Monthly Archives: March 2015

MSG to Spin Off Sports/Entertainment Unit

The Madison Square Garden Company (Nasdaq:MSG) today announced the filing of an initial Form 10 Registration Statement with the U.S. Securities and Exchange Commission (“SEC”) in connection with MSG’s previous announcement that it was exploring a possible separation of its businesses into two publicly traded companies. The planned separation would be structured as a tax-free spin-off of the sports…

Targacept not a Liquidation After All

  Targacept, Inc. and Catalyst Biosciences, Inc., a privately held biopharmaceutical company, jointly announced today that they have entered into a definitive agreement to merge the two companies. The combined entity, to be named Catalyst Biosciences, Inc., is expected to create a financially strong company to harness the catalytic power of engineered human proteases to develop…

Black Diamond to Review Strategic Alternatives

(Excerpt from Q4-14 earnings release – March 16, 2015) Black Diamond has engaged the financial advisory firms Rothschild Inc. and Robert W. Baird & Co. (“Baird”) to lead the exploration of a full range of strategic alternatives for each of the Company’s brands, Black Diamond, POC and PIEPS. Warren Kanders, executive chairman of Black Diamond,…

Foundation Points to Lax Governance at Stewart

3/12/2015 Dear Members of the Board of Directors of Stewart Information Services: Foundation Asset Management owns approximately 1.7 million shares of Stewart Information Services Corporation (STC), or 7.45% of the shares outstanding.  Foundation has owned shares of STC since 2013, and we believe the company has an outstanding franchise with the potential to generate significant profitability…

Orange Capital Chimes in on PNK

  On March 9, 2015, Orange issued a press release announcing that the the Fund is encouraged by Gaming and Leisure Properties, Inc.’s (GLPI) offer to purchase Pinnacle’s real estate assets.  Further, the March 9 Press Release stated that Orange believes that the board of directors of the Issuer should immediately engage with GLPI, but that…

Meru Comments on Unusual Trading Activity

  Meru Networks commented on the recent trading activity in its stock. There has been an uncharacteristically high volume of trading in the Company’s common stock on March 9, 10, and 11, 2015. This has caused the Company’s management to believe it necessary to advise our investors that this high volume was not the result…

Starboard Value Lays into LSB Industries

  On March 10, 2015, Starboard Value LP delivered a letter to the Board of LSB Industries.  In the letter, Starboard expressed its belief, among other things, that the Issuer is deeply undervalued and that significant opportunities exist to create value for the benefit of all shareholders based on actions within the control of management…

Twin Securities Chimes in on ARCP BoD

  March 10, 2015 The Board of Directors American Realty Capital Properties, Inc. 1065 Avenue of the Americas, 23rd Floor New York, NY 10018 Gentlemen: Twin Securities, Inc. and its principals and affiliates are currently among the largest shareholders in American Realty Capital Properties, Inc. (“ARCP” or the “Company”). We are pleased that ARCP has finally…

Corvex Does not Trust ARCP BoD

(13D/A filing by Corvex – see previous SSM alerts on ARCP for background information) It continues to be the Reporting Persons’ view that none of the directors who have had ties with past affiliated entities and leadership of the Issuer or were on the Board when a number of questionable transactions were approved—Messrs. Stanley, Michelson,…

FrontFour Slide-Deck for OM Group

On March 4, 2015, FrontFour Capital issued a detailed presentation regarding the Issuer. FrontFour offered support for its concerns regarding the Issuer’s history of stock price underperformance, weak financial performance and poor capital allocation. FrontFour expressed its belief that urgent change is needed to the Issuer’s Board of Directors. The Presentation further lays out FrontFour’s…

Bob Evans Getting Hammered for Nixing Spin-Off

Strategic initiatives — interim update Commenting on strategic initiatives the Board is addressing, Mary Kay Haben, Non-Executive Chair of the Board, said, “Last December, the Board of Directors concluded that the Company would benefit from new leadership and enhanced execution. In the wake of that leadership change, the Board and management are working together with…

Polar Securities Explains Discount to GTU

North Pole has held Central GoldTrust (GTU) Units continuously since 2013 and Polar Securities, as investment advisor to North Pole, has taken the steps described herein to address the persistent trading discount of Units to their net asset values. From January 1, 2014 through January 31, 2015, Units traded at an average discount of 5.7%…

Privet Wants Hardinge Sold

On March 3, 2015, Privet Fund delivered a letter to the Board of Directors of Hardinge Inc.  The letter outlines the significant concerns of Privet regarding the lack of accountability of management and the Board following a sustained period of underperformance.  Specifically, Privet calls attention to Hardinge’s poor track record of capital allocation, history of…

MCG Capital Looking for a Buyer

    MCG Capital Corporation, based on a thorough business review, has determined that it will explore strategic alternatives for the company to maximize value for stockholders, including a possible sale. The Board has engaged Morgan Stanley & Co. LLC as financial advisor and Wachtell, Lipton, Rosen & Katz as legal counsel to assist in…

Kerrisdale Asks Webster to Spin Off Bank

  March 2, 2015 James C. Smith Chairman and Chief Executive Officer Webster Financial 145 Bank Street Waterbury, CT 06702 cc: Board of Directors Dear Jim, As you know, Kerrisdale Capital Management is a proud Webster Financial shareholder. We greatly respect what you and your team have achieved over the years, building both a strong,…

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