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   Strategies & Market TrendsSpeculating in Takeover Targets

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From: Glenn Petersen10/27/2014 1:55:31 PM
   of 6147
Le Divorce

By James Surowiecki
The New Yorker
November 3, 2014 Issue

Credit Illustration by Christoph Niemann

For most of this year, corporate America has exhibited a full-blown case of merger mania. Deals worth more than a trillion dollars have been announced. But there is also something odd going on: the urge to merge has been accompanied by an urge to purge. According to S. & P., the number of spinoffs announced so far this year is nearly thirty per cent higher than the number for the whole of 2013, and, in the past month, three big tech companies announced breakups. Hewlett-Packard and Symantec are both dividing their operations in two, while eBay is spinning off PayPal—all dramatic changes of direction. Between 2001 and 2011, Hewlett-Packard spent almost sixty-six billion dollars on acquisitions in the hope of making itself a one-stop shop for tech customers. Symantec is effectively reversing its 2005 acquisition of Veritas, which it said at the time would create great “synergies” among its products. As for eBay, as recently as January it was telling investors that “we have been successful exactly because PayPal and eBay are together.” Now all these companies are saying that the parts are more valuable than the whole.

No one’s upset about the U-turns, because breakups, unlike mergers, have a solid track record. Studies have found that spun-off stocks have consistently beaten the market by a wide margin. Emilie Feldman, an assistant professor of management at Wharton who has done a series of studies of divestitures, told me, “It isn’t just the stock price. Spinoffs also improve the short- and long-term performance of the companies themselves.” In companies with lots of divisions and product lines, it’s hard for executives to concentrate on the core business. “When you’re mixing and matching and trying lots of different things at the same time, it’s just a constant drain on executives’ attention,” Feldman said. In a study she conducted of the reasons companies give for splitting, ninety-two per cent said that improving “managerial focus” was key.

Breaking up has other advantages, especially if one part of your company is growing faster than the rest, or is significantly more profitable. These days, PayPal is likely more valuable, in investors’ eyes, than eBay. So, if you’re working for PayPal but getting compensated in part with eBay stock options, you’re being paid less than if the companies were separate. Feldman, in a study of more than two hundred spinoffs, found that people running higher-earning divisions were undercompensated relative to performance. After a spinoff, she said, “everything falls right into line, and people get paid based on their performance.” Especially in a place like Silicon Valley, that makes it a lot easier to hire and keep the right people.

The success of divestitures doesn’t mean that mergers are always a mistake. The acquisition of PayPal by eBay, in 2002, was the kind of deal that often works—the purchase, at a reasonable price, of a young company that truly complements the buyer’s core business. (Google’s acquisition of YouTube is another example.) Being bought by eBay gave PayPal credibility and access to a huge customer base. But, as PayPal got bigger and eBay became less important to its business, the ownership structure got to be a burden. It limited PayPal’s ability to form partnerships with eBay’s competitors, like Amazon and Google, and, many have argued, made the company less innovative than it could have been. The decision to split is a recognition that PayPal has outgrown its parent.

In other cases, spinoffs are the final verdict on mergers that should never have happened in the first place. Symantec’s acquisition of Veritas was predicated on that shakiest of justifications—“synergy.” Symantec was a data-security company and Veritas a data-storage company; they were supposed to be a natural fit because, well, we all want the stuff we store to be safe, right? But it was a hopeless fit: the storage and security markets were very dissimilar, involving completely different sets of buyers. Symantec wasted years trying to integrate operations before admitting defeat. The storage division is now worth twenty per cent less than it was a decade ago.

And Symantec is hardly alone. The brute fact is that most mergers don’t work. Aswath Damodaran, a finance professor at N.Y.U., has said, “More value is destroyed by acquisitions than by any other single action taken by companies.” Furthermore, a study of some thirty-seven hundred acquisitions between 1990 and 2007 found that big mergers, like the ones Symantec and H.-P. did, were less likely to improve the bottom line than small ones. “Even when you have a deal that looks lovely on paper, it’s a huge challenge,” Feldman says. “Getting cultures to fit together, getting people to stay on board, merging I.T. systems and back offices: all these things are really hard.” If we’re seeing a boom in corporate divorce, it’s in part because the past decade gave us so many bad marriages.

