KSW Inc. (AMEX:KSW) shares have rose more than six percent since Richard Silberberg's Moab Capital Partners disclosed a 6.2 percent stake in the company calling its shares "significantly undervalued" in a Schedule 13D/A filing late last week. Many shareholders are hoping that this new attention could help the company unlock value.

"[We] purchased the shares in open market transactions because in their opinion, the highly-regarded management team of KSW, Inc. has created a unique value-engineering business proposition which is driving the issuer’s superior growth in backlog, revenue and earnings margins," said Moab Capital Partners in a statement.

KSW furnishes and installs heating, ventilation and air conditioning (HVAC) systems and process piping systems for institutional, industrial, commercial, high-rise residential and public works projects, which is quickly becoming a hot business in places like New York City where the company operates.

KSW also continues to post strong earnings. Early last month, the company reported net income of $0.12 per share compared to $0.10 per share last year. If you take stock compensation and other expenses out of that number, they made $0.14 per share - a 40% year-over-year rise in net income. More, this is one declining revenues as a result of more difficult market conditions that are just now starting to turn around.

Moab Capital Partners said, "[We] believe the shares are significantly undervalued as of August 20, 2007 ... [the company] is well capitalized and poised to expand its business within the New York City metropolitan market and beyond." Combined, these factors make KSW a stock worth watching!

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Ceridian Corporation (NYSE:CEN) recently urged shareholders to approve the company's proposed slate of directors during its next annual meeting but several activist shareholders and dissidents still stand in the way - namely, Bill Ackman's Pershing Square Capital Management.

“Replacing the current board introduces significant and unnecessary risk to completion of our $36 per share cash merger," said Ceridian officials in a statement.  "Reelecting the current board today will provide the greatest assurance that our $36 per share cash merger will be completed."

Bill Ackman has already come out in support of the buyout transaction but believes that having its own candidates on the board would serve as a failsafe for investors incase the current buyout falls through. Institutional Shareholder Services (ISS) - a very prominant shareholder proxy advisory firm - agreed and recommended that investors vote in two of Pershing Square's nominees.

Ceridian countered today, saying, "If Pershing Square truly wanted to support our $36 per share cash merger, it would support the reelection of our board and allow the merger to close, knowing that if the merger did not close, it could immediately renew its election contest."

As for now, it appears as if the merger transaction will go through either way, but shareholders may be safer with Pershing Square's nominees in place. The activist hedge fund has made to claims to replace management, so the actual risk of a deal falling through should be relatively low. Regardless, this is definitely a stituation worth watching!

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Pallinghurst Resources is setting new rules for M&A when it comes to its proposed buyout of Consolidated Minerals Ltd (ASX:CSM). The London-based hedge fund announced a renewed takeover bid for the company at A$4.10 per share and included a provision that said shareholders who tendered their shares would received a payout equal to any higher bids during the next three weeks.

Many analysts and researches are eager to see if this move will convince substantially more shareholders to tender their shares, since the fear of losing out on a higher bid is removed. Meanwhile, the shares tendered by the hedge fund can easily be used in a proxy contest to vote for its own merger or replace board members and recommend its own merger.

"By accepting the Pallinghurst offer, shareholders will receive certain cash of A$4.10, and will still retain full potential upside should a rival offer emerge," said Brian Gilbertson, the head of Pallington.

The bidding that started out at just A$2.28 per share has risen to this level after two other bidders emerged, with the latest one offering A$3.70 for the company. Another bidder is also said to be conducting due diligence right now with a 5.1 percent stake built up in the company. Where this deal goes remains to be seen, but many are watching this new tactic with great interest!

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