whytestocks
7年前
News: $NHLD National Holdings Corporation Reports Financial Results for the 2019 Fiscal Fourth Quarter and 2019 Fiscal Year
NEW YORK, Dec. 31, 2019 (GLOBE NEWSWIRE) -- National Holdings Corporation (NASDAQ: NHLD) (“National” or the “Company”), a leading full service independent brokerage, investment banking, trading and asset management firm providing diverse services including tax pr...
Find out more NHLD - National Holdings Corporation Reports Financial Results for the 2019 Fiscal Fourth Quarter and 2019 Fiscal Year
glass99
9年前
Be careful $NHLD only earned about 2 cents.
NHLD says they earned 41 cents this quarter, but when adjusted for the Change in fair value of warrants issuable (33 cents), and income tax benefit (5 cents), it leaves 2 to 3 cents.
It looks like one or two buyers of 200,000 shares between 2:30 and 3:00 p.m. pushed this very thinly traded stock up 25%.
If you try to sell now, you may get out with a small loss. Otherwise, you will be stuck for a while as others who have been trying to sell the stock for awhile send the stock lower. The stock is now selling for 2.86. SELL NOW!
I told myself I would not post anymore, but I saw a few "buyers" who could use the information.
illegal_alias
10年前
Form 8 - Merger
Item 1.01. Entry into a Material Definitive Agreement.
Merger Agreement
On April 27, 2016, Fortress Biotech, Inc. (“Fortress”), FBIO Acquisition, Inc., a Delaware corporation and wholly owned subsidiary of Fortress (“Acquisition Sub”), and National Holdings Corporation, a Delaware corporation (“NHLD”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) providing for the acquisition of NHLD by Acquisition Sub.
Pursuant to the Merger Agreement, and upon the terms and subject to the conditions described therein, Fortress has agreed to cause Acquisition Sub to commence a tender offer (the “Offer”) as promptly as practicable and in no event later than 30 days after the date the Financial Industry Regulatory Authority (“FINRA”) declares the application required under NASD Rule 1017 regarding the potential change of control of the broker-dealer subsidiaries of NHLD as substantially complete, for all of the issued and outstanding shares of NHLD’s common stock, par value $0.02 per share (the “Shares”), at a purchase price of $3.25 per share in cash, net to the seller in cash but subject to any required withholding of taxes (the “Offer Price”).
glass99
10年前
June-30-2016: FINAL DAY for Goldwasser and Fagenson????
Hope springs eternal for the imminent merger announcement.
http://www.sec.gov/Archives/edgar/data/1023844/000102384416000014/docs-1482180xv2xnational_h.htm
On March 25, 2016, the Board of Directors of the Company approved an amendment (the “Goldwasser Amendment”) to Mark Goldwasser’s Employment Agreement, dated as of July 1, 2008, as amended (the “Goldwasser Agreement”). Pursuant to the Goldwasser Amendment, among other things, the term of the Goldwasser Agreement will end on June 30, 2016, following which the term of the Goldwasser Agreement may be extended for successive 30 day periods on the terms set forth therein. The Goldwasser Amendment does not alter any of the other material terms of the Goldwasser Agreement (including terms relating to the $400,000 severance). The foregoing summary of the Goldwasser Amendment is qualified in its entirety by reference to the full text of the Goldwasser Amendment, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K, and is incorporated herein by reference.
glass99
10年前
Goldwasser's final day at NHLD is Thursday, March-31-2016.
By Friday, National Holding's President, Mark Goldwasser, will no longer be eligible for a $400,000 severance payment, provided NHLD does not extended his employment agreement for an additional 30 day period.
On March 21, 2016, National Holding's Chief Executive Officer, Robert Faganson, extended his employment agreement through June 30, 2016. Prior to last week, Faganson's employment had been extended multiple times for an additional 30 days during the first quarter of 2016.
glass99
10年前
Sale of National Holdings—Merger Discussion (Update 2)
On January 15, 2016, the first Merger Discussion Update (post #219) stated, "a Merger Agreement [should occur] in about a month or so."
