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ModusLink Global Solutions, Inc. Message Board

  • spook2b spook2b Mar 20, 2012 12:20 AM Flag

    new H&H filing today - MLNK responds to request to buy 19.9% of shares


    >>>This statement reports an aggregate of 6,551,185 Shares, constituting approximately 14.9% of the Shares outstanding.<<<

    >>>On March 19, 2012, HNH received a response from the Issuer (the “Issuer Letter”) to HNH’s March 7, 2012 letter requesting an exemption under the Issuer’s Tax Benefits Preservation Plan (the “Plan”), as well as a limited waiver under Section 203 of the Delaware General Corporation Law (“DGCL 203”), to enable the Reporting Persons to purchase, through open market transactions, up to such number of additional Shares (without triggering an “ownership change” under Section 382 of the Internal Revenue Code) that would result in the Reporting Persons collectively owning approximately 19.9% of the outstanding Shares. The Issuer Letter denied the Reporting Persons’ request for a limited waiver under DGCL 203 purportedly due to Issuer’s reluctance to grant such a waiver to a “related group of stockholders” during “the pendency of the [Issuer’s] strategic alternatives review process”, and expressed the Issuer’s view that its determination with respect to the DGCL 203 limited waiver rendered moot the Reporting Persons’ exemption request with respect to the Plan.

    On March 19, 2012, HNH delivered a letter to the Issuer in response to the Issuer Letter. In its letter, HNH stated that it believes the Board of Directors of the Issuer (the “Board”) is failing to act in the best interests of all stockholders by peremptorily denying the Reporting Persons’ request for a limited waiver under DGCL 203 based on an apparently illusory strategic alternatives review process that has shown no visible progress to date, as well as the false pretense that the Reporting Persons are a “related group of stockholders” to the Issuer.

    In addition, HNH’s letter dismissed the Board’s unfounded presumption that a denial of the request for a limited waiver under DGCL 203 rendered moot the Reporting Persons’ request for an exemption pursuant to Section 28 of the Plan. Accordingly, the Reporting Persons reiterated their request for an exemption under the Plan to acquire to approximately 19.9% of the outstanding Shares.

    So, H&H is at the 14.9% limit, AND MLNK has denied H&H's request to purchase up to 19.9%. H&H has reiterated the request.

    Stay tuned.

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    • Now we see the results of the BoD elections and the horse trading that went on.......

      • 1 Reply to silverfox120
      • Following are exchange of emails with MLNK and SEC:

        The members might not be technically directly affiliated with HNH and LCV (search for steel partners HNH and LCV in association with MLNK) but you can do a little search and you will find strong association. It is strange how their buying of shares is timed and happening at the same time when they have associations with board members and MLNK is in the middle of strategic review and board members are privy to important information. MLNK should not grant exemptions at this time.

        To: xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx
        Subject: RE: SEC Response - File HO::~00121774~::HO [ ref:00D3JxQy.5003Dj4cU:ref ]
        Date: Fri, 16 Mar 2012 21:47:50 +0000

        Dear Mr. xxxxxxxxxxxx

        Thank you for your note to us on March 15, 2012.

        ModusLink does not have a board member affiliated with Handy & Harman. Although one of ModusLink’s board members was nominated by LCV in 2010, he is not an employee of that firm and there are public disclosure controls in place as part of the Company’s practices.

        ModusLink places a high level of importance on fair disclosure and is not in the practice of selectively disclosing any material information as you implied in your previous notes to us.

        Thank you.


        Bob Joyce

        From: xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx
        Sent: Thursday, March 15, 2012 5:11 PM
        To: Joyce, Bob;xxxxxxxxxxxxxxxxxxxxxxxx
        Subject: RE: SEC Response - File HO::~00121774~::HO [ ref:00D3JxQy.5003Dj4cU:ref ]

        It seems that HNH and LCV are requiring exemtion to acquire more shares. Since both of them have a member on the BOD are they prevy to insider information that other share holders need to know?
        Have MLNK given information to those large shareholders? If so, please provide me with the same info

    • Question: Why can't H&H buy up shares on the open market and help shareholders by increasing the price with their purchasing?

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