|To: Paul Senior who wrote (2322)||9/28/2010 11:12:02 AM|
|Cypress Bioscience board rejects new Ramius bid|
Cypress Bioscience board of directors rejects new Ramius $4.25-per-share tender offer
On Tuesday September 28, 2010, 10:32 am
NEW YORK (AP) -- Cypress Bioscience Inc. said Tuesday its board of directors has unanimously rejected Ramius V&O Acquisition LLC's sweetened buyout offer of $4.25 per share and is committed to evaluating other alternatives.
Ramius owns 9.9 percent of Cypress' stock. In July it offered to buy San Diego-based Cypress in July for $4 per share, but that offer was rejected as inadequate. The current bid, which was made on Sept. 15, values Cypress at $164 million based on its total of 38.6 million shares outstanding.
Ramius has said it is taking its offer directly to shareholders because Cypress' board won't negotiate. The new offer marks a 21 percent premium to the stock's Sept. 14 closing price and a 70 percent premium to its closing price on July 16.
The new bid is scheduled to expire on Oct. 13.
"The Cypress board unanimously determined that the Ramius offer grossly undervalues Cypress' current business and future prospects, is highly conditional rendering it illusory and is not in the best interests of Cypress stockholders, other than Ramius and its affiliates," said Daniel H. Petree, lead independent director at Cypress.
Meanwhile, Cypress' board has adopted a short-term stockholders rights agreement, or "poison pill," in order to ward off hostile takeovers while it pursues strategic alternatives including the possible sale of all or part of the company. The rights plan would be triggered if any shareholder took control of 15 percent of the company's stock.
Cypress said it will continue to take actions to sell or exit its diagnostics business by the end of the third quarter.
Jefferies & Co. and Perella Weinberg Partners are serving as financial advisers to Cypress.
In morning trading, Cypress shares rose 7 cents to $3.74.
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|From: richardred||9/29/2010 12:38:21 AM|
|Rampant Buyout Rumors False 100% of the Time This Month|
On Tuesday September 28, 2010, 3:47 pm EDT
Think you've got a hot tip on a buyout rumor? Think again. None of the rampant deal speculation in the market this month has come true, according to StreetAccount.com, a subscription service for trading professionals. The service said in a note to subscribers today that of the 74 rumors this month that it has reported on, none have come to fruition.
"This is precisely why I don't invest on potential takeouts," said Patty Edwards, founder of money management firm TrutinaFinancial.
Theories abound on why rumormongering is so rampant (and so wrong) these days. Some blame the massive social networking sphere, where one "tweet" can sink a stock like the Titanic. There's also the fact that trading volume has been below average for the last month and for most of the last year, making it easier for nefarious participants to move a stock.
The real reason is most likely that deals are actually taking place. Companies have a record amount of cash on their books and their putting it to use. Global merger and acquisition volume last month hit $281.6 billion, the highest August amount on record and more than double from a year ago, according to Dealogic. That trend has continued this month with Walmart (NYSE:WMT - News), Southwest Airlines (NYSE:LUV - News) and Unilever (NYSE:UN - News) announcing deals just Monday alone.
These actual deals, along with and this rampant speculation, has helped push the S&P 500 (INDEX: .SPX) up almost 9 percent this month. But just because the rumors are false, doesn't make this rally totally false also, traders said.
"It is also probably another indication that people are realizing how strong and cheap company's balance sheets are becoming," said Brian Stutland, president of Stutland Equities. "People look at these rumored company and believe buyout or not, the company should be valued higher."
Exhibit A is the agriculture space. Australia's BHP Billiton (NYSE:BHP - News), the largest mining company in the world, bid for U.S.-based Potash (NYSE:POT - News) in August in a move to lock-in control of fertilizer needed for the emerging world. Shares of Agrium (NYSE:AGU - News) and other related names have been among the top performers this month in the wake of the deal.
Rumors aside, investors believe that if BHP finds value in that industry, then they should too. Plus, if BHP is able to close the deal, investors will rotate money out of that stock to similar names in the space in order to keep some of the industry exposure.
To be sure, StreetAccount has been clear that the speculation is simply conjecture and has been very upfront with subscribers about the poor track record this month of these rumors, hence its note Tuesday. The service, which efficiently tracks press releases, analyst moves, SEC filings and other market intelligence for subscribers, reports on the speculation when it is affecting the stocks.
Cloud computing and data storage is another top performing area this month. This follows IBM's (NYSE:IBM - News) announced purchase of Netezza (: NEZ) last week and the infamous bidding war between Hewlett-Packard (NYSE:HPQ - News) and Dell (NasdaqGS:DELL - News) for 3-Par (NYSE:PAR - News) (H-P eventually won for $2.35 billion). The problem is that anything with "cloud computing" in its company description has been bid higher on the back of these deals.
