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   Strategies & Market TrendsSpeculating in Takeover Targets

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To: The Ox who wrote (3886)2/20/2015 11:12:00 AM
From: The Ox
   of 7075
FTC Sues To Block Sysco-US Foods Merger

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From: Glenn Petersen2/26/2015 3:51:45 AM
1 Recommendation   of 7075
HP in Talks to Buy Aruba Networks for Wi-Fi Infrastructure

by Alex Sherman Ed Hammond
2:02 PM CST
February 25, 2015

(Bloomberg) -- Hewlett-Packard Co. is in talks to acquire Aruba Networks Inc., a maker of wireless-network infrastructure used by hotels, universities and shopping malls, people with knowledge of the matter said.

The purchase may be announced as soon as next week, said one of the people, asking not to be identified discussing private information. The deal hasn’t been completed and the talks could still fall through.

Aruba rose 21 percent to $22.24 in New York trading Wednesday, giving the company a market value of about $2.4 billion.

This would be the largest acquisition in several years for Hewlett-Packard, where Chief Executive Officer Meg Whitman has been focused on cutting costs and returning the business to growth. Hewlett-Packard is planning to split itself in two later this year, with Whitman remaining in charge of the business focused on corporate customers.

Hewlett-Packard is “now in a position where we can actually make acquisitions, which we couldn’t when we started,” Whitman said in an interview on Tuesday, after the company released its quarterly earnings.

Howard Clabo, a Hewlett-Packard spokesman, declined to comment, as did Pavel Radda, a spokesman for Aruba.

Aruba makes hardware and software used to build Wi-Fi networks for customers including China’s Dalian Wanda Group Co., which uses the technology in shopping malls. Other customers include California State University at Los Angeles and the Edzan Hotels & Suites in Qatar.

The company’s annual sales are projected to grow to more than $1 billion by fiscal 2017, the average of eight analysts’ estimates compiled by Bloomberg show, from $729 million in the year through July.

Small Addition

Hewlett-Packard’s entire networking group contributed $562 million in sales for the company’s first quarter, down 11 percent from the year-earlier period. The division has faced challenges in the U.S. due to changes in the types of networking technology being bought, and in China due to management changes at its H3C networking unit. HP is in the process of selling its majority stake in H3C, people familiar with the situation have said.

Aruba would be a small addition to Hewlett-Packard’s overall business. The Palo Alto, California-based company reported sales for the first quarter of $26.8 billion. After its forecast for full-year profits fell short of analysts’ estimates, Hewlett-Packard’s shares fell 9.9 percent Wednesday, to $34.67. At that price it has a market value of about $63 billion.

Hewlett-Packard has a checkered past when it comes to deals. In the decade before Whitman took over, the company struck almost $66 billion of acquisitions, including of the U.K.’s Autonomy Corp. for $10.3 billion in 2011. Just one year after that deal closed, Hewlett-Packard said it would write down about 85 percent of the purchase price after discovering accounting improprieties that inflated Autonomy’s finances.

To contact the reporters on this story: Alex Sherman in New York at; Ed Hammond in New York at

To contact the editors responsible for this story: Mohammed Hadi at Elizabeth Wollman

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From: Glenn Petersen3/2/2015 2:57:17 AM
   of 7075
Chip Makers Will Merge in Deal Worth $11.8 Billion

New York Times
MARCH 1, 2015

NXP Semiconductors said on Sunday that it would buy a smaller peer, Freescale Semiconductor, in an $11.8 billion deal that would create a big maker of chips for industries as varied as automobiles and mobile payments.

The merger will also offer some relief to the private equity firms that bought Freescale at the height of the leveraged buyout boom, only to see the financial crisis bring the company low.

A combination would help the two chip manufacturers in their dealings with customers like car companies and phone makers that are looking to consolidate their lists of suppliers.

In fall 2013, Applied Materials, an American manufacturer of chip-making equipment, acquired Japanese rival Tokyo Electron for more than $9 billion. Other semiconductor companies, like Qualcomm and Infineon Technologies, have also struck deals, in part to gain greater negotiating leverage.

Both NXP and Freescale have also benefited from a recent boom, as companies of all stripes look to add networking capabilities to their products. NXP in particular has had a surge in demand for so-called near-field communications technology that lets phones — notably the iPhone 6 — interact wirelessly with equipment like payment terminals.

