Spinoff Odds & Ends: Dan Loeb & Baxter International, Barnes & Noble

A few links for a rain soaked Friday:

  1. Baxalta (BXLT) is getting a lot of attention in the press and this blog due to Shire’s(SHPG) hostile approach, but things haven’t been so quiet at parent Baxter International (BAX) either. Shortly after the spinoff, Dan Loeb’s Third Point unveiled a massive stake (close to 10%) in the healthcare product company. While Mr. Loeb is known for his sharp letters, interestingly, this time he was pretty tame although he attacked the ‘archaic’ board structure. The company and the fund reached an agreement earlier this week placing one of Third Point’s partners, Munib Islam, on the board and agreed to add one other mutually agreeable director as well. Mr. Islam will be on the executive search committee so he will have a strong say on the next CEO. The deal also includes a standstill agreement (capping the amount of Third Point’s stake at 13% and some other commitments) and also includes contemplation of making the company’s board more shareholder friendly by moving towards annual elections. Maybe being cordial isn’t such a bad tactic for activists…
  2. Barnes & Noble (BKS) spun off its education business, Barnes & Noble Education (BNED), this summer, but both spinoff and buyout rumors had circled the company for years. Apparently, one of those buyouts wasn’t so kosher as the SEC had accused G Asset Management of artificially inflating the share price with a fake takeover offer.  The two parties recently reached a settlement which included the return of some cash, a censure of the firm and the G’s head Michael Glickstein being barred from the securities industry for 5 years. The firm, once one of BKS’ largest shareholders, had also pushed for a Nook spinoff and it seems they probably should have stopped there.

Disclosure: Author holds no position in any stock mentioned.