Monthly Archives: September 2013

Clinton Group Calls Nutrisystem Stock Extremely Undervalued

(Market cap $395 million; Clinton Group owns 5.2%) PURPOSE OF TRANSACTION The Reporting Persons initially acquired beneficial ownership of the Common Stock of the Issuer for investment purposes because they believed the Issuer’s Common Stock represented an attractive investment opportunity. The Reporting Persons believe that the Common Stock at current market prices is undervalued. On…

Zoltek Being Bought for $16.75/Share

Zoltek Companies, Inc. today announced that it has entered into a merger agreement with Toray Industries, Inc. Under the terms of the agreement, Toray will acquire all of the Company`s outstanding shares for $16.75 per share in cash, for a total equity value of approximately $584 million. In connection with the execution of the merger…

Tech Target Commences Stock Buyback

TechTarget, Inc. has commenced a tender offer to purchase up to 6.5 mm shares of its common stock at a price of $5.00 per share. The number of shares proposed to be purchased in the tender offer represents approximately 16.79% of the approximately 38,724,720 million shares of TechTarget’s common stock issued and outstanding as of…

Cove Street Capital Sends Letter to RG Barry

September 18, 2013 Board of Directors R.G. Barry Corporation 13405 Yarmouth Road N.W. Pickerington, Ohio 43147 To the Members of the Board: Cove Street Capital is a Los Angeles based investment manager that presently owns 479,809 shares of RG Barry, representing 4.2% of RG Barry’s shares outstanding. To echo the thoughts of Mill Road Capital,…

Sandell Sends a Detailed Letter to Bob Evans Farms

September 23, 2013 The Board of Directors Bob Evans Farms, Inc. Attention: Corporate Secretary 3776 South High Street Columbus, OH 43207 Ladies and Gentlemen: Based on the previous discussions that we have had with Steven Davis and Michael Gasser, you may be aware that Sandell Asset Management Corp. (“Sandell”) is among the largest shareholders of…

GenVec Withdraws its Liquidation Plan

(Market Cap $20 million) GenVec, Inc. has withdrawn its Plan of Complete Liquidation and Dissolution previously adopted on May 24, 2013. The Company also announced that it will pursue a strategy focused on maximizing the value of its technology and assets, including its collaboration with Novartis to develop novel treatments for hearing loss. In connection…

National Oilwell to Spin Off Distribution Biz

(Market Cap $33.5 billion) National Oilwell Varco, Inc. is planning to spin-off NOV’s distribution business from the remainder of the Company, creating two stand-alone, publicly traded corporations. The Company believes that the separation of the distribution business can be accomplished via a tax-efficient spin-off to NOV shareholders. As a separate company, the distribution group would…

Carlson Capital Rejects Boise Deal

The Reporting Persons originally acquired the Common Stock reported herein for investment in the ordinary course of business because they believed that such shares of Common Stock, when purchased, were undervalued and represented an attractive investment opportunity. On September 16, 2013, the Issuer and Packaging Corporation of America (“PCA”) entered into a definitive agreement, pursuant…

Fairfax Bids $9 per Share for BlackBerry Limited

September 23, 2013 BlackBerry Limited 295 Phillip Street Waterloo, Ontario Canada N2L 3W8 Attention: Mr. Tim Dattels Chair, Special Committee of the Board Dear Mr. Dattels: Further to our recent telephone conversation regarding BlackBerry Limited (the “Company”), we are pleased to provide the Board of Directors of the Company (the “Directors”) with our proposal of an all cash…

Marchex Kills Archeo Spin-Off

(Market Cap $263 million) Marchex, Inc.,  a mobile performance advertising company, announced that it will not pursue a spin-off of its domains-related assets into a stand-alone, publicly-traded company at this time and that Archeo will continue to operate as an independent division of Marchex. Marchex came to this conclusion as part of a recent strategic review. The…

Roumell Presses Transcept to Auction Entire Co

(Market Cap $70 million)  September 19, 2013   Board of Directors Transcept Pharmaceuticals, Inc. 1003 W. Cutting Blvd Suite 110 Pt. Richmond, CA 94804   Roumell Asset Management is Transcept’s largest shareholder.  In light of Retrophin, Inc.’s offer to purchase the company on September 18, 2013, it is incumbent upon the Board to hire an investment…

Orange Capital’s Detail Letter to PHH Corp

(Market Cap $1.3 billion) Letter to Mr. Glen A. Messina, dated September 19, 2012        September 19, 2013 Mr. Glen A. Messina President and Chief Executive Officer PHH Corporation Dear Glen:  Orange Capital, LLC, a New York based investment fund, is the owner of 2,866,824 shares of PHH Corporation (“PHH” or the “Company”)…

Americas Petrogas Initiates Strategic Review

(Market Cap $223 million) Americas Petrogas Inc. has announced that, following recent success of its ongoing Vaca Muerta Shale exploration program and recent industry enquiries concerning potential business opportunities, its Board of Directors has authorized management to commence a process to review strategic alternatives for maximizing shareholder value. The Company has engaged Jefferies LLC as its sole…

Agilent to Spin Off Electronic Measurement Unit

 (Market Cap $16.3 billion) Agilent Technologies Inc. plans to separate into two publicly traded companies: one in life sciences, diagnostics and applied markets (LDA) that will retain the Agilent name, and the other that will be comprised of Agilent’s current portfolio of electronic measurement (EM) products. The separation is expected to occur through a tax-free pro…

JANA Files 13D on Safeway

(Market Cap $7.2 billion; JANA has disclosed a 6.2% ownership which includes options) The Reporting Person acquired the Shares because it believes the Shares are undervalued and represent an attractive investment opportunity. The Reporting Person has had and may continue to have discussions with the Issuer’s management regarding a review of strategic alternatives including reviewing the markets in…