# Tuesday, July 24, 2007
NTN Buzztime (AMEX:NTN) shares moved up $0.08, or 9.28%, to $0.94 today after Trinad Capital disclosed a 6.6% stake and expressed its concern about the company's future. The activist hedge fund demanded that the chairman of the board be removed, new members be installed and strategic alternatives be explored. Shareholders clearly applauded this move with the stock rising nearly ten percent.

NTN Buzztime provides both entertainment and hospitality services to bars and restaurants. The company's main products include the interactive video games that allow competition between bars and restaurants throughout the United States. Buzztime also develops guest and server paging systems to enhance customer service at bars and restaurants. The company's stock has declined over 30 percent so far this year amid weaker than expected earnings and profitability forecasts.

Trinad is extremely concerned about several recent changes that the board made to the company's bylaws that appear to entrench current management and board members while impairing shareholder value. Among other things, the bylaws now prohibit shareholders from calling a special meeting and imposed advance notice requirements for shareholders wishing to nominate new members to the board! Obviously, these provisions would need to be removed in order to open the doors to any potential strategic transaction to unlock shareholder value.

Fundamentally, the company has been struggling with worsening margins yet has managed to increase its cash substantially. This leaves the door open to an internal move like a share buyback or special dividend or external acquisition where the buyer could utilize the cash to collateralize a loan in a leveraged buyout. Clearly, the company is concerned about this cash as it could be the reason for the new borderline poison pill requirements imposed on shareholders wishing to take action. Regardless, this is certainly a great company to watch!

Related Companies
Electronic Arts (ERTS)
Gaylord Entertainment Company (GET)
The Walt Disney Company (DIS)
Tuesday, July 24, 2007 6:35:59 PM UTC  #     |  Trackback
Lancaster Colony's (NYSE:LANC) largest shareholder, Barington Capital, stepped up pressure on the company yesterday, demanding that they turn over their books and records for analysis. The move comes amid depressed earnings and increasingly poor corporate governance practices that has many guessing. Shareholders are hoping that these efforts could push the board to take action.

Lancaster Colony is a diversified manufacturer and marketer of consumer products, including specialty foods for the retail and foodservice markets, glassware and candles for the retail, floral, industrial and foodservices markets, and automotive accessories for original equipment manufacturers and aftermarket - although the company recently sold the assets of this last division. Financially, the company has been struggling with profitability. Despite decent revenue growth last quarter, their earnings fell on lower margins.

Barington had contacted the company in the past expressing disappointment with these profitability and share price performance concerns. Moreover, the activist hedge fund complained that the company is controlled too heavily by its founding Gerlach family after several anti-takeover defenses were installed to protect incumbent management and board members.

In the end, shareholders are hoping that Barington can help transform the company from a family-controlled operation to one that is more accountable to shareholders. Barington has a long successful track record in this arena, but it may take some time for them to break through several poison pills and a suborn family that owns the majority of the company's stock. Regardless, this is definitely a stock to watch!

Related Companies
Libbey Inc. (LBY)
Campbell Soup Company (CPB)
B&G Foods Inc. (BGS)

Tuesday, July 24, 2007 3:38:16 PM UTC  #     |  Trackback
# Monday, July 23, 2007
Transocean (NYSE:RIG) shares moved up $6.45, or 5.87%, to $116.42 today after the company announced the acquisition of GlobalSantaFe for nearly $18 billion. The combined company will have a global fleet of 146 rigs worth an estimated $53 billion. Shareholders in both companies applauded the deal that will greatly expand their offshore drilling services.

Transocean stands to gain substantially from the transaction in terms of both increased scale and cost savings. The company expects to realize cost savings of $100 to $150 million a year by 2010 - that's a million dollars per rig per year! The additional rigs should also help the company with its extensive backlog while a proposed recapitalization will fund a buyback and other measures to increase shareholder value.

Interestingly, the deal took place at no premium and resulted in the stocks of both companies rising - a rare occurrence in M&A deals. This happened because the deal was structured to give shareholders in both companies a total of $15 billion in cash dividends collateralized by a combined $33 billion in backlogs. Essentially, the company underwent a leveraged recapitalization that enabled it to buy GlobalSantaFe at a substantial discount while also improving the company's capital structure.

Overall, this deal is exactly what shareholders were hoping for - a cheap acquisition with a way for them to cash in on Transocean's massive backlog. The transaction should also help improve the company's financial position and improve their future outlook. This makes RIG a stock worth watching!

Related Companies
Noble Corporation (NE)
Diamond Offshore Drilling (DO)
Hercules Offshore (HERO)

Monday, July 23, 2007 4:32:56 PM UTC  #     |  Trackback