WSJ : Shire's Appeal Doesn't Rest on Takeover Attention

Shire's Appeal Doesn't Rest on Takeover Attention

Every U.S. pharmaceuticals company seems keen to run away and join the traveling circus. It is hard to believe one isn't eyeing Shire SHP.LN +1.75% for its trapeze.

American health-care companies are venturing overseas to pull off a so-called inversion, whereby they acquire a foreign company and restructure themselves to reduce their tax rate. Shire, the U.K.-listed specialty pharma firm, looks a natural target. Allergan, AGN +2.39% the maker of Botox which is fighting a hostile takeover from Valeant Pharmaceuticals International, VRX.T +2.03% has been named as one potential buyer.

Bid speculation is nice. Shire's business looks more than capable of a good solo performance, though.

The appeal for U.S. suitors of flipping into a lower-tax jurisdiction is clear. And with its 19% tax rate and a market value of about £20 billion ($33.74 billion), Ireland-domiciled Shire is attracting attention in a market with few sizable targets. Pfizer's PFE -0.43% $100 billion approach to buy AstraZeneca AZN.LN +0.45% has braved fears of a U.S. political backlash.

Shire, whose stock rose nearly 50% last year, is doing well in driving the price up for any would-be buyer. The company said Thursday it now expects earnings per share to grow in the "mid to high twenty percent range" this year. Research and development spending could fall as much as 11% thanks to the conclusion of late-stage clinical trials, estimates Barclays. BARC.LN +1.59% And Shire's drugs treating attention deficit hyperactivity disorder, seen as off-putting to some buyers, did well: First-quarter sales of Vyvanse, Shire's biggest seller, rose by 18%, helped by price increases.

Chief Executive Fleming Ornskov is proving adept at managing worries about Shire's longer-term growth. Concerns persist about potential generic competition for Lialda, a bowel drug. But Mr. Ornskov wants to double Shire's neuroscience sales by the end of the decade, helped by a long-acting adult ADHD treatment that could be launched as soon as next year.

Meanwhile, even after last year's $4.2 billion purchase of ViroPharma, there is plenty of scope to boost Shire's growth and pipeline with more deals. The company could throw off annual free cash flow of $2 billion a year from 2015, according to Citigroup. C +0.04%

Shire, buoyed by takeover talk, is trading at about 16.5 times forecast 2015 earnings, roughly a 10% premium to the slower-growing European pharma sector. It deserves that advantage, whether or not the clowns come to town.

WSJ : Facebook Runs Into a Rift Over the Oculus Rift

Facebook Runs Into a Rift Over the Oculus Rift
ZeniMax Says Employee Who Left to Join Oculus Took Virtual-Reality Tech With Him

ZeniMax is claiming rights to the intellectual property that powers the Oculus Rift virtual-reality headset. AFP/Getty Images
In March, Facebook Inc. FB +3.53% agreed to pay $2 billion to buy virtual-reality startup Oculus VR, hankering to gain technology it hopes will transform the way people interact online.

Now, with the deal yet to close, another company is laying claim to an important part of Oculus's technology.

ZeniMax Media Inc., a Maryland-based maker of videogames, is claiming rights to the intellectual property that powers the Oculus Rift virtual-reality headset, which can be used to play videogames, watch movies or double as a computer monitor.

In recent weeks, lawyers for ZeniMax have sent two letters each to Oculus and Facebook, saying former ZeniMax employee John Carmack, who joined Oculus last August, improperly took ZeniMax's intellectual property with him to Oculus, according to documents reviewed by The Wall Street Journal. That technology, the company claims, propelled Oculus from a shoestring startup to technology's big leagues in less than two years.

Enlarge Image

John Carmack ZUMAPRESS.com
A spokesman for Oculus said: "It's unfortunate, but when there's this type of transaction, people come out of the woodwork with ridiculous and absurd claims. We intend to vigorously defend Oculus and its investors to the fullest extent." Oculus declined to make Mr. Carmack available for comment and efforts to reach him weren't successful.

Mr. Carmack is known in the programming world as the force behind blockbuster games including "Doom" and "Wolfenstein 3D," early entries in the wave of shooting games.

