Tuesday, July 26, 2011

Alan Miller, Top Proxy Contest Advisor, Dies at Age 62

Below is the press release issued by Innisfree today announcing the passing of proxy contest veteran Alan Miller.


NEW YORK, July 26, 2011 - Innisfree M&A Incorporated today announced with great sadness that Alan Miller, the firm’s Co- Chairman and Managing Director, died on Monday, July 25, 2011 following a battle with lymphoma. He was 62 years old.

“Alan led a truly remarkable life. He was an inspiring leader with a unique combination of keen intellect, solid judgment and unmatched dedication,” said Arthur Crozier, Co-Chairman of Innisfree.

“Alan demonstrated grace under pressure and was the person you wanted on your team during the toughest fight. For more than 30 years, Alan advocated fiercely on behalf of his clients around the world. He always put others first and had a will to win that was unparalleled. We are deeply saddened by his loss and extend our sympathies to his family, particularly his wife and children, who meant the world to him.”

Alan founded Innisfree with Arthur Crozier, Jennifer Shotwell and Meredith Cole in 1997. The firm quickly grew to 45 employees with offices in New York, London and Pittsburgh. Alan took great delight in the choice of the firm’s name, which was based on a poem written in 1892 by William Butler Yeats:

By William Butler Yeats
I will arise and go now, and go to Innisfree,
And a small cabin build there, of clay and wattles made;
Nine bean rows will I have there, a hive for the honeybee,
And live alone in the bee-loud glade.

And I shall have some peace there, for peace comes dropping slow,
Dropping from the veils of the morning to where the cricket sings;
There midnight’s all a-glimmer, and noon a purple glow,
And evening full of the linnet’s wings.

I will arise and go now, for always night and day
I hear lake water lapping with low sounds by the shore;
While I stand on the roadway, or on the pavements gray, I hear it in the deep heart’s core.

Innisfree has advised on most of the high profile M&A transactions and proxy contests since its inception. The firm has worked with, among others: HP in its merger with Compaq; CF Industries in its acquisition of Terra Industries and its defense against Agrium, as well as Xerox, Stanley Works, IMS Health and Burlington Northern Santa Fe in their respective friendly merger solicitations. Most recently, Alan represented Barnes & Noble in its proxy contest victory over the Yucaipa Funds, as well as Potash Corp. and Airgas in their successful defenses of unsolicited offers by BHP Billiton and Air Products, respectively.

Alan grew up on the Lower East Side of Manhattan, graduated from Stuyvesant High School and attended Syracuse University. Early on, he established his reputation in contested matters with his work on Lockheed/Simmons, Texaco/Icahn, Norfolk Southern/Conrail, Glaxo/Wellcome, Viacom/Paramount Communications, Northrop/Grumman, Ingersoll Rand/Clark Equipment, Johnson & Johnson/Cordis, and Great Western/Ahmanson.

Alan was an avid Yankees fan, an inspired fisherman, a Bob Dylan connoisseur and a tireless advocate for Scotland’s and Cuba’s most famous exports. He is survived by his wife, Melissa; his mother, Miriam; his sister Diane, his brother, Larry; and his two beloved children, Harry and Josie.

A memorial service for Alan will be held on Thursday, August 4th, at 2:30 PM at Riverside Memorial Chapel, 180 West 76th Street, New York, NY (800) 262-6609.

Donations can be sent in Alan’s memory to:

UJA-Federation of New York
130 East 59th Street
New York, NY 10022
Donation Line: (212) 836-1486

The Leukemia & Lymphoma Society
1311 Mamaroneck Avenue, Suite 310
White Plains, NY 10605
Phone: (914) 949-5213
Fax: (914) 949-6691

The Lymphoma Research Foundation
115 Broadway Suite 1301
New York, NY 10006
212-349-2886 (Fax)

About Innisfree
Innisfree M&A Incorporated (New York) and its wholly-owned subsidiary Lake Isle M&A Incorporated (London) provide clients with sound tactical and strategic advice and results-oriented implementation in proxy solicitations, tender and exchange offers, mergers, rights offerings, restructurings and other corporate actions - friendly or contested, domestic or cross- border. In addition, the firm provides consulting services on strategic management issues, such as corporate governance, executive compensation and investor relations.

With an experienced professional staff in New York, London, and Pittsburgh, Innisfree has represented hundreds of companies in over 20 countries.

Monday, July 18, 2011

New Research (FREE) on Potential Activist Investing Targets

Now Available to Qualified Investors


This research report examines the companies where top activist investors have been aggressively increasing ownership and may engage with the board and/or management to improve value.

  • 110 companies under $1 billion in market value
  • 38 companies over $1 billion in market value
    Qualified investors may request a copy of the research report by emailing David Schatz at Hedge Fund Solutions dschatz@hedgerelations.com. Please include your business email address in the email.

    Posted by David Schatz

    Friday, July 15, 2011

    Icahn's Unsolicited Offer to Acquire Clorox Company


    *Damien Park, Managing Partner of Hedge Fund Solutions, speaks to Marketplace's David Gura

    On July 14, 2011, Icahn made a $12.6 billion offer to take Clorox (NYSE: CLX) private at $76.50/share. The takeover values the equity of the brand name company at $10.2 billion, a 21% premium to when Icahn (now a 9.4% owner) first initiated his investment in Clorox in December 20, 2010.

    In the proposed transaction, Icahn Enterprises LP will contribute $12.6 billion and Jefferies & Co. (which has issued a highly confident letter) will arrange $7.8 billion in financing. Should the Clorox board approve the offer by July 29, 2011 and the deal not close, Icahn will pay the company a fee of $100 million. The fee is being offered to prevent the takeover offer from being rejected based on concerns over whether the debt financing will come through.

    No stranger to strategic activism, Icahn is encouraging Clorox to pursue a "go-shop" process where prospective synergistic buyers will have the opportunity to perform due diligence and properly value the company. According to a letter filed to the SEC, Icahn is "confident the process will result in numerous superior bids".

    The letter goes onto mentioning that although Clorox has failed to meet its strategy of annual sales growth of 3% to 5% and thus lessened its valuation on a "standalone basis", the company nevertheless has tremendous synergistic accretive value to other suitors armed with strong balance sheets...
    "[N]ow is the time for this Board to move. In our opinion, Clorox is simply too accretive for these potential Strategic Buyers to ignore"… ~Carl Icahn


    The above chart contains the metrics of 6 of the 7 companies that Icahn mentions as possible strategic buyers. Icahn also mentions SC Johnson as a possible strategic buyer, but since this company is private, the data has not been listed.


    5-Year Clorox Stock Performance  Source:Google Finance
     Posted by David Schatz