1. Auction for Genzyme?
Genzyme Corp., a biopharm company based in Cambridge, Mass., has rejected a takeover offer from Sanofi-Aventis, the largest drug manufacturer in France.
According to a Bloomberg story, the discussions thus far have been informal, but "Sanofi may send a formal letter to Genzyme detailing its interest in an acquisition as soon as this week."
Genzyme has had the pleasure of Carl Icahn's company for some time now. Icahn curently controls two seats on the board. Icahn will surely make his views on the subject known if this does play itself out over the weeks to come.
GlaxoSmithKline is also sometimes mentioned as an interested party, so a real auction for Genzyme is a possibility.
2. Higher cross-border bid.
Alimentation Couche-Tard, the Canadian convenience store concern that owns the Circle K brand, has increased its bid for Casey's General Stores. It was bidding $36 a share in April and has now raised that to $36.75.
This values Casey's at $1.9 million, including debt says DealBook.
The offer expires at 5 PM on August 6 -- which, it so happens, is my baby sister's birthday. (Hello, Beth!)
Oh, and perhaps I' naive, but this strikes me as odd.
3. GSI Group Emerges from Chapter 11.
GSI is a multi-national family of companies that supply parts ("precision technology") to the medical, electronics, and industrial markets. Parts that, so far as I can tell, involve lasers.
Three of the entities within this family filed for chapter 11 reorganization in November 2009, in Delaware: GSI Group Inc., the parent Canadian holding company; GSI Group Corp., of Massachusetts; and MES International, Inc., a non-operating subsidiary of GSI Group Corp.
But now they have returned from that legal world of the undead to that of the truly living.
The Boston Business Journal, in May, described the descent into bankruptcy as
"a slew of regulatory and accounting setbacks that stemmed from revenue-booking practices between 2004 and 2008."
That got me curious, so I went here. Seventeen months ago, and eight months before its bankruptcy filing, GSI announced the results of an internal accounting probe and admitted to material revenue-recognition errors.
Showing posts with label Carl Icahn. Show all posts
Showing posts with label Carl Icahn. Show all posts
Tuesday, July 27, 2010
Wednesday, June 23, 2010
Reverse Mergers
Roddy Boyd has a fascinating entry on his blog about reverse mergers in the Chinese context.
A reverse merger is a transaction in which the role of acquirer and target are the reverse, in substance, of what they are in form. In the two trans-Pacific cases that especially interest Boyd, a dormant shell of a U.S. company (which, was, nonetheless, exchange listed) formally acquired a Chinese concern. The Chinese company then in essence became the "new" operation, and inherited that public listing.
As Boyd observes, this gives the Chinese concern "a quick route to the deep and liquid U.S. capital markets without the scrutiny and expense of a traditional initial public offering process."
I suspect Boyd is being too cynical about such transactions, though, Personally, I thnk that a clever way of short-circuiting regulations is a good thing, and I'm on the side of the hot-wirers. Of course, it is good to work within the law of both of the countries involved but ... that's the point, isn't it? The reverse merger is a way of working within the law without letting it massage you into a lump.
Meanwhile, Carl Icahn ....
Icahn has recently issued a letter strongly denouncing the management of Lions Gate Entertainment. Icahn's designs on Lions Gate are not news to anyone, least of all readers of this site. Still, the tone is sharper now.
In a letter to "members of the board" dated June 11, Icahn professes himself "truly mystified by some of your actions -- and your inaction -- in the face of the abject failure of the current management team to deliver value to shareholders...."
He also cautions the board against engaging in any "inappropriate defensive acquisition or other transaction in an attempt either to thwart our [tender] offer or to dilute our position following the expiration of the offer. We will not sit idly by if you attempt to employ inappropriate defensive tactics."
A reverse merger is a transaction in which the role of acquirer and target are the reverse, in substance, of what they are in form. In the two trans-Pacific cases that especially interest Boyd, a dormant shell of a U.S. company (which, was, nonetheless, exchange listed) formally acquired a Chinese concern. The Chinese company then in essence became the "new" operation, and inherited that public listing.
As Boyd observes, this gives the Chinese concern "a quick route to the deep and liquid U.S. capital markets without the scrutiny and expense of a traditional initial public offering process."
I suspect Boyd is being too cynical about such transactions, though, Personally, I thnk that a clever way of short-circuiting regulations is a good thing, and I'm on the side of the hot-wirers. Of course, it is good to work within the law of both of the countries involved but ... that's the point, isn't it? The reverse merger is a way of working within the law without letting it massage you into a lump.
Meanwhile, Carl Icahn ....
Icahn has recently issued a letter strongly denouncing the management of Lions Gate Entertainment. Icahn's designs on Lions Gate are not news to anyone, least of all readers of this site. Still, the tone is sharper now.
In a letter to "members of the board" dated June 11, Icahn professes himself "truly mystified by some of your actions -- and your inaction -- in the face of the abject failure of the current management team to deliver value to shareholders...."
He also cautions the board against engaging in any "inappropriate defensive acquisition or other transaction in an attempt either to thwart our [tender] offer or to dilute our position following the expiration of the offer. We will not sit idly by if you attempt to employ inappropriate defensive tactics."
Tuesday, June 15, 2010
Icahn, Genzyme Reach Agreement
Icahn and Genzyme had been waging a proxy contest in connection with the annual meeting scheduled for tomorrow, June 16.
Now, though, they have kissed and made up. Genzyme has agreed to increase the size of its board from 10 to 13. One of Icahn's nominees, Steven Burakoff, will fill one of the three new seats. Another one of the three new board members, Eric Ende, was a participant in the Icahn proxy solicitation. The third new appointee, Dennis Fenton, appears not to have an Icahn connection.
Fenton was the executive vice president in charge of operations at Amgen until his retirement from there in 2008.
But back to Burakoff. He is a cancer specialist, teaching oncology at the Mount Sinai School of Medicine, and leading the Tisch Cancer Institute at the Mount Sinai Medical Center.
Dr. Ende, a participant in the Icahn funds’ proxy solicitation, is a former biotechnology analyst with Merrill Lynch & Co. Inc.
Icahn made the usual gracious noises when agreement was reached: “I am always pleased when a proxy fight can be avoided. I believe Drs. Burakoff and Ende will add significant medical and financial expertise to the Genzyme board. I am also very heartened that the Genzyme board recently brought on Ralph Whitworth, a longtime activist, as a director, and announced that Dennis Fenton will shortly be added to the board as well.”
