Yet Another Value Podcast - Jeremy Raper goes activist on Hunter Douglas $HDG

Episode Date: April 27, 2021

Jeremy Raper, founder of Raper Capital (https://rapercapital.com/), makes his fourth podcast appearance to discuss his foray into activism at Hunter Douglas (HDG.NA). Hunter Douglas's controlling shareholder recently made an offer to take the company private that, to put it bluntly, vastly undervalues the business. Jeremy is pushing back on the deal and the process, and in this interview he explains why he's fighting the current offer and how he thinks the process will play out.Jeremy's letter to the Hunter Douglas Board: https://rapercapital.com/2021/04/21/open-letter-to-the-independent-committee-of-the-board-of-hunter-douglas-n-v/Chapters0:00 Intro1:30 Hunter Douglas Overview3:05 Why is this a good business?7:45 Performance in the pandemic and the blockbuster recovery9:45 Framing the event12:15 Simplifying the event even further16:00 Valuation versus peers22:45 Why is this process worse than a typically conflicted management buyout?30:45 How the timing of the offer was unfair to minorities35:45 A callback to the StoneX / Gain deal39:25 How the process plays out post-acceptance period45:15 Comping this deal to Collector's Universe49:40 Discussing the squeeze out51:30 Praising the poetry of Jeremy's letter53:35 Jeremy and I hop on our horses about companies and regulators ignoring rules and laws55:55 Closing thoughts

All right. Hello and welcome to the Yet Another Value Podcast. I'm your host, Andrew Walker. And with me today, I'm excited to have the founder of Rapercapable.com and my friend Jeremy Raper. Jeremy, how's it going? Hey, Andrew, good to be back. How are you? Doing good. Hey, well, regular listeners know that I start this podcast, every podcast by pitching my guest. But there's really no need to do that here because regular listeners also know this is Jeremy's fourth time on the podcast. I think this is about my 45th podcast. You're on basically 10% of them. So, If how often I have you on the podcast doesn't speak for itself, well, you know, people can go back and listen to the prior three to hear all of the pitches. So I think I'll just let that speak for itself for the pitch. That said, quick disclosure. Stock we're going to talk about today, a little bit on the illiquid side, a lot of it on the liquid side. Trades internationally. So I'll just give the disclaimer. Jeremy is running an activist position here. That's what we're going to talk about. He obviously has a position in the stock. So I think that should be enough of the disclaimer. The stock is Hunter Douglas, the two. sticker is hdg hdgdg.n a and that out of the way let me toss it over to you what's going on with thunner douglas thanks man so okay so first of all two things one uh i'm at 10% market share on the on the yet another value podcast i'm hoping to grow that market share organically in the next two to three years to 20% share so you're now the pilot 13b at some point we're gonna get it's oh my god dude i want a board seat yet another value podcast board seat okay i want my just demands for shareholders' rights to be met.

That out of the way, let's be a bit serious. So, yeah, Hunter Douglas, this is a, I've always been a bit of a quirky stock. It's listed, as you said, it's listed internationally. So it's listed on the Euronext Amsterdam, which is the Dutch exchange under the ages of like the Euronex market. So Euronex is a big pan-European corporation that manages lots of different stock markets.

It has kind of unified rules, including the Dutch market. Now, despite the fact that's listed in Holland, they report in U.S. dollars and it's a global business. They're the world's number one leader in windows, drapes, and curtains. They have a position in all major geographies. They, I mean, if you look at the revenue split of the business, it's about 70% North America and Europe and the rest kind of balanced around the other major regions, but essentially it's a global business.

And the only key things I would mention really about the business because it's more about the event path from here and less about the business, I guess, is that they're by far and away the number one player. So they have basically built up the business over many, many years. It was founded by an entrepreneur, an ex-German refugee, actually, to Holland, a guy called Ralph Sonnenberg, who built the business up from scratch over the last 60 years, essentially. And it's consolidated its position in many of these windows, drapes,

and curtains, verticals through acquisition, such that it's now and basically an oliglop. oliglo. It's a very hard word to say, an oligopolistic leader in many of these markets. So you do have competition. But I guess, you know, we could go into the specifics of the business, but it's pretty tricky to displace large leaders in kind of on-demand high cost of failure items like Windows and curtains. Not to knock you too far off, because I'm with you. Look, I do research for this podcast, but I focused on the event path more than the business. But, you know, when 70% market shares in Windows. You mentioned high cost of failure of them. Can you just dive in to a second? Like,

I wouldn't, I wouldn't kind of think that this is a, I think people have called this a hidden compounder or that this was a really good business. My first thing would be a Windows of Commodity, you know, it's going to be a really bad business. So could you dive into a second why this is such a good business? And I think this will help later because some of the peers trade at really extreme multiple. So I think this might actually be good back after that. Yeah, sure. So look, I mean, I guess there's a few things. Hunter Douglas has a number of different brands. They dominate across a few areas. They dominate the higher end. Now, if you think about the higher end way that the product works, so like someone needs a new set

of blinds, needs a new set of drapes, they will essentially, well, they might go to Lowe's or Home Depot, they might go to specialty retail store. They'll get an expert to come out to their house. They'll do all these measurements, discuss options. Then they'll send out to the manufacturer for a customized set of finished products. And those products have to be created from scratch, essentially, built from scratch and then sent to the customer in a pretty, that turnaround time in North America is very quick, a number of weeks, let's say. So yes, you're right, the actual underlying commodity, well, or product is a commodity-ish type product, but there is an element of design, there is an element of finish, obviously the interaction through the customer,

and of course the distribution is relatively difficult to penetrate at the high end. So there's a lot of value in that. Secondly, it's a good business because you can't really outsource it, right? If you need your product in a couple of weeks, you can't really send the order off to China. or overseas necessarily. So a lot of the manufacturing actually is done in-house in-country. So there is a huge benefit to being locally dominant, right? Not at the same way there is for like cement or aggregate or something very heavy with a... But there's a pretty high shipping cost for the winter.

Exactly, exactly. So the shipping cost item for like a set of blinds is pretty prohibitive, right? Especially have to rush ship it to get it there in, you know, a week or whatever from a long way away. So there is certainly an element of moat there. But you're right, look, I think you're, I mean, if you look at the actual business, right, this is a business doing mid-teens returns on capital, trying to get to 20%. And that's far and away better than a lot of the other competitors. And they've managed to agglomerate and grow market share.

But this isn't, you know, this isn't some kind of crazy return on investor capital business. And a compounder in the sense that they've managed to grow, you know, organically successfully in the market has grown, obviously within the realm of cyclicality of the end markets, right? So, I mean, it's ultimately plugged into two key things, right? New home construction and then kind of home spend or innovation spend, let's say. And so you're obviously sensitive to the broader economic cycle. So I don't want to say it's a pure compounder type business.

