Mysterious Filing Outlines Potential IDT Takeover Proposal
13 Aprile 2016 - 1:20AM
Dow Jones News
Chip maker Integrated Device Technology was the subject of a
mysterious regulatory filing Tuesday, submitted by individuals
claiming to own a chunk of the company and looking to buy the rest
of it at a steep premium.
The filing said it was submitted by a group of seven investors,
six Chinese and one Pakistani, led by Liblin Sun. It listed
ownership amounts that represent 5% of shares outstanding, with
Liblin Sun said to own 4.4%. The filing included a takeover
proposal valuing IDT at $32 a share, or $4.32 billion—a 65% premium
to where the stock closed Monday. The stock hasn't traded near that
level since 2001.
Immediately following news of the filing, IDT's stock jumped as
much as 23%. Amid speculation that the filing might not be genuine,
the stock pared its gain to close up 5% at $20.22.
Both the San Jose, Calif., company and the Securities and
Exchange Commission declined to comment on the filing. Attempts to
reach individuals named on the filing didn't result in confirmation
of a takeover offer.
BlackRock and Vanguard, the two biggest investors in IDT, also
declined to comment.
Before Tuesday, the consortium had never made a filing with the
SEC on IDT or on any other company. A second filing followed the
first, amending the purported holding of a purported investor by
the name of Neuman Aly. The amendment stated Mr. Aly, the
Pakistani, had sold 185,000 call options on Tuesday for a total of
$477,740.
"It certainly is sketchy," said Wedbush Securities analyst Betsy
Van Hees, who called the filing one of the most unique she has ever
seen. "There are a lot of things that are very odd and don't add up
and make sense," she said, such as the fact that the reported
address of Mr. Aly appears to be a dilapidated building in
Portland, Ore., and that the initial filing listed his purported
options stake as common stock. Owners of common stock have voting
rights, whereas those with options don't. "A lawyer wouldn't get
that wrong," said Ms. Van Hees.
The SEC previously has said it is examining whether it should
make changes to its public securities filing system, known as
Edgar, following a spate of fake filings that have included a bogus
takeover offer for Avon Products Inc. in June and fraudulent
filings in September claiming that Berkshire Hathaway Co. owned at
least 10% stakes in both Kraft Heinz Co. and Phillips 66.
Fraudulent filings underscore a weakness in the filing system.
It is possible to set up a fake account and make fraudulent filings
directly to a legitimate firm's cache of disclosures. To make
filings, one only needs to provide Edgar with a street address and
a document signed by a notary, according to an Edgar user's manual
published by the SEC. The manual warns that intentionally making
false filings is a federal crime.
Companies make thousands of SEC filings a day, most of them
routine. Third parties such as shareholders and insiders are
allowed to file directly to a company's Edgar feed, a system set up
to promote maximum disclosure.
If the takeover offer for IDT turns out to be valid, Ms. Van
Hees said it is unlikely to be approved by IDT's board, given
regulatory hurdles that make sealing deals with Chinese investors
more difficult. For example, Ms. Van Hees pointed out that
Fairchild Semiconductor International Inc., the subject of a
bidding war between rival ON Semiconductor Corp. and a Chinese
investor group, ultimately opted to tie up with ON despite a lower
bid price.
Write to Lisa Beilfuss at lisa.beilfuss@wsj.com
(END) Dow Jones Newswires
April 12, 2016 19:05 ET (23:05 GMT)
Copyright (c) 2016 Dow Jones & Company, Inc.
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