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   Strategies & Market TrendsSpeculating in Takeover Targets

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To: Paul Senior who wrote (2294)9/1/2010 11:21:55 AM
From: richardred
   of 6147
United Tech CEO mulls fire, security acquisitions
United Tech CEO eyes possible acquisitions for fire and security, aerospace businesses

On Wednesday September 1, 2010, 10:56 am

HARTFORD, Conn. (AP) -- The chief executive of United Technologies Corp. gave an upbeat view of the conglomerate's businesses Wednesday and said he sees possible acquisitions for its fire and security business and possibly its aerospace units.

CEO Louis Chenevert, who took the top job in 2008, also said he expects to head the parent company of jet engine maker Pratt & Whitney, Otis elevator and other businesses for more than 10 years.

At an investor analyst conference, Chenevert said he sees "room for a couple of plays" in United Technologies' fire and security business. The business has been growing steadily, posting an operating profit of $168 million in the second quarter, triple the $55 million earned in the prior-year quarter.

In October 2008, United Technologies dropped its unsolicited $2.6 billion bid to buy ATM manufacturer Diebold Inc., which it intended to add to its fire and security business. Diebold thwarted UTC by refusing to discuss the offer and it delayed its financial information.

Chenevert also told analysts he sees a "possibility of a few" mergers and acquisitions in United Technologies' aerospace businesses, which includes Pratt & Whitney, Sikorsky Aircraft and Hamilton Sundstrand, a manufacturer of airline avionics and other components.

He also criticized a patent infringement lawsuit by Rolls Royce as "absolutely without merit."

"If I were in their shoes I think I'd focus on more engineers and less lawyers," Chenevert said. "That's how you win in the market."

Rolls Royce said last week it filed a lawsuit in U.S. District Court for the Eastern District of Virginia, alleging that fan blades in a United Technologies geared turbofan engine infringes on a Rolls-Royce patent. The British Rolls-Royce also claims that other United Technologies engines violate its patent.

Pratt & Whitney had said its engines do not infringe the Rolls Royce patent and that the Rolls Royce patent is invalid and unenforceable.

Chenevert also praised Ari Bousbib, who quit as executive vice president and president of United Technologies' commercial companies to take the CEO's job at health care data company IMS Health, for helping him in his transition as CEO.

"It's clear I'm well established. I'm going to stay around for a decade plus," Chenevert said.

He reiterated the company's estimate of earnings per share of between $4.60 and $4.70 for 2010, up by 12 to 14 percent this year from 2009, and revenue increasing by 2 percent, to $54 billion.

Shares rose $1.91, or about 3 percent, to $67.12 in morning trading as the broader markets rallied on strong manufacturing data.

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From: richardred9/1/2010 11:45:56 AM
   of 6147
10 Retail Takeovers: Rumors Run Rampant

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From: richardred9/2/2010 11:48:12 AM
   of 6147
Burger King Agrees to Buyout from 3G Capital
Published: Thursday, 2 Sep 2010 | 9:42 AM ET
Text Size
By: AP

Burger King Holdings confirmed it is selling itself to private equity firm 3G Capital in a deal worth $3.26 billion.

Burger King
Burger King

Thursday's $24-per-share offer comes after a day of speculation about the deal sent shares up more than 15 percent. The stock continued to make big gains Thursday early trading.

Burger King [BKC 23.41 4.55 (+24.13%) ] has until mid-October to solicit better offers.

Burger King is the nation's second-largest hamburger chain behind its far-larger rival McDonald's [MCD 74.5389 -0.0011 (0%) ]. But with 12,100 locations, it's struggled because the economy has been bad for its most important group of customers: young men.

Under the terms of the deal with 3G, Burger King's Chairman and CEO John Chidsey will become co-chairman of the board. 3G Managing Partner Alex Behring will be the other co-chairman.

Last week, Burger King forecast weak demand during its new fiscal year due to the U.S. economy's slow pace of recovery and government austerity programs in several European countries.

Analysts said it was an opportune time for the company to go private, just over four years after a group of private equity firms took it public in May 2006 at an initial share price of $17.

