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   Strategies & Market TrendsSpeculating in Takeover Targets


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To: richardred who wrote (3480)11/7/2014 9:52:28 AM
From: richardred
   of 7148
 
RE:AIRT blowout QTR. No takeover needed.

Air T, Inc. Reports Unaudited Second Quarter Earnings



Air T, Inc. 1 hour ago

Consolidated revenue increased $10,435,000 (43%) to $34,625,000 for the quarter ended September 30, 2014 compared to the same quarter in the prior fiscal year. Consolidated operating income increased $1,844,000 (245%) for the quarter ended September 30, 2014 compared to the same quarter in the prior fiscal year. Ground equipment sales revenue increased $10,044,000 (127%) this quarter compared to the prior year comparable quarter. Approximately $4,800,000 of the increase in revenue is attributable to the shipment of deicing units that had been delayed at June 30, 2014 as noted in the June 30, 2014 Form 10-Q. Ground equipment sales operating income increased by $2,471,000 from the prior year comparable quarter as a result of the impact of the delay in shipment into the second quarter, efficiencies in production, and increased parts and service volume as customers experience some early winter weather. At September 30, 2014, ground equipment sales backlog was $15.3 million, compared to $11.9 million at September 30, 2013. The ground support services segment reported a $541,000 (13%) increase in revenue this quarter, driven by continuing growth in locations and in services offered to new and existing customers; operating income decreased by $217,000 (70%) principally due to infrastructure changes to help position the segment for further growth. Overnight air cargo revenues reported a $150,000 (1%) decrease this quarter compared to the same quarter in the prior fiscal year, and the segment's operating income decreased by $287,000 (51%) this quarter as a result of a variety of factors including a reduction in revenue aircraft and maintenance labor costs.

Nick Swenson commented, "GGS completed an outstanding first half of the fiscal year, converting backlog into shipments and delivering strong top-line and bottom-line growth. Our inventories at mid-year are the lowest they've been in six years. Simply put, Mike Moore and his management team have been executing on their business plan. GGS is delivering high quality products on time and within budget. While the harsh winter is part of the demand story at GGS, we believe that GGS management has enhanced operations in many incremental ways, thereby strengthening the franchise."


FINANCIAL HIGHLIGHTS

(In thousands, except per share data)





Three Months Ended




Six Months Ended


9/30/2014


9/30/2013


9/30/2014


9/30/2013

Operating Revenues

$ 34,625


$ 24,190


$56,403


$45,470









Net Earnings

$ 1,818


$ 456


$1,891


$595









Net Earnings Per Share- Diluted

$0.77


$0.18


$0.80


$0.24









Average Common Shares Outstanding

2,375


2,485


2,376


2,477


Air T, through its subsidiaries, provides overnight air freight service to the express delivery industry, manufactures and sells aircraft deicers and other special purpose industrial equipment, and provides ground support equipment and facilities maintenance to airlines. Air T is one of the largest, small-aircraft air cargo operators in the United States. Air T's Mountain Air Cargo and CSA Air subsidiaries currently operate a fleet of single and twin-engine turbo-prop aircraft daily in the eastern half of the United States, Puerto Rico and the Caribbean Islands. Air T's Global Ground Support subsidiary manufactures deicing and other specialized military and industrial equipment and is one of the largest providers of deicers in the world. The Global Aviation Services subsidiary provides ground support equipment and facilities maintenance to domestic airline customers.

For a more detailed presentation and discussion of the Company's results of operations and financial condition, please read the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2014 filed today with the Securities and Exchange Commission. Copies of the Form 10-Q may be accessed on the Internet at the SEC's website, sec.gov.

