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   Strategies & Market TrendsSpeculating in Takeover Targets

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From: richardred3/16/2015 11:20:37 AM
1 Recommendation   of 7048
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 7048
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
   of 7048
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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From: richardred3/20/2015 7:49:18 PM
   of 7048
Andersons shares up after Bloomberg report hints Glencore interest

Fri Mar 20, 2015 6:29pm

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To: richardred who wrote (3897)3/23/2015 11:13:20 AM
From: Trader2015
   of 7048
I will be looking into this stock. Thank you.
Did anyone see the article on CALL as a takeover candidate?
Any thoughts?

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To: Trader2015 who wrote (3898)3/23/2015 12:32:46 PM
From: richardred
   of 7048
Personally the stock is trading new the 52 week low. I think the company can be broken up and the pieces sold off to bring in more value than the current price. I think ANDE is certainly not overprice at the current PE. However next year is not foretasted to be as good. I like the margins of the rail group & Plant Nutrient business. It's a stock I'm going to be keeping my eyes on. I'm familiar with the company since the Ethanol boom/bust.
Subject 55246

Agriculture, Glencore’s next move?

As the industry awaits Glencore’s next move, the focus has been on whether it’ll make another run for Rio Tinto.
Jesse Riseborough & Javier Blas (Bloomberg) | 23 March 2015 11:04

With only one acquisition in the past 11 months, Glencore Plc’s billionaire chief Ivan Glasenberg is in the midst of a deal-making drought.

As the industry awaits his next move, the focus has been on whether he’ll make another run for the world’s second-biggest miner Rio Tinto Group, which spurned an approach last year. Underpinned by a stellar $800 million increase in profits from the division last year, agriculture may offer a more tempting expansion opportunity for the company.

Glencore, one of the world’s largest traders of wheat, became a major agriculture player when it bought Canadian grain handler Viterra Inc. for C$6.1 billion ($4.8 billion) in 2012. Nonetheless, it still has no presence in the most important grain market of all: the U.S.

Although no move is imminent, businesses including Scoular Co., Andersons Inc. and Lansing Trade Group LLC may be targets, adding physical assets like grain silos and rail terminals, according to people familiar with the company’s thinking who asked not to be named for reasons of confidentiality.

“It may well make sense for the next deal to be in agriculture,” Michael Rawlinson, co-head of mining and metals investment banking at Barclays Plc, said in an interview. “That’s how it works at Glencore, bolster your contribution to profitability and you’ll be provided with greater resources for growth.”

Coal Trader

Chief Executive Officer Glasenberg, a 58-year-old accountant turned coal trader, has largely built his $5 billion fortune by growing the commodity producer and trader through more than 40 deals since becoming CEO in 2002.

Chief Financial Officer Steve Kalmin said in December that Glencore, or G, should be added to the crop industry’s ABCD, the informal acronym representing the biggest players in grain trading — Archer-Daniels-Midland Co., Bunge Ltd., Cargill Inc. and Louis Dreyfus Commodities BV.

“There are very few remaining assets in the U.S. as most of the capacity has been bought by the ABCD and Japanese traders,” said Karel Valken, global head of agri-finance at Rabobank, the largest lender to the farming industry.

Scoular is a more than century-old closely held grain trader based in Nebraska, while Andersons is a Nasdaq-listed company based in Ohio focusing on grains, ethanol and plant nutrients worth $1.1 billion. Lansing Trade is a Kansas grain merchant co-owned by Andersons, Australian bank Macquarie Group Ltd. and its employees.

“Scoular is not seeking, and has no intention to entertain, proposals that would alter this independent ownership,” CEO Charles Elsea said in an e-mail. “Opportunities for growth as an independent company offer the highest return to our shareholders, and that is the path we will continue to pursue.”

Andersons and Lansing Trade didn’t respond to requests for comment.

Andersons rose as much as 5.4 percent in New York, the biggest intraday gain since November.