Now, though, they have kissed and made up. Genzyme has agreed to increase the size of its board from 10 to 13. One of Icahn's nominees, Steven Burakoff, will fill one of the three new seats. Another one of the three new board members, Eric Ende, was a participant in the Icahn proxy solicitation. The third new appointee, Dennis Fenton, appears not to have an Icahn connection.
Fenton was the executive vice president in charge of operations at Amgen until his retirement from there in 2008.
But back to Burakoff. He is a cancer specialist, teaching oncology at the Mount Sinai School of Medicine, and leading the Tisch Cancer Institute at the Mount Sinai Medical Center.
Dr. Ende, a participant in the Icahn funds’ proxy solicitation, is a former biotechnology analyst with Merrill Lynch & Co. Inc.
Icahn made the usual gracious noises when agreement was reached: “I am always pleased when a proxy fight can be avoided. I believe Drs. Burakoff and Ende will add significant medical and financial expertise to the Genzyme board. I am also very heartened that the Genzyme board recently brought on Ralph Whitworth, a longtime activist, as a director, and announced that Dennis Fenton will shortly be added to the board as well.”
Wednesday, June 2, 2010
Genzyme and the FDA
The Food and Drug Administration (FDA) has entered into a consent decree with Genzyme Corp. (GENZ), a Cambridge, Mass. based biopharm concern that has been one of the unwelcome objects of the attentions of activist investor Carl Icahn.
Icahn now owns just under 5% of the equity of the company, after having doubled his holdings in the first quarter. This is what I said about Genzyme in January.
In recent days, Genzyme has trumpeted two words from the FDA. First, that it has approval to market Lumizyme (its trademark product, chemically known as alglucosidase alfa) for patients with late-onset Pompe disease. Here's more on Pompe disease.
Second, that it has entered into a consent decree with the FDA, ending a dispute over the company's Allston manufacturing plant. The company said that this gives it "further clarity and certainty in our ongoing improvements to our manufacturing and quality systems at our Allston Landing facility."
Icahn, though, portrays the consent decree as bad news for stockholders, not good. It will bring with it tighter FDA scrutiny. The FDA, he writes in a recent "Dear Fellow Shareholder" letter, "has seemingly lost faith in the company's ability to make important drugs for patients. Why should shareholders not look to recharge the board with strong managerial talent and fresh ideas that can ask the right questions and demand performance?"
The meeting has been set for June 16.
Icahn now owns just under 5% of the equity of the company, after having doubled his holdings in the first quarter. This is what I said about Genzyme in January.
In recent days, Genzyme has trumpeted two words from the FDA. First, that it has approval to market Lumizyme (its trademark product, chemically known as alglucosidase alfa) for patients with late-onset Pompe disease. Here's more on Pompe disease.
Second, that it has entered into a consent decree with the FDA, ending a dispute over the company's Allston manufacturing plant. The company said that this gives it "further clarity and certainty in our ongoing improvements to our manufacturing and quality systems at our Allston Landing facility."
Icahn, though, portrays the consent decree as bad news for stockholders, not good. It will bring with it tighter FDA scrutiny. The FDA, he writes in a recent "Dear Fellow Shareholder" letter, "has seemingly lost faith in the company's ability to make important drugs for patients. Why should shareholders not look to recharge the board with strong managerial talent and fresh ideas that can ask the right questions and demand performance?"
The meeting has been set for June 16.
Tuesday, May 25, 2010
Lawson Software
Carl Icahn says he has acquired an 8.54% stake in Lawson Software Inc.
Lawson, headquartered in St. Paul, Minnesota, is a B2B software concern, with an especially intriguing line of products in the healthcare human-resources field. What intrigues me, to be specific, is the idea that healthcare has human resources needs that in turn have software needs that constitute a niche in themselves.
Indeed, on Thursday, May 20, Lawson announced it had signed an important deal with Life Science Innovations (LSI). The software will help LSI "integrate its human resource functions, including replacing its legacy in-house payroll system with one that helps streamline reporting processes and helps enable access to critical workforce information by employees and managers across the organization," said the release.
Reality is fractal.
Anyway, Icahn has decided that the stocks are undervalued, so he has bought a stake and wants to talk to company management about how it can get that price up. Here's the Reuters story.
Here's the link to the SEC filing, which doesn't tell you anything more than the Reuters story does, but which uses a heck of a lot more words.
Why? Here's one reason why: "In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Common Stock of Lawson Software, Inc. and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings. In evidence thereof, the undersigned, being duly authorized, have executed this Joint Filing Agreement this 21st day of May, 2010."
Who are the "persons named below"? Here is the full list.
ICAHN PARTNERS MASTER FUND LP
ICAHN PARTNERS MASTER FUND II LP
ICAHN PARTNERS MASTER FUND III LP
ICAHN OFFSHORE LP
ICAHN PARTNERS LP
ICAHN ONSHORE LP
BECKTON CORP.
HOPPER INVESTMENTS LLC
BARBERRY CORP.
HIGH RIVER LIMITED PARTNERSHIP
For a variety of reasons, it is valuable for Icahn to do his business through that wide range of partnership and corporate entities, and each one of them ends up adding to the long-windedness of the documentation.
Ah, Icahn! Ah, humanity!
Lawson, headquartered in St. Paul, Minnesota, is a B2B software concern, with an especially intriguing line of products in the healthcare human-resources field. What intrigues me, to be specific, is the idea that healthcare has human resources needs that in turn have software needs that constitute a niche in themselves.
Indeed, on Thursday, May 20, Lawson announced it had signed an important deal with Life Science Innovations (LSI). The software will help LSI "integrate its human resource functions, including replacing its legacy in-house payroll system with one that helps streamline reporting processes and helps enable access to critical workforce information by employees and managers across the organization," said the release.
Reality is fractal.
Anyway, Icahn has decided that the stocks are undervalued, so he has bought a stake and wants to talk to company management about how it can get that price up. Here's the Reuters story.
Here's the link to the SEC filing, which doesn't tell you anything more than the Reuters story does, but which uses a heck of a lot more words.
Why? Here's one reason why: "In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Common Stock of Lawson Software, Inc. and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings. In evidence thereof, the undersigned, being duly authorized, have executed this Joint Filing Agreement this 21st day of May, 2010."
Who are the "persons named below"? Here is the full list.
ICAHN PARTNERS MASTER FUND LP
ICAHN PARTNERS MASTER FUND II LP
ICAHN PARTNERS MASTER FUND III LP
ICAHN OFFSHORE LP
ICAHN PARTNERS LP
ICAHN ONSHORE LP
BECKTON CORP.
HOPPER INVESTMENTS LLC
BARBERRY CORP.
