Monthly Archives: November 2012

Siemens to Spin-Off Lighting Unit

The Supervisory Board and Managing Board of Siemens AG intend to propose to the Annual Shareholders’ Meeting a spinoff of 80.5 percent of Osram activities followed by Osram’s public listing. In course of this transaction, Siemens shareholders are to receive one Osram share for every ten Siemens shares. Siemens intends to remain a shareholder in…

Relational / CalSTRS Want Timken to Break-Up

Item 4.      Purpose of the Transaction  The Reporting Persons believe the Shares reported in this Statement are undervalued by the market at the present time. The Reporting Persons believe that the market significantly undervalues the Company due to its combination of two incongruent, core businesses and that a spin-off of the Steel business segment (“Steel…

Transact Tech Board’s Response to Shareholder Concerns

To Our Shareholders, As you are all aware, TransAct Technologies Incorporated has recently received communications from a shareholder voicing concerns regarding shareholder value, the direction of TransAct, and the compensation of our chief executive officer, Bart C. Shuldman, and has strongly urged the Board of Directors to hire outside advisors to explore strategic alternatives. In this shareholder’s…

Sauer-Danfoss Receives $49 per Share Offer

Danfoss A/S announced today that it has made a proposal to the Board of Directors of Sauer-Danfoss Inc. (NYSE: SHS) to acquire the remaining shares of Sauer-Danfoss that it does not currently own at a price of $49.00 per share in cash.  This proposal represents a premium of 24% over the closing price of the…

Insperity Dutch Auction and Special Dividend

Insperity, Inc. has  commenced a modified “Dutch auction” tender offer to repurchase shares of its common stock up to an aggregate purchase price of $50 million. Additionally, Insperity announced today that its board of directors has declared a special cash dividend of $1.00 per share of common stock. The tender offer and special dividend are expected…

Vicor Commences Dutch Auction Tender for Shares

Vicor Corporation announced today it intends to commence a “Dutch Auction” tender offer to repurchase shares of its Common Stock valued up to $20 million. The tender offer is expected to commence on Monday, November 26, 2012, and to expire, unless extended by the Company, at 5:00 P.M., Eastern Standard Time, on Friday, December 28, 2012….

Elliott Associates Files 13D on Compuware Corp

Elliott increased its ownership in Compuware Corp to 5.7% and filed a 13D with boiler-plate language in the “Purpose of Transaction” section.  The Fund’s average cost is $8.63 per share.  See earlier SSM alert (linked below) dated June 15, 2012, that I had sent when I had noticed Starboard Value LP disclose a small position in this stock.

Insperity Dutch Auction and Special Dividend

Insperity, Inc. has  commenced a modified “Dutch auction” tender offer to repurchase shares of its common stock up to an aggregate purchase price of $50 million. Additionally, Insperity announced today that its board of directors has declared a special cash dividend of $1.00 per share of common stock. The tender offer and special dividend are expected…

McGraw-Hill Reaches Deal to Shed Education Unit

The McGraw-Hill Companies has signed a definitive agreement to sell its McGraw-Hill Education business to investment funds affiliated with Apollo Global Management for a purchase price of $2.5 billion, subject to certain closing adjustments.  As part of this transaction, McGraw-Hill will receive $250 million in senior unsecured notes issued by the purchaser at an annual…

MEMSIC Being Acquired

MEMSIC, Inc. has received an unsolicited, non-binding proposal from IDG-Accel China Growth Fund II L.P., for itself and on behalf of its affiliated funds and certain nominees, to acquire all outstanding shares of common stock of MEMSIC not currently owned by IDG or its affiliates for cash in the amount of $4.00 per share. On January…

CVR’s Being Issued in BioMimetic Deal

Wright Medical Group, Inc. and BioMimetic Therapeutics, Inc. have entered into a definitive agreement for a business combination of Wright and BioMimetic, both publicly traded, Tennessee-based companies. Wright is an orthopedics company with a market-leading lower extremities franchise. BioMimetic is focused on developing regenerative medicine products to promote the healing of musculoskeletal injuries and diseases with a…

Aware Inc. to Pay Another Special Dividend

Aware, Inc., a supplier of biometrics software and DSL service assurance products, today announced that its Board of Directors has declared a special cash dividend of $1.80 per share, or approximately $40 million in total.  The special cash dividend will be paid on December 17, 2012 to shareholders of record as of December 3, 2012. The…

Silgan Commences Dutch Auction Tender for Shares

Silgan Holdings Inc., a supplier of rigid packaging for consumer goods products, has commenced a “modified Dutch Auction” tender offer to purchase up to $250 million of its common stock. The tender offer begins today. In addition, Silgan announced today that its Board of Directors has authorized the repurchase of up to an additional $100 million of…

Echo Lake Demands Edgewater Tech to Maximize SH Value

Demands Board explore strategic alternatives to maximize shareholder value            Stock declined by 55% from 2007 to 2011            Stock underperformed peer group by 89% from 2007 to 2011            $39 million of shareholder value destroyed while top three executives received $8.6 million of compensation            Cash represents 33% of equity market capitalization            Independent Directors highly compensated but own…