Statements in this press release, which contain more than historical information, may be considered forward-looking statements (as such term is defined in the Private Securities Litigation Reform Act of 1995), which are subject to risks and uncertainties. Actual results may differ materially from those expressed in the forward-looking statements because of important potential risks and uncertainties, including but not limited to the risk that contracts with major customers will be terminated or not extended, uncertainty regarding legal actions against the Company, future economic conditions and their impact on the Company's customers, the timing and amounts of future orders under our contract with the United States Air Force, inflation rates, competition, changes in technology or government regulation, and the impact of future terrorist activities in the United States and abroad. A forward-looking statement is neither a prediction nor a guarantee of future events or circumstances, and those future events or circumstances may not occur. We are under no obligation, and we expressly disclaim any obligation, to update or alter any forward-looking statements, whether as a result of new information, future events or otherwise.

finance.yahoo.com

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To: richardred who wrote (3802)11/7/2014 12:25:31 PM
From: richardred
   of 7148
 
RE:WSJ Spanish oil giant Repsol is reportedly looking to acquire a North American oil company in an effort to take advantage of the U.S. oil boom and invest in politically stable countries.

The Wall Street Journal reported on Monday that the Madrid-based company has talked to investment banks in recent months, telling them it’s ready to spend $5 billion to $10 billion for a U.S. or Canadian exploration and production company. MCF might be a little small but a few niches add up.
foxbusiness.com

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To: richardred who wrote (3847)11/11/2014 6:52:37 PM
From: richardred
   of 7148
 
RE-TECU Large decline on heavy volume yesterday. Poor earnings last qtr. IMO best chance for improved results is new products being released. Somebody big bailed or took a tax loss strategy? I'm mainly looking for a sale of the company. Survival mode of the company is iffy currently. I continue to hold.

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To: richardred who wrote (2999)11/12/2014 12:39:55 PM
From: richardred
   of 7148
 
BB&T Acquiers Susquehanna: Will More Deals Follow?

By Johanna BennettIn the aftermath of BB&T’s ( BBT) $2.5 billion acquisition of Susquehanna Bankshares ( SUSQ) are more bank deals on the horizon?

BB&T CEO Kelly King believes so. He told CNBC this morning that he sees more consolidation ahead for the industry, citing the rising costs of new technology and the burden of complying with heightened regulations.

King isn’t alone in that thought. Sterne Agee analysts Matthew Kelley and Matthew Breese noted earlier today that “this is only the third bank deal where the seller had over $10B in assets in the last three years and could open the door for larger bank acquisitions nationally.”

The cash and stock deal, which is slated to close in the second half of 2015, will pay Susquehanna shareholders about $13.75 a share, representing a nearly 39% premium to Susquehanna’s last close.

According to Evercore ISI, this is the second-largest bank deal in more than two years. The move will grow BB&T’s footprint in the mid-Atlantic region. The bank is already one of the largest lenders in the southeastern U.S., with $187 billion in assets and 1,842 financial centers in 12 states and Washington, D.C. Susquehanna has about $18.6 billion in assets and 245 banking offices in Pennsylvania, Maryland, New Jersey and West Virginia.

BB&T’s says the deal is accretive to its earnings in the first full year, with about $250 million in integration costs resulting from the deal, as well as $160 million in annual cost savings.

In morning trading, Susquehanna shares jumped 32.4% to $13.11, while BB&T fell 2.48% to $37.38.

blogs.barrons.com

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To: richardred who wrote (3830)11/13/2014 11:37:30 AM
From: richardred
   of 7148
 
Warren Buffett getting into the battery business. He knows the company well.

I'm very familiar with it for various reasons. I remember my father owning Kraft stock when they merged with Dart Industries. Duracell was owned by Dart back then.

Message 20992419

Buffett's Berkshire Hathaway buying Duracell business from Procter & Gamble in $3B deal
finance.yahoo.com

classic snip
Patience Pays
Buffett's modus operandi is to be patient, so he did not liquidate his holding and take an immediate profit. Rather, he continued to demonstrate his confidence in Gillette's management, even as the company invested millions of dollars in research and development and acquired Duracell, another classic American brand. In 2005, the acquisition of Gillette by Proctor & Gamble (NYSE: PG) valued Berkshire Hathaway's shares at more than $5 billion and made Berkshire Hathaway the largest shareholder of the world's leading consumer product manufacturer. Since P&G fits Buffett's parameters as a company that possesses many of America's favorite brand names, he assured Wall Street that he would not only hold the shares, but would increase his position in the company.

