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   Strategies & Market TrendsSpeculating in Takeover Targets

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To: richardred who wrote (3212)3/6/2014 10:37:28 AM
From: richardred
   of 7071
RE- QEPC Harper Brush wasn't completed, but the acquisition spree continues. No doubt to replace some business that will be lost due to a major retailer shifting it business mix.
Q.E.P. Co., Inc. Announces Acquisition of Faus Group, Inc.

Q.E.P. Co., Inc. Announces Acquisition of Faus Group, Inc.

BOCA RATON, Fla., Feb. 28, 2014 (GLOBE NEWSWIRE) -- Q.E.P. CO., INC. (OTC:QEPC.PK) (the "Company") today announced the completion of its purchase of all of the capital stock of Faus Group, Inc. ("Faus USA") from its parent company, Industrias Auxiliares Faus, S.L.U., in Spain. In addition to the stock purchase, the Company also purchased patents and other intellectual property applicable to the business.

Faus USA manufactures and distributes premium laminate flooring under the Fausfloor brand. Known for their commitment to innovation, Faus is a recognized industry leader when it comes to incorporating patented technologies into the design of its floors. These technologies allow Faus to offer floors that are more durable, provide a level of quality and realism not attainable by other manufacturers and with the wide plank design are easier and faster to install. With an eye on the environment, Fausfloor laminate floors are all Greenguard certified products. Faus USA operates out of a 380,000 square foot manufacturing and distribution facility located on over 78 acres in Calhoun, Georgia.

Mr. Lewis Gould, Chairman of the Company's Board of Directors commented, "The acquisition of Faus USA and its superior manufacturing facility in Calhoun, Georgia, will allow the Company to offer its customers a line of high end laminate products that complement the Harris Wood line of engineered wood products as alternatives to existing imported products. These QEP products provide customers with unique design choices and are all manufactured by American companies with American labor. In addition, QEP will supply a full spectrum of accessories to our customers from a single source."

Q.E.P. Co., Inc., founded in 1979, is a world class, worldwide provider of innovative, quality and value-driven flooring and industrial solutions. As a leading worldwide manufacturer, marketer and distributor QEP delivers a comprehensive line of hardwood flooring, flooring installation tools, adhesives and flooring related products targeted for the professional installer as well as the do-it-yourselfer. In addition the company provides industrial tools with cutting edge technology to all of the industrial trades. Under brand names including QEP(R), ROBERTS(R), Capitol(R), Harris(R)Wood, Homelux(R) ,TileRite(R) , Nupla(R), HISCO(R), Ludell(R), Vitrex(R), Plasplugs, PRCI(R), Porta-Nails(R) and Elastiment(R), the Company markets over 7,000 products. The Company sells its products to home improvement retail centers, specialty distribution outlets, municipalities and industrial solution providers in 50 states and throughout the world.

This press release contains forward-looking statements, including statements regarding the expected benefits resulting from the acquisition that involve risks and uncertainties. These statements are not guarantees of future performance and actual results could differ materially from our current expectations.

Faus Group Inc
Faus Group, Inc

100 Marine Drive SE
Calhoun, GA 30701 - View Map
Phone: (706) 879-4120

Business Information Location Type State of Incorporation Annual Revenue Estimate SIC Code NAICS Code Employees
Single Location
$20 to 50 million
242603, Floor Materials-Manufacturers
321918, Other Millwork Including Flooring
100 to 249

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To: Glenn Petersen who wrote (3653)3/6/2014 11:20:27 AM
From: richardred
   of 7071
>I think that the Sears stores are in a death spiral.

It would certainly seem that way. IMO Ironically Sears is referenced historically for it Catalog business. However it looks like Amazon has become the new Sears of today with the online catalog. RSH shutting down stores along with Staples.

RE: appraisal rights

I'm more familiar with the term, Dissenters Rights. For a small guy like my self. For myself personally. The only time I've ever get involved in a Unfair bids, is when I'm personally called to have my proxy solicited against a merger. FWIW- IMO one good strategy is for minority shareholder to pool together with major holders and not tender their shares. This to keep the acquiring company from getting enough shares to complete a merger. Of coarse, this could backfire, but if the company really wants to complete the merger. There's a good chance for a sweeten bid.

Definition of 'Dissenters' Rights'

State legislation that allows shareholders of a corporation the right to receive a cash payment for the fair value of their share, in the event of a share-for-share merger or acquisition to which the shareholders do not consent. Dissenters' rights allow dissenting shareholders an easy way out of the company if they do not want to be a part of the merger.

