Three Tesla board members to evaluate any take-private deal
Electric carmaker’s board sets up special committee to assess any possible offer to buy back the company’s stock
They might not be the Model 3, but three of Tesla’s independent board directors could soon be at the center of the latest drama involving the electric carmaker.
Tesla said Tuesday morning that three directors — Brad Buss, Robyn Denholm and Linda Johnson Rice — will form a special committee to “act on behalf of the company” in evaluating Chief Executive Elon Musk’s proposal to take Tesla private at $420 a share.
In a statement posted on Tesla’s investor relations site, the company said Buss, Denholm and Johnson Rice have not seen any formal take-private proposal from Musk, and haven’t come to any conclusion on advising the company about the feasibility of Tesla going private.
Tesla said the three-person special committee “has the full power and authority of the board of directors to take any and all actions on behalf of the board of directors as it deems necessary to evaluate and negotiate a potential going private transaction and alternatives to any transaction proposed by Mr. Musk.”
Buss is the former chief financial officer of SolarCity, which Tesla bought in 2016. Denholm,
formerly of Juniper Networks, is chief operations officer of Telstra, the Australian telecom company. And Johnson Rice is the chairman of Johnson Publishing, which publishes the Ebony and Jet magazines.
Denholm was the first woman on Tesla’s board, and Johnson Rice was the second woman and first African-American on the board.
Tesla’s board has nine members, including Musk, and Steve Jurvetson, who’s on leave amid misconduct allegations.
Musk surprised just about everyone when, on Aug. 7, he tweeted out his proposal to take Tesla private for $420 a share and that he had “funding secured” for such a deal. At $420 a share, Tesla would have a market capitalization of about $71 billion.
Tesla also said the special committee has retained the law firm of Latham & Watkins as its legal counsel, and will retain an independent financial adviser to help it go over any formal proposal it receives. Tesla, itself, has retained Wilson Sonsini Goodrich & Rosati as its legal counsel for the potential going-private process, the company said.
The announcement of the special committee came after Musk tweeted out late Monday that he is “super excited” to work with Goldman Sachs and private-equity firm Sliver Lake as his financial advisers, and the law firms of Wachtell, Lipton, Rosen & Katz, and Munger, Tolles & Olson for their legal advice on the proposal to take Tesla private.
On Monday, Musk said he had held several meetings with officials from Saudi Arabia’s sovereign wealth fund about the Saudis helping to finance his plans to take Tesla private.
Separately, on Monday, Tesla and Musk were hit with a third class-action lawsuit over what he said about funding his plan to take Tesla private.