Monthly Archives: February 2013

Relational’s Presentation on The Timken Company

On February 27, 2013, Relational Investors prepared and distributed, for discussion purposes with shareholders of Timken and other interested parties, a presentation regarding the separation of the Company’s Bearings and Steel businesses. A copy of the presentation is linked below: http://www.sec.gov/Archives/edgar/data/98362/000110465913015663/a13-6211_1ex99db.htm

Starboard Presses Office Depot to Sell Mexican Unit

February 27, 2013   Members of the Board of Directors of Office Depot, Inc.   Dear Members of the Board,   As you know, Starboard Value LP, together with its affiliates (“Starboard”), currently owns approximately 14.8% of the outstanding common shares of Office Depot, Inc. (“Office Depot” or the “Company”), making us Office Depot’s largest…

Advantage Oil Initiates Strategic Review

Advantage Oil & Gas Ltd. has formed a special committee of independent directors to oversee the strategic alternatives review process with the assistance of its advisors, FirstEnergy Capital Corp. and RBC Capital Markets.  The Special Committee is working with its advisors to consider strategic alternatives that will enhance and maximize value for all shareholders. The…

Corvex/Related Demand CommonWealth REIT Halt Sale

Item 4 Purpose of Transaction  Each of the Reporting Persons acquired the Shares over which it exercises dispositive beneficial ownership in the belief that the Shares are undervalued. The Reporting Persons intend to have conversations, meetings and other communications with the management and board of trustees of the Issuer, shareholders and other persons, in each…

Relational Files 13D on SPX Corp.

The Reporting Persons acquired the Shares covered by this Statement because, in their opinion, such Shares are significantly undervalued due to the factors described below. Despite the Company’s attractive business mix, total shareholder returns and profitability have lagged peers’ due primarily to excessive prices paid for acquisitions.  This growth-at-any-cost strategy destroys shareholder value by overly…

Central European Distribution to Restructure Balance Sheet

Central European Distribution Corporation has launched exchange offers to holders of outstanding Convertible Senior Notes due 2013 and Senior Secured Notes due 2016. The exchange offers are part of a financial restructuring that contemplates a reduction of senior note debt by more than $750 million. The exchange offers were prompted in part by the impending March 15,…

Altai Capital’s Detailed Letter to Emulex Corporation

February 20, 2013 Mr. James McCluney Chief Executive Officer Emulex Corporation Dear Mr. McCluney: Altai Capital Management, L.P. (“Altai Capital”) is a beneficial owner of approximately 5.4% of the outstanding common stock of Emulex Corporation (“Emulex” or “the Company”), making us one of the Company’s largest shareholders. We purchased our first shares of Emulex in…

Carlson Capital Considers ES Deal Underpriced

 Item 4 of the Schedule 13D is hereby amended and restated in its entirety as follows:  The Reporting Persons do not believe the current offer by Energy Capital Partners (“ECP”) to acquire all shares of the Issuer’s outstanding Common Stock for $3.75 per share pursuant to an Agreement and Plan of Merger, dated as of…

Roumell Sends Another Letter to Tecumseh

February 20, 2013Tecumseh Products Company1136 Oak Valley DriveAnn Arbor, MI 48108 Dear Board of Directors and Corporate Secretary: We understand that Douglas M. Suliman, Jr. and Mr. Stephen P. Jackson, Jr. would agree to serve as directors on the Board of Directors (the “Board”) of Tecumseh Products Company (the “Company”), subject to certain conditions.  Roumell…

HealthSouth Tenders for $350 mm Stock

HealthSouth Corporation is commencing a “modified Dutch auction” tender offer in which the Company will offer to purchase up to $350,000,000 of its common stock at a price per share not less than $22.50 and not greater than $25.50.  Yesterday’s closing price of HLS common stock was $24.09 per share. The tender offer will expire at…

Starboard Delivers Letter to Tessera BoD

Dear Members of the Board, Starboard Value LP, together with its affiliates (“Starboard”), currently owns approximately 6.7% of the outstanding common shares of Tessera Technologies, Inc. (“Tessera” or the “Company”), making us one of the Company’s largest shareholders.  By way of background, Starboard is an investment management firm that seeks to invest in undervalued and…

Relational/CALSTRS Send Follow-Up Letter to Timken

Item 4 is hereby amended and restated as follows:  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…

Elliott Agrees to Standstill with Compuware

In connection with Elliott’s offer to acquire the Issuer, the Issuer agreed to provide certain non-public information to Elliott pursuant to a letter agreement, dated as of February 14, 2013 (the “Confidentiality Agreement”), with the Issuer.   The Confidentiality Agreement has a term of two years and contains, among other things, certain standstill provisions that…

Chiesi Proposes to Acquire Cornerstone Therapeutics

February 18, 2013  The Board of Directors Cornerstone Therapeutics Inc. Dear Members of the Board of Directors: I write to you on behalf of Chiesi Farmaceutici S.p.A. (“Chiesi”), which is the beneficial owner of approximately 60% of the outstanding common stock of Cornerstone Therapeutics Inc. (“Cornerstone”). As you know, Chiesi is a worldwide organization with…