Monday, April 28, 2008

Cohen's SAC Discloses 5.1% Stake in Applied Bio (ABI); Wants Celera Seperated, CEO Gone and All Options Explored

In a 13D filing after the close Friday on Applied Biosystems (NYSE: ABI), Steven Cohen's SAC Capital disclosed a 5.1% stake (8,604,018 shares) in the company. SAC showd a 222,357 share stake at the quarter ended 12/31/07.

In the filing, SAC disclosed that in March 2008 they sent a letter to the company's non-management directors expressing its continued support for the separation of the company's Celera Group. SAC also encouraged the Board of Directors to take action to ensure that (1) excess costs associated with the Applera parent company and the Norwalk, Connecticut headquarters are eliminated instead of being absorbed by the Issuer's Applied Biosystems Group, (2) the Issuer's current Chairman and Chief Executive Officer ceases to be an officer or director of the Applied Biosystems Group, and (3) all strategic alternatives are fully explored, including the sale of the Applied Biosystems Group.

In the filing, SAC also noted that in July 2007 they notified the company that they intended to nominate certain individuals to the board of directors. SAC and the company reached an agreement, and the company agreed to include Dr. Mardis in its slate of nominees to stand for election at the 2007 annual meeting.

SAC also said they have not determined whether to seek to nominate individuals to stand for election to the company's Board of Directors at the 2008 annual meeting of stockholders, but reserve the right to do so.

SAC paid approximately $276.2 million for the position, or about $32 per share (current price of $30.24).

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Monday, April 21, 2008

Esopus Creek Advisors Files 13D on Syms (SYMS), Wants Value Maximized Including Appraisal of Real Estate

In a 13D filing on Syms Corp (Nasdaq: SYMS), Esopus Creek Value LP and related funds disclosed a 3.76% stake in the company, or approximately 8.76% of the non-controlled shares of the Company. The firm also disclosed a letter to the Board of Director calling on them to take steps to maximize shareholder value, including a full appraisal of the value of the Company's real estate. The firm also requested the Independent Directors conduct an exhaustive review of the performance of each of the retail stores and then to close such locations that do not generate cash flow in excess of the cash flow value that could be generated if such locations were either developed or leased to an unrelated third party.

From the Letter: "In December 2007 you decided to de-register and de-list the Company's shares on the recommendation of SYMS's controlling stockholder despite the strong protestations of Esopus and other large minority holders. Today any reasonably informed minority shareholder would find that your actions directly caused a destruction in the market price of SYMS common shares and its accompanying liquidity. ... And parenthetically, should you entertain the concept of initiating a reverse stock split scheme, or any functional equivalent, in order to facilitate a future de-registration of SYMS shares, we will consider such action an improper discharge of your fiduciary duties to your minority stockholders."

"steps would include your conducting a full appraisal of the value of the Company's owned real estate, performed by a reputable and nationally recognized real estate appraisal firm, and then to make public such appraisals. Furthermore we call upon you to conduct an exhaustive review of the performance of each of your retail stores and then to close such locations that do not generate cash flow in excess of the cash flow value that could be generated if such locations were either developed or leased to an unrelated third party. A suitable candidate for such development might include your 42 Trinity Place (“42 Trinity”) location in lower Manhattan, a footprint which enjoys over 170,000 square feet of buildable space based upon our research. And just to illustrate the enormous value that has yet to be unlocked by the Company, on April 17, 2008, just four days ago, New York City property records revealed that a nearby parcel located at 8 Stone St., having approximately 100,000 buildable square feet and the same zoning characteristics as 42 Trinity, sold for over $60 million to a hotel developer. This transaction equates to $600 per buildable square foot thus implying a valuation for 42 Trinity at $102 million." [LJ]

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Wednesday, April 09, 2008

Obrem Capital Discloses 5.1% Stake In MDS (MDZ), Wants Unit Sale/Spinoff and Share Repurchases

In a 13D filing on MDS Inc. (NYSE: MDZ), Obrem Capital disclosed a 5.1% stake (6.2M shares) in the company. Obrem plans to talk with management and the board and plans to recommend a spin-off or sale of one or several of the company's business units. Obrem also intends to recommend a review of the company's capital structure and a significant stock buyback plan.