P.S. The last time I received a call from a proxy solicitor was for PRPX. I thought the board sold out the company at an unfairly low price.
Message 26326688

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To: richardred who wrote (3555)3/7/2014 1:29:14 AM
From: richardred
   of 7071
A biggie for Friday, but a low margin business. I've had Weis Markets, Inc.(WMK)on my watch list for some time, but never got down to pulling the trigger.

Cerberus confirms Safeway deal worth more than $9B

Text Size
Published: Thursday, 6 Mar 2014 | 5:14 PM ET

Private equity firm Cerberus Capital Management on Thursday confirmed a deal purchase grocery store chain Safeway for more than $9 billion.

As part of the deal, Cerberus would pay roughly $40 a share for Safeway, which includes $32.50 per share in cash.

Getty Images
Customers leave a Safeway store on March 5, 2014 in San Francisco, California.

In late trade on Thursday, Safeway shares traded at around $39.40. (Click here to track the grocery store chain's stock.)

Cerberus already owns Albertsons, which operates 1,000 stores and 12 distribution centers in 29 states and employs approximately 109,000 associates. The deal would greatly expand Cerberus' reach into the grocery store arena. Currently, there are 1,600 Safeway stores across the U.S. and Canada.

"This transaction offers us the opportunity to better serve customers by adapting more quickly to evolving shopping preferences in diverse regions across the country," said Albertsons' CEO, Bob Miller, in a statement.

Play Video

Cramer's Stop Trading: Workday & Safeway

CNBC's Jim Cramer explains why he thinks Workday is not done going higher, and weighs in on rumors of multiple suitors for Safeway.

Such a tie-up would vault it closer to the reach of Kroger, which operates 2,640 supermarkets and multi-department stores in 34 states and the District of Columbia.

Kroger, which completed its acquisition of Harris Teeter earlier this year, has also been considering a bid for Safeway.|finance|headline|headline|story&par=yahoo&doc=101464756|Cerberus%20confirms%20Safeway

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To: richardred who wrote (3656)3/7/2014 2:05:41 AM
From: richardred
   of 7071
RE-Safeway takeover BTW not much of a premium, and not all cash. RE:After hours Looks like a take under for shareholders. Looks like Safeway shareholders will be praying for a White Knight. Kroger,or Maybe Walmart can convert the stores into Super Walmarts? <g>

P.S. A hypothetical WMT bid would be most interesting, but IMO not in their non limelight style. (Backlash & Regulatory) BTW Don't worrry, Walmart is quietly buying for E-commerce.

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From: richardred3/9/2014 6:03:12 PM
   of 7071
Company takeovers flood might be building

Matt Rourke | Associated Press Comcast has offered to buy Time Warner Cable for $45 billion, a deal that would boost its customer count to about 30 million.
NEW YORK — So far, 2014 is looking like the year of the big deal.

Flush with cash and high stock prices, companies are buying up the competition at levels not seen since the dot-com bubble. And with Washington providing more clarity on government-spending plans, CEOs are more confident that their expansion hopes will pan out — especially if the economy keeps growing.

In the past month, Comcast has offered to buy Time Warner Cable for $45 billion. Pharmaceutical giant Actavis is buying Forest Laboratories for $25 billion. And Facebook shocked the technology world by offering $19 billion for tiny WhatsApp.

Merger-and-acquisition executives say they have expected a pickup in deal activity for a couple of years, given the bull market in stocks and the economic recovery. But what prevented the really big transactions was uncertainty about the federal budget, the debt ceiling and the fate of President Barack Obama’s Affordable Care Act.

With those issues resolved — at least for now — the way has opened up for bigger, more-complex deals.

“The deals we have seen in the last couple of weeks are that tipping point that we’ve been waiting for,” said Mark Walsh, who heads the mergers-and-acquisitions practice at Deloitte, one of the world’s largest accounting and consulting firms. “There’s so much pent-up demand to do a deal now.”

U.S. companies announced $336.13 billion in deals in January and February, according to Dealogic, which helps banks and brokers. That’s up 31 percent from $256.21 billion during the same period last year. It’s the largest amount spent during the first two months of a year since 2000.

Companies announced 1,550 deals in the first two months of 2014, Dealogic said. Although that is fewer than in either 2012 or 2013, the average transaction size is more than double what it was a year ago.

The high prices reflect companies’ going on the offensive to boost earnings. The economy, while growing, still isn’t booming. Since the end of the recession, companies have had to act defensively — protecting profits by cutting costs through layoffs or benefit reductions, or by moving manufacturing elsewhere.

In an effort to lift earnings and please shareholders, S&P 500 companies also have announced plans for nearly $1 trillion in buybacks over the next several years, and more than four-fifths of them now pay a dividend, the highest proportion since 1998.

