Monthly Archives: November 2012

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…

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…

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.

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….

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…

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…

JANA Files 13D on Agrium Inc.

 The Reporting Persons acquired the Shares because they believe the Shares are undervalued and represent an attractive investment opportunity.  Since May 2012, representatives of JANA have had phone calls and meetings with the Issuer’s management relating to the Issuer’s capital allocation, cost management, corporate structure and related matters.  JANA has also released public presentations and…

Another Shareholder Letter to CEDC BoD

Mark Kaufman16, boulevard de la Princesse Charlotte98000 Monaco November 19, 2012 Members of the Board of DirectorsCentral European Distribution Corporation3000 Atrium Way, Suite 265Mt. Laurel, New Jersey  08054 Dear Members of the Board of Directors and Special Committee, I have carefully read the Special Committee’s “open letter” to CEDC shareholders and bondholders from last Friday,…

Pergament Asks Overland Storage BoD to Maximize SH Value

November 16, 2012 Overland Storage Attn: Board of Directors Board of Directors Pergament Advisors, LLC is the investment manager of Pergament Multi-Strategy Opportunities, LP (“Pergament”) that owns a significant economic interest in Overland Storage, Inc. (“Overland” or the “Company”). Based on publicly available information Pergament is a top 10 shareholder. Since Eric Kelly became CEO…

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…

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…