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Hedge fund offers DHI buyout, threatens proxy battle

August 24, 2018

Hedge fund TCS Capital Management LLC offered to buy DHI Group Inc. (NYSE: DHX), which operates Dice.com and other job boards, for $2.50 per share in cash, according to a letter filed with the US Securities and Exchange Commission. The purchase price represents approximately five times 2018 estimated EBITDA and a 25% premium to the current trading price, according to the letter from TCS Capital.

The hedge fund in May acquired a large stake in DHI Group and expressed interest in a cash buyout.

The letter expressed disappointment with DHI Group’s board and existing management, highlighting sharp declines in stock price, revenue and EBITDA. Other concerns include low stock ownership levels among non-executive, growth strategy and capital returns to shareholders.

TCS Capital said it will force a proxy contest against the existing board at DHI’s 2019 annual meeting of shareholders if the company does not engage in a transaction and requested a response by Sept. 5.

“Our proposal provides substantial premium to the market price of the Company,” the letter stated. “It is incumbent on all DHI directors to exercise their fiduciary obligations for all Company shareholders and seize on this opportunity.”

DHI Group’s board and executive management team acknowledged their receipt of the letter and said they plan to “fully explore and respond” to TCS' new proposal. “The Board and Management are committed to acting in the best interests of the Company and its shareholders, and will continue to explore any opportunity to enhance shareholder value.”