But the point is within its realm and within everything else that looks like it, it is probably the highest business proposition, the highest historical track record of success, a very well-managed company. All the critical comments I'll make about this process aside, I mean, it is an incredibly well-managed company from the business side and has grown very successfully for a very long period of time. And one thing that jumps up to me,

like people talk about these all the time, but this is almost like the definition of one of those European kind of hidden compounders where it's a business that, you know, 300 years from now, people are still going to be building homes and putting windows in them, you know, you would assume.

So you know that this business will always be there. I love to how you described the local network effects. Do you know, for those of people on YouTube, Jeremy has a beautiful set of windows behind them. Do you know if there's a window, blinds, anything? You know what? I'm pretty sure they're not Hunter Douglas.

And I'll tell you why, because Japan is one of the few markets where they don't have a big position. Okay. They have a distributor-letter relationship. They have a, sorry, they have a local, yeah, they have a local distributor, but they don't have a on-the-ground presence.

They actually have a relatively small share. Japan, it's a bit more of a closed-mark. market because a lot of the construction, you know, these like windows building products go in through like the local, the local carrots. Sorry, the, the local building guys are plugged in with the home builders at from the get go. It's quite hard to penetrate. It's, so it's a bit of an oligopolistic local market here. So it's one of the few markets. They have a very, they actually have a low sharing. So I'm pretty sure they're not hunted out of class. Sorry to say. Might ding you into activist campaign, but I won't hope to get sure. Well, I'm renting, right,

not owning, so it's okay. I didn't. Perfect. But yeah, so taking it back to where we are today. So look, I mean, we don't need to talk too much about the business other than that, I guess. It's a very good business for what it is. It's definitely one of the better, if not the best businesses on objective metrics like market share, historical growth rate, returns on invested capital. And it kind of proved that through the pandemic, right? So if you look at kind of on an adjusted basis. EBITDA last year was, I mean, it was down low single digits, I believe. I have to pull it up.

There was a few adjustments in there for COVID. Essentially what happened was what you saw with lots of other building products companies. The first half of the year was a disaster. This third quarter was a strong recovery. And then the fourth quarter was an absolute banana's recovery. And so basically, but coming out of the fourth quarter, this company was putting up 50% growth in EBIT year over year on, you know, 15, 16% top line growth, right?

So this is year of year, right? of comping versus 2019. So by the end of last year, they were already enjoying the full benefits of, I'm sure everyone listening is aware there's a massive home building and new construction and kind of renovation boom that has touched most all of the developed world during COVID. And if you're keeping track on any of these kind of building products, companies or even the commodities that go into houses, I mean, you know, there might be a little bit of interest in lumber futures on some of the... Exactly, yeah. I mean, this isn't this isn't type of lumber, lumber, you know, up three

in the last kind of, you know, six months type stuff. But I mean, look, if you look at like French companies like Lafarge Holstein or San Cobain or, you know, I mean, I mentioned a fair few of them in the letter, but basically all the smaller US listed guys that make windows, doors, you know, accessories to home building, they're all guiding to strong continued growth in 2021 and either, you know, mid, you know, double digit organic type growth rates. And Hunter Douglas's first quarter will be reported on May 6th. I heard that from the company today. So, you know, this is still during the offer period. We will hear exactly how strong the business has been.

But I guess to kind of go back to a question, to frame the situation. So as I mentioned, this has always been a quirky business, global, family controlled, owned and operated, but listed in Holland. And because of the quirky listing, the weird reporting, and the large insider ownership, so Mr. Sonnenberg still owns 84% of the common today. And that number has been lower, but it's essentially been a controlling state for a very long time. The stock is quite illiquid, right? So it's a two and a half billion market cap in euro terms.

But it really only trades, what is it trade? 250, 300 million, something like that. Yeah, exactly. So it really doesn't trade a lot of volume. And so it's being illiquid and it's traded cheap, no doubt. It's traded cheap because of that illiquidity in the control position of the founder. Now, I guess I don't want to take it too much back to ancient history. But in addition to the kind of trading mechanics and the reporting mechanics,

has a funky corporate structure as well, in that it's domiciled in Curacao, which is a Dutch, a Dutch West Indian Island, basically, but it's an independent country now. So it's, it's domiciled under the laws of Curacao, even though it's listed in Holland and all the main headquarters is in Rotterdam, for example, right? And it's a global business. So, you know, it's funny, why would a company like this be domiciled in Curacao? And obviously, you start peeling the onion. And it turns out that the, I mean, there's obviously some tax. Tax benefits, right? So maybe one of the reasons they originally went there was for tax reasons, but it turns out another reason is the squeeze-out law looks like it's different to that in Holland. And squeeze-out law, I guess, for everyone listening, to be very clear, it's the level at which you can force minorities to give you their shares in a takeover, right? So if I own 60% of the company and I want to buy out the other 40%, well, in various jurisdictions, the threshold might be 90%, it might be 95%. Beyond that level, if I own 90% one share. All the other shareholders, they have to give me their shares or, you know, in a

squeeze out procedure. So I can, I can take ownership of 100% of the equity of a company. So the level in Kurosau is 90%. The level in Holland is 95%, which is important when you're trying to take out the minorities on the cheap, let's say. And so there's obviously benefits to being having the lowest threshold for a squeezeout. So you only have to convince a much smaller portion of the minorities to accept your bid. So I don't want to bore listeners with too much of the background. Mel, you want to jump in? Yeah, I just want to simplify that.

So he owns 84%. If in one jurisdiction, all he has to do is it gets 90% and then he can take everyone else out at the level that he took the other people on, right? So one jurisdiction, he needs to get 6% of shares. And then he can say, great, my offers through. Everybody else has to take it. Other jurisdiction, he needs to get 11% of shares, which is a much higher hurdle. And then he can say everyone gets it through.

If he can't hit one or the other, depending on what jurisdiction is, then he's going to have to bump or the offer is going to fail. It doesn't work. So I just want to simplify that to make sure. I mean, it's actually more complicated than that in this case. I mean, your explanation is totally right in theory. In this case, it's more complicated because there's also some preft shares outstanding. Yep. And he owns 100% in the prefs. Now, the press don't have any economic impact, but they have some voting rights, lesser voting rights. So if you add the voting rights, and I don't want to go into all the details, but if you add the voting component of the pref shares to the 84% of the common he owns, he actually has 91.6% of the voting rights of the nominal

capital of the company under the Kurosau definition. Because Kurosau also treats preps as part of the nominal capital, whereas the Dutch law does not treat prefs as part of the nominal capital. Well, in any case, in squeeze out law in Holland, you need 95% of the equity capital, not the total capital. In Curisal, he would actually already be there, whereas in holiday, he not only is threshold higher, but he. Exactly. Exactly. And obviously when you're making an argument to minorities, if you have to convince three quarters of them, which is what is basically the current status, if it would have happened in Holland versus none of them in Curacao. I mean, it's apples and oranges, right? So that's the kind of lay of the land. So, okay, let's just kind of give you some numbers.