HIGH RIVER LIMITED PARTNERSHIP
For a variety of reasons, it is valuable for Icahn to do his business through that wide range of partnership and corporate entities, and each one of them ends up adding to the long-windedness of the documentation.
Ah, Icahn! Ah, humanity!
Wednesday, March 17, 2010
Three brief items
1. Lion's Gate has adopted a poison pill
Lion's Gate is the film and TV studio named after the "Lion's Gate" in Greater Vancouver, Canada, where the studio got its start. It is responsible for movies like The Haunting in Connecticut and Precious. It is also trying to fend off the unwanted attentions of Carl Icahn.
To that end, it is adopted this defense.
2. Part of Dodd's bill involves proxy votes
There will be a lot of talk about Christopher Dodd's plan for the reform of financial regulation in the days ahead. One intriguing fact is that Dodd has no reason to court popularity back home in Connecticut. He has already announced he will not run again. So he has come up with this.
3. Cedar Fair postpones its meeting
Cedar Fair Entertainment Company, a leader in regional amusement parks, water parks, etc., has announced the postponement of the special meeting of "unitholders" that had been planned for this week. That meeting, which will consider and vote on a merger agreement with affiliates of Apollo Global Management, has now been scheduled for April 8, 2010. The company also tells us that "additional information regarding the meeting, including time and location, will be provided at a later date.
Happy St. Patrick's Day, everyone.
Lion's Gate is the film and TV studio named after the "Lion's Gate" in Greater Vancouver, Canada, where the studio got its start. It is responsible for movies like The Haunting in Connecticut and Precious. It is also trying to fend off the unwanted attentions of Carl Icahn.
To that end, it is adopted this defense.
2. Part of Dodd's bill involves proxy votes
There will be a lot of talk about Christopher Dodd's plan for the reform of financial regulation in the days ahead. One intriguing fact is that Dodd has no reason to court popularity back home in Connecticut. He has already announced he will not run again. So he has come up with this.
3. Cedar Fair postpones its meeting
Cedar Fair Entertainment Company, a leader in regional amusement parks, water parks, etc., has announced the postponement of the special meeting of "unitholders" that had been planned for this week. That meeting, which will consider and vote on a merger agreement with affiliates of Apollo Global Management, has now been scheduled for April 8, 2010. The company also tells us that "additional information regarding the meeting, including time and location, will be provided at a later date.
Happy St. Patrick's Day, everyone.
Sunday, February 21, 2010
Carl Icahn
Carl Icahn said this week that he is not seeking control of Lions Gate Enetrtainment, but he is looking to increase his stake therein because he remains skeptical of the management's buying-binge tendencies.
In the past, Icahn has criticized Lions Gate for paying $255 million to buy TV Guide. As you may recall, I've had my eye on the Icahn-Lion relationship for some time, hoping that some fireworks may result.
You'll see a stock chart above. It shows the price rise when Icahn was increasing his share of the company Tuesday, then the decline on Thursday when he announced he doesn't want to buy it. He evidently broke some hearts there.
It isn't Icahn's favored M.O. to acquire a company outright. At one time he was known as a "greenmailer," i.e. he would threaten to cause trouble in the boardroom unless he received a chunk of money. Receiving same, he would sell his share silently and go away happy.
Would he quarrel with that description of his own old (1980s) methods? I doubt it. In the article to which I just linked you, a Forbes magazine piece from four years ago, Icahn is quoted as saying, "Now there is no greenmail." So formerly there was ... right?
Anyway, activist investors nowadays like to remain minority investors, with a large enough stake to allow them to press for specific measures that will increase the value of that stake. I'm sure Icahn would rather Lions Gate be taken over rather than that it do the taking.
Sunday, January 10, 2010
Three brief items
1. Icahn Fight May be Brewing
Carl Icahn may be ready to wage aproxy contest against Genzyme, a Massachusetts-based biotech firm. He bought 1.5 million Genzyme shares in the third quarter, perhaps toward that end.
Meanwhile, Genzyme has entered into a "mutual cooperation agreement" with Relational Investors LLC, one of its top shareholders. A good releationship there may be quite useful if Icahn is in fact ready for battle.
Icahn built up a substantial position in Genzyme in 2007, then sold it by year's end.
2. News from Venezuela
Hugo Chavez, the President of Venezuela, has announced the devaluation of that country's currency, the bolivar. It had been pegged to the US dollar at 1:2.15. Now Chavez is adopting a dual exchange system, treating the importation of "essential goods" differently, and maintaining something close to the old peg for those goods, but adopting a ratio of 1:4.3 otherwise.
The Chavez regime may be headed for a fall. This move, a Rube Goldberg machine for currency control, has the look of desperation.
3. Another quote from Duff McDonald.
A week ago today, in a blog entry here, I quoted a passage from Duff McDonald's new book about Jamie Dimon and JPMorgan Chase, "Last Man Standing." This passage concerns Morgan Chase's purchase of WaMu's deposits and loan portfolios in a deal brokered by the OTS and FDIC in the hectic days of September 2008.
It took awhile for news of this deal to get to Alan Fishman, WaMu's CEO. But I'll let McDonald tell it.
"Remarkably, the staff of WaMu found out about the deal before Fishman, who'd been on a plane at the exact moment of the seizure and sale. Because of the importance of keeping the deal under wraps until it was announced, JPMorgan Chase staffers had worked with WaMu's auditors to get access to WaMu's internal network before the news broke. In the process, they secured a list of employee's e-mail addresses without having to get them through WaMu's top management. Within minutes of the deal, too, visitors to www.WaMu.com were greeted by a message from Chase welcoming customers to JPMorgan Chase. This too had been prepared on the sly."
Pieces of the maneuverings of that autumn keep falling into place. That one paragraph speaks to me vividly, because I last year became very interested in the bankruptcy proceedings affecting WaMus's holding company, WMI. The WMI proceedings are still quite confused because the hurried sale of the assets of the operational company left a lot undone.
Carl Icahn may be ready to wage aproxy contest against Genzyme, a Massachusetts-based biotech firm. He bought 1.5 million Genzyme shares in the third quarter, perhaps toward that end.
Meanwhile, Genzyme has entered into a "mutual cooperation agreement" with Relational Investors LLC, one of its top shareholders. A good releationship there may be quite useful if Icahn is in fact ready for battle.
Icahn built up a substantial position in Genzyme in 2007, then sold it by year's end.
2. News from Venezuela
Hugo Chavez, the President of Venezuela, has announced the devaluation of that country's currency, the bolivar. It had been pegged to the US dollar at 1:2.15. Now Chavez is adopting a dual exchange system, treating the importation of "essential goods" differently, and maintaining something close to the old peg for those goods, but adopting a ratio of 1:4.3 otherwise.
