|To: richardred who wrote (5807)||11/7/2020 6:25:46 PM|
|Volkswagen truck unit Traton finalises $3.7 billion Navistar acquisition deal|
Reuters - 3:18 PM ET 11/7/2020
(Reuters) - Volkswagen AG's truck unit Traton SE has agreed to pay about $3.7 billion for the outstanding shares of U.S. truck maker Navistar International Corp ( NAV ) in a deal announced on Saturday that would extend its reach in North America.
Finalisation of the deal comes after Traton said on Oct. 16 it had agreed to raise its bid for Navistar ( NAV ) to $44.50 per share, up from $43, as it closed in on an acquisition that would create a global manufacturer.
The agreement which brings Navistar ( NAV ) together with the MAN, Scania and Volkswagen trucks brands is in tune with trends in the truck industry which has been seeking ways to share the costs of developing low emissions technology.
Message #5807 from richardred at 1/31/2020 12:58:56 PM
RE- Recent truck conversation- Bob- Another truck co. bites the dust.
Volkswagen truck unit Traton offers $2.9 billion to take over Navistar.
(Reuters) - Volkswagen AG's Traton commercial truck unit said on Thursday it had offered $35 a share, or $2.9 billion, for the shares of U.S. truck maker Navistar International that it does not already own, and investors bet the bid will go higher.
Navistar shares shot up by 50% to just over $36 a share in after-hours trading following Traton's proposal, suggesting investors expect a potential deal could be richer than Traton's opening offer. Traton said its offer was subject to Navistar and Traton reaching a merger agreement.
Truck makers across the globe are struggling to stem the costs of developing next generation powertrains during an industry downturn, a step which is forcing the truck makers to seek new alliances to share costs. Navistar and VW in 2017 said they would collaborate on electric truck development.
Traton shares were up 0.4% early on Friday, with Volkswagen trading 0.7% lower and underpeforming Germany's blue-chip DAX index, which was up 0.2% at 0806 GMT.
Volkswagen has made its interest in buying the remainder of Navistar clear since acquiring an initial 16.6% stake in 2016, which has since grown to nearly 16.8%. Traton and Navistar have been collaborating on purchasing and certain technology developments, aiming to cut annual costs by $200 million a year.
Traton will have to win over Navistar's largest shareholder, financier Carl Icahn, whose fund controls 16.9% of Navistar's shares. Icahn and two other activist funds, Mark Rachesky's MHR Fund Management and Gabelli Funds, together own 40% of Navistar's shares, according to Refinitiv data.
Rachesky and another MHR executive, Raymond Miller, sit on Navistar's board, as does a representative of Icahn's interests. Traton Chief Executive Andreas Renschler and the German truck maker's chief financial officer, Christian Schulz, also have seats on Navistar's board.
Navistar, based near Chicago, called Traton's offer unsolicited in a statement and said its board would "carefully review and evaluate the proposal in the context of Navistar's strategic plan for the company."
The company has been restructuring its operations under Chairman and Chief Executive Troy Clarke since 2013, and last fall rolled out a new five-year plan called "Navistar 4.0" that aims to increase pre-tax profit margins to 12% by the end of 2024 from just under 8% for the fiscal year ended Oct. 31.
Traton includes the European commercial truck brands MAN, Scania and Volkswagen trucks, but it has lacked a strong North American footprint to compete with Daimler AG's Freightliner operation, Paccar Inc, which owns the Peterbilt and Kenworth brands, or Volvo Group's Mack truck business.
Volkswagen floated an 11.5% stake in Traton last June. The subsidiary's shares have trended down from the 27 euro offering price and are trading at 23.23 euros.
The sector is also highly cyclical. Heavy-duty class 8 truck orders were down most of last year in North America compared to a year earlier, according to data from ACT Research.
Before Traton's offer, Navistar shares had been on a downhill run, off nearly 17% since the start of 2020. The U.S. truck maker had told investors it expected overall industry demand for trucks and school buses in its core markets to fall by 20% this year.
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|To: richardred who wrote (6017)||11/8/2020 10:47:19 AM|
|From: robert b furman|
I know Troy Clarke. He and his twin brother were 3 years below me at GMI (Kettering).
Troy was a nice guy and smart when he went on to obtain his MBA.
He climbed the ladder quickly and had a high potential career in GM Before he left - no doubt part of the purge that GM experienced during their BK. Those of Troy's age were told that GM needed leaders with a "longer runway", and were unceremoniously offered early retirement.
Troy has done well and now is retiring with the merger!
