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   Strategies & Market TrendsSpeculating in Takeover Targets

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From: richardred9/27/2010 10:40:05 AM
   of 6274
Virtual Radiologic and NightHawk Radiology Announce Merger
Transaction Unites Leading Radiology Practices to Offer Enhanced Subspecialist Capabilities and Service, With 325 Affiliated Radiologists Serving Nearly 2,700 Healthcare Facilities Across United States
Virtual Radiologic to Pay $6.50 Per Share in Cash, Delivering Significant Immediate Value to NightHawk Stockholders

EDEN PRAIRIE, Minn. and SCOTTSDALE, Ariz., Sept. 27 /PRNewswire/ -- Virtual Radiologic (vRad), a national radiology practice and leader in the development of radiologist workflow technology, and NightHawk Radiology (Nasdaq:NHWK - News), a leading provider of radiology solutions to radiology groups across the United States, today announced that they have entered into a definitive agreement under which vRad will acquire all of the outstanding common stock of NightHawk Radiology Holdings, Inc. for $6.50 per share in cash. The offer price represents a premium of 100% over NightHawk's last closing stock price of $3.25 per share. The transaction is valued at approximately $170 million.

The combination of vRad and NightHawk will result in enhanced services to radiology groups and hospitals across the country, accelerating vRad's stated commitment to optimize radiology's critical role in the delivery of patient care. The combined entity will have 325 radiologists serving nearly 2,700 healthcare facilities across all 50 states and reading approximately 6 million studies annually. Additionally, more than 75 percent of the affiliated radiologists will be fellowship-trained subspecialists.

"Local radiology practices and hospitals are under intense pressure to deliver the highest quality care in the most efficient manner possible," said vRad President and Chief Executive Officer Rob Kill. "The need for expanded access, improved quality, and reduced costs is clear. Both vRad and NightHawk have been delivering these benefits in partnership with local radiologists for many years. This combination – which brings together both companies' talented team members and affiliated radiologists – will expand access to much-needed subspecialty expertise, helping to improve the quality of patient care across the United States. We look forward to working with NightHawk's talented team to deliver the highest quality radiology service in the country."

"We are pleased to deliver significant, immediate value to our stockholders through this transaction," said NightHawk President and Chief Executive Officer David Engert. "The combination of our collective assets will enable us to better meet our clients' rapidly expanding needs and will enhance our ability to partner with local radiologists to address the needs of local hospitals, physicians and the patients they serve. We look forward to working with Rob and the vRad team to ensure a seamless integration and to continuing to provide the quality and efficiency that our clients have come to expect."

"We are very excited to bring together the strengths of our organizations," said Eduard Michel, MD, neuroradiologist, Chief Medical Officer and vRad co-founder. "We each have implemented leading quality assurance programs that help ensure accuracy and provide a platform for clinical benchmarking. With our combined talents and experiences, we will be uniquely positioned to deliver new and innovative care delivery models to best serve our clients."

Upon the completion of the transaction, Rob Kill will continue to serve as President and CEO of the combined organization. Dave Engert will remain as a Board Advisor following the close of the transaction. The remainder of the leadership team will be drawn from the management teams of both companies.

NightHawk's Board of Directors unanimously approved the agreement and recommends that stockholders vote in favor of the transaction. The transaction is expected to be completed in the first quarter of 2011, subject to customary closing conditions, including the approval of NightHawk's stockholders.

In conjunction with the merger agreement, a commitment for a senior secured credit facility was provided by GE Capital, Healthcare Financial Services. Morgan Stanley & Co., Incorporated is serving as financial advisor. Wilson Sonsini Goodrich & Rosati, Professional Corporation is serving as legal counsel to NightHawk. Weil, Gotshal & Manges LLP is serving as legal counsel to vRad. KPMG LLP is providing transaction and tax advisory services to vRad.

