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Starboard Value LP's Jeff Smith late Wednesday, Jan. 17, launched a total board takeover effort at Mellanox Technologies Ltd. (MLNX) by nominating nine dissident directors to the semiconductor company's board in an effort that could pave the way for a sale of the company.
The unusually aggressive escalation—Starboard is seeking to take over Mellanox's entire nine-person board —comes after Smith on Jan. 8 urged Mellanox in a 26-page letter to raise its recently announced 2018 financial guidance, or else.
"We are confident that you will find the team of professionals we are nominating to be incredibly well-qualified to serve as directors of Mellanox," Starboard managing member Peter Feld said in a letter accompanying the nominations.
Starboard is among the most prolific employers of director battles to drive share-price improvement change at targeted companies, and the fund has a history of pushing consolidation in the chipmaker space.
Most activists seek to nominate a minority-slate of director candidates. As such, it is rare to find an activist that seeks to take over the entire board of a target company, in part because it is much harder to get the support of the influential investor advisory firms, Institutional Shareholder Services Inc. and Glass, Lewis & Co. LLC, to support those efforts.
However, Starboard is one of only a very small group of activists that have succeeded in these kinds of situations. In 2014, the fund succeeded in taking over the entire board of Olive Garden owner Darden Restaurants Inc. (DRI) in a campaign that was considered the most consequential insurgency of the year.
The nominations came in a few days before the deadline for nominating dissident director candidates at Mellanox, which is Jan. 25. The Deal reported earlier this month that there was a serious possibility that Starboard could seek to take over the entire board, in part, because all its directors are up for election annually. Among the candidates are two Starboard nominees, Smith and Feld. Other candidates include Gregory Waters, who has served as CEO of Integrated Device Technology since 2014 and Jorge Titinger, who was the CEO of Silicon Graphics International between 2012 and its acquisition by Hewlett Packard Enterprises in 2016.
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It is a serious possibility that Starboard could push for Mellanox to agree to sell itself down the road, especially considering that the semiconductor space is experiencing a period of rapid consolidation. The activist's track record and recent comments on Mellanox's lack of interest in M&A discussions with a rival chipmaker suggest as much. A person familiar with the situation noted that there were some strategic partners that could express an interest in Mellanox.
The fund in November revealed a 9.8% stake in Santa Clara, Calif-based Mellanox, disclosing its belief that the semiconductor company's shares were undervalued compared to peers. At the time it noted that Starboard principal, Feld, was a director at Mellanox rival Marvell Technology Group Ltd. "which has expressed an interest" in discussing a strategic transaction on a friendly basis. Feld noted at the time, however, that Mellanox has declined to enter into such negotiations. In November, Marvell acquired Cavium Inc. in a $6 billion purchase, which will take some time to integrate.
And while a Marvell-Mellanox deal doesn't appear to be in the cards anytime soon, some analysts believe others could be interested. Analysts at Benchmark suggested in August that Mellanox was a "ripe acquisition target for many companies," including Intel Corp. (INTC) , Nvidia Corp. (NVDA) , Microsemi Corp. (MSCC) and Broadcom Ltd. (AVGO) . They added that even a server and storage company such as IBM Corp. (IBM) could be interested.
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