| To: richardred who wrote (6003) | 11/19/2020 1:02:40 PM | | From: richardred | | | | Harbert very unhappy. Will they keep buying more shares?
Harbert Discovery Fund Issues Letter to Enzo Biochem Board of Directors
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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 | | LabCorp | 21.0 | % | 19.4 | % | 36.2 | % | 65.9 | % | 151.7 | % | 448.8 | % | | Quest | 18.6 | % | 21.5 | % | 41.9 | % | 101.7 | % | 195.5 | % | 490.9 | % | | Opko | 169.4 | % | 165.8 | % | (16.6 | %) | (63.2 | %) | 37.6 | % | (50.2 | %) | | Average | 69.7 | % | 68.9 | % | 20.5 | % | 34.8 | % | 128.2 | % | 296.5 | % | | | | | | | | | | Enzo | (24.7 | %) | (31.7 | %) | (78.5 | %) | (56.0 | %) | (52.7 | %) | (93.7 | %) |
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.
Sincerely,
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
Important Disclosure
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
Telephone: 205.987.5500
E-mail: irelations@harbert.net
globenewswire.com |
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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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| To: richardred who wrote (5842) | 12/11/2020 9:34:29 AM | | From: richardred | | | | IMO a very stingy takeout price. It will be interesting to see if there's a shop around clause? IMO Perfect fit for privately held Otter Box.
Zagg Agrees to be Acquired by Evercel-Led Group For Up to $4.45 a Share
BY MT Newswires
— 9:28 AM ET 12/11/2020
P.S.
| To: Touching who wrote (56691) | 1/19/2016 12:18:41 PM | | From: richardred | of 65671 | | | Thanks for the opinion. I believe Privately held Otter Box is a good gauge as a top competitor. Both this company and Otter Box have grown through acquisitions. I believe the cell phone protective case and glass market will be a good growth market going forward. (New & replacement market)
If the PE remains 11 or below. While margins and cash flow hold, or expand moving forward. IMO it should also increase the M&A speculative appeal of this company. |
Message 30414646 |
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| To: richardred who wrote (5595) | 12/14/2020 9:51:18 AM | | From: richardred | | | | The fisherman becomes the fish!
AstraZeneca's $39 Billion Acquisition of Alexion Represents 'Full, Fair Price,' Wedbush Says
MT Newswires – 9:20 AM ET 12/14/2020
| From: richardred | 10/17/2019 7:20:12 AM |
| of 6027 | | | Alexion Agrees to Acquire Biopharma Firm Achillion in $930 Million Cash Deal
BY MT Newswires
— 1:28 PM ET 10/16/2019 |
| To: richardred who wrote (3894) | 5/6/2015 9:31:20 AM | | From: richardred | of 6027 | | | What a premium for a company with no products on the market.
Alexion Pharma to pay $8.4 billion for Synageva BioPharma
Alexion Pharmaceuticals will pay a huge premium to buy fellow rare disease treatment maker Synageva BioPharma in an $8.4-billion deal for a company with no products on the market.
Shares of Synageva more than doubled in value before markets opened Wednesday and after Alexion said it will pay $115 in cash and a portion of its stock for each Synageva share. That puts the total per-share price at about $226, based on the Tuesday closing price of Alexion shares.
That's a premium of about 136 percent to the $95.87 closing price Tuesday of Synageva BioPharma Corp. shares.
finance.yahoo.com |
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| From: richardred | 1/27/2021 1:11:12 PM | | | | | | For the first time in 44 years. Been out of the market completely on Jan 18.
GME- Time for a stock offering. :+ ) Today was kinda unique that social media could target heavily shorted stock without any justifiable fundamentals. What could go wrong! I guess we will find out. To bee sure. There will be money made and money lost.
P.S. Had plenty of good ice cream this past year, and even the whip cream to go with it. I'm not going to wait around for the cherry on TOP. Good luck to those who are still long. As I've said before. IMO the boy scout saying still applies. " Always Be Prepared." Meanwhile, make money and prosper!