Additional Information and Where to Find It

In connection with proposed transaction, NightHawk will file with the Securities and Exchange Commission (SEC) a preliminary proxy statement and mail a definitive proxy statement and other relevant documents regarding the proposed transaction to NightHawk's stockholders. NIGHTHAWK'S STOCKHOLDERS ARE URGED TO READ, WHEN AVAILABLE, NIGHTHAWK'S PRELIMINARY PROXY STATEMENT AND DEFINITIVE PROXY STATEMENT IN CONNECTION WITH NIGHTHAWK'S SOLICITATION OF PROXIES FOR THE SPECIAL MEETING TO BE HELD TO APPROVE THE PROPOSED TRANSACTION AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT NIGHTHAWK AND THE PROPOSED TRANSACTION. NightHawk's stockholders may obtain a free copy of these documents, as well as other filings containing information about NightHawk, at the SEC's website NightHawk's stockholders will also be able to obtain, without charge, a copy of the proxy statement and any other relevant documents (when available) by directing a request to: 4900 N. Scottsdale Road, 6th Floor, Scottsdale, Arizona 85251, Attention: Investor Relations, or by telephone at (866) 400-4295 or through NightHawk's website at

NightHawk and its directors and executive officers may be deemed to be participants in the solicitation of proxies from NightHawk's stockholders in respect of the proposed transaction. Information about the directors and executive officers of NightHawk and their respective interests in NightHawk by security holdings or otherwise is set forth in its proxy statement for its 2010 Annual Meeting of Stockholders, which was filed with the SEC on March 19, 2010. Investors may obtain additional information regarding the interests of the participants by reading the proxy statement and other relevant documents regarding the proposed transaction when they become available.

Forward Looking Statements

This press release contains statements that are forward-looking statements as defined within the Private Securities Litigation Reform Act of 1995. These forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from the statements made, including general economic conditions, competitive conditions in the radiology industry, and regulatory risks.

Such risks also include failure to satisfy the conditions of the proposed transaction, including failure to obtain the required approvals of NightHawk's stockholders; the costs and expenses associated with the proposed transaction; contractual restrictions on the conduct of NightHawk's business included in the merger agreement; the potential loss of key personnel, disruption of NightHawk's business or any impact on NightHawk's relationships with third parties as a result of the proposed transaction; any delay in consummating the proposed merger or the failure to consummate the transaction; and the outcome of, or expenses associated with, any litigation which may arise in connection with the proposed transaction.

Other factors that could cause NightHawk's operating and financial results to differ are described in the company's periodic reports filed with the SEC. Other risks may be detailed from time to time in reports to be filed with the SEC. NightHawk does not undertake any obligation to publicly update its forward-looking statements based on events or circumstances after the date hereof, except as required by law.

About Virtual Radiologic

Virtual Radiologic Corporation (vRad) is a privately owned national radiology practice working in partnership with local radiologists and hospitals to optimize radiology's pivotal role in patient care. vRad's more than 140 radiologists serve 1,200+ facilities, reading 2.7 million studies annually. Delivering access to extensive subspecialty coverage, vRad contributes to improved quality of patient care. And with its next-generation technology, vRad enhances productivity, helping to lower the overall cost of care while expediting time to diagnosis and treatment. For more information, visit

About NightHawk

NightHawk Radiology (NASDAQ:NHWK - News) is leading the transformation of the practice of radiology by providing high-quality, cost-effective solutions in the U.S. NightHawk provides the most complete suite of solutions, designed to increase efficiencies and improve the quality of patient care and the lives of radiologists. NightHawk's team of U.S. board-certified, state-licensed, and hospital-privileged physicians are located in the United States, Australia, and Switzerland. They provide services 24 hours a day, 7 days a week, to nearly 1,500 sites. For more information, visit


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From: richardred9/27/2010 10:45:45 AM
   of 6274
Southwest Buys AirTran in Effort to Expand Reach
Published: September 27, 2010

Southwest Airlines, the nation’s largest low-fare carrier, said on Monday that it had agreed to buy its smaller rival AirTran Airways in a transaction valued at $1.4 billion, expanding its foothold in New York and Boston and allowing it to move into Atlanta, the nation’s largest airport.

Southwest’s offer for AirTran comes as the domestic airline industry is consolidating in a bid to return to profitability.

The deal is valued at $3.4 billion when AirTran’s debt and aircraft leases are included. Southwest said the purchase had been approved by the boards of both companies, although it still needs regulatory and shareholder approval.

