MathStar Board Rejects Third Merger Offer

May.21.09 | About: Sajan, Inc. (SAJA)

MathStar Inc’s (NYSEARCA:MATH) board has rejected the $1.04 per share cash merger offer from PureChoice, Inc. because “the $1.04 per share price is less than the liquidation value of MathStar, including the value from any technology sale, and, in the Merger, MathStar’s shareholders would derive no value from MathStar’s net operating loss carryforwards.”

We’ve been following MATH since December last year (see our post archive here) when it was trading at $0.68. We initiated the position because MATH was trading below its net cash value and had two substantial stockholders lobbying management to liquidate. The stock is up 48.5% to $1.01 yesterday, giving it a market capitalization of $9.3M. We estimate MATH’s liquidation value to be around $12.0M or $1.31 per share. That value is predominantly cash and short term investments and doesn’t take into account any further value that the sale of the FPOA technology and intellectual property may yield. The two activist investors, Mr. Zachary McAdoo of The Zanett Group and Mr. Salvatore Muoio of S. Muoio & Co., have been urging MATH’s board to consider liquidation rather than a merger. MATH’s board seems to agree, twice rejecting PureChoice, Inc’s previous unsolicited merger proposals and now rejecting PureChoice, Inc for a third time, suspending the company’s operations and exploring “strategic alternatives, which could include merger, acquisition, increasing operations in another structure or liquidation.”

The press release from MATH is below:

On May 11, 2009, MathStar, Inc. received a letter containing an unsolicited proposal by PureChoice, Inc. (“PCI”) to enter into a merger transaction with MathStar (the “Merger”). As proposed by PCI, MathStar’s stockholders would receive cash consideration of $1.04 per share in the Merger for all of their MathStar shares.

MathStar’s Board considered and analyzed PCI’s Merger proposal. It concluded that PCI’s proposal was not acceptable because, among other reasons, the $1.04 per share price is less than the liquidation value of MathStar, including the value from any technology sale, and, in the Merger, MathStar’s shareholders would derive no value from MathStar’s net operating loss carryforwards. Thus, the Board rejected PCI’s Merger proposal as not being in the best interests of MathStar’s stockholders. The Board will continue to pursue strategic alternatives.

We said on the filing of the letter to MATH that we thought that, to be successful, any merger offer would, at the minimum, need to be pitched at MATH’s liquidation value (which we estimated at $12.0M or $1.31 per share). Hopefully PureChoice, Inc. will return with a genuine bid that reflects this value.

Full Disclosure: We do not have a holding in MATH. This is neither a recommendation to buy or sell any securities. All information provided believed to be reliable and presented for information purposes only. Do your own research before investing in any security.