Still, it’s unlikely that corporate America will lose its penchant for getting hitched. Between Wall Street’s desire to keep the deal pipeline stoked and the unshakable conviction of C.E.O.s that they can beat the odds, the trend toward consolidation is sure to continue. In fact, as soon as eBay announced the PayPal spinoff people began saying that the ideal outcome would be for PayPal to be acquired by some big company. The projected synergies, you can be sure, will be amazing.

James Surowiecki has been a staff writer at The New Yorker since 2000, and writes The Financial Page.

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To: richardred who wrote (3765)10/28/2014 10:46:50 AM
From: richardred
   of 6147
Twitter CEO Costolo Will Be “Opportunistic” on Acquisitions October 27, 2014, 5:32 PM PDT

By Kurt Wagner

User growth issues continue to linger for Twitter despite beating Wall Street estimates Monday afternoon, and Twitter is working to find other ways to grow. As we’ve said before, an acquisition to help move things along may not be a bad idea.

Twitter’s monthly active users grew 23 percent over the same period last year to 284 million in Q3, but analysts latched onto timeline views, a metric better used to represent engagement, that is growing much slower than it was a year ago. Twitter CFO Anthony Noto told analysts to expect more of the same in Q4, and the stock is down more than 10 percent in after-hours trading as a result.

Buying something could help spur growth, and with $3.6 billion in cash on hand thanks to a recent debt acquisition, Twitter CEO Dick Costolo has ample opportunities. He’s being patient and will look for “opportunistic” acquisitions that may arise, he told Re/code in an interview following the earnings release. Costolo pointed to Vine, the six-second video platform, as an example of the types of acquisitions Twitter will be looking for down the road.

“That wasn’t something we were planning to go build or thinking about,” he said of the Vine acquisition from late 2012. “We saw what [the Vine founders] were doing, Jack [Dorsey, Twitter co-founder] and I loved it, and we were able to move quickly. That’s what raising the additional cash was all about.”

So Twitter now has the cash and stock handy to compete in almost any acquisition conversation it chooses, but that cash doesn’t appear to be burning any holes in company pockets.

While Twitter may be feeling outside pressure to make another content or user-growth-focused acquisition, Costolo says the company isn’t limited to those categories. He wouldn’t name specific industries of interest, but pointed to Twitter’s Crashlytics acquisition, which was on display at the company’s mobile developer conference last week, as another example of what Twitter may one day add.

As Twitter expands its business to include revenue streams and services outside of the traditional social network, it adds intrigue as to what Twitter may ultimately buy. In the meantime, Costolo has no problems waiting for the right opportunity.

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To: Glenn Petersen who wrote (3839)10/28/2014 11:00:00 AM
From: richardred
   of 6147
P&G's Duracell business now MSG

Madison Square Garden explores splitting into two companies Updated October 28, 2014 10:15 AM

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Madison Square Garden on Nov. 26, 2011. (Credit: Getty Images / Bruce Bennett)

Madison Square Garden Co. is exploring splitting into two publicly traded companies to unlock value in the New York Knicks and New York Rangers sports franchises and buoy its entertainment business.

MSG, controlled by the Dolan family, has been considering since July a plan to house its sports teams and cable networks in one company and move its real estate assets and its concert and entertainment...

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From: Cautious_Optimist10/28/2014 11:37:00 AM
2 Recommendations   of 6147
Call me crazy:

Pounded TWTR's market cap is now $29.9B. Sounds like an absurd figure based on the short term fundementals, but not as wild as What's App? selling to Facebook for $19B in cash and stock.

Outside of FB, Twitter shares an elite social media sweetspot IMHO -- plenty of room to grow eyeballs and authors, and mobile + desktop platforms to monetize through less-obnoxious ads is higher than peers.

News breaks on Twitter. Even old analog media promotes tweets along side it's traditional "sources." Not just earthquakes and accidents, but cheap gotta-know real-time gossip too. Addicting. Local and global.

Twitter compliments Facebook, they do not compete...

High price? Yes. Strategic acquisition in the social network ecosphere? Absolutely. Will we gasp at the price paid? Of course.

In this evolving universe. M&A are likely to become bidder auctions for incumbents to block a rival.

Compared to conventional thinking in mature markets, the valuation is ridiculous. But in this space, its looking out years ahead, its strategy and also offense by defense.

I own TWTR. buying since the IPO. I am am usually a value + growth investor, in this case I have added "strategic value." I could be wrong, and then I'll tweet my self-flagellation.

