| From: richardred | 11/3/2009 7:36:22 AM | | | | | | A biggie for Warren B. 44 billion.
Berkshire Hathaway Inc. to Acquire Burlington Northern Santa Fe Corporation (BNSF) for $100 Per Share in Cash and Stock
BNSF will continue to operate from its Fort Worth, TX headquarters and will become a wholly owned subsidiary of Berkshire Hathaway
* Press Release
* Source: Burlington Northern Santa Fe Corporation
* On 7:30 am EST, Tuesday November 3, 2009
FORT WORTH, Texas & OMAHA, Neb.--(BUSINESS WIRE)--The boards of directors of Berkshire Hathaway Inc. (NYSE: BRK.A; BRK.B) and Burlington Northern Santa Fe Corporation (BNSF; NYSE: BNI) today announced a definitive agreement for Berkshire Hathaway to acquire for $100 per share in cash and stock the remaining 77.4 percent of outstanding BNI shares not currently owned to increase its holdings to 100 percent. Based on the number of outstanding BNI shares (including shares currently owned by Berkshire) on Nov. 2, 2009, the transaction is valued at approximately $44 billion, including $10 billion of outstanding BNSF debt, making it the largest acquisition in Berkshire Hathaway history.
“Our country’s future prosperity depends on its having an efficient and well-maintained rail system,” said Warren E. Buffett, Berkshire Hathaway chairman and chief executive officer. “Conversely, America must grow and prosper for railroads to do well. Berkshire’s $34 billion investment in BNSF is a huge bet on that company, CEO Matt Rose and his team, and the railroad industry.
“Most important of all, however, it’s an all-in wager on the economic future of the United States,” said Mr. Buffett. “I love these bets.”
“We are thrilled to have the opportunity to become a part of the Berkshire Hathaway family,” said Matthew K. Rose, Burlington Northern Santa Fe chairman, president and chief executive officer. “We admire Warren’s leadership philosophy supporting long-term investment that will allow BNSF to focus on future needs of our railroad, our customers and the U.S. transportation infrastructure. This transaction offers compelling value to our shareholders and is in the best interests of all of our constituents including our customers and employees.”
Terms of the Transaction
The definitive agreement provides that each share of BNI common stock will at the election of the shareholder be converted into the right to receive either (i) a cash payment of $100.00 or (ii) a variable number of shares of Berkshire Hathaway Class A or Class B common stock, subject to proration if the elections do not equal approximately 60 percent in cash and 40 percent in stock. The stock component of the consideration is subject to a “collar” whereby the value of each Berkshire Hathaway share received is fixed at $100.00 if the price of Berkshire Hathaway Class A stock at closing is between approximately $80,000.00 and approximately $125,000.00 per share. If the value of Berkshire Hathaway Class A stock is outside of this collar range at closing, then the number of shares received of Berkshire Hathaway Class A stock will be fixed at either 0.001253489 per BNI share for values below the collar range, or 0.000802233 per BNI share for values above the collar range. The shareholder may receive Class A or, in lieu of fractional Class A shares, equivalent economic value of Class B Berkshire Hathaway shares, subject to certain limitations as described in the definitive agreement.
The transaction requires approval by holders of two-thirds of BNI’s outstanding shares (other than shares held by Berkshire Hathaway), and customary closing conditions, including Department of Justice review. Closing is expected to occur during the first quarter of 2010.
BNSF Railway Company will continue to focus on providing outstanding service to its customers from its Fort Worth, TX headquarters. Included in the transaction are all assets and subsidiaries of BNSF.
Goldman, Sachs & Co. and Evercore Partners, Inc. acted as financial advisors to BNSF and the company’s legal counsel is Cravath Swaine & Moore LLP. Berkshire Hathaway’s transaction counsel is Munger, Tolles & Olson LLP.
At 8:30 a.m. eastern, BNSF executive management will conduct a briefing for investors and other interested parties. The briefing will be Web cast and available via the investor relations section of www.bnsf.com. The call in number is (800) 398-9367 and the replay number is (USA) (800) 475-6701, (International) (320) 365-3844, and access code 122409. The briefing will not include a question and answer session.
BNSF is a holding company and through its principal operating subsidiary, BNSF Railway Company, BNSF owns and manages one of the largest railroad systems in North America.
Berkshire Hathaway Inc. is a holding company owning subsidiaries engaged in a number of diverse business activities including property and casualty insurance and reinsurance, utilities and energy, manufacturing, retailing and services.
Forward-Looking Statements
Statements contained herein concerning projections or expectations of financial or operational performance or economic outlook, or concerning other future events or results, or which refer to matters which are not historical facts, are "forward-looking statements" within the meaning of the federal securities laws. Similarly, statements that describe BNSF’s or Berkshire Hathaway’s objectives, expectations, plans or goals are forward-looking statements. Forward-looking statements include, without limitation, BNSF’s or Berkshire Hathaway’s expectations concerning the marketing outlook for their businesses, productivity, plans and goals for future operational improvements and capital investments, operational performance, future market conditions or economic performance and developments in the capital and credit markets and expected future financial performance. Forward-looking statements also include statements regarding the expected benefits of the proposed acquisition of BNSF by Berkshire Hathaway. Forward-looking statements involve a number of risks and uncertainties, and actual results or events may differ materially from those projected or implied in those statements.