The move comes as the domestic airline industry is consolidating and reducing the number of seats offered as it attempts to return to profitability. United Airlines is taking over Continental Airlines on Oct. 1, after shareholders of both companies recently approved the tie-up and the government gave the green light. Delta Air Lines led the way in 2008 when it acquired Northwest.

Analysts said the deal would help keep prices low, especially in the Northeast.

The transaction is a sharp departure for Southwest, one of the nation’s few consistently profitable airlines. The company’s success had been built on a simple business model, operating the same type of Boeing 737 planes at a higher frequency between smaller airports.

But Southwest has been looking for ways to expand as its network grew. For instance, it had sought ways into the nation’s larger markets, like New York, Boston and Washington.

So far, Southwest’s presence in New York has been very limited. It has a few landing and take-off rights, called slots, at La Guardia Airport. As part of the United-Continental merger, Southwest had recently obtained some slots at Newark Liberty International Airport.

Southwest said the acquisition would increase its presence in New York and open the door to Atlanta, which is the nation’s largest airport and the hub of Delta Air Lines.

Analysts at Deutsche Bank said they expect the deal to gain swift regulatory approval given the speed with which the federal government approved the United-Continental tie-up and the fact that the networks of Southwest and AirTran do not overlap much.

Southwest said the transaction would save $400 million a year by 2013. It said the one-time costs related to integrating AirTran would be $300 million to $500 million.

The offer represents a premium of 69 percent over AirTran’s closing stock price on Friday. AirTran shareholders would receive a combination of Southwest shares and cash. That includes at least $3.75 in cash and 0.321 shares of Southwest common stock for each share of AirTran common stock.

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From: richardred9/27/2010 10:52:53 AM
   of 6274
Unilever aims for big hair day with Alberto buy

On Monday September 27, 2010, 10:38 am

By David Jones

LONDON (Reuters) - Consumer goods group Unilever Plc/NV (LSE:ULVR.L - News; Amsterdam:UNC.AS - News) will buy U.S. hair and skin care company Alberto Culver (NYSE:ACV - News) for $3.7 billion in the latest move to rebalance its portfolio toward higher growth lines.

Unilever's biggest acquisition in a decade will add brands such as V05, TRESemme and Nexxus to Unilever's existing Dove and Sunsilk, and make it the world's leading company in hair conditioning and the second largest in shampoo.

Analysts said the price of the deal looked high but could be justified by as-yet unspecified cost savings and by skewing Unilever's business to more high growth, high margin categories compared to its other food and detergent businesses.

The acquisition follows a yet-to-be completed deal to buy Sara Lee's (NYSE:SLE - News) bodycare division for $1.3 billion and will also mark Unilever's biggest acquisition since its massive $24.3 billion Bestfoods deal in 2000.

"The initial consideration for Alberto Culver of 14.8 times EBITDA (earnings before interest, tax, depreciation and amortization) on the face of it looks quite punchy, but we believe 'significant' but as yet undisclosed synergies will make the price look more reasonable," said analyst Graham Jones at brokers Panmure Gordon.

Alberto Culver shares jumped 19.4 percent to $37.60 in early trading in New York by 1345 GMT. The takeover deal values Alberto shares at $37.50 each in cash, or a 19 percent premium to Friday's close of $31.48.

Unilever Plc shares were up 1.6 percent to 1,821 pence and the FTSE All Share index (FTSE:^FTAS - News) was up 0.1 percent, as other analysts said the deal would give Unilever greater haircare sales in the United States where it has struggled in recent years.


The deal will be Chief Executive Paul Polman's second big purchase since he took over the helm at Unilever in January 2009. Both the Alberto Culver and Sara Lee acquisitions are in personal care, the company's biggest and fastest growing business line.

"Personal care is a strategic category for Unilever and growing rapidly. Ten years ago it represented 20 percent of our turnover; strong organic growth has driven it to now reach over 30 percent, with strong positions in many of the emerging markets," Polman said in a statement on Monday.