The letters from ZeniMax's lawyers came after Facebook struck its deal to acquire Oculus, part of the company's efforts to leap from a social-media platform to a major player in the race with Google Inc., GOOGL +0.19% Apple Inc. AAPL +0.72% and Amazon.com Inc. AMZN +1.14% to be at the forefront of Internet use.

Facebook's purchase of Oculus is an example of the style of acquisition favored by CEO Mark Zuckerberg, who controls Facebook through supervoting shares. He has carried out his vision partly through casual advances to fellow entrepreneurs, as opposed to the more structured and heavily advised negotiations typical of much of the corporate world.

Facebook's three biggest deals, Oculus, the mobile messenger WhatsApp and the photo-sharing app company Instagram, were all finalized in under two weeks. More typically, deal negotiations take months. One of Facebook's past mottos was "Move fast and break things."

A Facebook spokesman said that in those deals, the informal courtship period began months or years earlier.

It is unclear whether Facebook knew before its deal to acquire Oculus that ZeniMax was seeking compensation for the intellectual property behind the headset.

ZeniMax is partly owned by private-equity firm Providence Equity Partners LLC. Its board includes CBS Corp. Chief Executive Leslie Moonves, director Jerry Bruckheimer and former Metro-Goldwyn-Mayer Studios Inc. CEO Harry Sloan.

The company is best known for popular fantasy games, such as "The Elder Scrolls" series, which was published by a subsidiary, Bethesda Softworks. Providence invested $300 million in ZeniMax in 2007 and an additional $150 million in 2010, and it now owns a minority stake, according to people familiar with the matter.

In a statement, ZeniMax said it "sent formal notice of its legal rights." It added: "ZeniMax believes it is necessary to address these matters now and will take the necessary action to protect its interests." It is seeking compensation, according to people close to the company.

The dispute traces its roots to early 2012, when Mr. Carmack, then a ZeniMax programmer, contacted Palmer Luckey, according to a person familiar with the matter. Mr. Luckey was then working with a research group at the University of Southern California, experimenting with virtual-reality headsets.

Mr. Luckey sent a prototype headset to Mr. Carmack, according to the person. Oculus declined to make Mr. Luckey available for comment.

That June, Mr. Carmack demonstrated a modified headset at ZeniMax's booth at a Los Angeles gaming convention. Interviews at the conference, taped and later posted on YouTube, show a pair of ski goggles jury-rigged with duct tape, a contraption that ZeniMax now says was the template for Oculus's Rift headset. Mr. Carmack says in one video that he introduced new software to transform the headset into a workable product.

Mr. Luckey founded Oculus around that time. The company grew quickly, even by Silicon Valley standards.

In August 2012, ZeniMax began seeking compensation for the intellectual property, according to people familiar with the discussions. Negotiations continued on and off for nearly six months, with Oculus eventually offering ZeniMax a small equity stake, but no deal was reached, the people said. This past summer, Mr. Carmack joined Oculus, and earlier this year, five ZeniMax employees joined Oculus, the people said.

In February, ZeniMax asked Mr. Carmack to disclose all of the virtual-reality inventions he developed while working at ZeniMax, one of the people said.

On March 25, Mr. Zuckerberg announced Facebook's deal to buy Oculus.

On April 18, ZeniMax wrote to Oculus's lawyers and Facebook's general counsel, Colin Stretch : "It was only through the concerted efforts of Mr. Carmack, using technology developed over many years at, and owned by, ZeniMax, that Mr. Luckey was able to transform his garage-based pipe dream into a working reality," according to the letter reviewed by the Journal.

WSJ : Signs of a Coming Baby Boomlet in the U.S., Driven by Older Moms

Signs of a Coming Baby Boomlet in the U.S., Driven by Older Moms

Americans are finally starting to have more babies, a trend driven by older and better-educated women who were less affected by the recession, according to new projections released Thursday at a gathering of the Population Association of America in Boston.

Demographic Intelligence, a for-profit forecasting firm, predicts that this year, for the first time since 2007, the number of births in the U.S. will start climbing, hitting 3.95 million, after bottoming out at a 15-year low of 3.94 million in 2013. American women are now expected to have 1.89 children over their lifetimes, up from a 25-year-low of about 1.87 in 2013, the firm said. (This figure was 2.12 in 2007.)

