PDH - Premier Diversified Holdings Inc.

[OracleofCarolina]

anyone notice that PDH reported results today?

[ourkid8]

Care to share them?

 

anyone notice that PDH reported results today?

[OracleofCarolina]

Care to share them?

 

anyone notice that PDH reported results today?

 

They are on sedar.com  I can't put the PDF on here right now , technical problems

[Crip1]

Financials.

 

 

-Crip

PDH_2015.Mar.31_Financials.pdf

[Crip1]

MD&A

PDH_2015.Mar.31_-_MDA.pdf

[watsa_is_a_randian_hero]

Has anyone found a way to trade this through interactive brokers yet?  I know they do not do the CNX or the US "grey market".  I guess PRDG.F must be "grey".

[Zorrofan]

MD&A

 

thanks for posting this, i didn't relalize this was out!

 

cheers

Zorro

[redhots]

PDH is buying 14,506,00 shares (~17%) of Russell Breweries from MPIC and G. Andrew Cooke.  Total value is $1,218,504. 

 

PDH is issuing 5,802,400 shares for purchase and is paying a pretty significant price premium (68%).  PDH shares at $.21 and Russell Shares at $.05.  PDH value  $1,218,504 and Russell value at  $725,300.

 

 

 

 

 

pdh-russell.pdf

[constructive]

I understand PDH wanting to use their shares as currency to make an acquisition. But they shouldn't have to pay such a large premium to market price, especially for a non arms length transaction.

[Zorrofan]

I'm curious as to why such a large premium was required in this non-arm's length transaction. any thoughts??

 

cheers

Zorro

[Hawks]

PDH offering to buy 51% of Russell Brewing today.

[TwoCitiesCapital]

PDH offering to buy 51% of Russell Brewing today.

 

Been looking at buying Russell Brewing today to get more shares of PDH at a discount since the stock hasn't budged (obviously not liquid), but IB wants to charge an insane commission of $50+ on the trade. I'm in the U.S. and the pink sheets shares don't appear to trade. Anyone have any suggestions?

[gfp]

When I pulled Russell up on IB there was no ask.  Are you seeing shares for sale?

 

 

PDH offering to buy 51% of Russell Brewing today.

 

Been looking at buying Russell Brewing today to get more shares of PDH at a discount since the stock hasn't budged (obviously not liquid), but IB wants to charge an insane commission of $50+ on the trade. I'm in the U.S. and the pink sheets shares don't appear to trade. Anyone have any suggestions?

[Hawks]

Believe shares are halted. no trading.

 

[OracleofCarolina]

http://www.winnipegfreepress.com/business/investor-makes-pitch-for-russell-breweries-310250391.html

 

Some comments from Mr. Parsad

[Crip1]

 

According to Google Finance, PDH is Privately held. Shouldn't someone have told the shareholders? :)

 

 

-Crip

 

 

 

[TwoCitiesCapital]

I understand PDH wanting to use their shares as currency to make an acquisition. But they shouldn't have to pay such a large premium to market price, especially for a non arms length transaction.

 

Also, my guess is because it's an illiquid and there's no other reasonable way in which PDH could tender a control position. The price paid had to be weighed against the likelihood of getting enough people to tender to gain control over an additional 34% of the company for a total of 51%. Control is worth something.

 

That means you have to make the price high enough that 1/3 of current shareholders are willing to walk away, since a voluntary tender is the only way you're going to get 51% of the company. Let's have a thought exercise - what premium do you think would have been high enough to guarantee 1/3 of shareholders would sell to you?

[bizaro86]

I understand PDH wanting to use their shares as currency to make an acquisition. But they shouldn't have to pay such a large premium to market price, especially for a non arms length transaction.

 

Also, my guess is because it's an illiquid and there's no other reasonable way in which PDH could tender a control position. The price paid had to be weighed against the likelihood of getting enough people to tender to gain control over an additional 34% of the company for a total of 51%. Control is worth something.

 

That means you have to make the price high enough that 1/3 of current shareholders are willing to walk away, since a voluntary tender is the only way you're going to get 51% of the company. Let's have a thought exercise - what premium do you think would have been high enough to guarantee 1/3 of shareholders would sell to you?

 

This is especially true as there will be some investors that can't take/don't want an illiquid CNSX listed security.

 

Personally, I hope Parsad and co stay on the CNSX, as it's cheaper and feels closer to "private" to me. Basically the same reasons BRK was OTC for so long.

 

[TwoCitiesCapital]

I understand PDH wanting to use their shares as currency to make an acquisition. But they shouldn't have to pay such a large premium to market price, especially for a non arms length transaction.

 

Also, my guess is because it's an illiquid and there's no other reasonable way in which PDH could tender a control position. The price paid had to be weighed against the likelihood of getting enough people to tender to gain control over an additional 34% of the company for a total of 51%. Control is worth something.

 

That means you have to make the price high enough that 1/3 of current shareholders are willing to walk away, since a voluntary tender is the only way you're going to get 51% of the company. Let's have a thought exercise - what premium do you think would have been high enough to guarantee 1/3 of shareholders would sell to you?

 

This is especially true as there will be some investors that can't take/don't want an illiquid CNSX listed security.

 

Personally, I hope Parsad and co stay on the CNSX, as it's cheaper and feels closer to "private" to me. Basically the same reasons BRK was OTC for so long.

