Palogic Value 'extremely encouraged' by B. Riley Financial's offer for Spok » 08:3803/2503/25/20
On behalf of Palogic…
On behalf of Palogic Value Fund, LP, a stockholder of approximately 800,000 shares, or 4.3% of the shares outstanding of SPOK Holdings (SPOK), Palogic Value Management, LP announced that it sent the following letter to the Board of Directors of SPOK prior to the market close on March 24. "To the Board of Directors: We are extremely encouraged by the unsolicited offer presented to the company from B. Riley Financial (RILY) dated March 16, 2020. In light of this proposal and our longstanding view that the company will never realize its full strategic value in the public markets, we request the board immediately announce the formation of a special committee to oversee a thorough and transparent sale process. We believe that the largest shareholder representative on the board should chair the newly formed strategic committee. The only conclusion to this process that we will support is a transaction to sell the company at the highest price received. We believe the B. Riley Financial proposal should serve as a floor, and we expect significant strategic interest to emerge once a full and transparent sale process commences. As an equity shareholder for over six years, we are convinced that fair value for shareholders will only be realized through the sale of the company to a strategic partner who provides the scale and scope needed to capitalize on the large investment the company has made into its software unit. Unfortunately, we have lost faith in the company's ability to maximize our investment on their own given declining corporate profitability and extremely limited visibility following years of significant software unit spend. We look forward to a timely and successful conclusion to the sale process."
Spok board unanimously rejects B. Riley's unsolicited proposal » 16:1803/2403/24/20
Spok Holdings (SPOK)…
Spok Holdings (SPOK) announced that its Board of Directors, after consultation with its financial and legal advisors, unanimously determined that the unsolicited and non-binding proposal from B. Riley Financial, Inc. (RILY) to acquire Spok for $12 per share in cash substantially undervalues Spok, and that pursuing this transaction at this time was not in the best interest of the Company and its shareholders. "The Board of Directors is confident in Spok's strategic direction and executive leadership, even as the capital markets and our healthcare customers are experiencing historic dislocations due to the COVID-19 national emergency," said Royce G. Yudkoff, Chairman of the Spok Board. "We have determined that this unsolicited, conditional and incomplete proposal from B. Riley grossly undervalues Spok. Now is not the time for Spok to pursue a sale or strategic transaction with B. Riley, given the disruptions to the debt and equity markets, strict restrictions on travel and the inability to conduct meaningful due diligence on any proposed transaction, and the significant distractions affecting private equity and potential strategic counterparties due to COVID-19, as well as the very recent launch of Spok Go and its broad market potential for critical in-hospital communications at a time when the nation's health care system is under extraordinary stress."
|Over a week ago|
Spok says board to evaluate B. Riley acquisition proposal » 17:0103/1703/17/20
Spok Holdings (SPOK)…
Spok Holdings (SPOK) announced that it has received a letter, and is aware of a public announcement, from B. Riley Financial, Inc. (RILY) regarding a proposal to acquire all of the outstanding shares of common stock of Spok for $12 per share in cash. Spok's Board of Directors intends to evaluate the letter in consultation with independent financial and legal advisors. There can be no assurance that the letter and public announcement will lead to a formal proposal, offer or agreement. At this time, Spok shareholders are not required to take any action.
B. Riley proposes to buy Spok Holdings for $12.00 per share » 08:3503/1703/17/20
B. Riley Financial (RILY)…
B. Riley Financial (RILY) announced it has sent the following letter to the Board of Directors of Spok Holdings (SPOK) on behalf of its subsidiary, B. Riley Capital Management. Bryant Riley stated, "On behalf of B. Riley Capital Management and certain of its affiliates, I am pleased to make this proposal to acquire all of the outstanding shares of common stock of SPOK Holdings for $12.00 per share. Our all cash proposal represents an approximate 39% premium over the current price for SPOK's common stock based on yesterday's close. B. Riley currently owns approximately 500,000 shares of the company, or approximately 2.6% of SPOK's total shares outstanding. Our parent organization, B. Riley Financial, is a publicly traded, diversified financial services company, operating a variety of businesses, including investment banking, brokerage, asset valuation and appraisal, management, disposition and advisory services. We have a long history of successfully closing on strategic acquisitions of public and private companies and returning significant value to their owners in the process. This includes our acquisition of three publicly traded companies - magicJack VocalTec Ltd. in 2018, FBR & Co. in 2017, and United Online, Inc. in 2016. In particular, our magicJack transaction demonstrates our ability to navigate the regulatory process required for acquisitions of companies with Federal Communications Commission licenses. B. Riley currently has a market capitalization of approximately $450 million and cash, net securities and other liquid assets of over $800 million and, accordingly, the proposed transaction would not be subject to a financing condition. After studying SPOK's businesses and strategy for creating equity value over the course of the last several years, we have concluded that its shareholders cannot realize a fair valuation within the confines of its current structure. Ultimately, SPOK is an undersized holding company with the costs and infrastructure of a much larger company servicing two dramatically different business units. In addition, the financial burden of being a public company is disproportionately detrimental to a company with SPOK's relatively small scale. We believe that B. Riley will offer a perfect strategic fit to harness and utilize the cash flow generated by the paging business, and investment and duration needed to maximize the value of software. Our scale and diversification allow us to be an excellent fit for both of these businesses. While this proposal is non-binding, given our knowledge of the company's assets and our work completed to date, we would require only limited due diligence to arrive at a definitive acquisition agreement. We would be willing to allow SPOK a customary go-shop and, as noted above, we have the capability to consummate the transaction without a financing contingency. Given our long history of successful acquisitions and the current environment, we believe that bringing this offer to the company's Board of Directors and its stockholders simultaneously is in the best interests of all constituencies. Nevertheless, we are prepared to immediately enter into negotiations with the company on the terms and conditions of a definitive agreement and we look forward to discussing our proposal with you in more detail."
B. Riley proposes to buy Spok Holdings for $12.00 per share 08:3203/1703/17/20
|Over a month ago|
Spok appoints CFO Michael Wallace as COO » 09:0301/0201/02/20
Spok Holdings announced…
Spok Holdings announced that CFO Michael Wallace has been appointed COO, effective immediately. Wallace will continue to report to Vincent Kelly, CEO. In his new role, Wallace will maintain his CFO responsibilities as well as continue formal responsibility for the services, support, maintenance and marketing organizations, which he had been managing for the majority of 2019.
|Over a quarter ago|
Spok appoints Matt Mesnik, MD as Chief Medical Officer » 09:0708/1908/19/19
Spok Holdings announced…
Spok Holdings announced the appointment of Matt Mesnik, MD, as Chief Medical Officer. In this role, Dr. Mesnik will be responsible for representing physicians' needs for communication software solutions that support provider efficiency and drive improvements in patient care.