>>> Brokers Upgrades & Downgrades

>>> Up
*AGGREKO RAISED TO BUY VS HOLD AT JEFFERIES
*BARCLAYS RAISED TO BUY VS NEUTRAL AT UBS
*BUNZL RAISED TO HOLD VS UNDERPERFORM AT JEFFERIES
*BUREAU VERITAS RAISED TO BUY VS UNDERPERFORM AT JEFFERIES
*EXPERIAN RAISED TO BUY VS HOLD AT JEFFERIES
*INTERTEK RAISED TO BUY VS UNDERPERFORM AT JEFFERIES
*PADDY POWER UPGRADED TO NEUTRAL FROM UNDERPERFORM AT DAVY
*SERCO RAISED TO HOLD VS SELL AT LIBERUM
*SGS RAISED TO BUY VS HOLD AT JEFFERIES
*TELIASONERA RAISED TO BUY VS NEUTRAL AT GOLDMAN

>>> Down
*DEVRO CUT TO NEUTRAL VS BUY AT GOLDMAN
*HAYS CUT TO HOLD AT JEFFERIES
*HERITAGE OIL CUT TO NEUTRAL VS BUY AT UBS
*KAZAKHMYS CUT TO UNDERPERFORM AT MACQUARIE
*MICHAEL PAGE CUT TO HOLD VS BUY AT JEFFERIES
*RANDSTAD CUT TO HOLD VS BUY AT JEFFERIES
*STHREE CUT TO HOLD VS BUY AT JEFFERIES

>>> PT Changes
*Jeronimo Martins PT Cut to EU16 vs EU16.3 at Raymond James
*SORIN PT RAISED TO EU2.65 VS EU2.5 AT BERENBERG; KEPT AT BUY

>>> Initiation
*CINEWORLD RESUMED OVERWEIGHT AT JPMORGAN, NEW PT 400P
*CONYGAR INVESTMENT RATED NEW BUY AT LIBERUM, PT 204P
*FLYBE RATED NEW HOLD AT CANTOR; PT 160P
*GULF MARINE SERVICES RATED NEW NEUTRAL AT JPMORGAN; PT 165P

>>> Call
>> Stock
*BARCLAYS ADDED TO MOST PREFERRED BANKS AT UBS
*DEUTSCHE BANK ADDED TO LEAST PREFERRED BANKS AT UBS

RTR - publicis Omnicom

Rivals poach Publicis, Omnicom clients, staff as merger faces snags

LONDON/NEW YORK/PARIS (Reuters) - Publicis and Omnicom have lost more than $1.5 billion of client work in recent weeks and face a fight to retain billions more, including a huge Samsung contract, just as the two advertising firms struggle to keep their merger on track.

When the world's second and third-largest ad groups announced a merger last July, it sparked talk from rivals, led by Martin Sorrell, the boss of current leader London-based WPP, that the U.S. and French firms could lose clients and talented staff as a result.

Now, with the deal's closing delayed at least six months because of regulatory issues, and relations so tense between the two that they haven't been able to solve a seven-month dispute over who becomes new finance chief, Sorrell has been boasting about being successful in winning business from them and poaching their staff.

Several large contracts, including Vodafone's $1 billion global media and buying account, moved hands from Omnicom to WPP in April.

On Wednesday, Microsoft announced it was moving its multibillion-dollar ad and media business from Publicis and WPP to Japan's Dentsu Aegis and U.S. Interpublic. Others to move away from Publicis or Omnicom in recent weeks include food maker Danone, pharma group GSK, electronics firm Sony, and retailer Marks & Spencer.

In the ad business, accounts do change hands quite regularly - in the case of some companies every few years - and there are often reviews and pitches for the business when contracts come to the end of their terms. Also, none of the clients who have jumped ship have publicly blamed the merger.

Omnicom CFO Randall Weisenburger noted on an earnings call last week that swings in the business, such as the Vodafone loss, are quite normal. "Each quarter you get one or two big wins or one or two big losses," he said.

And the wins are not all in WPP's favor. Publicis prevailed against WPP on a contract with food company ConAgra in February and its BBH agency expanded its role with British Airways at the expense of WPP's Ogilvy in March.

Nevertheless Publicis and Omnicom face the unenviable task of defending contracts, including the multibillion dollar account of tech giant Samsung and the U.S. account of the leading brewer Anheuser-Busch InBev, maker of Budweiser beer, amid questions about whether the merger plan will fall apart.

Among any client's biggest concerns will be whether they get the attention and quality of service they want from staff and management who will be wondering if the merger will happen and what lies ahead for them whether it goes ahead or not. Critical is whether there will be changes in the ad agency teams they work with, consultants, analysts, and rival ad executives said.

"There is more than $4 billion in review for the combined company counting major accounts like Samsung that could change hands," Pivotal Research analyst Brian Wieser said.

"Publicis and Omnicom lost contracts worth $1.5 billion from four accounts in one week in April," he said. "It's somewhat bad luck on timing, but does raise some questions as to if it's more than bad luck."

CHAMPAGNE TOASTS

As they feted the deal signing with champagne in Paris last summer, Omnicom CEO 's John Wren and Publicis' CEO Maurice Levy said their "merger of equals" would enable them to better compete with the likes of Google and Facebook who dominate the digital ad space, which accounts for nearly a quarter of global marketing spend.

Greater scale was supposed to give the new group better bargaining power in buying space for ads on TV, the web, and print at a time when many global brands are looking to cut costs on advertising.

But uncertainty over the deal grew last week after the two CEOs gave different reasons for the closing's delay.

The deal still requires various regulatory approvals, including antitrust approval in China, and agreement from European authorities to a structure that would see the merged company have its domicile in the Netherlands and tax residency in the UK.

