Intermagnetics General Corporation (NDAQ:IMGC) announced yesterday in a 14A filing with the SEC that they plan on moving forward with their merger plans with Royal Philips through their subsidiary Philips Holding (NYSE:PHG). This merger, which was originally announced on June 15th, had been the subject of two outstanding shareholder lawsuits that sought to prevent the merger. The lawsuits alleged that the company had "breached their fiduciary duties by failing to publicly announce an open bidding process or otherwise seek additional officers to acquire Intermagnetics, and by failing to provide full disclosure to certain material financial information." In their filing, the company noted that these lawsuits had been resolved, but gave no details. Shareholders who are on record as of August 16th will be able to vote on the proposed merger on September 26th.

Their proxy statement outlined the details of the transaction:

"If our stockholders adopt the merger agreement and the merger is subsequently completed, you will be entitled to receive $27.50 in cash, without interest, for each share of Intermagnetics common stock you own, unless you have properly exercised your appraisal rights. On June 14, 2006, the last full trading day prior to the public announcement of the merger agreement, the closing price of our common stock was $21.38 per share."

The lawsuits may have had some merit. The buyout premium in this case is only 28% - at a price less than a recent 52 week high made by the company. Why wasn't a bidding process announced so other suitors could potentially offer a greater amount to current shareholders? The board of directors, who approved this plan, are supposed to always act in the best interest of shareholders...

With these lawsuits settled, the company only needs a proxy vote and approval from the EU before moving forward. With a 70% institutional ownership stake, it is likely that the merger will move ahead as planned.

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Activist hedge fund Pirate Capital announced its final slate of nominees for the Cutter & Buck, Inc. (NDAQ:CBUK) board of directors today in their ammended 13D filing with the SEC. According to the filing:

"On August 18, 2006, pursuant to discussions between representatives of the Issuer and representatives of the Reporting Persons, the Issuer notified the Reporting Persons of its decision to include David A. Lorber, a Director and Senior Investment Analyst at Pirate Capital, amongst the Issuer's eight nominees for election as directors at the Issuer's 2006 annual meeting of shareholders (the "Annual Meeting"). Concurrently, the Issuer also notified the Reporting Persons of its decision to include Thomas O'Riordan, an industry expert recommended to it by the Reporting Persons and considered by the Governance Committee of the Issuer, amongst the Issuer's eight nominees for election as directors at the Annual Meeting. Mr. O'Riordan is a consultant to the footwear, apparel and sporting goods industries and was recently a senior executive and director with Fila. Mr O'Riordan is also a member of the Board of Directors of Innovo Group, a publicly traded apparel company."

Pirate also revealed a 13.5% stake in the company, amassed since December 10, 2004, when it first announced it's ownership in the stock. After buying at the top and watching the stock sink from the mid-14s to it's current level below $10, the fund is now ready to step in and unlock shareholder value. Although it may be a long-term play, Pirate Capital has a very skilled management team and a high rate of success when it comes to unlocking shareholder value through turnarounds or liquidations. Given their likely averaged price, you can be sure that they are looking for a significant premium to the current price. CBUK is definitely a good stock to keep an eye on when it comes closer to the board's election at the upcoming shareholder's meeting.

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Great Wolf Resorts, Inc. (NDAQ:WOLF) has recently drawed some confusion from investors after an August 15th 13D filing made by Hayground Capital. The confusion arose when Hayground - the Wolf's largest shareholder - announced the the company had contacted him seeking advice regarding a possible sale of the company:

"On August 9, 2006, Bruce Neviaser,  Chairman of the board of directors (the "Board") of the Issuer,  called Mr. Ader to elicit Mr. Ader's views  regarding a possible sale of the Issuer.  Mr. Neviaser  expressed his belief that the Issuer has a worth of at least $16 per share of Common  Stock  and  sought  Mr.  Ader's advice as to which  investment  banking firm to contact and how best to go about an  organized a sale of the Issuer as a way to maximize  the value of the Common Stock for all  shareholders.  Mr.  Ader  expressed  his strong  support  for the Issuer's  engagement of an investment  banking firm to explore a sale and stated that any one of a number of major investment  banks could add substantial  value in conducting an organized sale process."

The stock immediately jumped from $11 to $12 on this announcement. (Side note: The next day, at around 2pm, there was a Form 4 filed with the SEC by Bruce Neviaser - the same man who had interest in a possible sale of the company and insisted it was worth at least $16 - announcing a sale of 3,500 shares he owned. Moreover, this same man had told Mr. Ader that he intended to sell 200,000 additional shares on the open market, despite the buyout proposition.) A day later, the company then released a press release via an 8K filing (PR) saying the following:

"Great Wolf Resorts, Inc. (NASDAQ: WOLF), America’s leading family of indoor waterpark resorts, today said that the company has no plans to sell the company or engage an investment banking firm to explore the possible sale of the company. Yesterday, the company received a letter from Hayground Cove Asset Management LLC, a shareholder, in which Hayground encouraged the company’s Board of Directors to engage an investment banker to explore a sale of Great Wolf Resorts."

If the board wasn't interested in a sale of the company, why did they contact Mr. Ader? Apparently, the board of directors "routinely discusses prospects for Great Wolf Resorts", which included a possible sale of the company. That's fine, but just how serious is Hayground in seeking a sale of the company? Well, they had this to say in the 13D filing:

"By letter  dated  August 14, 2006 to the Board,  Mr. Ader  reiterated the highlights of his August 9 discussion with Mr. Neviaser and articulated his view that at this time shareholder value would be maximized by a sale of the Issuer. He encouraged the Board to take immediate steps to unlock long-term  shareholder value by retaining an investment banking firm to explore the sale of the Issuer. Mr. Ader noted that the Issuer's two  significant earnings  shortfalls in 2005 caused serious damage to  management's  credibility  and the Issuer's  overall reputation  with  investors, resulting  in  the  Common  Stock trading  at  a significant  discount to underlying  asset value.  Mr. Ader requested a meeting with the Board to discuss the Reporting  Person's views  regarding  valuation of the  Issuer." (A copy of the letter can be found attached to the filing link above)

With less than 9% of the float, Mr. Ader might have some difficulty starting any kind of proxy battle; however, if he did manage to get ahold of more shares he might be able to convince enough investors to force a sale, especially given the company's poor performance in recent quarters. This stock is definitely a good one to keep on the radar as this story unfolds.

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