Investors beware that not every one of them will be bought out, nor does each of them have an actual great product that would be attractive to another tech giant (See Pets.com, circa 1999).
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|From: richardred||9/29/2010 9:48:18 AM|
|:+ ) I had a takeover today. It was one of those I never expected. Nice premium to. |
Danaher to Acquire Keithley Instruments
Press Release Source: Danaher Corporation On Wednesday September 29, 2010, 9:00 am
WASHINGTON and SOLON, Ohio, Sept. 29 /PRNewswire-FirstCall/ -- Danaher Corporation (NYSE:DHR - News) and Keithley Instruments, Inc. (NYSE:KEI - News) announced today that they have entered into a definitive merger agreement pursuant to which Danaher will acquire all of the outstanding Common Shares and Class B Common Shares of Keithley at a purchase price of $21.60 per share in cash for an enterprise value of approximately $300 million net of cash to be assumed. The acquisition has been unanimously approved by the Keithley Board of Directors.
Keithley Instruments, Inc. designs, develops, manufactures, and markets complex electronic instruments and systems geared to the specialized needs of engineers at electronics manufacturers and academic institutions for research, product development, high-performance production testing and process monitoring. The company currently offers approximately 150 products used to source, measure, connect, control or communicate direct current (DC), and alternating current (AC) signals. Keithley's product offerings include integrated systems solutions, along with instruments and data acquisition modules that can be used as system components or stand-alone solutions. Upon closing Keithley will be part of Danaher's Tektronix business.
"We are excited about the opportunity to acquire a premier brand and technology leader in bench solutions," said Jim Lico, Executive Vice President - Danaher. "Along with Fluke and Tektronix, Keithley further solidifies Danaher's leading position in the Test & Measurement industry and presents an attractive value creation opportunity."
"We believe this transaction creates significant value for Keithley's shareholders and I am excited about the opportunity this transaction represents for Keithley's customers and employees," said Joseph P. Keithley, Chairman, President and CEO of Keithley. "Danaher has a great history of nurturing leading brand names within the Test & Measurement industry and we look forward to joining the Danaher team."
The acquisition is subject to customary closing conditions, including the receipt of regulatory approvals and adoption of the merger agreement by Keithley's shareholders, and is expected to be completed during the fourth quarter of calendar 2010. A partnership affiliated with Joseph P. Keithley has agreed to vote a number of Class B Common Shares representing 19.99% of the voting power of the Company in favor of the merger.
Danaher is a diversified technology leader that designs, manufactures, and markets innovative products and services to professional, medical, industrial, and commercial customers. Our portfolio of premier brands is among the most highly recognized in each of the markets we serve. Driven by a foundation provided by the Danaher Business System, our 47,000 associates serve customers in more than 125 countries and generated $11.2 billion of revenue in 2009. For more information please visit our website: www.danaher.com.
With more than 60 years of measurement expertise, Keithley Instruments has become a world leader in advanced electrical test instruments and systems. Our customers are scientists and engineers in the worldwide electronics industry involved with advanced materials research, semiconductor device development and fabrication, and the production of end products such as portable wireless devices. The value we provide them is a combination of products for their critical measurement needs and a rich understanding of their applications to improve the quality of their products and reduce their cost of test. We serve customers in more than 80 countries and generated $102.5 million of revenue during our fiscal year ended September 30, 2009.
Additional Information and Where to Find It
Keithley intends to file with the Securities and Exchange Commission a preliminary proxy statement and a definitive proxy statement and other relevant materials in connection with the proposed transaction. The definitive proxy statement will be sent or given to the shareholders of Keithley. Before making any voting or investment decision with respect to the merger, investors and shareholders of Keithley are urged to read the proxy statement and the other relevant materials when they become available because they will contain important information about the proposed transaction. The proxy statement and other relevant materials (when they become available), and any other documents filed by Keithley with the SEC, may be obtained free of charge at the SEC's website at www.sec.gov, or by going to Keithley's website at ir.keithley.com.
Participants in the Solicitation
Keithley and Danaher and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from Keithley shareholders in connection with the proposed transaction. Information about Danaher's directors and executive officers is set forth in Danaher's proxy statement on Schedule 14A filed with the SEC on April 5, 2010 and Danaher's Annual Report on Form 10-K filed on February 24, 2010. Information about Keithley's directors and executive officers is set forth in Keithley's proxy statement on Schedule 14A filed with the SEC on December 29, 2009 and Keithley's Annual Report on Form 10-K filed with the SEC on December 14, 2009. Additional information regarding the interests of participants in the solicitation of proxies in connection with the merger will be included in the proxy statement that Keithley intends to file with the SEC.