With their tool box nearly depleted, corporations “are looking for that extra bump” in sales now, Walsh said. A lot of Deloitte’s M&A business has been with companies “looking to expand their product lines or expand geographies.”

Buying Time Warner Cable would boost Comcast’s customer count to about 30 million, including the New York City market. For Facebook, WhatsApp is an opportunity to buy a fast-growing message service that is popular in emerging markets and Europe. Facebook CEO Mark Zuckerberg has said he expects WhatsApp, which has 400 million users, to grow to

1 billion users in the near future. Ireland-based Actavis gains both a broader variety of drugs to sell and a larger sales presence in the U.S. with its acquisition of Forest Labs.

Another example is the Japanese liquor company Suntory Holdings, which in January said it would buy Beam Inc., the maker of Jim Beam and Maker’s Mark, for $14 billion. The deals will “allow us to achieve further global growth,” said Nobutada Saji, president and chairman of Suntory.

Getting into the whiskey business is next to impossible, said Thomas Mullarkey, a stock analyst for Morningstar. The popular liquor needs to be aged in barrels for years. Although Suntory has a good niche market selling Japanese whiskey in Japan, it could never replicate or grow that business in the U.S. “It’s faster and cheaper for Suntory to buy Beam,” Mullarkey said.

Corporate finances also are strong. Companies have been hoarding cash on their balance sheets since the financial crisis, stashing away about $1.6 trillion, according to the Federal Reserve, and investors are increasingly demanding that companies decide what to do with it. Although investors like companies to keep cash on their balance sheets, having too much is like stuffing money into a mattress — it doesn’t do anything. Investors want to see money put to work, earning a return.

Companies also are able to make deals because financing is cheap. Interest rates remain low. The yield on the 10-year U.S. Treasury note, which is a benchmark for many types of loans, such as mortgages and corporate debt, is 2.78 percent. Also, investors are eager to buy corporate bonds, which makes financing a deal historically cheap.

Companies can use their stock, much of it trading at or near all-time highs, as currency.

Facebook is using mostly stock to buy WhatsApp. Comcast’s proposed merger with Time Warner Cable is an all-stock deal, and Actavis is using a combination of stock and cash to buy Forest Labs.

The high prices reflect the strength of corporate balance sheets and the confidence of CEOs, encouraging more deals.

“A healthy M&A market ultimately represents a flourishing economy,” said Martyn Curragh, head of U.S. deals for PricewaterhouseCoopers. “Seeing a big deal come together successfully helps bring confidence to other companies who are possibly looking at doing a deal,” he said.

“I don’t think we’ve seen the floodgates open yet,” Deloitte’s Walsh said, “but looking six,

12 months down the road, we’re definitely looking at a big increase.”

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To: richardred who wrote (3657)3/9/2014 7:35:12 PM
From: Glenn Petersen
   of 7071
Safeway had announced that they were in talks about a possible sale in mid-February, when the stock was trading in the mid-30's. Rumors of a possible sale had actually been circulating for months. They exited the Chicago market in December (literally closing their 72 stores) in December and put about 6,000 people out of work. They had about a ten to twelve percent market share. Some of the locations will be reopened by other grocery chains,

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To: richardred who wrote (3655)3/9/2014 7:54:46 PM
From: Glenn Petersen
   of 7071
I've never hung around long enough to worry about dissenter's rights.

Two examples that highlight the difficulty for brick-and-mortar retail stores:

Retailers selling their products via Instagram (and not paying any commissions): Message 29430875

There is a ton of money being invested in online retailers:

Wayfair Raises $157 Million Ahead of Likely IPO

By Jason Del Rey
March 7, 2014, 7:40 AM PST

Another day, another giant investment round for an American online retailer.

Wayfair said on Friday that mutual fund giant T. Rowe Price was leading a $157 million investment in the Boston-based seller of furniture and home decor, pushing total funding above $350 million.

The company, which was founded as CSN Stores 12 years ago, is widely believed to be gearing up for an IPO in the next year after it pulled in more than $900 million in revenue in 2013. The investment comes a month after competitor One Kings Lane, which sells higher end home furnishings online, said it had received an $112 million investment.

Wayfair sells discounted furniture, some of which are offered in short bursts in a model commonly referred to as “flash sales.” The model had been written off as an unsustainable fad in some circles, but fellow flash sales company Zulily went public in a successful IPO last year and industry pioneer Gilt Groupe is said to be planning to go public by year’s end.

