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   Strategies & Market TrendsSpeculating in Takeover Targets


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From: Glenn Petersen9/21/2014 10:59:58 PM
   of 6147
 
Siemens Agrees to Buy Dresser-Rand, an Oil Services Company, for $7.6 Billion

By David Gelles
DealBook
New York Times
September 21, 2014 10:23 pm

Siemens
, the German engineering conglomerate, announced late Sunday a deal for the Dresser-Rand Group, an oil products and services company.
The deal, worth about $7.6 billion, including the assumption of debt, gives Siemens prominence in the American energy sector, which is booming as new reserves of oil and natural gas are tapped through unconventional drilling techniques.

Dresser-Rand has been fielding inquiries from potential buyers in recent months and hired advisers to vet the bids. But Siemens beat out other suitors with an all-cash bid of $83 a share.

“Dresser-Rand is a perfect fit for the Siemens portfolio,” said Joe Kaeser, chief executive of Siemens.

He added, “With this, Dresser-Rand will become the oil and gas company within Siemens.”

Other companies that had been pursuing a deal included Sulzer, the Swiss pump maker, which acknowledged it was in talks with Dresser-Rand last week. General Electric was reported to be considering a bid for Dresser-Rand as well, but people briefed on G.E.’s plans said the company was never in serious discussions about making an offer.

Winning the bidding war for Dresser-Rand would be a win for Mr. Kaeser. This summer, Siemens lost out to G.E. for the energy assets being sold by Alstom, the French industrial group. Siemens already makes some products and equipment for the United States energy sector, including a range of gas turbines.

But in acquiring Dresser-Rand, based in Houston, Siemens is expanding its exposure to the industry as technology for the extraction method called hydraulic fracturing, or fracking, opens huge swaths of land to drilling.

Siemens, with a market value of nearly $85 billion, is a vastly larger company than Dresser-Rand, whose products it will sell through its sales operation.

In a separate deal also announced Sunday, Siemens will sell its 50 percent stake in a household appliances joint venture with Robert Bosch GmbH for 3 billion euros ($3.85 billion).

dealbook.nytimes.com

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To: richardred who wrote (3538)9/22/2014 8:41:58 AM
From: richardred
   of 6147
 
Merck of Germany makes it's move on a merger Monday. SIAL, One of my past moneymakers



Merck of Germany to Acquire Sigma-Aldrich for $17 Billion
By Chad Bray September 22, 2014 6:31 amSeptember 22, 2014 6:31 am

LONDON – Merck of Germany said on Monday that it had agreed to acquire the life sciences company Sigma-Aldrich for $17 billion.

The deal is expected to increase Merck’s presence in North America and give it added exposure to markets in Asia.

Merck, the German chemical and pharmaceutical company, will acquire all of the outstanding shares of Sigma-Aldrich for $140 a share in cash, representing a 37 percent premium on the company’s closing price from Friday. The deal values Sigma Aldrich at about $17 billion.

Merck described the transaction as a “quantum leap” for its life sciences business.

“The combination of Merck and Sigma-Aldrich will secure stable growth and profitability in an industry that is driven by trends such as the globalization of research and manufacturing,” Karl-Ludwig Kley, Merck’s executive chairman, said in a statement.

Merck, based in Darmstadt, Germany, expects to achieve annual cost savings of about 260 million euros, or about $333 million, within three years of completing the deal.

Sigma-Aldrich’s board of directors has unanimously approved the deal, which requires shareholder and regulatory approval.

The transaction is expected to close in mid-2015.

Sigma-Aldrich, based in St. Louis, Mo., produces more than 230,000 chemicals and other products that are used in research and a variety of industrial and commercial sectors. It posted sales of $2.7 billion in 2013 and employs about 9,000 people in 37 countries worldwide.

Merck, which operates under the EMD brand in the United States and Canada, manufactures products for the pharmaceutical and chemical sectors. It posted revenue of about €11.1 billion in 2013 and employs about 39,000 people in 66 countries worldwide.

