WWD : Estée Lauder Reorganizes

In one of its biggest organizational shifts in years, the Estée Lauder Cos. Inc. has realigned its fragrance and men’s skin-care divisions.

The reorganization follows the departure of Veronique Gabai-Pinsky, global brand president of Aramis and Designer Fragrances, BeautyBank and IdeaBank.

Gabai-Pinsky will step down on Oct. 31, becoming a senior adviser for the company, according to an internal memo obtained byWWD. No Lauder executives were available for comment Friday. Knowledgeable sources in the industry insist that Gabai-Pinsky’s exit was voluntary.

Since joining the Estée Lauder Cos. in 2003, Gabai-Pinsky has overseen a string of fragrance hits, including DKNY Be Delicious, Tory Burchand Michael Kors. As well, she redefined the ADF portfolio to focus on luxury and high-potential brands, launched Asian skin-care brand Osiao as part of IdeaBank and helped grow many brands in BeautyBank.

“In her most recent role, she fostered creativity and innovation which helped to reshape our fragrance model and improve ADF financially,” Fabrizio Freda, president and chief executive officer, and William P. Lauder, the company’s executive chairman, noted in the internal memo.

As a part of the reorganization, John Demsey, a group president of the Estée Lauder Cos., gains even more turf at the company, adding the fragrances and designer brands from ADF to his portfolio, and Daniel Annese, currently senior vice president and general manager, Global Market Development, for the Estée Lauder andTom Ford Beauty brands, has been promoted to global brand president, Aramis and Designer Fragrances. He begins his new role Sept. 15. Annese’s successor at Estée Lauder and Tom Ford Beauty has not been named. Annese, who previously reported to global Estée Lauder Brand president Jane Hudis, will now report to Demsey.

The company also is creating a new businessunit, the Men’s Skin Care Group, which will comprise the Lab Series line and its Clinique for Men offerings, which historically have been the leaders in the U.S. prestige men’s skin-care market. Lynne Greene, group president of Clinique, Origins, Ojon, Aveda and Darphin, will oversee the new unit, and Octavio Valdes, vice president of Clinique Latin America, has been named vice president and general manager of the Men’s Skin Care Group and Clinique Latin America. The Men’s Skin Care Group moves are effective July 1.

In the memo, Freda and Lauder noted that “the men’s category is a high-potential area within prestige skin care and the creation of this new division demonstrates our company’s strategic commitment to this fast-growing opportunity. Lynne’s extensive experience in skin care will be integral in the formation and future growth of the new Men’s Skin Care Group. Her proven success in building brands globally and capitalizing on fast-growing opportunities, as demonstrated by her outstanding leadership of Clinique, Origins, Ojon, Darphin and Aveda, will play an important role as our company looks to strengthen its position in men’s. The new Men’s Skin Care Group will allow us to build this business and leverage our strengths, resources and capabilities in this growing category.”

Freda and Lauder characterized the overall shake-up as “part of our continued organizational evolution, informed by our corporate strategy and 10-year compass. These changes recognize both the growing professional journey of our leaders and foster further synergies and alignment among our great brands.”

Demsey’s existing relationships with designers and his experience in the fragrance industry are expected to “further align our brands and enhance our strategic role in fragrance,” the memo said. Demsey already oversees the fragrances of the Estée Lauder brand, Tom Ford Beauty and Jo Malone. The latter two brands are leaders in the mushrooming artisanal fragrance market, which is a driver of a gathering indie revolution.

Annese, a Lauder veteran, is credited with significantly increasing Estée Lauder division sales over the past nine years, doubling profits, growing global share and achieving the number-one prestige rank in Asia. His global business development skills and strategic management of multiple beauty categories, including fragrance — most recently, the Lauder brand’s Modern Muse scent — are also seen as assets. Annese and his team had a hand in launching the ultraluxe Tom Ford Beauty division. The memo also praised Annese’s skills in portfolio optimization, local relevancy and strong team development in various regions of the globe.

Before joining Clinique, Valdes was vice president of corporate strategy, and the memo notes “his keen ability to identify and pursue significant growth opportunities make him ideally suited to lead the Men’s Skin Care Group and help further develop the business globally.”

>>> 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%