Rick |
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| To: richardred who wrote (6029) | 1/28/2021 12:36:40 PM | | From: richardred | | | | Well that didn't take long. After the enormous task of moving my desk into the desk in the basement for my future trading room. Along with hooking up the desktop and a bundle of wires. Plus my lack of enthusiasm to buy something new in current market conditions. I've been checking over the many watch list I have. Taking a stab again at GNE-GENIE ENERGY .
I've owned it before,two successful prior trades on this one but from my prior ownership. It's much better off financially and has a nice dividend yield to go along with it. Being in the utilities sector. IMO- It fits my Retired investor trader selection quite well I think.Because of my many small cap investments. FWIW- I found it quite a task to liquidate my portfolio completely to mitigate my risk in retired life. Sure I didn't maximize my potential gains, in many stocks but No regrets-
P.S.
Message 28866276
Message 31050692 |
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| To: richardred who wrote (6030) | 2/11/2021 1:09:43 PM | | From: richardred | | | | Added to GNE today. Bought mainly for the dividend and improving earnings moving forward.
P.S. Small kicker -GNE's small solar interest. I found it interesting that Prism has a plant in N.Y. .
Oldie- GENIE ENERGY LTD.
Prism Solar Expands Solar Panel Deployments for JPMorgan Chase
November 5, 2019
electricenergyonline.com
2019 AR
Prism Solar Technologies The Company acquired a 60.0% controlling interest in Prism in October 2018. On April 12, 2019, Prism restructured its ownership. The Company now holds 60.0% interest in Plus EnerG which owns 100% of Prism. Prism is a solar solutions company engaged in solar panel manufacturing, solar installation design and project management. In the U.S., Prism’s solar panels are used in residential, office and commercial buildings. Residential applications include solar sun rooms (solariums), skylights, canopies and sun decks. Prism’s solar panels are used in the construction of parking canopies, electric vehicle car ports, parking structures, vertically mounted on buildings and many other custom applications.Certain of Prism’s solar panels are designed with high efficiency N-type silicon solar cell technology designed into bifacial solar modules. This technology results in a reduction in the average cost per kilowatt hour. Elements of the technology that Prism uses are protected under patent application. The glass-on-glass design of the solar panels increases the durability and lifetime value of the solar panels. Unlike traditional solar modules, where photo-voltaic (“PV”) cells can only use the sunlight that strikes the front of the module, Prism’s bifacial modules generate energy on both sides, capturing a substantial amount of light scattered from clouds and surrounding surfaces. In traditional modules this additional light is not converted into electricity. Prism’s solutions are especially valuable when Prism’s modules are mounted over highly reflective backgrounds, such as white roof, snow, sand, or other light-colored surfaces.Solar Industry OverviewProducts and services in this industry consist of silicon modules and cells, thin-film modules and cells and other modules cells. The demand for solar panel manufacturing is impacted by government programs, commodity prices and international trade.13Solar energy is one of the fastest growing forms of renewable energy with numerous economic and environmental benefits that make it an attractive complement to and/or substitute for traditional forms of energy generation. In recent years, the price of PV solar power systems, and accordingly the cost of producing electricity from such systems, has dropped to levels that are competitive with or even below the wholesale price of electricity in many markets. The rapid price decline that PV solar energy has experienced in recent years has opened new possibilities to develop systems in some locations with limited or no financial incentives. The fact that a PV solar power system requires no fuel provides a unique and valuable hedging benefit to owners of such systems relative to traditional energy generation assets. Once installed, PV solar power systems can function for 25 or more years with relatively less maintenance or oversight compared to traditional forms of energy generation. In addition to these economic benefits, solar energy has substantial environmental benefits. For example, PV solar power systems generate no greenhouse gas and other emissions and use no or minimal amounts of water compared to traditional forms of electricity generation. Worldwide solar markets continue to develop, aided by the above factors as well as demand elasticity resulting from declining industry average selling prices, both at the module and system level, which make solar power more affordable.The solar industry continues to be characterized by intense pricing competition, both at the module and system levels. In particular, module average selling prices in the United States and several other key markets have experienced an accelerated decline in recent years, and module average selling prices are expected to continue to decline globally to some degree in the future. In the aggregate, we believe manufacturers of solar cells and