Dell committee seeks information on Icahn offer

ROUND ROCK, Texas — Mon May 13, 2013 8:22am EDT
(Reuters) – The special committee of Dell Inc.’s board on Monday asked Carl Icahn for details of his plans for the computer maker, including how he would finance his offer and who would run the company.
Last week Icahn and Southeastern Asset Management Inc. offered $21 billion in cash for Dell, challenging founder Michael Dell’s $24.4 billion bid to take the company private.
Michael Dell and private equity firm Silver Lake want to take the company private for $13.65 per share, but stockholders, including Southeastern and T. Rowe Price, have complained that the offer severely undervalues the company.
Instead, Icahn and Southeastern, two of Dell’s biggest investors, proposed to give stockholders $12 of cash for every share they own, as well as allow them to keep their stock.
But in a letter to Icahn, the committee said it was not clear if he intended to make “an actual acquisition proposal that the Board could evaluate” or if he intended his offer as an alternative in the event the pending sale to Silver Lake and Michael Dell is not approved.
The committee also asked for information on the terms of the debt financing required for Icahn’s proposal and “contingencies available if cash on hand or stockholder rollovers are less than anticipated,” as well as financing commitment letters.

Icahn offers to buy Oshkosh Corp for $32.50 a share

OSHKOSH, Wisc., Thu Oct 11, 2012 – Activist investor Carl Icahn on Thursday offered to buy all outstanding shares of U.S. truckmaker Oshkosh Corp. for $32.50, a 21 percent premium to their Wednesday closing price.

Icahn, who is already Oshkosh’s largest shareholder with a 9.45 percent stake, said that he plans to nominate a slate of directors for election at the company’s next annual meeting and that his offer would be subject to the election of those directors.

“Mismanagement of this company has resulted in a lost decade of shareholder value,” Icahn said in a statement. “Oshkosh needs proactive shareholders to bring a proactive management team together to weather a volatile economy.”

Oshkosh did not immediately respond to a call seeking comment. Shares of the company surged 13 percent to $30.27 on the news.

Icahn said in a statement that a tender offer would expire in 45 days, but that if at least 25 percent of the company’s outstanding shares were sold to him he would extend it.

Should he be able to boost his stake to 50.1 percent, he added, “We will demand that the current board … accelerate the upcoming annual meeting to allow the prompt election of our slate of directors so that the tender offer can close quickly.”

Avon shares slide after Coty withdraws takeover offer

NEW YORK, Tue May 15, 2012 – Shares of Avon Products Inc. fell 14 percent in premarket trading on Tuesday, after Coty Inc. withdrew its $10.7 billion takeover bid for the world’s largest cosmetics direct seller, saying Avon had missed its deadline to begin discussions.

Fragrance company Coty last week raised its unsolicited bid, which had the financial backing of Warren Buffett’s Berkshire Hathaway and others, to $24.75 per share from an earlier $23.25 per share offer, and gave Avon a Monday deadline to respond.

Avon’s stock fell to $17.95 before the bell on Tuesday, below where it was trading before Coty’s initial $10 billion bid was made public in April.

“While Coty’s bid provided a floor under Avon’s stock, the withdrawal of this bid will push it to its fundamental level,” BMO Capital Markets analyst Connie Maneaty wrote in a note.

Avon, which had rejected all of Coty’s earlier bids without entering into discussions, said on Sunday that it would respond to Coty’s latest offer within a week. However, Coty withdrew its proposal on May 14, five days after raising its bid.

“Shareholders may be disappointed to see Coty walk away, rather than pushing for a transaction,” Victoria Collin of Atlantic Equities LLP wrote in a client report.

The news leaves Avon shareholders hoping new CEO Sheri McCoy can spark a turnaround at the company that has been struggling with plummeting profits on falling sales both at home and in some international markets.

“Ultimately the value at Avon that can be unlocked, if correctly executed, should be worth over $25/share,” Collin said.

Marvell Technology asks shareholders to reject TRC Capital’s mini-tender

SANTA CLARA, Calif., Mon Mar 26, 2012 – Marvell Technology Group Ltd said it recommended shareholders reject a mini-tender offer by TRC Capital Corp to purchase up to 6 million of the chipmaker’s shares.

TRC Capital intends to buy about 1 percent of Marvell at $15 per share. Marvell shares were up 1 percent at $16.01 in premarket trade on Monday, after closing at $15.84 on Friday on the Nasdaq.

