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   Strategies & Market TrendsSpeculating in Takeover Targets


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To: richardred who wrote (1039)2/12/2006 11:25:32 PM
From: richardred
   of 6521
 
Nippon Steel Mum on Arcelor Clause
Sunday February 12, 10:24 pm ET
Nippon Steel Mum on Tech-Sharing Clause That Could Block Arcelor Takeover Bid

TOKYO (AP) -- Nippon Steel refused to comment Monday on a report that a clause in its technology sharing agreement with Arcelor SA could help the European steelmaker block a hostile takeover attempt.

Japan's Yomiuri newspaper reported on Saturday that Nippon Steel's partnership contract with Luxembourg-based Arcelor contains a "change of control" clause that could be used to defend Arcelor against an unsolicited takeover bid by Mittal Steel Co., the world's largest steelmaker.

Nippon Steel spokesman Masato Suzuki declined to comment on the report or the company's agreement with Arcelor.

The clause gives Nippon Steel -- the world's third-largest steelmaker -- the right to refuse use of any technologies provided to Arcelor, the second-largest steel producer, if Arcelor is acquired by another company, the Yomiuri said.

The clause could make Arcelor a less attractive takeover target and in effect could be used to prevent such a bid, the newspaper said.

"Nippon Steel and Arcelor signed a partnership agreement in January 2001 that includes sharing technology related to manufacturing high-quality steel plates for automobiles," the Yomiuri said. "If Mittal acquired Arcelor, Nippon Steel could invoke the 'change of control' clause to prevent Mittal from using the technology," it said.

"Japanese auto makers rely on thin, durable steel plates made with some of the shared technology for their low fuel consumption vehicles manufactured in Europe," the report said. "The makers could turn to other suppliers if a Mittal-owned Arcelor could no longer supply the plate."

Arcelor has rejected as hostile Mittal's takeover bid, announced on Jan. 27. The bid would create a giant company with a nearly 10 percent share of global steel production and a market capitalization close to US$40 billion (euro34 billion).

Arcelor and Nippon Steel have a partnership agreement but do not own stakes in each other.

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From: richardred2/12/2006 11:40:17 PM
   of 6521
 
Buyout fund investors look to partner on deals
Saturday February 11, 11:25 am ET
By Michael Flaherty

NEW YORK (Reuters) - Pension funds, university endowments and other institutions that invest in private equity funds are looking for a more direct role in the deal action.

As a result, those pricey private-equity buyouts are about to get even bigger.

The midmarket buyout arena, where the value of deals ranges from the tens of millions to several hundred million dollars, will feel the bulk of this trend.

With an added layer of buyout investors to contend with, the already highly competitive midmarket will have even more well-heeled players. That could spell trouble for midsize buyout funds struggling to find deal partners.

The institutional investors are looking to expand into what the private equity world calls co-investing, or buying a piece of an acquisition that a buyout fund is purchasing.

This direct investment in a deal allows the institutions to deploy capital faster and pay lower fees.

Normally, these investors take a different approach. They allocate money to the funds and wait for a nice return as the funds buy up several, in some cases dozens, of companies and sell them later for a premium.

Co-investing is not new. But more and more, buyout fund investors -- commonly known as limited partners -- are setting aside larger sums of money, albeit not huge amounts, to directly invest in deals.

The reason: it's cheaper.

Limited partners are under pressure to reduce fee costs. At the same time, they have massive amounts of money to invest from their returns on private equity funds.

"We're looking to get the best returns we can, and this is a way," said Chris Wagoner, senior investment officer for private equity at the Los Angeles County Employees Retirement Association.

Generally speaking, limited partners pay a 2 percent management fee to their buyout funds, which in turn are allowed to keep 20 percent of the "carry," or gains.

Co-investing, however, typically comes with a 1 percent management fee and 10 percent carry. The idea is that the limited partner will be an active participant in the deal, so why not reduce the fee for their efforts?

The concept is catching on.

The California Public Employees' Retirement System has said it wanted to reduce its buyout fund relationships and planned to explore co-investing. CalPERS, the largest U.S. pension fund and an investor in 135 private equity funds, currently has a small co-investment fund.

