Shamrock Activist Value Fund, owner of 6.4% of Reddy Ice Holdings, Inc. (NYSE: FRZ), has released an open letter to shareholders arguing against a proposed buyout at $31.25 a share by GSO Capital Partners.

Reddy Ice is a manufacturer and distributor of packaged ice products in the U.S., most prominently bagged ice found in supermarkets and convenience stores.

The letter highlights what Shamrock claims are numerous "deficiencies" in the sale, most prominently a conflict of interest with company management:

"Shareholders should look closely at the motivations of management in pursuing this transaction. As recently disclosed by the Company, members of senior management may acquire an equity interest in the Company following the acquisition. Why would management seek to purchase an equity interest in the Company post-acquisition if, as disclosed by the Company, management and the Board of Directors, truly believes “that the $31.25 per share merger consideration would result in greater value to our shareholders than pursuing our current business plan?” If that statement is more than just hollow rhetoric, then it is hard for us to understand why management would invest in the transaction at $31.25."

Instead, Shamrock proposes a buyback of 15% of outstanding shares by the company at $33 a share, satisfying those that want to liquidate their position as well as shareholders who "believe in the company's future" and want to retain a stake in it.

The letter reminds shareholders that Reddy Ice has yet to realize the benefits of more than 20 acquisitions it has made in the last two years. Also, company management recently stated that "unusual" weather has negatively impacted recent financial results. In other words, the company is poised for growth and and better returns, making this the worst time to sell and the best time to buy - which is exactly why management is attempting to convince shareholders to sell so they can share in the upside of a purchase.

Finally, Shamrock says its own discounted cash flow analysis of the company values it at $42 to $44 a share, significantly more than the $29.60 it is currently trading for and the $31.25 GSO is offering. And this definitely makes FRZ a stock worth watching!

Borse Dubai, which was formed by the emirate's government and controls the Dubai Financial Market and Dubai International Financial Market Exchange, plans to buy at least 25% of Sweden's OMX AB, which operates European exchanges in cities such as Helsinki and Stockholm.

Nasdaq Stock Market, Inc. (NASDAQ: NDAQ), the operator of the NASDAQ Stock Exchange, was in the process of a takeover of OMX valued at $3.7 billion; however, Borse Dubai has already purchased almost 5% of OMX for 230 kronor per share, an 11% premium over the 208.1 kronor per share Nasdaq agreed to pay for the exchange operator. Also, Borse Dubai has entered into an option agreement to acquire another 22.5% of OMX at 230 kronor per share.

Nasdaq has asked OMX shareholders to ignore the Borse Dubai bid, but Nasdaq shares are actually up almost 5% on news as it is seen as creating the possibility of a larger deal between the three companies.

Any deal with Borse Dubai would but Nasdaq in a better position to compete with its biggest rival, the New York Stock Exchange, which has already inked a deal combining it with the large European exchange Euronext to form NYSE Euronext (NYSE: NYX).

Nasdaq recently failed in a takeover attempt of the London Stock Exchange that would have kept it competitive with NYSE in the European exchange market. Its $5.3 billion bid fell apart in the face of LSE management resistance. Many analysts feel that without a better foothold in Europe, any new attempt to by Nasdaq to purchase the LSE is also doomed to fail.

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Blockbuster Inc. (NYSE: BBI) announced today that it purchased movie download service Movielink, though terms of the deal were not disclosed.

Movielink was launched in 2002 by a collaboration between Metro-Goldwyn-Meyers Studios, Paramount Pictures, Sony Entertainment Pictures, Warner Bros., and Universal Studios. This stable of major film studio backers allow Movielink to offer some 3,300 movie titles available for legal download.

The deal can largely be seen as a response to Netflix Inc. (NASDAQ: NFLX) offering subscribers the ability stream movie titles from its website.

In an interview James Keyes, Blockbuster's CEO, said "We're taking a fresh look at the future of Blockbuster. The popularity of [online rentals] convinced us that customers are ready for more convenient forms of digital delivery that we think Blockbuster can successfully enter."

Blockbuster Total Access, Blockbuster's mail-delivery movie service in the mold of its main competitor Netflix, has less total subscribers than its rival but is growing much faster. In fact, in the second quarter of this year Netflix lost 55,000 subscribers - its first quarterly decline ever - while Blockbuster added 660,000 thanks to aggressive advertising and pricing.