Even five years after the recession ended, the projected uptick in births is likely to be fueled by better-educated and more affluent women—the latest sign of how frustratingly uneven America’s economic recovery has been. While fertility trends among less-educated and younger U.S. women aren’t under pressure the way they were a few years ago, these women are still expected to have fewer babies, Demographic Intelligence said.

Education is a big dividing line when it comes to U.S. fertility: The share of births to women with some college education has risen to 58% in 2013 from 50% in 2007.

As demographers and economists gather at the PAA conference to discuss the latest studies on everything from immigration and early education to global development, one thing weighing on some minds is this: While the U.S. economy officially exited recession in 2009, the nation’s demographic trends—from fertility to migration and immigration—remain somewhat depressed.

America’s fertility trends appear to have bottomed out. The expectation is that, over time, younger, less-educated and less-affluent women who postponed having a child, or more children, will start having more babies again. The growing number of women of prime child-bearing age (20 to 34 years old), the thinking goes, could give this increase in births further oomph.

“The birth recovery has begun,” said Sam Sturgeon, the lead demographer at Demographic Intelligence.

Mr. Sturgeon warned a pronounced increase will take time given the uncertain nature of the recovery. On Wednesday, the government said the U.S. economy slowed to a crawl in the first quarter of 2014, growing at a seasonally-adjusted annual rate of only 0.1%. “Having children is not something you do lightly. Because of the air of uncertainty, people may want to wait until they see that our economic gains are sustained,” Mr. Sturgeon said.

The U.S. Census Bureau takes some time to collect and report its fertility data, creating a substantial lag between the release of data and the time period covered—its latest data, for example, which are preliminary, only go to June 2013.

Recent data suggest America’s recession-induced baby bust is over, but a proper recovery hasn’t begun yet. The nation’s fertility rate—the number of births per 1000 women 15 to 44 years of age—stabilized at 63 in 2012, a record low. The number of children U.S. women are expected to have over their lifetime slipped to 1.88 in 2012 from 1.89. America’s population grew just 0.72% between July 2012 and July 2013, the slowest rate of growth since around the Great Depression.

One possibility is that even as the economy improves, longer-term demographic trends like younger people delaying forming families will keep pushing fertility down, according to Mark Mather of the Population Reference Bureau, a nonprofit demographic research group.

But Demographic Intelligence believes a modestly improving economy, postponed children and the increasing number of women entering prime child-bearing age will lead to more births, beginning with women who weren’t as affected by the recession to begin with—something that echoes what’s happening with Americans’ rates of long-distance moves across the country (migration rates among the old are rising, not so for younger Millennials.)

Much of the decline in births during the recession was among younger, less-educated women, Demographic Intelligence said. As a group, older women over 30 have been having more babies for a few years now. In 2014, such trends will finally lead to an overall growth in births.

Births among Hispanic women—whose relatively high fertility has allowed the U.S., in turn, to have high fertility for a developed country—aren’t expected to rise much over time. The era of high Hispanic fertility rates may have largely passed, Demographic Intelligence said, which will put downward pressure on U.S. fertility.

But the fact that it’s mostly younger women who postponed children during the downturn bodes well for fertility in the medium-term: Unlike older women, these women have time to have more children, helping make up for the more than 1 million births demographers think are “missing” or postponed.

To make its predictions, Demographic Intelligence uses statistical models that crunch a wide variety of economic, demographic and social variables.

Inputs include the nation’s “U-6” unemployment rate—the broadest measure of joblessness, which includes things like people who work part-time but want to work full-time—and tallies of “cost of having a baby” searches on Google.
It used to be demographers worried that high fertility around the world would lead to runaway population growth that stretched global resources thin. Nowadays, it’s low fertility that’s the more pressing issue.

In a session on Thursday, Hans-Peter Kohler, a demographer at the University of Pennsylvania—and one of Demographic Intelligence’s academic advisors—will discuss a paper with colleague Thomas Anderson that takes an unusually long look at international demographic trends to examine what drives low fertility.