A techer (what we affectionately call each other) who "Done Good"
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|To: richardred who wrote (6019)||11/13/2020 2:28:19 PM|
|What is the reason they approved this?|
COMPUTER TASK GROUP INC : Entry into a Material Definitive Agreement, Change in Directors or Principal Officers, Regulation FD Disclosure, Financial Statements and Exhibits (form 8-K)
On November 10, 2020, the Board of Directors ("Board") of Computer Task Group, Incorporated ("Company") approved a form of indemnification agreement for each current independent director of the Company and its executive officers. Under the indemnification agreement, the Company agrees, among other things, to indemnify directors and executive officers under the circumstances and to the extent provided for therein, to the maximum extent permitted by New York law, subject to certain exceptions, against certain expenses, judgments, fines and other amounts actually and reasonably incurred in connection with their service as a director or executive officer and also provide for the advancement of expenses and contribution. ------------------------------------------------------
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|To: E_K_S who wrote (6020)||11/16/2020 9:48:19 AM|
|The company has been battling AGS. AGS offered informal bids to buy the company, The last one @ 7.00. AGS has been claiming the directors have wasted the company resources on actions such as the 8.80 company buy back. AGS also claims the board is not doing enough to enhance shareholder value. AGS has sent responses to the board how they could do more. |
I'm assuming they filed as a protection to cover their jobs? The company IMO has delivered very good earnings, but hasn't in stock price appreciation. A Director finally bought some stock over 6 dollars of late.
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|To: richardred who wrote (5556)||11/17/2020 12:53:32 PM|
Interesting! How things do change!
AXT Announces Strategic Plan to Access China’s Capital Markets
Subsidiaries Take First Step Towards an IPO in China
Private Equity Round Underway
Process initiated to list shares of subsidiary, Tongmei, on China’s STAR MarketTwo raw material companies to be merged into TongmeiDefinitive agreements executed for initial private placement of shares of Tongmei to meet listing requirementsAXT to maintain its Nasdaq listing; its Fremont, Calif. headquarters; and its focus on global opportunitiesConference call to discuss the announcement today at 2:30 pm PT. Details included in this release
FREMONT, Calif., Nov. 16, 2020 (GLOBE NEWSWIRE) -- AXT, Inc. (NasdaqGS: AXTI), a leading manufacturer of compound semiconductor substrates, today announced a strategic plan to access China’s capital markets in order to enhance its ability to support at scale the strong, expected demand for strategic compound semiconductor materials and to continue to elevate its business and manufacturing operations in support of Tier-1 customer requirements, as well as to replenish its cash with minimal dilution and further strengthen its financial structure.
AXT plans to merge two of its raw material companies into its wafer manufacturing company in China, Beijing Tongmei Xtal Technology Co., Ltd. (“Tongmei”), subject to completion of definitive documentation and applicable laws. The two raw material companies, Beijing BoYu Semiconductor Vessel Craftwork Technology Co., Ltd. (“BoYu”) and Nanjing JinMei Gallium Co., Ltd. (“JinMei”), and their related entities in China are performing well and add breadth of product diversity to Tongmei.
AXT will seek to list shares of Tongmei on the Shanghai Stock Exchange’s Sci-Tech innovAtion boaRd (the “STAR Market”), an exchange intended to support innovative companies in China. The process of going public on the STAR Market includes several periods of review and, therefore, is a lengthy process. Tongmei does not expect to accomplish this goal until mid-2022.
The listing of Tongmei on China’s STAR market will not change the status of AXT, Inc. as a U.S. public company. It is a U.S. company, headquartered in Fremont, California. It will continue to be listed on the Nasdaq Global Select Market under the symbol AXTI.
To qualify for a STAR Market listing, Tongmei is required to have multiple independent shareholders. The first major step in this process is engaging reputable private equity firms in China to invest funds in Tongmei. In exchange for approximately a 7.14 percent minority interest in Tongmei, private equity firms will invest approximately $50 million. The first tranche investment documents were executed on November 13, 2020 in China and the first tranche of approximately $22.5 million is expected to be received in late November or early December 2020. The second tranche of approximately $26.5 million is expected to fund in January 2021. The second tranche investment documents have not yet been executed. AXT’s ability to retain these investments is contingent upon a successful completion of the STAR Market listing. Tongmei would be required to sell a minimum of 10 percent of its equity in the public offering, bringing the total minority interest held publicly to approximately 17.14 percent, or greater if Tongmei elects to increase the offering above 10 percent.