If Buffett had invested the original $600 million in the Standard & Poor's 500 Index rather than in P&G, its value before dividends would have grown to only $2.2 billion. (To learn more about dividends

investopedia.com

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From: Glenn Petersen11/17/2014 7:14:14 AM
   of 7148
 
Halliburton to buy Baker Hughes for $34.6 billion

Mon Nov 17, 2014 7:00am EST

Reuters) - Halliburton Co ( HAL.N), the world's second-largest oilfield services provider, said it would buy smaller rival Baker Hughes Inc ( BHI.N) for about $34.6 billion in cash and stock.

Halliburton said the offer was worth $78.62 per Baker Hughes share, based on Halliburton's closing on Nov. 12.

The offer is a 31 percent premium to Baker Hughes' Friday close on the New York Stock Exchange.

(Reporting by Swetha Gopinath in Bangalore; Editing by Savio D'Souza)

reuters.com

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From: richardred11/17/2014 10:55:38 AM
   of 7148
 
Ok the Allergan/Ackman/Valeant drama is over. I guess a 66 Billion takeout is worth mentioning. Now will Valeant be happy to grow what they have organically?

dealbook.nytimes.com

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From: Glenn Petersen11/17/2014 4:36:38 PM
   of 7148
 
One Day, 2 Deals and a Changed Calculus of Deal Making

By Steven Davidoff Solomon
DealBook
New York Times
November 17, 2014 4:05 pm

It has been awhile since we’ve seen a deal day like Monday’s, with Halliburton announcing that it had reached a $34.6 billion deal to buy Baker Hughes and Allergan selling itself to Actavis for $66 billion. The deals show that the merger and acquisitions market is changing in some obvious and not so obvious ways that may change how companies are bought and sold.

The obvious change is the role of shareholders and shareholder activists, as illustrated by Allergan’s sale. The hedge fund Pershing Square Capital Management here served an invaluable role as a handmaiden to Allergan’s perhaps forced sale. The presence of a shareholder activist in a hostile deal startled the market. But like many a good idea, it was obvious in hindsight.

The shareholder activist Carl C. Icahn, for example, has made billions in taking a position in a company and orchestrating a sale. So why not just work beforehand with a bidder — in this case, Valeant Pharmaceuticals International?

For William A. Ackman’s hedge fund, the result is a $2.6 billion profit in Allergan’s sale.

This profit also highlights how shareholder pressure is greatly benefiting the activists. A handful of institutional shareholders now typically control any company, and they tend to side with the activists. The targeted company ends up on its back foot, struggling to make a counterargument. And so Allergan was heading to a Dec. 18 special shareholders meeting where it appeared to be in a losing situation, about to have several, if not all, of its directors thrown out.

Faced with this, Allergan beat the bushes and found a blockbuster bid. I must admit I had questioned the decision by Pershing Square and Valeant to seek a special meeting instead of forcing the issue back at Allergan’s meeting in May. But in retrospect, it turns out that this was a good maneuver. Normally, time is not on hostile bidder’s side. But here, Pershing Square could sit back and wait, knowing that it was giving more time for another bidder to come in. Allergan had an incentive to act because Pershing Square was not about to go away even if Valeant gave up. Pershing Square succeeded in flipping the drivers of a hostile bid.

As for Valeant, it will take away $389 million, enough to pay its advisers and pay itself $100 million or so. It’s not a great payday but still sufficient to make it feel better about its loss. And with Actavis having set the bidding price, Valeant now has the option (which it promptly declined to do in a statement) to offer a higher bid and take Allergan. In other words, the Pershing Square gambit gave Valeant more options than it normally would have had in a hostile bid, and a greater chance to succeed.

Pershing Square’s huge profits mean that this tactic will probably be repeated, though modified in future hostile bids to deal with some of the flaws that arose in this battle. You won’t see many tender offers made when a bidder pairs with a hedge fund, for instance, forestalling the insider trading claims that were brought in this deal (and remain pending). And perhaps the hostile bidder will demand more of the profits. Left unanswered is whether this type of jiujitsu is ultimately good for companies. With hedge funds playing dual roles as both major shareholder and hostile bidder, they will foster an active takeover market and reap gains for shareholders. That’s the ultimate goal, but you can’t help feeling a touch squeamish.