Important factors that could cause such differences include, but are not limited to: adverse changes in economic or industry conditions, both in the United States and globally; continuing volatility in the capital or credit markets and other changes in the securities and capital markets; changes affecting customers or suppliers; competition and consolidation in the industries in which BNSF and Berkshire Hathaway compete; labor costs and labor difficulties; developments and changes in laws and regulations; developments in and losses resulting from claims and litigation; natural events such as severe weather, fires, floods and earthquakes or acts of terrorism; changes in operating conditions and costs; and the extent of BNSF’s or Berkshire Hathaway’s ability to achieve their operational and financial goals and initiatives. In addition, the acquisition of BNSF by Berkshire Hathaway is subject to the satisfaction of the conditions to the completion of the acquisition and the absence of events that could give rise to the termination of the merger agreement for the acquisition, and the possibility that the acquisition does not close, and risks that the proposed acquisition disrupts current plans and operations and business relationships, or poses difficulties in employee retention.
We caution against placing undue reliance on forward-looking statements, which reflect our current beliefs and are based on information currently available to us as of the date a forward-looking statement is made. We undertake no obligation to revise forward-looking statements to reflect future events, changes in circumstances, or changes in beliefs. In the event that we do update any forward-looking statements, no inference should be made that we will make additional updates with respect to that statement, related matters, or any other forward-looking statements. Any corrections or revisions and other important assumptions and factors that could cause actual results to differ materially from our forward-looking statements, including discussions of significant risk factors, may appear in BNSF’s or Berkshire Hathaway’s public filings with the Securities and Exchange Commission (the “SEC”), which are accessible at www.sec.gov, and which you are advised to consult.
Additional Information
In connection with the proposed transaction, Berkshire Hathaway will file with the SEC a registration statement that will include a proxy statement of BNSF that also constitutes a prospectus of Berkshire Hathaway relating to the proposed transaction. Investors are urged to read the registration statement and proxy statement/prospectus and any other relevant documents filed with the SEC when they become available, because they will contain important information about BNSF, Berkshire Hathaway and the proposed transaction. The registration statement and proxy statement/prospectus and other documents relating to the proposed transaction (when they are available) can be obtained free of charge from the SEC’s website at www.sec.gov, Berkshire Hathaway’s website at www.berkshirehathaway.com and BNSF’s website at www.bnsf.com. In addition, these documents (when they are available) can also be obtained free of charge from Berkshire Hathaway upon written request to Corporate Secretary or by calling (402) 346-1400, or from BNSF upon written request to Linda Hurt or John Ambler or by calling (817) 352-6452 or (817) 867-6407.
BNSF, Berkshire Hathaway and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from shareholders in connection with the proposed transaction under the rules of the SEC. Information regarding the directors and executive officers of BNSF may be found in its 2008 Annual Report on Form 10-K filed with the SEC on February 13, 2009 and in its definitive proxy statement relating to its 2009 Annual Meeting of Shareholders filed with the SEC on March 16, 2009. Information regarding the directors and executive officers of Berkshire Hathaway may be found in its 2008 Annual Report on Form 10-K filed with the SEC on March 2, 2009 and in its definitive proxy statement relating to its 2009 Annual Meeting of Shareholders filed with the SEC on March 13, 2009. These documents can be obtained free of charge from the sources indicated above. Additional information regarding the interests of these participants will also be included in the registration statement and proxy statement/prospectus regarding the proposed transaction when it is filed with the SEC.
Contact:
BNSF
Investor:
Linda Hurt, 817-352-6452
Media:
John Ambler, 817-867-6407
or
Berkshire Hathaway
Marc Hamburg, 402-346-1400
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| From: richardred | 11/3/2009 8:36:08 AM | | | | | | Toolmaker Deal Ends a 28-Year Courtship
By MICHAEL J. de la MERCED and ZACHERY KOUWE
For nearly three decades, Stanley Works and Black & Decker, two of the most recognizable names in home improvement, have talked about combining through a merger.
On Monday afternoon, the two finally succeeded. Stanley agreed to buy Black & Decker for about $3.5 billion in an all-stock transaction, creating a global tool maker worth about $8.4 billion.
The combined business, to be called Stanley Black & Decker, will own many names familiar to do-it-yourselfers, including the companies’ namesake lines, Stanley’s FatMax and Bostitch and Black & Decker’s DeWalt and Porter-Cable offerings. The two companies have little overlap in their products, with Stanley best known for hand tools and construction equipment and Black & Decker for power tools.
Combining the two companies made enough sense that talks about a potential merger stretch back 28 years. But successive generations of leaders raised the idea again and again, only to meet several obstacles, including who would run the merged entity.