The Chavez regime may be headed for a fall. This move, a Rube Goldberg machine for currency control, has the look of desperation.
3. Another quote from Duff McDonald.
A week ago today, in a blog entry here, I quoted a passage from Duff McDonald's new book about Jamie Dimon and JPMorgan Chase, "Last Man Standing." This passage concerns Morgan Chase's purchase of WaMu's deposits and loan portfolios in a deal brokered by the OTS and FDIC in the hectic days of September 2008.
It took awhile for news of this deal to get to Alan Fishman, WaMu's CEO. But I'll let McDonald tell it.
"Remarkably, the staff of WaMu found out about the deal before Fishman, who'd been on a plane at the exact moment of the seizure and sale. Because of the importance of keeping the deal under wraps until it was announced, JPMorgan Chase staffers had worked with WaMu's auditors to get access to WaMu's internal network before the news broke. In the process, they secured a list of employee's e-mail addresses without having to get them through WaMu's top management. Within minutes of the deal, too, visitors to www.WaMu.com were greeted by a message from Chase welcoming customers to JPMorgan Chase. This too had been prepared on the sly."
Pieces of the maneuverings of that autumn keep falling into place. That one paragraph speaks to me vividly, because I last year became very interested in the bankruptcy proceedings affecting WaMus's holding company, WMI. The WMI proceedings are still quite confused because the hurried sale of the assets of the operational company left a lot undone.
Sunday, December 20, 2009
Icahn and Take-Two Interactive
At the end of last week, Carl Icahn (an old friend of this site) reported that he has purchased more than 11% of the equity of the video game maker Take-Two Interactive Software Inc., (Nasdaq: TTWO) for about $70.6 million.
Other news on TTWO is at the other end of this click.
TTWO is notorious as the publisher of Grand Theft Auto, a series of video games that features sometimes shockingly realistic depictions of violence. Though the Grand Theft series has been wildly popular, TTWO is at present a money loser.
Last year, TTWO successfully resisted a $2 billion bid by Electronic Arts (EA). Be careful what you wish for, though, you might get it: independence, in particular, can be costly. The stock's value was at $17 when EA made the offer. It immediately lept to $26, reflecting EA's interest, and stayed in that neighborhood until the market understood that the deal wasn't going to go through after all, whereupon the price of TTWO began to fall. And kept falling. To less than $6 this March.
TTWO has recovered a bit since. It was close to $12 in mid-November, and has wildly zig-zagged, mostly downward, since.
I'm sure Icahn will have something to say about how it should be run, and we'll have a chance to revisit Take Two here.
Other news on TTWO is at the other end of this click.
TTWO is notorious as the publisher of Grand Theft Auto, a series of video games that features sometimes shockingly realistic depictions of violence. Though the Grand Theft series has been wildly popular, TTWO is at present a money loser.
Last year, TTWO successfully resisted a $2 billion bid by Electronic Arts (EA). Be careful what you wish for, though, you might get it: independence, in particular, can be costly. The stock's value was at $17 when EA made the offer. It immediately lept to $26, reflecting EA's interest, and stayed in that neighborhood until the market understood that the deal wasn't going to go through after all, whereupon the price of TTWO began to fall. And kept falling. To less than $6 this March.
TTWO has recovered a bit since. It was close to $12 in mid-November, and has wildly zig-zagged, mostly downward, since.
I'm sure Icahn will have something to say about how it should be run, and we'll have a chance to revisit Take Two here.
Wednesday, October 28, 2009
Texas Industries and others
1. What happened with Texas Industries?
Texas Industries (TXI) the supplier of cement and other building materials (not to be confused with Texas Instruments) held its annual meeting of shareholders Thursday October 22d.
Yesterday, the Inspectors of Election certified the results. [Wait for it. Isn't this moment exciting? I feel like I'm ripping open an envelope for you.]
The results represent a sweeping victory for the dissidents, led by Shamrock. Their three nominees were elected to the board, and their resolutions passed. The three new directors are: Marjorie L. Bowen, Dennis A. Johnson and Gary L. Pechota. The resolutions involved: the declassification of the board of directors; the submission of the company's poison pill plan to a vote of shareholders next year.
2. Evidentiary Ruling from the trial of Matthew Tannin
Meanwhile, the trial of Ralph Cioffi and Matthew Tannin on securities fraud charges moves ahead in the US federal court for the eastern district of New York.
It intrigues me that Judge Frederick Block has ruled that the jury cannot see a personal email Tannin wrote in 2006 expressing anxieties about work and the state of the market. Tannin had written an email to himself, in which he said, quote "we could blow up". I haven't had the chance to do more than scan Block's ruling, which is 21 pages long, but it seems to have focused on the scope of the warrant that was used to seize these e-mails, which "did not, on its face, limit the items to be seized from Tannin's personal email acount to emails containing evidence of the crimes charged in the indictment, or, indeed, any crime at all. It was, therefore, unconstitutionally broad ...."
3. Carl Icahn Quits the Yahoo board.
Icahn has left the Yahoo! board of directors. He first assumed his post there back when he was pressing then-CEO Jerry Yang to accept a takeover bid from Microsoft. That didn't happen, and meantime Icahn's attention has wandered to the CIT matter.
On CIT: Icahn has announced a 30 day tender offer for small CIT bondholders' securities at 60 cents on the dollar. Here's what Bloomberg has to say.
Can I find some connection between any one of these points and the year 1987? What was Icahn doing in '87? I'd like to use that year as a post label again.
Texas Industries (TXI) the supplier of cement and other building materials (not to be confused with Texas Instruments) held its annual meeting of shareholders Thursday October 22d.
Yesterday, the Inspectors of Election certified the results. [Wait for it. Isn't this moment exciting? I feel like I'm ripping open an envelope for you.]
The results represent a sweeping victory for the dissidents, led by Shamrock. Their three nominees were elected to the board, and their resolutions passed. The three new directors are: Marjorie L. Bowen, Dennis A. Johnson and Gary L. Pechota. The resolutions involved: the declassification of the board of directors; the submission of the company's poison pill plan to a vote of shareholders next year.
2. Evidentiary Ruling from the trial of Matthew Tannin
Meanwhile, the trial of Ralph Cioffi and Matthew Tannin on securities fraud charges moves ahead in the US federal court for the eastern district of New York.