As you read this second update, please keep in mind that National Holdings does NOT have a permanent CEO or President. Fagenson's employment agreement has now ended and may be extended only 30 days at a time. Goldwasser's employment agreement ends in 29 days, and it too may be extended only 30 days at a time. Also, remember that NHLD is no longer obligated to share any information with any of its "other potential interested parties" because there is no exclusivity agreement.
On February 29, 2016 NHLD said, "National and certain companies affiliated with officers and directors of CB Pharma continue to engage in discussions with respect to a business combination, [but not the blank check company, CB Pharma (CB), itself]. No assurances can be made at this time that such discussions, or discussions with any other potential interested parties, will result in an agreement as to a business combination."
Based on the Fairness Opinion prepared by NHLD's outside advisor, CB's original offer of $3.25 per share was not high enough. Unfortunately, CB, the blank check company, could not increase its offer because it did not have enough cash in its trust account. These machinations have caused a slight delay in NHLD's discussions with other interested parties, as well as the ensuing merger negotiations.
Here are the blank check company's specifics. NHLD said it was reluctance to enter into a transaction with CB as a result of some of the restrictions and risks inherent in dealing with a publicly-traded special purpose acquisition company. These "restriction and risks" centered around CB's inability to get more cash. CB's cash balance in its trust fund is equal to less than $3.50 per share of NHLD. While, it is possible for CB to stretch its offer price to as high as $6.75 per share of NHLD, this would assume half of NHLD's 12.5 million outstanding shares would actually be exchanged for CB stock rather than cash, which is not likely.
At this point, NHLD's Board recognizes that time is of the essence, and with its Fairness Opinion in hand, an agreement should be consummated sooner rather than later. NHLD's merger announcement will coincide with the signing of the FINAL Merger Agreement.
dizzydon
10年前
So..whats the verdict on Q1 results?
relatively small loss versus small profit in Q1 2015
what i notice is the book value,almost $2 in cash alone,and $44,760,000 total for shareholders equity,which figures out to $3.60 per share
to me it looks like this stock is undervalued
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is it possible we're at $2 right now simply because it looks like they may not be acquired?? i'm anxious to hear today's cc/webcast..should move gradually back to $3 for the time being,but that's just my opinion.
glass99
10年前
A carefully worded press release by National Holdings.
On December 27, 2015, the exclusivity agreement with B. Riley Financial, Inc. (“Riley”) under its letter of intent expired pursuant to its terms. After the end of the exclusivity period, the Company commenced, and is continuing to hold discussions with, CB Pharma Acquisition Corp. (“CB”) with respect to its previously reported non-binding proposal to acquire all of the outstanding shares of common stock of the Company. On January 25, 2016, Riley notified the Company that it was withdrawing its previously reported acquisition offer and is terminating its discussions with the Company due, in part, to the Company’s decision not to grant an additional exclusive time period during which definitive agreements could be negotiated. However, Riley stated it may in the future explore a potential acquisition of the Company and engage in discussions with the Board and Management of the Company regarding such a transaction. The Company did not think it was in the best interests of the Company and its Shareholders to extend the exclusivity period with Riley in order that discussions with CB and other potential interested parties with respect to strategic opportunities could be held without any further restrictions.
http://www.sec.gov/Archives/edgar/data/1023844/000143774916024121/ex99-1.htm
http://www.sec.gov/Archives/edgar/data/1023844/000143774916024121/nhld20160126_8k.htm
glass99
10年前
B.Riley may acquire NHLD someday, but not today.
B. Riley has now formally acknowledge its offer to acquire NHLD is too weak for NHLD to considered it. However, RILY will continue to file Form 13D as a 5% owner because it may acquire NHLD in the future.