“Pursuing a listing on the STAR Market gives us the ability to replenish our cash and increase our market value for our shareholders with minimal dilution,” said Morris Young, chief executive officer. “Further, the additional capital will strengthen our ability to compete for larger business opportunities. We have largely completed the relocation of our manufacturing lines and now our market-leading portfolio of materials is intersecting with what we believe to be some of the biggest, most influential technology trends of the next decade, such as 5G telecommunications, data center connectivity, LED-based lighting and display, and laser-based sensing. In addition to these opportunities, we believe new applications across our portfolio are creating exciting incremental opportunities on the horizon. Strengthening our balance sheet can give our customers greater confidence in our ability to support at scale the strong, expected demand for our strategic compound semiconductor materials.”
BoYu manufactures pyrolytic boron nitride (pBN) crucibles that are used when growing single-crystal compound semiconductor ingots and used as effusion rings growing OLED tools. JinMei produces 7N+ purified gallium and other specialty materials.
“The combination of AXT’s wafer manufacturing with BoYu’s and JinMei’s products and capabilities presents a compelling and well-rounded business model,” Young continued. “They synergistically serve a diverse set of customers and markets, providing world-class materials to the semiconductor industry. We believe that the convergence of a strong market opportunity with state-of-the-art manufacturing capabilities and a diverse portfolio of products will make Tongmei an attractive company for the STAR Market and create incremental value for our shareholders.”
The company will host a conference call to discuss these results today at 2:30 p.m. PT. The conference call can be accessed at (844) 892-6598 (passcode 7117157). The call will also be simulcast at www.axt.com. Replays will be available at (855) 859-2056 (passcode 7117157) until, November 22, 2020. Additional investor information can be accessed at axt.com or by calling the company’s Investor Relations Department at (510) 438-4700.
About AXT, Inc.
AXT is a material science company that develops and manufactures high-performance compound and single element semiconductor substrate wafers comprising indium phosphide (InP), gallium arsenide (GaAs) and germanium (Ge). The company’s substrate wafers are used when a typical silicon substrate wafer cannot meet the performance requirements of a semiconductor or optoelectronic device. End markets include 5G infrastructure, data center connectivity (silicon photonics), passive optical networks, LED lighting, lasers, sensors, power amplifiers for wireless devices and satellite solar cells. AXT’s worldwide headquarters are in Fremont, California where the company maintains its sales, administration and customer service functions. AXT has manufacturing facilities in China and, as part of its supply chain strategy, has partial ownership in ten companies in China producing raw materials. For more information, see AXT’s website at axt.com.
The foregoing paragraphs contain forward-looking statements within the meaning of the Federal securities laws, including, for example, statements regarding AXT’s plan to merge Tongmei, its wafer manufacturing company in China, with Boyu and Jinmei, Tongmei receiving the first tranche of private equity investment funds, signing investment documents to secure the second tranche of private equity investment funds into Tongmei and subsequently receiving such funds, completing other preliminary steps in connection with the proposed listing of shares of Tongmei on the STAR Market, being accepted to list shares of Tongmei on the STAR Market and the timing and completion of such listing of shares of Tongmei on the STAR Market. Additional examples of forward-looking statements include statements regarding the market demand for our products, our growth prospects and opportunities for continued business expansion, including technology trends and new applications, our market opportunity and ability to compete for business opportunities, elevating our manufacturing, enhancing our business processes and financial structure, our relocation and our expectations with respect to our business prospects and financial results. These forward-looking statements are based upon assumptions that are subject to uncertainties and factors relating to the company’s operations and business environment, which could cause actual results to differ materially from those expressed or implied in the forward-looking statements contained in the foregoing discussion. These uncertainties and factors include, but are not limited to: the tax and legal consequences of merging Tongmei with Boyu and Jinmei, the lack of interest of private equity funds in China to invest in Tongmei, the withdrawal, cancellations or requests for redemptions by private equity funds in China of investments in Tongmei, the timing of receipt of private equity funds into Tongmei, the administrative challenges in satisfying the requirements of various government agencies in China in connection with the investments in Tongmei and the listing of shares of Tongmei on the STAR Market, continued open access to companies to list shares on the STAR Market, investor enthusiasm for new listings of shares on the STAR Market and geopolitical tensions between China and the United States. Additional uncertainties and factors include, but are not limited to, the timing and receipt of significant orders; the cancellation of orders and return of product; emerging applications using chips or devices fabricated on our substrates; end-user acceptance of products containing chips or devices fabricated on our substrates; our ability to bring new products to market; product announcements by our competitors; the ability to control costs and improve efficiency; the ability to utilize our manufacturing capacity; product yields and their impact on gross margins; the relocation of manufacturing lines and ramping of production; possible factory shutdowns as a result of air pollution in China; COVID-19 or other outbreaks of a contagious disease; tariffs and other trade war issues; the financial performance of our partially owned supply chain companies; policies and regulations in China; and other factors as set forth in the company’s Annual Report on Form 10-K, quarterly reports on Form 10-Q and other filings made with the Securities and Exchange Commission. Each of these factors is difficult to predict and many are beyond the company’s control. The company does not undertake any obligation to update any forward-looking statement, as a result of new information, future events or otherwise.
