|To: richardred who wrote (2993)||9/15/2014 11:18:44 PM|
|Not much of a premium here on a huge deal- a 2% premium to its Friday closing price of $103.85|
Germany's ZF to buy TRW Automotive for $12.4B
Brent Snavely , Detroit Free Press 4:24 p.m. EDT September 15, 2014
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In a deal that would create the world's second largest automotive supplier, Germany's ZF Friedrichshafen agreed to buy Livonia, Mich.-based TRW Automotive for approximately $12.4 billion
Together, the two automakers have combined annual sales of more than $41 billion and about 138,000 employees. ZF Group manages its North American operations out of its Northville, Mich., office.
"The major motivation for this transaction is technology driven and to serve some markets especially in the field of electro-mobility and in the field of autonomous driving," ZF CEO Stefan Sommer said in a conference call. "The combined company has greater scale and power in the world and with combined technological know how … we expect more power, more competitiveness."
The only auto supplier larger than the potential combination of ZF Group and TRW Automotive is another German supplier, Robert Bosch.
The companies said that TRW Automotive Holdings will be a separate division within ZF -- best known as a maker of transmissions.
However, Stephanie Brinley, senior analyst for IHS Automotive, said, "I would expect to see that a lot of that activity would be combined over time. It's not going to stay separate for the long term."
The agreement has been approved by ZF's Supervisory Board and Management Board and TRW's Board of Directors. The deal is expected to close during the first half of 2015.
ZF will pay $105.60 per TRW share, a 2% premium to its Friday closing price of $103.85. The companies put the transaction's value at about $13.5 billion.
Shares of TRW closed down 81 cents, or 0.78%, at 103.04 on Monday. But so far this year, TRW's stock has increased about 40% from $73.64 on Jan. 2.
ZF CFO Konstantin Sauer said the company has received financing commitments from Citigroup and Deutsche Bank and is talking to additional banks that may become part of the deal. ZF said it expects to reduce its financial leverage significantly again in the coming years.
"We have long respected ZF as a very successful company in our industry with similar values and focus on innovation," John C. Plant, CEO of TRW said in a statement. "This transaction provides significant benefits for our shareholders who will receive a full and certain value for their shares, as well as for our employees, customers and communities."
The deal also will bring together two very different companies. ZF Group is best known for its transmissions,but also makes steering systems, axles, clutches and shock absorbers. TRW makes airbags, seat belts, steering wheels, brakes, brake systems and other electronics.
"This is a complementary — not a synergistic deal," Sommer said. "It's for me very, very important to have the best fit situation in all markets. And this is what the (automakers) require with the worldwide platforms with the shorter life cycle of cars."
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|To: richardred who wrote (3628)||9/15/2014 11:33:19 PM|
|Danaher makes a move. Should leave Just enough room should they want to acquire BRKS- Brooks Automation. <G> Danaher was my best hypothetical TO hunter guess of BRKS. |
Danaher Agrees to Acquire Swiss Dental Implant Maker
By Chad Bray September 15, 2014 4:19 amSeptember 15, 2014 11:14 am
Nobel Biocare Holding is a Swiss dental implant maker.Credit Mike Blake/Reuters
LONDON – The Danaher Corporation, an American science and technology conglomerate, said on Monday that it had agreed to acquire Nobel Biocare Holding in a deal that values the company, a Swiss dental implant maker, at about $2.2 billion.
The deal, which includes the assumption of debt, is expected to expand Danaher’s presence in the global dental industry. The combined dental business would have annual sales of nearly $3 billion, the companies said.
Nobel Biocare would operate as a stand-alone company within Danaher’s dental business, maintaining its own brand and identity, the company said.
Danaher offered to acquire all of the outstanding shares for 17.10 Swiss francs, or about $18.31, apiece. The offer represents a 23 percent premium to the company’s closing price on July 28, the day before market speculation arose about a potential deal.
“This combination will help us build a strong platform for future growth,” Henk van Duijnhoven, the senior vice president of Danaher’s dental business, said in a news release.
Nobel’s board of directors recommended that shareholders accept the offer and agree to sell their shares to Danaher. The period when shareholders can begin tendering their shares to Danaher is expected to begin on Oct. 16.