Despite these numbers Netflix is still the clear leader of movies-by-mail with some 6.7 million subscribers to Blockbusters 3.6 million; however, both services see that the future almost certainly lies in digital content delivery.

Sources familiar with Blockbuster's purchase of Movielink say talks began in February for a cash-and-stock deal worth about $50 million, though an insider said yesterday that the deal was for all cash and worth significantly less than that figure.

The aggressive strategy to continue attacking Netflix on every front definitely makes BBI a stock worth watching!

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Brink's Company (NYSE:BCO) board member and activist investor Thomas Hudson of Pirate Capital demanded in a letter that the security services provider consider a tax-free split-up of the company. The news comes after Pirate Capital's long-publicized battle with the company to unlock shareholder value. Many are hoping that the large support for a break-up may finally do just that!

A survey of shareholders, conducted by D.F. King & Co., polled 90.17% of the outstanding Brink's shareholders and found that 49.4% of them wanted the company to pursue a split-up while 66.95% said that they would like the board to review the possibility of a split-up. Hudson was quick to point out that if management did not consider the possibility of a split-up by the next election, shareholders could put them out of a job.

"While a sale of the company, as opposed to a tax-free split-up, could be more lucrative to you under your change of control agreement with Brink's, potentially enriching you with millions of dollars, I believe the survey is conclusive as to the large shareholder preference for a split-up," Hudson said in the letter.

Hudson's Pirate Capital currently holds an 8.6% stake in the company and would stand to gain substantially from any measures intended on unlocking shareholder value. This makes BCO a stock worth watching!

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MercadoLibre Inc.'s upcoming initial public offering has been generating a lot of buzz lately, especially given its largest investor - eBay Inc. (NDAQ:EBAY). The Buenos Aires company owns and operates auction websites in several South American countries, including Argentina, Uruguay, Chile, Brazil, Columbia, Ecuador, Peru, Mexico and Venezuela. It is also launching portals in Costa Rica, the Dominican Republic and Panama.

MercadoLibre is expected to raise $270 million in its initial public offering. The company is expected to sell 2.6 million shares for between $16 and $18 each while stockholders will sell an additional 16 million shares. Interestingly, eBay does not plan to sell any of its 8.1 million share stake during the offering and will control around 19.7% of the company's outstanding shares. Since eBay didn't acquire the company outright, they clearly do not see a huge opportunity in Latin America yet enough to retain their stake and see where things go.

MercadoLibre reported 2006 net income of $1.1 million on revenues of $52.1 million. The first quarter of 2007 proved to be blockbuster for the company when it reported net income of $1 million on revenues of $16.5 million. Whether or not the company succeeds remains to be seen, but this is definitely a stock to watch as the situation unfolds!

MASSBANK Inc. (NDAQ:MASB) shares rose marginally after Lawrence B. Seidman disclosed a 5.83% and made several suggestions to the company aimed at unlocking value for shareholders. The activist investor recommended that the company consider (1) an accelerated share repurchase program, including considering a dutch auction, (2) a new management team capable of making proper loans, and (3) a sale of the company.

MASSBANK is clearly in need of change. A quick look at the balance sheet shows a clear dropoff in earnings. Total assets have gone down to 15 consecutive quarters, from $1 billion in September of 2003 to $817 million in June 2007. Net loans have declined for 7 consecutive quarters from $230 million in September 2005 to $197 million in the most recent quarter. And total deposits have gone down 15 consecutive quarters, from $899 million in September 2003 to $705 million in the most recent quarter.

Perhaps more troubling is the company's sloth-like response to market conditions and weak balance sheet. Amazingly, net loans only account for 24% of total assets. No other exchange-traded thrift has a ratio below 32% and most have somewhere around 71%. Meanwhile, cash and cash equivalents accounts for 27% of assets! This means a cash to loans ratio of 112%! This is beyond conservative and bordering sheet laziness on the part of management.

Seidman also disclosed a rather disturbing conversation that he had with management. The investor contacted Mr. Brandi - the President and CEO - to discuss MASB's strategic plans for transforming the balance sheet, improving earnings, and returning capital to shareholders. Mr. Brandi then insulted Seidman by saying there was no way he'd ever meet the board of directors. After quickly dismissing the request, Mr. Brandi then challenged Seidman to a proxy fight in 2008. The CEO insisted that the activist investor could never win because shareholders love him so much.

In the end, this company has several problems that need to be addressed as soon as possible. The proposals made by Mr. Seidman make sense and should be considered by the board of directors. Combined, these factors make MASB a stock worth watching!