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To: Glenn Petersen who wrote (3839)10/28/2014 1:20:31 PM
From: Ahda
   of 6147
La Marriage

In my search of muli cluster ionization products it appears Belimo could be buying out Zip.

No comments or questions please as I am fighting pink eye.

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To: Cautious_Optimist who wrote (3842)10/29/2014 10:40:29 AM
From: richardred
   of 6147
I agree for the most part. One has to wonder if GOOG or Yahoo would like to own this. I eventually would like to own some. I sure wish it was through an acquisition on CNVR by way of Twitter stock. This on my previous successful CNVR speculation, and as a possible Twitter White Knight. CNVR would not be a costly one to Twitter, IMO. I think they need an acquisition. Public companies are sparse now. However there will be plenty of new private companies from which to choose. I just see so many continued uses of Twitter by Nielsen N.V. (NLSN)-NYSE. As mentioned earlier on this board. I still like ComScore Inc.(SCOR), but its had a nice run up since I put it on my watch list.
Message 29381744

Why Can't CNVR find a White knight in the Big ad space or by Twitter? The reasoning below. I can't think of any recent deals that would be this accretive to a target company's earnings

>Additionally, Alliance Data expects the acquisition to be accretive to its core earnings per share by 50 cents in the first year and 75 cents in the second. The Zacks Consensus Estimate for 2015 is currently pegged at $13.73. We expect the number to move north as analysts start incorporating the accretion in their estimates.

>The Transaction in Detail

Alliance Data will acquire Conversant for $2.3 billion, which is equivalent to $35 per Conversant share, a 34% premium to the 30-day average closing price of Conversant's stock. This consideration comprises 48% in cash and 52% in shares, which values Conversant’s shares at 10 times its 2015 adjusted earnings before interest, tax, depreciation and amortization (:EBITDA) of $230 million.

The exchange ratio of 0.07037 will remain fixed at close. The cash consideration will vary but lie within the $14.98 - $18.62 per share ($284 -$233 price per share of Alliance Data stock) band.

Though an acquisition, this agreement has been structured as a merger, where Conversant stockholders will own 7% of the combined company and the remaining 93% will be owned by Alliance Data stockholders.

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To: richardred who wrote (3833)10/30/2014 1:39:10 PM
From: richardred
   of 6147
Looks like TEX took a stake in MNTX. I am a former ASVI holder and TEX holder. This venture with the TEX investment in MNTX should give TEX about an 8% stake. CAT owned a big piece of ASVI which TEX eventually bought out. IMO if the venture works out well. I can see TEX wanting the whole thing.
Message 24210981
RE- GEHL was eventually acquired by manitou
Message 27684600

Manitex International, Inc. Announces ASV, Inc. Joint Venture with Terex Corporation Terex to Invest $20 Million in Manitex International, Inc.

BRIDGEVIEW, Ill., Oct. 29, 2014 /PRNewswire/ -- Manitex International, Inc. ( MNTX), a leading international provider of cranes and specialized material and container handling equipment, today announced an agreement to form a Joint Venture with Terex Corporation in ASV, which has been a wholly-owned subsidiary of Terex ( TEX) since 2008, with its manufacturing facility in Grand Rapids, MN. As a result of the transaction, Manitex will own 51% of ASV and Terex will own 49% of ASV.

ASV's broad product line of technology-leading compact rubber-track and skid-steer loaders and accessories, extends Manitex's footprint to new markets, further adding to the company's diverse product portfolio offered through equipment dealers, worldwide. Total sales for ASV, Inc. are forecasted to be approximately $128 million in 2014 with gross margins and adjusted EBITDA* margins roughly in-line with those of Manitex.

David J. Langevin, Chairman and CEO of Manitex International commented, "We are excited to add a new branded product group to the Manitex family and are proud to announce that Terex, a long-standing leader in the capital equipment space, has selected us as its partner in ASV. We see encouraging signs in the end-markets in which ASV operates, and expect a gradual recovery throughout 2015. This transaction gives us an opportunity to increase our presence in the broader housing and construction markets, and consequently, increase earnings power for our company, beginning in the first quarter of 2015. Upon closing this transaction and the acquisition of PM Group, also expected to take place before year end, we would expect to enter 2015 as a company that has worldwide revenues of over $500 million, 9% EBITDA margins, and the ability to generate significant profits and value for our shareholders going forward."