"Co-investing is a cost-effective means of putting pretty sizable amounts of money into work in private equity," said Leon Shahinian, senior investment officer at CalPERS. "If you have great relationships, it could make a lot of economic sense."

Shahinian stopped short of saying CalPERS would expand into co-investing, but several sources familiar with matter said the fund planned to do exactly that.

Co-investing, while attractive to limited partners, comes with risks.

When investing in a private equity fund, a limited partner is placing its faith on a wide portfolio of companies. When co-investing, it is betting on one or a few individual deals.

"It's one thing to be invested in a fund," Shahinian said. "But if something goes drastically wrong with a portfolio company ... it could be a pretty messy situation."

CO-OPERATING

The Oregon Public Retirement System, another major limited partner, is seeking more co-investments.

"It's definitely a policy we've been pursuing more aggressively," spokesman Kevin Max said. "The fee structure is better, and it gives us the ability to act quickly and take advantage of a deal that pops up."

The $1.5 billion that OregonPERS allocated to Kohlberg Kravis & Roberts Co.'s new buyout fund included a $187 million co-investment piece, Max said.

More co-investing is also expected to reduce the size of club deals, where many firms team up on an investment.

As the thinking goes, why bring in a buyout competitor when you can call on one of your limited partners?

"It allows midmarket firms to do bigger deals and do them alone," said Hamilton James, president of the Blackstone Group, one of the largest private equity firms.
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From: richardred2/13/2006 10:11:45 AM
   of 6521
 
Vimpel Bids $5 Billion for Kyivstar
Monday February 13, 10:04 am ET
Russia's Vimpel Bids $5 Billion for Ukraine's Biggest Mobile Phone Company, Kyivstar

MOSCOW (AP) -- Russia's second-largest mobile phone operator, OAO Vimpel Communications, has made a $5 billion offer for Kyivstar, the largest mobile phone company in Ukraine.

"We believe the acquisition of Kyivstar will create significant value for all our shareholders and ... would put us firmly on track to become the No. 1 telecoms company in the CIS," a bloc of 12 former Soviet nations, Alexander Izosimov, Vimpelcom's chief executive, was quoted by Dow Jones Newswires as saying.

The Russian mobile phone operator would also assume $456 million of Kyivstar's debt.

The offer appeared to set the stage for more arguments between Vimpelcom's core shareholders -- Russia's Alfa Group and Norway's Telenor, which disagree over Vimpelcom's strategy in Ukraine.

Both companies are shareholders of Kyivstar, though Telenor, which currently controls the Ukrainian company, would lose that control through any takeover by Vimpelcom. Telenor opposed Vimpelcom's earlier purchase of the No. 4 Ukrainian mobile operator.

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To: richardred who wrote (974)2/13/2006 10:17:30 AM
From: richardred
   of 6521
 
Arrow International Ups Quarterly Dividend
Monday February 13, 9:24 am ET
Arrow International Raises Quarterly Dividend to 17 Cents Per Share

READING, Pa. (AP) -- Catheter maker Arrow International Inc. said Monday that its board raised its quarterly dividend by 13.3 percent to 17 cents per share.

The payment, up 2 cents per share from the prior payout, is payable on March 13 to shareholders of record on Feb. 27.

Arrow International said the move reflects its confidence in the future of the company and in its business initiatives.
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From: richardred2/13/2006 10:21:16 AM
   of 6521
 
Biopharm Co. Adolor Plans Stock Offering
Monday February 13, 8:01 am ET
Biopharmaceutical Company Adolor Plans to Offer 5 Million Shares of Common Stock

EXTON, Pa. (AP) -- Biopharmaceutical company Adolor Corp. said Monday that it plans to publicly offer 5 million shares of its common stock.

Adolor has also granted underwriters an option to purchase up to an added 750,000 shares within 30 days after the offering to cover overallotments.

The company said it plans to use the proceeds for general corporate purposes, including increasing its working capital, acquisitions, in-licensing of products or technologies and capital expenditures.