Its brands will complement Unilever's existing brands like Dove, Clear and Sunsilk in hair care, and Pond's and Vaseline in skincare, and enhance the company's presence in emerging markets such as Mexico and also in the more mature markets of the United States, Canada, Britain, and Australasia.

Unilever's proposed acquisition of Sara Lee Sanex deodorant and Radox bodycare business, first announced last September, is priced at around 10 times EBITDA, a relatively low price to reflect the disparate collection of brands being acquired.

The European Union is still examining the deal and is set to rule by October 26. Analysts expect Unilever to be required to divest some deodorant businesses to clear the deal which it hopes to complete in the fourth quarter.

Alberto Culver made annual sales of nearly $1.6 billion and EBITDA of over $250 million in the 12-month period ending June 30, 2010. Analysts estimate 65 percent of sales are in the United States and less than 10 percent in emerging markets.

They said the deal would strengthen Unilever's number three position in global haircare behind Procter & Gamble (NYSE:PG - News) with 23 percent and L'Oreal's (Paris:OREP.PA - News) 18 percent by adding Alberto's 2 percent to Unilever's 11 percent, while significantly improving Unilever's position in North America.

Analyst James Edwardes Jones at Execution Noble estimates cost savings could be around 150 million euros ($200.2 million) making it a sensible deal financially and also strategically.

"Financially the deal makes sense and should be about 1 percent earnings enhancing, and strategically it strengthens Unilever's number three position in haircare, particularly in America," he said.

The U.S.-based group has operations in nine countries, including the United States, Canada, Argentina, Mexico, Britain, South Africa and Australasia. It has six manufacturing plants and employs around 2,700 people.

In another personal care deal, Britain's PZ Cussons (LSE:PZC.L - News) said it bought the tanning-products firm St Tropez from its private equity owner LDC for 62.5 million pounds ($98.92 million).

(Editing by Sharon Lindores and Dan Lalor)

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From: richardred9/28/2010 12:30:29 AM
   of 6274
Wal-Mart offers to buy Massmart for $4.25B
Wal-Mart Stores offers to purchase S. African retailer Massmart for about $4.25 billion

NEW YORK (AP) -- Wal-Mart Stores Inc. is offering to buy South African retailer Massmart Holdings Ltd. for about $4.25 billion in a bid to jump-start growth beyond its sluggish U.S. business.

A deal would give the world's largest retailer an opening to expand in South Africa, a fast-growing economy but one that's also troubled by high crime and a 24 percent unemployment rate. It also has a heavily unionized work force.

Wal-Mart has focused on expanding overseas, particularly in emerging markets, but South Africa had not been an area that officials had discussed as a potential opportunity.

"South Africa possesses attractive market dynamics, favorable demographic trends and a growing economy," Executive Vice President Andy Bond said in a statement. Wal-Mart has sourced products there but doesn't have a retail presence, company officials confirmed.

Wal-Mart said it would pay 148 rands ($21.11) per share for Massmart, which has 201.5 million shares outstanding, according to Thomson Reuters. Further details of the proposed deal were not disclosed.

Massmart is Africa's third-largest distributor of consumer goods, the leading retailer of general merchandise, liquor and home improvement equipment and supplies and the leading wholesaler of basic foods. Massmart was founded in 1990 and operates chains including Game and Makro.

Shares of Massmart surged above Wal-Mart's offer to 149 rands ($21.29), or 10.6 percent, Monday. That's an indication that shareholders are expecting a higher offer, either from Wal-Mart or another bidder. Wal-Mart shares fell 60 cents to $53.48.

Massmart said in a statement that its board will provide a recommendation to shareholders once a firm offer is made. The two companies have entered into an exclusivity period to allow for due diligence and other pre-conditions to a deal.

Wal-Mart's overseas business makes up about 25 percent of its revenue, generating more than $100 billion in the fiscal year that ended Jan. 31. Last month, the discounter reported second-quarter results were helped by robust global growth in China, Brazil and Mexico.

Massmart, based in Johannesburg, runs 290 stores in 13 countries in Africa, with most in South Africa. It also manages eight wholesale and retail chains under various brand names. Its Game stores, Africa's largest discount chain, offer predominantly general merchandise and nonperishable groceries for home, leisure and business use.

