# Tuesday, September 05, 2006
Nabi Biopharmaceuticals (NDAQ:NABI) revealed in an amended 13D filing with the SEC today that activist hedge fund Third Point had contacted the company to make several demands. According to the filing, these demands included:
"(1) to investigate and, we believe, confirm that the members of the board of directors of the Company have engaged in gross mismanagement in managing the affairs of the Company, (2) to investigate and, we believe, confirm that such members breached, and are continuing to breach, their fiduciary duties to the Company and its stockholders, (3) to determine whether to conduct a proxy contest to replace the members of the board of directors and (4) to determine whether to commence litigation against such members for breaches of fiduciary duty, among other wrongs. These purposes are reasonably related to the Stockholders' interests as stockholders of the Company."
 These demands stem from years of mismanagement that led to the company's 50% haircut late last year and the continued dismal performance of NABI stock to date. The letter to management (attached to the filing) provides further reasoning behind the demands:
"The Stockholders believe that the board of directors of the Company has grossly mismanaged the affairs of the Company and has engaged, and is engaging, in breaches of fiduciary duty contrary to the interests of stockholders ... the Stockholders believe that the granting of stock options to certain members of management in February 2006 was deliberately and wrongfully timed to maximize the economic benefit to the option grantees and was contrary to the interests of stockholders. In addition, Stockholders believe that the directors have ignored, and are continuing to ignore, the will of the majority of the Company's stockholders, and are embarked on a scheme to entrench themselves in office for as long as possible and to maximize the personal financial benefits to themselves during their remaining tenure at the expense of the Company and its stockholders. The Company's board of directors has paid mere lip service to the interests and wishes of its stockholders, and has refused to engage in substantive dialogue concerning the gross mismanagement over which they have presided."
This is certainly an interesting development as investors are increasingly frustrated with the poor performance of the company. If Third Point can successfully obtain the information they desire it could lead to durastic measures, which could include a proxy battle and/or litigation against the company's management among other things. Either way, this is a great stock to keep on the radar as the situation develops.

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Tuesday, September 05, 2006 10:08:04 PM UTC  #     |  Trackback
Parlux Fragrances Inc. (NDAQ:PARL) announced in a press release today that it had received a letter from Glenn Nussdorf stating that he had acquired 5% of the company's shares on the open market and seeking authorization to purchase additional shares that may exceed 15% of the company. This transaction is interesting because Mr. Nussdorf owns a majority interest in E Com Ventures, Inc. (NDAQ:ECMV), which is a major Parlux customer. Now, Mr. Nussdorf could have continued to acquire shares without seeking authorization, but this would have prohibited him (or his associates) from doing business with Parlux. By asking the Board to grant him Interested Stockholder Approval as defined in Section 203 of the Delaware General Corporation Law (DGCL) he is opening the door to business transactions, which could include a potential merger or buyout of PARL by E Com Ventures. PARL's Board convened in a special meeting today, which approved the transaction provided that no shares were purchased from Directors. This stock is definitely worth keeping a close eye on as Mr. Nussdorf begins acquiring more shares. Shares are up 12% today on the news.

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Tuesday, September 05, 2006 3:22:24 PM UTC  #     |  Trackback
The Brinks Company (NYSE:BCO) is a security company that has recently found itself in Pirate Capital's crosshairs. In early August, the company acknowledged the receipt of a letter from Pirate requesting that the company put itself up for sale. Mr. Hudson - managing partner of Pirate Capital - contends that a sale of the company would attract "substancial" interest given the Brinks market leadership, and would likely receive offers between $68 and $72 per share. This would represent a 19% to 26% premium over today's price. The Board responded positively on August 9th in an 8K filing with the SEC stating that the Board would take the request into consideration. Pirate has been acquiring the stock since its February 13D filing with the SEC. Interestingly, another activist hedge fund also holds an ownership stake in the company - Steel Partners. These funds hold a combined 15% of the company and are not adverse to forcing changes in large companies.

Brinks is definitely a stock worth keeping an eye on. With such large activist holdings and an asset valuation of around $68 per share, this company is fundamentally undervalued and it has a catalyst the help unlock this value in the short-term.

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Tuesday, September 05, 2006 1:44:02 PM UTC  #     |  Trackback