“We view Danaher as the ideal strategic partner for the sustainable development of Nobel Biocare,” Rolf Watter, the Nobel Biocare chairman, said in a news release.
The offer is subject to regulatory approval and to shareholders agreeing to sell Danaher at least 67 percent of Nobel Biocare’s outstanding shares. The offer is expected to be completed late this year or early in 2015.
Based in Zurich, Nobel Biocare provides dental implants, prosthetics and software used in planning dental surgery. The company operates in 80 markets worldwide and posted revenue of 567 million euros, or about $735 million, in 2013.
Danaher, based in Washington, provides technology products and services to a variety of sectors, including health care, pharmaceuticals and consumer goods. The company employs about 66,000 people and generated revenue of $19.1 billion in 2013.
Goldman Sachs advised Nobel Biocare’s board of directors.
Shares of Nobel Biocare were down 5.8 percent to 17.05 francs in trading in Zurich on Monday morning.
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|To: richardred who wrote (3119)||9/16/2014 11:16:55 AM|
|New Buy today JVA -Coffee Holding Company, Inc. |
FARM-Farmer Brothers worked out well for myself. JVA reported disappointing earning and the stock took a hit. IMO the reflected price at under 6 now represents some staying power till earnings improve. That reasoning based on the company's buy back program. I also like the China venture to open a coffee shop. If successful, it could maybe open the door for a poor mans Starbucks. I can only hope they hedge right going forward in coffee futures.
PR snip>"Also, during the past quarter, we purchased 99,815 shares of our own common stock at an average price of $6.59 in the amount of $657,536 under our previously announced share repurchase program pursuant to which we may purchase up to $1 million of our outstanding common stock. While we did not yet fully maximize the total dollar amount authorized by our board of directors, we continue to remain alert for future opportunities based on our evaluation of market conditions and other factors that may give rise to further repurchases," added Mr. Gordon.
P.S. Speculative appeal is also there IMO. I think Sysco or would be a good parent.
Joh. A. Benckiser to Buy Caribou Coffee for $340 Million ..
J.M. Smucker Completes Acquisition of Rowland Coffee
Mondelez and Douwe Egberts maker in coffee mega-merger
Mondelez will receive $5bn in cash and a 49pc stake in the combined business which will have $7bn of sales
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|To: richardred who wrote (3570)||9/16/2014 3:39:57 PM|
|VLCK/CNVR looks to be gone. What's left that's public in social media that not out in the outer limits? Why UNTD-United Online, Inc of coarse. IMO it fits with IDT corp. They just sold their cloud business Fabrix Systems for 95 million. Thinking about adding|
What's most attractive about UNTD:
>The company remained debt free, and had cash and cash equivalents of $70.4 million, or $4.98 per diluted share, compared to $67.3 million at March 31, 2014.
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|To: richardred who wrote (3746)||9/16/2014 3:48:15 PM|
|RE- USEG FWIW- Well one of the family is leaving today.|
8:31 am U.S. Energy announces retirement of President & COO Mark Larsen effective December 31, 2014; Larsen will remain in an advisory role during 2015 ( USEG) : The company plans to initiate a search for a Chief Operating Officer in the near term
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|To: richardred who wrote (2439)||9/16/2014 5:02:20 PM|
|Endo Delivers A Proposal To Acquire Auxilium Pharmaceuticals For $28.10 Per Share In Cash And Stock - Endo's Proposal Provides Auxilium Shareholders with Substantial Premium, Immediate Cash Value, and Ongoing Participation in Endo's Global Expansion|
- Combination would Accelerate Endo's Transformation to Leading Specialty Healthcare Company, Expand Platform for Future Organic Growth
- Addition of Auxilium's Leading Men's Healthcare Products and Development Portfolio would Significantly Enhance Endo's Branded Pharmaceutical Business
- Expected to be Immediately Accretive to Endo's Adjusted Diluted EPS
Endo International plc 12 minutes ago
DUBLIN, Sept. 16, 2014 /PRNewswire/ -- Endo International plc ( ENDP) ( ENL.TO) today announced that it has delivered a proposal to acquire all of the outstanding shares of Auxilium Pharmaceuticals, Inc. ( AUXL) for a per share consideration of $28.10 in a cash and stock transaction valued at $2.2 billion.
