Red Oak Abandons Previously Announced Tender Offer Plans Due to Adoption by CLST Holdings, Inc. of a “Poison Pill” Rights...
February 09 2009 - 9:00AM
Business Wire
Red Oak Fund, LP (�Red Oak�), a fund managed by Red Oak
Partners, LLC, announced today that it is terminating its
previously announced plan to commence a tender offer for shares of
common stock of CLST Holdings, Inc. (�CLHI�) in light of CLHI�s
announcement on Friday, February 6th that it adopted a �poison
pill� rights plan. �This hostile action by CLHI makes little sense
to us given our intent to conduct a friendly offer to shareholders
to provide a liquidity opportunity (in an otherwise illiquid
security) at a significant premium to prior and 30-day average
prices,� said David Sandberg, managing partner of Red Oak Partners,
LLC. Mr. Sandberg continued: �As the company is under a
shareholder-approved plan of dissolution, the adoption of this
poison pill causes us to question whether: a) the
shareholder-approved plan of dissolution is still in place; or b)
CLHI�s Board wants to abandon the plan approved by shareholders and
already in place. We are dismayed that they took this step without
even evaluating the terms of our intended offer which would have
been set forth in our offer documents. On Tuesday, February 3rd, we
received communication via email from CLHI indicating they would
like to discuss our plans, but on the call all they did was
indicate they would comply with their legal obligations and provide
a shareholder list. This seems to indicate to us that the Board�s
entrenching its position takes precedence over providing details of
an offer to shareholders and allowing shareholders to decide for
themselves, particularly when no such rights plan or provision was
in place prior to our announcement.�
�We question the purported excuse or rationale for this plan
about preserving net operating loss carryforwards in the company.
Since CLHI had previously adopted a plan to liquidate, it does not
appear to us that the net operating loss carry forward or NOL will
ever benefit the current shareholders. Virtually all companies
under shareholder-approved plans of dissolution have net losses
from operations, thus we think the market attaches little relevance
to tax loss carryforwards (NOLs) for such companies.� Mr. Sandberg
continued: �CLHI has included provisions in its poison pill which
seem directly intended to limit our tender offer. As large current
shareholders, we are concerned with the Board�s actions and
intentions.�
In light of the actions taken by CLHI in adopting its rights
plan, Red Oak is abandoning its previously announced plan to
commence a tender offer for CLHI shares. Mr. Sandberg stated, �we
are very disappointed that CLHI has seen fit to block a potential
source of liquidity for its shareholders.�
CLST (PK) (USOTC:CLHI)
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