The offer price was 5 percent below the closing price on March 22, the approximate date of commencement of the offer, Marvell said in a statement.

Mini-tender offers are designed to acquire less than 5 percent of a company’s outstanding shares, thereby avoiding many disclosure and procedural requirements of the U.S. Securities and Exchange Commission.

TRC Capital has made similar offers for publicly traded companies in the past, which have been rebuffed.

In February, cellphone chip supplier Qualcomm Inc. and Dutch consumer electronics giant Philips rejected similar mini-tender offers by TRC Capital.

Roche offers $5.7 billion to buy gene firm Illumina

SAN DIEGO – Roche Holding AG is offering $5.7 billion in cash to buy U.S. gene sequencing company Illumina Inc. in an unfriendly takeover bid that marks a major play by the Swiss drugmaker into the gene technology field.

Gene sequencing is central to personalized medicine, which allows scientists to predict a patient’s response to a particular drug, both during clinical practice and in drug trials.

Roche is already the world’s largest maker of cancer drugs, where gene analysis is progressing fastest, as well as a major maker of diagnostic tests.

“This … will help Roche sustain its leadership position in targeted therapies, which we consider as highly promising,” said Bryan Garnier analysts in a research note.

But they added a deal would probably be neutral to earnings in the first year of ownership at the current offer price, which is 18 percent above Illumina’s closing price on Tuesday and over 60 percent above the level before rumors of a bid started, and that Roche might have to raise its offer to secure a deal.

Roche Chief Executive Severin Schwan said the company had no intention of raising its offer for the San Diego-based group that was founded in 1998 and employs just over 2,000 people.

At 4:55 a.m. ET, Roche stock was down 2.2 percent at 161 Swiss francs, lagging a 1.3 percent drop in the European healthcare index as some investors fretted over the cost of a deal.

Pharmacy services provider Omnicare extends PharMerica tender offer

COVINGTON, Ky. ― Pharmacy services provider Omnicare Inc has extended its offer to acquire shares of smaller rival PharMerica Corp to Jan. 20, 2012.

PharMerica, which has twice rejected Omnicare’s $441 million offer since late August, has also adopted a poison pill to thwart the acquisition.

In October, Omnicare had extended its tender offer to shareholders of PharMerica by two months to Dec. 2.

While Omnicare shares closed at $33.14, PharMerica shares closed at $15.30 on Friday on the New York Stock Exchange.

Caterpillar to offer $885 million for China’s ERA Mining

PEORIA, Ill. ― Caterpillar Inc. said it will make an offer to buy China’s ERA Mining Machinery Ltd. to strengthen its mining business and ramp up investment in the fast-growing country, in a dual-option deal that could be worth up to $885 million.

Shares in ERA, which makes underground coal mining equipment, rose 21.2 percent to HK$0.8 on Friday.

“Coal consumption in China is growing faster than anywhere else in the world,” Caterpillar Group President Steven Wunning told Reuters in a telephone interview on Friday. Wunning said that China already consumes nearly half of the world’s coal, creating a huge market for underground mining of the resource.

Caterpillar will either pay HK$0.88 cash per share, and/or offer a loan note alternative, which will entitle ERA’s loan note holders to receive a minimum of HK$0.75 and up to HK$1.15 per loan note upon redemption.

The offer values Hong Kong-listed ERA at HK$4.490 billion-$6.885 billion ($577.25 million-$885.15 million), Caterpillar said in a statement.

Caterpillar, the world’s largest heavy machinery manufacturer, said its offer will be made if clearance from China’s Ministry of Commerce and any other related bodies is obtained.

Pfizer extends bid for Icagen pharmaceutical company

NEW YORK — Pfizer Inc. said it extended its tender offer for Icagen Inc. by 24 hours, to midnight Eastern Time Thursday.

American Stock Transfer & Trust Co. LLC, the depositary for the tender offer, said that as of midnight Aug. 31 4,044,035 Icagen common shares had been validly tendered and not withdrawn. That includes shares tendered by directors and executive officers of Icagen.

Pfizer already owns 1,067,015 shares of Icagen common. Added to the validly tendered shares that have not been withdrawn, that represents about 57 percent of the outstanding shares.

The total represents about 49 percent of the fully diluted shares of Icagen and was 107,431 shares below the number needed to satisfy the condition for the minimum number of shares to be tendered in order for Pfizer to accept for payment and pay for such shares.

Icagen is a leading biopharmaceutical company focused on the discovery, development and commercialization of novel small molecule drugs that target ion channels.