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To: Glenn Petersen who wrote (3659)3/9/2014 8:48:29 PM
From: richardred
   of 7071
In a declining highly competitive market. I expect many more store closings upon a successful completion. Like Kodak (non union), I can only imagine what pension liability might be for this mature, highly unionized, industry. IMO it might take a long time to complete ( FTC). IMO the reward of a higher bid will likely result in very little appreciation for the risk taken.

How will sale of Safeway affect prices, employees?
By Rachel Raskin-Zrihen Times-Herald staff writer and By Heather Somerville MediaNews Group/
Posted: 03/08/2014 01:07:20 AM PST

At least some employees at the Vallejo Safeway stores are concerned about the merger announced Thursday, of their company with Cerberus Capital Management, LP., Albertson's parent company.But, mostly, it's a fear of the unknown, said one local Safeway employee who asked not to be identified.

"People are worried. We don't know what's going on, if it's going to be shut down," the employee said. "Some people are looking for new jobs."

There are three Safeway stores in Vallejo, and one each in Benicia and American Canyon.

Jacques Loveall, president of UFCW 8-Golden State, representing 45,000 active and retired supermarket workers, told union members in a letter that the merger must still be approved by government regulators.

"We have already communicated with John Snow, the chairman of Cerberus, to begin discussions regarding the details and ramifications of the sale," Loveall said.

Loveall said the union "will be watching the progress of this proposed merger and will keep our members informed of developments as they happen."

By merging Pleasanton-based Safeway with its Boise, Idaho-based Albertsons, Cerberus hopes to cut costs, expand product selection and compete in a market Safeway and Albertsons have been steadily losing to big-box retailers, convenience stores and niche grocers.

For shoppers, the sale could mean lower prices, as executives pledge to pass cost savings, realized by combining operations like distribution, on to the consumer, although some analysts are not so confident.

For Safeway employees -- who will be negotiating a new contract with the company later this year -- jobs could be on the line, as antitrust regulations and duplication between the companies may lead to individual store sales and closures.

"As our customers need change, we have to adapt (to) a world where they have more options than ever." Albertsons' Chief Executive Officer Bob Miller, who will become executive chairman of the new supermarket conglomerate, said in a conference call with media.

But supermarket analyst David Livingston says shoppers shouldn't get their hopes up for lower prices.

"You aren't going to see them come up with any brand new ideas about how to sell groceries but you are going to see them come up with brand new ideas about how to save on expenses, and increase profits," he said.

Combined, the two supermarket chains will have about 2,400 stores, almost double the size of Safeway today, and just slightly fewer than rival Kroger's roughly 2,600 stores. The merged operation will have about a quarter million employees, 27 distribution centers and 20 manufacturing plants across the country.

Executives said there are no plans to close any Safeway or Albertsons stores, but some analysts say there will be so much redundancy that stores will inevitably close.

Safeway is the fifth-largest employer in the East Bay, with 7,400 workers, according to the East Bay Economic Development Alliance. The company has about 250 stores in Northern California, a region where it is the dominant name in the grocery business.

Frank Dell, president and chief executive of consulting group Dellmart & Co. and a 30-year industry watcher, said Safeway will likely see more changes than Albertson's which Cerberus has had at least part ownership of for about eight years.

"For the most part, Albertsons will be running the show," he said, although he added that he doesn't expect widespread Safeway store closings.

Mike Henneberry, spokesman for the labor union that represents Bay Area Safeway workers, said employees were notified Thursday but aren't panicking.

"The paychecks are going to continue to arrive," he said. "The deal hasn't been done. We'll deal with it as it comes."

The companies expect the merger to be completed in the fourth quarter, although Cerberus will need much of the year to work out antitrust issues with the Federal Trade Commission. Until then, other companies can bid for Safeway, and one grocery union official who asked not to be identified said Kroger has expressed interest.

"We got a letter from Cerebus that they will do their best to protect the interests of the workers, but there seems to be a remote possibility they may close some of the stores to improve profitability," this union official said. "Last time, when Safeway was sold a long time ago, it was a smooth process, and no one lost their jobs. But people are concerned that this investment firm might not be that friendly to workers."

Company officials could also shut stores, though there is usually some warning when such a thing happens, the union person said.

"They don't usually close stores overnight," the official said. "But with the new company.... Safeway is worth about $9 billion now, so, I doubt they'll close the stores over night. But people are definitely concerned."

P.S. I remember the A&P Chapter 11 Filing.

Grocery Operator A&P Seeks to Sell Itself Great Atlantic & Pacific Tea Co. Emerged From Bankruptcy Last Year.

