On the immediately preceding Friday night, we mentioned that two of the longer serving directors were departing effective as of this year’s annual meeting. That might be less remarkable, if the long time CEO and Chairman hadn’t just departed, AND if the two directors declining to stand for re-election were NOT — at least according to Textura’s website, as of February 1, 2016 — serving as the overall Lead Director, and the Chairman of the Audit Committee of the Board of Directors of Textura. [See the circled portion of the image at right — retrieved this very morning. Click it to enlarge.]
Both of those roles would naturally (on any other public company board of directors) provide smooth transition and/or transactional advice and counsel, presumably to Mr. Habiger — the “new” CEO of Textura. Here is Friday’s late evening disclosure, at the SEC’s EDGAR window; and here is our original post on this development.
If we posit (quite reasonably) that these two directors were supportive of Mr. Allin, and his apparent (alleged) posture in resisting an M&A type of transaction, in which Textura might not be the surviving entity — then it makes perfect sense that both the lead director, and the chair of the audit committee might step aside — at this critical juncture.
On the other hand, it might make a little less sense that these two would step aside, knowing that a deal for the whole company was being negotiated. They have unvested options (valued at around $140,000, over the last two years — see page 31 of the proxy), afterall. Each has lots of other vested equity at stake, as well.
My third — and last — scenario here, might be a little less probable than the first two, but merits some thought, simply because the entire effective leadership team, of the legacy Textura board, under Mr. Allin, will have soon departed. This last scenario posits that the company is going to have to settle the federal securities putative class action, before any deal for the whole company can be worked out — and that the settlement will be for boxcar numbers — amounts that will be material to Textura’s results, financial condition and continuing operations. Of course, this is solely my conjecture — but there have been no court filings since early September of 2015 on that suit — so it might well be that the parties are discussing a settlement. We will know more (for certain, on that score) when the SEC Form 10-K is filed in late March.
In the meantime, trade this stock only with extreme caution — many conflicting pieces are in motion on the chessboard, and official disclosures about what is really going on, are still several weeks off, under applicable SEC rules. That’s my advice.