Starboard Value LP Shows 6.13% Stake in Avid Technology (AVID), Nominates Three to Board
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In a 13D filing on Avid Technology, Inc. (NASDAQ: AVID), hedge fund Starboard Value LP disclosed a 6.13%, or 2,365,000 share, stake in the company. The firm delivered a letter to the Issuer nominating Jeffrey T. Binder, Peter A. Feld and Edward Terino for election to the Board at the 2012 Annual Meeting.
From the filing:
he Reporting Persons purchased the Shares based on the Reporting Persons’ belief that the Shares, when purchased, were undervalued and represented an attractive investment opportunity. Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of Shares at prices that would make the purchase or sale of Shares desirable, the Reporting Persons may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase or sale of Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable.
The Reporting Persons have engaged in discussions with management and the Board of the Issuer concerning certain matters, including the unusual timing of the deadline for providing notice of the nomination of directors at the Issuer’s 2012 annual meeting of shareholders (the “2012 Annual Meeting”). On December 16, 2011, the Issuer announced in a Form 8-K that the Issuer’s Board of Directors (the “Board”) has scheduled the 2012 Annual Meeting to be held on May 15, 2012. On October 19, 2011, the Board adopted amended and restated bylaws (the “New Bylaws”) that contained a set of shareholder-unfriendly provisions, including new advance notice provisions for shareholder nominations. Based upon the amended advance notice provisions in the New Bylaws, if an annual meeting is called for a date that is not within twenty-five (25) days before or after the anniversary date of the prior year's annual meeting, the nomination deadline is the close of business on the tenth (10th) day following the earlier of either the day on which the notice of the date of the annual meeting was mailed or public disclosure of the date of the annual meeting was made. The 2011 annual meeting of shareholders was held on June 10, 2011. The Reporting Persons note that the duration between the one-year anniversary of the 2011 Annual Meeting and the date scheduled by the Board for the 2012 Annual Meeting is exactly twenty-six (26) days. As such, nominations were due to be delivered to the Issuer on December 26, 2011, a national holiday for the observation of Christmas. If the Board had set the 2012 Annual Meeting for just one day later, or May 16, 2012, the Reporting Persons note that based upon the advance notice provisions, the nomination deadline would have been March 17, 2012.
On December 23, 2011, Starboard V&O Fund delivered a letter to the Issuer (the “Nomination Letter”) nominating Jeffrey T. Binder, Peter A. Feld and Edward Terino (the “Nominees”) for election to the Board at the 2012 Annual Meeting. The Reporting Persons intend to engage in discussions with management, the Board and shareholders of the Issuer regarding the nomination of directors at the 2012 Annual Meeting and the composition of the Issuer’s Board generally.
No Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon completion of any of the actions discussed herein. The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending on various factors including, without limitation, the Issuer’s financial position and investment strategy, the price levels of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, continuing to engage in communications with management and the Board of the Issuer concerning Board composition, engaging in discussions with shareholders of the Issuer and others about the Issuer and the Reporting Persons’ investment, including in connection with the solicitation of proxies for the election of directors at the 2012 Annual Meeting, making proposals to the Issuer concerning changes to the capitalization, ownership structure, board structure or operations of the Issuer, purchasing additional Shares, selling some or all of their Shares, engaging in short selling of or any hedging or similar transaction with respect to the Shares, or changing their intention with respect to any and all matters referred to in Item 4.
For more notable holders of Avid Technology, Inc. stock click here.
From the filing:
he Reporting Persons purchased the Shares based on the Reporting Persons’ belief that the Shares, when purchased, were undervalued and represented an attractive investment opportunity. Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of Shares at prices that would make the purchase or sale of Shares desirable, the Reporting Persons may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase or sale of Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable.
The Reporting Persons have engaged in discussions with management and the Board of the Issuer concerning certain matters, including the unusual timing of the deadline for providing notice of the nomination of directors at the Issuer’s 2012 annual meeting of shareholders (the “2012 Annual Meeting”). On December 16, 2011, the Issuer announced in a Form 8-K that the Issuer’s Board of Directors (the “Board”) has scheduled the 2012 Annual Meeting to be held on May 15, 2012. On October 19, 2011, the Board adopted amended and restated bylaws (the “New Bylaws”) that contained a set of shareholder-unfriendly provisions, including new advance notice provisions for shareholder nominations. Based upon the amended advance notice provisions in the New Bylaws, if an annual meeting is called for a date that is not within twenty-five (25) days before or after the anniversary date of the prior year's annual meeting, the nomination deadline is the close of business on the tenth (10th) day following the earlier of either the day on which the notice of the date of the annual meeting was mailed or public disclosure of the date of the annual meeting was made. The 2011 annual meeting of shareholders was held on June 10, 2011. The Reporting Persons note that the duration between the one-year anniversary of the 2011 Annual Meeting and the date scheduled by the Board for the 2012 Annual Meeting is exactly twenty-six (26) days. As such, nominations were due to be delivered to the Issuer on December 26, 2011, a national holiday for the observation of Christmas. If the Board had set the 2012 Annual Meeting for just one day later, or May 16, 2012, the Reporting Persons note that based upon the advance notice provisions, the nomination deadline would have been March 17, 2012.
On December 23, 2011, Starboard V&O Fund delivered a letter to the Issuer (the “Nomination Letter”) nominating Jeffrey T. Binder, Peter A. Feld and Edward Terino (the “Nominees”) for election to the Board at the 2012 Annual Meeting. The Reporting Persons intend to engage in discussions with management, the Board and shareholders of the Issuer regarding the nomination of directors at the 2012 Annual Meeting and the composition of the Issuer’s Board generally.
No Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon completion of any of the actions discussed herein. The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending on various factors including, without limitation, the Issuer’s financial position and investment strategy, the price levels of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, continuing to engage in communications with management and the Board of the Issuer concerning Board composition, engaging in discussions with shareholders of the Issuer and others about the Issuer and the Reporting Persons’ investment, including in connection with the solicitation of proxies for the election of directors at the 2012 Annual Meeting, making proposals to the Issuer concerning changes to the capitalization, ownership structure, board structure or operations of the Issuer, purchasing additional Shares, selling some or all of their Shares, engaging in short selling of or any hedging or similar transaction with respect to the Shares, or changing their intention with respect to any and all matters referred to in Item 4.
For more notable holders of Avid Technology, Inc. stock click here.
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