So everyone knows, I wrote a letter of going into this. in a lot of details. So you can read the letter. In the show notes, if anybody wants to read that. Perfect, yeah. So basically, I mean, look, we can talk about the process in a second, but just to frame the context of the bid. Mr. Sonnenberg's holding company put out a bid in, it was announced in mid-December, December 11th, December 12th, at 64 euros a share. At the time, the stock was trading in the 50s. So it was about, depending on the day, it was about a 20 to a 25% premium at the time.

now that price since then by the way they have they have released fourth quarter numbers so that number was based on third quarter only as I mentioned the third quarter showed a big rebound and it was I think slightly higher year over year in terms of well either maybe revenues were slightly lower but earnings were higher because they've been cutting costs but they had not reported the fourth quarter number even though it was December 11th so they you know they clearly knew what most of the fourth quarter numbers we're going to be. But anyway, so they put out a bit at 64 euros. Now, on that basis, using numbers that have since been released, they're acquiring the business for, call it five times, just over five times EBITDA, and maybe nine and ten times normalized earnings at the net income

level. And on a free cash flow basis, I mean, again, there's a few movie pieces. On a free cash flow basis, it's close enough to 10 times free cash flow, maybe slightly lower. Now, that's, that's a steady state kind of historical type numbers now. Now obviously, you know, given what's going on in the market, it's this EBITDA could be up 20% this year, 25% maybe. And so on the basis of like a conservative look on 2021, they're buying this thing at four times EBITDA. They're buying this thing at maybe 20% free cash flow yield. And the business is unlevered. The business has less than half of the turn of debt. Obviously that's quite cheap. Though again, you know, my first thought might have been, oh, Windows business, Windows business sucks, you know, you value like a steel

company or something where four or five times even though might be fair. So can you comp that to some of the other peers? Sure, sure. Okay. So one of the problems in this process, particularly there is no comparable business that looks, smells exactly like Hunter Douglas. Now, I mean that mostly in a complementary sense. Like there's no other comparable listed businesses in the direct windows sashes and curtains market specifically. There's a lot of of guys that make doors. There's a lot of guys that make kind of fittings. And there are some guys that make curtains partially, but they're all so much smaller and invariably far less profitable and they're not global. So one of the angles that the offer, Mr. Sonnenberg, and also the

independent committee used in kind of justifying this really low price is, well, there's no other fair comps. But there are no other fair comps in the sense that all the other comps that are listed are much worse. So you can still use them as kind of a benchmark to what's fair. So look, I mean, we can go through some of the US listed ones. They will trade at 2x, 3x, the number. So it's 8 to 12, 13 times EBITDA, whatever. It's so far below what they're trading at that it's, you don't have to be a micro, you don't have to be a surgeon to figure it out, that it's the price is wrong by multiples. Although I don't think that's necessarily fair. I think what's fair to do is to use the exact comps that the independent committee used in their analysis of the terms to kind of debunk them at their own kind of game.

And so they isolated, I think, five different companies, all of which are kind of globally, I mean, a lot of them are quite small and operate in different verticals. But there's one Taiwanese company, there's one Chinese company. There's one Australian listed company. I think there's one New Zealand company as well. By the way, these are all in the letter. So you can read the letter. I don't have the names in my head. I have to see it in my mind as you see. Yeah. Yeah, exactly. And the point is there was another activist, a Dutch activist who kind of looked at all those names that the independent committee

selected as the most relevant concept and said, look, on the basis of all those, as they were trading in December, by the way, not as they're trading today. And a lot of these are higher, was the market's higher. But as they were trading in December, the fair implied offer price is 11850 euros. So almost double what you're offering. And again, these are all inferior businesses. And so, then the then the question becomes well how did the invest independent committee justify the price and they said well look all these other businesses you know there's a control premium here that these businesses would necessarily get because these aren't controlled entities and so this is obviously a controlled transaction and therefore you can't use them and I'm like well that's actually a punch

of can I swear on the pod I'm not how to swear look man you're breaking my Google SEO with your last name already so you just go do what you want to do all right well that's it that's a bunch of bullshit because a lot, you dig into the ownership structure of all these companies, and they're all basically controlled companies. Not 84%. But so, for example, the Taiwanese company is 45% owned by the insiders. The Aussie company is 40% owned or 50% or whatever, close enough. And everyone knows the definition of effective controllers begins at 20%. By 40%, 50%, you have effective control. Can I clarify? Because I think, the independent community argued the other companies are not controlled company so their valuation doesn't matter? Yes. They made two arguments. One was they're not

comparable because they don't have the look, feel and kind of market position of our business. So they're not business comps. But the second argument was they're also not controlled entities, right? So in a controlled entity situation like what Hunter Douglas is, you can't use non-controlled entities, implicitly assuming that all their comps were non-controlled entities when a lot of these are family dominated businesses where, okay, you don't have 80% of the votes, but it doesn't matter. You have 45%. So whatever it is, right? It's just so asinine where you see all the time, in a fairness opinion or anything, right? You just say, oh, these are the best comps.

We're a better business. So, you know, we take their multiple and we should put a premium on them. Or if you're trying to steal it, you just say, these are the best cops, let's use their multiple. And then if you're controlled, you can just go and say, everyone else trades for 10. Because we're controlled, we think we should trade for eight. So you slap a discount on it or something. Exactly. It's also ridiculous.

It's ridiculous in takeover. Like, this is a controlled company. Yes, but you should pay as a fair price for them in a minority. I'm going to hop off my horse. But yeah. No, no, don't hop off your horse yet. There's a lot more galloping to do. I mean, look, the arrogance, I think, is one way to put it.

I mean, it speaks to the abuse of process that I think happened during this entire transaction because it speaks to the lack of diligence in examining the true nature of the value of the company, right? If the IC, the independent committee had done a cursory level of research, they could have figured out, one, all of these comps are essentially controlled entities. The only other European comp they mentioned is a French-listed business called Somfi, S-O-M-F-Y, where the insider zone close to 70% of the company. It's almost entirely an analogous situation to this stock.