It intrigues me that Judge Frederick Block has ruled that the jury cannot see a personal email Tannin wrote in 2006 expressing anxieties about work and the state of the market. Tannin had written an email to himself, in which he said, quote "we could blow up". I haven't had the chance to do more than scan Block's ruling, which is 21 pages long, but it seems to have focused on the scope of the warrant that was used to seize these e-mails, which "did not, on its face, limit the items to be seized from Tannin's personal email acount to emails containing evidence of the crimes charged in the indictment, or, indeed, any crime at all. It was, therefore, unconstitutionally broad ...."
3. Carl Icahn Quits the Yahoo board.
Icahn has left the Yahoo! board of directors. He first assumed his post there back when he was pressing then-CEO Jerry Yang to accept a takeover bid from Microsoft. That didn't happen, and meantime Icahn's attention has wandered to the CIT matter.
On CIT: Icahn has announced a 30 day tender offer for small CIT bondholders' securities at 60 cents on the dollar. Here's what Bloomberg has to say.
Can I find some connection between any one of these points and the year 1987? What was Icahn doing in '87? I'd like to use that year as a post label again.
Wednesday, October 21, 2009
Three brief items
1. Trident Microsystems
Trident, based in Santa Clara, Calif., is a designer and marketer of integrated circuits and associated software. It recently concluded a deal with a Dutch company, NXP Semiconductors, buying NXP's television systems and set-top box business lines.
Pursuant to this deal, NXP is receiving "newly issued shares of Trident common stock equal to 60% of the total shares outstanding post-closing, including approximately 6.7 million shares that NXP will purchase at a price of $4.50 per share, resulting in cash proceeds to Trident of $30 million."
The deal resolves a proxy contest that had been brewing. The disaffected stockholders, led by Spencer Capital Management LLC, had been complaining of Trident's poor performance. Now they seem to concede that Trident is trying a new direction, and they are giving that new tack a chance, withdrawing their intent to nominate a slare of directors.
"They also serve who only stand and threaten."
2. Prepackaged bankruptcy for CIT.
CIT, the bank holding company (NYSE: CIT) the survived a near-death experience in July, has seen its stock price return to ... a little above a dollar.
It continues to work to reduce its $30bn debt load by at least $5.7bn through a debt exchange, and is also soliciting votes for a pre-packaged Chapter 11 bankruptcy filing, which it will use if too few bondholders agree to the debt exchange.
Now Carl Icahn has stepped in, contending that the company's plans are unfair to bondholders, and he has a better idea. It isn't yet clear (to me at any rate) just what his angle on this is. I'm guessing he isn't helping those bondholders out of a charitable impulse.
3. Cerberus consolidates the gun and ammo industry
Cerberus, the hedge fund and private equity fund group that took something of a beating in the automotive industry, is now working on a new business plan.
The Wall Street Journal reports that Cerberus has been in the market for small guns-and-ammo operations see here. It has bought seven of them over three years, and now it has consolidated them into one, and plans to take that one public.
In the first half of 2008, Cerberus owned gun operations lost $6.1 million. In the first half of this year, they made $23 million. That sounds like a nice turnaround.
Trident, based in Santa Clara, Calif., is a designer and marketer of integrated circuits and associated software. It recently concluded a deal with a Dutch company, NXP Semiconductors, buying NXP's television systems and set-top box business lines.
Pursuant to this deal, NXP is receiving "newly issued shares of Trident common stock equal to 60% of the total shares outstanding post-closing, including approximately 6.7 million shares that NXP will purchase at a price of $4.50 per share, resulting in cash proceeds to Trident of $30 million."
The deal resolves a proxy contest that had been brewing. The disaffected stockholders, led by Spencer Capital Management LLC, had been complaining of Trident's poor performance. Now they seem to concede that Trident is trying a new direction, and they are giving that new tack a chance, withdrawing their intent to nominate a slare of directors.
"They also serve who only stand and threaten."
2. Prepackaged bankruptcy for CIT.
CIT, the bank holding company (NYSE: CIT) the survived a near-death experience in July, has seen its stock price return to ... a little above a dollar.
It continues to work to reduce its $30bn debt load by at least $5.7bn through a debt exchange, and is also soliciting votes for a pre-packaged Chapter 11 bankruptcy filing, which it will use if too few bondholders agree to the debt exchange.
Now Carl Icahn has stepped in, contending that the company's plans are unfair to bondholders, and he has a better idea. It isn't yet clear (to me at any rate) just what his angle on this is. I'm guessing he isn't helping those bondholders out of a charitable impulse.
3. Cerberus consolidates the gun and ammo industry
Cerberus, the hedge fund and private equity fund group that took something of a beating in the automotive industry, is now working on a new business plan.
The Wall Street Journal reports that Cerberus has been in the market for small guns-and-ammo operations see here. It has bought seven of them over three years, and now it has consolidated them into one, and plans to take that one public.
In the first half of 2008, Cerberus owned gun operations lost $6.1 million. In the first half of this year, they made $23 million. That sounds like a nice turnaround.
Tuesday, August 11, 2009
Lion's Gate
The annual high tide of shareholder's meetings and, accordingly, of proxy contests arrives in the late spring and early summer. That tide is now going out.
Still, there are some waves incoming that continue to lap against the sandcastle of our attention -- one of them is the possibility of a proxy contest at the September annual meeting of Lion's Gate, the entertainment company.
There was a fascinating article on this in the L.A. Times yesterday. It said that Carl Icahn owns 17.7% of the company and after a period in which he was very critical of the board has become suspiciously quiet lately, as if mulling whether he will put up a challenge slate for September.
Lion's Gate has had some very big cable-television hits, notably Mad Men and Weeds. I have illustrated this post with a photo of the irresponsible bachelor uncle of the series Weeds, Andy Botwin by name, played by Justin Kirk. Easily my favorite. But this isn't supposed to be a television show fanboy type of blog.
Let me close, then, by saying that should Icahn seek to cause trouble, Lion's Gate does have some large shareholders who are friendly with management, among them Michael Steinberg, whose Steinberg Asset Management owns 14.6%, and Gordon Crawford, whose Capital Research Global Investors holds about 9.5%.
Sunday, May 31, 2009
Amylin meeting
Th dissidents, Icahn and Eastbourne, did win seats on the board of Amylin Pharmaceuticals, though not as many as they had hoped. They won two of the five seats up for grabs -- there are twelve on the board.
It appears, too, that Icahn's proposal to move the company's state of incorporation to North Dakota was defeated.
The significance of that proposal? See this post for a reminder.
That Icahn has failed to produce that change by resolution is a minor setback for the Dakotan cause -- his board representatives can now press for it at each meeting.
The company announced the results with the following words of reconciliation: :"We thank all of our Directors for their tremendous commitment and contributions to Amylin. Our Board and management team will work with the new Directors to continue to bring transformational medicines to patients and maximize shareholder value."
