# Thursday, January 04, 2007
InFocus Corporation (NDAQ:INFS) may find itself under increased pressure during the next few months as Caxton Associates disclosed a 11.2% stake in the company in a Schedule 13D/A filing with the SEC; this is up from the 9.9% stake that it first disclosed in October of 2006. While the activist hedge fund offered no additional insight in this filing, they did provide a detailed overview of their plans in their initial Schedule 13D filing in October in which they said:
"The Reporting Persons believe that the intrinsic value of the Company, and the amount a strategic or financial buyer would pay to acquire the Company, is significantly greater than the current market value of the Common Stock.  The Reporting Persons believe that this gap in value has resulted from the implementation by the Company's Board of Directors (the "Board") of a flawed business plan that has been detrimental to shareholder value. The Reporting Persons accordingly believe that the following steps should be taken promptly in order to preserve and maximize shareholder value:

1. The Reporting Persons believe that the Company's poor performance is the result of mistakes made by management and the Board's failure to grasp the strategic realities of the environment in which the Company operates.  At this time, we believe that the Company's operating management is capable of effectively executing the Board's strategic vision should it be given adequate guidance and oversight.  We do not, however, believe that the Board, as currently constituted, is providing the necessary strategic thinking.  Therefore, we believe that, unless significant changes are made promptly, changes in the Board are in the best interests of all shareholders.

2. The Board should include individuals with strong ties to large shareholders, as well as industry, legal and/or financial markets expertise, which have a firm grasp of the realities of the markets in which the Company operates.  Unless significant changes are made, the Board should be restructured to consist of Mr. Ranson, at least two individuals drawn from among the Company's largest shareholders, and other independent directors with relevant industry backgrounds.

3. As part of the Company's announced exploration of strategic alternatives, the Board should develop an operating strategy that not only protects and enhances the hard asset value of the Company, but also will allow the Company to be cash flow positive under any foreseeable circumstances.  The Board should immediately work with management to develop a business plan that, among other things, permits revenue growth only at a reasonable cost, fixes or exits money-losing operations, and leverages the Company's valuable brand name franchise and considerable intellectual property assets.  This new business plan should be assessed against other available alternatives, including the possibilities of a sale or restructuring of the Company.

The Reporting Persons continue to examine all of their options with respect to the possibility of taking actions that they believe will enhance shareholder value, including the option of actively seeking to replace members of the Board."
This increased stake illustrates Caxton's continued committment to enhance shareholder value. And with an 11% stake in the company, they are in a better position to force management to make changes - even if it comes down to a proxy battle. Currently, the stock is off of its $3.00 October highs sitting at right around $2.70 per share. While much uncertainty remains, Caxton's actions may foreshadow further pressure being put on the company in the future. This makes INFS a stock worth watching over the next few months.

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Thursday, January 04, 2007 10:16:45 PM UTC  #     |  Trackback
BEA Systems, Inc. (NDAQ:BEAS) moved higher today on renewed speculation that the company could be a takeover target. Suntrust analysts said today that Hewlet-Packard Co. (NYSE:HPQ) could buy the company. Despite the fact that the stock has a PEG of 1.65 (above the industry average 1.39) and trades well above enterprise value, buyout rumors continue to surround the enterprise software provider.

Past speculation has centered around a deal with Oracle Corporation (NDAQ:ORCL), which is perhaps one of the most logical suitors. BEA's market cap of just over $5 billion represents only 5.4% of Oracle's market cap, while the acquisition would add new product lines and synergistic customers to Oracle's existing infrastructure. Moreover, we already know that Oracle is not adverse to buying companies, after their laundry list of recent acquisitions.  Either way, BEA is definitely a stock to keep an eye on as the possibility of a buyout remains.

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Thursday, January 04, 2007 7:43:44 PM UTC  #     |  Trackback
The Brinks Company (NYSE:BCO) may see some changes made to its board and company direction in the near future after Pirate Capital LLC sent yet another letter, in a Schedule 13D/A filing, to the company expressing its interest in obtaining two seats on the company's board. The activist hedge fund also reiterated the their requests that the company retain an investment bank to examine strategic alternatives, and questioned the company's stated plans to pursue acquisitions.

Pirate Capital also threatened a proxy contest if the board did not act on its requests immediately, saying in their letter that "unless the board acts with a renewed sense of duty, we will not be able to avoid an expensive and lengthy proxy contest." The 8.5% holder then validated their threat by filing a Schedule 14A proxy statement, nominating two of its own candidates to the company's board of directors in the next annual shareholders meeting. Currently, Brink's board consists of eleven members with four of them up for re-election at the next annual meeting. Pirate Capital is targeting two of these four seats, which are held by directors who will not be seeking re-election at the next annual meeting.

Finally, Pirate Capital commended MMI Investments detailed analysis of possible strategic alternatives for the company, which included an LBO, sale to a strategic suitor, tax-free split-up of the company, leveraged recapitalization, or another significant stock repurchase. MMI also noted that their analysis put the intrinsic value of Brinks at around $70 per share or higher. Combined, these two dissident shareholders account for nearly 20% of the company's outstanding shares - giving them significant leverage in any proxy contest. Consequently, Brinks will probably be forced to give up two board seats to Pirate, which would likely result in at least some measures to increase shareholder value.

Pirate Capital's letter says it best: "We do not understand how the Board remains so determined to pursue an acquisition when two of Brink's largest shareholders have independently questioned that course and requested the retention of an investment bank to explore alternatives. The Board's concern should be the interests of its shareholders ... We would welcome an invitation by the Board to meet our two nominees, and we hope that a proxy contest can be avoided so that the Board can remain focused on what is most important; finally putting to rest the enduring undervaluation of BCO shares." Clearly there is a disconnect here between management interests and shareholder interests. And with a combined ~20% stake in the company, these two activist hedge funds have a good chance at enforcing changes to unlock shareholder value and help BCO back up into the $70 range. This makes Brinks a stock worth watching over the next few months.

Read Pirate Capital's Letter to The Brinks Company

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Thursday, January 04, 2007 4:33:32 PM UTC  #     |  Trackback