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SunTrust Bank (NYSE:STI) shares moved up marginally after rumors surfaced that the company may become a takeover target for Citigroup (NYSE:C) who may be looking to increase its presence in Florida while increasing its profitability through cost savings. One banker noted that the company was in talks with a large bank while another said he would be surprised if the bank wasn't in talks with two to three other banks.

SunTrust has long been the target of takeover speculation, but never has Citigroup been mentioned as a potential candidate. Instead, many believed that Wells Fargo, JP Morgan, and PNC would be the most likely suitors. Citigroup is different from these players in that its assets are large but it has a relatively small branch presence and profitability. This would suggest that a SunTrust takeover would be make sense for the company to expand its footprint.

SunTrust CEO Jim Wells was quoted as saying that his company was exploring all options to help turn the company around. More, many analysts have suggested that Citigroup's organic growth has been slowing and it may be forced to pursue acquisitions in the U.S. markets. As for a price, many prior reports have thrown around $105 to $115 per share as likely buyout prices. And this makes STI a stock worth watching!

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CBRE Realty Finance (NYSE:CBF) shares dropped $1.21, or 19.48%, to $5.00 after the company announced disappointing second quarter results. The commercial real estate specialty finance company has been suffering amid the mortgage crisis, but appears to be substantially undervalued even given the risks that it faces.

CBRE announced that it was forced to write-down $7.8 million on one of two foreclosed assets but insists that the company is still trading more than 50% below its book value. The company's current assets include $211 million in CDOs, $75.8 million in Joint Venture Equity, $54.6 million in foreclosed assets, $72.9 million in warehouse lines, and $42.4 million in cash. If we subtract out $61.5 million in Trust Preferred Securities, we come up with a total net value of $395.7 million.

Based on the current market price, these assets are being priced a more than $205 million below their estimated book value. Even discounting the foreclosed assets division and some of the potentially-risky CDO's the company would still be undervalued! But in reality, the strong fundamentals in the commercial real estate market have many believing that the company is substantially undervalued. This makes CBF a stock worth watching!

NuCo2 Inc. (NDAQ:NUCO) shares rose $0.40, or 1.59%, to $25.63 after Shamrock Activist Value Fund disclosed a 5.66% stake in the company and recommended that it consider issuing a $7/share special dividend and institute a regular dividend of $0.25/share. The move caused a late-day rally that continued into after-hours pushing the stock price past $25.90.

Shamrock said that it believes the company's capital structure is sub-optimal and could support a substantial increase in long-term debt without compromising the company's ability to execute its business plan. Specifically, after considering a range of alternatives including, but not limited to, a further share repurchase, special dividend, and regular dividend, we recommend that the company utilize the strength of its balance sheet and strong cash flows to pay a dividend of $7.00 per share and institute an ongoing regular annual dividend of $0.25 per share. Achieving a debt financing package at attractive rates and terms should be achievable over the next 60 days."

In the end, the activist hedge fund feels that if the company believes it can achieve its business plan, they believe shareholders would be best off with a recapitalization of the company as proposed. Finally, Shamrock also requested a meeting with the board to discuss this proposal along with other measures that can be taken to unlock shareholder value. Combined, these factors make NUCO a stock worth watching!

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Temple-Inland (NYSE:TIN) shares moved up $0.86, or 1.6%, to $54.76 today after the company announced that it would sell its timberland holdings for $2.4 billion and distribute the money to shareholders via a special dividend. The move comes amid an Icahn-led restructuring of the company that many shareholders are hoping can help it unlock value.

The 1.6 million acres of timberland will be sold to Campbell as part of the company's restructuring move that will also include spin-off of its financial services and real estate operations. The moves should help the highly diversified company with branches in financial services, real estate, corrugated packaging and forest products consolidate its operations and focus on its core competencies.

Famous activist, Carl Icahn, holds a 6.7% stake and has been pushing for a sale of the company since the beginning of this year. Shares in the company are up over 18% since he first indicated he was involved and continued to rise before their recent drop. Since then, some other activist investors have taken stakes in the company as many are banking on a restructuring to unlock value for all involved.

The special dividend from this timberland sale will amount to $10.25 per share while the remaining $700 million from the sale will be used to pay down debt. The move will help Icahn and other large shareholders cash out a portion of their stake while they wait on the company to complete their spin-offs of the other organizations. Combined, these factors make TIN a stock worth watching!

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