>>> US Gapping down

Gapping down
In reaction to disappointing earnings/guidance: LAYN -4%.

M&A news: SNN -1.3% (trading lower with MDT no longer expected to be a suitor for co).

Select EU financial related names showing weakness: IRE -1.5%, UBS -1.3%, ING -1.3%, NBG -1.3%, SAN -1.1%, DB -1%.

Other news: DWA -5.3% (weaker than expected opening for HTTYD 2), ETRM -4.3% (cont weakness from Friday), YHOO -3.9% (Alibaba guidance), KPTI -3.4% (entered into a Preferred Provider agreement with Veristat), IDSA -2.6% (announces $3.0 mln equity investment and $17.8 mln credit facility), WFT -2.5% (announced that its shareholders have approved changing its place of incorporation from Switzerland to Ireland at the Extraordinary General Meeting of Shareholders held in Zug, Switzerland), TWTR -1.2% (still checking).

Analyst comments: AXP -1.8% (initiated with Sector Perform at Pacific Crest), CCE -1.5% (removed from Conviction Buy list at Goldman), GNC -1.3% (downgraded to Neutral from Outperform at Robert W. Baird).

>>> US Gapping up

Gapping up
In reaction to strong earnings/guidance: PRLS +1.4%, FCN +1%, DDD +0.9%.

M&A news: COV +31.5% (Medtronic (MDT) to acquire Covidien for $93.22 per share), FIO +25.8% (to be acquired by SanDisk (SNDK) for $11.25 per share in cash), LLNW +13.1% (receives unsolicited offer to purchase from questionable source; mgmt does not believe proposed acquirer has the ability to complete transaction), TWTC +12.8% (to be acquired by Level 3 (LVLT) in a stock-and-cash transaction valued at $40.86), WMB +11.2% (agrees to acquire Global Infrastructure Partners' GP and LP Interests in Access Midstream Partners for $5.995 bln; plans higher dividend; proposes subsequent merger of Access Midstream Partners (ACMP) and Williams Partners (WPZ)), MDT +7.2% (to acquire Covidien for $93.22 per share), ACMP +1.6% (WMB to acquire co), SNDK+1.2% (acquiring FIO for $11.25/sh), YNDX +0.7% (agrees to acquire Auto.ru for ~$175 mln in cash.

Select metals/mining stocks trading higher: GOLD +1.5%, ABY +1.2%, BHP +0.9%, GDX +0.7%.

Other news: BLUE +80.1% (reports rapid transfusion independence in beta-thalassemia major patients treated with its LentiGlobin product candidate), DARA +23.2% (KRN5500 granted Orphan Drug Designation by FDA for treatment of multiple myeloma), SQNM +12.7% (co and Quest Diagnostics (DGX) collaborate to expand patient access to the MaterniT21 PLUS noninvasive prenatal test; Sequenom receives FDA Premarket clearance), ARWR +8.3% (issues a statement on intellectual property protection for ARC-520), APRI +6.8% (announces the launch of its topical treatment for erectile dysfunction Vitaros in the United Kingdom), ISIS +6.7% (reports final Phase 2 data on ISIS-GCGR RX showing significant reduction in HbA1c in patients with type 2 diabetes), IMAX +3.8% (announces authorization of up to $150 mln share repurchase program), LVLT +3.6% (acquiring TWTC for $40.86/sh), SUNE +3.1% (vote to increase authorized number of shares of common stock), IMGN +2.9% (announces preclinical findings for IMGN779 demonstrated potent, targeted activity against primary AML patient cells in vitro), BLRX +2.7% (receives approval to commence Phase 1 trial for novel stem cell mobilization treatment), CGEN +2.7% (discloses experimental results for novel checkpoint candidate for cancer immunotherapy and discovery of two new candidates), WPZ +2% (trading higher with WMB), RTN +1.7% (potentially related to insurections in Iraq), NVO +1.4% (still checking), TSL +1.2% (announces supply of 23MW of modules to Linuo Solar Power's distributed generation solar project in China), AVA +1% (approves the repurchase of up to 4 mln shares of the company's outstanding common stock), NVS +0.6% (Holly Springs facility becomes first US pandemic-ready site licensed by the FDA to produce cell-culture influenza vaccines), IGT +0.5% (issues statement regarding exploration of strategic alternatives), FSLR +0.5% (selected by Tenaska to build 150MW solar facility in Southern California), .