Chief Financial Officer
Green Communications Consulting, LLC
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|From: richardred||11/19/2020 12:23:21 PM|
|A new buy today- CNDT- Conduent. I will join Carl Icahn @ 4.07. I never like the name change from this once part of Xerox company Current portfolio 75% cash 25% equity. Carl is selling his Caesars Entertainment and buying more XEROX. Xerox's try to buy HP ended in failure. CNDT seems an under the radar company now. The last Qtr. earnings for CNDT & XRX seemed quite good. Carl needs to make up for the Hertz debacle. |
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|To: richardred who wrote (6003)||11/19/2020 1:02:40 PM|
|Harbert very unhappy. Will they keep buying more shares?|
Harbert Discovery Fund Issues Letter to Enzo Biochem Board of Directors
Email Print Friendly Share
November 18, 2020 13:00 ET | Source: Harbert Management Corporation
BIRMINGHAM, Ala., Nov. 18, 2020 (GLOBE NEWSWIRE) --
Elazar Rabbani, Dov Perlysky, Rebecca Fischer,
We are writing to demand Elazar Rabbani immediately resign as CEO and from the Board of Directors (the “Board”) of Enzo Biochem, Inc. (NYSE: ENZ) (“Enzo” or the “Company”). Harbert Discovery Fund, LP and Harbert Discovery Co-Investment Fund I, LP (collectively “HDF”) currently own approximately 11.74% of the outstanding shares of Enzo, making us the Company’s largest shareholder.
As you will recall, despite your attempts to further entrench the Board during the last proxy campaign, shareholders overwhelmingly voted to elect Fabian Blank and Pete Clemens as directors on February 25, 2020 largely because of their desire to see change at Enzo. Shareholders voted for Pete and Fabian because of the Company’s long history of underperformance, significant share price declines, and disillusionment with a management team that clearly places its own interests ahead of shareholders. It is no surprise that the fundamental results began to improve after Pete and Fabian joined the Board. Based on the timing and unexpected nature of Fabian and Pete’s resignations, it appears that Chairman and CEO Rabbani has created such an extremely hostile environment that Pete and Fabian found their position untenable as minority members in opposition to Mr. Rabbani’s continued mismanagement.
Upon disclosing the resignations of Pete and Fabian, Enzo announced that preliminary revenue for fiscal Q1 exceeded $27 million, the highest revenue quarter the Company has achieved in years. Enzo is clearly benefitting from the increased demand for COVID-19 testing, and we expect this dynamic to continue. It speaks volumes that despite the positive revenue news, shares traded down around 2.5%.
This trading behavior clearly reflects shareholders’ fundamental distrust and frustration with management and the remaining directors. This decline extended the shares year-to-date declines to -25%. Conversely, other public companies benefitting from COVID-19 testing have generated outsized shareholder returns in 2020. Opko, LabCorp, and Quest Diagnostics generated 2020 year-to-date shareholder returns of 169%, 21%, and 19%, respectively. For Enzo, 2020 is a continuation of a long-history of dramatic underperformance.
| ||Total Shareholder Return|
| ||YTD||1 Year||3 Year||5 Year||10 Year||20 Year|
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Note: Data per Bloomberg as of November 17, 2020.
Elazar Rabbani has controlled and mismanaged Enzo for over 40 years. He has consistently paid himself bonuses in spite of negative shareholder returns, he has overseen numerous conflicts of interest, and he has failed to create shareholder value. We have spoken with numerous former employees and not a single one has anything positive to say about his leadership or character. There is a consistent theme that he cares more about maintaining control of the Company than supporting his employees, or creating value for shareholders.
Enough is enough. It is time for the remaining “independent” directors to demand Elazar’s immediate resignation. Upon his resignation, the Company should immediately pursue a sale. M&A multiples are increasing, based on the current demand for lab assets. We believe at a minimum the Company could realize 2x revenues in a sale. Based on recently announced run-rate Q1 fiscal 2021 revenue, that would result in $5.51 per share, or 178% upside from current levels. This is clearly a better option for shareholders than continuing with the current status quo, where even positive fundamental results send the stock down as a result of the extreme and justified distrust of Elazar Rabbani. It is worth noting that the Company has not updated shareholders on the status of its engagement with Lazard since January of 2020. We believe they deserve an update.
