The annual meeting is a legal requirement. Based on a quick read of the proxy materials, it looks like the two most important items on the agenda are the name change (to Think Partnership, Inc.) and an increase in the number of authorized shares from 100 million to 200 million.
THK does not lend itself to an easy analysis. They have completed a lot of acquisitions in a short period of time and my sense is that they have had some problems integrating the various entities. The most frustrating thing, however, is that there are some significant contingent payments associated with some of these acquisitions. The recently announced acquisition of Litmus provides a good example:
At the closing of the acquisition, the Company will pay to the shareholders of Litmus, an aggregate of $6,500,000 in cash and issue to them an aggregate of 3,170,732 shares of the Company’s common stock. Further, the shareholders of Litmus may receive earnout payments of up to $19,950,000 in the aggregate based on the aggregate pre-tax earnings of Litmus for the first 12 calendar quarters following the closing. To the extent earned, up to $10,500,000 of the earnout payment will be paid in shares of the Company’s common stock valued at the average closing price per share of the 30 trading days prior to issuance and up to $9,450,000 will be paid in cash.
sec.gov |