Then six months ago, the companies’ current chief executives — John F. Lundgren of Stanley and Nolan D. Archibald of Black & Decker, who has worked for the company 24 years — met over lunch to once again ponder a merger. The two had known each other casually, sometimes meeting at conferences, but had spoken to each other only three or four times, Mr. Lundgren said in an interview.
“The more we looked at it, the more it made sense,” Mr. Archibald said in an interview, adding that they almost immediately recognized some $350 million in cost savings achievable within three years. The two sides then quickly gathered teams to strike a merger, having already identified important elements like the desire for an all-stock transaction.
Under the terms of the deal, Black & Decker shareholders will receive 1.275 Stanley shares for each of their stock holdings.
Shares in both companies have risen by double digits over the last three months. Stanley’s stock closed slightly down on Monday, before the deal was announced, at $45.15, while Black & Decker’s closed up slightly at $47.34. Both stocks moved higher in after-hours trading.
“The synergies in this deal were so great that we thought both sets of shareholders should share in that,” Mr. Lundgren said.
Upon completion of the deal, Mr. Lundgren will retain the chief executive position and Mr. Archibald will become executive chairman for three years. Mr. Archibald said that he wanted to retain a role in the combined company, but recognized that Mr. Lundgren, who is eight years younger, would be a good choice to remain chief executive.
Executives said most of the savings will come from reducing corporate overhead and consolidating business units and manufacturing, distribution and purchasing. Black & Decker has 22,100 workers and Stanley has 18,200 employees.
Together with a slate of other deals announced in recent days, the Stanley-Black & Decker combination may represent continuing confidence that the worst of the economic problems have passed. Deal makers say that company management teams have shown a willingness to again pursue transactions they have considered for some time.
The deal also represents a coming wave of consolidation in the industrial sector as companies try to cut additional costs as revenue remains flat. Both Stanley and Black & Decker have been hurt by the real estate crash, which has slowed new construction and spending on new equipment.
Both companies arose from small machinist shops that have since grown to multibillion-dollar tool makers.
Stanley was founded in 1843 when Frederick Trent Stanley set up shop in New Britain, Conn., to make door bolts and other wrought-iron hardware. Black & Decker traces its roots to 1910 and received its first patent in 1917, for a pistol grip and trigger switch on an electric drill.
The deal is expected to close in the first half of next year. Under the terms of the agreement, Stanley shareholders will own about 50.5 percent of the combined company, while Black & Decker investors will hold about 49.5 percent. The board will consist of Stanley’s nine directors and six from Black & Decker.
Stanley Black & Decker is expected to keep its corporate headquarters in New Britain, Conn., with its power tools division in Towson, Md.
Stanley was advised by Deutsche Bank, Goldman Sachs and the law firms Cravath, Swaine & Moore and Venable. Black & Decker was advised by JPMorgan Chase and the law firms Hogan & Hartson and Miles & Stockbridge.
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| To: richardred who wrote (2163) | 11/5/2009 11:24:41 AM | | From: richardred | | | | A core holding for myself. A one time gain did help results, but results were better than I expected.
UFP Technologies Reports Strong Q3 Results
* Press Release
* Source: UFP Technologies, Inc.
* On 8:57 am EST, Thursday November 5, 2009
GEORGETOWN, Mass.--(BUSINESS WIRE)--UFP Technologies, Inc. (Nasdaq: UFPT - News), a manufacturer of packaging and component products, today reported net income of $2.1 million or $0.34 per diluted share outstanding for its third quarter ended September 30, 2009, compared to 2008 third quarter net income of $1.2 million or $0.20 per diluted share outstanding. Sales for the quarter were $27.6 million, slightly higher than 2008 third quarter sales of $27.5 million. For the nine-month period ended September 30, 2009, the Company reported net income of $3.0 million or $0.49 per diluted common share outstanding, compared to $4.0 million or $0.63 per diluted common share outstanding in the same 2008 period. Sales for the nine-month period ended September 30, 2009, were $70.2 million compared to $84.0 million for the same 2008 nine-month period. Earnings per share for the three- and nine-month periods ended September 30, 2009, include $0.12 and $0.13, respectively, from bargain purchase gains from acquisitions.
“I am very pleased with our third quarter results,” said R. Jeffrey Bailly, Chairman, CEO, and President. “We saw a solid improvement in our top line as demand increased across most of our target markets. That growth, combined with two new acquisitions completed during the third quarter and our cost-cutting initiatives in the first half of the year, yielded strong bottom line results.”
“Our three acquisitions to date in 2009 have had a dual impact on our results. First and foremost, they have been profitable as a group and have added to our operating income. Second, we recorded one-time gains as a result of bargain purchases,” Bailly added.
“I am also pleased with the wonderful job our management group has done integrating these acquisitions. It is a testament to the depth and professionalism of our team,” Bailly continued. “I am confident these acquisitions will help us add more value to our customers and further differentiate us from our competitors.”
UFP Technologies is a leading designer and manufacturer of interior protective packaging solutions using molded fiber, vacuum-formed plastics, and molded and fabricated foam plastics. The Company also designs and manufactures engineered component solutions using laminating, molding, and fabricating technologies. The Company primarily serves the automotive, computers and electronics, medical, aerospace and defense, consumer, and industrial markets.