That leads to the less obvious lesson in Halliburton’s deal for a rival oil field services provider Baker Hughes. On Friday, this deal looked to be heading to a situation similar to Allergan’s with Valeant. Halliburton had timed its bid perfectly to allow for it to nominate directors and unseat the Baker Hughes board.

Baker Hughes resisted, noting Halliburton’s failure in negotiations to raise its offer and the lack of a termination fee, payable by Halliburton, if the deal didn’t clear an antitrust review. This is a big risk when the No. 2 and 3 competitors in an industry merge, as is the case here.

But before being forced into a full-fledged hostile situation, Baker Hughes caved. In part, this is because Halliburton did what Valeant didn’t want to do — pay full price. Not only did Halliburton pay full price, it agreed to a $3.5 billion reverse termination fee if the deal didn’t clear antitrust hurdles.

This is 10 percent of the transaction value and a rich number to compensate Baker Hughes.
Faced with a full bid and its terms met, Baker Hughes could have said no, but it would have faced that proxy contest. And so, it quickly capitulated. Halliburton cut short a prolonged fight by applying all the pressures and getting it right.

The Halliburton deal thus shows the not-so-obvious point that in the new shareholder-centric world, companies are struggling to justify a case against not just an activist but also a hostile bidder. You can like this or not, but it is a fact, and the presumption is against the targeted company.

So where does that leave us?

Hostile takeovers are recovering from a near-death experience, though they are still likely to be unusual. These two deals show that the justification needs to be there. For Halliburton, this is a consolidating industry and the economies of scale of acquiring your next biggest competitor are huge. For Actavis, the pharmaceutical industry is near the end of a frenzy of deal-making as mergers and acquisitions substitute for drug development. Chief executives will be careful to justify the need and the expense, but now may be more prone to do a deal if an activist is there (or has the potential).

The shareholders and activists who do these deals are here to stay. Expect more creative and unusual tactics and more litigation as companies push back or perhaps realize the inevitable and accede. As Pershing Square’s $2.6 billion profit shows, there is too much money at stake, and there will be more deals like this in the future, perhaps many more.

Meanwhile, companies will struggle with how and when to respond.

Steven Davidoff Solomon, a professor of law at the University of California, Berkeley, is the author of “ Gods at War: Shotgun Takeovers, Government by Deal and the Private Equity Implosion.” E-mail: dealprof@nytimes.com | Twitter: @StevenDavidoff

dealbook.nytimes.com

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To: richardred who wrote (3804)11/25/2014 12:21:36 PM
From: richardred
   of 7148
 
Towing and snowplows go together. IMO Good fit for OSK or Alamo Group, Inc. (ALG) .

Douglas Dynamics Announces Acquisition of Henderson Acquisition Will Strengthen Market Leadership Position in Snow and Ice Control Across All Truck Segments and Create New Opportunities for Growth in Attractive Adjacent Markets



Dougas Dynamics, Inc. 19 hours ago GlobeNewswire



MILWAUKEE, Nov. 24, 2014 (GLOBE NEWSWIRE) -- Douglas Dynamics, Inc. ( PLOW), North America's premier manufacturer of vehicle attachments and equipment, today announced it has entered into a definitive agreement to acquire Henderson for $95 million in cash, subject to working capital, cash and other adjustments. The transaction is also subject to customary regulatory approvals and closing conditions and is expected to close before the end of the calendar year.

Headquartered in Manchester, Iowa, Henderson is the leading North American manufacturer of customized, turnkey snow and ice control solutions for heavy-duty trucks focused on state Departments of Transportation (DOT), counties, and municipalities. Henderson's diverse product portfolio includes ice control equipment, snow plows, dump bodies, muni-bodies, and replacement parts. Henderson generated $76 million in net sales over the trailing twelve months ending September 30, 2014.

"The acquisition aligns perfectly with our core business and adds a layer of predictability and stability to our business, which is highlighted by Henderson's excellent track record of 11 consecutive years of revenue growth," said James L. Janik, Chairman, President, and Chief Executive Officer of Douglas Dynamics, Inc. "Henderson is the industry leader in the heavy-duty truck segment of the snow and ice control market and has a different customer base and sales cycle as compared to our core business. Henderson works with the municipal budgeting and planning cycle which provides a much higher degree of revenue visibility with purchase decisions that are generally pre-planned and less driven by near-term weather conditions."

