China Direct Inc. (AMEX: CDS) is a management and consulting company that both provides consulting services to public Chinese companies as well as acquires controlling stakes in Chinese firms with the intent of using the position to better direct and manage the business.

Though China Direct focuses specifically on mid-size Chinese companies, it still represents a play on the Chinese economy as a whole - which is almost universally seen as a very attractive investment.

Though China's GDP has been notoriously difficult to pin down precisely due to government manipulation of the numbers and other statistical factors, it is generally accepted that China has been growing at an astonishing annual rate of approximately 9% since the late 1970's, with GDP growth in the last three years averaging an even higher 10%.

China Direct is particularly poised for growth as it was just listed on the American Stock Exchange on September 24th. This was an important symbolic step representing the company's permanence and market cap, now exceeding $130 million - but it also plays a practical role in the company's future.

New merger and acquisition regulations in China would have prohibited China Direct from using its OTC shares for purchasing stakes in Chinese companies; however, China Direct can now use equity for future investments due to its listing on AMEX.

The listing of China Direct on AMEX combined with the recent performance of Jinwei, a subsidiary of China Direct that produces magnesium, has sent China Direct's stock price up almost 50% this week.

Twin Disc (NDAQ:TWIN) executives and board members may have to fight for their jobs after a large investor again criticized the power company's misleading statements and urged it to pursue a sale, according to a Schedule 13D/A filing with the SEC.

Clarus Capital, which owns 5.1 percent of the company, issued a letter to Twin Disc's board of directors criticizing the company's own initiatives to unlock value and pushing for it to hire an investment banker to explore a possible sale. In particular, the hedge fund is concerned with the fact that the company refuses to improve its balance sheet or privatize to reduce costs while board members and executives continue to sell shares.

"We are asking the Board to seek the advice of an investment bank regarding how to maximize shareholder value because of the continuing undervaluation of Twin's stock and because we believe there are parties who are interested in acquiring Twin at a significant premium to its current stock price," said fund manager Ephraim Fields in a letter to the board.

Some shareholders are questioning whether the company is really trying to maximize value. They suspect that the chief executive, who has already amassed significant personal wealth, may be more interested in keeping Twin as a family run business so that his son, who is currently an employee of the company and a board member, can one day run the company. Moreover, they question why the company remains public despite the lack of equity need and significant costs. Where do executive and board loyalties lie?

"With some of these Board directors continuing to reduce their already limited ownership of Twin stock, one might wonder whether these directors are truly motivated to make decisions that are in the best interests of all shareholders," said Fields. "As our 13D clearly indicated, over the past three months (which covers the period during which Twin has initiated its buybacks) Clarus has been buying, not selling, shares of Twin."

In the end, this appears to be another case of a family-run company that can't seem to accept the fact that they are legally bound to be accountable to shareholders. If Clarus Capital can successfully institute change and force a sale, significant value could be unlocked for shareholders. This makes TWIN a stock worth watching!

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Affinion Group Holdings (NYSE:AFI) revealed its intentions to go public next month in an amended S-1 filing with the SEC today. The marketing firm, owned by Apollo Management, is expected to raise $520 million at the $16 midpoint of its expected price range and would reward the private equity firm with a handsome 336% realized gain on its investment.

What does the company do? According to the prospectus, "We are a leading global provider of comprehensive marketing services and loyalty programs to many of the largest and most respected companies in the world. We partner with these leading companies to develop customized marketing programs that provide valuable products and services to their end customers using our creative design and product development capabilities."

The IPO is expected to price on October 9th and begin trading on the next day on the NYSE with the symbol AFI. The IPO will place its market cap at around $1.5 billion with 92.2 million shares outstanding. The company also plans to pay a dividend of 64 cents per share for 12 months following the IPO.

In the end, this IPO may be one worth watching given the success that many have seen in the sector and given the fact that it is backed by a successful private equity firm that has helped build it into a formidable company during the past two years. The IPO also underscores the continued success experienced by private equity groups incubating private companies.

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EchoStar Communications (NDAQ:DISH) shares jumped $2.77, or 6.7%, to $44.09 in afternoon trading after the television provider announced that it would be acquiring Sling Media and may spinoff its technology and infrastructure assets, according to a press release.

EchoStar issued a statement Monday night indicating that it had agreed to purchase Sling Media - which it already owns a stake in - for $380 million in cash and stock options. This will enable the company to offer the Slingbox system to its consumers, which enables users to watch and control home TV with a portable device such as a PDA or laptop.

The company also indicated that it is considering spinning off its technology and infrastructure assets. The spin-off assets would include, among other things, EchoStar's award-winning set top box design and manufacturing business, its international operations, and assets used to provide fixed satellite services to third parties, together with satellites, uplink centers and spectrum licenses not considered core to DISH Network's subscriber business.

