Ashoka India Equity Inve... Share Discussion Threads

[andyj47632] 22/6/2015 23:13

Two things that might signal alternative interest in Anite:

1. more Maven buying- interest from a proprietary trading outfit

2.if the share price edges 129-130 in next couple of days

its game on....

[picobird] 22/6/2015 20:43

What it will do is show what a gem the company is.
The CEO's of today are fairly bright (compared to yesteryear -ex public school)
Result, counter offers. They are just waiting for confirmation.
Bye,bye Keysight

[mbmiah] 22/6/2015 19:10

I take it even if results are spectacular, it won't make any difference to sp??

[mbmiah] 22/6/2015 18:37

Maven have increased once again. They must know something we don't???

[picobird] 22/6/2015 17:54

They do carry a bit of weight. They have in the past asked for the Long Term Inventive Plans to be amended - made more difficult or 'raised the bar'.
As for this takeover they will probably rubber stamp it. It really is up to other companies now to take a bit of initiative. Next week there will be a great reaction to the results & suddenly people will wake up - comparing forward P/E ratios with the offer by Keysight. It will get around that the company is going cheap & probably before the end of that week 'Hey Presto' - counter bid.
So at the end of the day (glass half full attitude), the timing could work out as perfection !

[butmac] 22/6/2015 17:30

I hope the Institutional Managers read this board and take note as to what is going on!

Or are they in on the deal?
The whole thing absolutely sucks.

[picobird] 22/6/2015 17:25

The shareholders need to vote on it. Early days yet but the whole thing ends in October.
So probably the AGM date I mentioned yesterday (about 24/09/2015)

[butmac] 22/6/2015 17:19

Whens the cutoff time for this deal!!!
Thanks in advance

[picobird] 22/6/2015 15:50

Wednesday week we will get the results. It could be that a counter bid may come them. I was amazed at the number of companies that could bid for Anite when I looked into the subject. The FT came up with a Japanese company last week which is involved in semiconductor manufacturing (it's on my list). So going that route, it opens the flood gates as to possibilities.
I think we should just do what the IC publication said & 'sit tight'.
It makes no difference to the Anite board who buys them out. In fact some of the board members may well know sweet FA about the share price fundamentals excepting the two finance men who just want their options regardless of anything else.
It is frustrating but if another company wants us, they must surely bid. I am miffed at the timing, in all decency it should only have come post 01/07/2015. So we must wait & see which other companies will now throw their hats into the ring ?
I think the IC need a vote of thanks from us for writing that two page article when they did. Somebody tipped them off & that anonymous person needs some thanks as well. Could it have been the chairman?
He is a multi millionaire anyway & the takeover is only a technical thing to him together with the BOD bar two. This scenario (for all we know) may go quite deep. At the moment we are being ripped off though.
That bid price needs to be doubled.

[gerdmuller] 22/6/2015 15:06

No, management have failed to convey why they were telling us a few weeks ago that everything in the garden was rosy but now they are happy to accept a bid which is well below the average bid premium being paid by others at the moment.
I have been involved in the PE sector of M&A for a long time now and all the signals are showing that a lot of sellers are demanding high prices, as of course they have a right to do.
So if this management is doing its job properly it should know that this environment exits and make sure they hold out for the best possible deal for the shareholders rather than what is good for them.
They tell us this is a high offer and then just pick some period in time when the share price was well below the current offer price. But they totally ignore the fact that the price was higher than the offer price only two years ago. This always seems very condescending to me, they all do it in these offer documents but perhaps they should give shareholders more credit and not try to treat them like idiots.

[mbmiah] 21/6/2015 23:55

It's the 50% cost trimmings keysight have identified - that is what excites me and what should excite any parties interested in a counter bidDYOR

[jadeticl3] 21/6/2015 22:57

At that price can't imagine why they would not go ahead, unless there are several skeletons to be discovered at results time!

[bally101] 21/6/2015 19:26

I'm out, nice profit and going to move on now. Any hiccups with the bid and the price will be heading back down imho.

