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Non-Tech : Attractive opportunities in already announced mergers -- Ignore unavailable to you. Want to Upgrade?


To: D. K. G. who wrote (12)1/22/2009 1:46:09 PM
From: D. K. G.  Read Replies (1) | Respond to of 69
 
Possible Arbitrage Play: Emageon

forexhound.com

Chris Fernandez , PeakStocks.com
Published 01.22.2009 10:57 GMT
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Every now and then I like to give guest authors a chance to share their views either on the stocks that I already cover, or names that I don’t, but that I feel would benefit my readers.

Some of these author’s viewpoints agree with mine, and some don’t.

I feel that the more information you have about a particular company, stock or the market in general, the better decisions you can make regarding your investments and what actions you should take in regards to those investments.

Today’s guest author is Jae Jun, he runs a blog called Old School Value focused on finding value in all sorts of situations while adhering to the Old School principles of Graham, Buffett, Fisher and other great investors.

Jae will be presenting his investing thesis on a company called Emageon, Inc. (NASDAQ: EMAG) and the unique arbitrage play associated with the company.
Please note that this is not a formal recommendation, just an information piece designed to allow you access to companies that I might never cover, but that are worth a look for your portfolio.

Possible Arbitrage Play With Emageon Inc.

By Guest Columnist: Jae Jun, Old School Value

For those that have noticed my Twitter updates, a merger that I have been looking into is Emageon Inc. (NASDAQ: EMAG).

The spread at the closing date of Jan 16,2009 was 47% with a closing deadline of Feb 11, 2009.

This leaves us 3 weeks to work with if the deal is sealed in time.

Basics Of The Merger

Deal first announced on Oct 13, 2008 and worth $62m

If the deal goes through, each share of EMAG will be converted to $2.85 cash

Shareholder approval obtained and no other approvals required

Financing is being handled by Stanford International Bank Limited (SIBL)

Financing was cancelled at first on Dec 23 followed by a decision to continue.

All debt buyout by Health Systems Solutions (HSS)

SIBL holds over 20% ownership of HSS

Termination Details

The merger is at a stage where it is too late for the buyer to try and terminate the deal, however, the deal is not bound by any harsh conditions.

The merger can be canceled quite easily with neither party having to pay a termination fee on a mutual written consent.

There are some conditions where EMAG will have to pay $3m if HSS cancels due to EMAG breaching the following rules:

our Board withdraws, modifies or qualifies, or publicly proposes to withdraw, modify or qualify, in a manner adverse to HSS and Merger Sub, our Board’s recommendation to our stockholders that they adopt the merger agreement;

our Board approves, recommends or endorses, or proposes publicly to recommend or endorse, any takeover proposal other than the merger;

our Board enters into any letter of intent or similar document or any contract accepting any takeover proposal;

we fail to include in this proxy statement the recommendation of our Board of Directors that our stockholders vote “FOR” adoption of the merger agreement; or
we intentionally and knowingly materially breach any of our non-solicitation and related obligations with respect to acquisition proposals;

These are basic merger agreements so we don’t have to worry about EMAG having to pay $3m for breaking these conditions.

After the merger announcement on Oct 21, 2008, HSS deposited $5m into Escrow and recently deposited another $4m after SIBL came back right after refusing to finance the deal.

If the deal is now not completed by the new extended date of Feb 21, 2009, EMGA is entitled to receive the $9m in the Escrow account.

Approvals

Under the merger agreement, we agreed with HSS to make, if applicable, all appropriate filings with the United States Federal Trade Commission and the Antitrust Division of the United States Department of Justice, under the HSR Act, and all appropriate filings under foreign competition or merger control laws. However, other than the filing of a certificate of merger with the Secretary of State of the State of Delaware in order to effect the merger, we do not believe that any regulatory filings or applications, including under the HSR Act, are required to be made in respect of the consummation of the merger.

Nothing to worry about on the approval side. Shareholders have approved the deal so there are no further regulations holding the deal back.

Risks

The important thing to note is that a 50% spread does not refer to the chance of a deal being abandoned. Let me digress for a moment.