From the filing: "The Reporting Persons intend to communicate with the management and board of directors of the Issuer regarding the Issuer’s business and other strategic and financial considerations, whereby the Reporting Persons intend to recommend certain actions to the Issuer in order to increase shareholder value. Specifically, the Reporting Persons believe that significant shareholder value could be created through the spin-off or sale of one or several of the Issuer’s business units and they intend to recommend that the Issuer formally hire financial advisors to explore such strategic alternatives. Additionally, the Reporting Persons intend to recommend that the Issuer review its capital structure and pursue a significant share repurchase program."

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Monday, April 07, 2008

Inland Group (IRC) Discloses 5.6% Stake In Ramco-Gershenson (RPT), May Propose Merger or Seek Board Seat

In a 13D filing on Ramco-Gershenson Properties Trust (NYSE: RPT), The Inland Group (NYSE: IRC) disclosed a 5.6% stake (1,038,537 shares) in the company. Inland said they may acquire additional shares in a cash tender offer or exchange offer, may propose a merger, and may seek board representation.
From the Filing:"Inland American and Adviser have also considered, on a preliminary basis, various courses of action with respect to the Company, including: (i) causing Inland American, or a subsidiary or affiliate thereof, to acquire additional Shares in a cash tender offer or exchange offer; (ii) proposing a merger or sale or similar transaction between Inland American, or an affiliate of Inland American, and the Company; and (iii) seeking representation on the Company's board of directors. Inland American and Adviser have not reached any conclusion as to any of the foregoing alternatives."

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Thursday, April 03, 2008

JPMorgan All But Locks Up Bear Steans Vote -- Buys 11.5M Shares In Open Market

In a 13D filing on Bear Stearns (NYSE: BSC), JPMorgan (NYSE: JPM) disclosed that on March 24 they acquired 11,500,000 shares of Common Stock in the open market. They bought the shares at $12.2369.

JPMorgan Chase acquired the shares of Common Stock in order to increase the likelihood that the plan to rescue Bear Stearns will be completed.

Based on JPMorgan Chase's current beneficial ownership and after issuance of the 95,000,000 shares to be acquired pursuant to the Share Exchange Agreement, JPMorgan Chase expects to beneficially own 107,978,295 shares or 44.86% of Issuer’s shares then outstanding.

Depending upon market conditions and other factors, JPMorgan Chase currently expects to continue to acquire beneficial ownership of additional shares of Common Stock in the open market, in privately negotiated transactions or otherwise. JPMorgan Chase expects that after such purchases (and consummation of its purchase of 95 million shares referenced above), it may own as much as 49.5% of the then outstanding Common Stock. JPMorgan Chase reserves the right to change its intention without further notice, except as may be required by law.

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Tuesday, April 01, 2008

Loeb's Third Point Gets Active With Maguire Properties (MPG) Following Failed Sale

In a 13D filing after the close on Maguire Properties (NYSE: MPG), Daniel Loeb's Third Point disclosed a 7.1% stake (3,350,000 shares) in the Company. At the quarter ended December 31, 2007, Third Point did not show a stake in Maguire.

Loeb's firm paid approximately $76,044,482 to acquire the 3,350,000 shares, which works out to about $22.70 per share. MPG is currenty trading at around $16. The stock sank 16% last Friday after the company said it will no longer pursue a sale.
From the filing: "The Common Stock was acquired by Third Point without any purpose or effect of changing or influencing control of the Company. However, as a result of the announcement by the Company on March 28, 2008, that its review of strategic alternatives no longer includes the active pursuit of a possible sale of the Company, Third Point may no longer be deemed to have acquired or to beneficially own the Shares with no such purpose or effect.
Third Point may engage in communications with other shareholders of the Company, knowledgeable industry or market observers, members of the board of directors or management of the Company or other representatives of the Company regarding the Company, including but not limited to its operations, strategy, management, capital structure and the strategic alternatives that may be available to the Company."
Maguire Properties, Inc., a real estate investment trust (REIT), engages in the ownership, management, acquisition, and development of office and real estate properties primarily in California.

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