Kansas City

While buying one of the larger ABCD companies would fill the U.S. gap, a deal of that scale is probably too ambitious. Other smaller, independent grain businesses in the U.S. include two Kansas-based closely held companies, Bartlett & Co. and Seaboard Corp.

“The U.S. has to be part of the portfolio of a global grain trader,” said Philippe de Laperouse, managing director of agribusiness consultant HighQuest Partners LLC and a former senior executive at Bunge. “Eventually, you need the U.S. corn, soybean and wheat.”

Other than Viterra, Glencore’s recent takeover record has been patchy, at best.

The $29 billion all-share acquisition of Xstrata Plc, the world’s biggest exporter of power station coal, has been undermined by a collapse in the price of the fuel to the lowest in more than five years. Glencore last year decided to idle some of the coal mines bought in the 2013 deal.

Rio Merger

Last year, it spent about $1.35 billion buying an oil exploration and production company Caracal Energy Inc. in Chad. Since then the price of oil has plummeted almost 60 percent.

Glencore made an approach to Rio Tinto’s chairman last year about a possible merger. After that was made public, Glencore had to forgo a fresh approach for six months. Even though that lock-up expires next month, a second run isn’t considered likely because Glencore’s share price has fallen relative to Rio, a larger company.

Chris Mahoney, a member of a British rowing crew that won silver in the 1980 Moscow Olympics, heads Glencore’s agriculture division and oversaw the takeover of Viterra. The company is now one of the world’s two leading traders of wheat, handling about 18 percent of the global seaborne trade.

The company is among the top-three agricultural exporters in Russia, the European Union, Canada and Australia — all key countries in the global food market. On top of trading and processing grains, Glencore also farms 180,000 hectares (444,790 acres) of land in Eastern Europe, equivalent to about half the size of Rhode Island.

The late Marc Rich, who in 1974 created the company that later became Glencore, started the agriculture business in 1982 after buying Dutch grain trader Granaria Group.

Wheat Production

The company reported adjusted earnings from its agricultural products business of $992 million last year, up from $192 million a year earlier. That was underpinned by a fourfold increase in its marketing division, thanks largely to record wheat harvest in Canada and Europe last year.

Glencore’s most recent deal was the purchase of a 50 percent stake in an agricultural export terminal in northern Brazil from Chicago-based Archer-Daniels-Midland.

In “agriculture, because it’s so geographical, very small and prone to seasonality, you do get these big arbitrage opportunities,” Ben Davis, a commodities analyst at Liberum Capital Ltd. in London, said by phone. “I definitely imagine they are going to increasingly go that way.”

Peter Grauer, the chairman of Bloomberg LP, the parent of Bloomberg News, is a senior independent non-executive director of Glencore.

©2015 Bloomberg News

P.S. ANDE latest QTR.

The Andersons, Inc. Reports Fourth Quarter & Full Year Results Feb 10, 2015

Record Full-Year Earnings of $3.84 per Diluted Share

Fourth Quarter Earnings of $0.89 per Diluted Share

Ethanol Group Leads Earnings Results

MAUMEE, Ohio, Feb. 10, 2015 / PRNewswire/ -- The Andersons, Inc. (Nasdaq: ANDE) today announces financial results for the fourth quarter and full year ended December 31, 2014.


  • Record full-year earnings of $3.84 per diluted share, unadjusted.
  • The Ethanol Group delivered full-year operating income of $92.3 million, far exceeding its prior best year of $50.6 million in 2013.
  • Continued growth in the fourth quarter highlighted by the acquisition of Auburn Bean & Grain.

  • "We are pleased with our results in 2014. The company's earnings this year have clearly been led by the exceptionally strong performance of our ethanol business in a very supportive market," said CEO Mike Anderson. "After excluding the one-time pre-tax gain of $17.1 million from the partial redemption of our investment in Lansing Trade Group, our full year adjusted results of $3.46 per share were the highest in the company's history. The company will begin to report adjusted earnings in the future, as we do for the first time below.