The spread points more towards the number of scared and uncertain people. E.g. on Thursday Jan 15, 2009, PSD, which I’ve covered numerous times, fell to $26.50 the day before the closing date announcement.

PSD jumped to $29.60 the following day.

Mergers are driven more by fear and uncertainty than evidence.

Did you know that too many Wall Street and big players do not read the SEC filings?

So how does the market know everything? It doesn’t. Now back to the topic.

The biggest risk to this deal is whether financing will hold but there are signs that it will. After the shocking news that SIBL decided to refuse financing, the press release from both parties expressed that they are still determined to go through with the deal and seeking other options if necessary.

Shortly after HSS deposited another $4m into the Escrow account. Seeing as how HSS is funding 100% of the deal through debt to SIBL, HSS must have sold more convertible debentures to SIBL. In other words, SIBL financed a further $4m right after a refusal to finance.

This brings me to some questioning points;

1.SIBL is completely crazy to finance another $4m (total $9m) if they don’t plan on going ahead with the merger

2.It was an act of faith by SIBL and HSS to ensure the markets that they are committed


3.The only reason SIBL made that announcement in Dec was to try and extend the merger date to make certain they could meet the deadline or

4.SIBL had tax, year end or quarterly numbers they had to meet and made up a bogus announcement

However, the December report from SIBL (pdf link), reaffirms its investors that “although our earnings will not meet expectations in 2008, Stanford International Bank Ltd. is strong, safe and fiscally sound.”

I’ll leave it up to you to come up with your own conclusion, but I am leaning towards 3 and 4.

Also, we have to consider whether EMAG is the type of company that is worth holding if the deal fails. PSD was an easy one because it had a long history, electricity is a necessity and they also offer a nice dividend. EMAG has none of these qualities.

Considering their short history, high cash burn rate and regular dilution of shares, EMAG is not a company I would like to hold in any normal situation other than a buyout.

Completion Checklist

1.Due diligence by both parties - Yes. Both have clearly stated so.

2.Financing and regulator approval - Yes. SIBL has recommitted and further financed an additional $4m

3.Get preliminary shareholder sentiment (or controlling shareholder approval) - N/A

4.Obtain regulator (SEC, FCC, any and all) approval - N/A

5.Get final shareholder approval at a meeting called for that purpose - Yes

6.Insiders continually vesting or buying shares - No. Accipiter Capital Management is the only big buyer in Dec. Insiders have not been buying but they have not been selling or exercising their options.

Odds of the Merger

Current Price: $1.94

Upside Potential: 47% / $2.85

Downside Potential: 47% / $1.02

Probability of Success: conservative: >60% | realistic: > 75%

Probability of Failure: conservative: < 40% | realistic: > 25%

Time Frame: min: 3 weeks | max: 11 weeks (3 months) until March 31,2009.

Additional Remarks

The interesting thing with this deal is that EMAG has $19.5m in cash, will receive $9m if the merger fails for a total of $28.5m which equates to $1.33 of cash per share. If the deal fails and EMAG falls to $1 again, we are entering another type of special situation where the company will be trading for less than its cash value.

With a potential $1.33 of cash per share, is EMAG worth $0.61 if we are to buy at the current price of $1.94? As I stated above in the risks, I am not sure how much the company is worth.

The odds are very enticing, but my failure probabilities and the quality of the company makes it difficult to make it a big position if I do decide to buy.




To: D. K. G. who wrote (12)2/6/2009 5:05:28 PM
From: D. K. G.  Respond to of 69
 
Puget Holdings Completes Acquisition Of Puget Energy and Puget Sound Energy
Washington Utility Customers See Immediate Benefits; Alaska Airs Bill Ayer Becomes Chairman

Friday February 6, 2009, 5:00 pm EST
Yahoo! Buzz Print
Related: Puget Energy Inc.
BELLEVUE, Wash.--(BUSINESS WIRE)--Puget Holdings LLC, a group of long-term infrastructure investors, today announced the completion of its $7.4 billion merger transaction with Puget Energy and its wholly-owned utility subsidiary, Puget Sound Energy, acquiring all of the issued and outstanding common shares of Puget Energy for $30 a share.