Prior to the Letter of Intent between B. Riley and National Holdings, neither Mark Klein nor Bryant Riley were required to filed a Form 13D because each of them owned less than 5% of NHLD. However, today B.Riley said, "[RILY] may in the future explore a potential acquisition of [NHLD] and engage in discussions with the Board of Directors and management of [NHLD] regarding such a transaction" and RILY will therefore, continue to file Form 13D.
See:
http://www.sec.gov/Archives/edgar/data/1023844/000101968716004923/briley_sc13da-012216.htm
"As previously disclosed in the initial Schedule 13D, effective November 30, 2015, BRF entered into a Letter of Intent with the Issuer with respect to a potential acquisition of the Issuer (the “LOI”). On January 25, 2016, BRF notified the Issuer that it has withdrawn its proposal to acquire the Issuer under the LOI and has terminated its discussions with the Board of Directors and management to acquire the Issuer pursuant to the terms set forth in the LOI. The Reporting Persons may in the future explore a potential acquisition of the Issuer and engage in discussions with the Board of Directors and management of the Issuer regarding such a transaction."
Also, on December 10, 2015, NHLD said:
National Holdings Corporation (NHLD) ("National Holdings" or the "Company"), a full-service investment banking and asset management firm, commented on the 13D filed today by B. Riley Financial, Inc., wherein that firm disclosed an ownership interest in National Holdings and an unsolicited $3.25 per share stock for stock acquisition offer. Also disclosed in the filing was a Letter of Intent ("LOI") signed by the two firms on November 30, 2015, whereby National granted B. Riley Financial, Inc. a 30-day exclusivity period.
"The Company agreed to the 30-day exclusivity period to give us time to evaluate the merits of the B. Riley offer, engage in negotiations and, as the proposal is for a stock transaction, to do our due diligence on B. Riley and allow them to complete their due diligence process on National," stated Robert Fagenson, National Holdings' Executive Chairman and Chief Executive Officer. "A committee of independent directors will evaluate this offer to determine what course of action it believes would be in the best interests of our shareholders. To assist them in this evaluation process, we have hired an outside advisor."
The execution of the letter of intent does not mean that a transaction with B. Riley will be consummated on the terms contemplated by the letter of intent or at all.
https://finance.yahoo.com/news/national-holdings-corporation-comments-b-232042503.html
glass99
10年前
Now, I see the typo...sorry:
It should have read:
Robert Fagenson, CEO, has a very impressive background.
There is indisputable evidence to this fact.
Also, "Exclusivity Period EXPIRED on December 28, 2015" makes perfect sense because December 27, 2015 was a Sunday and December 28th is the next business day.
"Note: LOI was dated 11/27/15 and signed 11/30/15, but Robert Fagenson told dizzydon the 30-day Exclusivity Period expired 12/28/15, the next business day after 12/27/15."
glass99
10年前
Robert Fagenson, CEO, has a very impressive background.
There is indisputable evidence to this fact.
Also, "Exclusivity Period EXPIRED on December 28, 2015" makes perfect sense because December 27, 2015 was a Sunday and December 28th is the next business day.
"Note: LOI was dated 11/27/15 and signed 11/30/15, but Robert Fagenson told dizzydon the 30-day Exclusivity Period expired 11/28/15, the next business day after 11/27/15."
dizzydon
10年前
no,he did say December 28th over the phone
you must have misread my post
i know you're down on Fagenson,Goldwasser,and Riley,but Mr.Fagenson impressed me,..just wish i'd known he was going to call..really shocked me when i realized who i was talking to
The man's got a very impressive resume...