That private equity group—TPG Capital, Bain Capital Partners and Goldman Sachs Funds—still owns 31 percent of Burger King's outstanding shares and have agreed to tender their stock in the deal.|headline|quote|text|&par=yahoo

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To: richardred who wrote (2336)9/2/2010 1:10:53 PM
From: richardred
   of 6147
Clayton, Dubilier Buys Stake in Univar
September 2, 2010, 11:06 am

Private-equity shop Clayton, Dubilier & Rice announced Thursday morning that it had acquired a large minority interest in Univar, a large chemical distribution business, from buyout firm CVC Capital Partners.

Clayton Dubilier and CVC each now own 42.5 percent of Univar, which is valued at about $4.2 billion including debt. New York-based Clayton Dubilier paid $760 million for its stake, according to people briefed on the transaction. Univar will postpone an initial public offering which it had announced plans for in June.

The deal highlights several important trends currently driving the private-equity business.

First, 2010 has seen many so-called secondary buyouts — deals where private-equity firms pass their portfolio companies to one another with abandon. Some private-equity firms are looking to sell strong-performing companies and return money to their investors, while others are sitting on billions of dollars of unspent capital searching for deals. Secondary buyouts have accounted for a record 36 percent of the roughly $100 billion in buyouts year-to-date, according to recent data from Dealogic.

Second, with their companies posting improved results coming out of the worldwide recession, buyout firms are wrestling with selling their investments now or holding them to benefit from a potential global recovery. By selling down a portion of its stake to Clayton Dubilier, CVC can take some money off the table while retaining potential upside in the business. Indeed, last week Leonard Green & Partners sold a substantial minority stake in Leslie’s Holdings, the swimming pool-supplies retailer, to none other than CVC.

Third, private-equity firms looking to sell their companies are pursuing what’s called “dual track strategy” – filing for initial public offerings while simultaneously weighing offers from potential buyers.This happened earlier this year when Vestar Capital Partners filed an I.P.O. for Birds Eye Foods, but instead of taking it public sold it to Blackstone’s Pinnacle Foods Group for $1.3 billion.

Finally, Clayton Dubilier has emerged as an aggressive buyer of distribution businesses, with 9 of its last 14 deals coming in this area. Recent purchases include HGI Holdings, medical-supplies distributor, which it acquired with Goldman Sachs for $850 millon, and a $250 investment in NCI Building Systems.

As part of the investment, Clayton Dublier partner William Stavropoulos, the former chief executive of Dow Chemical, becomes chairman of Univar. CVC has owned Univar since 2007, when it took the company private for about $2 billion. With annual sales of $7.2 billion, it’s the biggest chemical distributor in the United States and Canada.

Sullivan & Cromwell and Kirkland & Ellis advised CVC, while Debevoise & Plimpton LLP provided counsel to Clayton.

– Peter Lattman

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From: richardred9/4/2010 7:47:57 PM
   of 6147
Goldcorp to buy Andean Resources for $3.42B
Goldcorp agrees to buy Andean Resources for $3.42B, topping rival bid from Eldorado

Rob Gillies, Associated Press Writer, On Friday September 3, 2010, 4:50 pm EDT

TORONTO (AP) -- Canada's Goldcorp Inc. said Friday it has agreed to buy Andean Resources Ltd. for about 3.6 billion Canadian dollars (US$3.42 billion), trumping a rival bid from Eldorado Gold Corp.

The acquisition would give Goldcorp, the world's second-largest gold producer by market capitalization, access to Andean's Cerro Negro gold project in Argentina, which is said to have a significant amount of gold and silver.

The Goldcorp-Andean deal has been approved by both companies' boards but requires approval by a majority of Andean shareholders. The companies expect the deal to close later this year or in early 2011.

The announcement came shortly after Canada's Eldorado made an offer of 3.4 billion Canadian dollars (US$3.2 billion) for the company.

Andean is based in Utah and is listed on the Toronto and Australian stock markets. It acquired the Cerro Negro gold deposit in southern Argentina in 2004.