Endo's proposal represents a premium of 31% to Auxilium's closing price on September 16, 2014 and a 40% premium to the average closing price of Auxilium shares for the previous 30 days. Under the terms of the proposal, the consideration would include an approximately equal mix of cash and Endo stock. Endo intends to fund the transaction through a combination of existing cash on hand and debt financing.
"Endo's proposal would provide Auxilium shareholders a substantial premium and immediate cash value for their investment in Auxilium, as well as the opportunity to participate in the upside potential of a leading global specialty healthcare company," said Rajiv De Silva, president and chief executive officer of Endo. "In light of the highly complementary nature of our two companies' commercial portfolios, the growth potential of Auxilium's Xiaflex® and the significant synergy opportunities, we believe this compelling strategic combination would result in and create benefits for both Endo and Auxilium shareholders, as well as for patients, customers and employees."
"This transaction is well aligned with Endo's strategy to pursue accretive, value creating organic growth opportunities," continued Mr. De Silva. "We expect that Endo's leading presence in men's health, combined with our R&D capabilities and considerable financial resources will accelerate the growth of Xiaflex® and Auxilium's other products, enhancing the value of the combined company's portfolio. Endo stands ready to engage immediately with Auxilium, complete our confirmatory diligence, negotiate a definitive agreement and complete this exciting transaction."
Strategic and Financial Benefits of a Combined Endo and Auxilium
Highly Complementary Portfolio to Maximize the Value of Auxilium's Commercial Products: Auxilium's 12 FDA approved products in urology, orthopedic and other areas are natural complements to the men's health and pain products in Endo's pharmaceuticals portfolio. Endo expects to drive increased adoption and enhance the performance of Auxilium's Xiaflex®, accelerate development of the product in potential new indications and optimize the broader portfolio of products at Auxilium. The combined company will be well positioned to drive organic growth and to capitalize on additional future strategic M&A opportunities.Significant Synergy Opportunities: Shareholders of the combined company are expected to benefit from significant synergy opportunities given the complementary nature of the companies' product portfolios and geographic locations. These synergies would be in addition to the $75 million reduction in annual operating expenses announced by Auxilium on September 9, 2014, as part of its new corporate restructuring initiative.Strong Financial Profile: Endo would continue to have a strong financial profile with a solid balance sheet, enhanced cash flow and improved financial flexibility to continue to execute the Company's strategy. In addition, Endo expects the transaction to be immediately accretive post close and meaningfully accretive in each year thereafter.Endo's proposal is subject to the completion of its due diligence review and the negotiation of mutually acceptable definitive transaction agreements containing customary closing conditions.
Endo executives will be discussing the proposed transaction with analysts and investors on a conference call at 5:15 p.m. ET today. The conference call can be accessed by dialing (877) 415 3186 (U.S. dial-in) or (857) 244 7329 (international dial-in) and the passcode is 46501825. A replay of the call will be available from September 16, 2014 at 9:15 p.m. ET until 11:59 p.m. ET on September 23, 2014 by dialing (888)-286-8010 (U.S./Canada) or (617)-801-6888 (international) and entering the passcode 61500777. Accompanying slides will be available on Endo's website. Endo will webcast the call to all interested parties through its website: www.endo.com.
Citi is serving as financial advisor to Endo, and Sullivan & Cromwell LLP is serving as its legal advisor.
About Endo International plc
Endo International plc is a global specialty healthcare company focused on improving patients' lives while creating shareholder value. Endo develops, manufactures, markets, and distributes quality branded pharmaceutical, generic and device products through its operating companies. Endo has global headquarters in Dublin, Ireland, and U.S. headquarters in Malvern, PA. Learn more at www.endo.com.