This news release contains forward-looking information that involves risks and uncertainties, including statements about the Company’s prospects, anticipated advantages the Company expects to realize from its cost reduction and acquisition strategies, including the acquisition and integration of E.N. Murray Company, selected assets of Foamade Industries, Inc. and Advanced Materials Group, the Company’s growth potential and the Company’s strategies for growth. Investors are cautioned that such forward-looking statements involve risks and uncertainties, including without limitation risks associated with the identification of suitable acquisition candidates and the successful, efficient execution of acquisition transactions and integration of any such acquisition candidates, including E.N. Murray Company and selected assets of Foamade Industries, Inc. and Advanced Materials Group, as well as other risks and uncertainties that are detailed in the documents filed by the Company with the SEC. Accordingly, actual results may differ materially. Readers are referred to the documents filed by the Company with the SEC, specifically the last reports on Forms 10-K and 10-Q. The forward-looking statements contained herein speak only of the Company’s expectations as of the date of this press release. The Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any such statement to reflect any change in the Company’s expectations or any change in events, conditions or circumstances on which any such statement is based.
Consolidated Condensed Statements of Income
($ in thousands, except Per Share Data)
(Unaudited)
Three Months Ended Nine Months Ended
30-Sep-09 30-Sep-08 30-Sep-09 30-Sep-08
Net sales $ 27,620 $ 27,501 $ 70,187 $ 83,966
Cost of sales 20,166 20,091 52,419 62,040
Gross profit 7,454 7,410 17,768 21,926
SG&A 5,070 4,935 13,877 14,841
Restructuring charge - 406 - 406
Operating income 2,384 2,069 3,891 6,679
Gain on acquisitions 759 - 840 -
Interest expense, other income & expenses (43 ) (40 ) (175 ) (227 )
Income before income taxes 3,100 2,029 4,556 6,452
Income taxes 977 764 1,489 2,433
Net income from consolidated operations $ 2,123 $ 1,265 $ 3,067 $ 4,019
Net income attributable to noncontrolling interests (10 ) (18 ) (43 ) (49 )
Net income attributable to UFP Technologies, Inc. $ 2,113 $ 1,247 $ 3,024 $ 3,970
Weighted average shares outstanding 5,894 5,593 5,799 5,519
Weighted average diluted shares outstanding 6,301 6,315 6,222 6,283
Per Share Data
Net income per share outstanding $ 0.36 $ 0.22 $ 0.52 $ 0.72
Net income per diluted share outstanding $ 0.34 $ 0.20 $ 0.49 $ 0.63
Consolidated Condensed Balance Sheets
($ in thousands)
30-Sep-09 31-Dec-08
(unaudited)
Assets:
Cash $ 11,959 $ 6,729
Receivables 13,851 12,755
Inventories 8,070 8,153
Other current assets 2,170 2,005
Net property, plant, and equipment 12,388 11,754
Other assets 8,355 7,327
Total assets $ 56,793 $ 48,723
Liabilities and equity:
Short-term debt $ 623 $ 1,420
Accounts payable 4,768 3,304
Other current liabilities 6,131 6,229
Long-term debt 7,658 4,852
Other liabilities 1,750 1,027
Total liabilities $ 20,930 $ 16,832
Total equity 35,863 31,891
Total liabilities and equity $ 56,793 $ 48,723
Contact:
UFP Technologies, Inc.
Ron Lataille, 978-352-2200
www.ufpt.com
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| To: richardred who wrote (2237) | 12/3/2009 11:59:47 AM | | From: richardred | | | | Bingo-ICOC
A. Schulman Signs Definitive Agreement to Acquire ICO, Inc.
* Press Release
* Source: A. Schulman, Inc.
* On 9:18 pm EST, Wednesday December 2, 2009
*
Companies:
o Ico Inc.
o A. Schulman, Inc.
AKRON, Ohio, Dec. 2 /PRNewswire-FirstCall/ --
Related Quotes
Symbol Price Change
ICOC 6.56 +2.06
Chart for ICO, Inc.
SHLM 16.82 -0.13
Chart for A. Schulman, Inc.
{"s" : "icoc,shlm","k" : "c10,l10,p20,t10","o" : "","j" : ""}
* Acquisition would enhance A. Schulman's position in global rotomolding and masterbatch markets
* Combined stock and cash transaction valued at approximately $191.4 million
* Transaction requires approval from ICO shareholders and customary regulatory approvals
A. Schulman, Inc. (Nasdaq-GS: SHLM) announced today that it has signed a definitive agreement to acquire all of the outstanding stock of ICO, Inc. (Nasdaq: ICOC - News), pending approval of the transaction by ICO shareholders and receipt of customary regulatory approvals.