Chuck Jeannes, Goldcorp's president and CEO, said the deal represents a 34 percent premium to Andean's closing price Thursday.

Wayne Hubert, Andean's CEO, said the Goldcorp deal benefits both companies and allows for the development of Cerro Negro into a key gold project.

He said the board unanimously concluded the timing was right for Goldcorp "to take up the baton at this point and develop an exceptional project into a world class mine we know it will become."

Under terms of the Goldcorp deal, each Andean common share will be exchanged for 0.14 Goldcorp shares or a cash payment in the amount of 6.50 Canadian dollars ($6.17) per share.

The maximum cash consideration will be 1 billion Canadian dollars ($948.6 million).

Shareholders can choose stock, cash or a combination of the two.

Steven Green of TD Securities said Goldcorp's offer looks expensive based on recent transactions but likely reflects the high-grade nature of the deposit and the presence of at least two bidders.

Goldcorp's U.S. shares fell 96 cents, or 2.2 percent, to $42.84 Friday.

Moody's Investors Service on Friday affirmed its foreign currency issuer rating on Goldcorp, expressing confidence in the company's ability to handle the deal.

Moody's said Goldcorp's earnings and operating cash flow were tracking strongly through June 30, with expectations of a comparable profile for the second half of the year.

"Goldcorp's stable outlook reflects Moody's expectation that the company will continue to generate good operating cash flows, prudently manage its investment decisions relative to anticipated levels of cash flow, and maintain a conservative capital structure and healthy liquidity position," it said.

Paul Wright, president and CEO of Eldorado, said Eldorado had been looking at buying Andean for the past two years and had taken its offer to shareholders after the companies failed to reach an agreement.

Wright said it has not yet received any response to its latest proposal, which was submitted on Monday. A proposal submitted earlier in the month had been rejected by Andean's board.

"We believe an Andean combination with Eldorado will offer investors the single best golden investment vehicle on the planet," he told analysts on a conference call.

He said they remain serious bidders and they'll keep their options open.

"I think you can assume that we will use whatever tools that we have available to us as we see fit," Wright said.

Earlier this year, Goldcorp also beat out Barrick Gold Corp., the world's largest gold producer, when it bought a controlling interest in the El Morro gold-copper project in Chile from junior miner New Gold Inc.

Andean's Cerro Negro gold project has indicated resources of 2.54 million ounces of gold and 23.56 million ounces of silver.

"It all boils down to the fact that Cerro Negro is a truly exceptional asset by any reckoning. And these types of high-quality gold projects have become exceedingly rare," Jeannes said.

Jeannes said that the project allows Goldcorp to increase its gold resources by expanding existing deposits and exploring more areas that may have additional deposits.

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To: richardred who wrote (2272)9/6/2010 3:39:58 PM
From: richardred
   of 6147
PRPX-The drama continues

Tuesday, August 31, 2010
L.B. Foster, Portec extend merger deadline, increase offer
Pittsburgh Business Times

L.B. Foster and Portec Rail Products Inc. announced Monday they have created a second amendment to their plans to merge, which will extend the deadline and changes the price per share.

With the agreement, the two firms agreed to extend the final date of the merger agreement from Aug. 31 to Dec. 30. The companies announced in February their intent to merge, with Green Tree-based L.B. Foster (Nasdaq: FSTR) acquiring the outstanding shares of common stock of Pittsburgh-based Portec (Nasdaq: PRPX).

In addition, L.B. Foster increased its tender offer to purchase the shares from $11.71 per share to $11.80 per share. It has also agreed to pay Portec $2 million if the transaction doesn’t close by the Dec. 30 deadline.

L.B. Foster also announced that it intends to divest Portec’s Huntington, W.Va., facility, a move the companies believe should satisfy Department of Justice antitrust concerns.

The companies have faced several set backs in completing the merger due to Department of Justice antitrust concerns. The deal was stalled due to a preliminary injunction handed down by the Court of Common Pleas of Allegheny County. It garnered lawsuits filed on behalf of Portec shareholders, alleging the board breached its fiduciary duty by accepting the $112 million deal and not seeking other offers that may have been more lucrative.

