What had been a behind-the-scenes battle for control of discount ticket seller Tix Corp. spilled out into the open last week after the company’s largest shareholder revealed its acquisition offer.
News of the offer sent shares surging more than 43 percent to $1.92, a new 52-week high. Shares closed April 6 at $1.75, a 31 percent increase that represented the second largest one-week gain among the 200 stocks in the LABJ Index.
Brentwood investment firm Baker Street Capital LP, which owns 22 percent of the company’s shares, had proposed in a March 30 letter to the board to buy all outstanding shares for $2.10 each, which represented a 57 percent premium over the closing price that day. The firm said it was seeking to buy the “substantially undervalued” Studio City company to prevent a possible management-led buyout.
“We are deeply troubled by indications we have that it may be management’s intention to take the company private at a small premium to the current depressed value, thereby purchasing the company for less than full value and short-changing its shareholders,” said Vadim Perelman, Baker Street’s managing partner, in the letter.
Perelman also decried the “inherent conflict of interest” of Mitchell Francis, who serves as chief executive and chairman, negotiating on behalf of management to acquire the company.
Steve Handy, chief financial officer for Tix, said management “is not considering a buyout at this time,” but declined to comment on whether negotiations had taken place.
Francis did not respond to requests for comment.
Baker Street disclosed its offer last week after Tix adopted a shareholder rights plan, or poison pill, without disclosing the firm’s acquisition offer. The Tix board then formed a special committee of independent directors, which is reviewing Baker Street’s offer.
Perelman declined to discuss the situation other than to say, “We hope the board does the right thing.”
Tix, which specializes in discount tickets for Las Vegas shows, has struggled through the downturn. The company lost money each of the last four years, with the largest amount, $35 million, coming in 2008. In December, the company sold its underperforming live entertainment division to management.
After its stock price fell below $1 per share last summer, the company could not meet the Nasdaq stock exchange’s listing requirements and was forced to move to the Pink Sheets in October.
Baker Street is a deep-value investor that holds stock in companies with very low valuation measures. It started buying Tix shares last year. The firm, founded by Perelman in September 2009, also holds a stake in ticketing company Hollywood Media Corp. in Boca Raton, Fla.
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