    "During the quarter we continued to grow. This is highlighted by the purchase of Auburn Bean & Grain (AB&G), which added six grain and four agronomy locations throughout central Michigan and serves as a nice geographic fit between our other Michigan assets and our Thompsons joint venture in Ontario," added Mr. Anderson. "The integration of AB&G is proceeding well, and its locations were additive to income in the fourth quarter. AB&G added grain storage capacity of about 18.1 million bushels, and 16,000 tons of dry and 3.7 million gallons of liquid nutrient capacity."

    Financial and Operating Highlights

    Net income for 2014 attributable to the company was a record $109.7 million, or $3.84 per diluted share, on revenues of $4.5 billion. Last year earnings were $89.9 million, or $3.18 per diluted share on revenues of $5.6 billion. Full-year 2014 adjusted earnings were $99.1 million, or $3.46 per diluted share, when the Lansing Trade Group gain was excluded. (See the Reconciliation to Adjusted Net Income Table for a discussion and reconciliation of income and adjusted income.)

    The company earned $25.9 million in the fourth quarter of 2014, or $0.89 per diluted share, on revenues of $1.3 billion. In the same three month period of 2013, the company reported net income of $30.7 million, or $1.08 per diluted share, on revenues of $1.6 billion.

  • Revenues were down this year within the company's agricultural businesses due to lower commodity prices. The majority of the decrease was within the Grain Group where the average price per bushel sold decreased by 28 percent, which more than offset the slight increase in bushels sold.
  • The harvest was protracted in a number of states in which the company does business, primarily due to weather conditions.
  • The ethanol plants benefitted from operational improvements made the past three years, with records being achieved for ethanol production, ethanol yields, and corn oil yields.
  • The Ethanol Group realized solid margins in 2014, however, fourth quarter margins were lower than the same period of the prior year.
  • The Andersons received $89.5 million in net cash distributions from its non-consolidated ethanol investments in 2014.
  • The distillers dried grain market, which was negatively impacted by a decline in the Chinese import market in the third quarter, rebounded late in the fourth quarter and it is again selling at levels significantly above 100 percent of corn value.
  • Fourth quarter volume for the Plant Nutrient Group was down approximately 19 percent due to a late harvest and poor weather conditions.
  • The Rail Group's income was down in 2014 due primarily to gains on railcar sales declining by $3.6 million, one-time gains in 2013 of $4.3 million from legal settlements, and an increase in freight and maintenance expense to move idle railcars into service, the benefits of which will be seen in future periods.
  • The Rail Group's utilization rate has increased for eight consecutive quarters and ended the year at 91.0 percent.
  • 2015 Outlook

    There are solid fundamentals supporting the company's core businesses going into 2015, although results will likely be below 2014 records, in part because the $17.1 million dollar pre-tax gain on the partial sale of Lansing Trade Group will not be repeated.

  • Corn acres to be planted in 2015 are estimated to be 88 to 89 million acres, which is down 2 to 3 percent from 2014. Bean acres to be planted are estimated to be roughly 85 million acres, which is very similar to or slightly higher than 2014. Assuming trend yields, this should create a good base for the company's grain business in 2015. Further, continued strong performance from the Grain Group's equity investments is anticipated.
  • Early 2015 ethanol margins are well below 2014 margins, and are expected to average lower for the full year. Factors impacting current margins include lower crude price, greater ethanol production and marginally rising ethanol stocks. On a positive note, higher gasoline demand, improved demand and prices for distillers dried grains in relation to corn price, an ample corn supply, and the potential for improved export demand as the year progresses could contribute to improved ethanol margins later in the year.
  • The anticipated acres to be planted creates a good environment for the Plant Nutrient Group to participate in as well. Additionally, if there is normal spring weather some of the volume lost in the fourth quarter of 2014 is expected to be regained in the first half of 2015.
  • The Rail Group is expected to have improved financial results as it will benefit from increased lease and utilization rates.
  • Conference Call

    The company will host a webcast on Wednesday, February 11, 2015 at 11:00 A.M. ET, to discuss its performance. To dial-in to the call, the number is 866-825-3209 (participant passcode is 28990476). It is recommended that you call 10 minutes before the conference call begins.