Read more: L.B. Foster, Portec extend merger deadline, increase offer - Pittsburgh Business Times

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From: richardred9/6/2010 4:30:58 PM
   of 6147
Sky is not the limit for Walsh’s takeover ambitions

By Andrew Hill

Published: September 6 2010 19:56 | Last updated: September 6 2010 19:56

Dear Willie,

I’m appalled that you’ve identified 12 possible candidates for takeover by British Airways/Iberia, narrowed from a longer list of 40. What has happened to the sense of adventure that bore Orville and Wilbur Wright aloft? Show your Irish fighting spirit and go after all 40!

Of course, a flock of naysayers is already gathering – like runway geese in the path of an A380 – to block your ambition. The cross-border merger with Iberia isn’t even complete and could still be disrupted by bickering in the cockpit; union relations at BA remain as sticky as a World Traveller in-flight dessert; and further large-scale consolidation could make some investors airsick.

But I say: chocks away! Integration problems? If one merger of airlines with different cultures, nationalities, pension arrangements, fleets, route networks, investors and political backers is easy, a dozen such mergers should be even easier and three dozen a mere BA-gatelle. As for foreign ownership restrictions, your trip to India should have reminded you of the potentially vast rewards of imperial expansion. You have it in your power to make International Airlines Group the airline upon whose flag (or flags) the sun never sets. So take a leaf out of your Spanish partners’ best-known book and think: what would Don Quixote do? Or emulate a more recent hero from the world of flight, Buzz Lightyear, and aim high: “To infinity and beyond!”

Yours, Sir Freddie Haji-Branson

P.S. As founder-chairman of LombardAir, a low-cost carrier with plans to operate from Southwark International Airport (aka Shakespeare’s Globe, matinees only), I’d be happy to discuss the possibility of a mutually profitable tie-up.

Serial dissent at Vodafone

One objection to vocal “heads-must-roll” activism is that when the rebellion is defeated, the target feels more secure – and less inclined to carry out the changes that were proposed.

In that respect, those who believe in noisy protest will interpret the Vodafone board’s decision to start looking for a successor to Sir John Bond as an endorsement of their approach. Not so fast. The Ontario Teachers’ Pension Plan announced in July that it would vote against the chairman’s re-election. But its campaign barely moved the dial. At the annual meeting, Sir John failed to win just 6.5 per cent of the vote. Roughly the same small proportion of shares “backed” the previous attempted rebellion in 2007, when an activist group called for Vodafone’s minority stake in Verizon Wireless to be spun off. Compare the genuine revolt in 2006 which led to 15 per cent of abstentions or votes against Arun Sarin’s re-election as chief executive. In a post-crisis world of more muscled shareholder engagement, investors have to gain at least that level of support before they can claim any victory at all.

But whether or not this latest flurry of activism accelerated Vodafone’s succession planning is a herring as red as the group’s logo or the Canadian maple leaf flag. The more important question is how Vodafone can end a cycle – uncommon in such a large company – of institutional dissent.

Sir John’s tenure is reaching a natural close. He was rightly applauded for his efforts to soothe investor concerns in 2006-07 and for the appointment of Vittorio Colao, Mr Sarin’s successor. But structural and strategic worries – particularly over the continued ownership of a minority stake in Verizon Wireless – persist.

Given Verizon Communications is the only buyer for this stake, this sale cannot and should not be rushed. Vodafone’s negotiating position may be strengthening. But once again, the rationalisation of Vodafone’s chequered portfolio and the permanent stabilisation of its chequered investor relations looks likely to be left to a new chairman.

New term, old rules

Bankers’ renewed objections to UK regulatory reform – on structure (don’t break us up) and on pay (don’t publish it) – provoke that beginning of term fear that work done last year has been erased and forgotten. A new exercise book must be filled, teachers impressed, bullies placated.