Janik explained, "The addition of Henderson cements Douglas Dynamics as the North American leader in snow and ice control across all truck segments. It expands our product portfolio, broadens our geographic footprint, and adds a dynamic and productive workforce and management team. We will also leverage our Douglas Dynamics Management System, including our lean manufacturing expertise, to work with Marty Ward, President/CEO of Henderson, and his leadership team to improve business efficiency and drive margin growth in the business."

"Douglas Dynamics' track record of success, customer centric focus, and culture of integrity make them the perfect partner for our business," said Marty Ward. "Both businesses have strategic expertise in snow and ice control which can be leveraged to enhance the service and capabilities we provide to our customers and support our continued growth. We look forward to joining the Douglas Dynamics team and sharing expertise in 2015 and beyond."

Douglas Dynamics plans to fund the acquisition through a combination of cash and the amendment of its existing term loan agreement. The Company plans to seek the consent of the lenders under its existing term loan agreement to extend the maturity date of the agreement from 2018 to 2021.

Henderson includes a 170,000 square foot manufacturing facility where most of its 350+ employees are based. The Company also maintains five truck equipment upfit facilities located in New York, Iowa, Ohio, New Jersey, and Illinois, which provide turnkey assembly and delivery of heavy duty trucks to state DOTs, counties, and municipalities.

Conference Call and Webcast Information

Douglas Dynamics will host an investor conference call to discuss the transaction on Tuesday, November 25, 2014 at 9:00 a.m. Central Time. The conference call can be accessed at Douglas Dynamics' website at www.douglasdynamics.com under the Investor Relations section. If you are interested in listening to the live call, please go to the website fifteen minutes early to register and download any necessary audio software. To listen to the conference call by phone, dial 877-369-6591 in the U.S. and Canada, or 253-237-1176 Internationally. The Conference ID is #40368678. For those who are unable to listen to the live broadcast, an Internet replay will be made available shortly following the call.

About Douglas Dynamics

Home to the most trusted brands in the industry, Douglas Dynamics is North America's premier manufacturer of vehicle attachments and equipment. For more than 65 years, the company has been innovating products that not only enable people to perform their jobs more efficiently and effectively, but also enable businesses to increase profitability. Our commitment to continuous improvement enables us to consistently produce the highest quality products and drive shareholder value. The Douglas Dynamics' portfolio includes snow and ice management attachments sold under the BLIZZARD(R), FISHER(R), SNOWEX(R) and WESTERN(R) brands, turf care equipment under the TURFEX(R) brand, and industrial maintenance equipment under the SWEEPEX(R) brand. Additional information regarding Douglas Dynamics is available at www.douglasdynamics.com.

About Henderson

Henderson is the leading North American manufacturer of customized, turnkey snow and ice control equipment solutions for heavy duty trucks focused on State Departments of Transportations (DOTs), counties, and municipalities. Henderson's expansive product portfolio includes ice-control equipment, snow plows, dump bodies, muni-bodies, and replacement parts. The Company is based in Manchester, IA. Additional information regarding Henderson is available at www.Hendersonproducts.com

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To: richardred who wrote (3556)11/25/2014 1:26:52 PM
From: richardred
   of 7148
 
SIG Deal Shows Private Equity’s Desire for Big Leveraged Buyouts in Europe
By Christopher Hughes and Olaf Storbeck November 25, 2014 11:53 amNovember 25, 2014 11:53 am


Buyout firms are also circling the plastics business to be divested by Bayer, the German drug maker.Credit Ina Fassbender/Reuters


Breakingviews
Private equity’s hunt for large European targets has landed a rare catch. The leveraged buyout of Switzerland’s SIG Combibloc for 3.75 billion euros, or $4.7 billion, has demonstrated that financial sponsors can still stretch to get a sizable transaction done.

SIG is a classic private equity asset. There’s little glamor to the business, which makes packaging for the food and beverage industry and is the world’s No. 2 after Tetra Pak.

dealbook.nytimes.com

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