Analyst comments: AKS +4.7% (upgraded to Buy from Neutral at BofA/Merrill), NMBL +4.2% (upgraded to Outperform from Neutral at Macquarie), DISH +0.9% (upgraded to Overweight from Neutral at JP Morgan), MU +0.8% (upgraded to Outperform from Neutral at Robert W. Baird), EXC +0.8% (reinstated with a Outperform and added to Focus List at Credit Suisse), EOG +0.7% (initiated with a Outperform at BMO Capital Markets), EXH +0.5% (upgraded to Sector Outperform at Howard Weil),

>>> Tyson Foods Comments on Hillshire Brands Withdrawal of Board Recommendation

Pinnacle Foods Tyson Foods Comments on Hillshire Brands Withdrawal of Board Recommendation for a Merger with Pinnacle Foods 

Tyson Foods, Inc. (NYSE:TSN) today acknowledged The Hillshire Brands Company (NYSE:HSH) announcement that its Board of Directors withdrew its recommendation in favor of the May 12, 2014 merger agreement with Pinnacle Foods (NYSE:PF) (the "Pinnacle Agreement"). 

Based on Tyson Foods' understanding of the Pinnacle Agreement, Pinnacle Foods may now immediately terminate this agreement and accept a $163 million fee, or it may insist Hillshire Brands conduct a shareholder meeting to vote on a transaction that the Hillshire Brands Board has now recommended against. 

"We believe our offer to acquire Hillshire Brands for $63 per share in cash is a superior proposal for Hillshire Brands shareholders," said Donnie Smith, president and CEO of Tyson Foods. "We're pleased the Hillshire Board has withdrawn its recommendation in favor of the Pinnacle Agreement, and now recommends the Tyson Foods offer, all as expressly authorized by the Pinnacle Agreement. We hope Pinnacle Foods will promptly accept the termination fee and not delay the ability of Hillshire Brands' shareholders to benefit from Tyson Foods' superior offer."

>>> Achillion Pharma target raised to $22 at Maxim Group

Achillion Pharma target raised to $22 at Maxim Group
Maxim Group raises their ACHN tgt to $22 from $6. After last week's dinner with ACHN management, they expect to see fundamental progress at the company. They see a viable protease inhibitor, a best-in-class NS5A, and an exciting nucleotide program that could have proof-of-concept data in HCV patients by year end. In addition, they believe the issuance of IP around the nucleotide could be another catalyst for the company.

>>> Fusion-io SanDisk agrees to acquire Fusion-io for $11.25/shr in cash; Total


Fusion-io SanDisk agrees to acquire Fusion-io for $11.25/shr in cash; Total deal value $1.1B 
- The acquisition will be an all-cash transaction valued at approximately $1.1 billion, net of cash assumed. 
- Under the terms of the agreement, SanDisk will commence a tender offer for all outstanding shares of Fusion-io for $11.25 per share in cash. SanDisk will fund the acquisition with cash available on its balance sheet. The transaction, which has been approved by the boards of directors of both companies, is subject to customary closing conditions, including clearance from relevant regulatory authorities and the completion of the tender offer. It is expected that the transaction will close in the third quarter of SanDisks fiscal 2014 and be accretive to non-GAAP earnings in the second half of SanDisks fiscal 2015. 
- Goldman, Sachs & Co. acted as financial advisor and Skadden, Arps, Slate, Meagher & Flom LLP acted as legal advisor to SanDisk. Qatalyst Partners acted as financial advisor and Wilson Sonsini Goodrich & Rosati acted as legal advisor to Fusion-io.

>>> US Early premarket gappers

Early premarket gappers
Gapping up: BLUE +53.3%, COV +35%, WMB +12.4%, MDT +12%, IGT +4%, SUNE +2.7%, AKS +2.5%, RTN +1.7%, MU +1.7%, NVO +1.4%, EOG +1.3%, BHP +1.2%, GOLD +0.9%, ABY +0.8%, GDX +0.8%

Gapping down: KPTI -8.7%, ETRM -4.3%, LAYN -4%, WFT -2.8%, SNN -1.5%, PSTI -1.2%, DB -0.9%, ING -0.8%, SAN -0.8%

(BFW) *MOODY’S: EMIRATES ORDER CANCELLATION CREDIT NEG. FOR AIRBUS

BFW 06/16 09:50 *MOODY’S: EMIRATES ORDER CANCELLATION CREDIT POS. FOR BOEING
 BN 06/16 09:48 *MOODY'S COMMENTS IN E-MAILED STATEMENT
 BN 06/16 09:48 *MOODY'S: EMIRATES ORDER CANCELLATION CREDIT POS. FOR BOEING
 BN 06/16 09:48 *MOODY'S: EMIRATES ORDER CANCELLATION CREDIT NEG. FOR AIRBUS
*MOODY’S: EMIRATES ORDER CANCELLATION CREDIT NEG. FOR AIRBUS
2014-06-16 09:49:51.794 GMT

--BRIAN SWINT

-0- Jun/16/2014 09:49 GMT