Instead of studying the period from the mid-20th century to the current day—where data are readily available—the demographers expanded their focus to the early 20th century. Their finding: Times of rapid economic advancement don’t necessarily go hand in hand with lower fertility. Or rather, it’s not as simple as that.

Fast economic gains have tended to produce conflicts between women’s work and family life—women start working, say, but society still expects them to do all the housework. These conflicts push fertility down, as women value their economic roles over their social ones. Over time, though, these conflicts often ease, as social norms change and become more favorable to women, allowing for fertility to rise again.

The findings suggest some of the world’s fertility declines, for example, in East Asia, could eventually bottom out. “The prevailing traditionalism regarding family norms, sex roles, and gender equity in Southern/Eastern Europe and East Asia is partly attributable to the fact that the onset of socioeconomic development occurred much later than the first-wave developers, and that the pace of development occurred at such a rate that household gender equity still severely lags institutional gender equity,” they note.

Another intriguing notion making the rounds among demographers—and one spotlighted by Demographic Intelligence—is that America and other developing countries could see a jump in births over the next 10 years given the growing numbers of women of prime child-bearing age.

While Mr. Sturgeon says there isn’t yet evidence for this in the U.S.—hints of a “baby boomlet” or “echo boom,” as this notion is called, appeared before the recession but have since disappeared—he still thinks it’s a “real possibility.”

Experts at investment-research firm BCA Research have gone so far as to predict a coming “baby boom” in developed economies, one that will be bigger and longer-lasting than that which followed the Second World War.

NY Post - French bank BNP Paribas could be forced out of US business

French bank BNP Paribas could be forced out of US business

Federal and state officials may deploy the guillotine in prosecuting French banking giant BNP Paribas.
Prosecutors are looking to suspend the lender from US dollar clearing, which would effectively kill BNP’s ability to do business in assets that are denominated in dollars, according to a person familiar with the negotiations.
The prosecution — led by US Attorney Preet Bharara, the Justice Department’s criminal division and the Manhattan district attorney Cyrus Vance Jr., — met with Benjamin Lawsky, New York’s chief financial regulator, to weigh whether to force BNP to plead guilty to criminal charges that the lender did business with blacklisted countries, including Iran, Cuba and Sudan, according to a source.
Other less draconian penalties include firing the employees involved.
Negotiations are still ongoing and haven’t been settled, a source said.
Clearing “is the activity that takes place from the time of the transaction until it’s settled,” said Michael Woolfolk, a strategist at Bank of New York Mellon in New York. “It’s very important for an international bank.”
Investigators are also looking into Credit Suisse illegally providing tax shelters, the person said.
US Attorney General Eric Holder said last year that charging banks with a crime could endanger the international banking system because they’re so large and interconnected.
A guilty plea could stop other financial institutions from working with them.
Cesaltine Gregorio, a spokeswoman for BNP Paribas, and Jack Grone of Credit Suisse, declined to comment.

WSJ : Facebook's Oculus Bid Runs Into Tech Claim

Facebook's Oculus Bid Runs Into Tech Claim Another Company Is Laying Claim to Technology That Powers Rift Headset

ZeniMax is claiming rights to the intellectual property that powers the Oculus Rift virtual-reality headset. AFP/Getty Images In March, Facebook Inc. FB +2.38% agreed to pay $2 billion to buy virtual-reality startup Oculus VR, hankering to gain technology it hopes will transform the way people interact online.

Now, with the deal yet to close, another company is laying claim to an important part of Oculus's technology.

ZeniMax Media Inc., a Maryland-based maker of videogames, is claiming rights to the intellectual property that powers the Oculus Rift virtual-reality headset, which can be used to play videogames, watch movies or double as a computer monitor.

In recent weeks, lawyers for ZeniMax have sent two letters each to Oculus and Facebook, saying former ZeniMax employee John Carmack, who joined Oculus last August, improperly took ZeniMax's intellectual property with him to Oculus, according to documents reviewed by The Wall Street Journal. That technology, the company claims, propelled Oculus from a shoestring startup to technology's big leagues in less than two years.

