nondisclosure/confidentiality agreement that will legally preclude any transfer of information."
Under such an agreement, Sun said it would separate its professionals involved with Furniture Brands from those involved in its other furniture holdings.

Also, if Sun Capital managing director T creditreports. Scott King is elected to Furniture Brands’ board, and Sun then submits a takeover proposal, King would recuse himself from any committee formed to evaluate the proposal. Sun did not say whether King would vote at any point in the process as a board member.

Sun said its other two nominees do not work for Sun and are independent.

The group also reiterated that it remains open to alternatives to a takeover.

jmcwilliams@post-dispatch.com

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