It appears, too, that Icahn's proposal to move the company's state of incorporation to North Dakota was defeated.
The significance of that proposal? See this post for a reminder.
That Icahn has failed to produce that change by resolution is a minor setback for the Dakotan cause -- his board representatives can now press for it at each meeting.
The company announced the results with the following words of reconciliation: :"We thank all of our Directors for their tremendous commitment and contributions to Amylin. Our Board and management team will work with the new Directors to continue to bring transformational medicines to patients and maximize shareholder value."
Wednesday, May 27, 2009
Three meetings
Tuesday, May 12, 2009
Three brief items
We're in the thick of proxy fight season. We'll do our best to keep up.
1. One of the founders of Amylin Pharmaceuticals, Howard Greene Jr, has said recently that he will vote for the dissident slate at that company's annual shareholder's meeting May 27.
"There needs to be a fresh wind blowing through the boardroom,” Greene told an interviewer. "I think our science and technology is first in class. . . . On the other hand, the last few years have shown that our commercialization of that has been pretty disappointing.”
The dissident slate is a combination of Icahn and Eastbourne nominees, and the combination itself was made possible by an SEC no-action letter.
2. SEC proceeds against David E. Hurley
Hurley, an investment adviser, has settled a case brought against him by the SEC, which charged him with violating SEC rules pertaining to proxy voting by failing to describe his investment company's proxy voting policies and procedures to its clients properly.
Hurley was the chief operating officer of Intech, a firm that it appears routinely voted its proxies in accord with AFL-CIO recommendations, in the hope of getting a high ranking in that organization's "Key Votes Survey," which in turn was expected to help Hurley/intech attract new union-affiliated clients and keep its existing clients of that sort happy.
But, says the SEC, Intech's "written policies and procedures did not addresss material potential conflicts that may have arisen between Intech's interests and those of its clients who were not pro-AFL-CIO."
3. A closed-end real estate fund -- meeting May 20.
RiskMetrics Group has recommended against the liquidation proposal that will be up for debate at the special meeting of shareholders in DWS RREEF Real Estate Fund Inc. on May 20.
Here's a press release on the subject.
DWS is a closed-end real estate fund. What, you might ask, does that mean? A closed-end fund generally does not continuously offer its shares for sale and its shares are not redeemable, except perhaps at stated internals. As a consequence, the value of these shares on the secondary market can often trade at a discount on the funds' net asset value. When that discount becomes large, pressure to iquidate often develops, which is what is happening here.
The May 20 meeting may tell us something about the extent of push-back we're goiing to be seeing at what I take it is the bottom of a business cycle: push-back against such liquidation proposals.
1. One of the founders of Amylin Pharmaceuticals, Howard Greene Jr, has said recently that he will vote for the dissident slate at that company's annual shareholder's meeting May 27.
"There needs to be a fresh wind blowing through the boardroom,” Greene told an interviewer. "I think our science and technology is first in class. . . . On the other hand, the last few years have shown that our commercialization of that has been pretty disappointing.”
The dissident slate is a combination of Icahn and Eastbourne nominees, and the combination itself was made possible by an SEC no-action letter.
2. SEC proceeds against David E. Hurley
Hurley, an investment adviser, has settled a case brought against him by the SEC, which charged him with violating SEC rules pertaining to proxy voting by failing to describe his investment company's proxy voting policies and procedures to its clients properly.
Hurley was the chief operating officer of Intech, a firm that it appears routinely voted its proxies in accord with AFL-CIO recommendations, in the hope of getting a high ranking in that organization's "Key Votes Survey," which in turn was expected to help Hurley/intech attract new union-affiliated clients and keep its existing clients of that sort happy.
But, says the SEC, Intech's "written policies and procedures did not addresss material potential conflicts that may have arisen between Intech's interests and those of its clients who were not pro-AFL-CIO."
3. A closed-end real estate fund -- meeting May 20.
RiskMetrics Group has recommended against the liquidation proposal that will be up for debate at the special meeting of shareholders in DWS RREEF Real Estate Fund Inc. on May 20.
Here's a press release on the subject.
DWS is a closed-end real estate fund. What, you might ask, does that mean? A closed-end fund generally does not continuously offer its shares for sale and its shares are not redeemable, except perhaps at stated internals. As a consequence, the value of these shares on the secondary market can often trade at a discount on the funds' net asset value. When that discount becomes large, pressure to iquidate often develops, which is what is happening here.
The May 20 meeting may tell us something about the extent of push-back we're goiing to be seeing at what I take it is the bottom of a business cycle: push-back against such liquidation proposals.
Wednesday, May 6, 2009
Lions Gate Entertainment
Back in November, I reported that Carl Icahn was "hovering over" Lion's Gate Entertainment, the film and television studio behind "Mad Men" and "Weeds."
A lot has happened since then. In March, Icahn announced an offer for the company notes, willing to pay $0.75 on the dollar for them. Why would anybody take $0.75 on $1.00 face value? If you think there is a one-quarter chance of a default, that's a fair trade. If you think the chance of default is higher than that, you might jump at Icahn's offer.
But why would Icahn offer 75 cents if he things the chance of default is high? Presumably, he sees the stockpiling of notes as a means whereby he can acquire control over Lions Gate, and he believes that if he does get control, he prospect of default will recede and he'll be able to get a dollar for the dollar.
Anyway: Icahn appears not to have gotten the sort of response he presumably desired from that offer. Bloomberg News has quoted a lawyer of his saying "there wasn't much" response. Bloomberg's story also tells us: "Lions Gate reached an agreement last month with two unidentified bondholders to swap $66.6 million of the 3.63 percent notes for new bonds that can be converted into more common shares. In return, one agreed not to tender $24 million face amount of 2024 debt to Icahn."
So, Carl: If you want control of Lions gate, why not get it the old fashioned way? Make a bid for their equity!
A lot has happened since then. In March, Icahn announced an offer for the company notes, willing to pay $0.75 on the dollar for them. Why would anybody take $0.75 on $1.00 face value? If you think there is a one-quarter chance of a default, that's a fair trade. If you think the chance of default is higher than that, you might jump at Icahn's offer.
But why would Icahn offer 75 cents if he things the chance of default is high? Presumably, he sees the stockpiling of notes as a means whereby he can acquire control over Lions Gate, and he believes that if he does get control, he prospect of default will recede and he'll be able to get a dollar for the dollar.