Enlarge Image

John Carmack ZUMAPRESS.com A spokesman for Oculus said: "It's unfortunate, but when there's this type of transaction, people come out of the woodwork with ridiculous and absurd claims. We intend to vigorously defend Oculus and its investors to the fullest extent." Oculus declined to make Mr. Carmack available for comment and efforts to reach him weren't successful.

Mr. Carmack is known in the programming world as the force behind blockbuster games including "Doom" and "Wolfenstein 3D," early entries in the wave of shooting games.

The letters from ZeniMax's lawyers came after Facebook struck its deal to acquire Oculus, part of the company's efforts to leap from a social-media platform to a major player in the race with Google Inc., GOOGL +0.88% Apple Inc. AAPL +0.69% and Amazon.com Inc. AMZN +1.59% to be at the forefront of Internet use.

Facebook's purchase of Oculus is an example of the style of acquisition favored by CEO Mark Zuckerberg, who controls Facebook through supervoting shares. He has carried out his vision partly through casual advances to fellow entrepreneurs, as opposed to the more structured and heavily advised negotiations typical of much of the corporate world.

Facebook's three biggest deals, Oculus, the mobile messenger WhatsApp and the photo-sharing app company Instagram, were all finalized in under two weeks. More typically, deal negotiations take months. One of Facebook's past mottos was "Move fast and break things."

A Facebook spokesman said that in those deals, the informal courtship period began months or years earlier.

It is unclear whether Facebook knew before its deal to acquire Oculus that ZeniMax was seeking compensation for the intellectual property behind the headset.

ZeniMax is partly owned by private-equity firm Providence Equity Partners LLC. Its board includes CBS Corp. Chief Executive Leslie Moonves, director Jerry Bruckheimer and former Metro-Goldwyn-Mayer Studios Inc. CEO Harry Sloan.

The company is best known for popular fantasy games, such as "The Elder Scrolls" series, which was published by a subsidiary, Bethesda Softworks. Providence invested $300 million in ZeniMax in 2007 and an additional $150 million in 2010, and it now owns a minority stake, according to people familiar with the matter.

In a statement, ZeniMax said it "sent formal notice of its legal rights." It added: "ZeniMax believes it is necessary to address these matters now and will take the necessary action to protect its interests." It is seeking compensation, according to people close to the company.

The dispute traces its roots to early 2012, when Mr. Carmack, then a ZeniMax programmer, contacted Palmer Luckey, according to a person familiar with the matter. Mr. Luckey was then working with a research group at the University of Southern California, experimenting with virtual-reality headsets.

Mr. Luckey sent a prototype headset to Mr. Carmack, according to the person. Oculus declined to make Mr. Luckey available for comment.

That June, Mr. Carmack demonstrated a modified headset at ZeniMax's booth at a Los Angeles gaming convention. Interviews at the conference, taped and later posted on YouTube, show a pair of ski goggles jury-rigged with duct tape, a contraption that ZeniMax now says was the template for Oculus's Rift headset. Mr. Carmack says in one video that he introduced new software to transform the headset into a workable product.

Mr. Luckey founded Oculus around that time. The company grew quickly, even by Silicon Valley standards.

In August 2012, ZeniMax began seeking compensation for the intellectual property, according to people familiar with the discussions. Negotiations continued on and off for nearly six months, with Oculus eventually offering ZeniMax a small equity stake, but no deal was reached, the people said. This past summer, Mr. Carmack joined Oculus, and earlier this year, five ZeniMax employees joined Oculus, the people said.

In February, ZeniMax asked Mr. Carmack to disclose all of the virtual-reality inventions he developed while working at ZeniMax, one of the people said.

On March 25, Mr. Zuckerberg announced Facebook's deal to buy Oculus.

On April 18, ZeniMax wrote to Oculus's lawyers and Facebook's general counsel, Colin Stretch : "It was only through the concerted efforts of Mr. Carmack, using technology developed over many years at, and owned by, ZeniMax, that Mr. Luckey was able to transform his garage-based pipe dream into a working reality," according to the letter reviewed by the Journal.

>>> US Early premarket gappers

Early premarket gappers

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