At a press conference Monday, Massmart CEO Grant Pattison said of Wal-Mart: "They're of course very interested in a strategy that includes the entire African continent and therefore have asked questions of Massmart about our operations outside of South Africa, which as you know is in several countries as far north as Nigeria and Ghana and as far east as Tanzania and Mauritius."

Sean Ashton, an analyst from Johannesburg-based Investec Private Client Securities, said Massmart reported a revenue of 47 billion rand (about $6.7 billion) in its last financial results. And its strategy is similar to the Wal-Mart model -- big box, warehouse-style retailing, he added.

"South Africa is a country that's still urbanizing, so we should see a continuing trend of the formal retailers gaining market share from informal ones," Ashton added.

"This is a visionary thing," said Richard Hastings, macro and consumer strategist with Global Hunter Securities. "The transformation of South Africa is well under way." He said he believes South Africa will be where South America is today in about seven to 10 years.

But Brian Sozzi, an analyst with Wall Street Strategies, was skeptical. "I'm surprised," Sozzi said. "As a Wal-Mart shareholder, I would have a lot of questions. There seems to be too many moving parts. I think they should be fixing their own business in the U.S. There's too much confusion over its strategy here."

He added that digesting Massmart may be difficult because it has a "huge portfolio of brands." And he believes with this deal, Wal-Mart is acknowledging it's going to be difficult to grow in the U.S.

Wal-Mart's push to expand in an emerging market comes as it posted its fifth consecutive quarter of declines in revenue at stores open at least a year in the U.S. Wal-Mart is aiming to pump up domestic sales with an aggressive push into urban markets, planning a small format that's a fraction of the size of its supercenters.

The retailer has more than 8,500 stores under 55 different names in 15 countries. It has more than 4,000 stores in the U.S. Its fiscal 2010 sales were $405 billion.

Associated Press writers Jenny Gross and Eric Naki in Johannesburg contributed to this report.

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From: richardred9/28/2010 12:37:42 AM
   of 6274
TransDigm to Acquire McKechnie for $1.27 Billion
By Will Daley - Sep 27, 2010 4:24 PM ET

TransDigm Group Inc. agreed to buy rival aircraft-parts supplier McKechnie Aerospace Holdings Inc. for about $1.27 billion to expand its offerings for planes built by companies such as Boeing Co. and Airbus SAS.

McKechnie, controlled by buyout firm JLL Partners Inc., will post about $300 million in revenue this year, Cleveland- based TransDigm said today in a statement. The cash purchase is TransDigm’s largest, Bloomberg data show.

McKechnie makes parts for aircraft including Boeing’s 787 Dreamliner and Airbus’s A380, TransDigm said. The world’s two largest planemakers are boosting output as airlines recover from the recession and seek more fuel-efficient jets to refresh and expand their fleets.

“TransDigm and McKechnie both make proprietary, sole-source aerospace component parts,” said Jonathan Crandall, director of investor relations for TransDigm. “McKechnie has a complementary product mix to TransDigm’s.”

Products made by TransDigm include pumps, motors, cockpit security doors, flight-deck audio, batteries, ignition systems and lavatory hardware. McKechnie makes external latches for thrust reversers, engine cowlings and cargo doors, along with motors, blowers and valves used all over the aircraft.

“The McKechnie customers are the same customers as TransDigm’s,” Crandall said.

Revenue, Employment

McKechnie gets about 60 percent of its sales from aerospace manufacturers and the rest from replacement components, TransDigm said. The closely held company, based in Irvine, California, has about 1,500 workers.

In August, TransDigm forecast revenue of as much as $825 million for its fiscal year that ends this month. The company’s sales a year earlier were $762 million. TransDigm had about 2,000 workers at the end of September 2009, according its annual regulatory filing.

TransDigm said that it expects to pay for the purchase with senior and subordinated debt and that it has commitments for the full amount, without providing specifics. The company reported cash and equivalents of $258.4 million and $1.77 billion in long-term debt as of July 3.

“We feel very comfortable at this level of leverage, as we have operated at this level in years past,” Crandall said. TransDigm is able to pay down debt quickly because of its cash flow and growth in its existing business, he said.