    To access the webcast: Click on the link: Log on. Click on the phone icon at the bottom of the "webcast window" on the left side of the screen. Then, you will be provided with the conference call number and passcode. Click the gear set icon (left of the telephone icon) and select 'Live Phone' to synchronize the presentation with the audio on your phone. A replay of the call can also be accessed under the heading "Investor" on the company website at

    Forward Looking Statements

    This release contains forward-looking statements. These statements involve risks and uncertainties that could cause actual results to differ materially. Without limitation, these risks include economic, weather and regulatory conditions, competition, and the risk factors set forth from time to time in the company's filings with the Securities and Exchange Commission. Although the company believes that the assumptions upon which the financial information and its forward-looking statements are based are reasonable, it can give no assurance that these assumptions will prove to be correct.

    Company Description

    The Andersons, Inc. is a diversified company rooted in agriculture. Founded in Maumee, Ohio, in 1947, the company conducts business across North America in the grain, ethanol, and plant nutrient sectors, railcar leasing, turf and cob products, and consumer retailing. The Andersons, Inc. is located on the Internet at

    The Andersons, Inc.

    Condensed Consolidated Statements of Income


    Three months ended December 31,

    Twelve months ended December 31

    (in thousands, except per share data)





    Sales and merchandising revenues

    $ 1,271,768

    $ 1,584,266

    $ 4,540,071

    $ 5,604,574

    Cost of sales and merchandising revenues





    Gross profit





    Operating, administrative and general expenses





    Interest expense





    Other income:

    Equity in earnings of affiliates





    Other income, net





    Income before income taxes





    Income tax provision





    Net income





    Net income attributable to the noncontrolling interests





    Net income attributable to The Andersons, Inc.

    $ 25,892

    $ 30,661

    $ 109,726

    $ 89,939

    Per common share:

    Basic earnings attributable to The Andersons, Inc. common shareholders

    $ 0.89

    $ 1.09

    $ 3.85

    $ 3.20

    Diluted earnings attributable to The Andersons, Inc. common shareholders

    $ 0.89

    $ 1.08

    $ 3.84

    $ 3.18

    Dividends paid

    $ 0.1400

    $ 0.1100

    $ 0.4700

    $ 0.4300

    The Andersons, Inc.

    Reconciliation to Adjusted Net Income


    Three months ended December 31,

    Twelve months ended December 31,

    (in thousands, except per share data)





    Net income attributable to The Andersons, Inc.

    $ 25,892

    $ 30,661

    $ 109,726

    $ 89,939

    Items impacting other income, net:

    Partial redemption of investment in Lansing Trade Group





    Total adjusting items





    Adjusted net income attributable to The Andersons, Inc.

    $ 25,892

    $ 30,661

    $ 99,070

    $ 89,939

    Diluted earnings attributable to The Andersons, Inc. common shareholders

    $ 0.89

    $ 1.08

    $ 3.84

    $ 3.18

    Impact on diluted earnings per share





    Adjusted diluted earnings per share

    $ 0.89

    $ 1.08

    $ 3.46

    $ 3.18

    The Andersons, Inc.
    Condensed Consolidated Balance Sheets

    (in thousands)

    December 31, 2014

    December 31, 2013


    Current assets:

    Cash and cash equivalents

    $ 114,704

    $ 309,085

    Restricted cash



    Accounts receivable, net






    Commodity derivative assets – current



    Deferred income taxes



    Other current assets



    Total current assets



    Other assets:

    Commodity derivative assets – noncurrent



    Other assets, net



    Pension asset



    Equity method investments





    Rail Group assets leased to others, net



    Property, plant and equipment, net



    Total assets

    $ 2,370,348

    $ 2,273,556

    Liabilities and equity

    Current liabilities:

    Short-term debt

    $ 2,166

    $ -

    Accounts payable for grain



    Other accounts payable



    Customer prepayments and deferred revenue



    Commodity derivative liabilities – current



    Accrued expenses and other current liabilities



    Current maturities of long-term debt



    Total current liabilities



    Other long-term liabilities



    Commodity derivative liabilities – noncurrent



    Employee benefit plan obligations



    Long-term debt, less current maturities



    Deferred income taxes



    Total liabilities



    Total equity



    Total liabilities and equity

    $ 2,370,348

    $ 2,273,556

    View News Release Full Screen
    The Andersons, Inc.

    Segment Data


    (in thousands)



    Plant Nutrient


    Turf & Specialty




    Three months ended December 31, 2014

    Revenues from external customers

    $ 867,521

    $ 171,326

    $ 137,790

    $ 31,221

    $ 24,940

    $ 38,970

    $ —

    $ 1,271,768

    Gross profit








    Equity in earnings of affiliates




    Other income, net









    Income (loss) before income taxes









    Income (loss) attributable to the noncontrolling interests




    Operating income (loss) (a)

    $ 24,026

    $ 17,276

    $ 381

    $ 5,556

    $ 181

    $ 1,046

    $ (10,910)

    $ 37,556

    Three months ended December 31, 2013

    Revenues from external customers

    $ 1,124,265

    $ 197,032

    $ 170,732

    $ 32,306

    $ 22,557

    $ 37,374

    $ —

    $ 1,584,266

    Gross profit








    Equity in earnings of affiliates




    Other income (expense), net









    Income (loss) before income taxes









    Income (loss) attributable to the noncontrolling interest




    Operating income (loss) (a)

    $ 22,130

    $ 26,616

    $ 6,240

    $ 6,171

    $ (1,369)

    $ (3,861)

    $ (8,362)

    $ 47,565



    Plant Nutrient


    Turf & Specialty




    Twelve months ended December 31, 2014

    Revenues from external customers

    $ 2,682,038

    $ 765,939

    $ 668,124

    $ 148,954

    $ 134,209

    $ 140,807

    $ —

    $ 4,540,071

    Gross profit








    Equity in earnings of affiliates




    Other income, net









    Income (loss) before income taxes









    Income (loss) attributable to the noncontrolling interests




    Operating income (loss) (a)

    $ 58,136

    $ 92,257

    $ 23,845

    $ 31,445

    $ 669

    $ (620)

    $ (34,505)

    $ 171,227

    Twelve months ended December 31, 2013

    Revenues from external customers

    $ 3,617,943

    $ 831,965

    $ 708,654

    $ 164,794

    $ 140,512

    $ 140,706

    $ —

    $ 5,604,574

    Gross profit








    Equity in earnings of affiliates




    Other income, net









    Income (loss) before income taxes









    Income (loss) attributable to the noncontrolling interest




    Operating income (loss) (a)

    $ 46,805

    $ 50,600

    $ 27,275

    $ 42,785

    $ 4,744

    $ (7,534)

    $ (20,925)

    $ 143,750

    (a) Operating income (loss) for each Group is defined as net sales and merchandising revenues plus identifiable other income less all identifiable operating expenses, including interest expense for carrying working capital and long-term assets and is reported net of the noncontrolling interest share of income (loss).

    Logo -

    To view the original version on PR Newswire, visit:

    SOURCE The Andersons, Inc.

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    To: richardred who wrote (3871)3/23/2015 1:00:14 PM
    From: richardred
       of 7048
    RE-OMG Looks like a peace plan in place.

    OM Group And FrontFour Capital Reach Agreement On Composition Of Nominee Slate; Company To Continue Focus On Operational Improvements
    Company adds two new independent directors to slate and agrees to appoint additional independent Board member following 2015 Annual Meeting
    PR Newswire
    OM Group, Inc. 4 hours ago

    CLEVELAND, March 23, 2015 /PRNewswire/ -- OM Group, Inc. (OMG) today announced it has reached an agreement with shareholder FrontFour Capital (FrontFour) regarding the composition of its Board of Directors.