Anyway: Icahn appears not to have gotten the sort of response he presumably desired from that offer. Bloomberg News has quoted a lawyer of his saying "there wasn't much" response. Bloomberg's story also tells us: "Lions Gate reached an agreement last month with two unidentified bondholders to swap $66.6 million of the 3.63 percent notes for new bonds that can be converted into more common shares. In return, one agreed not to tender $24 million face amount of 2024 debt to Icahn."
So, Carl: If you want control of Lions gate, why not get it the old fashioned way? Make a bid for their equity!
Tuesday, April 14, 2009
Amylin fight: Where it stands
In order to improve their odds of surviving the proxy contest against Carl Icahn on the one hand, and Eastbourne Cap Management on the other, the board at Amylin (NASDAQ: AMLN) threw two of its members to the proverbial wolves.
The slate that the company is recommending to the stockholders does not include company co-founder Howard Greene or ex-CEO Ginger Graham.
Greene didn't sit around waiting for his term to elapse. He fired off a letter of resignation April 7, saying: "A majority of you decided we could not win our proxy fight if we did not replace two ex-CEO Board members, including me. Even if I agreed, the obvious and appropriate choice to not stand for election would be our Chairman, who has presided over the loss of shareholder value that sparked the proxy fight." He will not vote his own shares in favor of that chairman, Joseph Cook.
Yesterday, Greene spoke to a San Diego based reporter, Bruce Bigelow, about the "perfect storm" that in his view has engulfed the company since the emergence of what he calls "unsubstantiated pancreatitis concerns about BYETTA" last year.
He said though that he is confident the management of the company can pull the ship through.
Meanwhile, this proxy fight has become a test case for a particular takeover defense, a variation on the 'poison pill' known as the 'poison put.'
Whereas a traditional poison pill operates by giving certain rights to the non-bidding shareholders should a takeover be attempted, a poison put operates by giving certain rights to bondholders in that event. The point is the same, though: to make a takeover (or, in cases such as this, a majority change in board membership) prohibitively expensive.
We'll keep an eye on this fight as it unfolds.
The slate that the company is recommending to the stockholders does not include company co-founder Howard Greene or ex-CEO Ginger Graham.
Greene didn't sit around waiting for his term to elapse. He fired off a letter of resignation April 7, saying: "A majority of you decided we could not win our proxy fight if we did not replace two ex-CEO Board members, including me. Even if I agreed, the obvious and appropriate choice to not stand for election would be our Chairman, who has presided over the loss of shareholder value that sparked the proxy fight." He will not vote his own shares in favor of that chairman, Joseph Cook.
Yesterday, Greene spoke to a San Diego based reporter, Bruce Bigelow, about the "perfect storm" that in his view has engulfed the company since the emergence of what he calls "unsubstantiated pancreatitis concerns about BYETTA" last year.
He said though that he is confident the management of the company can pull the ship through.
Meanwhile, this proxy fight has become a test case for a particular takeover defense, a variation on the 'poison pill' known as the 'poison put.'
Whereas a traditional poison pill operates by giving certain rights to the non-bidding shareholders should a takeover be attempted, a poison put operates by giving certain rights to bondholders in that event. The point is the same, though: to make a takeover (or, in cases such as this, a majority change in board membership) prohibitively expensive.
We'll keep an eye on this fight as it unfolds.
Monday, January 12, 2009
Bankruptcy has macroeconomic consequences
Thank you, Mr. Icahn. But my gratitude has its limits.
The positive first. I've been seeking to make the point for some time now that bankruptcy laws have macroeconomic consequences, and that in particular the depth of this present bust has a lot to do with malfunctions in the corporate re-organization system. (Follow that link to an entry on my other blog where I made this point back in sunny July.)
Nobody has listened to me, and I've been hoping somnebody who can command a broader audience than lil' old Christopher Faille would come along and say the same thing.
Now Mr. Icahn has stepped forward as that somebody. See his op-ed piece in Friday's Wall Street Journal.
That's all for the positive side, though. On the negative side, Icahn's agenda for bankruptcy reform seems to me wrong. The spotlight is good (thanks again) the proposal is bad. Icahn wants to abolish the rule that gives incumbent management (the debtor in possession) an exclusive opportunity to prepare a re-organization plan for the first 18 months after a filing.
He asks: "Why should the same management that got the company in trouble have the right to lock up its assets for an extended period of time?"
The simple answer to that question is that the management of a corporation has to make the decision to file for bankruptcy in the first place. Legislators have decided it is better to give them some incentive to do so than to have them continue to preside over an empty shell of a company until creditors force bankruptcy on them. The 18 month period that riles Icahn is part of a package aimed at inducing voluntary filings while there is still enough fo a company left for the filing to be in the public interest.
Maybe the legislature has made the wrong call there, but it isn't an inherently irrational call.
The problem with bankruptcy law, Mr. Icahn, isn't with the managers. It is with the overly aggressive liquidation trustees who bring "avoidance" actions and their kin at the real or imagined drop of a hat.
As trustees have become more aggressive in pressing such actions, financial entities all along the spectrum have become more sensitive about ending up as defendants therein. Regardless of the eventual outcome, just being a party to such a dispute is a catastrophe. What does one do to stay clear of that? In the absense of a time machine, the only way to avoid "avoidance" lawsuits is to refuise to be the counter-party of any institution that seems weak, or is even rumored to be considering a bankruptcy filing.
The trustees, in other words, have collectively created a hairtrigger mentality. If a hedge fund manager hears a rumor that his prime broker may be in trouble, he may not be able to afford to wait for evidence that the rumor is true. He has an incentive to sever his ties with that prime broker (read: Bear Stearns) on the rumor.
As Judge Posner wrote in the matter of Maxwell v. KPMG, "While the management of a going concern has many other duties besides bringing lawsuits, the trustee of a defunct business has little to do besides filing claims that if resisted he may decide to sue to enforce."
Bankruptcy reform has to focus on the task of reining-in such trustees.
The positive first. I've been seeking to make the point for some time now that bankruptcy laws have macroeconomic consequences, and that in particular the depth of this present bust has a lot to do with malfunctions in the corporate re-organization system. (Follow that link to an entry on my other blog where I made this point back in sunny July.)
Nobody has listened to me, and I've been hoping somnebody who can command a broader audience than lil' old Christopher Faille would come along and say the same thing.
Now Mr. Icahn has stepped forward as that somebody. See his op-ed piece in Friday's Wall Street Journal.
That's all for the positive side, though. On the negative side, Icahn's agenda for bankruptcy reform seems to me wrong. The spotlight is good (thanks again) the proposal is bad. Icahn wants to abolish the rule that gives incumbent management (the debtor in possession) an exclusive opportunity to prepare a re-organization plan for the first 18 months after a filing.