Guggenheim Securities and JPMorgan Chase and the law firm Skadden, Arps, Slate, Meagher & Flom advised Merck, while Morgan Stanley and the law firm Sidley Austin acted as advisers to Sigma-Aldrich.


dealbook.nytimes.com

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To: richardred who wrote (3399)9/22/2014 8:54:03 AM
From: richardred
   of 6147
 
RE-IEC speculative appeal upped today. IMO The company needs a consolidation to eliminate weak competitors and increase margins for a parent company.


TTM Technologies, Inc. to Acquire Viasystems Group, Inc.



TTM Technologies 1 hour ago GlobeNewswire



Combination Creates One of the World's Leading PCB Manufacturers Transaction Expected to be Materially Accretive in the First Year

COSTA MESA, Calif. and ST. LOUIS, Sept. 22, 2014 (GLOBE NEWSWIRE) -- TTM Technologies, Inc. ( TTMI) ("TTM") and Viasystems Group, Inc. ( VIAS) ("Viasystems") today announced the execution of a definitive agreement under which TTM will acquire all outstanding shares of Viasystems for a combined consideration of $11.33 in cash and 0.706 shares of TTM common stock, which based on the closing market price on September 19, 2014 was valued at $16.46 per Viasystems share, or approximately $368 million. The total enterprise value of the transaction, including the assumption of debt, is approximately $927 million.

The combined company will be one of the world's leading printed circuit board ("PCB") manufacturers with a strong position in the automotive, aerospace and defense, medical, industrial and instrumentation, cellular phone and networking/telecom end markets. The combined company will have approximately 30,000 employees and 28 manufacturing facilities worldwide.

"Both TTM and Viasystems have pursued successful strategies over the years, and we are excited to bring these two companies together," said Tom Edman, CEO of TTM. "This combination creates an industry leader with the ability to deliver expanded capabilities from a broad global footprint to service more customers and end markets. In one step, we will accelerate our strategy to diversify our business and also reduce the impact of seasonality inherent in the cellular phone end market. We believe that the combination will result in significant synergies created by expanded capabilities and economies of scale that will benefit the customers, employees and shareholders of both companies."

"This is a compelling strategic combination that makes for an exciting new chapter for Viasystems," said David M. Sindelar, CEO of Viasystems. "The combination of these two companies will create one of the best management teams in the industry. I believe this combination is an excellent opportunity to realize value for our shareholders and creates new opportunities for our customers and employees."

Strategic Rationale

The acquisition of Viasystems is expected to provide a number of benefits to TTM:

  • Accelerating entry into the automotive industry, an end market that offers diversification, while expanding TTM's presence in the medical, industrial and instrumentation, and aerospace and defense segments.
  • Providing a global footprint that serves as a foundation for future growth by utilizing the complementary strengths of the combined company in North America and China.
  • Increasing TTM's customer and end market diversity, positioning the combined company for further long-term growth.
  • Providing a unique opportunity to achieve industry-leading financial performance, create significant value for customers and shareholders, and provide greater opportunities for employees.
  • Terms of the Transaction and Financial Highlights

    Viasystems shareholders will receive per share consideration equal to $11.33 in cash and 0.706 shares of TTM common stock for each Viasystems share.

    In the twelve months ended June 30, 2014, the combined company would have generated pro forma revenues of $2.5 billion and adjusted EBITDA of $300 million. For a reconciliation of adjusted EBITDA to GAAP net income, see Appendix A to TTM's presentation filed as Exhibit 99.2 to TTM's Current Report on Form 8-K filed on September 22, 2014.

    TTM has identified at least $25 million in pre-tax cost synergies which are expected to be realized within the first year. These will result from combining the sales and general and administrative functions of the two companies. TTM believes that significant additional synergies will result from other integration efforts over a longer period of time. This transaction is expected to be materially accretive to non-GAAP earnings per share in the first year.

    TTM expects to utilize a new $1.3 billion senior secured credit facility to finance the cash portion of the purchase price, refinance certain debt at each company, and provide liquidity for working capital and general corporate purposes. TTM has received a fully-underwritten financing commitment from J.P. Morgan and Barclays to finance the transaction.