    Under the terms of the agreement, OM Group will nominate two new independent directors to the 2015 slate of nominees. David A. Lorber, Co-Founder of FrontFour Capital Group LLC, and Joseph M. Gingo, Chairman of A. Schulman Inc., will join current director Carl R. Christenson on the Company's slate of nominees. The nominations will be included in the Company's 2015 proxy statement and submitted for stockholder approval at the Company's 2015 Annual Meeting, which has not yet been scheduled. Further details regarding the 2015 Annual Meeting will be included in the Company's definitive proxy materials, which will be filed with the SEC.

    In addition, promptly following the 2015 Annual Meeting, OM Group has agreed to expand the Board by one seat, to nine members, and name Allen A. Spizzo, a business and management consultant focused on the chemicals, materials, biotechnology and pharmaceutical industries, a director of the Company with a term ending at the Company's 2016 Annual Meeting.

    FrontFour has agreed to vote all of its shares in favor of each of the Company's nominees at the 2015 Annual Meeting. Under the terms of the agreement, FrontFour has also agreed to customary standstill provisions.

    Joe Scaminace, Chairman and Chief Executive Officer of OM Group, said, "We have had constructive conversations with FrontFour over the past several months about our strategy and Board composition, and are pleased to have reached an agreement resulting in strong candidates as director nominees. These individuals will further strengthen our Board with their experience and perspective and will contribute to our ongoing efforts to strengthen OM Group and create sustainable, long-term value for all shareholders."

    David Lorber, Co-Founder of FrontFour, commented, "Allen and I see a significant opportunity to create sustainable value for all shareholders. We look forward to working with our fellow directors and management to continue to find ways to drive operational efficiencies and improve working capital management, capital allocation, and the Company's overall business performance."
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    About OM Group
    OM Group is a technology-driven diversified industrial company serving attractive global markets, including automotive systems, electronic devices, aerospace and defense, industrial and medical. Its business platforms use innovation and technology to address customers' complex applications and demanding requirements. For more information, visit the Company's website at

    Forward-Looking Statements
    The foregoing discussion may include forward-looking statements for purposes of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are based upon specific assumptions and are subject to uncertainties and factors relating to the company's operations and business environment, all of which are difficult to predict and many of which are beyond the control of the company. These uncertainties and factors could cause actual results of the company to differ materially from those expressed or implied in the forward-looking statements contained in the foregoing discussion. Such uncertainties and factors include: uncertainty in worldwide economic conditions; technological changes in our industry or in our customers' products; uncertainty with respect to U.S. Government spending levels or priorities; our ability to identify, complete and integrate acquisitions aligned with our strategy; failure to retain and recruit key personnel; the majority of our operations are outside the United States, which subjects us to risks that may adversely affect our operating results; fluctuations in foreign exchange rates; fluctuations in the price and uncertainties in the supply of rare earth materials and other raw materials; costs incurred in connection with competitive repositioning and cost optimization opportunities and our ability to realize anticipated savings; level of returns on pension plan assets and changes in the actuarial assumptions; insurance that we maintain may not fully cover all potential exposures; changes in effective tax rates or adverse outcomes resulting from tax examinations; unanticipated costs of environmental regulation, including changes that could affect sales of our products; failure to maintain sufficient cash in the U.S.; failure to protect or enforce our intellectual property rights; disruptions in relationships with key customers or any material adverse change in their business; possible future indebtedness that may impair our ability to operate our business successfully; extended business interruption at our facilities; the timing and amount of common share repurchases, if any; and the risk factors set forth in Part 1, Item 1a of our Annual Report on Form 10-K for the year ended December 31, 2014.

