In offers sent to the board on April 3 and 20, Compson offered $34.50 and $36 per share for the company. Both offers were rejected, saying a sale "was not in the best interest of our stockholders." Compson holds approximately 3.1% of Agree's outstanding shares and wants to acquire the company or its assets because it believes Agree's share price "does not reflect the underlying value of its properties and that the board is not maximizing shareholder value."

Michael Comparato, president of Compson Holding Corp., tells GlobeSt.com that the $38.75-per-share offer is the best and final offer from the Compson. "We're pretty much done at this point. This has been a six-week process and [Agree] has been extremely difficult to work with."

Comparato says Compson has been frustrated by Agree's lack of explanation as to why previous offers were rejected. Compson was disappointed that the issue was not addressed by the board of directors at its May 2 annual meeting. "If our offer is unacceptable, that's fine. Just tell us why. As one of the top five shareholders, they should provide us some explanation."

If the offer is rejected--which Comparato anticipates it will be--then the company will pursue any legal remedies that may be available to shareholders. Comparato notes that, under regulations of the Security and Exchange Commission, the company is not permitted to hold discussions with other top shareholders. He adds that the company is not interested in selling its shares. "There's a ton of value in this company. The real estate is worth so much more than what the company is trading for."

Agree was founded in 1971 by president and chairman of the board Richard Agree. The company went public in 1994 with an IPO of 2.5 million shares. Secondary offerings were held in 1997, 2003 and 2005. There are currently about 7.5 million shares outstanding. A call to Richard Agree was not returned by deadline.