 

I'll second that. I don't mind a few years of acquiring an illiquid stock before anyone figures it out and starts purchasing it as well. I just need their targets to be more liquid :)

 

Couldn't get any RB shares to tender without having to fork over insane commissions to IB ($50+ for a trade). I guess I'll just be buying PDH straight up if I want it.

[hillfronter83]

I understand PDH wanting to use their shares as currency to make an acquisition. But they shouldn't have to pay such a large premium to market price, especially for a non arms length transaction.

 

Also, my guess is because it's an illiquid and there's no other reasonable way in which PDH could tender a control position. The price paid had to be weighed against the likelihood of getting enough people to tender to gain control over an additional 34% of the company for a total of 51%. Control is worth something.

 

That means you have to make the price high enough that 1/3 of current shareholders are willing to walk away, since a voluntary tender is the only way you're going to get 51% of the company. Let's have a thought exercise - what premium do you think would have been high enough to guarantee 1/3 of shareholders would sell to you?

 

This is especially true as there will be some investors that can't take/don't want an illiquid CNSX listed security.

 

Personally, I hope Parsad and co stay on the CNSX, as it's cheaper and feels closer to "private" to me. Basically the same reasons BRK was OTC for so long.

 

I'll second that. I don't mind a few years of acquiring an illiquid stock before anyone figures it out and starts purchasing it as well. I just need their targets to be more liquid :)

 

Couldn't get any RB shares to tender without having to fork over insane commissions to IB ($50+ for a trade). I guess I'll just be buying PDH straight up if I want it.

 

Can anyone buy PDH in IB? The stock is not available from IB to me.

[bizaro86]

Does anyone have any thoughts on whether this is likely to go through? It seems like a potentially win-win to me, as Premier makes an accretive acquisition and Russell shareholders get a premium. That being said, the conversation on microcapclub is pretty negative about this offer. The position seems to be that Russell is still very undervalued and the at the current exchange offer PDH would be buying it on the cheap.

 

I haven't seen any filings yet, any idea on whether this would be contingent on getting to 51% or would PDH take what they can get?

[constructive]

I understand PDH wanting to use their shares as currency to make an acquisition. But they shouldn't have to pay such a large premium to market price, especially for a non arms length transaction.

 

Also, my guess is because it's an illiquid and there's no other reasonable way in which PDH could tender a control position. The price paid had to be weighed against the likelihood of getting enough people to tender to gain control over an additional 34% of the company for a total of 51%. Control is worth something.

 

That means you have to make the price high enough that 1/3 of current shareholders are willing to walk away, since a voluntary tender is the only way you're going to get 51% of the company. Let's have a thought exercise - what premium do you think would have been high enough to guarantee 1/3 of shareholders would sell to you?

 

You're talking about a different transaction. The tender offer was at a lower premium than the related party transaction. As far as I can tell there is no justification for that.

[bizaro86]

I understand PDH wanting to use their shares as currency to make an acquisition. But they shouldn't have to pay such a large premium to market price, especially for a non arms length transaction.

 

Also, my guess is because it's an illiquid and there's no other reasonable way in which PDH could tender a control position. The price paid had to be weighed against the likelihood of getting enough people to tender to gain control over an additional 34% of the company for a total of 51%. Control is worth something.

 

That means you have to make the price high enough that 1/3 of current shareholders are willing to walk away, since a voluntary tender is the only way you're going to get 51% of the company. Let's have a thought exercise - what premium do you think would have been high enough to guarantee 1/3 of shareholders would sell to you?

 

You're talking about a different transaction. The tender offer was at a lower premium than the related party transaction. As far as I can tell there is no justification for that.

 

Aren't they both 2.5 PDH for every RB share?

[Parsad]

I understand PDH wanting to use their shares as currency to make an acquisition. But they shouldn't have to pay such a large premium to market price, especially for a non arms length transaction.

 

Also, my guess is because it's an illiquid and there's no other reasonable way in which PDH could tender a control position. The price paid had to be weighed against the likelihood of getting enough people to tender to gain control over an additional 34% of the company for a total of 51%. Control is worth something.

 

That means you have to make the price high enough that 1/3 of current shareholders are willing to walk away, since a voluntary tender is the only way you're going to get 51% of the company. Let's have a thought exercise - what premium do you think would have been high enough to guarantee 1/3 of shareholders would sell to you?

 

You're talking about a different transaction. The tender offer was at a lower premium than the related party transaction. As far as I can tell there is no justification for that.

 

The offer is identical!  Absolutely no difference.  1 share of Premier for 2.5 shares of Russell.

 

We had to do our purchase agreement first so that we could use an exemption from U.S. securities requirements...even though Russell is a Canadian company.  We could not proceed the other way.  Cheers! 

[constructive]

The offer is identical!  Absolutely no difference.  1 share of Premier for 2.5 shares of Russell.

 

We had to do our purchase agreement first so that we could use an exemption from U.S. securities requirements...even though Russell is a Canadian company.  We could not proceed the other way.  Cheers!

 

The exchange rate was the same but the price premium was significantly different since the prices moved between the two transactions.

 

You can make the argument that RB is so illiquid that the price premium is irrelevant. I was skeptical of the premium in the original transaction, but you're right that being on the same terms as the public transaction counts in its favor.