    Important Additional Information
    OM Group, its directors and certain of its executive officers will be deemed to be participants in the solicitation of proxies from OM Group shareholders in connection with the matters to be considered at OM Group's 2015 Annual Meeting. OM Group intends to file a proxy statement with the SEC in connection with any such solicitation of proxies from OM Group shareholders. OM GROUP SHAREHOLDERS ARE STRONGLY ENCOURAGED TO READ ANY SUCH PROXY STATEMENT AND ACCOMPANYING WHITE PROXY CARD WHEN THEY BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT INFORMATION. Information regarding the ownership of OM Group's directors and executive officers in OM Group shares, restricted shares and options is included in their SEC filings on Forms 3, 4 and 5. More detailed information regarding the identity of potential participants, and their direct or indirect interests, by security holdings or otherwise, will be set forth in the proxy statement and other materials to be filed with the SEC in connection with OM Group's 2015 Annual Meeting. Information can also be found in OM Group's Annual Report on Form 10-K for the year ended Dec. 31, 2014, filed with the SEC on March 2, 2015. Shareholders will be able to obtain any proxy statement, any amendments or supplements to the proxy statement and other documents filed by OM Group with the SEC for no charge at the SEC's website at Copies will also be available at no charge at OM Group's website at or by contacting Rob Pierce, Vice President of Finance at (216) 263-7489.

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    To: richardred who wrote (3854)3/25/2015 7:30:08 AM
    From: richardred
       of 7048
    An Iconic company gets swallowed. Looks like WB likes ketchup on his Mac & Cheese. IMO should up the speculative fever of thread tracking snack stock LNCE.
    Message 29839778

    Kraft, Heinz deal to form North America's No.3 food company

    7:12am EDT
    (Reuters) - Kraft Foods Group Inc (KRFT.O: Quote, Profile, Research, Stock Buzz), the maker of Velveeta cheese and Oscar Mayer meats, will merge with ketchup maker H.J. Heinz Co, owned by 3G Capital and Berkshire Hathaway Inc (BRKa.N: Quote, Profile, Research, Stock Buzz), to form North America's third-largest food and beverage company.

    Kraft's shares jumped about 26 percent in premarket trading after the announcement of the deal, which will bring Heinz back to the public market following its takeover two years ago.

    The combined company, to be led by Heinz Chief Executive Bernardo Hees, will have revenue of about $28 billion, the companies said in a statement on Wednesday.

    Kraft has been battling sluggish demand for packaged food products in the United States.

    The combined company is expected to save about $1.5 billion annually by the end of 2017, the companies said.

    Kraft shareholders will own a 49 percent stake in the combined company and Heinz shareholders 51 percent.

    Kraft shareholders will get one share in the combined company, to be called the Kraft Heinz Co, and a special cash dividend of $16.50 for every share held.

    As of Tuesday's close, Kraft had a market value of about $36 billion, based on shares outstanding as of March 2.

    Brazilian private equity firm 3G Capital and Warren Buffett's Berkshire Hathaway acquired Heinz for $23.2 billion in 2013.

    Kraft is 3G Capital's fifth major deal in the food and beverage industry since 2008, when it engineered a takeover of Anheuser-Busch by brewer InBev (ABI.BR: Quote, Profile, Research, Stock Buzz).

    3G Capital also owns 51 percent of Restaurant Brands International Inc (QSR.TO: Quote, Profile, Research, Stock Buzz), formed when its Burger King business bought Canadian coffee chain Tim Hortons Inc last year.

    Berkshire and 3G Capital will fund the special cash dividend, which totals about $10 billion.

    The combined company will have eight brands worth more than $1 billion each and five worth $500 million-$1 billion each, the companies said.

    Alex Behring, Heinz's chairman and 3G Capital managing partner, will become chairman of the combined company and Kraft Chief Executive John Cahill will be vice chairman.

    The deal is expected to close in the second half of 2015.

    The Wall Street Journal reported on Tuesday that the companies were in talks.

    Lazard was Heinz's financial adviser, while Cravath, Swaine & Moore and Kirkland and Ellis were its legal advisers.

    Centerview Partners LLC was Kraft's financial adviser and Sullivan & Cromwell its legal adviser.