Under the terms of the agreement, the total consideration is comprised of $105.0 million in cash and 5.1 million shares of A. Schulman common stock. ICO, Inc. shareholders will receive approximately $6.79 per share of ICO, Inc. stock, comprised of
(a) approximately $3.67 per share in cash and
(b) approximately $3.12 in A. Schulman stock (0.184 share of
A. Schulman stock valued at the closing price on December 2,
2009)
assuming the cash-out of all ICO, Inc. stock options at their "in the money" spread based on the December 2 closing price. After the merger closes, ICO, Inc. shareholders will own approximately 16% of the combined company. The transaction is not subject to a financing contingency. A. Schulman intends to pay the cash portion of the purchase price out of its approximately $230 million of cash on hand. The transaction does not acquire approval by A. Schulman's shareholders.
ICO is a global manufacturer of specialty resins and concentrates, and provides specialty polymer services, including size reduction, compounding and other related services. Its products are used to manufacture plastic bags and films, household products, toys, water tanks and other rotational molding applications. ICO reported annual revenues of $300 million for the year ended September 30, 2009.
"We are very excited by this proposed transaction. The acquisition of ICO presents us with an opportunity to expand our global presence substantially, especially in rotomolding. As we have communicated to our shareholders in the past, A. Schulman's long-term strategic objectives include being a leading global manufacturer in both masterbatch and rotomolding," said Joseph M. Gingo, Chairman, President and Chief Executive Officer of A. Schulman.
"Our two businesses are extremely complementary across markets, product lines and geographies," Gingo said. "The addition of ICO's masterbatch and rotomolding facilities to A. Schulman's facilities, specialty products and technical capabilities, along with our other combined skill sets, will strengthen our ability to serve customers. ICO is also a global leader in size reduction, which is a segment that A. Schulman currently does not serve, and which will enable us to provide a wider variety of solutions to customers throughout all of our businesses. By acquiring the operations of ICO, we will increase our presence in the U.S. masterbatch market, gain plants in the high-growth market of Brazil and facilities in Australia, and add another facility in Asia to bring our total plants in that region to four, including the facility we plan to build in India. In Europe, the acquisition will allow us to expand our presence and add rotomolding and size reduction to our capabilities. It also will enable us to grow both in countries where we currently have a limited presence, such as France, Italy and Holland, as well as further leverage our facilities serving high-growth markets such as Poland, Hungary and Sweden."
Gingo continued, "Going forward, ICO will have access to A. Schulman's strong balance sheet which will help to underpin ongoing strategic growth initiatives. We also expect to achieve approximately $15 million in run-rate synergies by the end of fiscal 2011, resulting from the consolidation and centralization of global purchasing activities, tax benefits, and elimination of duplicate public company costs."
For fiscal 2010, A. Schulman's preliminary assessment, assuming a spring 2010 close, is that the acquisition will contribute approximately $150 million to revenues and be accretive to earnings on an operating basis. This estimate includes the 2010 half-year effect of the synergies, ICO earnings and costs of approximately $5.0 million to achieve the synergies, as well as any costs associated with the transaction.
"Our Board of Directors has unanimously determined that the merger with A. Schulman, Inc. is in the best interests of our shareholders, and that the combined company will provide enhanced product and service offerings to our customers and outstanding opportunities for our employees," said A. John Knapp, Jr., President and Chief Executive Officer of ICO, Inc. "A. Schulman is a strong global leader in the manufacture of high-performance plastic compounds and resins, with an outstanding management team and corporate culture. It is well-positioned to pursue a long-term strategy of profitable growth and value creation that is consistent with our vision at ICO, Inc. The ICO and A. Schulman businesses are largely complementary and synergistic with little overlap in end use and geographic markets. We have built a great team at ICO, Inc., and during our years of working together with A. Schulman, we have been highly impressed with the enthusiasm and energy of their team. We believe the chemistry will be outstanding when the integration takes place."
The two companies believe this transaction will bring significant value and opportunity to the customers of the combined business as a result of:
* Enhanced and complementary product offerings
* Expanded global reach
* Increased financial strength
* Shared technology and product development focused on better solutions for customers
ICO expects to make a subsequent announcement of the timing and location of the meeting of shareholders and record date for shareholders eligible to vote on the proposed acquisition. Pending ICO shareholder and regulatory approvals and other customary closing conditions, the transaction is expected to close in the spring of 2010. If the transaction is closed, the agreement calls for two current ICO directors, Gregory T. Barmore and Eugene R. Allspach, to join the A. Schulman Board of Directors.
Conference Calls on the Web
Executives from ICO will host a conference call regarding this transaction and ICO's 2009 fourth-quarter results. A live Internet broadcast of the conference call can be accessed at 9:00 a.m. Central time on Thursday, December 3, 2009, at videonewswire.com where the webcast replay will be accessible for 90 days. The webcast replay will also be accessible on the Company's website at www.icopolymers.com for a period of 12 months.
A. Schulman also will host a conference call regarding this transaction. A live Internet broadcast of the conference call can be accessed at 2:00 p.m. Eastern time on Thursday, December 3, on the Company's website, www.aschulman.com. An archived replay of the call will also be available on the website.
About A. Schulman, Inc.
