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Discovery Group LLC's offer for wireless technology company Tessco Technologies Inc. (NASDAQ:TESS) appears to be a thinly veiled attempt to press for a sale to another buyer.
Chicago-based Discovery, Tessco's largest outside shareholder with 13.8%, in a Sept. 22 letter to its board offered to acquire the Hunt Valley, Md., company for $15.50 a share, or about $114.7 million -- an offer that Discovery likely hopes Tessco will refuse.
The activist hedge fund, which does not have a history of executing acquisitions, has pressed Tessco to seek out a strategic buyer for more than two years to no avail. By lobbing its own bid, Discovery could pressure Tessco's board to launch a strategic review and consider other offers.
"Now the company is on the defensive and has to prove that its value is worth more than $15.50," said Damien Park, president of Hedge Fund Solutions LLC. "The onus is on the board now to examine all of the best alternatives and other buyers."
Park speculated that Discovery's "first move" might be to try to fix up Tessco with another buyer and if an auction doesn't yield a higher bid, potentially to take Tessco out on its own and flip it in the relative near term. "They are willing to buy, but it sounds as though they'd prefer the company to examine a sale for a possible higher price."
He added, "I suspect that Discovery has lined up a number of qualified and interested buyers."
Discovery managing partner Daniel Donoghue declined to comment.
Discovery's letter encourages Tessco to shop itself around, stating, "we are not seeking exclusivity during this acquisition process." It added, "before the board forms any conclusion as the adequacy of our proposal, it will likely feel compelled to hire an investment banker to conduct a formal market check to verify whether there are any potential offers."
At the outset of its long drawn-out fight to press for a sale and abolish Tessco's poison pill, Discovery said in a July 2008 letter that an acquisition by a "larger strategic suitor" could alleviate the company's "struggles to achieve industry standard profitability" and attract institutional investors.
So who might trump Discovery's bid? The firm might be able to persuade larger wireless competitor Brightpoint Inc. (NASDAQ:CELL) to make a move. It's been more than two years since Plainfield, Ind.-based Brightpoint sold back its 9% Tessco stake and agreed not to go after Tessco or any of its assets for at a least a year -- a move Discovery called defensive on Tessco's part.
Discovery is no stranger to agitating for deals. In April 2009, it urged business software company SumTotal Systems Inc. to sell after its largest stakeholder, San Francisco private equity firm Vista Equity Partners LLC, made a $3.25 per share bid. After a bidding war with Accel-KKR, Vista agreed to acquire the Mountainview, Calif., company for $4.85 per share, or about $160 million.
Discovery has also sparked deals "outside of the public domain," Park said, adding the firm has a history of lining up buyers with sellers behind closed doors. He did not provide examples.
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