    The transaction is subject to customary closing conditions, including regulatory approvals and approval by the shareholders of Viasystems. The transaction is expected to close in the first half of 2015. J.P. Morgan acted as financial advisor for TTM, and Stifel acted as financial advisor for Viasystems.

    Investor Conference Call and Webcast

    TTM and Viasystems will host a joint conference call on Monday, September 22, 2014 at 8:30 AM Eastern Time to discuss the combination.

    Interested parties can listen to the conference call and view accompanying slides via webcast at www.ttmtech.com and www.viasystems.com. The call can also be accessed over the phone by dialing domestic 1-877-397-0286 or international 1-719-325-4747 (ID 1521508).

    The replay of the webcast will remain accessible for one week following the live event on TTM's website at www.ttmtech.com and Viasystems' website at www.viasystems.com.

    About TTM

    TTM Technologies, Inc. is a major global PCB manufacturer, focusing on quick-turn and technologically advanced PCBs and the backplane and sub-system assembly business. TTM stands for time-to-market, representing how TTM's time-critical, one-stop manufacturing services enable customers to shorten the time required to develop new products and bring them to market. Additional information can be found at www.ttmtech.com.

    About Viasystems

    Viasystems Group, Inc. is a technology leader and a worldwide provider of complex multi-layer PCBs and electro-mechanical solutions ("E-M Solutions"). Its PCBs serve as the "electronic backbone" of almost all electronic equipment, and its E-M Solutions products and services include integration of PCBs and other components into finished or semi-finished electronic equipment, for which it also provides custom and standard metal enclosures, cabinets, racks and sub-racks, backplanes and busbars. Viasystems' approximately 14,800 employees around the world serve over 1,000 customers in the automotive, industrial and instrumentation, computer and data communications, telecommunications, and military and aerospace end markets. For additional information about Viasystems, please visit the company's website at www.viasystems.com.

    Forward-Looking Statements

    Certain statements in this communication may constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements relate to a variety of matters, including but not limited to: the operations of the businesses of TTM and Viasystems separately and as a combined entity; the timing and consummation of the proposed merger; the expected benefits of the integration of the two companies; the combined company's plans, objectives, expectations and intentions; and other statements that are not historical fact. These statements are made on the basis of the current beliefs, expectations and assumptions of the management of TTM and Viasystems regarding future events and are subject to significant risks and uncertainty. Statements regarding TTM's and Viasystems' expected performance in the future are forward-looking statements.

    It is uncertain whether any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do, what impact they will have on the results of operations and financial condition of the combined company or the price of Viasystems' or TTM's common stock. These forward-looking statements involve certain risks and uncertainties that could cause actual results to differ materially from those indicated in such forward-looking statements, including but not limited to: the ability of the parties to consummate the proposed merger and the satisfaction of the conditions precedent to consummation of the proposed merger, including the ability to secure regulatory approvals in a timely manner or at all; the adoption of the Merger Agreement by Viasystems' stockholders; the possibility of legal or regulatory proceedings (including related to the transaction itself); the ability of TTM to successfully integrate Viasystems' operations, product lines, technology and employees and realize synergies and additional opportunities for growth from the proposed merger in a timely manner or at all; unknown, underestimated or undisclosed commitments or liabilities; the potential impact of the announcement or consummation of the proposed transactions on the parties' relationships with third parties, which may make it more difficult to maintain business and operational relationships; the level of demand for the combined company's products, which is subject to many factors, including uncertain global economic and industry conditions, demand for electronic products and printed circuit boards, and customers' new technology and capacity requirements; TTM's and Viasystems' ability to (i) develop, deliver and support a broad range of products, expand their markets and develop new markets, (ii) timely align their cost structures with business conditions, and (iii) attract, motivate and retain key employees; and developments beyond Viasystems' or TTM's control, including but not limited to, changes in domestic or global economic conditions, competitive conditions and consumer preferences, adverse weather conditions or natural disasters, health concerns, international, political or military developments, and technological developments. Additional factors that may cause results to differ materially from those described in the forward-looking statements are set forth in the Annual Report on Form 10-K of TTM Technologies, Inc. for the year ended December 30, 2013, which was filed with the Securities and Exchange Commission (the "SEC") on February 21, 2014, under the heading "Item 1A. Risk Factors" and in the Annual Report on Form 10-K of Viasystems for the year ended December 31, 2013, which was filed with the SEC on February 14, 2014, under the heading "Item 1A. Risk Factors," and in each company's other filings made with the SEC available at the SEC's website at www.sec.gov.