Mr. Fagenson has spent the majority of his career at the New York Stock Exchange, where he was Managing Partner of one of largest specialist firms operating on the exchange trading floor. Having sold his firm and subsequently retired from that business in 2007, he has been CEO of Fagenson. & Co., Inc., a 50 year old broker dealer that engaged in institutional brokerage as well as investment banking and money management. On March 1, 2012, Fagenson. & Co., Inc. transferred its brokerage operation, accounts and personnel to National Securities Corporation and operates as a branch office of that firm.During his career as a member of the New York Stock Exchange beginning in 1973, he has served as a Governor on the trading floor and was elected to the New York Stock Exchange Board of Directors in 1993, where he served for six years, eventually becoming Vice Chairman of the Board in 1998 and 1999. He returned to the Board in 2003 and served until the Board was reconstituted with only non-industry directors in 2004. Mr. Fagenson has served on the boards of a number of public companies and presently is the Non-Executive Chairman of Document Security Systems, Inc. (NYSE MKT - DSS) and a member of the Board of Cash Technologies Corp. He is also a Director of the National Organization of Investment Professionals (NOIP). In addition to his business related activities, Mr. Fagenson, serves as Vice President and a Director of New York Services for the Handicapped, Treasurer and Director of the Centurion Foundation, Director of the Federal Law Enforcement Officers Association Foundation, Treasurer and Director of the New York City Police Museum and as a Member of the Board of the Sports and Arts in Schools Foundation. He is a Member of the alumni boards of both the Whitman School of Business and the Athletic Department at Syracuse University. He also serves in a voluntary capacity on the boards and committees of many civic, social and community organizations. Mr. Fagenson received his B.S. degree in Transportation Sciences & Finance from Syracuse University in 1970. Our Board of Directors believes that Mr. Fagenson's extensive experience in serving on boards of directors and his leadership experience he gained by serving as Chief Executive Officer of Fagenson & Co., Inc., as well as his extensive knowledge of public company governance derived from his many years of service on the board of and as vice chairman of The New York Stock Exchange, qualifies him to serve on our Board of Directors.
Seems like Goldwasser and his salary might be a better candidate for a shareholder's wrath,just my opinion
i certainly would like to see better offer's from B.Riley and/or CB Pharma,and Seeking Alpha's article certainly expressed an opinion that it's worth at least $4+ a share,but if NHLD accepts Riley's offer i'm not too concerned because they're a solid company with good earnings..the lack of liquidity wouldn't be a big concern to me because i'm not planning on owning more then 3 or 4 hundred share's of NHLD,maybe your situation is different
glass99
10年前
Sale of National Holdings—Merger Discussion Update (Details):
(Revised)
National Holdings is now in merger discussions, and as a result, it has had to put its new $2 million Stock Repurchase plan on hold. The Company had purchased only 80,000 shares ($0.2 million) during 2015.
Today, NHLD can sell itself to CB Pharma for $3.25 cash. However, its stock has been in a lower trading range while its Independent Directors work with the Company’s outside advisors to obtain a superior value for NHLD’s stockholders via a sale of the Company at a price that is in line with recent precedent transactions. Clearly, the current stock price and the disclosed offers do not reflect NHLD's intrinsic value.
B. Riley's Letter-of-Intent to buy NHLD contained an “Exclusivity Period”, which EXPIRED on December 28, 2015*, and as direct result, NHLD has contacted each company on its outside advisor’s "Prospects List" to identify any company interested in being a potential strategic partner or an acquirer. Based on interest expressed during these calls, NHLD sent a non-disclosure agreement to the prospective firms.
NHLD has received "non-binding" term-sheets outlining key terms and has entered into negotiations. The ensuing process, which includes Due Diligence by each company, Fairness Opinions by the outside advisors, and Board of Director approvals by both companies, should result in a Merger Agreement in about a month or so. In essence, NHLD will not announce anything until NHLD’s Board of Directors approve an offer that is deemed attractive in the form of a FINAL Merger Agreement.
*Consequences of the expiration of the "Exclusivity Period" of the B. Riley/NHLD Letter of Intent:
- NHLD did NOT sign the subscription agreement, and therefore, did NOT issue 1,538,462 new NHLD shares to B. Riley for $3.25 per share.
