Four deal stories and follow-ups around Philly this week:
Bentley Systems, an Exton-based construction software firm with $700 million in yearly sales, says it has “confidentially submitted a draft registration statement” with the Securities and Exchange Commission to list its Class B common shares on the stock market.
“The public listing is expected to take place after the SEC completes its review process, subject to market and other conditions,” according to the official statement. Founded in 1984, the firm employs 3,500 people and is owned by the five Bentley brothers. A company spokesperson didn’t return calls seeking comment.
Such share sales don’t always come off. Wawa Inc. faced a similar sale in 2004 when the McNeil family foundation sought to sell some shares acquired in the 1990s from one of the founding Wood family. But the Woods didn’t want to go public.
Shares of Sekisui House, the $22 billion (yearly sales) Japan-Australia-western U.S. homebuilding giant that is the target of a partly made-in-Philadelphia board-election challenge, fell 6.4 percent on Friday — more than double the drop in the Nikkei 225 index — after management announced it has “resolved to oppose” the insurgents.
Sekisui bosses, led by CEO Toshinori Abe, offered some concessions to governance-reform advocates, who are critical of top managers’ response to a $50 million fraud loss two years ago. The leaders proposed a mandatory retirement age of 70, a board “efficacy” review, additional independent directors (but not the U.S.-style independent majority that the insurgents demand), and increased stock-based compensation to align bosses’ compensation with investor profits.
Management also complained that the insurgents, including former chairman Isami Wada, the company’s two highest-ranking U.S.-based executives, and Pamela Fennell Jacobs, of Spouting Rock Asset Management in Bryn Mawr, are recommending “no specific management strategies” for improvement. Abe’s team also denied any “improper transactions" or “improper conduct."
“We now have the battle lines drawn,” said William Uchimoto, a Berwyn-based lawyer for the insurgent team. "It is unprecedented for a Japanese company to announce the slate this early,” he added, noting “key bad guys” including Abe are still on the company slate.
Uchimoto said his side took credit for forcing limited “reforms” by Sekisui House, but added that its proposal amounts only to “smoke and mirrors,” and said management is using asset sales to temporarily “juice” profits as future sales prospects decline. The vote is scheduled for April 23.
The Delaware Board of Trade Alternative Trading System (DBOT ATS) web site, which formerly listed daily penny-stock trades from more than a dozen customer firms, has stopped updating. The system is operated by Ideanomics Inc.'s Delaware Board of Trade, which has less than a year to go to repay the $3 million it borrowed from New Castle County to create the exchange.
"DBOT ATS shut trading down,” said Shawn Sloves, whose New York firm, Fundamental Interactions, built DBOT’s trading system and has sued DBOT to collect what it says are overdue payments. Sloves added that DBOT’s owner, Beijing- and New York-based Ideanomics, could end up "relaunching it in the future, selling it, or abandoning it.”
Ideanomics spokesperson Tony Sklar, who sits on the DBOT board, says the market’s prospects are good. “In fact, we are expanding and have been bringing on other exchange partners,” he emailed. “Let me know if you would like to set up an interview!”
But Ideanomics spokesperson Jessica Lee wrote back that she and other staffers were currently too busy to explain. Instead, she invited me or anyone interested in the market’s future to a DBOT promotional event at Ideanomics’ office in New York, on March 26. Before that, the company is scheduled to report earnings March 16.
AdaptHealth Corp. of Plymouth Meeting has bought yet another regional home-medical equipment provider. This time it’s Healthline Medical Equipment Inc., a 22-year-old company, with 13 centers in the Fort Worth and Austin, Texas, areas.
Its previous acquisition, Advanced Home Care, an $83 million (yearly sales) firm active in Virginia, Georgia, the Carolinas, and Tennessee, was completed last week. Boss Dewayne Andrus and his team will keep running Healthline under its current brand, as will Advanced CEO Joel Mills and his team.