(Adds Starboard, Barington comments, background, shares)
May 22 Starboard Value LP launched a fight to
take over Darden Restaurants Inc's board, saying the
planned sale of Darden's struggling Red Lobster chain was a
"destructive transaction" that ignored the rights of
Darden said last week it would sell the seafood chain to
private equity firm Golden Gate Capital for $2.1 billion,
defying Starboard and another activist investor Barington
Darden is under pressure from investors because of flagging
sales at Red Lobster in the face of competition from cheaper
chains such as Chipotle Mexican Grill Inc.
Darden reported a 1.1 percent fall in third-quarter revenue
in March, with sales at established Red Lobster restaurants
falling 8.8 percent.
The company rejected Starboard's push for a new board,
saying the investor was seeking control of Darden despite owning
only 6.2 percent. But Barington, which represents shareholders
owning more than 2 percent of Darden, backed Starboard.
"It's time for a change in the Darden boardroom," Barington
Chief Executive James Mitarotonda said in an email. "Darden
desperately needs directors that will represent the interests of
the owners of the company and not just the CEO and themselves."
Starboard, which said on Thursday that it had raised its
stake in Darden from 5.5 percent, has been pushing Darden for a
shareholder vote on the proposed sale.
Darden has said the deal is expected to close by August and
is not subject to shareholder approval.
Starboard said it would nominate a full slate of 12 board
candidates for election at Darden's annual meeting, the date of
which has not been announced.
Nominees include Brad Blum, who Starboard said had turned
around Olive Garden when he headed the chain between 1994 and
"By attempting to replace all 12 members of the board with
its own preferred nominees, Starboard is seeking effective
control of the company - representation which is
disproportionate to Starboard's recently acquired ... stake,"
Darden said in a statement.
Starboard said it believed "wholesale board change is
required to reverse the years of poor performance, poor
governance and shareholder value destruction."
The investor also said it had identified ways to save costs
and boost revenue.
A Darden spokesman said in an email that the board would
consider the Starboard nominations "in due course."
Darden, which also operates the fast-growing LongHorn
Steakhouse and Capital Grille restaurants, has said it will file
a preliminary proxy statement this month for the requested
meeting and convene it "as promptly as practicable."
In a letter to shareholders on Thursday, Starboard said that
because of the tax-inefficient way the deal was structured,
Darden would net only $100 million from the sale of Red Lobster
after taking into account $1.5 billion it believed could have
been realized from its alternative plan to sell the chain's real
Darden's shares were up 2 percent at $49.68 in noon trading
on the New York Stock Exchange.
(Reporting by Arnab Sen, Aurindom Mukherjee and Maria Ajit
Thomas in Bangalore; Editing by Ted Kerr and Kirti Pandey)