Lehman Brothers Inc. is acting as the sole bookrunning manager of the proposed offering, with Pacific Growth Equities LLC, Banc of America Securities LLC, and J.P. Morgan Securities Inc. acting as co-managers.
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From: richardred2/13/2006 10:27:12 AM
   of 6521
 
MSFT-Starting to flex it muscles?

Microsoft Acquires Mobile Search Technology Provider MotionBridge
Monday February 13, 10:00 am ET
Deal enhances Windows Live services with innovative search solutions for mobile operators and their customers spanning work and play.

BARCELONA, Spain, Feb. 13 /PRNewswire-FirstCall/ -- Today, at the 3GSM World Congress 2006, Microsoft Corp. (Nasdaq: MSFT - News) announced the acquisition of MotionBridge, a leading provider of search technology designed specifically for mobile operators and the mobile Internet. MotionBridge, based in Paris, is a worldwide leader in mobile search technology that is currently available to customers through contacts with major mobile communications companies in Europe and North America.

"The emerging field of mobile search is strategically important and crucial to delivering on our vision for Windows Live(TM) of providing a seamless and rich information experience for individuals and businesses across devices," said Christopher Payne, corporate vice president of MSN Search at Microsoft. "With MotionBridge, we are excited to continue to offer mobile operators the tools to maximize the value of their content and data networks, and provide a powerful search engine for mobile users. By combining the mobile search solutions of MotionBridge with Microsoft mobile search instruments such as local and Web search, we will provide mobile operators and consumers with an even richer search experience."

The MotionBridge technology brings superior simplicity for users, delivering clustered results and deep links to downloadable content from multiple providers with device filtering. Mobile operators are able to achieve precise control through flexible resolution rules, and manage their service with Web-based back-office tools and detailed usage statistics. Microsoft and MotionBridge will continue to support MotionBridge's current operator partners such as Orange, Sprint and O2 Ltd. as part of the acquisition. Key assets obtained in Microsoft's acquisition of MotionBridge include its technology and mobile operator relationships. In addition, Microsoft will benefit from the expertise of the MotionBridge team.

Besides the continued support of existing services and customers, the MotionBridge and Microsoft search teams plan to move forward on mobile search solutions for Windows Live(TM) to provide rich and seamless information experiences to individuals and small businesses, enabling mobile users to quickly find relevant search results on the Internet. Financial details of the acquisition were not disclosed.

About MSN and Windows Live

MSN attracts more than 440 million unique users worldwide per month. With localized versions available globally in 42 markets and 21 languages, MSN is a world leader in delivering compelling programmed content experiences to consumers and online advertising opportunities to businesses worldwide. Windows Live(TM), a new set of personal Internet services and software, is designed to bring together in one place all the relationships, information and interests people care about most, with enhanced safety and security features across their PC, devices and the Web. MSN and Windows Live will be offered alongside each other as complementary services. Some Windows Live services entered an early beta phase on Nov. 1, 2005; these and future beta updates can be found at ideas.live.com . MSN is located on the Web at msn.com. MSN worldwide sites are located at msn.com .

About Microsoft

Founded in 1975, Microsoft is the worldwide leader in software, services and solutions that help people and businesses realize their full potential.

NOTE: Microsoft and Windows Live are either registered trademarks or trademarks of Microsoft Corp. in the United States and/or other countries.

The names of actual companies and products mentioned herein may be the trademarks of their respective owners.

Source: Microsoft Corp.

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From: richardred2/13/2006 10:29:23 AM
   of 6521
 
Caliper Life Sciences to Acquire Xenogen
Monday February 13, 7:30 am ET
- Provides Entry Into High-Growth Optical Imaging Market -
- Catalyzes Transformation to Leading Edge Drug Discovery Tools and Services Company -
- Enhances Revenue Growth and Profitability Outlook -

HOPKINTON, Mass. and ALAMEDA, Calif., Feb. 13 /PRNewswire-FirstCall/ -- Caliper Life Sciences, Inc. (Nasdaq: CALP - News), a leading provider of products and services for drug discovery research, and Xenogen Corporation (Nasdaq: XGEN - News), a maker of advanced imaging systems including instruments, biological solutions and software designed to accelerate drug discovery and development, today announced their definitive agreement to merge. Under the agreement, Caliper will issue common stock and warrants, currently valued at approximately $80 million, in exchange for all of Xenogen's equity securities outstanding at the closing. The acquisition is a defining step in Caliper's strategic transformation into a leading provider of tools and services that increase the productivity and clinical relevance of life sciences research, and is expected to accelerate Caliper's revenue growth and profitability. Caliper and Xenogen will host a conference call to discuss the transaction today, Monday, February 13, at 9 am EST.