[picobird] 21/6/2015 12:58

Final Results Y/E 30/04/2015 - 01/07/2015

Having looked at the takeover documents, the final tally of payable options will be £20 mill (approx)- (£25 mill in money). Only two finance guys involved - makes you realise why the takeover was recommended !!!

No wonder they were keeping the £30 mill plus stashed safely away.

The main companies that would be possibly interested are

Rohde & Schwarz
Anritsu
Tektronix
Teradyne Inc
Advantest Corp
National Instruments Corp
Sqs Software Quality Systems
Ascom
Ixia
Renesas (Japan)
Intel
Qualcomm

Mind you at these prices there could be a host of smaller companies running a slide rule over Anite.

[picobird] 21/6/2015 12:58

AGM 24/09/2015

[tatsfield] 20/6/2015 22:51

I really don't think there will be any move to remove the directors. The only hope for a better return for shareholders from a take-over would be a competitive bid at a much higher price. That might still happen but the directors will be laughing all the way to the bank whoever takes over the company. That's the weakness in the system. Small "bribes" to small men can effect huge issues. FIFA is a prime example.

[jadeticl3] 20/6/2015 21:31

mbmiah, what "could well happen? The Directors are replaced at the AGM? Can you see this happening? I could if Private Investors could sway the issue, but so far I have not heard much from institutional investors.

[mbmiah] 20/6/2015 18:50

It could well happen Pico.

[picobird] 20/6/2015 12:03

Irene. What I have been trying to explain about the premium claim of 20% can be demonstrated as follows.
Example.
Someone buys a house for £200,000 in return they get a house plus (say) £20,000.
How much did the house cost ?
Well, the house cost £180,000.

So, with Anite we have the following scenario. Keysight pays say £ 300 mill & gets say the balance sheet cash of say £30 mill.
What did they offer (in effect)
Well, £270,000.

So the premium works out at 10% because they get a substantial amount back in cash.

It seems to me that the shareholders are being taken for a ride on this offer. It is even lower than 126p, it is in effect 114p.
I think we are going through another 2002 scenario (with differences of course) but with the finance men looking after themselves & not the shareholders interests.
If this offer had not been made the share price would have gone well past 114p in the week of the AGM.
Furthermore, speed is being used by the Anite team now by issuing 'irrevocable' forms.
I have no doubt that the businesses will combine beautifully as the chairman has said, but the directors are elected & paid to look after the shareholders interests & not their own.

What we need is some sort of shareholders action (committee) either at the court (regarding the scheme of arrangement) or to just replace the directors at the AGM because what is going on is just not acceptable.

[irenekent] 20/6/2015 11:31

As I understand it the options bestow the right to buy a specific number of shares at a specific price by a specific date. After that date the right expires. Sometimes there is a start date in the future as well as an expiry date. The value at which the options vest is generally higher than the price prevailing at the time of grant but as these may have to be held for a number of years before becoming exercisable, generally there is profit to be made if the share price has risen above the exercise price. The company can either buy back shares as treasury shares (with company money) or issue new shares which of course is dilutive to existing shareholders which includes those exercising the options if they are already shareholders. There is usually a clause that says that in the event of a takeover the options will exercise immediately.

Taking pico's info on the options held by Messres. Humphrey and Amos we arrive at £15.25m worth of shares (12.1m shares) added to the total number of shares in issue and I believe there are other options waiting to cashed in. Are they going to buy these shares in using cash held, or just create them. Either way I guess we lose. How many shares are currently held in treasury I wonder - if any?

The main question is what happens to the cash held on the balance sheet. We need an answer.

[picobird] 20/6/2015 04:59

jadeticl3 - thanks very much for that info.
What has alarmed me is the quickness that Anite are issuing forms including an irrevocable shareholders form dated 17/06/2015. There is 5 days on it (will have to look it up) so perhaps armed with a load of shareholder acceptances prior to the AGM the BOD aim to muscle the whole proposal through if possible.
The Anite board seems to be using quickness as it's main tool !
Perhaps it would also make a counter offer difficult to put together in time ?
DYOR (these are just my own opinions)

[jadeticl3] 19/6/2015 22:08

I retired some 17 years ago during a merger/takeover. My memory would need jogging to recall exactly what the terms were, but I had shed loads of share options that in normal circumstances would have needed years to be exercisable, but in the event of a takeover became exercisable immediately.