TransDigm fell 56 cents to $61.68 at 4:15 p.m. in New York Stock Exchange composite trading. The shares have gained 30 percent this year.

Other Bidders

Precision Castparts Corp. and TransDigm were both bidding for McKechnie, people with knowledge of the discussions said last week. Carlyle Group, the Washington-based buyout firm, also submitted an offer for McKechnie last week, the people said.

JLL, based in New York, and Morgan Stanley had been seeking bids for McKechnie for several months. They bought the company in 2007 for about $850 million from Melrose Plc, the London- based component maker. Before that, it was owned by Cinven Ltd., the U.K. private-equity firm.

The company’s issuer default rating from Fitch Ratings is B, five levels below investment grade. Fitch in an April 7 report cited concerns including “the size or number of potential acquisitions going forward and the risks of integrating them successfully.”

Credit Suisse and UBS Investment Bank served as financial advisers to TransDigm.

To contact the reporter on this story: Will Daley in New York at

To contact the editor responsible for this story: Ed Dufner at

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From: richardred9/28/2010 10:14:00 AM
   of 6274
Endo to buy privately held Qualitest for $1.2 billion

On Tuesday September 28, 2010, 9:42 am

By Anand Basu and Rajarshi Basu

BANGALORE (Reuters) - Endo Pharmaceuticals Holdings Inc (NasdaqGS:ENDP - News) said it agreed to buy privately held generics company Qualitest Pharmaceuticals for about $1.2 billion in cash to expand its portfolio of pain drugs, marking its second acquisition in as many months.

The acquisition of Qualitest, owned by private-equity firm Apax Partners, will help Endo cover the revenue gap from its key pain drug, Lidoderm, which goes off patent in 2015.

"I think at first glance, it looks like an interesting deal for the company," said Collins Stewart analyst Louise Chen.

Lidoderm, used to treat post-shingles pain, has annual sales of about $700 million, she said.

Endo shares, which have gained 23 percent since it agreed to acquire Penwest Pharmaceuticals (NasdaqGM:PPCO - News) in August, were up 11 percent at $34.08 in morning trade on Nasdaq.

Endo, which makes and sells branded and generic drugs for the treatment of pain, overactive bladder, and prostate and bladder cancers, expects the deal to add about $400 million in revenue and 40 cents in adjusted earnings per share annually.

Endo also expects revenue growth of the combined generics business to be at least 15 percent over the next two years.

On a pro forma basis, the combined company would have revenue of about $2 billion in 2010, it said.

The new company will have a larger pipeline of generic-drug applications with 46 of them under active review in areas such as urology, oncology and hypertension.

Endo, which agreed to buy drugmaker Penwest last month and medical-device maker HealthTronics Inc in May, plans to fund the purchase with $500 million in cash from its balance sheet and by drawing down an existing $300 million credit facility. It has also secured financing for another $400 million.

Lazard acted as financial adviser to Endo on the deal, while J.P. Morgan Securities advised Qualitest.

Endo expects to close the deal late in the fourth quarter of 2010 or early in the first quarter of 2011.

Endo also reiterated its 2010 revenue outlook of $1.63-$1.68 billion and full-year adjusted earnings of $3.30-$3.35 per share.

(Reporting by Anand Basu and Rajarshi Basu in Bangalore; Editing by Aradhana Aravindan and Vinu Pilakkott)

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To: Paul Senior who wrote (2322)9/28/2010 11:12:02 AM
From: richardred
   of 6274
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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To: richardred who wrote (2440)9/28/2010 11:55:55 AM
From: Paul Senior
   of 6274
Thanks for the update. I'm hanging on, and will vote for Ramius, if solicited by them.

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From: richardred9/29/2010 12:38:21 AM
   of 6274
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, 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, circa 1999).

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From: richardred9/29/2010 9:48:18 AM
   of 6274
:+ ) I had a takeover today. It was one of those I never expected. Nice premium to.
KEI-Keithley Instruments
Message 23138365

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.

About Danaher

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:

About Keithley

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, or by going to Keithley's website at

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.

Forward-looking statements

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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