The integration of molecular tool technologies presents a key opportunity to improve drug discovery research. As highlighted in the FDA Critical Path Initiative, biomarker research and better experimentation models are essential to improve predictability and efficiency along the critical path from laboratory to commercial drug. The combination of Caliper's proprietary microfluidic technology and automation expertise with Xenogen's proprietary imaging technology addresses these key research needs by creating molecular level solutions that encompass in vitro (test tube) to in vivo (living organism) research. These technologies offer exceptional data quality and productivity advantages, and combining them to offer a highly correlated suite of products and services should result in earlier, clinically relevant insights in the drug discovery process.

"This transaction is a transformational event for Caliper," said Kevin Hrusovsky, president and CEO of Caliper. "The acquisitions of Zymark and NovaScreen, organic growth of Caliper's LabChip products, and the financial turnaround of our company have set the stage for the merger with Xenogen. We are achieving our goal of building a unique company with first-mover advantage in bridging in vitro and in vivo experimentation. Our strategy is being fulfilled, and with Xenogen's talented employees and remarkable technology, I am confident that we can create enhanced value for both Caliper and Xenogen stockholders."

David Carter, CEO of Xenogen added, "We believe that this merger leverages Xenogen's opportunity for the benefit of our customers, employees and stockholders. The combined company can deliver Xenogen's technology to more customers more efficiently. In the near future the development of sophisticated molecular level products aimed at providing new solutions for our customers will be enhanced by the combination of microfluidics and optical imaging. Our two companies share a common vision for leading innovative pre- clinical drug discovery."

The transaction is expected to be accretive in 2006 and 2007, as measured by EBITDA per share (earnings before interest, taxes, depreciation, amortization and restructuring charges), and the transaction is also expected to be EPS accretive in 2008. The combination is expected to improve Caliper's profit trajectory based on the following:

-- Revenue growth. Xenogen has had one of the highest reported organic
growth rates of public companies in the life sciences industry in
the last two years. Xenogen's reported revenue grew from $20.1
million in 2003 to $30.8 million in 2004. As previously reported
through September 30, 2005, Xenogen's revenue was $27.7 million
versus $21.2 million during the first nine months of 2004,
representing revenue growth of approximately 30 percent. Caliper
expects Xenogen's revenue contribution will both expand its revenue
base and boost its annual sales growth from mid-to-high single
digits into a range of ten to fifteen percent.
-- Cost efficiencies. Caliper has identified over $10 million in
potential annual cost savings through consolidation of
infrastructure with Xenogen. These cost savings are expected to
result primarily from the elimination of duplicate public company
costs, redundant G&A positions and facilities costs.
-- Cash flow effects. Caliper believes that the available cash
resources of the combined companies will be sufficient to accomplish
the integration and to fund the operations of the combined
businesses through 2006. Caliper expects to be cash flow positive
from operations beginning in 2007.

Under the terms of the agreement, in exchange for Xenogen's outstanding common shares and warrants to purchase common shares, Caliper will issue approximately 13.2 million common shares and approximately 5.125 million warrants to purchase Caliper common shares. These warrants will have a term of five years from the closing and an exercise price of $6.79 per share. The final exchange ratios for the issuance of Caliper common shares and warrants will be based on the capitalization of Xenogen at the closing of the proposed transaction. Based on Xenogen's current capitalization and certain assumptions regarding the exercise of Xenogen stock options in the period prior to the closing, each holder of a Xenogen common share would receive approximately 0.575 of a share of Caliper common stock and 0.223 of a warrant to acquire one Caliper common share. Upon the timely exercise of their warrants, Xenogen warrant holders will be entitled to receive the same number of Caliper common shares and warrants as Xenogen's stockholders.