Maybe something of this kind has influenced these directors. Not a good motive for accepting a low offer.

Apologies if someone has already stated this.

[picobird] 19/6/2015 17:18

Irene - you mentioned options a day or so ago.
Looking at the documents that all the directors have signed, Chris Humphrey has 1.9 mill shares (as we already knew) & also 8.4 mill options (you will understand that better than me - options are something that I know little about)
Richard Amos has a shareholding plus 3.7 mill options.
Are they keeping that 30 mill plus cash to pay for these options (???)
In which case the cash is going to be an expense & should be excluded from a company valuation (???)
Is that how it works ???

Is there any possibility of a conflict of interest here ?
I find it remarkable that Chris Humphrey actually included the Balance Sheet cash of 30 mill plus to arrive at a premium of 20% !

Any accountant acting in good faith (in my opinion) would take the cash off the balance sheet & off the offer sum & arrive at about a 10% premium ! - (114p)
Why is everyone describing the deal as a low offer except the directors, it is an extremely low offer !!!
Any qualified accountant like CH would IMHO say the same !!!


Looking at case law, I notice Anite had problems back in 2002 ..............

In September 2002, the finance director of Anite plc, a UK IT software and services company, resigned in the face of strong criticism from investors who were angry at the company’s remuneration policy and acquisition strategy.

􏰀 Theindividualconcernedwasoneofthehighest paid finance directors among U K technology companies, and his remuneration for the year to 30 April 2002 had risen 10 per cent, despite a collapse in the company’s performance compared with the previous year.

􏰀 Bonusesforthechiefexecutiveandthefinance director were based on the profits before tax, exceptional items and goodwill, rather than earnings (profits after tax).

􏰀 Thecompanyhadapolicyofgrowththrough acquisitions, and had made seventeen acquisitions since April 2000. These resulted in large amounts of purchased goodwill, and the amortisation of this goodwill reduced earnings, but not profits before goodwill.

The acquisitions were made with an open-ended purchase price. The final purchase price depended on the performance of the purchased assets, with an ‘earn-out̵7; for the sellers of the acquired companies.

All the purchases were paid for with new Anite shares.

􏰀 TheAnitesharepricefellbyabout80percentin the year to 30 April 2002, which meant that more shares had to be issued to pay for new acquisitions.Theresultwasabigdilutionin earnings per share.

􏰀 Thedilutioninearningspersharehadnoeffect, however, on the bonuses of the CEO and finance director. On the contrary, the new acquisitions added to profits before tax, exceptional items and goodwill,eventhoughprofitsafterexceptional items and goodwill fell.

􏰀 Thefinancedirector,whowascloselyassociated with the funding of the acquisitions, was therefore putunderpressuretoresignbyshareholders. However, questions remained about the responsibility of the whole board for both the directors’ remuneration policy and the acquisition funding policy.

Although the finance director was not removed from office by a vote of the shareholders at an annual general meeting, the threat that shareholders would exercise this right was sufficient in this case to achieve the desired result.


Seems to me that the shareholders would be sensible to remove any directors at the AGM on 01/07/2015 if they consider them not to be acting in their interests. The CEO for example.


Big Buy at close of trade 1.5 mill

After reading up a bit on options am I right in concluding that the CEO & the Group Accountant stand to make many millions by recommending this offer ?
So are they working their own interests first before the interests of the shareholders, in which case something needs to be done at the AGM about the situation. Add to that the Keysight rewards for the BOD cooperation & we have a pretty nasty situation in existence.
If this is the case (???) perhaps we need another 2002 conclusion vote them off the board at the AGM.

[picobird] 19/6/2015 15:33

I have just found the following article from shares magazine.

Anite not a Done Deal



(Incidentally you can forget what Finncap thinks. Their analyst I have already concluded earlier to be pretty much cr*p)

The author of this article has included a few inaccuracies as well !