I mean, yeah, it's not 85%, but whatever, it's controlled. And they have the temerity to suggest that that is not a comp because it is not controlled and or because it is a different vertical when it's a very similar. I mean, yeah, it's not as good as Hunter Douglas because the market shares much lower. The product is less complete, but all. other things apply. It's very, it's more liquid than Hunter Atlas's stock and it's a controlled entity. So, and it's right next door in France. So, I mean, it's that kind of, um, a lack of diligence and detail and I'm not sure what motivated it, but these are the kind of things that before

a squeeze out hearing, I think would appeal to a fair minded and open minded, um, judge or independent expert who will eventually have to deal on the merits of the case. So I guess going back to it. So, so we have this argument about what, what is reasonable and what's, what's fair. And so if you look at these kind of inferior comps, a fair price might be close to double what they offered. Now, if you look at precedent transactions, so basically there's three ways to determine value, right? There's DCF, whatever, which notoriously difficult. We probably shouldn't really touch that. We can, although we can if you want. There's comparable transactions. There's comparable multiples. And I guess there's kind of like your kind of bullshit sense for what's fair

absolute value or absolute value cheap or rich, right? So we've covered absolutely. value, we've worked out, it's cheap in the absolute sense, right? Paying a, paying a 15-ish percent or even 20 percent free cash flow yield from market-leading business with no debt. That's obviously very cheap. Then the comps, the comps multiples piece obviously implies at least a double, if not more. And then the transactions is the tricky one because there haven't really been any other transactions that are analogous in terms of industry, right? So none of the comps have really traded in the last few years, but the only one that traded was a big business called Spring Widow, which was bought by private equity a few years ago. I think it was 2018. And that price is

in the public domain. That was traded at 11 times EBITDA in a much worse market for a company that competes in the exact same verticals, windows, blinds, shades, just with a much lower market share. So even that traded it, again, double the multiple in a worse market. And double the multiple. So you'd be talking about double. the stock price, 64 is dollar. Yeah, yeah, exactly. No matter how you triangulate it, fair value discussion begins at say, 118 a share euro. Okay, so I mean, begins meaning not giving the company the benefit for being a superior business, whatever, and simply using precedent transactions and kind of the average of trading comps as kind of a ballpark for fair value. And look,

if you really wanted to isolate what the company is worth, it's probably much close to the 160 a share than 120, but this is kind of quibbling at the end of the day. Let me give my first. So I want to go through in a second, your activist campaign, how you think this process plays up and everything. But let me go through my first pushback, right? I think the first pushback when you and I started talking about this is, hey, you know, yes, the transaction seems awful.

Nobody, I don't think anybody independent is actually done that. But, you know, anytime a management team takes out a company, it's generally pretty bad, right? And there's really famous historical examples, you know, dole foods. I think they paid out the shareholder who breached a producer to be checks for quite some time after that went through. You know, you think back to Michael Dell taking the company private. Basically, anytime a management team works with a private equity firm where, you know, they take the shareholders out and then the management team stays on reloads. So is there something particularly bad about this one versus, you know, kind of your run-of-the-mill management team taking out all of their shareholders? Or, you know, a lot of what we've said, just, yes, it seems undervalue, but it does seem

far for the course, and I get upset about every single one, but is there anything different? Well, I'm not an expert in all the egregious transactions that have been conducted the world over, so maybe I'm not the right guy to ask, but it did prompt me to write my first activist campaign in protest, because I did think there were a number of single elements of this case that kind of even within the world of stinkery and funkery of corporate transactions that really stick out. And so, I mean, I kind of went through a few of them in the letter, but we can discuss some of these other historical deals, but it's rare to see a deal that's done at literally 50, 60 percent discount to fair value, right? I mean, the pure valuation argument alone is

beyond egregious, but more than that, it's the process. It's the way the process was run was particularly egregious and offensive to minorities. And frankly, I think, as I said, abusive process with regards to Dutch and European law in terms of takeover directives. So essentially, maybe it's worth getting into it. The Dutch regulator that governs kind of trading and conducting of offers on the Dutch market is an entity called the AFM, the authority for financial markets of the Netherlands, of in the Netherlands, in the Netherlands.

And look, I mean, they operate under the rubric of EU takeover directives. And obviously, the independent committee or whoever is tasked with assessing the offer has certain fiduciary responsibilities. They're board members. They have to protect the rights of all interests of all shareholders. They have to consider the rights of minorities, not just the rights of the majority. And so there are fiduciary binding fiduciary obligations upon those members to kind of uphold, to uphold the law, essentially, to uphold the law and also to behave in the good graces

and governance of the Amsterdam markets. And so I think on those regards, there, and sorry, so to add, you can actually be sued in the EU courts if you do not under, you can be sued in two respects. You can obviously be sued for breach of fiduciary duties in Holland, but you can also, you can sue to block a transaction under the EU takeover. of a directive, if you feel those responsibilities have been abrogated, if you feel those responsibilities have been ignored, essentially, and due process was not conducted. And so the, I'm throwing around a lot of acronyce here, but the VEB, VEB, is a Dutch kind of shareholder protection outfit that essentially conducts lawsuits on behalf of the grieve shareholders, and it's

already in the Dutch newspaper talking about potential legal action against the company and against the board on that basis that shareholder rights have been abused or abrogated and they're going to potentially sue to block the transaction. Do you know the history of VEV suing to block transactions? They have like a high hit rate. They, suing to block transactions itself, I had not found any history or precedent. Suing to get compensation for unfair or expropriation. They have done that like three or four times in the last 10 years, actually, with some very high profile cases. Fortis took a Fortis Bank took over one of their competitors. Then there were a few other.

It's all on the VEB website. If you Google VEB and then Holland, VEB, Holland or VEB Netherlands, shareholder protection, you'll find the site. They go through some of the historical cases. I will do that, but I just if you know and if not, I'll Google it while you go through some more of it. But when they sue to get more, just that just go to all minority shareholders who kind of are outstanding at deal time?

That I'm not 100% sure. of, but they do encourage you to become a member of their kind of collective, which is very cheap, by the way. It's like 60 euro or something. So I'm guessing you do it. Yeah, if you get, if you become a member of their collective, then you would have access to any kind of, any kind of rewards that come from that, although obviously if the law struck down the deal, then the shares would go back to trading as they were, right? So you would get the benefit, you would get a lot of the benefit, unless it was some strict payout. I'm not entirely sure. I think it's different to shareholder class action lawsuits in the US, whatever, you have to be part of the class to get the benefit, right? I don't think it's like

that. In this situation, let's say, for example, they suit to force the deal to break or a higher price. Any shareholder would theoretically get the benefits, right? If the price was just amended to 90 euro, 100 euro, whatever. But even if it wasn't, you're paying maybe a very token amount to piggyback on their efforts, let's say. So I would highly encourage you to contact the VB and discuss your options. Going back to why, yeah, sorry, podcast number five might be on VEB because this is interesting. I've never heard of this specifically where you can join as a retail member. We're going to be doing some research from that, but please continue with the... Yeah, look, I was just going to say you asked what is so egregious about this transaction.