Immediately following the closing, Xenogen stockholders will own approximately 26% of Caliper's outstanding common stock. Assuming the exercise of the outstanding Xenogen warrants and after giving effect to the exercise of the warrants issued by Caliper to the Xenogen equity holders, Xenogen stockholders would own approximately 32% of the combined company on a fully diluted basis. The transaction is subject to the approval of both Caliper and Xenogen stockholders, as well as standard regulatory approvals, and is expected to close in the second quarter of 2006.

Caliper and Xenogen will host a conference call to discuss the transaction today, Monday, February 13, at 9 am EST. To participate in the call, please dial 866.383.8008 five to ten minutes prior to the call and use the participant passcode of 12973890. International callers can access the call by dialing 617.597.5341 and using the same passcode.

A webcast of the proceedings is available at fulldisclosure.com

Webcast and telephone replays of the conference call will be available approximately two hours after the completion of the call. To access a recording of the proceedings from February 13 through February 20, dial 888-286-8010 and use the participant passcode of 37740303. International callers can access the playback by dialing 617.801.6888 and using the same participant passcode.

About Caliper Life Sciences

Caliper Life Sciences is a leading provider of drug discovery solutions for the pharmaceutical and biotechnology industries. Caliper's mission is to transform drug discovery and diagnostics by offering the industry's most comprehensive array of products of services for clinically relevant experimentation. Based in Hopkinton, Massachusetts, Caliper services approximately 80 percent of the world's leading pharmaceutical companies through representation in thirty countries. More information about Caliper and its products and services can be found on the web at www.caliperLS.com.

About Xenogen Corporation

Xenogen Corporation is a leading biotechnology company offering an integrated suite of biophotonic real-time in vivo imaging and genetic modification technologies that can help expedite drug discovery and development, and significantly reduce the cost and time to market for new therapies. Xenogen's VivoVision(TM) Systems non-invasively illuminate and monitor biological processes within living mammals, at the molecular level, in real time. The technology is designed to provide higher quality in vivo data earlier in the drug discovery and development process. VivoVision(TM) Solutions are designed to improve discovery and pre-clinical research in multiple therapeutic areas. VivoVision(TM) Biosciences represents more than 15 years of experience in the creation and characterization of animal models, including genetic modifications, comprehensive phenotyping, compound profiling and custom design and production of light producing cells, microorganisms and animals. www.xenogen.com.

Private Securities Litigation Reform Act of 1995 -- A Caution Concerning Forward-Looking Statements

The statements in this press release regarding acceleration of Caliper's revenue growth and profitability; delivery, performance and intended uses of Caliper's and Xenogen's products and technologies; Xenogen's revenue contribution to the combined company; expansion of Caliper's revenue base and annual sales growth; expected annual cost savings; the transaction being accretive; the sufficiency of the company's cash resources; and Caliper being cash flow positive from operations beginning in 2007 are "forward-looking statements" within the meaning of Section 21E of the Securities Exchange Act as amended. These statements are subject to risks and uncertainties that could cause actual results to differ materially from those contemplated by the forward-looking statement as a result of a number of factors, including the risks that Caliper may not complete the acquisition of Xenogen, and if completed, that the combined company's revenue growth may be lower than expected, or the expected benefits from combining Caliper with Xenogen may not be realized. Further information on risks faced by Caliper are detailed under the caption "Factors Affecting Operating Results" in Caliper's Annual Report on Form 10K filed with the Securities and Exchange Commission on March 16, 2005 and in subsequent filings with the SEC. These filings are available on a web site maintained by the Securities and Exchange Commission at sec.gov. For a discussion of factors that could impact Xenogen's financial results and cause its results to differ materially from those in the forward-looking statements, please refer to Xenogen's filings with the Securities and Exchange Commission, particularly its Quarterly Report on Form 10-Q for the Quarter Ended September 30, 2005 filed with the Securities and Exchange Commission on November 14, 2005. Caliper and Xenogen do not undertake any obligation to (and specifically disclaim any such obligation to) update or alter forward-looking or other statements in this release or the conference call.