    finance.yahoo.com

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    To: The Ox who wrote (3697)9/22/2014 9:08:52 AM
    From: richardred
    1 Recommendation   of 6147
     
    Two big ones on Monday by Merck and Germany and Siemens. IMO By the time congress acts The foreign owned companies will do it for them.

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    To: Glenn Petersen who wrote (3698)9/22/2014 9:30:41 AM
    From: richardred
       of 6147
     
    What will it take to make US companies more competitive and on a level playing field. IMO nothing from a lame duck that thinks tax cuts don't create jobs and tax increases help the economy.

    US Company Simulation.
    Message 28533490

    Personal Economic stimulation
    Message 27060162

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    To: richardred who wrote (3780)9/22/2014 12:09:54 PM
    From: richardred
       of 6147
     
    Beer Industry Witnesses Another Round of Consolidation



    By Zacks Equity Research 5 minutes ago



    A lot has been happening in the global brewing industry which is hinting at another round of consolidation. After the rumor of a possible acquisition of SABMiller plc ( SBMRY) by Anheuser-Busch InBev SA/NV ( BUD) aka AB InBev, The Wall Street Journal last week reported that a Russian company is acquiring American sub-premium craft beer maker, Pabst Brewing Company.

    As per the news sources, Russia’s biggest independent brewer, Oasis Beverages has partnered with a California-based private-equity firm, TSG Consumer Partners LLC, to acquire Pabst Brewing Company. As per the agreement, Oasis Beverages will be entitled for a majority stake while TSG will take a minority stake in the craft beer company. The Wall Street Journal anticipates the deal to range between $700 million and $750 million.

    Founded by Jacob Best in 1844, the Pabst Brewing Company was named after Frederick Pabst in 1889. The company is currently owned by a consumer-products investor C. Dean Metropoulos & Co., who had acquired it in 2010 for $250 million from a charitable foundation. Currently, the company with its over two dozen brands accounts for nearly 3% of the U.S. beer market.

    Oasis Beverages’ recent move exhibits its intent to enhance operations in the U.S. alcoholic-beverage market. The company currently operates in Russia, Belarus, Kazakhstan and Ukraine.

    We have noticed that the alcoholic beverage industry has been witnessing major consolidation in recent times. All the companies are taking utmost efforts to increase their share in this matured U.S. beer market and in other global markets either through merger & acquisition or by expanding into new regions.

    Earlier, Bloomberg, on Sep 14 reported that SABMiller approached Heineken NV ( HEINY) with a buyout offer which was rejected by the later. It is believed that the acquisition offer made by SABMiller was to defend itself from AB InBev’s takeover bid.

    Some other important acquisitions made in 2014 include the buyout of Beam Inc. in January by Japanese beverage company, Suntory Holdings Ltd., for a sum of $16 billion. Subsequently, AB InBev, in order to strengthen its position in the Asia-Pacific region, reacquired its South Korean asset – Oriental Brewery – for a sum of $5.8 billion from KKR and Affinity Equity Partners. Further, Constellation Brands Inc. ( STZ) is anticipated to close its pending acquisition of Casa Noble, a premium quality tequila brand, by the end of this month.

    We expect the consolidation trend that has spread across the beer industry to continue as this will not only facilitate the companies in increasing their market share but will also help in reducing costs through leverage from suppliers and distributors.

    Further, presence of large amounts of cash on corporate balance sheets, favorable credit markets, low interest rates, and strength in the stock market have also acted as confidence boosters for the companies.

    Looking at the share movement of both the buyer and seller companies after any merger & acquisition news, we believe that shareholders extend full support to big acquisitions so that the companies can beef up their market presence amid rampant consolidation.

