|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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|To: richardred who wrote (2332)||10/9/2010 10:18:00 PM|
|Is This the Cheapest Stock Ever?|
By Rich Smith | More Articles
October 8, 2010 | Comments (0)
Recently, a poster over on the discussion boards run by our good friends at Yahoo! posed the question: Is AngioDynamics (Nasdaq: ANGO) the "most undervalued medtech stock ever"?
Since the company featured prominently in a Wall Street Journal article earlier this week, the question piqued my interest. And since AngioDynamics reported its fiscal first-quarter earnings last night, now seems as good a time as any to search for an answer.
What is AngioDynamics?
The company mostly manufactures catheters, needles, and similar items for use in heart and vascular surgery. But AngioDynamics also has a potential game-changer in the form of its NanoKnife -- a technology designed to zap cancer tumors with electricity.
The NanoKnife, and controversy over the product's use, dominated Monday's WSJ article. In a nutshell, insurers like Blue Cross cite insufficient "scientific evidence of effectiveness in improving health outcomes" as an excuse for not reimbursing NanoKnife treatments. On the other side of the debate, the device's inventor boasts of its "phenomenal" success rate. In between are the doctors and hospitals, whose opinions range all over the place.
Yet judging from yesterday's report, the consensus may be swinging in the NanoKnife's favor. Since its introduction, only 322 patients have undergone NanoKnife treatment. But 92 of these patients were treated over just the past three months, up from 76 in the previous quarter. That 20% sequential growth is fast enough to lend credence to suggestions that AngioDynamics could be a takeover target for slower growers like Johnson & Johnson (NYSE: JNJ) or Covidien (NYSE: COV).
That's not to say that AngioDynamics looks all that bad on its lonesome. Over the past 12 months, AngioDynamics generated $35.8 million in free cash flow, which gives the stock a FCF multiple around 10.
True, sales growth overall was slow in the most recent quarter, with management blaming the same "procedure volume slowdown" that has had Wall Street analysts warning against the risks of investing in pricey medical-equipment stocks such as Intuitive Surgical (Nasdaq: ISRG) and Zimmer (NYSE: ZMH). Baxter (NYSE: BAX) and Medtronic (NYSE: MDT) are cheaper ways to play the space. But if analysts are right about the longer-term growth trends, AngioDynamics could indeed be a bargain.
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|From: richardred||10/12/2010 11:34:41 AM|
|Deal Profile: Pfizer to Acquire King Pharmaceuticals|
By Stephen Grocer
Pfizer agreed to buy pain-drug maker King Pharmaceuticals for $3.6 billion in cash.
The deal comes a year after Pfizer bought Wyeth for $68 billion, a deal which unleashed a run of merger activity in the pharmaceutical industry. Big drug makers face the expiration of patents on many flagship drugs, which opens the doors for much cheaper generic versions of those drugs to enter the market.
Under the agreement, Pfizer will pay $14.25 per share for King, a 40% premium to Monday’s closing price. King’s stock through Monday was down 17% this year as the Bristol, Tenn., company has been struggling to find a replacement for its once-best-selling Altace blood-pressure treatment, whose sales plunged due to generic competition. More recently, the Skelaxin pain killer also became subject to generic competition.
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|From: richardred||10/12/2010 11:48:55 AM|
|Avon jumps after takeover report|
Oct. 12, 2010, 10:44 a.m. EDT
By William Spain, MarketWatch
CHICAGO (MarketWatch) -- Shares of Avon Products bounced more than 6% early Tuesday after a media report said that the beauty-products behemoth could be a takeover target.
A story in Britain’s Daily Mail said that one bidder for Avon (NYSE:AVP) is L’Oreal, which is preparing a cash offer of more than $44 a share.
The newspaper noted in its market report column that Avon shares have “been in strong demand” and improved further “amid hot gossip that it is attracting the attention of several big industry players.”
Other potential bidders include Procter & Gamble (NYSE:PG) and Unilever, the story said.
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|From: richardred||10/14/2010 9:28:34 AM|
|Ahead of the Bell: Buyout rumor lifts Yahoo shares|
Buyout rumor lifts Yahoo shares; report says AOL, private equity firms, eyeing bid
NEW YORK (AP) -- Yahoo Inc. shares got a boost ahead of regular trading Thursday on reports of a potential buyout offer from AOL Inc. and a group of private equity firms.
A deal would marry two companies that haven't been able to improve their financial performance amid relentless competition from other online destinations like Google, Facebook and Twitter.
The Wall Street Journal reported on its website after the close of trading Wednesday that AOL, Silver Lake Partners and Blackstone Group LP are exploring a bid. Two or three other firms could also be interested in the deal, the Journal said. The talks have not yet involved Yahoo.
The company resisted a takeover attempt in 2008, when Microsoft Corp. offered to pay as much as $47.5 billion -- well above Yahoo's market value today of less than $25 billion. But shareholders were so upset at the company for balking that then-CEO Jerry Yang decided to step down.
He was replaced by Carol Bartz at the beginning of 2009, but she hasn't been able to get revenue growing again.
News of a potential buyout sent Yahoo shares up $2.43, or 16 percent, to $17.68 in pre-market trading.
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|To: richardred who wrote (1083)||10/14/2010 9:41:52 AM|
|Merck/Ariad Pharmaceuticals: Results of Synergistic Collaboration Coming Soon|
Ariad Pharmaceuticals (NASDAQ: ARIA) captured Merck’s (NYSE: MRK) attention enough with its cancer drug, ridaforolimus, in July 2007 to forge a partnership to help Ariad through several clinical trials for multiple cancer indications. More recently, preliminary results of the phase III were impressive enough to give Ariad enough leverage to modify the agreement in May to a much more favorable position for Ariad.