I was kind of highlighting the abusive process. Maybe it makes sense to go through the process a little bit, right? So the position statement is a document published by the company, which explains exactly how the offer unfolded play-by-play. It's kind of like the proxy in a U.S. merger. And if you just read that step by step, it seems as if minorities' rights were being rushed on from the get-go. Because the principal owner, Mr. Sonnenberg, approached the board with an intention to make an offer on 19th of October. Okay, that had formulated into his first proposed offer at 60 euro a share within two weeks. Basically, what happened was, you know, at the very first moment that he approached the board making an offer, obviously, the stock was trading where it was.

trading 40, 50 euro, but third quarter numbers had not been published. Third quarter numbers were not published until later, much later on, you know, mid-November, after the first offer had already been made. So they were basically proceeding both hands of the entity, the offerer and the independent committee that was assigned to assess the validity of said offer were proceeding with information the market was not yet privy to. So one of the key problems with the whole process was they're making, and if you read the position statement, this is very clear that the entire basis of the supposed fairness of the transaction is based on a theoretical fair premium analysis to the extent stock price at the time, saying, look, all these other deals, they got a 25% premium,

whatever, 30% premium, this is a 25% premium, therefore it's fine. That's all a bunch of bullshit because the stock itself was not allowed to trade freely based on information that Insiders already had. If those numbers had already been published, it's my contention the stock already would have been a lot higher, and therefore your premium is fair supposition is, is ex-ante incorrect to put it mildly. It reminds me, my buddy, Mike from NonGap, you know, he always talks about the corporate dark arts where we're going to release earnings on Friday. We know earnings are going to be great.

Let's grant corporate, let's grant stock options on Thursday so that we can price them at the Thursday option before all the news comes out on Friday. And this is almost the exact same thing, right? Like, they need to rush out. And I don't know if I'm jumping ahead of you, but I believe even with the offer and stuff, They normally release a Q4 update. They didn't put out a Q4 update, so the market couldn't see that. They were clearly playing with the hands really stacked in the buyer's favor

where get this build on now before the market sees how good our business is doing. There's so many things where they gained this to the benefit of the majority and anti the minority. Obviously, the timing of the first approach, the fact that when Mr. Sonenberg approached the board, he held this threat of a squeeze out over the board's head in the very first conversation. That's disclosed. said, listen, you have to negotiate, you have to come to the party here. Otherwise, I'm just going to go to a squeeze-out.

I don't even have to make this offer, which in itself may actually be an incorrect legal opinion, legal position. I'm not 100% sure of that, but at the very least, it's a question for litigation. There's no excuse why the supposed representatives of the minorities on the board should enter into a negotiation under the threat of a squeeze-out when that very legal, verisimilitude of that squeeze out has in itself not being litigated. I mean, that's absolutely ridiculous. Otherwise, you're right.

The timing was cynical and based upon inside information, essentially, not being released to the public, and then was just justified ex post facto just with a bid premium, which in itself was inadequate. The fact of fairness opinion was conducted by a non-third party, a non-true harm's-length third party, by an entity that is not a top-tier investment bank in the Netherlands that has an ongoing business relationship with the company disclosed as they continue to do investment banking work and will seek to do investment banking work with the company that justified their valuation purely on the basis of DCF but then gave no details of said DCF, no details of their

forecast, no details of their model. In other words, gave us no ability to charge the viability or accuracy of those inputs to justify this insanely low valuation. As it was, this was all based upon information only available as of December 12th. Well, guess what? The formal offer wasn't published until the beginning of April, four months later. What's happened since then? Every building company under the sun has released a beat and raise, essentially. The market for new homes globally is on fire in the two main markets of US and Europe.

Large portions of the market are in structural shortage. And look, we're going to see it, right? Because they're going to have to report their one-Q numbers. but the four Q numbers alone coming out of COVID, EBIT was up 50% year of year, 55% year of a year. So there are so many things that are wrong with this deal. At the very least, there needs to be a bring down provision. Essentially, what this is is where you adjust the terms of the deal to new information that

has affected the fundamental value of the company. Like in the fourth quarter alone, the company generated over three euros of share and free cash flow, right? They didn't pay a dividend in 2020 because of COVID. Obviously, early in the year, they said, we're not. going to pay a dividend this year but then it turned out that fundamentally earnings weren't that different so we got screwed out of a dividend we got screwed out of all the information that's come to market since December 12th we got screwed out of due process by our board the independent committee

of the board three gentlemen don't own any shares in the company they don't own a single share in the company and of the three only one has a non hunter douglas board appointment the other two are just on the hunter douglas board as far as I know maybe they do but they have not disclosed it. Hunter Douglas would legally be bound to disclose their other board representation. So I don't think they have any other representations. And they've been on the board collectively since 2012, 2016 and 2017. So if they don't own any shares and they've been long-term employees of the company and the company said we're going to maintain the current corporate structure going forward, presumably they'll stay on the board. They therefore have far more

at stake just to maintain their employment and their stipend and the good graces of Mr. Sonnenberg than carrying a whit what shareholders get in terms for their shares. So, I mean, look, I could go on this. A lot more in the letter, but the abusive process is right here. Perfect. Okay, so look, I think we've established abusive process. You know, it's funny, I'll just throw this out. It's not the same, but it does have some rhymes to our first podcast on Stone X,

which had just bought GainCap. And if you remember, GainCap, they signed a deal, you know, mid-February or something. their business depended on volatility. They signed the deal. And then in March, volatility went through the roof and the company printed monies that they never even dreamed of. And in that case, they had signed a deal and there was no out, right? But in that case, it was two independent parties and they had signed a deal and they were kind of stuck. And I know a lot of shareholders wanted them to be able to pay on dividend. There was just nothing they could do. But in this case, it was a guy who saw the results kind of on the come and said, oh, let's take that before anyone

else knows. And in this case, I do think it's obviously very much deserved to pay a one-time dividend, bump the price, something. But let's share over. Here's the difference. Sorry to cut you off just because I do think it's, it's quite important. Well, the main difference, as you said, is here our board, our independent committee willingly signed off and recommended this transaction. If you go through my letter, my main problem, the price is insane. Obviously, the price is insane. but forget the price, forget the price. If the fair price for the company was 75 euro and they'd signed off on this deal unnecessarily at 64, I would still be upset. The point is they're recommending this offer. They're recommending an offer for spurious reasons based on false and incomplete information.

And that's the main problem here. There's no need for this independent. If Mr. Sonnenberg wants to try and squeeze us out at an unfair price, he can go ahead. But there's no reason why my representation on the board who's meant to have my best interest at heart as a shareholder should sign off on a robbery, sign off a robbery and then tell me it's fair, which is just a blatant misrepresentation of the actual facts, right? So one of the main sticking points I had other than the stuff I've already mentioned was this idea that there's no strategic rationale to the transaction because a lot of the position statement was spent explaining how this would be beneficial for the company and its stakeholders.

