Monday, 18 April 2016

Update on Arotech (ARTX)

In the last edition of The Financial Passage Maker I presented a letter by Ephriam Fields, an activist investor.  It was addressed to the Directors of Arotech and dated February 23, 2016.
https://www.accesswire.com/436975/Ephraim-Fields-Criticizes-Recent-Arotech-Financing

Fields made the following points:
  • Criticizes selling 5.7% stake at below market prices to "friendly" shareholder
  • Criticizes failure to mention Consulting and Voting Agreements in press release
  • Questions Board entrenchment nature of the financing
  • Believes effective sale price significantly below $1.99 per share
  • Questions need to pay up to $375,000 in "consulting fees"
  • Pleased with the addition of Jon Kutler to the Board
The letter concluded:


ARTX shareholders deserve a Board that is committed to acting in the best interests of all shareholders, and we firmly believe that electing our nominees is in the best interests of ARTX's shareholders, employees, customers and other stakeholders, because it will bring fresh insights to help address the prolonged underperformance.

On March 28, 2016 it was announced that the proxy contest had been settled.

Under terms of the Agreement, Mr. Lawrence F. Hagenbuch, a nominee on Mr. Fields's proposed slate of directors, has joined Arotech's Board as a Class II director, and has been appointed to Arotech's Compensation, Nominating, and Executive and Finance Committees. In order to make room for Mr. Hagenbuch, Dr. Jay M. Eastman has stepped down from the Board. As part of the Agreement, Arotech and Admiralty Partners, Inc. will shorten their voting agreement by one year. Additionally, Mr. Fields will withdraw his slate of director nominees and will vote for the election of the slate of directors that will be nominated by Arotech at the 2016 Annual Meeting of Stockholders.
http://www.arotech.com/news/news-center/detail/1738/arotech-and-ephraim-fields-of-echo-lake-capital-settle

The market has responded positively.


It will be interesting to follow the progress of this company.  On two occasions, I have invested in companies that were later shaken up by activist investors.  The results were positive in both instances.  I got lucky.

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