Statements in this release that are not strictly historical, including statements regarding the proposed acquisition, the expected timetable for completing the transaction and any other statements regarding events or developments that we believe or anticipate will or may occur in the future, may be "forward-looking" statements within the meaning of the federal securities laws. There are a number of important factors that could cause actual events to differ materially from those suggested or indicated by such forward-looking statements and you should not place undue reliance on any such forward-looking statements. These factors include, among other things: general economic conditions and conditions affecting the industry in which Keithley operates; the uncertainty of regulatory approvals; adoption of the merger agreement by Keithley shareholders; the parties' ability to satisfy the closing conditions and consummate the transactions; Danaher's ability to successfully integrate Keithley's operations and employees with Danaher's existing business; and the ability to realize anticipated growth, synergies and cost savings. Additional information regarding the factors that may cause actual results to differ materially from these forward-looking statements is available in Danaher's and Keithley's respective SEC filings, including each company's most recent, respective Annual Report on Form 10-K and Quarterly Report on Form 10-Q. These forward-looking statements speak only as of the date of this release and neither company assumes any obligation to update or revise any forward-looking statement, whether as a result of new information, future events and developments or otherwise.
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|To: richardred who wrote (2317)||9/30/2010 12:12:38 AM|
|ELMG From the 13D filing.On September 27, 2010, MMI Investments delivered a letter to the Issuer stating its belief that the Issuer’s corporate strategy and structure is overly-complex and disjointed and expressing its frustration with the Issuer’s valuation multiple, which underperforms its peers, and its stock price, which is virtually unchanged in 10 years. MMI Investments states that it has extensively analyzed the Issuer’s operations, performance, corporate structure and valuation, both individually and relative to its peers, and has concluded that for the Issuer’s fair value to be realized it will require more than a successful operational streamlining. MMI Investments strongly urges the Issuer to form a special committee of independent directors to pursue all strategic alternatives, including the potential sale of the Issuer in whole or parts, to maximize value for stockholders of the Issuer. A copy of the letter is attached as an exhibit hereto and is incorporated herein by reference. |
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|To: richardred who wrote (2446)||10/1/2010 10:09:27 AM|
|EMS Technologies Receives Shareholder Letter|
Press Release Source: EMS Technologies, Inc. On Thursday September 30, 2010, 1:40 pm EDT
ATLANTA--(BUSINESS WIRE)--EMS Technologies, Inc. (NASDAQ: ELMG - News) today acknowledged that it had received a letter from a shareholder, MMI Investments L.P. (“MMI”), expressing its views regarding potential strategic alternatives for the Company.
EMS’s Chairman, John B. Mowell, stated, “The Board of Directors values open dialogue and input from all our shareholders and we intend to thoughtfully consider the matters raised by MMI. We appreciate MMI’s comments regarding the strength and market position of our businesses and its support for our ongoing operational improvements, and we agree in particular with MMI’s view that EMS is well positioned to benefit from expected future growth in connectivity markets. We also believe that the future success of the Company can be enhanced by potential synergies from each of our businesses. The Board and management team are committed to undertaking actions that will enhance value for all of our shareholders, and we intend to consider MMI’s letter with that principle in mind.”
About EMS Technologies, Inc.
EMS Technologies, Inc. (NASDAQ: ELMG - News) is a leading provider of wireless connectivity solutions over satellite and terrestrial networks. EMS keeps people and systems connected, wherever they are — on land, at sea, in the air or in space. Serving the aeronautical, asset tracking, security, defense, and mobile computing industries, EMS products and services enable universal mobility, visibility and intelligence. EMS has four operating segments:
* Aviation supplies a broad array of communications terminals and antennas that enable end-users in aircraft and other mobile platforms to communicate over satellite and air-to-ground links; connectivity products, including aeronautical wi-fi communications and data storage, aeronautical voice and tracking, and satellite-based machine-to-machine mobile communications;
* Defense & Space supplies highly-engineered subsystems for defense electronics and sophisticated satellite applications – from military communications, radar, surveillance and countermeasures to commercial high-definition television, satellite radio, and live TV for innovative airlines;
* Global Tracking supplies global telematics, security, and force-tracking solutions, and is a pioneer in search and rescue technology. These solutions are used around the world to locate, track and communicate with cargo, personnel and fleets, even in the world's most remote and hostile places; and
* LXE is a leading provider of rugged mobile computers and wireless data networks for automatic identification and data capture. LXE’s products currently serve mobile information users at over 7,500 sites worldwide, mainly in distribution centers, warehouses and container ports.