But then if you read through the actual statement, the independent committee says, well, we called up all our suppliers, all our operators, all our managers, we talked to our customers, we talked to our employees. Nothing would change about the operation of the company. In fact, the only thing that would change is we would smooth the succession planning of Mr. Sondberg. Since when is the tax estate planning of some other investor who happens to be the majority owner? Since Andrew, if you and I have shares in a company, you own 60%? and high in 40%. What isn't my problem what your estate planning looks like?

It's absolutely and utterly ridiculous. If anything, you should sell me your shares at a discount. Listen, unless I put you into a some dodgy, you know, some dodgy annuity or whatever, and then it's my responsibility. But no, I mean, this is just, the logic is just, the logic is just wrongheaded. I don't even know how to say it.

It doesn't make sense. There's no rational thought behind entering into this transaction. Now, if they got out there in the position statements, said, look, Sonnenberg has us over a barrel. We've done a huge amount of legal work. There's nothing we can do. He's going to go to a squeeze out. And if you don't want to go to squeeze out, you should take the offer. But if you do want to go to a squeeze out, and when we can talk about that, as I'm sure we will, then you should reject the deal. That would be fine. That would be fine. It's kind of trying to pull the wool over the eyes of minorities, scaring them with this,

you know, this big idea of a squeeze out here. And in fact, the squeeze out is going to give us a much, much better outcome in my view. Well, hey, that's perfect. So you started talking, squeeze out. Let's talk. Okay, so, I do think he had the company a little bit over the barrel with his saying, hey, with his saying, hey, I don't have to do this, but take this offer. And obviously the board, maybe cronies, I don't want to put words in anyone's mouth there.

But how do you think this is out of the end? We've still got the 64 offer on the table. The process is going, I think the acceptance period ends in mid-May, if I'm remembering correctly. It ends June 1st. June 1st comes and goes. I think there's enough shareholders. We can assume that they're not going to hit the full acceptance rate where he could easily do the squeeze out or anything. So how do you think the plays out? Well, okay. Well, sorry. So to be clear, there's a number of complications. If the laws of Curacao do apply with regards to squeeze out, it doesn't really matter what the acceptance

rate is theoretically, right? He could theoretically still move to a squeeze out proceedings in Curacao and that language actually is in the offering documents. Now, that doesn't mean he has to. That doesn't mean he has to. So there is a scenario where the acceptance ratio is extremely low, right? And because of that, he realizes that discretion is the better part of valor and he just simply leaves the shares trading. All those shares that he didn't acquire at 64 just continue trading freely in the market. That is a scenario. And in fact, that's happened in the past. They've done tenders and other things in the past, and have not tried to move to a squeeze out thereafter. Now, so that's scenario one is kind of you own your shares.

They keep the trading like 68 now, so a bit of a premium to the price. Squeeze out doesn't actually come. They because the company either cannot or does not, sorry, not the company, the offerer cannot or does not choose to exercise the squeeze out right after June 1st. That's scenario one. In which case, the stock tastes trading, who knows where it trades short term, but I'd be very, very happy to continue owning this. business at this price. Let's just put it that way. Scenario 2 is to try to avoid a very contentious

and lengthy and litigious squeeze out hearing probably across multiple jurisdictions, probably in Holland and in Curacao, maybe with a side of fiduciary duty, a lawsuit, etc., that the deal is bumped to a level which is acceptable to all parties involved. Now, working out where the zone of indifference ends is always tricky in these situations. And you also have to discount how long a potential squeeze out hearing would take and kind of what's an acceptable rate of return there. But without speaking to all the larger minorities in the case, I cannot speak to their opinions with regard to what's an acceptable price. But it's definitely not close to 64. I mean, it's not close. So we're not saying a bump to 70, 75. This is not acceptable. It's much more.

I mean, if you think fair value on the stock is 120 to 180, let's just put a very big wide range John, you're much better off going through a kind of like a nine to 12 month process, squeezed out to work out fair value of the company and taking your chances there, knowing your downside is 64. No, but sorry, I should clarify, in the case where you go through squeeze out and you don't win, you're not going to get 64. You're going to get more than 64 because you still accrue value for the locked up capital at the Kurosau Central Bank rate, which is 2 to 3%.

And I think at a very bare minimum, the reference date will be. set after the tender closes, maybe some period of time after the tender closes, maybe July. The reference date is essentially the date at which the judge or court will work out the final value of the company and disregard any forward information after that date. In other words, they're not going to work, they're not going to, sorry, my wife got me in coffee, they're not going to work on the basis of deck 12 information. They're going to work on the basis of June, July, 2021 information to work out the final value. Okay.

So everything that happens from Denon has been to our benefit in terms of creating value of the company. And plus, at a very bare minimum, I think a judge would be very sympathetic to the argument that the dividend for 2020 should be reinstated, right? So at a very bare minimum, you're looking at getting back, I think, I think something close to the current stock price, if not higher, at the end of the squeeze out hearing. And that's kind of my SPAC thing where it's like, hey, all you're risking is the opportunity cost would be how you're kind of thinking about it.

don't get me wrong, your capital will be locked up and the stock may or may not be listed at that time. I mean, there's so many wrinkles in this case because under the ASTAM law, under the Euronex law, you can't delist the stock unless you have 95% of the common equity, right? But how's the stock going to keep trading and simultaneously move to a squeeze out hearing? Oh, that's interesting. So we might be in a situation where the stock is still listed, right, because they didn't get a high acceptance in the offer, but they're still theoretically maybe able to go and squeeze you out in Curacao, in which case you could always sell your shares in market and the stock would trade based on the court case outcomes, right? In Curacao. Anyway, the key point is, I think

your downside is essentially locking up your money for some indetermined period of time, which is really scary to a lot of people and they can't do it. Having said that, if that's your absolute worst case and your upside could be 100 euro share, 120 euro share. So, Look, I think it's very interesting from a pure kind of technical setup. In reality, I think, look, Mr. Sonnenberg owns 84% of the company. There are 5.5 million shares, outstanding minority shares. What's the right level that would get people to avoid going to a squeeze-out? Not 75, 85, still pretty low.

Look, somewhere between 85 and 100, you'd have to think about it, right? So, you know, if he pays up 20, 30 euro, we're talking about 150 million euro for a guy who is a multi-billionaire, right? It's not, it's within the realm of possibility. You've got a thought bubble for me. You and I, I'm sure some listeners have heard me talk about Collectors Universe. You and I talked about Collectors Universe quite a bit. This was a business, had an activist. They took basically a no premium bid.