Don’t despair, though. On structure, to prejudge a commission that reports next year would be as nutty as awarding A-level grades for 2011 now. On pay, consult the old exercise books. Sir David Walker’s proposal that banks should reveal remuneration by publishing numbers of highly paid employees in “bands” remains sensible. It was actually a milder version of a more draconian (and wrong-headed) proposal from critics that banks should be forced to name names.

Regulators and politicians should remember another new-term maxim: don’t let the bullies get the upper hand.

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From: richardred9/6/2010 4:34:06 PM
   of 6147
Cable & Wireless Worldwide shares soar amid takeover rumors

CWW's share price hit 78.5p today after reports that Singapore Telecoms is lining up a buyout bid

Fresh speculation of a takeover bid for Cable & Wireless Worldwide sent its shares soaring in London again today.

CWW, which operates telecommunications services for businesses and public sector organisations in the UK, was the biggest riser on the FTSE 100 this morning, up as much as 7.5%. This followed reports that Singapore Telecoms was planning a bid for the company. According to the Independent on Sunday, Singtel has hired investment bankers to work on a possible takeover bid.

A CWW spokesman declined to comment on "market speculation".

CWW's shares have been volatile in recent days amid rumours that US telecoms company AT&T might try to acquire it.

The company was created this year by the demerger of Cable & Wireless. It retained the UK assets of the group, while its international telecoms assets are owned by Cable & Wireless Communications.

Analysts believe that CWW could be an attractive target for a large telecoms company looking to strengthen its corporate communications arm.

Shares in CWW hit a high of 78.5p this morning, up 5.6p, valuing the company at just over £2bn.

CWW's shares took a hit in July when it issued a profits warning, saying the coalition government's austerity cutbacks were harming sales.

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From: richardred9/6/2010 4:42:48 PM
   of 6147
US tech business thrives despite the economic gloom

Tuesday, September 7, 2010
By Goh Eng Yeow, The Straits Times Asia News Network

SINGAPORE--The United States is still firmly in the grip of an economic winter, but no one seems to have told its tech giants.

Look at chip giant Intel. In two weeks, it spent US$9.1 billion snapping up software security firm McAfee and the wireless business of German chipmaker Infineon Technologies.

And Hewlett-Packard (HP) trumped Dell in a takeover battle over little-known data storage firm 3Par last week.

Their bold moves to bulk up their businesses seem out of step with the gloom and doom over a possible second recession infecting Wall Street and Main Street. It certainly flies in the face of conventional wisdom that a firm should trim its sails as it confronts the headwinds from a possible slowdown in demand for its goods and services.

But these tech firms are sparing no expense to cement their leadership positions, even as the rest of the world is sitting on huge swathes of cash, paralyzed by fear that the sky is about to fall.

It also suggests that investors may be missing the boat on the next big wave of new-technology investment.

Some clues can be found in the way the last such wave crashed over the investing world. Go back to 1997-1998 when Asia was confronted with a financial crisis that sent numerous banks and businesses belly-up. But while investors here were staring at crippling losses in their investment portfolios as stock markets dived across the region, there was a huge technological transformation taking place that changed our lives forever.

This was the Internet, which came of age in 1997 when tens of millions of people across the globe started signing up for e-mail accounts at Yahoo, Hotmail and AOL. As Internet usage heated up, business people realized that there were huge money-making opportunities being created.

This revolution coincided with a surge of liquidity in the global financial system as the U.S. Federal Reserve cut interest rates to combat the Asian financial crisis and the Y2K bug, which threatened to paralyze computers as the year 2000 neared.

The end result was the boom, a period when Internet start-ups were the rage in stock markets and vast fortunes were made as investors snapped up their shares at outrageous valuations.

Sure, the boom later turned to bust once it dawned upon investors that capturing a lucrative slice of business online would take a lot more work than originally envisaged. But some traders here managed to strike gold because they were shrewd enough to get early into stocks like search engine provider Yahoo and online book retailer Amazon.

Today, history looks like it is repeating itself as another technological transformation looks set to take off.

For the few billion people in the world yet to own a computer, their first taste of the Web will come from smartphones that combine the functions of a cellphone and a handheld computer.