Headquartered in Akron, Ohio, A. Schulman is a leading international supplier of high-performance plastic compounds and resins. These materials are used in a variety of consumer, industrial, automotive and packaging applications. The Company employs about 2,000 people and has 16 manufacturing facilities in North America, Europe and Asia. Revenues for the fiscal year ended August 31, 2009, were $1.3 billion. Additional information about A. Schulman can be found at www.aschulman.com.
About ICO, Inc.
With 20 locations in nine countries, ICO produces custom polymer powders for rotational molding and other polymer related businesses, such as the textile, metal coating and masterbatch markets. ICO remains an industry leader in size reduction, compounding and other tolling services for plastic and non-plastic materials. ICO's Bayshore Industrial subsidiary produces specialty compounds, concentrates and additives primarily for the plastic film industry. Additional information about ICO, Inc. can be found on the Company's website at www.icopolymers.com.
"Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995
A number of the matters discussed in this release that are not historical or current facts deal with potential future circumstances and developments, in particular, information regarding expected synergies resulting from the merger of Schulman and ICO, combined operating and financial data, the combined company's plans, objectives, expectations and intentions and whether and when the transactions contemplated by the merger agreement will be consummated. The discussion of such matters is qualified by the inherent risks and uncertainties surrounding future expectations generally, and also may materially differ from actual future experience involving any one or more of such matters. Such risks and uncertainties include: the risk that the businesses will not be integrated successfully; the risk that the cost savings and any other synergies from the transaction may not be fully realized or may take longer to realize than expected; restrictions imposed by outstanding indebtedness; fluctuations in the prices of sources of energy or resins and other raw materials; worldwide and regional economic, business, and political conditions, including continuing economic uncertainties in some or all major product markets; changes in customer demand and requirements; business cycles and other industry conditions; the timing of new services or facilities; ability to compete; effects of compliance with laws; fluctuations in the value of currencies in major areas where operations are located, including the U.S. dollar, Euro, U.K. pound sterling, Canadian dollar, Mexican peso, Chinese yuan, and Indonesian rupiah; matters relating to operating facilities; effect and costs of claims (known or unknown) relating to litigation and environmental remediation; ability to manage global inventory; ability to develop technology and proprietary know-how; ability to attract and retain key personnel; escalation in the cost of providing employee health care; performance of the global automotive market; disruption from the transaction making it more difficult to maintain relationships with customers, employees or suppliers; the failure to obtain governmental approvals of the transaction on the proposed terms and schedule, and any conditions imposed on the combined company in connection with consummation of the merger; the failure to obtain approval of the merger by the stockholders of ICO and the failure to satisfy various other conditions to the closing of the merger contemplated by the merger agreement; and the risks that are described from time to time in Schulman's and ICO's respective reports filed with the SEC, including Schulman's annual report on Form 10-K for the year ended August 31, 2009 and ICO's annual report on Form 10-K for the year ended September 30, 2008 and quarterly report on Form 10-Q for the quarter ended June 30, 2009, in each case, as such reports may have been amended. This release speaks only as of its date, and Schulman and ICO each disclaims any duty to update the information herein.
Additional Information and Where to Find It
In connection with the proposed transaction, a registration statement on Form S-4 will be filed with the SEC. ICO SHAREHOLDERS ARE ENCOURAGED TO READ THE REGISTRATION STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE PROXY STATEMENT/PROSPECTUS THAT WILL BE PART OF THE REGISTRATION STATEMENT, WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER. The final proxy statement/prospectus will be mailed to shareholders of ICO. Investors and security holders will be able to obtain the documents free of charge at the SEC's web site, www.sec.gov, from A. Schulman, Inc. at its web site, www.aschulman.com, or from ICO, Inc. at its web site, www.icopolymers.com, or 1811 Bering Drive, Suite 200, Houston, Texas, 77057, attention: Corporate Secretary.
Participants In Solicitation
Schulman and ICO and their respective directors and executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies in respect of the proposed merger. Information concerning Schulman's participants is set forth in the proxy statement, dated November 6, 2009, for Schulman's 2009 annual meeting of stockholders as filed with the SEC on Schedule 14A. Information concerning ICO's participants is set forth in the proxy statement, dated January 23, 2009, for ICO's 2009 annual meeting of shareholders as filed with the SEC on Schedule 14A. Additional information regarding the interests of participants of Schulman and ICO in the solicitation of proxies in respect of the proposed merger will be included in the registration statement and proxy statement/prospectus and other relevant materials to be filed with the SEC when they become available.
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| From: richardred | 12/14/2009 10:20:52 AM | | | | | | Exxon Mobil to buy XTO Energy for $31 billion
Exxon Mobil to acquire XTO Energy for $31 billion in bid to expand natural gas business
* By Mark Williams, AP Energy Writer
* On 10:05 am EST, Monday December 14, 2009
Exxon Mobil will buy XTO Energy in an all-stock deal worth $31 billion as the oil giant moved aggressively Monday to capitalize on the growing supply of natural gas at home.
The deal could signal a new rush to own natural gas assets by major integrated producers, and perhaps the start of a significant consolidation in the energy industry.