You know, everyone was furious, but they had some shares locked up. And I think they were in a tough spot. And eventually the activist bumped the bid nicely, worked out for everyone. And then literally the day after it closed, you know, Presley said to Presley's business on fire. everything's going crazy. It was awesome. Horrible process, all the service. I do wonder if something similar happened here where what they do is you throw the 64 bit out, knowing it's going to be tough, you lock people's minds on the 64 and you just said, hey, I think 80, 85, 90, right?

But because people are so locked on the 64 and people start looking at the headache and, you know, I'm sure your call space is around 64, 65, if he bumps it up to 72, you know, maybe he can just get enough people over the finish line. So I wonder if it's very strategic. in that sense. It's definitely strategic and there's definitely going to be some anchoring. The reason I think 72 will not get it done is I'll tell you, I've spoken with all the major minorities, they're not going to tender at 72. They won't.

It doesn't make sense. You'd rather, I mean, think about it. If you have a very large position and done a lot of work on the company as I and obviously the larger minorities who have held this for many, many years to have, yeah, okay, you look, I mean, look, a large, I obviously can't speak to specifics, but a significant portion of the minority shareholder base has already engaged Curacao Council and Amsterdam Council. I mean, look, if you have a 50, 60, 70 million dollar position in the stock and you have to front the legal bills to run a court case in Curacao for nine months, 12 months, and in return,

you'll make, you know, an extra, whatever it is, $25, $30 million, you'd do it, right? Law suits are expensive, but they're not that expensive. So without speaking to the price, as I said, I honestly don't know what the right price point is. There's definitely some anchoring going on, but I do think this is not a case where he can simply bump it to 70, 75 and just expect that the court case or the squeeze out nuisance would go away. It would have to be much more substantial than that, given the degree of value extraction that's going on here. I think the Collectors Universe case was a very interesting one, but also slightly, slightly tricky because the business was inflecting, but it was inflecting so rapidly and so far beyond the norms of the business, right? So basically you're seeing this peak, peak, peak, peak kind of performance just emerging at collectors. Whereas here, yeah, I mean, the business is growing. It's building on a long term secular trend. But, you know, the underlying earnings power of the business for many, many years has been demonstrated. Collectors is historically a very long. very poorly managed business with significant amount of fad risk and execution risk in terms of the management if it remained an independent entity. And the absolute value on historical numbers

was very, very high when they took it out. Here, the absolute valuation on historical proven earnings power is incredibly low. The historical consistency of the earnings power is incredibly low. I'm not saying Conner's buddy of mine, of course he nailed that call, Alta Foxwit. As he nails every call seemingly. I've got my back pocket full of coner mistakes, actually. I'm going to bring them out of my next podcast. I'm just kidding.

I'm just kidding. But no, look, it's just, that's apples and oranges. And the other point is you only really needed a small percentage of the company to kind of get that deal done given the setup of the shareholder register and the index ownership, basically a passive ownership in that company. So it was a very different situation here. look, the problem but also the benefit of us is if it goes to a squeeze-out, it goes to a squeeze-out whether he has 90%, 95%, 97%.

Like, you get a squeeze-out hearing. I mean, maybe I should make that clear. There is no level of ownership where he can deny us the right to have our case heard before the court. That won't necessarily be the Amsterdam court if my legal reading is incorrect, but it certainly will happen. sorry, you're still there? Yeah, still there.

It certainly will happen before the Couricel court. And so the price at which the seller meets the buyer has to be a lot closer to fair value. Otherwise, we're going to go through this hearing. Perfect. And I'm guessing, and this is just more for me, and I'm sure any minority shareholders, if they go to Corcal Court squeeze out, it's going to be one. case, like, you know, you own, and you say in the letter, 7,000 shares, you're not going to go have to engage your own. Oh, no, no, no. It's going to be. Okay. Exactly. The only thing you would

need to do to participate in a squeeze out hearing, participate is not tender your shares during the offer period. Now, there's, yeah, you don't have to, you don't have to nominate, you don't have to do anything. You will just not tender. Then you'll get this instrument that may be listed or maybe not. If it stays listed, then obviously you get a mark to market. If it gets delisted, you still have your shares. I own 7,000 shares. You own whatever you. own. And then you follow the court case along. And look, I mean, whether or not you have legal counsel, the court will appoint an independent expert to value the company, either one or three. It's at the court's discretion. Now, obviously, if you have legal counsel, you can make arguments

before that independent expert and present evidence. And that's what we intend to do. And to the extent you are a large shareholder and or, you know, motivated to do so, no doubt there'll be some pro rata sharing of fees in that case. I have not really got that far, but don't worry, I'm happy to contribute. But as a small shareholder, all you have to do is not tender into the deal and then wait. And if the court says you're going to get 100, you'll get your 100 just in a year from whenever it is. The court case may take 12 months, may take longer than 12 months. That part is answer. That was my understanding. But you know, like US appraisal cases, which I've got some experience with, like, if you were a shareholder, you actually have to go hire your own lawyer. And, like,

you know, if you're a 500 share shareholder, you can't just preload off anything. You actually need to go engage counsel and submit your appraisal case and everything. So just confirming there. Let's see. I want to be cognizant of time here. I think we've actually run through a good piece of this. But I know, look, again, the letter's going to be in the show notes. A, it includes some fantastic language. I mean, did you study English and were you a writing major in college? history major. I was a history major. It's got some history stuff in there. I mean, my favorite line, the line everyone that's jumping out to everyone, what was it? This is the biggest theft of a duck in the Dutch land since they stole Manhattan. I'm butchering. You are butchering. You are

butchering my pros. You are really butchering my pros. Give it to us from the horse's mouth. The greatest expropriate, no, sorry, the most egregious expropriation of value by a Dutchman since Peter Minuit bought the island of Manhattan from the Indians for 60 guilders in 1626. This absolute chest kiss. How long did it take you to come up with that line? Actually, it's funny. The line itself, I think someone else mentioned the fact that,

wow, this reminds me of, you know, when they bought Manhattan for 60 guilders of beads and trinkets. And I said, well, that's good, I can use that. And so then once someone mentioned it, someone said, dude, this is a robbery, right? And so once I thought, well, that's actually, appropriate and then actually the letter itself look I had I had a couple of friends who really you know proof read it whatever and helped me clean up the language but but yeah I mean I went to a

school in Sydney called grammar which is kind of like a nerdy academic boy school and there was a common joke at the time and it went like this it said basically why a grammar boy is so skinny and the answer is because there's no eating in the library so basically I got my money's worth in library. The next line is, I for one, will not stand idly by whilst this crown jewel of a business, our company is given away inexplicably and unnecessarily to a rapacious majority owner. I mean, it's just incredible stuff. I'm glad you like the language and I'm glad people can get behind some of the, let's say, quote or quote the poetry of it, but I wouldn't say it if I didn't feel it. I mean, I really do think this is a travesty. I mean, I do think this is a