NOTE: LabChip and Caliper are registered trademarks of Caliper Life Sciences, Inc.

Xenogen, Living Image, and IVIS are registered trademarks, and VivoVision is a trademark, of Xenogen Corporation.

Participants in the Solicitation

Caliper Life Sciences intends to file a Registration Statement on Form S-4 in order to register the shares of its common stock and warrants to be issued to the former stockholders of Xenogen in the merger. Investors are urged to read this document when it becomes available because it will contain important information regarding the merger. The Registration Statement will be available for free at www.sec.gov or from Caliper directly.

In connection with the proposed merger, Caliper Life Sciences, Inc. and Xenogen Corporation will be filing a joint proxy statement with the Securities and Exchange Commission. Investors and security holders of Caliper Life Sciences, Inc. and Xenogen Corporation are advised to read the joint proxy statement regarding the proposed merger referred to in this communication when it becomes available because it will contain important information. Caliper Life Sciences, Inc. and Xenogen Corporation expect to mail the joint proxy statement about the proposed merger to their respective stockholders. In addition to the proxy statement, Caliper Life Sciences, Inc. and Xenogen Corporation file annual, quarterly, and special reports, proxy statements and other information with the Securities and Exchange Commission. Investors and security holders may obtain a free copy of the proxy statement and any other documents filed by Caliper Life Sciences, Inc. and Xenogen Corporation at the Securities and Exchange Commission's web site at sec.gov and directly from Caliper Life Sciences, Inc. and Xenogen Corporation, respectively.

Caliper Life Sciences, Inc. and its officers and directors may be deemed to be participants in the solicitation of proxies from stockholders of Caliper Life Sciences, Inc. with respect to the proposed merger. Information regarding such officers and directors is included in Caliper Life Sciences, Inc.'s Annual Report on Form 10-K for the fiscal year ended December 31, 2004 and in its proxy statement for its 2005 annual meeting, filed with the Securities and Exchange Commission. This document is available free of charge at the Securities and Exchange Commission's web site at sec.gov and directly from Caliper Life Sciences, Inc.

Source: Caliper Life Sciences, Inc.; Xenogen Corporation

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From: richardred2/13/2006 10:48:41 AM
   of 6521
 
VeriSign to Acquire 3united Mobile Solutions ag
Monday February 13, 7:30 am ET
Gaining One of Europe's Leading Providers of Mobile Applications Available to More Than 400 Million Subscribers Worldwide

BARCELONA, Spain, Feb. 13 /PRNewswire-FirstCall/ -- 3GSM -- VeriSign, Inc. (Nasdaq: VRSN - News), the leading provider of intelligent infrastructure services for the Internet and telecommunications networks, today announced that it has signed a definitive agreement to acquire 3united Mobile Solutions ag (3united), a leading wireless applications service provider based in Vienna, Austria.

Top carriers, media companies, brands and community portals have been successfully using 3united's mobile application services since it was founded in 1999. The company owns and operates a network that directly connects with more than 50 wireless operators serving more than 400 million customers around the world and in fast-growing markets in Eastern Europe, EMEA and the United States.

"As next-generation devices and applications grow in popularity, service providers are using VeriSign's global, secure and reliable services to transform their businesses and give consumers what they want," said Vernon Irvin, executive vice president and general manager, VeriSign Communications Services. "VeriSign is the leading provider of intelligent infrastructure services that enable the delivery of rich and seamless communications, commerce and content. The 3united acquisition supports this strategy and allows us to provide new services that carriers, Internet portals, media companies and retail brands can use to drive revenues, usage and loyalty."

3united's applications for premium mobile content, community and m- commerce broaden VeriSign's portfolio of content services. The acquisition expands VeriSign's global reach and moves it deeper into key European markets. Once the transaction is completed, VeriSign will have relationships with carriers using 3united's platform including SingTel (Singapore), One (AUT), Hutchinson3G (HK), Mobilkom/Vodafone (AUT), Maxis (Malaysia), Debitel (D), and Polkomtel (POL).