Together, NXP, which has its headquarters in the Netherlands, and Freescale, which is based in Austin, Tex., reported $10.6 billion in sales last year.

“The combination of NXP and Freescale creates an industry powerhouse focused on the high-growth opportunities in the smarter world,” Richard L. Clemmer, NXP’s chief executive, said in a statement. “We fully expect to continue to significantly outgrow the overall market, drive world-class profitability and generate even more cash, which taken together will maximize value for both Freescale and NXP shareholders.”

Under the deal’s terms, NXP will pay $6.25 a share in cash and 0.3521 of one of its shares for each Freescale share held. That values Freescale at roughly its existing market capitalization, although shares of Freescale rose last month after The New York Post reported that the company was exploring a sale.

The discussions between the two companies that eventually led to the current deal began a little over six months ago, according to people briefed on the matter, though potential strategic acquirers of Freescale had made inquiries about a deal several times over the past four years.

Both NXP and Freescale were previously parts of bigger corporations that eventually became targets of private equity firms. NXP was formerly a division of the Dutch electronics giant Philips until it was acquired in 2006 by a group led by Kohlberg Kravis Roberts and Bain Capital for about $10 billion.

Freescale had been a part of Motorola until being purchased in 2006 by the Blackstone Group, the Carlyle Group, TPG Capital and Permira for $17.6 billion, including the assumption of debt.

Both companies soon began to struggle under new ownership, burdened by new and huge debt obligations and falling demand during the financial crisis. Freescale in particular suffered from an economic downturn and the loss of its biggest customer, its former parent.

During its darkest days, Freescale’s earnings before interest, taxes, depreciation and amortization, or Ebitda, plummeted around 80 percent. And its ratio of debt to Ebitda swelled to 13 times.

Faced with potentially needing to put the chip maker into bankruptcy, the company’s private equity owners slashed costs, shook up management and revamped its product portfolio, according to people with direct knowledge of the matter.

The fortunes of the two companies have improved since going public. Since an initial public offering in the summer of 2010, NXP’s shares have leaped 506 percent, closing on Friday at $84.90. Freescale’s stock has doubled since returning to the public markets in June 2011, closing at $36.11.

But with $1 billion in new debt to finance the deal, the combined company will be maintaining a heavy debt load of some $9.5 billion.

At the initial deal price, Freescale’s private equity backers will roughly recoup their initial investment. But the private equity firms are betting that cost savings of about $500 million from merging the two manufacturers will propel the stock price of the combined company.

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To: richardred who wrote (3860)3/5/2015 10:30:34 AM
From: richardred
   of 7075
MLR- Very happy with earnings yesterday. A new 52 week high,and a divided increase along with very good prospects moving forward. It's about the only thing I'm considering

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To: richardred who wrote (3890)3/11/2015 6:36:58 PM
From: richardred
   of 7075
Added to MLR and a new buy of CTG the other day.

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To: richardred who wrote (3479)3/12/2015 9:59:27 AM
From: richardred
   of 7075
Missed the TO of ISSI. That's the way the cookie crumbles sometimes
ISSI Enters Into A Definitive Merger Agreement To Be Acquired By Consortium For $19.25 Per Share

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To: richardred who wrote (3833)3/12/2015 10:28:50 AM
From: richardred
   of 7075
Added to MNTX in quantity today.

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From: richardred3/16/2015 11:20:37 AM
1 Recommendation   of 7075
Big pharma deals continue this year. Pharmacyclics & Hospira went earlier for multi billions.

Valeant ups Salix bid to $11.11B and Endo ends quest Valeant up Salix bid to $11.11 billion and Endo folds its cards

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To: richardred who wrote (3805)3/16/2015 11:34:51 AM
From: richardred
   of 7075
Gloria Jean's $164m takeover cleared

The $164 million takeover of coffee chain Gloria Jean's by the company behind Donut King and Michel's Patisserie has been approved by shareholders.

Retail Food Group announced its purchase of the global business in October and has since finalised the agreement, and shareholders on Monday approved the financial arrangements involved in the deal.

They also approved the arrangements of its $30 million-plus takeover of coffee roaster Di Bella, which will further grow Retail Food Group's expansion into the coffee industry.

The group's other businesses include Brumby's Bakery and pizza chains Crust and Pizza Capers.

