Both Donerail Group and MarineMax have issued new open letters outlining their positions following the US hedge fund’s unsolicited $35 per share bid.
Latest developments
In a further open letter dated 23 February, Donerail Group, states: ‘We are disappointed that, despite submitting our initial proposal nearly six weeks ago on 13 January 2026, alongside a more detailed proposal on 1 February 2026, providing clear evidence of financing capability from leading global investment partners, the board has not provided any meaningful feedback on our proposal, does not appear to have established a bona fide process to evaluate our proposal, nor has it provided access to customary confidential information necessary to finalize a fully binding proposal.’
MarineMax board responds
Recreational boat retailer, marina operator and superyacht services company, MarineMax has issued a further statement in response.
In the statement, MarineMax confirms that, with the assistance of its independent financial and legal advisors, the company has been engaging with Donerail and evaluating its unsolicited indication of interest to acquire the company (‘the indication of interest’).
The MarineMax statement reads:
‘Following receipt of the indication of interest, the company promptly responded to Donerail with customary diligence questions aimed at facilitating the board’s evaluation of Donerail’s interest, funding sources and execution certainty. The company and its advisors have had three substantive calls with Donerail and its representatives.
‘The company also provided Donerail with a standard non-disclosure agreement (NDA) nearly two weeks ago to facilitate further engagement.
‘However, while Donerail has publicly expressed its desire to receive non-public information about our business twice (and criticised the company for not yet providing such information), Donerail has not yet executed – or even provided comments on – this simple, customary agreement.’
Shareholder vote becomes flashpoint
In its 23 February open letter, Donerail again urges shareholders to vote against the election of CEO Brett McGill as a director at the company’s upcoming 2026 annual meeting scheduled for 3 March.
Donerail reiterated its desire to immediately pursue its previously stated $35 per share all cash proposal to acquire the company, subject to confirmatory due diligence.
Donerail states: ‘Since our 9 February 2026, public letter, we have received substantial inbound engagement from shareholders, industry participants, and financial institutions expressing concern regarding MarineMax’s performance, governance, strategic direction, and willingness to engage potential strategic acquirors. These developments further support our long-held belief that MarineMax’s intrinsic value is significantly greater than its current share price reflects, and that decisive leadership and proper stewardship are required to unlock that value for shareholders. Quite simply, we believe shareholders deserve a Board that is willing to objectively evaluate credible opportunities to maximize value.’
The MarineMax board says it remains committed to carefully evaluating any credible proposal that has the potential to enhance shareholder value.
Unsolicited bid sparks governance row
Initial events earlier in February sparked the row. On 3 February, MarineMax issued a public statement confirming the offer had been received, but making clear it was unsolicited. On 11 February, Donerail issued a scathing public letter to MarineMax shareholders, accusing the company of ‘board entrenchment, nepotism, and obstruction of shareholder engagement’.
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