Ron De Feo, Chairman and CEO of Terex, commented, "We are pleased to announce this joint venture with Manitex International and are confident they will bring additional value to the ASV business. We believe this will be a very productive transaction for both Terex and Manitex shareholders and look forward to continuing to serve our customers and all stakeholders with the same degree of excellent products and services they have come to expect."

The consideration for Manitex's majority share in ASV will be $25 Million, and the transaction is expected to close in the fourth quarter of 2014. At the time of our acquisition ASV will have approximately $60 million in bank debt which is non-recourse to Manitex and Terex. In a separate transaction, Terex has agreed to invest $20 million in Manitex common stock and convertible debt securities.

*Adjusted EBITDA is calculated by: GAAP Net Income plus Income Tax plus Depreciation and Amortization plus Interest Expense plus Foreign Currency Transaction gains/losses plus Other (Income)/Expenses.

About Manitex International, Inc.

Manitex International, Inc. designs, manufactures and markets a portfolio of highly engineered and customizable lifting, material and container handling equipment, spanning boom truck, telescopic, rough terrain and industrial cranes, reach stackers and associated container handling equipment, rough terrain forklifts, mobile liquid and solid containment solutions, and specialized trailers and mission oriented vehicles, including parts support. We have accumulated nearly a dozen brands since going public in 2006 and operate internationally through eight subsidiaries with design and manufacturing facilities in the USA, Canada and Italy.

Manitex Inc, in Georgetown, TX, manufactures a comprehensive line of boom truck and telescopic cranes and sign cranes, primarily used in industrial projects, energy exploration and infrastructure development, including roads, bridges, and commercial construction. Badger Equipment Company, in Winona, MN, manufactures specialized rough terrain and industrial cranes and primarily serves the needs of the construction, municipality, and railroad industries. Our Italian subsidiary, CVS Ferrari, srl, designs and manufactures a range of reach stackers and associated lifting equipment for the global container handling market. Our Manitex Liftking subsidiary is a provider of material handling equipment including the Noble straight-mast rough terrain forklift product line, Lowry high capacity cushion tired forklift as well as specialized carriers, heavy material handling transporters and steel mill equipment. Manitex Liftking's rough terrain forklifts are used in commercial applications and by the world's largest military and peace keeping organizations. Our subsidiary, Manitex Load King located in Elk Point, South Dakota is a manufacturer of specialized engineered trailers and hauling systems, typically used for transporting heavy equipment. Manitex Sabre based in Knox, Indiana, builds mobile specialized tanks for liquid storage and containment solutions for a variety of end markets such as petrochemical, waste management and oil and gas drilling. Manitex Valla located in Piacenza, Italy, manufactures a full range of mobile precision pick and carry cranes from 2 to 90 tons, using electric, diesel, and hybrid power options with configurable special applications designed specifically to meet the needs of its customers.

Our Crane and Machinery division is a Chicago based distributor of cranes including Terex truck and rough terrain cranes, PM knuckle boom cranes and our own Manitex International brands. Crane and Machinery provides aftermarket service in its local market as well as being a leading distributor of OEM crane parts, supplying parts to customers throughout the United States and internationally. The division also provides a wide range of used and refurbished lifting and construction equipment of various ages and conditions as well as operating a rental fleet of equipment to the Tri-state area.

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To: richardred who wrote (3802)11/1/2014 4:23:43 PM
From: richardred
   of 6147
How do you get rid of excess capacity in the oil patch? You put a choke hold on for now and consolidate. While asking your Nabor-NBR for a price break.

Top 5 Eagle Ford stories of the week

5. This Week’s Top Energy Jobs

The energy industry – oil & gas sector in particular – is bracing itself for a massive wave of retirements over the short to medium term, which has been dubbed “The Great Shift Change.” As the industry prepares for this turnover, companies are looking to the next generation of candidates with skills ranging from finance, geology, engineering, law, etc. Read about the hottest jobs in the market here.

4. Carrizo creates bigger niche in EF
Carrizo Oil & Gas, Inc.

The Houston-based exploration, development and production company, Carrizo Oil and Gas, Inc., announced Monday that their acquisition of additional leasehold and producing interests in the Eagle Ford Shale from Eagle Ford Minerals, LLC was finalized. Read more here.

