FT : Shire in talks with US drugmaker AbbVie over £30bn

Shire in talks with US AbbVie over £30bn bid

Shire has opened talks with AbbVie, the US drugmaker, over its proposed £30bn takeover bid for the UK-listed speciality pharma company in a sign that the two parties may be moving closer to a deal. Shire confirmed it had held a meeting with AbbVie in a short statement late on Friday. According to people familiar with the matter, senior executives from both companies met in New York to discuss AbbVie’s £51.15 per share offer for Shire.

Talks began on Thursday, when Rick Gonzalez, AbbVie chief executive, flew to the New York area to meet Susan Kilsby, Shire chairman, and Flemming Ornskov, chief executive. But he later returned to Chicago, leaving colleagues to continue the talks. Both companies declined to comment. It is not the first time the two sides have met since AbbVie launched its pursuit in May. Brief talks have previously taken place in Geneva and Paris but did not lead to full-blown negotiations and people close to the situation said there was no guarantee a deal would materialise from the latest meeting. Shares in Shire closed 5.9 per cent higher to £48.70 in London, while AbbVie fell 1.2 per cent to $54.75 in midday New York trading. The talks come as some large Shire shareholders have privately pushed for the company to engage with AbbVie, which this week launched its fourth offer to acquire it since early May. On Wednesday, AbbVie was forced to make an unusual retraction of statements Mr Gonzalez made to news outlets including the Financial Times that Shire shareholders were “generally supportive” of its attempts to acquire the company. Under UK Takeover Code rules – which regulate mergers and acquisitions activity – a company cannot claim to have shareholder support unless it is stated in writing. Despite the glitch, analysts said Mr Gonzalez was probably right in his assessment of investor sentiment. John Boris at SunTrust Robinson Humphrey said AbbVie’s latest offer was “largely in step” with what shareholders wanted. Shire’s board, led by Ms Kilsby, a former investment banker, has yet to respond publicly to the bid – an 11 per cent improvement on its previous proposal. Mr Boris predicted it could be good enough to bring Shire to the table but a further increase was probably needed to clinch a deal. UK takeover rules give AbbVie until July 18 to make a firm offer or walk away. Some analysts think rival bidders could yet step in, attracted by Shire’s fast-growing rare diseases business – as well as the potential for US companies to use overseas acquisitions to lower their tax rate. Allergan, the maker of Botox which is resisting a $53bn hostile bid from Valeant, this week said it was open to a sizeable acquisition but David Pyott, chief executive, refused to comment on speculation that Shire could be a target. Mr Boris said he felt that Allergan had been “priced out of the running” by AbbVie’s latest bid. A takeover of Shire would add to the wave of dealmaking in the healthcare sector, with $260bn of mergers and acquisitions among pharmaceuticals, medical and biotech companies so far this year, according to Mergermarket. This has accounted for 16.4 per cent of total global M&A activity. Several of the deals have involved US companies, including AbbVie, buying European companies as a way to shift their tax domiciles across the Atlantic in order to shield offshore cash from high US rates.

>>> AMX : Carlos Slim: Sale of AMX assets should be acr

Carlos Slim: Sale of AMX assets should be across the units; should separate the cell tower units but not sell them - Agnostic on who chooses to buy units required to be separated from the company in the recent Mexico anti trust ruling - Expecting Mexico growth to be better next year - Reminder: on 7/8 AMX announced it was to sell assets to reduce Mexico market share below 50%; Sales pending approval

Nikkei - SoftBank nearing deal for Sprint, T-Mobile merger

SoftBank nearing deal for Sprint, T-Mobile merger {http://asia.nikkei.com/Business/Deals/Softbank-nearing-deal-for-Sprint-T-Mobile-merger}

SoftBank CEO Masayoshi Son has been lobbying Washington to get a merger between T-Mobile and Sprint approved. TOKYO -- SoftBank has reached a basic agreement to acquire T-Mobile US from German parent Deutsche Telecom, paving the way for a merger between the fourth-ranked U.S. mobile carrier and rival Sprint.

The two sides are still ironing out the details, and the deal needs clearance from U.S. regulators. Together, third-ranked Sprint, acquired by SoftBank last year, and T-Mobile have some 100 million U.S. subscribers, putting their combined customer base on par with those of Verizon Wireless and AT&T.

The Japanese carrier plans to buy more than 50% of T-Mobile shares through Sprint from Deutsche Telekom, which owns a roughly 67% interest. SoftBank will pay cash and use stock swaps to cover the estimated purchase cost of more than 1.7 trillion yen ($16 billion).

