Monthly Archives: December 2012

Altisource Portfolio Solutions Completes Spin-Offs

Altisource Portfolio Solutions S.A. today announced the successful consummation of its previously announced spin-offs of Altisource Residential Corporation and Altisource Asset Management Corporation. The spin-offs and the distribution to Altisource’s shareholders of Residential Class B common stock and AAMC common stock complete the separation of Residential and AAMC from Altisource and their transition to independent public companies….

Starboard Points to Tessera’s Manipulation of Bylaws

Item 4 is hereby amended to add the following: The Reporting Persons have serious concerns with the Issuer’s recent history of undertaking stockholder-unfriendly manipulation of the nomination deadline in connection the Issuer’s annual meetings of stockholders.  Last year, on December 21, 2011, shortly after Starboard began accumulating a position in the Issuer, the Issuer intentionally…

Elan’s Spin-Off Completed

Elan Corporation, plc has completied the separation of a substantial portion of its drug discovery business (the Prothena Business) into a new independent, publicly traded company, Prothena Corporation plc (Prothena). Prothena, which is incorporated in Ireland, commenced trading on the NASDAQ Global Market under the ticker symbol “PRTA”. Under the terms of the demerger, Elan shareholders on the…

Marcato Capital Presents a Value-Unlock Case for DineEquity

The acquisitions of these securities were made in the ordinary course of the Reporting Persons’ investment activities. The Reporting Persons have engaged, and expect that in the future they will continue to engage in discussions with and/or meet with management, the Board of Directors of the Issuer, potential acquirers, financing sources and other shareholders and/or formulate…

Icahn Wants a Yes or No Answer from Greenbrier

William A. FurmanPresident and Chief Executive OfficerThe Greenbrier Companies Inc.One Centerpointe DriveLake Oswego, Oregon 97035 Dear Bill: I am writing on behalf of the Board of Directors of American Railcar Industries, Inc. and its Chairman, Carl C. Icahn. We are very confused regarding the press release Greenbrier issued yesterday in response to American Railcar’s offer to…

DC Capital Proposes Cash Offer for Michael Baker Corp

December 19, 2012 Members of the Board of Directors   c/o Richard L. Shaw, Chairman Michael Baker Corporation Dear Mr. Shaw and Members of the Board of Directors: Thank you for your leadership to date.  As a significant individual shareholder of Michael Baker Corporation (“Michael Baker” or the “Company”), I appreciate your attempts to enhance value…

Viad Corp Looking at Spinning Off Units

On August 23, 2012, Starboard had filed a 13D on VVI disclosing a 5.9% ownership at an average cost of $18.35; Today, Starboard filed an amended 13D disclosing that it had reduced its position to 4.2% which is not surprising given that the stock has risen 42% in the past 30 days. Viad Corp’s Board…

Viad Corp Looking at Spinning Off Units

On August 23, 2012, Starboard had filed a 13D on VVI disclosing a 5.9% ownership at an average cost of $18.35; Today, Starboard filed an amended 13D disclosing that it had reduced its position to 4.2% which is not surprising given that the stock has risen 42% in the past 30 days. Viad Corp’s Board…

Uranium Resources to Undertake Rights Offering

Uranium Resources, Inc. has filed a proxy statement to seek shareholder approval of a reverse stock split. The Company also announced the closing of $5 million in bridge financing with Resource Capital Fund V L.P. (“RCF”) and the Company’s plan to undertake a shareholder rights offering in 2013. URI plans to conduct a Rights Offering within 60…

Mt. Kellett Capital Unhappy with Clearwire Transaction

On December 14, 2012, the Reporting Person, on behalf of the Funds, (i) delivered a letter (the “December 14 Stockholder Letter“) to a special committee of the Company’s board of directors (the “Special Committee“) formed to review Sprint Nextel Corporation’s (“Sprint“) proposal to acquire the Company’s outstanding voting stock not already owned by Sprint for…

Elliott Assoc Bids $11 Per Share for Compuware

December 17, 2012 The Board of DirectorsCompuware CorporationOne Campus MartiusDetroit, Michigan  48226 Dear Members of the Board of Directors: I write to you on behalf of Elliott Management Corp. and its funds Elliott Associates, L.P. and Elliott International L.P. (collectively, “Elliott”) which collectively own, or have an interest economically equivalent to, 8.0% of the common…

Compuware Files for IPO of Covisint

Compuware Corporation today announced that Covisint Corporation, currently a wholly owned subsidiary of Compuware, submitted a draft registration statement on a confidential basis to the U.S. Securities and Exchange Commission for a possible initial public offering of its Class A common stock. The Proposed IPO is intended, among other things, to give Covisint greater flexibility to…

Life Sciences Company to IPO Unit & Spin-Off Interest to Shareholders

Harvard Bioscience, Inc., a life science research and regenerative medicine company announced that its wholly-owned subsidiary, Harvard Apparatus Regenerative Technology, Inc., filed a registration statement with the SEC for an initial public offering, or IPO, of Harvard Apparatus Regenerative Technology’s common stock. Following the IPO, Harvard Apparatus Regenerative Technology will own Harvard Bioscience’s regenerative medicine device…

PL Capital Questions Orrstown’s Corp Governance

This is the PL Capital Group’s first amended Schedule 13D filing.  The PL Capital Group owns 6.8% of the Company’s Common Stock, based upon the Company’s aggregate outstanding shares as of November 1, 2012.  PL Capital Group acquired the Common Stock because it believes the Common Stock is undervalued.  PL Capital’s intent is to monitor…

Balch Hill Questions Cash-Rich STEC’s Strategy

Item 4 is hereby amended to add the following: On December 6, 2012, the Reporting Persons delivered a letter to the Board of Directors of the Issuer (the “Board”) expressing their serious concerns about the strategic direction of the Issuer and its current performance.  In the letter, the Reporting Persons recognized the substantial value of…