Posts By: Luke Elliott

Luke Elliott January 17, 2020

AdvanSource Biomaterials Corp. (OTC: ASNB) – An Attractive Microcap Arbitrage Opportunity With Limited Risk

17 Jan 2020

Quote: $0.18/share    

AdvanSource Biomaterials designs and manufacturers materials used in medical applications. They primarily make polyurethane materials that are used in long and short-term implants and disposable products (plastics).  The business has been around for 20 years but neither the history of the business nor what they do make much difference to the investment case.

On November 25, 2019, AdvanSource announced that they had entered into an agreement to sell all of their assets to a subsidiary of Mitsubishi Chemical Corporation for $7.25 million in cash- which AdvanSource stated should translate into approximately $0.20/share. If the deal closes and management’s calculations prove to be accurate, it will provide an absolute return of ~11% (or higher if you can get in below $0.18/share). The company expects the transaction to close in Q1 2020. This is not a long holding period and obviously produces a much higher annualized return. (https://www.otcmarkets.com/stock/ASNB/news/AdvanSource-Biomaterials-Corporation-Enters-Into-a-Definitive-Agreement-to-Sell-Substantially-All-of-Its-Assets-to-a-Sub?id=247497)

I stay away from most arbitrage situation. However, I like this one for a few reasons:

  1. It provides a 10%+ return on an absolute basis (most arbitrage situations I read about provide a low absolute return, but the author is always promoting the high figure on an annualized basis).
  2. It’s a nice “tuck-in” acquisition of a tiny company by a much larger corporation and therefore, has much lower (virtually none) risks of government intervention due to antitrust laws in the US or abroad, push-back from acquirer shareholders, etc.
  3. It has already been unanimously approved by the Board and insiders own ~30% of shares outstanding. The company’s largest shareholder is the CEO who owns ~13%.

What’s the downside?

On January 21, 2020 (this coming Tuesday), shareholders will vote on the deal (only shareholders of record Dec. 10, 2019 can vote). Prior to the deal announcement, the stock was trading at around $0.12/share (33% lower than current price) and if for some reason the deal is not approved, it’s likely it will trade lower. On a valuation basis, paying the current price of $0.18/share is paying a ~6x EBIT (based on their last 10Q from Sept. 30 2019 and using TTM numbers) but please note these figures are cherry picked and 2019 was their most profitable year in the last several.   

Why does the opportunity exist?

Most arbitrage opportunities have smaller spreads. I think the ASNB spread exists for two reasons.
1) the average daily volume is only $8,800 (however, the last three days the volume has been much higher- 24K, 16K, 51K, so there is some variability) and so it is only suitable for small, private investors.
2) Related to reason #1, this is an OTC stock that trades for less than a quarter and has very few eyes on it. It’s extremely unknown and undiscovered compared to most deals.

Disclosure: I own shares of ASNB…

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Luke Elliott October 9, 2018

DHI Group (NYSE: DHX)

This will be short and sweet.

DHI Group (NYSE: DHX) is the parent company of subsidiaries that are engaged in online career sites and services. Think indeed.com or monster.com. Their major platforms (assets) are Dice.com, ClearanceJobs.com, and efinancialcareers.com. The sites are more targeted to specific groups than their larger competitors with dice.com being geared towards technology/software professionals and the other two, I’m sure you can guess.

The company’s performance over the last decade has been less than stellar. Ten years ago today, the stock price was at $6.40/share. It reached a peak of $18.75/share in 2011 and has since, steadily tumbled to its $1.85/share price today (all while the job market has boomed and their competitors have grown larger). Naturally, this has drawn the attention of activists.

Most recently, on May 25, 2018, TCS Capital Management filed a 13D, announcing that they had purchased 9.7% of the total shares. On August 23,2018, they released a scathing Letter to the Board, reprimanding them for the usual: terrible performance compared to S&P and peers, bad strategy, enriching themselves at the cost of long-time shareholders, low insider ownership etc. etc.. However, the interesting part is that they publicly disclosed that they were prepared to buy the Company for $2.50/share in cash (a 25% premium to the $2.00/share closing price the day before the press release). TCS closed with the ultimatum that if they didn’t accept, they’d start a proxy battle next year (2019) to campaign for seats. They closed the letter telling the company to respond to the offer by September 5, 2018.   

DHI’s response the next day- “The Board and Management, consistent with their fiduciary duties, plan to fully explore and respond to TCS’ new proposal.  The Board and Management are committed to acting in the best interests of the Company and its shareholders and will continue to explore any opportunity to enhance shareholder value. In its review and discussions with TCS, the Company is being advised by Paul, Weiss, Rifkind, Wharton & Garrison LLP, Evercore and Arbor Advisory Group.”

The price moved up to $2.40 in the following days.

Since, no word from either side. The September 5 date has passed, and the price has moved down to $1.85/share.

Maybe there’s an expensive 2019 proxy battle on the horizon, but then again, the company is definitely worth $2.50/share to a private buyer (and probably more since they wouldn’t make an offer they thought was a bad bargain). In other words, the $2.50 price tag probably has some margin of safety baked in. At some point, there will be an update on the review and discussions.  

May 2019 Call options are available for those interested.

Disclosure: I hold no position

https://www.sec.gov/Archives/edgar/data/1167167/000092189518001829/sc13d10608004_05242018.htm
https://www.sec.gov/Archives/edgar/data/1167167/000092189518002471/ex991to13da110608004_082318.htm
https://www.sec.gov/Archives/edgar/data/1393883/000095014218001796/eh1801013_ex9901.htm

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