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Strategies & Market Trends : Speculating in Takeover Targets -- Ignore unavailable to you. Want to Upgrade?

To: richardred who wrote (2317)	9/30/2010 12:12:38 AM
From: richardred	Read Replies (1) \| Respond to of 7260

ELMG From the 13D filing.On September 27, 2010, MMI Investments delivered a letter to the Issuer stating its belief that the Issuer’s corporate strategy and structure is overly-complex and disjointed and expressing its frustration with the Issuer’s valuation multiple, which underperforms its peers, and its stock price, which is virtually unchanged in 10 years. MMI Investments states that it has extensively analyzed the Issuer’s operations, performance, corporate structure and valuation, both individually and relative to its peers, and has concluded that for the Issuer’s fair value to be realized it will require more than a successful operational streamlining. MMI Investments strongly urges the Issuer to form a special committee of independent directors to pursue all strategic alternatives, including the potential sale of the Issuer in whole or parts, to maximize value for stockholders of the Issuer. A copy of the letter is attached as an exhibit hereto and is incorporated herein by reference.

To: richardred who wrote (2317)	11/26/2010 11:21:21 PM
From: richardred	Respond to of 7260

CPI agrees to Veritas Capital takeover PALO ALTO, Calif. CPI International Inc. said Friday it has agreed to a buyout offer of $19.50 per share from private equity firm Veritas Capital, a price that values the company at about $328 million. CPI provides technology for communications, military and medical equipment. The company had agreed earlier this year to an offer from Comtech Telecommunications Corp., of Melville, N.Y., for cash and stock worth about $16.40 per share, or $289 million. The companies broke that deal off in September and Comtech paid a termination fee of $15 million. The higher bid from Veritas represents a premium of 35 percent over CPI's closing share price Wednesday of $14.47. CPI shares jumped $4.93, or 34 percent, to $19.40 ahead of regular trading Friday. nytimes.com

To: richardred who wrote (2317)	12/21/2010 1:26:24 PM
From: richardred	Respond to of 7260

MMI continues to press hard. MMI Investments, L.P. Calls on EMS Technologies Board to Pursue a Sale of the Company prnewswire Press Release Source: MMI Investments, L.P. On Monday December 20, 2010, 9:15 am EST NEW YORK, Dec. 20, 2010 /PRNewswire/ -- MMI Investments, L.P., one of the largest stockholders of EMS Technologies (Nasdaq:ELMG - News), announced today that it has sent a letter to the Board of Directors of EMS in which MMI argues that a sale of the company would deliver substantially greater value to shareholders than its present stock price with considerably less risk than management's current operating plan. The full text of the letter follows: December 20, 2010 The Board of Directors c/o William S. Jacobs, Secretary EMS Technologies, Inc. 660 Engineering Drive Norcross, Georgia 30092 Dear Members of the Board, During the four weeks since our meeting with Chairman Mowell, Director Bolton and members of senior management, we have spent considerable time and effort reviewing our analysis of EMS Technologies, Inc. ("EMS"). We have reaffirmed our conclusion that despite EMS' subscale and disjointed operations and its poor financial and stock price performance over the long-term, it remains a highly valuable franchise with assets that should be monetized through a sale of the company at a value substantially higher than its present stock price. We have furthermore reconfirmed our conclusion that such an outcome could be achieved with considerably less risk than management's operating plan, which even if successful could take several years to fully implement and still not generate a higher nominal value. We have also reflected on Chairman Mowell's and Director Bolton's resolute confidence in EMS' historical execution and future strategy. We believe an accurate appraisal of EMS' track record and proper risk assessment of its outlook is wholly incompatible with this version of the past and vision of the future. We could not have demonstrated this disconnect any clearer than was done by Chairman Mowell's own letter to us of November 8th, and management's recently released presentation to stockholders. We believe it is disingenuous to boast of the stock's performance since the day you had to replace your CEO because the company had just lost its largest contract, reported disastrous earnings and lowered its full-year EPS forecast by 35%, causing the stock price to plummet by 40% from the month prior. I can assure you your stockholders know all too well that 40% up after 40% down means you've still lost value. (Photo: photos.prnewswire.com Long-term performance matters to investors. Allow us to cite other stock price return statistics that we believe more accurately illustrate the long-term trend in EMS' performance: -7% EMS' stock return in the last 15 months (from prior to the disclosure of 3Q09 earnings, reduced guidance and the loss of the B2 contract); -32% EMS' stock return for the last two years; -39% EMS' stock return for the last three years; -6% EMS' stock return for the last four years; +5% EMS' stock return for the last five years; -21% EMS' average underperformance relative to the S&P 500 over these time periods; and -37% EMS' average underperformance relative to the Russell 2000 over these time periods. This record is consistently poor, and I note it merely covers the last five years of the Board's eight year average tenure, Chairman Mowell's ten years as Chairman and his 27 years as a director. Still, the Board's position, as we understand from the new investor presentation, is that investors should trust management and the Board to create stockholder value by executing a "stay-the-course" strategy. This is despite the fact that investors who have trusted EMS with their capital have been punished consistently over many years, and that EMS continues to be highly undervalued relative to its peers and precedent transactions despite the new strategies and products described in the investor presentation. Instead of staying-the-course and expecting a different result, EMS should explore a sale of the company – an effort that according to the investor presentation "would deprive EMS shareholders of significant future value." If the strategies you have implemented and products you have developed are indeed so valuable, a competitive sale process to knowledgeable potential acquirors would in our view be virtually certain to monetize them in a way the public markets have not over so many years. Moreover, we believe such an outcome could be achieved promptly and generate significantly higher value without the time and operational risk of maintaining the status quo (not to mention the risks of a declining US defense budget). On a risk-adjusted basis, considering EMS' track record, we believe there is no comparison. Importantly, an EMS strategic alternatives review process at this time would also benefit from a robust mergers and acquisitions market – a window of opportunity that is unlikely to remain open forever. This highly conducive environment coupled with EMS' attractive, undervalued assets provide the Board with an excellent opportunity to achieve an optimal outcome for stockholders. We strongly urge the Board to seize it. As always, we remain available to you for further discussion of these issues. Sincerely, Clay B. Lifflander bizjournals.com