- NHLD did NOT appoint two nominees of B. Riley to its Board of Directors
- NHLD did NOT enter into a definitive agreement with B. Riley, whereby B. Riley would acquire all remaining NHLD’s shares for $3.25 per share all of which were to be paid in shares of B. Riley common stock.
- NHLD can solicit other offers and engage in any negotiations to be acquired by others.
- NHLD is no longer required to notify B. Riley of any discussions about another proposal or when others request information from the Company.
Note: LOI was dated 11/27/15 and signed 11/30/15, but Robert Fagenson told dizzydon the 30-day Exclusivity Period expired 11/28/15, the next business day after 11/27/15.
glass99
10年前
Sale of National Holdings—Merger Discussion Update (Details):
National Holdings is now in merger discussions, and as a result, it has had to put its new $2 billion Stock Repurchase plan on hold. The Company had purchased only 80,000 shares ($0.2 billion) during 2015.
Today, NHLD can sell itself to CB Pharma for $3.25 cash. However, its stock has been in a lower trading range while its Independent Directors work with the Company’s outside advisors to obtain a superior value for NHLD’s stockholders via a sale of the Company at a price that is in line with recent precedent transactions. Clearly, the current stock price and the disclosed offers do not reflect NHLD's intrinsic value.
B. Riley's Letter-of-Intent to buy NHLD contained an “Exclusivity Period”, which, EXPIRED on December 28, 2015*, and as direct result, NHLD has contacted each company on its outside advisor’s "Prospects List" to identify any company interested in being a potential strategic partner or an acquirer. Based on interest expressed during these calls, NHLD sent a non-disclosure agreement to the prospective firms.
NHLD has received "non-binding" term-sheets outlining key terms and has entered into negotiations. The ensuing process, which includes Due Diligence by each company, Fairness Opinions by the outside advisors, and Board of Director approvals by both companies, should result in a Merger Agreement in about a month or so. In essence, NHLD will not announce anything until NHLD’s Board of Directors approve an offer that is deemed attractive in the form of a FINAL Merger Agreement.
*Consequences of the expiration of the "Exclusivity Period" of the B. Riley/NHLD Letter of Intent:
- NHLD did NOT sign the subscription agreement, and therefore, did NOT issue 1,538,462 new NHLD shares to B. Riley for $3.25 per share.
- NHLD did NOT appoint two nominees of B. Riley to its Board of Directors
- NHLD did NOT enter into a definitive agreement with B. Riley, whereby B. Riley would acquire all remaining NHLD’s shares for $3.25 per share all of which were to be paid in shares of B. Riley common stock.
- NHLD can solicit other offers and engage in any negotiations to be acquired by others.
- NHLD is no longer required to notify B. Riley of any discussions about another proposal or when others request information from the Company.
Note: LOI was dated 11/27/15 and signed 11/30/15, but Robert Fagenson told dizzydon the 30-day Exclusivity Period expired 11/28/15, the next business day after 11/27/15
dizzydon
10年前
WoW!! Just got off the phone with Mr.Fagenson.
i'd sent an email to their regular email address,but Mr.Fagenson told me that somebody had forwarded it him,so he called me.
i'd asked if they would be issuing any new's about the 2 tender offer's,accept or decline?
Mr.Fagenson explained that he couldn't give me any insider information,of course,then chatted with me for 3 to 4 minutes about the Bethlehem/Allentown PA. area after he asked me where i'm from..said that a close friend of his is a Lehigh graduate and head of their Alumni Association.
i know that at least one person on this message board has a very negative opinion of him,but he couldn't have been any nicer to me over the phone.
he did indicate that the exclusivity period ended December 28th, and that they are now free to consider offer's from anyone..also said they expect to release some new's fairly soon.
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glass99
11年前
Worman was recently promoted to Chief Operating Officer, a new title which was added to his Executive Vice President of Finance title, and he is slated to head up National Holdings Corp soon.