modules have significant installed production capacity, relative to global demand, and the ability for additional capacity expansion. We believe the solar industry may from time to time experience periods of structural imbalance between supply and demand (i.e., where production capacity exceeds global demand), and that such periods will put pressure on pricing. Additionally, intense competition at the system level may result in an environment in which pricing falls rapidly, thereby further increasing demand for solar energy solutions but constraining the ability for project developers, EPC companies, and vertically-integrated solar companies such as Prism to sustain meaningful and consistent profitability. In light of such market realities, we are focusing on our strategies and points of differentiation, which include our advanced module and system technologies, our manufacturing process, our vertically-integrated business model, our financial viability, and the sustainability of our modules and systems.Multiple markets within the United States, exemplify favorable characteristics for a solar market, including (i) sizeable electricity demand, particularly around growing population centers and industrial areas; (ii) strong demand for renewable energy generation; and (iii) abundant solar resources. In those areas and applications in which these factors are more pronounced, our PV solar energy solutions compete favorably on an economic basis with traditional forms of energy generation. The market penetration of PV solar is also impacted by certain state and federal support programs, including the current 30% federal investment tax credit, as described under “Support Programs.” We have significant experience and a market leadership position in developing, engineering, constructing, and maintaining utility-scale power plants in the United States, particularly in California and other southwestern states, and increasingly in southeastern states. Currently, our solar projects in the United States account for a majority of the advanced stage pipeline of projects that we are either currently constructing or expect to construct.Customers; MarketingThe services of GES — Diversegy and Prism — are made available to customers via multiple channels and under several offerings. The majority of our customer base consists of medium to large commercial customers who are looking to be more efficient with their energy consumption. Our sales channels and marketing activities include a direct sales force, commission-only referral agents, telemarketing, digital marketing and radio advertising.Sources of Material and Manufacturing We have designed our manufacturing processes to produce high quality products that meet our customers’ requirements at competitive costs. The Company employs a mix of outsourced manufacturing through high quality contract manufacturers and direct manufacturing capabilities in its Highland, New York facility.We source our raw materials through a portfolio of component manufacturers and invest resources in continued cost-reduction effort. In all cases we seek a second and third source so as to limit dependence on any single suppliers.
Competition The market for solar electric power technologies is competitive and continually evolving. In the last year, we faced increased competition, resulting in price reductions in the market and reduced margins, which may continue and could lead to loss of market share. Our solar power products and systems compete with many competitors in the solar power market, including, but not limited to Canadian Solar Inc., Hanwha QCELLS Corporation, JA Solar Holdings Co., Kyocera Corporation, LG Corporation, Jinko Solar, NRG Energy, Inc., Panasonic Corporation, Sharp Corporation, SunRun, Inc., Tesla, Inc., Trina Solar Ltd., Vivint, Inc., LONGi Solar, REC Group, Hyundai Heavy Industries Co. Ltd., and Yingli Green Energy Holding Co. Ltd. and First Solar, Inc.We also face competition from resellers that have developed related offerings that compete with our product and service offerings, or have entered into strategic relationships with other existing solar power system providers. We compete for limited government funding for research and development contracts, customer tax rebates and other programs that promote the use of solar, and other renewable forms of energy with other renewable energy providers and customers.In addition, universities, research institutions, and other companies have brought to market alternative technologies, such as thin-film solar technology, which compete with our PV technology in certain applications. Furthermore, the solar power market in general competes with other energy providers such as electricity produced from conventional fossil fuels supplied by utilities and other sources of renewable energy such as wind, hydro, biomass, solar thermal, and emerging distributed generation technologies such as micro-turbines, sterling engines and fuel cells. |
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| From: richardred | 2/22/2021 1:39:31 PM | | | | | | I'm wondering if approval is going to go smoothly with the Federal Trade commission?
Cooper Tire & Rubber to Be Acquired by Goodyear for Enterprise Value of $2.5 Billion; Posts Lower Fourth-Quarter Results
BY MT Newswires
— 12:41 PM ET 02/22/2021
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