"Exxon is the group leader and it sets the trend. I would expect more acquisitions in the next three to six months," said Fadel Gheit, senior energy analyst for Oppenheimer. "Who that will be is the $64,000 question."
Exxon is closely watched in the industry and an acquisition like XTO could prompt other companies like Royal Dutch Shell PLC, BP BLC or Chevron Corp. to move.
Potential targets include big natural gas companies like Chesapeake Energy, Devon Energy and Anadarko, Gheit said.
XTO shows the priority that major producers are giving to natural gas as a fuel source. New technology has unlocked trillions of cubic feet of natural gas at home, meaning energy producers do not have to navigate tricky political environments overseas.
That doesn't mean that those projects are being excluded.
Exxon just last week gave the go-ahead for a $15 billion natural gas project in Papua New Guinea, positioning the world's largest publicly traded oil company to provide energy to a fuel-hungry China.
XTO claims about 45 trillion cubic feet of gas, much of it trapped in tight formations known as shale. Shares in the company jumped 16 percent, or $6.64, to $48.13 in early trading.
Shares of Exxon fell 3.5 percent, or $2.51, to $70.32.
Exxon has signaled recently that it was moving increasingly toward landing natural gas assets. Once the deal closes, Exxon said it will establish a new organization to manage global development and production of unconventional resources.
The company, based in Irving, Texas, will issue 0.7098 common shares for each common share of XTO, representing a 25 percent premium to XTO stockholders. Exxon also will assume $10 billion in XTO debt.
The deal values XTO's shares at $51.69, based on the closing price Friday.
"XTO has a proven ability to profitably and consistently grow production and reserves in unconventional resources," Bob Simpson, chairman and founder of XTO, said in a statement.
Simpson is one of the highest paid executives in the United States. His compensation last year was valued at $53.5 million.
He retired as CEO in 2008.
Copyright © 2009 The Associated Press. All rights reserved. The information contained in the AP News report may not be published, broadcast, rewritten, or redistributed without the prior written authority of The Associated Press.
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| From: Glenn Petersen | 12/18/2009 7:37:55 PM | | | | | | Blank check company (SPACS) update
SUMMARY NOTES
Wall Street has never been bashful about recycling old products and concepts. One of the recent concepts to be recycled is the blank check IPO. Blank check companies are also known as Special Purpose Acquisition Companies (SPACS).
As of December 11, 2009, 162 SPACS have gone public since August of 2003, raising gross proceeds totaling $22,003,690,655 (give or take a buck or two). Another 67 companies currently have registration statements on file with the SEC and are looking to raise $10,787,120,608 (once again, give or take a buck or two). If you back out the companies that filed their initial registration statements on or before December 31, 2007, there are 27 companies currently in registration that are looking to raise $3,899,000,000. Another 33 companies have filed and withdrawn registration statements; two of these companies subsequently went public on London’s AIM stock exchange, where they raised gross proceeds totaling $381 million. The companies that withdrew their registration statements were looking to raise $6,401,000,000
87 companies have actually completed acquisitions, and another 11 have deals pending. Of the companies that have completed transactions, seven have either been acquired or are in the process of being acquired. There are 59 companies that have failed to close on their proposed acquisitions and have either liquidated or are currently in the process of liquidating. These companies raised a total of $7,050,111,754 in their offerings. The shareholders of ten of these liquidated companies have extended the corporate charters for nine of companies so that they could operate as a shell. One of these companies has actually closed on a transaction.
There are 5 SPACS still looking for deals.
There have been several high profile transactions. The first was the acquisition of Jamba Juice Company by Services Acquisition Corporation International. Freedom Acquisition Holdings subsequently acquired GLG Partners and Endeavor Acquisition acquired American Apparel.
The first of the new crop of blank check companies went public on August 23, 2003.
PERFORMANCE
Of the 80 companies that have completed transactions and have not yet been acquired, the securities of only 24 of these companies are trading above their original offering price and 56 are trading below. The average company is down 15.53% versus an average decline of 5.15% for the NASDAQ Composite. The 7 companies that have either been acquired or are in the process of being acquired are down on average 75.31% versus an average increase of 17.81% for the NASDAQ Composite.
Of the 11 companies that have open deals, the securities of 10 of these companies are trading at or above their original offering price and 1 is trading below. The average company with an open transaction is up 4.72% versus an average decrease of 5.97% for the NASDAQ Composite. The securities of the six companies still looking for a transaction are up 2.20% since their original offerings versus an average decrease of 7.01% for the NASDAQ Composite.
A note on methodology: When calculating the return percentages for each of the companies, I have added the current market value of the applicable common shares and warrants, subtracted the unit cost, and divided the resulting sum by the original unit cost. In those instances where companies have redeemed their warrants, for the warrant value I have used the value that was created through the exercise of the warrant. For example, in December 2007, HLS Systems International (originally Chardan China North Acquisition) redeemed its warrants. The common stock of HLS last traded at $11.97. If you assume that $6.97 of value has been created from each of the two warrants (which had a strike price of $5.00 per share), the original units, which were priced at $6.00 and are no longer trading, now have a value of $25.91 ($11.97 + $6.97 + $6.97). The computation for calculating the return on HLS: $11.97 + $6.97M+ $6.97 - $6.00 = ($19.91) divided by $6.00 yields a return of 331.83%.