An injustice of pretty epic proportions, right? I mean, what's the point in being an investor in a business? What's the point in being a minority shareholder if you're just going to get run rushed by all the institutions and regulatory apparatus that is meant to protect you? I mean, honestly speaking, it makes the Amsterdam market look like a circus. I'm with you. You know, these are unrelated, but there's stuff like Clover going public with an undisclosed DOJ investigation. It makes me so angry. And I get people like, like, why do you care? And it's like, well, because, you know, I'm an investor and it just makes me angry that a company could go public and have a DOJ investigation. Like, I could read

their financials. And one of the assumptions when I read your financials is if you have a DOJ investigation and you don't disclose it, you're probably going to jail for lying to shareholders. And so I can invest in you based on that. And now that's been proven wrong. Or, you know, one of my assumptions was, hey, if you offer to take a company private, you've, you're actually considering taking it private. And if you say funding secured, you have funding secured. But turns out that was wrong so I can't trust take privates anymore. So yeah, it makes me angry just as a person who cares about this stuff. As a market participant, you expect the rules to be upheld. The whole reason we play this game is because we think we can beat it on the basis of the

rules and the expectations and the kind of the, yeah, I mean, like think about it like tennis, right? You're not going out there and playing without lines and a net and a judge. If you were, it wouldn't be tennis. It would just be running around in a bunch of dirt looking for a little thing covered in yellow hair, but that's not what we're doing. It's why when I play board games, and if I kept someone cheating, I will never play with them again. And people like, why is it a big deal? I've actually had people who are friends and like, I kind of pulled away because I found out they were cheating on four games. Like, why's it big deal? I was like, what's the point of playing something if you're just

going to cheat at it? Like, we could go play basketball and we could just say, oh, I win and I'm the greatest basketball player ever. Nobody cares about that. They want to see you competing on a fair playing field. But we're a way off topic. I want to be, exactly. I want We've covered a lot, but I know you've got a lot in this letter, and I want to make sure, are there any points you feel like we should have hit harder, we didn't hit anything, you just want to drive home for our listeners? Look, I think we covered most of the broad strokes. I think in the letter I went through eight separate grievances or eight separate issues that I

had with the process. I think, you know, I should have had the letter up in front of me. I don't actually have it in front of me. Maybe I should just make sure we hit all of those. Did I cover all of those? If I covered all of those, then I think we could just give me one. Gail, same information, hopelessly conflicted. And I just keep, peers are higher valued.

Unclear legal position used to extract the recommendation. We hit zero strategic rationale, which I think is a great point. And that's a great point for take privates in general. But that's another point. Evolution of Offer, highly problematic. I think we hit that pretty well. Interest of the Independent Committee, not a line, definitely hit that. Zero shares with multiple years.

of board representation is atrocious and the first point timing was optionist yeah we covered it we covered it yeah I mean look and the only thing I would kind of reiterate is yeah so so I do think in closing I do think there is scope for some kind of not bumper trash that's not the word I would use in the situation but some kind of ability for the offer to kind of make amends let's say under Dutch statutes you can bump the offer as many times as as you like. So there's definitely the ability for that to happen, but I would encourage anyone looking at this situation or involved in this situation to be willing and able to go through a potential appraisal slash squeeze out process. Because I do think this is one of those

rare situations where any kind of fair-minded or independent panel and or judge will do is much closer to come down on what's right than the 64 price. And even if that takes a period of time, I still think that would be a highly attractive return, given where the stock is today, given the risk involved, given the, basically the upside downside, right? The downside is, as I said, getting somewhere between 64 and 68, in my view, and your upside is getting north of 100, let's say, at a very conservative measure. And so it's rare to find those kind of investments in trades.

And in other scenarios that we discussed, most all of those are very expectation value positive, whether the deal breaks, whether they stop the tender, whether they bump it aggressively to get a clean deal done. Those are all highly positive expected value scenarios. So, yeah, let's leave it there. I think we covered all the main points, unless you have one more question. I had one risk that popped up as you were sensitive. You know, if this is a very small risk, but if they're going to base the squeeze out fairness opinion based on how the business is performing in June, I do suppose you have some risk where, business falls off a cliff in Q2 or the company can point to a materially worsening

outlook when this deal closes in June. I don't know if you want to say that is a pretty tell risk because everything is on fire related to this and given the backlogs and you know US single family home starts and all that it's tough to see how that changes but I do guess it's a risk and I haven't heard that mention yet. I guess so. I mean that's getting the environment to change so rapidly as to affect the evaluation of the business materially to a level lower than the 64 euros, which was already half of fair value in the next, in the next one month. I mean, it's possible, but, you know, then again, so is any kind of disaster, natural disaster or something, right? So yeah, it's possible, but I'm not, I'm not losing sleep.

I'm trying to cover my bases, man, but I hear you. You bring interesting ideas here. I just try to push back. It's hard when they're so good, man, sorry to them they're so good. Cool. Well, look, I really appreciate, I want to reiterate, I really appreciate you, you kind of giving me the platform, Andrew, and having me on to discuss, I mean, obviously everything, but particularly this is my first kind of public kind of engagement campaign. And look, we joke around a little bit on the pod as well, as we should and trying to have fun. But yeah, I mean, look, this is an important, this is an important issue for me. Beyond the financials, beyond obviously the money at stake, also I think it's the right thing to do. And that's why I kind of put a lot of effort into this. So look, fingers crossed, I, we get a

good response here. Obviously, we'll be following up how it goes in the next few months, no matter how it goes. One other final point I would mention is that the Dutch press has written this up a couple of times in Dutch. It's on my Twitter feed variously, but basically the Dutch version of the FT. It's called the FD, FD, like I don't know why they didn't pick a name. The Dutch version of the FT has done an ongoing series on the Hunter Douglas deal. They wrote up post my letter. They did another article and some other local paper did it. I'm hopeful that the Western Press, or at least like the, you know, the FT or the journal will pick it up so far, no luck, but let's see. But yeah, I would encourage anyone who's involved or interested

to spread the word. And particularly if you are a minority shareholder, you should make your voice known by writing to the independent committee of the board and expressing a dissatisfaction with the terms of this transaction. That is very important. Every share is important. Every voice is very important. So thanks again for having me on to discuss this important issue. And hopefully you and I will be toasting some bubbly when we get fair value for all shareholders in the next few months. Okay. Well, Jeremy, I appreciate what you're doing here. I appreciate you coming on the pod. Again, everyone knows. I hang on literally everywhere Jamie writes instead. So it's been great having you on. Looking forward to having you on for appearance number five, six, seven, eight,

all of those. And we'll be in touch soon. Have a good one, man. Speak soon, bro. Take care. Bye.