Are PacSun shareholders being thrown an airball?

Shares of Pacific Sunwear (NASDAQ: PSUN) rose in after-hours trading yesterday after Adrenalina (OTC BB: AENA) announced an offer to acquire the company for $4.50 per share. Shares of PacSun had closed at $3.80. The press release announcing the offer said that the proposed deal would consist of a "combination of cash and Adrenalina common stock" and is " subject to PacSun's Board and shareholders approval, execution of a definitive agreement, obtaining the requisite financing and certain other terms and conditions."

There are so many red flags here that it's hard to know where to begin. Pacific Sunwear has a market cap of $250 million, more than 10 times that of Adrenalina's. Adrenalina also has just $329,000 in cash and a history of huge losses for a company of its size. A few years ago, minnows could gobble up sharks but with credit markets as tight as they are, it's hard to see a company of Adrenalina's size swinging a deal like this.

Then there's the CEO of Adrenalina, Ilia Lekach. You may remember him as the former CEO of Parlux (NASDAQ: PARL), where he made numerous offers to take the company private that quickly disappeared, and frequently complained about market manipulation by short sellers. You can read more about him in Herb Greenberg's "Worst CEO of the Year" column from 2006.

Investors would do well to ignore Lekach's offer based on his history of smoke-blowing, and focus on the mess that is Pacific Sunwear's current operations.

UPDATE: Pacific Sunwear has announced that it has rejected the offer. Shares are down 1.5% today, at $3.74.