    Kraft's shares were trading at $77 before the bell.

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    From: The Ox3/30/2015 7:30:42 AM
       of 7048
    UnitedHealth Group Inc. plans to acquire Catamaran Corp. for about $12.8 billion in cash, bulking up its pharmacy-benefit business as spending on cutting-edge drugs is a growing concern for employers and insurers.

    Catamaran, the fourth-largest pharmacy-benefit manager in the U.S. by volume of prescriptions processed, will be merged into UnitedHealth Group's OptumRx unit, the industry's third-largest player and part of the Optum health-services arm of the health-care giant.

    UnitedHealth will pay $61.50 per share of Catamaran, a 27% premium over Friday's closing price of $48.32. The companies said they expect the deal to close in the fourth quarter.

    Pharmacy-benefit managers typically work for employers and health plans, managing the pharmacy benefits and seeking to negotiate favorable prices with pharmaceutical companies and drugstores. The two companies are betting that their combined size will generate increased negotiating heft and economies of scale, as they compete with Express Scripts Holding Co., the biggest in the industry, and CVS Health Corp., the No. 2.

    "You have to have scale," said Mark Thierer, the chief executive of Catamaran who will be chief executive of the new combined PBM. "This makes the business more competitive overall." The companies said that OptumRx already has been using a technology platform from Catamaran, easing the operational transition.

    Catamaran had $21.58 billion in revenue last year, while OptumRx had $31.98 billion. OptumRx expanded sharply when it took over pharmacy benefits for UnitedHealth's insurance unit, UnitedHealthcare, in 2013. Both companies have been growing recently, though Catamaran in February announced the loss of two health-plan clients, putting pressure on its shares despite fourth-quarter earnings that beat analysts' expectations.

    UnitedHealth said the deal would be accretive to its net earnings by about 30 cents a share in 2016. The company also said it affirmed its $6- to $6.25-a-share earnings outlook for 2015.

    The deal will be the latest consolidation in the pharmacy-benefit sector. Catamaran was known as SXC Health Solutions Corp. until 2012, when it took its current name as it completed a merger with Catalyst Health Solutions Inc. Express Scripts acquired former rival Medco Health Solutions Inc. in 2012.

    The industry is focused on reining in costs associated with specialty medicines like new treatments for hepatitis C. Prescription-drug spending rose more than 12% last year in the U.S., the biggest annual increase in more than a decade, according to a report by Express Scripts. The increase was driven partly by the hepatitis C drugs, as well as price increases for some diabetes and cancer medications. The boost came after years when growth was muted by the introduction of generic versions of popular drugs.

    Insurers and employers are bracing for the prices tied to expected new treatments for cancer and other conditions such as elevated cholesterol. Pharmacy-benefit managers are eager to show they have tools to counter those costs on behalf of clients.

    If the OptumRx deal with Catamaran is consummated, each of the big-three PBM players would offer a different setup. Express Scripts has the largest volume in the industry. CVS has its own network of pharmacies.

    The new OptumRx would pitch the benefits of analysis and data, including the broad array of health information that Optum's other businesses glean and crunch. "These capabilities can all be combined with the pharmacy side," said Larry C. Renfro, the chief executive of Optum and vice chairman of UnitedHealth Group.

    The companies said they hoped to improve patients' adherence to their drug regimens, and executives pointed to deals like one recently reached by Catamaran, which tied payment for hepatitis C drugs to patients' results.

    Executives from Catamaran and UnitedHealth said their customer groups should mesh well. But Catamaran currently has clients that are rivals of UnitedHealthcare. For instance, in 2013 Catamaran struck a 10-year deal to help handle pharmacy-related matters for Cigna Corp. Mr. Thierer said he expected that Catamaran's health-plan customers would "see the benefit they will get from this relationship on all different levels."

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    From: Sr K4/2/2015 12:36:24 PM
    1 Recommendation   of 7048
    LNCE hit an all-time high.

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