(See post #191 on October 7, 2015, "NHLD CEO (Fagenson) and President (Goldwasser) are out!")
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=117552720
Glenn Worman had been induced to join NHLD on May 7, 2015 with 180,000 options with exercise prices of $4.50-$6.00 per share, which are above the current offer prices to acquire NHLD.
The current CEO, Fagenson, had assured Worman that NHLD would not be taken over at the current low price because NHLD's Officers and Directors own a large amount of shares and can significantly influence any potential merger or acquisition transactions. Additionally, NHLD Board of Directors can issue shares of "blank check" preferred stock without any additional approval by the common stockholders.
When it became clear the Company would consent to Securities and Exchange Order in an October 26, 2015 administrative proceeding, Worman accelerated his plan to have unprofessional and unproductive employees fired, including National Asset Management's (NAM) CEO and National Securities' head of sales.
Worman had gained his financial and management experience by working at many Financial Services firms, including his most recent employers--ICAP, Deutsche Bank, Morgan Stanley Smith Barney. Worman remained with each firm for only 3-5 years before moving on to his next adventure.
Worman had expected he would need to work for NHLD for the same amount of time in order to benefit from the stock options he was awarded. In fact, Fagenson assured Worman that the Directors would not accept any acquisition offer that was less than $8 per share.
However, Worman plans were disrupted when Fagenson signed the Letter of Intent with B. Riley on November 27, 2015 to potentially be acquired by them for $3.25 in B. Riley's illiquid stock, which would include 1,538,462 newly issued shares of National capital stock at $3.25 per share to B.Riley. Fagenson claimed he had to sign the exclusivity agreement with B. Riley as a way to allow for some breathing room from CB Pharma Acquisition Corp.'s buyout offer.
However, there are many conflicts of interest that need to be assessed.
See post #206 on December 10, 2015 "LOI--B.Riley to "steal" NHLD from shareholders for $3.25/share."
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=119082841
See post #207 on December 13, 2015 "Fagenson, Klein and Riley--too close for comfort!"
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=119125208
NHLD's outside advisors and attorneys told Fagenson not to discuss the unsolicited offers from B Riley and CP Pharma on the December 29, 2015 earning conference call.
It should be noted that Fagenson respects the work of Houlihan Capital, and B. Riley's Mark Klein's relationship with Cassel Salpeter (James S. Cassel and Scott E. Salpeter) goes back to 2006 when Klein was the Chairman, President and Chief Executive Officer of Ladenburg Thalmann Financial Services Inc. (LTS) and was directly involved in the acquisition of Cassel's and Salpeter's company--Telluride Holdings/Capitalink, in which the two owners joined LTS.
dizzydon
11年前
transcript of today's cc,from SeekingAlpha
(note:if you don't have the free membership to seekingalpha you can't read the whole report)
http://seekingalpha.com/article/3781606-national-holdings-nhld-ceo-robert-fagenson-on-q4-2015-results-earnings-call-transcript
i'd cut and paste it here,lengthy as it is,but it would against their rule's
6. User Conduct
You may not use, copy, display, sell, license, de-compile, republish, upload, post, transmit, distribute, create derivative works or otherwise exploit Content from the Site to online bulletin boards, message boards, newsgroups, chat rooms, or in other any manner, without our prior written permission. Modification of the Content or use of the Content for any purpose other than your own personal, noncommercial use is a violation of our copyright and other proprietary rights, and can subject you to legal liability.
the offer's from B.Riley and CB Pharma were not discussed
Robert Fagenson-Executive Co-Chairman of the Board, Chief Executive Officer
When Glen is finished, I will wrap up and then we will open the call to your questions, but what we are not going to be able to discuss today on today's call are the unsolicited offers made by B Riley and CP Pharma to purchase the company.
As these [ph] are matters that are under consideration by our board and our financial advisors, I hope you understand that it would not be appropriate for us to either comment on them or [ph] feel questions about them during today's call.
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