Related Quotes
Symbol Price Change
PSD 29.98 +0.14

“Our merger with Puget Holdings is already providing benefits to our 1 million electric and nearly 750,000 natural gas customers in Western Washington,” said Stephen P. Reynolds, president and CEO of Puget Energy and PSE. “During this time of economic instability, PSE has been able to improve its credit rating and secure long-term credit facilities to improve and expand our energy delivery system, providing local jobs and meeting local needs.”

On Jan. 16, after both Puget Holdings and Puget Sound Energy accepted the Washington Utilities and Transportation Commission merger approval order, Standard & Poor’s increased PSE’s corporate credit rating to BBB from BBB- and its secured bond rating to A- from BBB+. The ratings upgrade is expected to result in meaningful savings for PSE customers for years to come due to reduced borrowing costs.

“At a time when most companies are only able to secure one-year bank loans, the merger also enabled PSE to enter into new credit facilities with 5-year terms,” explained Reynolds. “This is on top of the $100 million in rate credits and other savings over the next decade customers will begin receiving as early as this month and the committed access to long-term, stable capital – $1 billion a year for the next 5 years – provided by our new owners.”

Effective with today’s completed transaction, William (Bill) S. Ayer, chairman and chief executive of Alaska Air Group, became the chairman of the boards of directors for Puget Energy and PSE. Reynolds, who today relinquished his three-year title as chairman, remains as PSE president and CEO, continuing to serve on the Puget Energy and PSE boards. The PSE board also includes Herbert B. Simon, a member of Simon Johnson LLC, a real estate and venture capital investment company in Tacoma.

Today’s transaction will enable PSE to continue to make significant investments in renewable resources to meet evolving green energy requirements and investments in its distribution system for natural gas and electricity customers to improve security and reliability. The transaction also includes a $5 million contribution to the Puget Sound Energy Foundation to support local community services and programs.

Rate credits:

Every PSE bill over the next 10 years will include a rate credit, cumulatively totaling up to $10 million per year.
The credits are expected to begin appearing on customer bills on Feb. 13, 2009.
Investments in renewable resources; expanded commitment to energy efficiency:

Continued commitment to renewable resources, such as wind power, with a goal of securing 10 percent of PSE’s power supply from renewable resources by 2013.
Boosted recruitment for enrollment in PSE’s voluntary Green Power Program, which is targeted to include 5 percent of electric customers by 2014.
A study will identify ways to obtain energy efficiency improvements in the generation, transmission and distribution of energy.
Strengthen reliability and customer service:

Planned investment of nearly $600 million in 2009 to upgrade aging natural gas pipes and electric wire and extend the utility system to new developments.
Management of accurate billing to be included among the customer service performance measurements reviewed by the UTC.
Increase funding of Puget Sound Energy Foundation:

A $5 million contribution to the Puget Sound Energy Foundation to extend support of programs and services in the communities where PSE operates.
On Friday, Feb. 6, Puget Energy‘s common stock traded for the last time on the NYSE and will be delisted from the exchange prior to trading hours on Monday, Feb. 9, 2009. Information on how to convert Puget Energy’s common shares into cash after the merger closes is available on www.PugetEnergy.com.

The proposed merger transaction was announced Oct. 26, 2007, approved by shareholders and the Federal Energy Regulatory Commission in April 2008, and the UTC on Dec. 30, 2008.

About Puget Sound Energy

Washington state’s oldest and largest energy utility, with a 6,000-square-mile service area stretching across 11 counties, Puget Sound Energy serves more than 1 million electric customers and nearly 750,000 natural gas customers, primarily in Western Washington. PSE meets the energy needs of its growing customer base through incremental, cost-effective energy conservation, low-cost procurement of sustainable energy resources, and far-sighted investment in the energy-delivery infrastructure. PSE employees are dedicated to providing great customer service to deliver energy that is safe, reliable, reasonably priced, and environmentally responsible.