Investors are left to ponder what independent directors Perlysky and Fischer stand to benefit from Elazar’s continued entrenchment. Evidently, they have placed their own interest in furthering Elazar’s unscrupulous behavior and self-dealing ways ahead of thousands of individual and institutional investors.
We hope that recently added director Mary Tagliaferri is truly independent and capable of an unbiased assessment of Enzo’s management. Time will tell.
Should directors Perlysky and Fischer refuse to recognize the mandate for change from shareholders and exhibit a preference for systemic cronyism, then at a minimum we request that the Board hire an independent, reputable law firm to investigate Elazar’s various conflicts.
Shareholders deserve better. You can do better. It is a shame and blight on your and Enzo’s reputations that you won’t.
Harbert Discovery Fund, LP
Harbert Discovery Co-Investment Fund I, LP
Kenan Lucas, Managing Director and Portfolio Manager of Harbert Discovery Fund GP, LLC and Harbert Discovery Co-
Investment Fund I GP, LLC
THIS STATEMENT CONTAINS OUR CURRENT VIEWS ON THE VALUE OF SECURITIES OF ENZO BIOCHEM, INC. (“ENZO”). OUR VIEWS ARE BASED ON OUR ANALYSIS OF PUBLICLY AVAILABLE INFORMATION AND ASSUMPTIONS WE BELIEVE TO BE REASONABLE. THERE CAN BE NO ASSURANCE THAT THE INFORMATION WE CONSIDERED IS ACCURATE OR COMPLETE, NOR CAN THERE BE ANY ASSURANCE THAT OUR ASSUMPTIONS ARE CORRECT. WE DO NOT RECOMMEND OR ADVISE, NOR DO WE INTEND TO RECOMMEND OR ADVISE, ANY PERSON TO PURCHASE OR SELL SECURITIES AND NO ONE SHOULD RELY ON THIS STATEMENT OR ANY ASPECT OF THIS STATEMENT TO PURCHASE OR SELL SECURITIES OR CONSIDER PURCHASING OR SELLING SECURITIES. THIS STATEMENT DOES NOT PURPORT TO BE, NOR SHOULD IT BE READ, AS AN EXPRESSION OF ANY OPINION OR PREDICTION AS TO THE PRICE AT WHICH ENZO’S SECURITIES MAY TRADE AT ANY TIME. AS NOTED, THIS STATEMENT EXPRESSES OUR CURRENT VIEWS ON ENZO. OUR VIEWS AND OUR HOLDINGS COULD CHANGE AT ANY TIME WITHOUT NOTICE AND WE MAKE NO COMMITMENT TO UPDATE THIS STATEMENT IN THE EVENT OUR VIEWS OR HOLDINGS CHANGE. INVESTORS SHOULD MAKE THEIR OWN DECISIONS REGARDING ENZO AND ITS PROSPECTS WITHOUT RELYING ON, OR EVEN CONSIDERING, ANY OF THE INFORMATION CONTAINED IN THIS STATEMENT.
About Harbert Discovery Fund (“HDF”)
HDF invests in a concentrated portfolio of publicly traded small capitalization companies in the US and Canada. We perform significant due diligence on each portfolio company prior to investing. In addition to researching all publicly available information and meeting with management, our diligence includes substantial primary research with industry experts, consultants, bankers, customers and competitors. We often spend months or years researching ideas before making an investment decision and we only invest in companies that we believe are significantly undervalued, and where there is the potential for change to enhance or accelerate value creation. In an effort to unlock this potential value, we seek to work directly with the boards and management teams of our portfolio companies privately and collaboratively, engaging with them on a range of factors including governance, board composition, corporate strategy, capital allocation, strategic alternatives and operations. We have effected positive, fundamental changes at our current and past investments through this behind-the-scenes,
constructive approach. HDF currently has board representation at three of our portfolio companies. In each case, changes to the board were agreed upon privately and it is our strong preference in every investment to avoid the unnecessary distractions and costs of a public proxy campaign.
About Harbert Management Corporation (“HMC”)
HMC is an alternative asset management firm with approximately $7.4 billion in regulatory assets under management as of October 31, 2020. HMC currently sponsors eight distinct investment strategies with dedicated investment teams. Additional information about HMC can be found at www.harbert.net.
HMC Investor Relations
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|From: richardred||12/9/2020 11:56:47 AM|
|An old favorite (MTSC) in my early years. I don't forget companies that were very good to me. MTSC get a buyout bid.|
Amphenol Corp. to Acquire MTS Systems for $1.7 Billion
BY MT Newswires
— 9:52 AM ET 12/09/2020
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