Somewhere, Craig Gates is Probably Chuckling

Cemtrex today announced a pending six-for-one (!) reverse stock split of its outstanding common stock. The move comes at the OEM/EMS tries to regain Nasdaq compliance.

Rewind a little and you’ll see over the first two quarters Cemtrex’s revenues have dropped more than 22% and losses are piling up.

Rewind a little more, to April, and Cemtrex’s shareholders were approving a proposal to the number of authorized share shares by 20 million, to a total of 50 million.

Rewind a little more, to 2017, and Cemtrex was making a bid to acquire KeyTronic, despite the latter’s significantly larger size and experience in EMS. There were a total of three “offers” in all, none of which actually involved anything more than a press release.

As KeyTronic batted away the proposals, Cemtrex grew even more bold, asserting in a followup statement that its intended prey could do with better management. “A combination of the two companies will unlock significant shareholder value for both companies, by enabling cost savings, higher earnings per share and a more attractive price to earnings ratio than either company is currently maintaining.”

Eventually KeyTronic grew a bit aggravated with the unwanted attention, calling the suitor “unqualified” as a buyer. “Our initial research shows [Cemtrex] reports approximately $45 million of EMS revenue. In our opinion, this does not qualify [Cemtrex] to make any statements as to how it might operate an EMS business like KeyTronic which is over 10 times [its] current size in terms of revenue.”

The overtures ceased shortly thereafter. By the following January, Cemtrex was consolidating its EMS plants and selling off operations.

Still, even with that episode well in the rearview mirror, I have to think that wherever he is today, KeyTronic CEO Craig Gates must be smiling.

When Fake Buys Make Real News

M&A specialists in the electronics industry seem to have caught a case of merger mania. In the process, they unfortunately have seem to have learned the worst traits of the buyout crowd.

A pair of unsolicited bids were announced this week. In one instance, a small EMS company announced its interest in a much larger competitor. In the other, a Chinese connector manufacturer made a play for a smallish Canadian EMS/ODM.

What makes these cases interesting are the details.

In the former, Cemtrex, a company with trailing four quarter revenues of $125 million and a market cap of $31 million, made a play for Key Tronic, a top 50 worldwide EMS that reported sales of $468 million for its just completed fiscal year. Key Tronic’s market cap is $74 million, so Cemtrex’s offer of a one-for-one stock swap was a huge discount to Key Tronic’s value.

Not only that, says Key Tronic, it wasn’t really even  an offer:  “Based on (Cemtrex’s) current SEC filings, Key Tronic understands that Cemtrex has not commenced a formal exchange offer and that any such offer would require additional SEC filings by (Cemtrex),” Key Tronic said.

In the latter, Shenzhen Kaizhong Precision Technology made a written offer for Pacific Insight Electronics. The wrinkle here is, not only was Pacific Insight taken by surprise, it is already under agreement to be purchased by Methode Electronics.

The ODM today confirmed receipt of a written buyout proposal from Chinese connector maker. However, Pacific Insight has already agreed to be acquired by Methode Electronics, whose offer Pacific Insight says is superior to Kaizhong’s. Pacific immediately urged shareholders to reject the unsolicited bid.

Publicly traded companies such as Key Tronic and Pacific Insight have a fiduciary responsibility to their shareholders. However, from time to time outsiders try to make waves or generate publicity by pulling stunts like these. I’m not saying the interest communicated by Cemtrex or  Kaizhong is false, or even misplaced. But in both cases, I think the suitors are overplaying their hands.