    Therefore, looking at the recent developments, we suggest our investors to add and hold some alcoholic-beverage companies to their portfolio. Apart from AB InBev, Boston Beer Company ( SAM) and Molson Coors Brewing Company ( TAP) are the premium beer makers which show huge growth potential as both the companies are making efforts to expand.
    finance.yahoo.com

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    To: richardred who wrote (3785)9/22/2014 1:45:11 PM
    From: Glenn Petersen
    2 Recommendations   of 6147
     
    Actually, there may be an opportunity for tax reform next year, particularly if the Republicans win the Senate and take Harry Reid out of the equation. Paul Ryan is expected to become the Chairman of the House Ways and Means Committee, Ground Zero for all tax legislation. He is on record as wanting to rewrite the tax code. Obama has previously stated that our corporate tax rates are too high and that he would accept lower rates in exchange for the closing of some loopholes. There may be an opportunity for compromise. The window closes, of course, when the 2016 presidential campaign begins.

    If nothing changes and corporations continue to exit the U.S., the "fixes" will probably be punitive, which would only accelerate the flight of U.S. companies and dissuade foreign companies from investing in the U.S.

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    From: Glenn Petersen9/22/2014 6:53:18 PM
       of 6147
     
    Apparently I was wrong. It would appear that changes to the tax code are written by the Executive Branch,

    Obama Administration Issues New Rules to Combat Tax Inversions

    Actions Intended to Make Inversions Harder to Accomplish, Less Profitable

    By John D. McKinnon And Damian Paletta
    Wall Street Journal
    Updated Sept. 22, 2014 6:19 p.m. ET

    The Obama administration went on a regulatory offensive against U.S. companies that move to lower-tax countries, issuing new rules that take away major benefits of the deals.

    In a multipronged attack, the administration took action under five separate sections of the tax code to make so-called inversions harder to accomplish and less profitable.

    Three of the moves are aimed at blocking inverted companies from using techniques—sometimes known as "hopscotching"—to get access to their offshore cash without paying U.S. tax on it. Those would apply to deals closed on or after Sept. 22.

    Another move makes it more difficult for U.S. firms to skirt current ownership standards in inverting. Still another move would make it harder for U.S. firms to spin off subsidiaries overseas.

    Taken together, the administration's moves are likely to remove at least some of the economic appeal of inversions, which have become more common in recent years, particularly in the pharmaceutical industry. Noticeably absent, however, was a much-discussed idea to limit inverted companies' ability to ship U.S. profits overseas tax free.

    Some experts have questioned how much authority the Treasury Department actually has in the area, and legal challenges to Monday's actions remain a possibility. The moves also seem unlikely to end inversions altogether, as even Treasury Secretary Jacob Lew has recently conceded, in part because the administration has little legal ability to block the most common type of inversion.

    Still, Monday's announcement was likely to chill many deals, at least for now. The Treasury Department also promised to continue looking for other regulatory steps to discourage inversions, and to review tax treaties.

    In an inversion, a U.S. company reincorporates for tax purposes in a tax-friendlier country such as the U.K. or Ireland, typically while maintaining its real headquarters in the U.S. Most recent inversions have come in mergers between a U.S. firm and a smaller foreign firm, after a series of regulatory steps during President Barack Obama's first term curbed other types of inversions.

    Write to John D. McKinnon at john.mckinnon@wsj.com and Damian Paletta at damian.paletta@wsj.com

    online.wsj.com

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    To: Glenn Petersen who wrote (3788)9/22/2014 7:05:38 PM
    From: The Ox
    1 Recommendation   of 6147
     
    Typical, they write the tax laws so you can drive a truck through the loophole and then bitch and moan when a highway full of trucks start flowing through!

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    To: The Ox who wrote (3789)9/23/2014 4:30:56 PM
    From: Glenn Petersen
       of 6147
     
    A simple tax code would be more efficient and easier to police. However, it would reduce the employment opportunities for the attorneys, accountants and lobbyists who wrote or influenced the writing of the current code, and the attorneys, accountants and lobbyists who are responsible for driving the trucks through loopholes in the code. The odds of that happening are slim.

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