The agreement gave Merck an exclusive license to develop, manufacture and commercialize ridaforolimus; and Merck assumed responsibility for ridaforolimus activities, including clinical trials and regulatory filings. In exchange, Ariad received $50 million upfront as well as an additional $19 million to retroactively fund the development of ridaforolimus to the date of the new agreement.
Previously, at the start of the collaboration, Merck had already made a $75 million upfront payment to ARIAD and since then has paid ARIAD $53.5 million in milestone payments for the initiation of Phase 2 and 3 clinical trials of ridaforolimus in addition to paying its 50 percent share of ridaforolimus development, manufacturing and commercialization costs.
In the future, ARIAD will be eligible to receive up to $514 million in regulatory and sales milestones based on the successful development and commercialization of ridaforolimus in multiple indications. This includes $65 million in milestones associated with the potential sarcoma indication, which currently is in Phase 3 clinical development ($25 million for acceptance of the new drug application by the FDA, $25 million for U.S. marketing approval, $10 million for European marketing approval, and $5 million for Japanese marketing approval) and $200 million in milestones based on achievement of significant sales thresholds.
Ridaforolimus is Ariad’s most advanced drug in clinicals. It is being studied in a trial termed SUCCEED. This trial is a randomized, double-blind, placebo-controlled Phase 3 study of oral ridaforolimus in patients with metastatic soft tissue and bone sarcomas who have achieved a favorable response to chemotherapy. This trial will be completed and data compiled in 4Q 2010. Sarcomas are a group of aggressive cancers of connective tissues for which there are limited treatment options.
In 2009, the American Cancer Society estimated that approximately 10,600 new cases of soft-tissue sarcomas were diagnosed in the United States, and more than 3,800 Americans would die of the disease. In addition, approximately 2,600 new cases of bone sarcomas would be diagnosed and nearly 1,500 deaths were estimated. See here for more information.
There has been no new approved therapy in the U.S. for patients with soft tissue or bone sarcomas in more than 20 years. Ridaforolimus has been designated both as a fast-track and orphan drug product by the U.S. Food and Drug Administration (FDA) and as an orphan drug by the European Medicines Agency (EMEA) for the treatment of soft tissue and bone sarcomas. Merck and ARIAD are pursuing this indication as the initial registration path for ridaforolimus. Ridaforolimus is a novel small-molecule inhibitor of the protein mTOR, a "master switch" in cancer cells. Blocking mTOR creates a starvation-like effect in cancer cells by interfering with cell growth, division, metabolism and angiogenesis. Merck’s interest in ridaforolimus is, not doubt, fueled by the fact that this mechanism could potentially be utilized to fight multiple indications of cancer, not only the soft tissue and bone sarcomas.
On May 25th of this year, shortly after the modification of the initial agreement between Ariad and Merck, Ariad announced that the independent Data Monitoring Committee (DMC) of the Phase 3 SUCCEED trial completed the second interim efficacy analysis as specified in the study protocol and recommended that the randomized, placebo-controlled trial of oral ridaforolimus in patients with metastatic sarcomas continue to its final analysis, without modification to the study protocol. Additionally, they noted that no new safety signals were noted and that the final analysis of progression free survival, the primary endpoint, is expected in the second half of 2010. With the FDA’s apparently increased new focus on drug safety, ridaforolimus as an mTOR inhibitor could benefit as pertaining to its safety profile from Wyeth Pharmaceutical’s (NYSE: WYE) TORISEL and Novartis’ (NYSE: NVS) Afinitor. TORISEL and Afinitor are both mTOR inhibitors. Torisel, given by infusion, was approved by the FDA in May of 2007 for advanced kidney cancer. Afinitor, given orally, was approved in March of 2009 specifically as first treatment for patients with kidney cancer after failure of either of the drugs sunitinib or sorafenib. Although this could be a likely first-in-class approval for sarcomas, the kidney cancer indications for TORISEL and Afinitor both give a proven safety and concept track record for this class of drugs.
Merck has deep pockets with its varied pipeline and $45.4 billion dollar 2010 projected revenue. However, it must really see promise in ridaforolimus and its inhibition of mTOR as viable and a likely mechanism to fight cancer in order to invest in the drug’s past, present and future. Ariad has already benefited from the collaboration and may likely continue doing such as the phase II and III preliminary data for ridaforolimus in multiple applications indicate.
Oncology drugs take a tremendous amount of time and money to discover, develop in phase I, II and III trials as well as have the production facilities and marketing to manufacture and promote. This appears to be a win-win scenario for Merck and Ariad Pharmaceuticals. Merck benefits from the novel discovery of another, smaller and perhaps more flexible and creative company’s product. Meanwhile, Ariad Pharmaceuticals benefits from the financial aspects of development, and the experience with the FDA and production facilities of Merck.
With this partnership, the potential could always arise for something more than a partnership between the two companies. At market close on October 13, 2010 the market cap for Ariad Pharmaceuticals at $3.91 per share could be a tempting offer for Merck at $433 million.
As the final phase 3 data is evaluated and a NDA is filed likely during 4Q of this year, more details of the product’s efficacy and safety will become self-evident. Meanwhile, Merck could possibly be the party initiating a surprise change of its own in the relationship between them and Ariad Pharmaceuticals.
Disclosure: Author holds long positions in the above-mentioned stocks
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