Monthly Archives: October 2014

Lone Star Files 13D on Callon Petroleum.. Again

(Market Cap $257M) On January 6, 2014, Lone Star had disclosed its detailed valuation argument for CPE (see SSM alert “Lone Star’s Follow-Up on Callon Petroleum”). In its filing, Lone Star stated “We believe Callon’s current valuation discount and its poor historical stock price performance result from the Company’s poor operating and financial track record,…

Post-Reorg Chemtura to Conduct Dutch Auction

(Market Cap $2B) Chemtura Corporation is commencing a modified “Dutch auction” tender offer to purchase for cash shares of its common stock for an aggregate purchase price of no more than $300 million. Pursuant to the tender offer, company stockholders may tender all or a portion of their shares (1) at a price specified by the…

Starboard Getting Frustrated with RealD

October 29, 2014 RealD Inc. 100 N. Crescent Drive, Suite 200 Beverly Hills, California 90210 Attn: Michael V. Lewis, Chairman and Chief Executive Officer cc: Board of Directors Dear Michael, Four weeks ago today, Starboard Value LP, together with its affiliates (collectively, “Starboard”, “we”, or “our”), submitted a non-binding indication of interest to purchase all…

SPX Corp to Spin Off Flow Unit

(Market Cap $4.1B) SPX Corporation has approved a plan for a tax-free spin-off of its Flow business into a new standalone, publicly traded company.  This transaction is expected to be completed within twelve months. Upon completion of the spin-off, the Future Flow Company will be an independent, pure-play flow company providing highly engineered technologies and services…

Is ATK Spin-Off in Jeopardy?

(Market Cap $4.14B) ORB stock is blowing up this morning; Please see previous SSM alert on ATK for background information on the spin. Yesterday, Orbital Science had a major disaster in Va (see Reuter’s note below) An unmanned Antares rocket exploded seconds after liftoff from a commercial launch pad on Virginia’s eastern seaboard on Tuesday,…

BioFuel Closes JBGL Acq; Tomorrow New Co Ticker GRBK

Green Brick Partners, inc. (formerly known as BioFuel Energy Corp.) announced today that it has completed its previously announced acquisition of the equity interests of JBGL Builder Finance, LLC and certain subsidiaries of JBGL Capital, LP from certain affiliates of Greenlight Capital, Inc., and James R. Brickman. The purchase price for the Acquisition was $275 million, which…

Madison Square Co to Consider Spin Off

(Market Cap $5.75B) The Madison Square Garden Company has approved a plan to explore a possible spin-off that would separate its entertainment businesses from its media and sports businesses, creating two distinct publicly traded companies. Separately, the Board has authorized the repurchase of up to $500 million of the Company’s Class A common stock and announced the…

Procter & Gamble to Split Off Duracell

(Market Cap $231B) Duracell Announcement Consistent with its plans to focus and strengthen its brand and category portfolio, P&G announced its intention today to exit the Duracell personal power business by creating a stand-alone Duracell company. P&G said its goals in the process of exiting this business are to maximize value to P&G’s shareholders and…

Broadfin’s Proxy Stmt on Cardica is an Interesting Read

Broadfin believes that Cardica’s MicroCutter product line based on “staple-on-strip” technology is unique and addresses the $1.3 billion market opportunity for laparoscopic and surgical staplers. The technology allows Cardica’s staplers to have smaller diameters (5mm compared to 12mm for conventional staplers) and greater articulation, both of which should be desirable to surgeons. The company is…

GSK Exploring IPO of HIV Unit

(Market Cap $105B) (Excerpt from press release dated 10-22-2014) Five years ago, we created ViiV Healthcare, a new standalone global business focused on development of treatments for HIV. This has been a highly innovative and successful venture with our equity partners Pfizer and Shionogi. The business has made very significant progress in both R&D and…

Microcap Almaden to Spin Off Exploration, Royalties

(Market Cap $93M) Almaden Minerals has approved a strategic reorganization of its business. Almaden’s early stage exploration projects, royalty interests and certain other non-core assets will be transferred to a newly incorporated company (“Spinco”). Shareholders of the Company will receive shares in Spinco in proportion to their shareholdings in Almaden. There will be no change to shareholders’ existing…

Ancora Sends Letter to Autobytel Re Valuation Discount

(Market Cap $84M) Autobytel Inc. Board of Directors: Ancora Advisors LLC owns 428,394 shares, or approximately 4.74% of the outstanding shares of Autobytel Inc. (“ABTL” or “the Company”).  We are writing to express our conviction that it would be in the best interest of Autobytel’s shareholders for the Board of Directors to immediately retain an investment banker…

JANA Gets Involved with Hertz

(Market Cap $9B; JANA owns 7%; The 32,046,708 shares (including options to purchase 11,378,815 Shares) reported herein by the Reporting Person were acquired at an aggregate purchase price of approximately $579 million. ) The Reporting Person acquired the Shares because it believes the Shares are undervalued and represent an attractive investment opportunity. The Reporting Person has…

This May Be Newcastle’s Final Spin Off.. Maybe.

Newcastle Investment Corp. has approved the details and timing of the spin-off of its senior living business.  The spin-off will establish the senior living business as an independent, publicly traded real estate investment trust called New Senior Investment Group Inc. The spin-off will be effected as a distribution of all of the outstanding shares of common…

ShaMaran Petroleum to Conduct Rights Offering

(Market Cap $134M) ShaMaran will launch a CAD 75 million equity rights offering to its shareholders that is supported by a comprehensive equity support arrangement from major shareholders, Lorito Holdings S.a.r.l., Zebra Holdings and Investments S.a.r.l. and Lundin Petroleum B.V. The proceeds of this financing will augment the funding required for the development of the Corporation’s…

Willner Capital Discloses Letter to Cash Rich ASEI

(Market Cap $405M) September 26, 2014 Board of DirectorsAmerican Science and Engineering, Inc.829 Middlesex TurnpikeBillerica, Massachusetts 01821Attention: Denis R. Brown, Chairman Dear Mr. Brown: I am writing this letter on behalf of Willner Capital, Inc., who together with its affiliates (“Willner Capital” or “we”), is one of the largest stockholders of American Science and Engineering, Inc. (“ASEI”…

Compuware to Spin Off COVS; Stock is Cratering in Anticipation..

Compuware Corporation (CPWR), the technology performance company, today announced that its board of directors has approved the distribution of all of its equity interest in Covisint (COVS) to Compuware shareholders and holders of Compuware restricted stock units and has determined the approximate distribution ratios, record date and distribution date for the spin-off. The Compuware board…

Golden Gate Signs Confi with Ann Inc.

  Purpose of Transaction. The response set forth in Item 4 is hereby amended and supplemented by adding the following: Subsequent to the Original Filing, the Issuer and Ultimate Parent have been engaged in a collaborative, constructive dialogue. The Issuer and Ultimate Parent believe that, given Ultimate Parent’s expertise in specialty retail and the positive interactions…

Liberty Media Sets Record Date for Broadband Spin

(Market Cap $15.51B) Liberty Media Corporation, in connection with the spin-off of its subsidiary Liberty Broadband Corporation, has declared a record date of 5:00 p.m., New York City time, on October 29, 2014 for the distribution of the Liberty Broadband common stock and set a distribution date of 5:00 p.m., New York City time, on…

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