Going by the way devices like the Apple iPhone have taken developed economies by storm, some forecasters predict that more than one billion people will own at least one smartphone each before the decade closes. These bullish forecasts are likely to make even the most staid of company bosses sit up and take notice of the immense possibilities as more people get hooked on their smartphones.

What is interesting is that, like the Internet boom a decade ago, this is taking place against a deluge of liquidity provided by the U.S. Fed to stabilize the global financial system following the sub-prime mortgage crisis. So it is not surprising that smart companies like Intel are planning far ahead by snapping up businesses whose technologies may be useful as they jostle for a slice of the emerging global smartphone market.

Even HP's audacious US$2.4 billion winning bid for 3Par, whose annual revenues amounted to only US$185 million last year, can be viewed in the same light.

3Par's forte is in making high-end storage systems that help companies cut energy costs related to storing information. This is vital for 'cloud computing', which involves delivering software, data storage and other services via the Internet, and a service that will become mainstream as smartphones become entrenched.

So what should investors be looking out for? Certainly, there is plenty of dismal news coming out about a possible double-dip recession in the U.S. and the sovereign debt crisis in Europe. But going by the muted manner Wall Street traders have responded to the lackluster data, much of the bad news is already reflected in battered share prices.

It may be worthwhile for brave-hearted investors to start laying bets on counters likely to profit handsomely from the emerging smartphone revolution. So, rather than be paralyzed into inaction by the talk of a double-dip recession, it may be time for investors to seize the day.

Of course, the boom may turn into a bust later, but it is early days yet for such a dour scenario.

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From: richardred9/6/2010 4:47:27 PM
   of 6147
Shire commences tender offer to acquire Movetis
Posted on: Mon, 06 Sep 2010 14:26:39 EDT

Update on September 6, 2010:

Shire plc, through its wholly-owned subsidiary Shire Holdings Luxembourg S.a.r.l., has commenced a tender offer to acquire all outstanding shares and warrants of Movetis NV.

Shire is a UK-based specialty biopharmaceutical company, while Movetis is a Belgium-based specialty gastrointestinal company.

The offer is scheduled to close on September 27, 2010.

Announcement (August 3, 2010):

Shire plc, through its wholly-owned subsidiary, has made a voluntary public takeover offer to acquire all outstanding shares and warrants of Movetis at an offer price of EUR19 in cash per share. The total transaction is valued at EUR428 million in cash.

The offer price represents a premium of 74% to Movetis' closing price on August 2, 2010. Movetis' board of directors unanimously support this offer and certain shareholders holding in aggregate 38.9% of Movetis' issued share capital have unconditionally agreed to tender their shares in the bid.

The acquisition
will be financed from Shire's existing cash resources.

Deutsche Bank AG is acting as financial advisor to Shire, while Evercore Partners, Inc. is acting as the sole financial advisor to Movetis on the transaction.

Deal Value (US$ Million) 561.51

Deal Type Acquisition

Sub-Category 100% Acquisition

Deal Status Announced: 2010-08-03

Deal Participants

Target (Company) Movetis NV

Acquirer (Company) Shire plc (formerly Shire Limited)

Deal Rationale

The acquisition will allow Shire to broaden its gastrointestinal (GI) portfolio, further expand its GI market presence in Europe with the recently launched RESOLOR(R) (prucalopride), a new chemical entity. In addition, the acquisition broadens Shire's international specialty product portfolio and further expand its ex-US business. The acquisition of Movetis brings Shire with a research and development talent and a promising GI pipeline, offering additional opportunities that include two projects in early clinical development and several pre-clinical leads as well as the rights to a large library of qualified lead compounds with potential for development in different GI indications.

Bid Premium ($ per share) 74

For full details on Shire Pharma Grp Plc Ads (SHPGY) SHPGY. Shire Pharma Grp Plc Ads (SHPGY) has Short Term PowerRatings at TradingMarkets. Details on Shire Pharma Grp Plc Ads (SHPGY) Short Term PowerRatings is available at This Link.

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