"We believe separation of our consumer-based and wholesale businesses could unlock additional value. Each company would be able to separately pursue the strategies that best suit its respective long-term interests. The spin-off transaction would also allow employee incentives to be tied to their respective company's performance, and improve opportunities to effectively develop and finance expansion plans," said Charlie Ergen, Chairman and Chief Executive Officer of EchoStar.

Investors should carefully watch for a 10-12B filing with the SEC that would detail any potential spinoff as it often represents a great opportunity to profit. Meanwhile, the acquisition of Sling Media should provide the company with an innovative new product that can help it differentiate itself in an increasingly competitive market. Combined, these events are great news for shareholders and investors.

In the end, this is great news for shareholders who have been waiting for an event to unlock value in shares that have dropped over 10 percent from their 2007 highs. Combined, these factors make DISH a stock worth watching!

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Rural Metro Corporation (NDAQ:RURL) executives and board members may finally face their day of reckoning after a large shareholder expressed dissatisfaction with the medical transportation company's late SEC filings, inadequate investor relations and the unreasonable delay of the annual meeting, according to a Schedule 13D filing with the SEC.

Stadium Capital, which owns 11.4 percent of the company, changed their filing status from passive to active yesterday and urged members of the board to restore shareholder confidence by addressing its concerns, replacing management or pursuing a sale of the company.

"Our primary research continues to suggest that RURL has strong relationships in the communities in which it operates and highly regarded field personnel," said the hedge fund in its letter to the board. "We believe that there is value well in excess of the current share price, but repeated financial reporting, operational and communication blunders have both masked and potentially eroded this value."

The hedge funds primary concerns are with the confusion and frustration caused by RURL's repeated delays and restatements (see 10-KNT filing) along with weak financial performance arising from mismanagement of uncompensated care. The company also shocked shareholders when it announced in a Schedule 14A filing that it would delay its 2007 annual meeting until February 2008!

Stadium Capital wants to address these issues sooner, "We see no reason to wait until February 28, 2008 to have the 2007 Annual Meeting of Stockholders. You and we know that there are significant issues that need to be discussed and we would prefer to get that done as soon as possible."

In the end, there are clearly problems with RURL that need to be addressed and it will be interesting to see how the company responds to these requests. Stadium's large stake in the company should at least warrant a response, which makes RURL a stock worth watching!

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Elixir Pharmaceuticals Inc. announced its intentions to raise $86.3 million in an initial public offering, according to a S-1 filing with the SEC. The company did not indicate a specific IPO date but did note that it would use the proceeds to fund pre-commercial activities for its lead drug candidates Glinsuna and Metgluna which are set to seek approval in 2009.

""We are a pharmaceutical company focused on the discovery, development and commercialization of novel pharmaceuticals for the treatment of metabolic diseases such as diabetes and obesity," said the Elixir Pharmaceuticals in its filing with the SEC. "We mine the pathways involved in the regulation of aging discovered by our founders to identify novel mechanisms leading to the development of compounds to treat a range of metabolic diseases and disorders."

Elixir Pharmaceuticals recently reported closing a $28 million Series D round of venture capital earlier this month, with $10 million coming from Novartis AG. The company also raised $100 million in the past from backers like MPM Capital and Arch Partners. There is clearly a lot of interest in the company's drugs and many are hoping that Wall Street will share the same enthusiasm despite IPO'ing before a drug launch.

"Our product pipeline includes a number of programs which we believe will have significant advantages over existing products and will address unmet medical needs of the large metabolic disease markets," added the company in its statement with the SEC. "These include our phase III programs, Glinsuna (mitiglinide) and Metgluna (mitiglinide plus metformin) for the treatment of type 2 diabetes, and our novel ghrelin antagonist which represents a potential next-generation treatment for a range of metabolic diseases."

In the end, there is a tough IPO market at the moment that may cause some troubles, especially given the fact that the company has yet to produce a drug that it can sell in the United States. However, the drugs in its pipeline are in Phase III and are very promising. This makes Elixir a stock worth watching!

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The Brink's Company (NYSE:BCO) took its first major step towards unlocking shareholder value recently after receiving a lot of pressure from Thomas Hudson's Pirate Capital. The security company agreed to insitute a $100 million share repurchase to please the activist shareholder, according to an 8-K filing with the SEC.

"The share repurchase authorization reflects our strong cash flow, our confidence in the company's performance outlook, and demonstrates our ongoing commitment to increasing value for all of our shareholders," said chief executive Michael Dan. "Our strong balance sheet enables us to consider share repurchases that create value for our shareholders even as we build additional value by investing in the continued growth of our two world-class security businesses and the expansion of the powerful Brink's brand into new security- related markets."

The planned buyback would authorize the repurchase of approximately $100 million worth of shares and follows the company's 2006 repurchase of 21 percent of its outstanding shares for $630 million. The move may not be enough for Pirate Capital, however, who recently demanded in a Schedule 13D/A filing that the company explore a split-up to unlock value.

