Hedge Fund Solutions: Activist Investment Campaigns, May 1stVW Staff
Hedge Fund Solutions will be doing a multi-part series via Valuewalk over the next month. The research firm’s catalyst equity research report weekly research highlighting activist investment campaigns.
See Highly Probable Activist Investing Targets here
Hedge Fund Solutions: Activist Investment Campaigns
AeroCentury Corp (ACY)
Activist Investor: Lee Beaumont
On April 29 ISS recommended ACY shareholders vote for Beaumont.
We initially covered ACY on December 5 when Beaumont proposes to acquire ACY for $12.50 per share in cash. http://www.sec.gov/Archives/edgar/data/1036848/000110465914085088/a14-25726_1ex99d1.htm
On December 17 ACY rejected Beaumont’s offer.
After having his $12.50/share offer rejected by ACY’s board, Beaumont sent a letter saying he is willing to discuss an increased offer before January 14 or he may seek board representation.
On February 11 Beaumont nominated himself to the board of ACY.
On April 21 Beaumont issued a presentation seeking support for his appointment to the board.
On April 23 Beaumont issued a shareholder letter outlining the need for new directors, highlighting the company’s continuing poor performance and excessive fees.
Ariad Pharmaceuticals (ARIA)
Activist Investor: Sarissa Capital
On April 28 ARIA entered into a settlement with Sarissa under which the CEO has agreed to retire and a CEO search committee will be chaired by a member of Sarissa; Sarissa’s nominee will fill the vacancy on the board created by the CEO’s retirement.
On October 29, 2013 Sarissa Capital disclosed a 6.22% “active” stake in ARIA and disclosed plans to seek board representation.
On February 21, 2014 ARIA agreed to appoint 1 rep from Sarissa to the board immediately and 1 additional director in the future approved by Sarissa
Sarissa requested a waiver relating to the company’s NOL Poison Pill in order to increase its ownership to 9.9%. The request was denied and ARIA claims the public request is a breach under the Feb 2014 standstill agreement.
On February 13 we reported that there were rumors that Sarissa will launch a proxy contest before the Feb 25th deadline to nominate directors
Sarissa nominated two candidates to the board and demanded any settlement include the CEO’s retirement
On February 24 Sarissa added a third nominee to its slate
Atlantic Power (AT)
Activist Investor: Mangrove Partners
Mangrove Partners is rumored to be pushing AT to pay a special dividend of $300 million, or about $2.50/share, and may nominate directors to the board.
We initially covered AT on October 16, 2014 when the Clinton Group sent a letter to the Board calling on them to re-engage in a sale process, after the company announced it will remain independent. Clinton stated, “Given the strength of the auction as we understand it, we believe there is a deal to be achieved at prices above $4.00 per share, or over a 100% premium to yesterday’s stock price.”
On November 24 AT entered into a settlement with Clinton to add two new directors to a 7-person board
Chesapeake Lodging Trust (CHSP)
Activist Investor: UNITE HERE
Labor Union UNITE HERE issued a shareholder presentation seeking support for several changes, including: shareholders rights to amend bylaws, ability to vote on the poison pill, lowering standard to remove directors for cause, say on pay for golden parachutes, and removing change in control severance payments.
ClickSoftware Technologies Ltd. (CKSW)
Activist Investor: Vector Capital
Francisco Partners agreed to buy CKSW for $12.65/share
We initially covered 10/18/2013 Discovery disclosed a 5.6% “active” stake in CKSW; 3/6/2015 Vector Capital disclosed a 5.93% “active” stake in CKSW
Casella Waste Systems, Inc. (CWST)
Activist Investor: JCP Investment Management
JCP issued a press release announcing plans to elect three new directors to the board and outlined the Company’s history of underperformance and poor governance.
E.I. du Pont (DD)
Activist Investor: Trian Fund
Trian sent a letter to DD shareholders discussing ISS’s recommendation for two of Trian’s nominees.
We initially covered DD on September 16, 2014 when Trian sent a letter/whitepaper to DuPont urging the board to break itself up http://trianwhitepapers.com/
At that time, Dupont issued a press release saying the board is committed to continuing on its strategic plan.
On January 8 Trian nominated four candidates for election to the DuPont board and outlined why DuPont is an inefficient conglomerate.
DuPont issued a press release commenting on Trian’s nomination.
DuPont added two new directors and said it tried to settle with Trian by offering one seat to a Trian nominee other than Nelson Peltz. Trian applauded the additional two board members but said any settlement must include Peltz. In addition, Trian outlined the outstanding issues they intend to address if elected to the board.
Trian issued a shareholder presentation, a letter and a new website www.DuPontCanBeGreat.com supporting its nominees to the board.
On February 17 Trian issued a shareholder presentation titled, “A Referendum on Performance and Accountability” http://www.sec.gov/Archives/edgar/data/30554/000093041315000692/c80358_ex-1.htm
Dupont issued a letter saying Trian is basing its fight on myths
Trian filed its proxy materials, posted introductory videos of its four nominees to its website (www.DuPontCanBeGreat.com), and issued a shareholder letter
On April 8 Trian sent a letter to DuPont stockholders urging them to hold the board and management accountable for DuPont’s consistent underperformance
On April 21 Trian updated its talking points in a shareholder presentation
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