Eight financial institutions will bankroll the deal by setting credit lines of about 4 trillion yen. In addition to Japan's three megabanks, such foreign financial institutions as JPMorgan Chase and Deutsche Bank will take part. To keep interest rates low, the SoftBank group is expected to first procure the funds through bridge loans, which will then be replaced with Sprint-issued corporate bonds and other long-term borrowing.

SoftBank had more than 9 trillion yen in interest-bearing debt as of March 31. But the banks apparently have confidence in the telecommunication company's ability to repay loans, given its solid domestic wireless business.

The U.S. Federal Communications Commission and the Department of Justice need to approve the deal, a process expected to take a year or two. Deutsche Telekom is concerned that T-Mobile's competitiveness will suffer if capital investment is put off during the screening period and the deal is not approved. It is asking SoftBank to compensate for the loss if this happens. The two sides apparently have not finalized several other conditions as well.

>>> US Rumor Round Up

Rumor Round Up Rumor activity was strong to close out the week. • T-Mobile US (TMUS) and Sprint (S) rallied on a new report of a TMUS/S merger in the works. • Shire (SHPG) rose on AbbVie (ABBV) talks over a raised bid; earlier, a Bloomberg report indicated that ABBV shareholders are urging merger talks with SHPG. • URS (URS) popped to highs as was halted for a volatility circuit breaker following Reuters reporting that the co is working with advisors for a potential sale. • Germany's Symrise (SYIEF) traded higher overseas on M&A chatter. • Oppenheimer sees a PetSmart (PETM) takeover as unlikely. • Bed Bath & Beyond (BBBY) came off the lows on activist chatter. • Wells Fargo suggested that Rackspace's (RAX) list of potential bidders is dwindling. • Mondelez Int'l (MDLZ) moved higher on reports suggesting that the co is separating units for a potential sale/spin-off.

>>> Alstom announced 2 new contracts

JV ABC signs €1.1B framework agreement with Network Rail for a major electrification programme in the UK

- Appointed by Network Rail (UK) as one of four suppliers to deliver a €2.4 billion electrification programme which will electrify more than 3000 kilometres of Britains railways over the next seven years. - The framework agreement is valued at around €1.1 billion over an initial seven year term for ABC, with an option to extend for a further three years.

Signs agreement to supply power system for a new high speed line in Spain

- Alstom, in consortium with Isolux Corsn1, was awarded by Adif (Spanish railway infrastructure authority) the design, construction and maintenance of the traction substation2 and catenary system for the new 44.3 km high-speed line linking La Robla (Leon) with Pola de Tena (Asturias). This line includes Pajares Tunnel (25 km-long), the second longest tunnel in Spain. The contract is worth about 28 million Euros; the share for Alstom is 50% of the value3. The project will be completed in 2015. - The distance between Asturias and Castile-Len will be shortened by 33 km and the entire new route will enable high-speed trains to reach speeds above 300 km/h, while the current average speed is 60 km/h.

>>> US midday Update

US trading has been volatile this morning after yesterday's rollercoaster ride. As of writing, the DJIA si down 0.17%, the S&P500 is down 0.11% and the Nasdaq is up 0.20%.

- Fed hawk Plosser minced no words in an interview on the first day of the Jackson Hole conference. Plosser warned that the Fed was falling behind the curve on rates and said he was afraid the FOMC could find itself in a situation where it was forced to play catchup with markets, raising fed funds faster than markets expected. Plosser's position is that monetary policy needs to react as the Fed gets closer to its objectives and rates need to rise before targets are met.

- WTI crude is falling even lower this morning, down 1.5% today to $101.30. Traders say the continuing slump in summertime gasoline demand and growing stocks at Cushing, OK continues to drive the contract lower.

- In Europe, both Portuguese and EU officials have rushed in to reassure markets that the Banco Espirito Santo situation is a one-off and that contagion would result from a limited situation. Officials from the bank said the firm had plenty of capital on hand. Yields on Portugal's 10-year government debt have come in 12 bps and spreads have narrowed throughout the periphery, and Italy managed to sell €7.5 billion in bonds, the top of its targeted range, at a solid auction. EUR/USD remains around 1.3600.

- Wells Fargo reported a 3% y/y increase in profits for the second quarter, although revenues ticked a bit lower and EPS was flat for the first time in years. The results reflect a decline in provisions for credit losses and slightly lower expenses, both of which helped offset a 39% y/y decrease in mortgage banking income. Mortgage originations were up over the first quarter but down more than 50% y/y. Executives said the pipeline of mortgage originations was better in the firm's third quarter, but still had not returned to pre-crisis levels. Shares of WFC are down 1.0% or so on the day.

- Reynolds American confirmed that it has entered negotiations to acquire Lorillard, following several days of reports about the talks. Imperial Tobacco is also negotiating with both Reynolds and Lorillard to acquire certain brands, to help Reynolds address anti-trust concerns. British American Tobacco, which holds 42% of Reynolds, is included in talks. Shares of LO are up 5%, while RAI is down 1.5%.