About Puget Energy

Puget Energy is the parent company of Puget Sound Energy, a regulated utility providing electric and natural gas service primarily to the growing Puget Sound region of Western Washington. For more information, visit www.pugetenergy.com.

About Puget Holdings LLC

Macquarie Infrastructure Partners I & Macquarie Infrastructure Partners II

Macquarie Infrastructure Partners I & Macquarie Infrastructure Partners II, both headquartered in New York, are diversified unlisted funds focusing on infrastructure investments in North America. The majority of MIP I and MIP II investors are US and Canadian institutions such as public pension funds, corporate pension funds, endowments and foundations and Taft-Hartley (Labor) funds. MIP I has thirteen investments including stakes in regulated utilities such as Aquarion Company, a regulated New England water utility, Duquesne Light, a regulated electric utility in Pittsburgh and investments in several other infrastructure and essential service businesses in the US and Canada. MIP II has investments in two infrastructure businesses.

Macquarie Capital Group

Macquarie Capital Group Limited is recognized as a leading global investor and manager of infrastructure businesses. Members of the Macquarie Capital Group manage more than US $40 billion in equity invested in infrastructure and essential service assets around the world through a range of listed and unlisted vehicles. Infrastructure investments managed by Macquarie include investments in the regulated energy, utility, water, transportation and telecommunications sectors around the world. Macquarie aims to manage investments in infrastructure assets profitably and responsibly.

CPP Investment Board

The CPP Investment Board is a professional investment management organization that invests the funds not needed by the Canada Pension Plan to pay current benefits on behalf of 17 million Canadian contributors and beneficiaries. In order to build a diversified portfolio of CPP assets, the CPP Investment Board invests in public equities, private equities, real estate, inflation-linked bonds, infrastructure and fixed income instruments. Headquartered in Toronto, with offices in London and Hong Kong, the CPP Investment Board is governed and managed independently of the Canada Pension Plan and at arm's length from governments. At September 30, 2008, the CPP Fund totaled C$117.4 billion. For more information, please visit www.cppib.ca.

bcIMC

British Columbia Investment Management Corporation (bcIMC) is an investment management corporation based in Victoria, B.C. With over C$85 billion in assets under administration as of March 31, 2008 with global exposure, and supported by industry-leading investment expertise, bcIMC offers fund management services for all major asset classes, including currency and infrastructure investment.

bcIMC’s Strategic Investment and Infrastructure Program seeks to acquire long term interests in tangible infrastructure assets which hold the potential to generate strong returns and cash yields to its clients. The program has a global focus with holdings in North America, Latin America, and Europe. bcIMC’s clients include public sector pension plans, public trusts, and insurance funds. For more information, visit www.bcimc.com.

AIMCo

Alberta Investment Management Corporation (AIMCo), based in Edmonton, Alberta, is one of the largest institutional investment management firms in Canada, with C$72 billion in assets under management as of Dec. 31, 2008. AIMCo manages capital for public sector pension plan and government endowment fund clients across a wide variety of asset classes. Alternative investments include infrastructure, real estate, timberland, and private equity. AIMCo has made infrastructure investment commitments of more than C$2 billion and has significant investment experience in the regulated energy and utility sectors. Infrastructure investments are made on a long-term basis, and the portfolio is diversified across sector and geography, including investments in North America, Europe and Asia. For more information on AIMCo and its investments, please visit www.aimco.alberta.ca.

MFIT

Macquarie-FSS Infrastructure Trust (MFIT) is an unlisted Australian infrastructure trust managed by Macquarie Specialised Asset Management Limited. The investment objective of MFIT is to make investments in a diversified range of infrastructure and infrastructure-like assets. MFIT currently holds interests in four assets across four sectors in three countries (the USA, the UK and Spain). Assets include electricity and water infrastructure, communications infrastructure and vehicle inspection services.

Contact:

Media:
Puget Sound Energy
Martha Monfried, 1-888-831-7250
or
Macquarie Group for Puget Holdings
Alex Doughty, 1-212-231-1710
or
Analysts:
Puget Energy
Durga Doraisamy, 1-425-462-3808