To: richardred who wrote (2317)	1/12/2011 1:46:31 AM
From: richardred	Respond to of 7260

Form 8-K for EMS TECHNOLOGIES INC 10-Jan-2011 Material Modification to Rights of Security Holders, Financial Statements an Item 3.03 Material Modification to Rights of Security Holders. The Board of Directors (the "Board") of EMS Technologies, Inc. (the "Company") adopted an Amended and Restated Shareholder Rights Plan, effective January 4, 2011 (the "Amended Plan"). The Amended Plan amends and restates the Shareholder Rights Plan adopted in 2009, and eliminates the concept of "disinterested directors" and related provisions. The Amended Plan provides for the elimination of the concept of "disinterested directors" and related provisions. Under the original plan, any person affiliated or associated with an Acquiring Person (generally, a person or group who beneficially owns more than 20% of our outstanding shares) would not qualify as a disinterested director. The original plan required the consent of a majority of these disinterested directors to take significant actions under the plan, including the amendment of the plan or the redemption of the Rights under the plan prior to specified triggering events. The Amended Plan also includes other conforming changes consistent with the removal of the concept of disinterested directors. The foregoing descriptions of the amendments set forth in the Amended Plan are general descriptions only and are qualified in their entirety by reference to the Amended Plan, which is filed herewith as Exhibit 4.1 and is incorporated herein by reference. Item 9.01 Financial Statements and Exhibits (c) The following exhibit is furnished as part of this Form 8-K. Exhibit No. Description 4.1 EMS Technologies, Inc. Amended and Restated Shareholder Rights Plan dated as of January 4, 2011. biz.yahoo.com

To: richardred who wrote (2317)	4/19/2011 12:03:42 PM
From: richardred	Read Replies (1) \| Respond to of 7260

EMS Technologies eyes possible sale Atlanta Business Chronicle Date: Tuesday, April 19, 2011, 10:14am EDT - Last Modified: Tuesday, April 19, 2011, 10:24am EDT Related: Technology Click here to find out more! EMS Technologies Inc. is investigating selling itself after getting inquiries from potentially interested parties. The Norcross, Ga.-based designer, maker and marketer of advanced wireless communications products for commercial, defense and government markets said it will start a formal process to explore strategic alternatives. Its board of directors will evaluate the existing inquiries and seek proposals from other potentially interested parties. Due to the development, EMS Technologies has postponed its annual shareholders meeting until June 30. EMS Technologies Chairman Jack Mowell: "As we've previously stated, our board of directors is committed to enhancing value for our shareholders and regularly reviews EMS’ strategic position and alternatives available to the company. While we continue to believe that the successful execution of EMS’ strategic plan is creating significant value for our shareholders, given the level of interest recently shown in the company, the board believes it should establish a process to evaluate proposals from potentially interested parties.” BofA Merrill Lynch is EMS Technologies’ financial adviser and King & Spalding LLP and Kirkland & Ellis LLP are its legal advisers. EMS Technologies (NASDAQ: ELMG) turned to a $14 million profit in 2010, the same year its second-largest shareholder, MMI Investments LP, called for EMS Technologies to put itself up for sale, saying "investors who have trusted EMS with their capital have been punished consistently over many years" and that EMS continues to be highly undervalued. The company rejected MMI's suggestion. bizjournals.com Read more: EMS Technologies eyes possible sale \| Atlanta Business Chronicle

To: richardred who wrote (2317)	6/15/2011 1:17:45 PM
From: richardred	Read Replies (2) \| Respond to of 7260

Update-Bullseye a couple of days ago. Second takeover this year ELMG--EMS TECHNOLOGIES INC. A nice triple digit percentage gain from my initial stake last year. :+ ) No unrealized losses booked yet this year. Due mainly to sizable positions in UFPT, TDC, CCMP,and ELMG. My best dollar gain year since 1987. That was mainly invested in 2 daughters going through pre-k through 12th grade catholic schools. The last daughter finally completed this year. :+ ) With self college loans. I guess I'm finally be buying something for myself near and dear to me. A new Zero turn lawnmower.<G> The reality part. I have some unrealized losses in a some positions that will eventually have to be addressed before years end. Depending upon market conditions. Looking to double up positions, buy some far out calls, or write puts in some of my dogs I think are worth keeping. I'll book any sizable losses this Fall, or before the end of November to offset gains. SVNT & XTRX are my biggest dogs. IMO, I think they are worth keeping. Portfolio is about 30% cash. Not to excited about adding anything near term, but conditions can change quickly. I'll be back on this board this fall unless I happen to catch another takeover. Good luck to all who look in. Richardred Honeywell to Buy Mobile-Computer Maker BY MELODIE WARNER AND ANDY PASZTOR Honeywell International Inc. agreed to buy mobile-computer maker EMS Technologies Inc. for about $491 million, a move that expands its mobile-computing business into the warehousing and port segments. Honeywell's $33-a-share cash tender offer is a 33% premium to EMS's Friday closing share price of $24.80. "Honeywell is uniquely positioned to acquire EMS due to the strategic fit across EMS's Global Resource Management and Aviation divisions," said Chairman and Chief Executive Dave Cote. "The acquisition brings engineering expertise, differentiated technologies, online.wsj.com