This communication does not constitute an offer to buy or solicitation of an offer to sell any securities. This communication relates to a proposal which Endo International plc ("Endo") has made for a business combination transaction with Auxilium Pharmaceuticals, Inc. ("Auxilium"). In furtherance of this proposal and subject to future developments, Endo (and, if a negotiated transaction is agreed, Auxilium) may file one or more registration statements, prospectuses, proxy statements or other documents with the U.S. Securities and Exchange Commission ("SEC"). This communication is not a substitute for any registration statement, prospectus, proxy statement or other document Endo and/or Auxilium may file with the SEC in connection with the proposed transaction. INVESTORS AND SECURITY HOLDERS OF ENDO AND AUXILIUM ARE URGED TO READ THE REGISTRATION STATEMENT, PROSPECTUS, PROXY STATEMENT AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Any definitive proxy statement (if and when available) will be mailed to stockholders of Auxilium. Investors and security holders will be able to obtain free copies of these documents (if and when available) and other documents filed with the SEC by Endo through the web site maintained by the SEC at sec.gov.
CERTAIN INFORMATION REGARDING PARTICIPANTS
Endo and certain of its directors and executive officers may be deemed to be participants in any solicitation with respect to the proposed transaction under the rules of the SEC. Security holders may obtain information regarding the names and interests of Endo's directors and executive officers in Endo Health Solutions Inc.'s ("EHSI") Annual Report on Form 10-K for the year ended December 31, 2013, which was filed with the SEC on March 3, 2014, and Endo's proxy statement for the 2014 Annual General Meeting of Shareholders, which was filed with the SEC on April 29, 2014. These documents can be obtained free of charge from the sources indicated above. Additional information regarding the interests of these participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will also be included in any proxy statement and other relevant materials to be filed with the SEC if and when they become available.
This communication may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and Canadian securities legislation. These forward-looking statements include, but are not limited to, statements regarding Endo's offer to acquire Auxilium, its financing of the proposed transaction, its expected future performance (including expected results of operations and financial guidance), and the combined company's future financial condition, operating results, strategy and plans. Statements including words such as "believes," "expects," "anticipates," "intends," "estimates," "plan," "will," "may," "look forward," "intend," "guidance," "future" or similar expressions are forward-looking statements. Because these statements reflect our current views, expectations and beliefs concerning future events, these forward-looking statements involve risks and uncertainties. Although Endo believes that these forward-looking statements and information are based upon reasonable assumptions and expectations, readers should not place undue reliance on them, or any other forward looking statements or information in this communication. Investors should note that many factors, as more fully described in the documents filed by Endo with the SEC and with securities regulators in Canada on the System for Electronic Document Analysis and Retrieval ("SEDAR"), including under the caption "Risk Factors" in EHSI's Form 10-K and Endo's Form 10-Q and Form 8-K filings, as applicable, and as otherwise enumerated herein or therein, could affect Endo's future financial results and could cause Endo's actual results to differ materially from those expressed in forward-looking statements contained in this communication. Important factors that, individually or in the aggregate, could cause our actual results to differ materially from expected and historical results include, but are not limited to:
the ultimate outcome of any possible transaction between Endo and Auxilium, including the possibilities that Endo will not pursue a transaction with Auxilium and that Auxilium will reject a transaction with Endo;if a transaction between Endo and Auxilium were to occur, the ultimate outcome and results of integrating the operations of Endo and Auxilium, the ultimate outcome of Endo's operating strategy applied to Auxilium and the ultimate ability to realize synergies;the effects of the business combination of Endo and Auxilium, including the combined company's future financial condition, operating results, strategy and plans;if a transaction between Endo and Auxilium were to occur, our ability to achieve significant upside potential for shareholders by accelerating the growth of Xiaflex®, Testim® and other products? of the resultant combined company;our ability to sustain and grow revenues and cash flow from operations in our markets and to maintain and grow our customer base, the need for innovation and the related capital expenditures and the unpredictable economic conditions in the United States and other markets;the impact of competition from other market participants;the development and commercialization of new products;the effects of governmental regulation on our business or potential business combination transaction;the availability and access, in general, of funds to meet our debt obligations prior to or when they become due and to fund our operations and necessary capital expenditures, either through (i) cash on hand, (ii) free cash flow, or (iii) access to the capital or credit markets;our ability to comply with all covenants in our indentures and credit facilities, any violation of which, if not cured in a timely manner, could trigger a default of our other obligations under cross-default provisions; andthe risks and uncertainties detailed by Auxilium with respect to its business as described in its reports and documents filed with the SEC.All forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirely by this cautionary statement. These forward-looking statements speak only as of the date hereof. Endo assumes no obligation to publicly update any forward-looking statements, whether as a result of new information, future developments or otherwise, except as may be required under applicable securities law.