He asks: "Why should the same management that got the company in trouble have the right to lock up its assets for an extended period of time?"
The simple answer to that question is that the management of a corporation has to make the decision to file for bankruptcy in the first place. Legislators have decided it is better to give them some incentive to do so than to have them continue to preside over an empty shell of a company until creditors force bankruptcy on them. The 18 month period that riles Icahn is part of a package aimed at inducing voluntary filings while there is still enough fo a company left for the filing to be in the public interest.
Maybe the legislature has made the wrong call there, but it isn't an inherently irrational call.
The problem with bankruptcy law, Mr. Icahn, isn't with the managers. It is with the overly aggressive liquidation trustees who bring "avoidance" actions and their kin at the real or imagined drop of a hat.
As trustees have become more aggressive in pressing such actions, financial entities all along the spectrum have become more sensitive about ending up as defendants therein. Regardless of the eventual outcome, just being a party to such a dispute is a catastrophe. What does one do to stay clear of that? In the absense of a time machine, the only way to avoid "avoidance" lawsuits is to refuise to be the counter-party of any institution that seems weak, or is even rumored to be considering a bankruptcy filing.
The trustees, in other words, have collectively created a hairtrigger mentality. If a hedge fund manager hears a rumor that his prime broker may be in trouble, he may not be able to afford to wait for evidence that the rumor is true. He has an incentive to sever his ties with that prime broker (read: Bear Stearns) on the rumor.
As Judge Posner wrote in the matter of Maxwell v. KPMG, "While the management of a going concern has many other duties besides bringing lawsuits, the trustee of a defunct business has little to do besides filing claims that if resisted he may decide to sue to enforce."
Bankruptcy reform has to focus on the task of reining-in such trustees.
Sunday, November 16, 2008
Three brief items
1. Grey Wolf Inc., a provider of oil and gas land drilling services HQ-ed in Houston, plans to merge with Precision Drilling Trust, of Calgary, Alberta, Canada.
Shareholders of record as of Oct. 27 will meet on December 9 to approve of the merger agreement.
I don't as yet see that anybody is actively opposing this. I may be missing something, because when I see a company issuing a press release as Grey Wolf did last week saying that two proxy advisory sevices have recommended shareholders approve its impending merger, I tend to imagine there is a fight underway.
When I did an EDGAR search just now I saw a lot of items described thus: Additional definitive proxy soliciting materials and Rule 14(a)(12) material but nothing that says "non-management proxy soliciting materials."
Darn, no fight. "Nothing to see here people. Move along."
2. Carl Icahn hovering over Lions Gate.
Lions Gate Entertainent Corp. is an independent film and television studio behind the cable series "Mad Men" and "Weeds." On November 10 it reported second quarter earnings,. They were below Wall Street's expectations.
This news didn't cause a budge in the stock price (NYSE: LGF). The stock continues to tradfe in a range betwen $6.25 and $6.75.
One factor that tends to keep traders interested in a stock is that Carl Icahn is hovering about, whichis the case here. Icahn bought a large stake in the stock last month, and some fruther news from him is considered likely.
Lions Gate issued three movies in the second quarter that had disappointing box office: My Best Friend's Girl; Disaster Movie; Bangkok Dangerous. Not so boffo.
3. Plaintiffs' bar in securities litigation suffers a defeat in F-cubed action before the 2d circuit.
The 2d circuit has upheld the dismissal of a class action brought against National Australia Bank Ltd. in New York.
NAB is (as you might have guessed from the name) an Australian financial corporation, which has suffered significant losses on mortgage-related investments in the US. NAB is listed on the Australia Stock Exchange. This lawsuit was brought in a federal court in New York by foreign investors, for blatant forum shopping reasons.
These are called F-cubed because such cses have three indicia of foreignness: foreign issuer, foreign plaintiff, foreign exchange listing. The alleged nexus to the US is only that the defendant made bad investments in the US. The second circuit says this isn't enough.
Shareholders of record as of Oct. 27 will meet on December 9 to approve of the merger agreement.
I don't as yet see that anybody is actively opposing this. I may be missing something, because when I see a company issuing a press release as Grey Wolf did last week saying that two proxy advisory sevices have recommended shareholders approve its impending merger, I tend to imagine there is a fight underway.
When I did an EDGAR search just now I saw a lot of items described thus: Additional definitive proxy soliciting materials and Rule 14(a)(12) material but nothing that says "non-management proxy soliciting materials."
Darn, no fight. "Nothing to see here people. Move along."
2. Carl Icahn hovering over Lions Gate.
Lions Gate Entertainent Corp. is an independent film and television studio behind the cable series "Mad Men" and "Weeds." On November 10 it reported second quarter earnings,. They were below Wall Street's expectations.
This news didn't cause a budge in the stock price (NYSE: LGF). The stock continues to tradfe in a range betwen $6.25 and $6.75.
One factor that tends to keep traders interested in a stock is that Carl Icahn is hovering about, whichis the case here. Icahn bought a large stake in the stock last month, and some fruther news from him is considered likely.
Lions Gate issued three movies in the second quarter that had disappointing box office: My Best Friend's Girl; Disaster Movie; Bangkok Dangerous. Not so boffo.
3. Plaintiffs' bar in securities litigation suffers a defeat in F-cubed action before the 2d circuit.
The 2d circuit has upheld the dismissal of a class action brought against National Australia Bank Ltd. in New York.
NAB is (as you might have guessed from the name) an Australian financial corporation, which has suffered significant losses on mortgage-related investments in the US. NAB is listed on the Australia Stock Exchange. This lawsuit was brought in a federal court in New York by foreign investors, for blatant forum shopping reasons.
These are called F-cubed because such cses have three indicia of foreignness: foreign issuer, foreign plaintiff, foreign exchange listing. The alleged nexus to the US is only that the defendant made bad investments in the US. The second circuit says this isn't enough.
Monday, September 15, 2008
Back to real time tomorrow
Take THIS Marty Lipton.
I think Icahn expresses himself quite well.
If all has gone well in my travels, I'm back in the United States right now, but not up to my old blogging self. Want to account for jet lag and all that. So this will be the last of the pre-scheduled entries.
As they say on television: "Not reality. Actuality."
I don't know what that means when used to promote a cable channel, and I don't know why I used it just now, either.
I think Icahn expresses himself quite well.
If all has gone well in my travels, I'm back in the United States right now, but not up to my old blogging self. Want to account for jet lag and all that. So this will be the last of the pre-scheduled entries.
As they say on television: "Not reality. Actuality."
I don't know what that means when used to promote a cable channel, and I don't know why I used it just now, either.
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