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To: richardred who wrote (3057)3/11/2014 11:34:05 AM
From: richardred
   of 7071
RE- Tesla looking to build a battery plant-Plenty of battery buzz going down past week and now. ULBI looks to be riding some trader coattails on the buzz, judging from yesterdays volume. Teledyne Technologies/TDY has also been on a tear. I sold my TDY shares long ago.

FWIW-I own both OMG through Eagle Pitcher and ULBI. Former ULBI Mark Matthews Vice President of Sales and Marketing works there. Also curious is that EP has a venture with Arista Power/WindTamer Corp with a former ULBI person there. Past bad blood there with Arista Power suing ULBI for allegedly stealing trade secrets. IMO Arista is a penny stock and very sketchy. The balance sheet being one of many items. I have know idea as to the merits of the lawsuit or if it has been resolved.
Message 28099361

P.S. Not many know about Eagle Pitcher who is now owned by OMG. Past PR

OM Group to Acquire Advanced Battery Manufacturer EaglePicher Technologies, LLC for $171.9 Million -- Profitable EaglePicher Would Expand OMG's Portable Power Growth Platform --

-- Deal Enhances OMG's Presence in Fast-Growing Battery, Battery Materials Markets --
CLEVELAND, Dec. 23 /PRNewswire-FirstCall/ -- OM Group, Inc. (NYSE: OMG) today announced that it has signed a definitive agreement to purchase EaglePicher Technologies LLC, (EaglePicher) a wholly owned subsidiary of EaglePicher Corporation for $171.9 million.

Based in Joplin, MO, EaglePicher is a leader in designing and manufacturing batteries, battery management systems and energetic devices for the defense, aerospace and medical industries. For more than 50 years, the company has provided a broad product line of technically differentiated, high-performance products and solutions to industry leading corporations. EaglePicher is also actively pursuing opportunities that would leverage its advanced power storage technologies to serve the rapidly growing alternative energy market.

In fiscal year 2009, EaglePicher recorded revenues of approximately $125 million, of which approximately 60 percent came from its defense business, approximately 31 percent from its aerospace business and the balance from its medical and other businesses.

"The proposed acquisition of EaglePicher is a logical extension of our portable power platform and is another excellent example of the type of acquisition we seek to transform our business model," said Joseph M. Scaminace, OM Group's chairman and chief executive officer. "Similar to the enhanced market position we've created for OMG in other key segments through our transformation strategy, we believe EaglePicher will provide us a strong and profitable base from which we can accelerate our growth in battery materials."

According to Scaminace, "As we went through our deliberate evaluation process, there were several critical factors that clearly established EaglePicher as a priority, including its recognized leadership position in profitable, established end markets; its strong and enduring customer relationships; and its broad R&D and technical expertise in sophisticated battery systems and a wide range of battery chemistries that will allow it to pursue emerging, high-growth markets.

"With EaglePicher, OM Group would not only balance its portfolio of high-quality, value-added materials with world-class, market-facing technologies, but would create an effective channel through which we could bring our various materials closer to the end user. As we have stated many times in the past when discussing our transformational strategy, migrating our materials forward along the value chain is a critical component of long-range growth imperative. With the help of Randy Moore, EaglePicher's president, and his experienced and talented team, we believe we have taken a significant step forward towards this goal."

The proposed transaction, which is subject to customary closing conditions, is expected to close by the middle of the first quarter of 2010. The transaction will be funded by OMG's existing cash and credit facility.

About EaglePicher

EaglePicher Technologies, LLC is the leading producer of batteries and energetic devices for the defense, space and commercial industries, and provides the most experience and broadest capability in battery electrochemistry of any battery supplier in the United States. EaglePicher Technologies offers a wide range of battery technology including thermal, nickel hydrogen, lithium carbonmono-fluoride, lithium thionyl chloride, lithium manganese dioxide, lithium sulfur dioxide, lithium ion, reserve lithium oxyhalide, custom battery assemblies and silver zinc batteries. It also provides other energy products and pyrotechnic devices for the defense industry, as well as advanced battery chargers and other power solutions for business, industrial and recreational applications.

About OM Group, Inc.

OM Group, Inc. is a diversified global developer, producer and marketer of value-added specialty chemicals and advanced materials that are essential to complex chemical and industrial processes. Key technology-based end-use applications include affordable energy, portable power, clean air, clean water, and proprietary products and services for the microelectronics industry. Headquartered in Cleveland, Ohio, OM Group operates manufacturing facilities in the Americas, Europe, Asia and Africa. For more information, visit the company's Web site at

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To: richardred who wrote (3638)3/14/2014 11:04:40 AM
From: richardred
   of 7071
@rreding1 $LNCE healthy if you can eat just one cup. $PEP betcha can't eat just one. $HSY and #Lance know vending

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