Monthly Archives: September 2014

dELiA*s Gets Offers, Initiates Strategic Review

(Market Cap $21M) dELiA*s, Inc. a retail company primarily marketing to teenage girls has received several inquiries from third parties regarding a potential acquisition of the Company. In response, the Company’s Board of Directors has determined it appropriate to explore and evaluate strategic alternatives to enhance stockholder value, including a possible sale, merger, or other form…

eBay to Spin Off PayPal

(Market Cap $65.4B) eBay Inc. has approved a plan to separate the company’s eBay and PayPal businesses into independent publicly traded companies in 2015, subject to customary conditions. In its recently completed review, the board concluded: A changing competitive landscape creates enormous opportunities for eBay and PayPal; separation will create sharper strategic focus and better…

Roumell Sends Letter to Cash-Rich SeaChange

September 29, 2014 Board of Directors SeaChange International Inc. 50 Nagog Park Acton, MA 01720 To Board of Directors: Roumell Asset Management, LLC owns over two million shares, approximately six percent, of SeaChange’s common stock.  We invested because we believe the company is exceptionally well-positioned to take advantage of a major secular shift in how consumers…

Spin-Off Meltdown: Civeo Corp

(Market Cap $1.4B) 1. Civeo Corporation, a provider of permanent and temporary workforce accommodations, catering, facility management and logistics services, was spun off from Oil States International (OIS) on May 31, 2014.  Activist fund Jana had pushed OIS to effectuate the spin. (See SSM alert dated 4/30/2013 “Jana pushes Oil states to spin off a…

Cosi Announces Rights Offering

Così, Inc., the fast casual restaurant company, today announced filing a registration statement on Form S-1 with the SEC on September 26, 2014, for a rights offering to Cosi, Inc.`s existing shareholders.  The Company plans to make the rights offering through the distribution of non-transferable subscription rights to purchase shares of the Company`s common stock…

NiSource to Spin Off Nat Gas Pipeline

(Market Cap $12.2B) NiSource Inc. has approved a plan to separate its natural gas pipeline and related businesses into a stand-alone publicly traded company.  The transaction will result in two companies: NiSource Inc., a fully regulated natural gas and electric utilities company, and Columbia Pipeline Group Inc. (CPG), a pure-play natural gas pipeline, midstream and storage…

Starboard’s Case for AOL-Yahoo Merger

September 26, 2014 Marissa A. Mayer, President and CEO Yahoo! Inc. 701 First Avenue Sunnyvale, California 94089 cc: Board of Directors Dear Marissa, Starboard Value LP, together with its affiliates (“Starboard”), is currently a significant shareholder of Yahoo! Inc. (“Yahoo” or the “Company”). By way of background, Starboard Value LP is an investment management firm…

Marathon Wants Fair Price for Shutterfly

(Market Cap $1.9B; Marathon owns 5.29%) The Reporting Persons have been and may continue to be in contact with members of the Issuer’s management, the Issuer’s Board of Directors, other significant shareholders and others regarding alternatives that the Issuer could employ to improve shareholder value. On September 25, 2014, the Reporting Persons sent a letter…

FrontFour Capital Files 13D on NOA

(Market Cap $215M; Frontfour owns 3.3M shares or 9.2% at an average cost of $4.25 per share) The Reporting Persons purchased the Shares based on their belief that the Shares, when purchased, were undervalued and represented an attractive investment opportunity. The Reporting Persons may endeavor to increase or decrease their position in the Issuer through,…

Discovery Group Wants Exa Corp to look for Buyer

(Market Cap $162M; Discovery owns 7%) On September 24, 2014, Discovery Group sent a letter to the Board of Directors of the Company setting forth Discovery Group’s recommendation that the Board hire a financial advisor to thoroughly and proactively evaluate all strategic alternatives available to the Company, including a possible sale of the Company, and explaining…

Engaged Cap Issues Letter to Oplink BoD

Oplink Shareholders for Change (“OSC”), a group led by Engaged Capital, LLC and Voce Capital Management LLC, who together with the other participants in their solicitation collectively own approximately 6.9% of the outstanding shares of Oplink Communications Inc. announced today that it has filed preliminary proxy materials with Securities and Exchange Commission seeking the election…

P2 Capital Discloses Previous Offer for Epiq

Purpose of Transaction  The Reporting Persons acquired their beneficial ownership of the Shares in order to obtain a significant equity position in the Issuer.  If the Issuer and the Reporting Persons become interested in engaging in discussions relating to a take-private transaction, part of the Reporting Persons’ purpose in acquiring the Shares may be to…

Former Officers of Alere Form Group to Buy Co

(Market Cap $3B) Over the past two months, Ron Zwanziger has contacted multiple parties to ascertain their interest in supporting an acquisition of the Issuer. He has discussed the responses received from these parties with David Scott and Jerome F. McAleer, and they have concluded that indeed such a transaction can be financed, subject to…

Broadfin to Start Proxy Fight Against Cardica

(Market Cap $95M; Broadfin owns 9.98%) On September 10, 2014, Broadfin Master and its affiliates (“Broadfin”) delivered a letter to the Issuer nominating Gregory D. Casciaro, R. Michael Kleine, Kevin Kotler and Samuel E. Navarro (the “Nominees”) for election to the Board of Directors of the Issuer (the “Board”) at the 2014 annual meeting of…

Another Follow Up by JEC Capital on Synacor

On September 11, 2014, the Reporting Persons issued an open letter to the Board of Directors of the Issuer providing, among other things, a list of objectives the Reporting Persons identified as measures that would result in increased and sustainable shareholder value. Dear Board of Directors:  Beginning in June, we made several attempts to engage…

JDSU to Spin Off Unit

(Market Cap $2.8B) JDSU has approved a plan to separate JDSU into two publicly traded companies: An optical components and commercial lasers company (“CCOP”) consisting of JDSU’s current Communications and Commercial Optical Products segment. The CCOP company serves a $7.4 billion optical communications market expected to grow at a compounded rate of 11 percent over the next…

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