3. Oil prices don’t dictate the value of oilfield service companies
Getty Images via NewsCred

The recent and dramatic drop in the price of oil, which fell from $100 per barrel in August to around $80 in October, has many oil and gas service companies wondering if they missed an opportunity to sell at a decent price. However, according to John Sloan, vice chairman of Allegiance Capital, an investment bank specializing in mergers and acquisitions, “The value of a proven, well-managed, successful oilfield services company is not totally immune from the latest drop in oil prices, but we haven’t seen any negative impact on what buyers are willing to pay for companies.” Read more after the click.

2. 7 oilfield songs you won’t hear on the radio
Getty Image via NewsCred

…Here is a list of seven oil-related folk songs. Some you may recognize right away, while others may have been lost with time. At least now, the next time I hit up a jam session, I can bring a slice of the black gold reality with me. Check out the music right here on Eagle Ford.

1. Anadarko pushes progress in East Texas, Eagle Ford

Anadarko Petroleum Corp. is staking new claims in East Texas with plans to drill over 500 new wells across the region. Teaming up with KKR & Co., this is a major expansion for the company in a region where they were once highly productive. Read all about the new ventures here.

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To: richardred who wrote (3819)11/1/2014 5:01:17 PM
From: richardred
   of 6147
From the Tecumseh Chairman's mouth - Maybe a step in a possible sale? SNIP-"His experiences in strategic initiatives and public-company director expertise will be a tremendous asset to the board and to Tecumseh Products," said Gary Cowger, Chairman of the Board of Directors.

Tecumseh Products Company Announces Addition to Board

Tecumseh Products Company October 31, 2014 1:28 PM

ANN ARBOR, Mich., Oct. 31, 2014 /PRNewswire/ -- Tecumseh Products Company ( TECU), a leading global manufacturer of compressors and related products, announced today the addition of Mr. Mitchell I. Quain to its Board of Directors.

On October 30, 2014, Tecumseh's Board increased the current size of the Board of Directors from six to seven members and appointed Mitchell I. Quain as a director to fill the newly-created vacancy, effective immediately. Mr. Quain has also been appointed to the Governance and Nominating Committee.

"We believe Mitch's background in the investment community, his experiences in strategic initiatives and public-company director expertise will be a tremendous asset to the board and to Tecumseh Products," said Gary Cowger, Chairman of the Board of Directors. "We are very pleased that Mitch is joining the board."

Mr. Quain has served as a Senior Advisor of The Carlyle Group L.P., a private investment firm, since 2012. From 2010 through 2011, Mr. Quain was a Partner at One Equity Partners, LLC, a private equity investment firm. From 2008 to 2010, he served as Managing Director of ACI Capital Co., LLC, a private equity investment firm. From 2001 through 2003, Mr. Quain served as Vice Chairman of Investment Banking at ABN AMRO, a global full service wholesale and retail bank. Prior to 2001, he served at ABN AMRO as Global Head of Industrial Manufacturing and of its banking business. Mr. Quain also serves as Chairman of the Board of Directors of MagneTek, Inc., a publicly-traded manufacturer of digital power and motion control systems, and serves on the Board of Directors of Hardinge Inc., a publicly-traded international provider of machine tools, RBC Bearings Incorporated, a publicly-traded specialty bearings manufacturer, and Astro-Med, Inc. a publicly-traded manufacturer of specialty printers, data acquisition systems and medical equipment. Mr. Quain previously served on the Board of Directors of publicly-traded DeCrane Aircraft Holdings, Inc., publicly-traded HEICO Corporation, publicly-traded Mechanical Dynamics, Inc., publicly-traded Titan International, Inc., publicly-traded Handy & Harman Ltd., publicly-traded Allied Products Corporation and

Tecumseh Products Company is a global manufacturer of hermetically sealed compressors for residential and specialty air conditioning, household refrigerators and freezers, and commercial refrigeration applications, including air conditioning and refrigeration compressors, as well as condensing units, heat pumps and complete refrigeration systems. Press releases and other investor information can be accessed via the Investor Relations section of Tecumseh Products Company's Website at

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To: richardred who wrote (3830)11/4/2014 10:28:49 AM
From: richardred
   of 6147
RE-LNCE Earnings miss was a disappointment to me. I continue to hold. Speculative appeal still high IMO. This especially after Kellogs lost out to Yildiz in a 3.2 Billion United Biscuit bid.

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