Visit www.ems-t.com for more information.
Statements contained in this press release regarding the potential of the Company’s various businesses and products are forward-looking statements. Actual results could differ materially from those statements as a result of a wide variety of factors. Such factors include, but are not limited to…
* economic conditions in the U.S. and abroad and their effect on capital spending in our principal markets;
* difficulty predicting the timing of receipt of major customer orders, and the effect of customer timing decisions on our results;
* our successful completion of technological development programs and the effects of technology that may be developed by, and patent rights that may be held or obtained by, competitors;
* U.S. defense budget pressures on near-term spending priorities;
* uncertainties inherent in the process of converting contract awards into firm contractual orders in the future;
* volatility of foreign currency exchange rates relative to the U.S. dollar and their effect on purchasing power by international customers, and on the cost structure of the our operations outside the U.S., as well as the potential for realizing foreign exchange gains and losses associated with assets and liabilities denominated in foreign currencies;
* successful resolution of technical problems, proposed scope changes, or proposed funding changes that may be encountered on contracts;
* changes in our consolidated effective income tax rate caused by the extent to which actual taxable earnings in the U.S., Canada and other taxing jurisdictions may vary from expected taxable earnings, changes in tax laws, including the provisions of the U.S. tax law that have not been extended for 2010, such as the research and development credit, and the extent to which deferred tax assets are considered realizable;
* successful transition of products from development stages to an efficient manufacturing environment;
* changes in the rates at which our products are returned for repair or replacement under warranty;
* customer response to new products and services, and general conditions in our target markets (such as logistics and space-based communications) and whether these responses and conditions develop according to our expectations;
* the increased potential for asset impairment charges as unfavorable economic or financial market conditions or other developments might affect the estimated fair value of one or more of our business units;
* the success of certain of our customers in marketing our line of high-speed commercial airline communications products as a complementary offering with their own lines of avionics products;
* the continued availability of financing for various mobile and high-speed data communications systems;
* risk that the unsettled conditions in the credit markets may make it more difficult for some customers to obtain financing and adversely affect their ability to pay, which in turn could have an adverse impact on our business, operating results and financial condition;
* development of successful working relationships with local business and government personnel in connection with distribution and manufacture of products in foreign countries;
* the demand growth for various mobile and high-speed data communications services;
* our ability to attract and retain qualified senior management and other personnel, particularly those with key technical skills;
* our ability to effectively integrate our acquired businesses, products or technologies into our existing businesses and products, and the risk that any such acquired businesses, products or technologies do not perform as expected, are subject to undisclosed or unanticipated liabilities, or are otherwise dilutive to our earnings;
* the potential effects, on cash and results of discontinued operations, of final resolution of potential liabilities under warranties and representations that we made, and obligations assumed by purchasers, in connection with our dispositions of discontinued operations;
* the availability, capabilities and performance of suppliers of basic materials, electronic components and sophisticated subsystems on which we must rely in order to perform according to contract requirements, or to introduce new products on the desired schedule;
* uncertainties associated with U.S. export controls and the export license process, which restrict our ability to hold technical discussions with customers, suppliers and internal engineering resources and can reduce our ability to obtain sales from customers outside the U.S. or to perform contracts with the desired level of efficiency or profitability; and
* our ability to maintain compliance with the requirements of the Federal Aviation Administration and the Federal Communications Commission, and with other government regulations affecting our products and their production, service and functioning.
Further information concerning relevant factors and risks are identified under the caption "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2009.
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|To: richardred who wrote (2355)||10/1/2010 10:15:21 AM|
|NEC Made Higher Bid for Cogent Before 3M Deal|
October 1, 2010, 8:05 am
Cogent, the fingerprint-identification systems maker being acquired by 3M, received a more-than $1 billion buyout bid from NEC, according to court papers, Bloomberg News reported.
3M, the maker of products including anti-counterfeiting laminates, agreed Aug. 30 to buy Pasadena, California-based Cogent for $10.50 a share for a total of $943 million. Cogent investors sued in Delaware Chancery Court alleging the company’s officials didn’t get enough for shareholders and unfairly structured the deal to deter other bidders.
NEC, Japan’s largest maker of personal computers, bid as much as $12 a share before Cogent’s board agreed to St. Paul, Minnesota-based 3M’s offer, Cogent shareholders said in a court filing unsealed yesterday. Cogent officials had said they’d received a bid from an unidentified bidder identified only as “Company D.”
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