"3united built a successful business by designing and providing popular interactive mobile applications for carriers, media companies and brands. With this transaction, 3united gets the global scale of VeriSign that will enable 3united to expand the reach of its world-class solutions, plus the added value of the VeriSign name, one of the most well-known, respected and trusted infrastructure companies in the world," said Oliver Holle, 3united board member.

3united is privately held and has approximately 100 employees and a presence in Austria, the United States, Russia, the Czech Republic, Croatia, Romania and Ukraine. Rainmaker Capital advised 3united on the transaction.

The acquisition purchase price is 55 million Euros and is being accounted for as a purchase transaction, which is expected to close in the first quarter of 2006. The financial impact of the transaction will be disclosed upon the closing.

About VeriSign

VeriSign, Inc. (Nasdaq: VRSN - News), operates intelligent infrastructure services that enable and protect billions of interactions every day across the world's voice and data networks. Additional news and information about the company is available at verisign.com.

Trademarks

VeriSign and other trademarks, service marks and logos are registered or unregistered marks of VeriSign, Inc. and its subsidiaries in the United States and in foreign countries. Copyright © 2006 VeriSign, Inc. All rights reserved.

Statements in this announcement other than historical data and information constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These statements involve risks and uncertainties that could cause VeriSign's actual results to differ materially from those stated or implied by such forward-looking statements. The potential risks and uncertainties include, among others, the inability of VeriSign to successfully market the combined companies' services and customer acceptance of the combined companies' services; that the expected synergies resulting from the combination will not materialize; and that we may incur unexpected costs integrating the businesses. More information about potential factors that could affect the company's business and financial results is included in VeriSign's filings with the Securities and Exchange Commission, including in the company's Annual Report on Form 10-K for the year ended December 31, 2004 and quarterly reports on Form 10-Q. VeriSign undertakes no obligation to update any of the forward- looking statements after the date of this press release.

Source: VeriSign, Inc.

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From: richardred2/14/2006 12:15:06 AM
   of 6521
 
Moog Announces Acquisition
Monday February 13, 4:18 pm ET

EAST AURORA, N.Y., Feb. 13 /PRNewswire-FirstCall/ -- Moog Inc. (NYSE: MOG.A - News and MOG.B - News) announced today that it has agreed to acquire the assets of Curlin Medical, LLC, a manufacturer of infusion pumps headquartered in Huntington Beach, California, and the net assets of two affiliated companies. Moog has agreed to pay $75 million for the acquisition, $63 million in cash and $12 million in the form of a 53-week note. The transaction is expected to close late in the first calendar quarter of 2006, subject to satisfaction of various closing conditions and regulatory clearance.

In recent years, through its Components Group, Moog has supplied a variety of products to manufacturers of medical equipment. Sales of these products have grown significantly, most notably in the supply of slip rings for CT scan machines and electric motors used in sleep apnea equipment. Current annual sales of these products will approach $40 million. The purchase of Curlin will expand the Company's participation in the medical market.

Infusion pumps provide a controlled flow of medicinal fluids to a patient, either in a hospital or in an outpatient clinic. The technology employed in infusion pumps has been advancing such that they now employ microprocessor controls and sophisticated software. Moog believes that its extensive background in the electronic control of fluid-flow metering devices combined with Curlin's reputation in the medical market will facilitate the continued growth of Moog's medical equipment sales. Most of Curlin's products are distributed in North America by B. Braun Medical Inc. Moog expects to continue that arrangement.

Curlin's sales in calendar 2005 were $16 million and operating profits were $5.4 million. Sales are expected to accelerate in calendar 2006.

Moog expects, in its fiscal year ending September 30, 2006, that Curlin's profit contribution, after closing, will offset financing costs and the amortization of intangibles. Accordingly, Moog is reaffirming its previous fiscal 2006 earnings guidance. Moog expects its fiscal 2006 revenues, including Curlin, will range between $1,216 million and $1,236 million with a midpoint of $1,226 million. Diluted earnings per share are estimated to range between $1.81 and $1.89 with a midpoint of $1.85 per share.