I realize that the second calculation does not include the cost of exercising the warrants. If we add the exercise cost of the two warrants ($10.00) to the original cost of the unit ($6.00), our basis is $16.00. We now own three shares with a total value of $15.60. As an alternative, we could compute the return as follows: $35.91 - $16.00 = $19.91. $19.91 divided by $16.00 yields a negative return of 122.44%.
I am open to suggestions.
When calculating the returns on the NASDAQ Composite, I used the closing index price on the date prior to each of the individual offerings.
__________
Summary statistics – December 11, 2009
Message 26188546
Profiles of closed deals – December 11, 2009
Message 26188571
Summary information for companies with closed deals – December 11, 2009
Message 26188578
Profiles: Companies or assets of acquired – December 11, 2009
Message 26188581
Summary information for companies acquired – December 11, 2009
Message 26188585
Profiles of open deals – December 11, 2009
Message 26188589
Summary information for companies with open deals – December 11, 2009
Message 26188591
Summary information for companies without deals – December 11, 2009
Message 26188595
Summary information for companies still in registration – December 11, 2009
Message 26188600
Profiles of liquidated companies (terminated registrations) – December 11, 2009
Message 26188605
Summary information for liquidated companies (terminated registrations) – December 11, 2009
Message 26188606
Profiles of liquidated companies that will continue their existence as shells – December 11, 2009
Message 26188610
Summary information for liquidated companies that will continue their existence as shells – December 11, 2009
Message 26188616
Summary information for companies that have withdrawn their U.S. registration statements – December 11, 2009
Message 26188621 |
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| From: richardred | 12/21/2009 8:49:10 AM | | | | | | Sanofi-Aventis to buy Chattem for $1.9B
Sanofi-Aventis agrees to buy US health-care company Chattem for $1.9 billion
ap
*
Companies:
o Chattem Inc.
o Banco Santander-Chile
On Monday December 21, 2009, 8:21 am
PARIS (AP) -- French drug maker Sanofi-Aventis SA said Monday it has agreed to buy U.S. health-care company Chattem Inc. for about $1.9 billion in cash in a deal it said would create the world's fifth-largest consumer healthcare company.
Paris-based Sanofi-Aventis said it will offer $93.50 per share to acquire 100 percent of Chattem, a Chattanooga, Tenn., maker of consumer health-care products such as Gold Bond skin care creams and Icy Hot pain relief medecine.
"Chattem is the ideal entry for us in this market," Sanofi Chief Executive Chris Viehbacher told reporters during a conference call.
The deal is part of a strategy by Sanofi and other top pharmaceutical companies to diversify, particularly into areas with stable product revenue as they face a wave of patent expirations in the next several years.
In a statement, Sanofi-Aventis said it will launch its public tender offer for Chattem in January, and it expects to complete the acquisition in the first quarter of 2010.
Chattem's management will remain in place following the takeover, Sanofi-Aventis said.
Sanofi-Aventis said it would maintain both of Chattem's existing manufacturing facilities in Chattanooga and will continue construction on a third.
Last year Chattem had 488 employees and reported revenue of $455 million.
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| From: richardred | 12/28/2009 11:58:13 AM | | | | | | 3PAR could be attractive takeover target: Barron's
Reuters
*
Companies:
o Emc Corporation
o International Business Machines Corp.
o 3par, Inc.
On Sunday December 27, 2009, 6:19 pm EST
NEW YORK (Reuters) - Data storage company 3PAR Inc (NYSE:PAR - News) is setting itself up as an attractive takeover target for larger tech companies, according to a report in the Dec 28 edition of Barron's.
Data storage is a $14 billion-a-year business, and as demand grows, bigger data storage companies might eye 3PAR, the report said.
The Fremont, California-based company, which has cheaper, more advanced data storage technologies than its larger rivals, has landed major customers including Verizon Communications Inc (NYSE:VZ - News), Credit Suisse and the U.S. Census Bureau and Department of Justice, and has grown its revenues and has gross margins of around 65 percent, according to the report.
"An initial offer could be north of $15 (a share), putting a value of just under $1 billion on the company," Hapoalim Securities senior technology analyst Kevin Hunt told Barron's, saying that value could quickly rise to $20 a share or more.
Shares of 3PAR closed at $10.28 on Thursday. They have fallen 3 percent in the last six months as the Nasdaq has risen more than 25 percent on fears that sector heavyweights like EMC Corp (NYSE:EMC - News), International Business Machines Corp (NYSE:IBM - News) and Hitachi might catch up on the technology front. But the company has $100 million in cash, little debt and some say earnings could as much as quadruple in the next year, then nearly double, again, the year after, Barron's wrote.
(Reporting by Clare Baldwin; Editing by Leslie Adler)
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