- Shares of mortgage insurers fell in the post market yesterday after the FHFA proposed new financial strength regulations for the industry that would likely require firms to strengthen balance sheets. Radian Group said it would need about $850M to meet the standard, although it has two years to do so. MGIC didn't provide a figure and said it faced a "material shortfall." Shares of Radian are down 5% or so and MGIC are down 10%, off their worst levels.

***Looking Ahead***
- 14:45 (US) Fed's Lockhart and Evans to speak on U.S. Economy in Jackson Hole

>>> US Gapping down

Gapping down
In reaction to disappointing earnings/guidance
: KFX -17.7%, RCII -12.6%, VOXX -9.3%, EOPN -4.6%, PSMT -4.3%, FAST -3%, GPS -1.4%, WFC -0.7%.

Other news: MTG -14.3% ( following FHFA request for input on Draft Private Mortgage Insurer Eligibility Requirements for Fannie Mae and Freddie Mac Counterparties), ARTX -11.7% (announced public offering of common stock, size not disclosed), MTL -11.4% (continued weakness), RDN -7.9% (provided comment on propsed GSE requirements for private mortgage insurer elibilitiy; Radian expects ability to comply within the transition period without a need to raise external capital), ISLE -7% (announced management changes: Position of Executive Chairman eliminated; Robert Goldstein named non-executive Chairman; Eric Hausler named CFO), TMST -5.8% (Relational Investors disclosed 2.99% active stake in 13D filing), VRSN -4.8% (awarded remedial action contract for up to $8 mln), GNW -4.7% (related to GSE requirement news), FSC -3.7% (commenced public offering of 13.25 mln shares of its common stock), MCP -2% (still checking), CTT -1.8% (priced its 12.5 mln share offering at $11.75 per share), QCOR -1.6% ( NYTimes report discusses Acthar adverse effects), TTM -1.5% (still checking), WLB -0.9% (prices 1,464,789 shares of common stock at $35.50 per share ).

Analyst comments: FINL -1.8% (downgraded to Neutral from Buy at Sterne Agee), EAT -1.4% (downgraded to Hold at Wunderlich), QCOM -1.2% (removed from Conviction Buy list at Goldman), RIO -1.1% (may be downgrade at liberum- unconfirmed).

>>> US Gapping up

Gapping up
In reaction to strong earnings/guidance
: JOEZ +25.2%, CUDA +3.2%, CERE +2.9%, INFY +1%, ZEP +0.4%, .

M&A news: NCBC +21.1% (co and Select Bank receive regulatory approvals for merger), LO +4.7% (confirms discussions regarding potential acquisition by Reynolds American), TLP +2.6% (NGL Energy Partners (NGL) announces offer to acquire outstanding units of TransMontaigne Partners), RAI +1.7%, ABBV +0.4% (sharholders urging merger talks with Shire (SHPG), according to report), .

Other news: DGLY +11.8% (cont strength), ICLD +7.1% (announces update on network solution sales), NBY +7% (send letter to shareholders), DF +3.9% (positive mention on Mad Money), KEYW +3.1% (KEYW Holding subsidiaries and Oracle (ORCL) collaborate on advanced security solutions), PT +3.1% (modestly rebounding, down 7% yest), AMZN +1.9% (seeks FAA approval for drone delivery), GTAT +1.4% (positive mention on Mad Money), PESI +1.2% (awarded remedial action contract for up to $8 mln).

Analyst comments: QLGC +2.2% (upgraded to Equal-Weight from Underweight at Morgan Stanley), ITG +1.1% (upgraded to Outperform from Mkt Perform at Keefe Bruyette), MPC +1.1% (upgraded to Buy from Neutral at Citigroup), TWTR +1.1% (hearing incrementally positive comments at two tier 1 firms), NG +0.7% (resumed with a Neutral from Overweight at JP Morgan), RDS.A +0.7% (upgraded to Overweight from Neutral at JP Morgan), PTEN +0.6% (target raised to $44 at RBC Capital Mkt)

>>> US Early premarket gappers

Early premarket gappers

Gapping up: JOEZ +20.4%, DF +4.8%, LO +4.6%, KEYW +4.5%, CERE +2.9%, TLP +2.6%, PT +2.3%, CUDA +1.5%, TWTR +0.8%

Gapping down: VOXX -9.3%, ISLE -8%, MTL -7.1%, TMST -5.8%, ARTX -5.6%, EOPN -4.6%, PSMT -4.3%, MTG -4.2%, FSC -3.5%, MCP -3.1%, FAST -3%, RDN -2.7%, RIO -1.6%, TTM -1.5%, GPS -1.3%