"We've had great success supplying components in the medical equipment field," said R. T. Brady, Chairman and CEO. "We've made an extensive search to find a product platform which would allow us to become more of a systems supplier. Curlin is the ideal answer. The product fits our technical capabilities, sales are growing rapidly, and, after a heavy write-off of purchase accounting adjustments in fiscal 2006, we expect that Curlin will be nicely accretive in future years."

Moog Inc. is a worldwide designer, manufacturer, and integrator of precision control components and systems. Moog's high-performance systems control military and commercial aircraft, satellites and space vehicles, launch vehicles, missiles, automated industry machinery, and medical equipment.

Cautionary Statement

Information included herein or incorporated by reference that does not consist of historical facts, including statements accompanied by or containing words such as "may," "will," "should," "believes," "expects," "expected," "intends," "plans," "projects," "estimates," "predicts," "potential," "outlook," "forecast," "anticipates," "presume" and "assume," are forward- looking statements. Such forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements are not guarantees of future performance and are subject to several factors, risks and uncertainties, the impact or occurrence of which could cause actual results to differ materially from the expected results described in the forward-looking statements. These important factors, risks and uncertainties include (i) fluctuations in general business cycles for commercial aircraft, military aircraft, space and defense products and industrial capital goods, (ii) our dependence on government contracts that may not be fully funded or may be terminated, (iii) our dependence on certain major customers, such as The Boeing Company and Lockheed Martin, for a significant percentage of our sales, (iv) the possibility that the demand for our products may be reduced if we are unable to adapt to technological change, (v) intense competition which may require us to lower prices or offer more favorable terms of sale, (vi) our significant indebtedness which could limit our operational and financial flexibility, (vii) the possibility that new product and research and development efforts may not be successful which could reduce our sales and profits, (viii) higher pension costs and increased cash funding requirements, which could occur in future years if future actual plan results differ from assumptions used for our defined benefit pension plans, including returns on plan assets and discount rates, (ix) a write-off of all or part of our goodwill, which could adversely affect our operating results and net worth and cause us to violate covenants in our bank agreements, (x) the potential for substantial fines and penalties or suspension or debarment from future contracts in the event we do not comply with regulations relating to defense industry contracting, (xi) the potential for cost overruns on development jobs and fixed price contracts and the risk that actual results may differ from estimates used in contract accounting, (xii) the possibility that our subcontractors may fail to perform their contractual obligations which may adversely affect our contract performance and our ability to obtain future business, (xiii) our ability to successfully identify and consummate acquisitions and integrate the acquired businesses, and the risks associated with acquisitions such as the Curlin acquisition, including that proposed acquisitions may not close, the acquired businesses do not perform in accordance with our expectations, and that we assume unknown liabilities in connection with the acquired businesses and that indemnification from the sellers of the acquired businesses for these liabilities will be limited or unavailable, (xiv) our dependence on our management team and key personnel, (xv) the possibility of a catastrophic loss of one or more of our manufacturing facilities, (xvi) the possibility that future terror attacks, war or other civil disturbances could negatively impact our business, (xvii) our operations in foreign countries could expose us to political risks and adverse changes in local, legal, tax and regulatory schemes, (xviii) the possibility that government regulation could limit our ability to sell our products outside the United States, (xix) the impact of product liability claims related to our products used in applications where failure can result in significant property damage, injury or death and in damage to our reputation, (xx) the possibility that litigation may result unfavorably to us, (xxi) foreign currency fluctuations in those countries in which we do business and other risks associated with international operations and (xxii) the cost of compliance with environmental laws. The factors identified above are not exhaustive. New factors, risks and uncertainties may emerge from time to time that may affect the forward-looking statements made herein. Given these factors, risks and uncertainties, investors should not place undue reliance on forward-looking statements as predictive of future results. We disclaim any obligation to update the forward-looking statements made in this report.

Source: Moog Inc.
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To: jennyfran172 who wrote ()2/15/2006 9:56:25 AM
From: richardred
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Don't forget Monty Python's favorite food!<G>

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