Pirate Capital announced awhile back that it conducted its own survey of shareholders, through D.F. King, to gauge interest in a potential breakup of the company that found 49.4 percent of shaers indicated they were in favor of a tax-free spin-off. Meanwhile, 66.95 percent indicated that they were in favor of the examination of the move. Clearly, shareholders are interested in something more than a continued share buyback. And this makes BCO a stock worth watching!

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A large shareholder that has been eyeing Captaris, Inc. (NDAQ:CAPA) since late August is one step closer to making its move, according to an 8-K filing with the SEC. Vector Capital Corporation entered into a confidentiality and non-disclosure agreement last week to review a possible purchase of the software company, which has many shareholders excited.

Vector Capital Corporation (VCC), which owns a 9.9 percent stake in the company, urged the company to consider maximizing shareholder value through a possible merger, sale of the company's assets consolidation, business combination or a recapitalization or refinancing in a Schedule 13D filing with the SEC in late August. The hedge fund believes that such a transaction could be executed at a "significant premium" to $4 per share.

Now, Vector Capital has successfully entered into a confidentiality and non-disclosure agreement with Captaris presumably to obtain more information before submitting an offer to purchase the company, according to an 8K filing with the SEC. Shareholders are hoping that this bid will materialize and unlock value in a stock that has remained stagnant for some time now.

Have shares gone too high since this announcement? After all, shares are up over 25 percent since early August when all of this began. Well, if we move back to early 2007 it becomes clear that the stock dropped over thirty percent. This means that many shareholders are likely sitting on substantial losses, which makes it difficult for some buyers to come in and offer an extremely cheap price. Therefore, many are expecting a possible buyout offer to come in above $6/share in order to attract any real interest from shaerholders.

In the end, CAPA is definitely a stock worth watching because it remains undervalued with a catalyst in place to unlock that value. If an acquisition is made, shareholders stand to make a significant sum of money in the short-term. However, if management holds onto the company and makes an effort to unlock value on its own through recapitalizations or refinancings, then shareholders could see some long-term value being unlocked.

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Nautilus Inc. (NYSE:NLS) executives and board members may have to fight for their jobs after a large investor demanded that the sporting goods company hold a special shareholder meeting to consider a variety of proposals, according to a Schedule 13D/A filing with the SEC.

Sherborne Investors, which owns 23.5 percent of Nautilus, sent the company a letter last week indicating that it wants to hold a special shareholders meeting to remove the existing directors other than the Interim Chief Executive Officer, the Lead Independent Director, and the Chairman of the Audit Committee. Unfortunately, Nautilus responded by saying it would not be able to make a decision this week and gave no indication of when a decision would be made.

"The time required to complete a shareholder vote is, regrettably, quite lengthy and if such a vote were required, it would not be in anyone’s interest to delay it beyond year end," said fund manager Edward Bramson. "To stay on this timetable essentially requires that a meeting of shareholders be initiated now."

Why is the hedge fund so concerned? Well, Nautilus shares are off over 50 percent so far this year amid falling profits and margins. Meanwhile, the company's CEO stepped down in mid-August leaving the company in a very vulnerable position during a time that it is making some key changes.

"There are a number of uncertainties and major decisions facing Nautilus at the moment, including the debt position, the Land America transaction, and the appointment of a permanent chief executive with the appropriate qualifications and strategic outlook," said Bramson in a letter to the company. "I am sure you would agree that prolonged uncertainty is not good for the company or any of its stakeholders."

In the end, this company clearly has some issues that it needs to address very soon in order to preserve shareholder value. Many shareholders are hoping that Sherborne Investors will be able to step in and make some key changes to unlock value. Combined, these factors make NLS a stock worth watching!

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Billionaire activist Carl Icahn raised his stake in software maker BEA Systems (NYSE:BEAS) to nearly 10 percent, according to a Schedule 13D/A filing with the SEC. The activist investor first disclosed an 8.5 percent stake last week in a Schedule 13D filing in which he said shares were undervalued and that he planed to meet with management to discuss a possible sale of the company.

BEAS Systems has been a rumored takeover target for a great time and the company has repeatedly insisted that it is not for sale. Consequently, many analysts are skeptical as to whether Icahn will be able to force a sale of the company unless he takes a larger stake and installs his own directors to the company's board.

BEA Systems is provider of enterprise application and service infrastructure software. BEA has three primary families of products. The Tuxedo product family provides multi-language enterprise platform. The BEA WebLogic product family provides Java developers application infrastructure software for building Web applications, Web services, business processes and portals, and application integration.

In the end, there are several potential suitors for a company with products like these; however, the company has insisted that it wasn't for sale. It will be interesting to see whether or not Icahn will be able to force a sale and unlock value. This makes BEAS a stock worth watching!

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