Wall Street Journal 4/27/12 Allscripts Healthcare Solutions Inc. (Ticker Symbol MDRX) terminated its chairman, a move that prompted the resignation of three board members in protest and contributed to a 40% plunge in its stock.
The Chicago company, a provider of electronic health-care records, also said its chief financial officer was leaving to pursue another opportunity. The news came as Allscripts reported a 54% drop in first-quarter earnings and lowered its guidance for the year.
Allscripts shares fell 43% to $9.20 in Friday morning trading. The stock was off 23% over the past year through Thursday's close.
Gary German Came into Power and made the statement that
"For a number of months Jaguar's share price has been disconnected from the inherent value of the Company's unique asset portfolio," said Gary German, Chairman of the Board. "The Special Committee has been formed to explore alternatives. Our Board will not support a transaction that does not deliver adequate value to our shareholders."
Stock is down well over 50% after this statement
So, if Gary German steps down with all the BOD that supports his notion of how to best to adequate value to shareholders
That will be a POSITIVE thing for the stock!
Then again, I am biased in the view that German didn't like the prices that were given to him with the proposals and like his statement said he believes Jaguar is worth a lot more!
Now, the stock is under 3 bucks because of poison pill kills any hostile takeover
You've probably never seen a hostile takeover of a company in the situation JAG is in.
Just for everyone's info: "A hostile takeover can be conducted in several ways. A tender offer can be made where the acquiring company makes a public offer at a fixed price above the current market price. Tender offers in the United States are regulated by the Williams Act. An acquiring company can also engage in a proxy fight, whereby it tries to persuade enough shareholders, usually a simple majority, to replace the management with a new one which will approve the takeover. Another method involves quietly purchasing enough stock on the open market, known as a creeping tender offer, to effect a change in management. In all of these ways, management resists the acquisition but it is carried out anyway." - Wikipedia (nice paragraph).
In the case of JAG, the buyer will try to convince the shareholders to side with them to settle at a tendered price above the current price. If they can get a simple majority (usually), then the buyer's people replace the BOD and then that new board agrees to the tendered offer and that's the end.
That may sound good except for the fact the retail dirtbag investors, like you and me, own only a tiny, tiny percent of the shares. So all the buyer has to do is convince a very few groups to complete the majority.
I think we can all agree that we are more than a little suspicious of the Senrigan 9.5% purchase immediately after the Shandong offer. 80.2% of the shares are owned by institutions, of which 30.6% are hedge funds.
If a hostile taker over was started, I would bet that it would take about 3 days for the buyer to have a simple majority.
So with the buyer holding all the cards, and the suspiciously low current share price, would you be surprised at a $3-$4 dollar offer? Heck that is a 50% profit over the current share price - what a gift :-)
What if the tender offer was 20% over current share price - remember the buyer's "people" hold the majority already probably.
That is why they call it hostile :-)
SUMMARY: No I don't want no hostile takeover of JAG. And while I'm at it I'll say the if the offers aren't over $7/share - I want and expect the BOD to pass on any buyout and that is the way I'd vote my shares.