The Clarks board yesterday wrote to shareholders giving details of the offer that Berisford has agreed to make if a proposal to sell the business is approved by a simple majority at the meeting on 7 May.
Berisford's shares were suspended at 128p yesterday pending the Clarks meeting. Its offer will have cash and shares alternatives.
If the extraordinary meeting approves the proposal, the Clarks board has agreed to sell the business's assets and brands to Berisford even if the offer does not receive the required level of acceptances, usually 90 per cent.
Clarks, one of the biggest private companies in the country, is 70 per cent owned by members of the Clark family, which founded the business in 1825. Significant family interests - claiming to represent as much as 40 per cent of the shares and including three directors - oppose the sale.
The dissident directors said: 'Clarks is a highly attractive business with strong brands and considerable future potential which we believe will best be exploited with the existing ownership under a newly focused board, rather than by sale to Berisford, which has no other interest or experience of the shoe industry.'
Hugh Pym, a spokesman for the rebel camp, said his group had received an enthusiastic response to a circular to shareholders opposing any sale. He pointed out that the net asset value of the business was 278p according to the 1992 accounts.
The Berisford offer values the shares at 239p each, including a deferred element of 26p based on the book value of some surplus Clarks properties. The total offer is pitched at 34p a share more than Berisford's original bid, which was understood to be worth 205p.
Alan Mackay, Clarks' finance director, said: 'The position is that if 51 per cent or more of the shareholders agree to sell the business it will be sold.'
Alan Bowkett, Berisford's chief executive, urged the dissident shareholders to reconsider their position. 'We are offering the only solution to take the business forward,' he said. He said he was very confident that the vote would go Berisford's way.
He pointed out that if all Clarks' shareholders accepted the offer they would hold slightly more than 50 per cent of Berisford. 'That allows those who want to participate in the future success of Clarks to do so.'
Clarks employs 20,000 people and owns the K Shoes brand and the Ravel chain of shoe stores.
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