The Donerail Group and MarineMax have released further public statements regarding Donerail’s proposal to acquire the company for $35 USD per share in cash, as shareholders prepare for the annual meeting on 3 March 2026.
The latest correspondence follows an earlier non-binding acquisition approach and a previous exchange of public letters that focused on governance, performance and the re-election of chief executive officer Brett McGill.
Donerail’s second shareholder letter
On 23 February 2026, Donerail restated its acquisition proposal and its call to vote against the chief executive’s re-election.
The investment firm referred to its January and February submissions and said it has not received meaningful feedback from the board.
It wrote that it is “disappointed that, despite submitting our initial proposal nearly six weeks ago on January 13, 2026, alongside a more detailed proposal on February 1, 2026… the board has not provided any meaningful feedback on our proposal”.
Donerail also said access to confidential information has not been granted, which it considers necessary to complete a binding offer. It stated that, if such access were provided, it would proceed with due diligence and believes it “could potentially increase our proposal price”.
The letter also pointed to a vote by the California State Teachers’ Retirement System against the re-election of the chief executive and other director nominees. Donerail said this “reflects a growing recognition among sophisticated institutional investors that meaningful change is required at MarineMax”.
It also cited a recent press release from Levin Capital Strategies, which called on MarineMax to announce a review and referred to “prior failures to capitalise on credible acquisition offers”.
Donerail also said that since its 9 February 2026 public letter, it has received significant engagement from shareholders and market participants expressing concern about the company’s performance, governance, strategic direction and willingness to engage potential strategic acquirers. It wrote that “shareholders deserve a board that is willing to objectively evaluate credible opportunities to maximise value” and again urged investors to vote against McGill’s re-election at the annual meeting.
MarineMax’s response
In its statement dated 24 February 2026, MarineMax said its board remains committed to enhancing value for shareholders and other stakeholders.
The company said it has been reviewing Donerail’s unsolicited indication of interest with the assistance of independent financial and legal advisers. It stated that it responded with diligence questions regarding funding sources and transaction certainty, and that “the company and its advisors have had three substantive calls with Donerail and its representatives”.
MarineMax also said it provided a standard non-disclosure agreement nearly two weeks ago to continue discussions. It stated that Donerail “has not yet executed—or even provided comments on—this simple, customary agreement,” despite publicly expressing its desire to receive non-public information twice.
The board added that it remains prepared to evaluate any credible proposal that could enhance shareholder value.