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|To: richardred who wrote (3761)||9/18/2014 9:35:40 AM|
|RE:Monsanto and Syngenta reportedly end merger talks|
I wonder if it had to do with inversion or the seed controversy?
Monsanto sees controversy over GM seeds
The company has seen protests worldwide over its genetically modified (or GM) seeds. The protests are due to the seeds’ possible effects on human health. News reports in March said that France banned the sale, use, and cultivation of Monsanto’s MON 810 GM maize because of environmental concerns.
A June report said the European Union environmental ministers approved a proposal that would allow individual states to decide for themselves about growing GM crops. The anti-genetically modified organism (or GMO) movement is also in favor of passing laws. The laws would require food companies that use GMOs to appropriately label their products. The company’s main peers include Syngenta (or SYT) and DuPont (or DD).
Monsanto recently said it expects its controversial new GM soybean seeds to be approved in 2014. The seeds are herbicide-tolerant. A Wall Street Journal report said Monsanto could sell the seeds as early as 2016—pending the expected regulatory approvals. The report said the approval has taken time because of the opposition from environmentalists.
Monsanto and Syngenta reportedly end merger talks
News reports in June said that Monsanto and its Switzerland-based peer Syngenta were in preliminary talks about a merger. However, the negotiations were later abandoned. A combined entity would have created the world’s largest agrochemical company. It would have helped Monsanto benefit from lower taxes. The merger would have shifted its legal domicile to Switzerland.
After the news that the merger talks with Syngenta ended, Monsanto announced a new two-year $10 billion share repurchase authorization. It includes a $6 billion accelerated repurchase program.
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|To: richardred who wrote (3668)||9/18/2014 6:53:18 PM|
|SAP made another big move. Will it push HP into a move?|
SAP Buys Concur Technologies for $8.3 Billion
By David Gelles September 18, 2014 5:49 pmSeptember 18, 2014 5:49 pm
SAP said on Thursday that it had agreed to acquire Concur Technologies, an enterprise software company based in Seattle, for about $8.3 billion.
Concur makes software that helps companies manage their employees’ travel and expenses, a growing market as international business travel continues to grow.
SAP will pay $129 a share for Concur, a 20 percent premium to Concur’s closing price on Wednesday, expanding the German technology giant’s suite of web services offerings.
“The acquisition of Concur is consistent with our relentless focus on the business network,” Bill McDermott, chief executive of SAP, said in a statement. “We are making a bold move to innovate the future of business within and between companies.”
Acquiring Concur is the latest big deal by SAP, which agreed to buy Ariba, a business-to-business marketplace, for $4.3 billion in 2012. Earlier this year, SAP acquired Fieldglass, which helps companies manage contract employees. SAP has a market value of nearly $100 billion.
“With Ariba, Fieldglass and Concur, SAP is the undisputed business network company,” said Mr. McDermott. “We are redefining how businesses conduct commerce across goods and services, contingent work forces, travel and entertainment.”
Concur is one of the companies to survive the original dot-com boom. Founded in 1993 and taken public in 1998, Concur reported $546 million in revenue for the last full year, continuing a run of sharp sales increases. The company is on track to record $700 million in revenue this year, SAP and Concur said on Thursday.
“We have always been focused on making solutions for real customer problems, and with SAP we have a great opportunity to advance that mission,” Steve Singh, the chief executive of Concur, said in a statement. “We are constantly seeking innovative ways to deliver the best customer experience and we’re excited about leveraging SAP technology,” he added, “as we scale globally.”
Concur shares have risen sharply since the financial crisis but have been essentially flat since the start of the year even as the broader market has risen. The sale will mark a tidy profit for American Express, the credit card company, which owns 13.5 percent of Concur.
Deutsche Bank advised SAP, and Qatalyst, the boutique investment bank founded by Frank Quattrone, advised Concur.
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