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From: Glenn Petersen3/20/2015 5:45:13 PM
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Holcim wins better terms to get Lafarge tie-up back on track

By Gilles Guillaume and Oliver Hirt
Fri Mar 20, 2015 4:05pm EDT

PARIS/ZURICH (Reuters) - Switzerland's Holcim ( HOLN.VX) and France's Lafarge ( LAFP.PA) have agreed new terms for their plan to create the world's top cement business, giving unhappy shareholders in the Swiss company a better deal but leaving a key leadership question unanswered.

While the merger is back on track after a rocky few weeks, the deal could still founder over who will run the combined entity with annual sales of more than 30 billion euros ($32 billion).

After days of intense negotiations, the two companies agreed Lafarge shareholders would now receive nine Holcim shares for every 10 Lafarge shares they hold rather than the one-for-one ratio agreed when the deal was unveiled in April last year.

The companies also agreed that Lafarge boss Bruno Lafont would no longer become chief executive, instead taking on the role of non-executive co-chairman, alongside Holcim's chairman, though they have yet to decide who will take the CEO role.

The lack of a decision on a replacement CEO leaves questions over what tensions remain between the two sides. Lafont's removal from the role, along with the realigned share exchange, also make the deal look less like the merger of equals it was presented as almost a year ago.

"This is not enough to secure the deal, and it's not the end of the story," Bernstein analysts said in a research note.

Since the merger was announced last April, Holcim investors had watched the companies' relative business performances diverge. A stronger Swiss franc also became a factor, along with questions over Lafont's style and record.

The new share-swap ratio means Holcim shareholders would own 55.6 percent of the new group, up from 53 percent previously, and the deal is now expected to close in July rather than June.

Holcim shares closed 0.5 percent higher at 76.15 Swiss francs on Friday and Lafarge stock ended 2.12 percent higher at 63.62 euros.


Lafont's proposed role had become a major sticking point for Holcim, which threatened to abandon the deal on Sunday if the terms were not revisited. The Swiss side questioned his ability to deliver the 1.4 billion euros in promised cost savings and disliked his brash management style, sources have said.

"My attitude since Sunday has been to show that men should not prevent this merger from going through and on the contrary should do everything to make it possible," Lafont told reporters on a conference call.

Under the revised deal, Lafont will be co-chairman along with Holcim Chairman Wolfgang Reitzle. Lafont is due to propose a new chief executive in the coming weeks. A source close to the situation said the plan was for a new candidate to be named before Holcim's annual shareholder meeting on May 7.

In another change to the plan, the CEO will not be a member of the board, Lafont told Le Figaro newspaper in an interview late on Friday. A Lafarge spokeswoman confirmed the change.


The companies also said that certain key shareholders on both sides had confirmed their support for the revised merger terms.

Thomas Schmidheiny, a former Holcim chairman who has a 20.1 percent stake and is heir to the company's founder, welcomed the new agreement.

"This breakthrough was only made possible because all people involved attached more importance to the interests of the new corporation than to their own ambitions," he said in a statement.

The position of Russian businessman Filaret Galchev, who owns 10.8 percent of Holcim via Eurocement Holding AG, could be key. He declined to comment on Friday.

Nassef Sawiris, who owns 16 percent of Lafarge, told Reuters on Thursday that he backed the deal and was not worried about Holcim shareholders not voting for it.

Minority shareholders in Lafarge, which analysts say have the most to lose if the deal fails, were relieved to see it back on track. One top-20 investor suggested a neutral CEO might work.

"We've been invested in this industry for a decade, so if we get called and asked for our ideas, we will give them. There is the French-Swiss thing ... perhaps one or two egos," he said.

"If you saw an American in there, that might be interesting, maybe they could cut through the cultural differences."

The new company will also pay a scrip dividend of 1 new LafargeHolcim share for each 20 existing shares after completion. Analysts said the aim of this could be as a lock-in bonus for existing shareholders.

Bank advisers to Lafarge are Rothschild and Zaoui & Co. Holcim is advised by Goldman Sachs and Perella Weinberg.

($1 = 0.9369 euros)

(Additional reporting by Leila Abboud, Maria Sheahan, Leigh Thomas, Katharina Bart, Olga Sichkar and Maria Kiselyova; Writing by Andrew Callus; Editing by David Holmes, David Clarke and David Goodman)

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