Direct Focus to quit TSE, head south Moving to Nasdaq: U.S. underwriters insist on shift for new share issue
Amanda Lang Financial Post
NEW YORK - At the insistence of its U.S. underwriter, a company that grew up on the Toronto Stock Exchange is delisting in favour of the New York-based Nasdaq exchange.
The move by Direct Focus Inc. comes as Canadian stock exchanges are planning to merge to improve their competitive position in the face of pressure from rival U.S. exchanges and online trading.
Direct Focus is a U.S. firm based in Vancouver, Wash., and first listed on the TSE in January 1993.
One of the company's early champions was Sprott Securities' chief, Eric Sprott. "There is a bit of a 'see you later' attitude about this," Mr. Sprott said about Direct Focus's decision to abandon the Canadian market.
The company specializes in direct marketing of home fitness equipment, including the Bowflex and Nautilus brands, and a "sleep system."
As its business has expanded over the past few years, its stock has risen impressively, from $1.60 in early 1997 to $23 at the end of last year. It now trades around $35, giving the company a market capitalization of $330-million.
The company's sales have jumped from $6.5-million in 1995 to $88.8-million at the end of 1998. It was profitable throughout that time, and at the end of last year showed net income of $2 a share.
Mr. Sprott said that, alongside management and employees of Direct Focus, the company's stock is owned by several large Canadian investment funds.
But when the company decided to issue shares to raise working capital, it opted to do so on the more liquid Nasdaq market.
Its underwriters, D.A. Davidson & Co. and First Security Van Kasper, helped it file for an offering of one million shares at about $20 (US) a share.
But the U.S. underwriters insisted that, as part of the transaction, Direct Focus delist in Toronto.
It intends to do so this Thursday, after it begins trading on Nasdaq.
"I don't know what the practical reason is, except that someone wants the trading to funnel through one market," Mr. Sprott said. "We don't know if there's a market yet," for the shares on Nasdaq.
In fact, the U.S. underwriters admit as much in the company's offering prospectus: "Prior to the offering, there has been no public market in the United States for the common stock of the company. Consequently, the public offering price for the common stock offered hereby will be determined through negotiations among the company and the [underwriters]."
The company and its underwriters were not available for comment as to why a U.S. listing requires a delisting in Canada.
"My view has always been that we should let the stock trade in Toronto, and see where the volume of trade migrates. I saw no sense in rushing in to a delisting," Mr. Sprott said.
Direct Focus expects to raise up to $17-million (US) in the offering, which it will use for general working capital. |