The two sides are also locked in a dispute over who should be chief financial officer. Whoever takes the CFO role will determine how the new company will operate, hewing either to Publicis' centralized structure or Omnicom's less controlling approach to subsidiaries.

Still, some experts said that the merger of the two holding companies wasn't a big issue for many clients.

Judy Neer, president and CEO of Pile and Company, a consulting firm that helps companies with their marketing relationships, said many of her clients weren't concerned about the merger provided it didn't impact the specific ad agency subsidiaries they deal with.

One insider at Omnicom acknowledged that the deal had not been useful as a tool to recruit clients, but nor were clients citing it as a reason for reviewing contracts either.

A person familiar with the thinking of one big consumer brand which recently moved its global account from Publicis to WPP said it had not been put off by the merger, but that WPP had offered more attractive and efficient terms.

Another person at a multinational which recently moved its media buying account from Omnicom to WPP, said Omnicom had in recent months failed to maintain the relationship, that WPP was better in certain areas including digital, and that the company couldn't see the benefits to the Omnicom-Publicis merger.

"No one explained what synergies were in it for us," the person said.

POACHING TALENT

One of the biggest accounts to come up for grabs in recent years is the creative, digital and media business of Samsung Electronics. Starcom MediaVest Group and Leo Burnett, units of Publicis, currently have much of the work with other agencies doing parts.

According to Ad Age, Samsung spent $4.35 billion on advertising in 2012. Exane BNP analyst Charles Bedouelle said the account could be worth around 2 percent of Publicis revenues and said the review indicates how big companies are consolidating their work across countries and sectors as they look to save on costs. "WPP excels at this game," he said citing the firm's size and structure.

Other battlegrounds expected include Spain's Telefonica, which is reviewing some $300 million in advertising contracts, most of which are now with Publicis.

WPP had the highest rate of comparable revenue growth of the big four agencies in the first quarter, with the fourth-largest IPG in second place, Omnicom third and Publicis fourth.

Retaining talent is also a worry for Publicis and Omnicom.

WPP's Sorrell has said that for every one member of staff he has lost to the merging group, his firm has attracted four in return. Both IPG boss Michael Roth and Yannick Bollore, head of the fifth-biggest ad group Havas, said they had seen opportunities to lure staff away from the two. Havas recently won an account from Gulf airline Emirates from Publicis.

"Six months ago or four months ago, I was receiving resumes from young executives," Bollore told an analyst conference call on March 20. "Now for the last two or three weeks, I don't know if something happened inside Publicis-Omnicom, but I'm starting to receive some resumes from very high senior managers."

Still Omnicom's Wren said on the firm's earnings call last week that its talent base is "very stable" and pointed to a recent big hire: Peter Sherman, Omnicom's new executive vice president, who left WPP'S JWT Worldwide.

>>> Asia Update

Asian Market Update: China PMI rises for the 2nd month; Australia manufacturing remains in contraction


***Economic Data***
- (CN) CHINA APR MANUFACTURING PMI: 50.4 V 50.5E (3-month high; 2nd consecutive rise)
- (AU) AUSTRALIA APR AIG PERFORMANCE OF MANUFACTURING INDEX: 44.8 (9-month low; 6th month in contraction) V 47.9 PRIOR
- (AU) AUSTRALIA Q1 IMPORT PRICE INDEX Q/Q: 3.2% V 1.8%E; EXPORT PRICE INDEX Q/Q: 3.6% V 1.5%E
- (AU) AUSTRALIA APR RPDATA/RISMARK HOUSE PRICE INDEX: 0.3% V 2.3% PRIOR
- (KR) SOUTH KOREA APR CPI M/M: 0.1% V 0.1%E; Y/Y: 1.5% V 1.5%E (18th month below 2.5-3.5% target band); CORE CPI Y/Y: 2.3% V 2.1% PRIOR
- (KR) SOUTH KOREA APR TRADE BALANCE: $4.5B V $4.3BE

Market Snapshot (as of 03:30 GMT):
- Nikkei225 +0.7%, S&P/ASX -0.8%, Kospi closed, Shanghai Composite closed, Hang Seng closed, Jun S&P500 flat at 1,878, Jun gold -0.5% at $1,289, Jun crude oil -0.1% at $99.67/brl

***Highlights/Observations/Insights***
- The start of Labor Day holiday weekend across much of the far east has kept market volatility to a minimum. China govt put out its official manufacturing PMI just shy of the consensus estimate. Despite the miss, the headline figure marked a 3-month high and a 2nd consecutive month of improvement, even as the most closely tracked subindex of New Export Orders (gauge of external demand) fell into a contraction. Employment component remained unchanged at 48.3, while backlog and inventories recovered slightly. Earlier, China Premier Li warned the govt may need to take more measures just to meet the official target for trade growth in 2014, even though the govt has previously denied speculation it would announce significant fiscal steps. Shanghai Composite index is closed until Monday.

- In Australia, AiG Manufacturing PMI remained in contraction for the 6th consecutive month, and the April decline only deepened further. AiG said "conditions remain extremely difficult in the manufacturing export markets", even though inventories subindex nearly returned to stabilisation. Employment subindex - the most telling of the AiG components - contracted at a faster pace. AUD/USD was little moved by either the China PMI or the AiG manufacturing index, unable to sustain its upward momentum after a brief breach of the $0.93 handle.

- ANZ Bank shares fell nearly 2% after posting H1 results despite a 15% rise in net profit. Net interest margins shrunk by 9bps to 2.15% and common tier 1 ratio fell 15bps to 8.33% from H2 levels, while ROE was flat on the year. On a conference call, CEO Smith said he expects a 10% decline in loss provision for the FY as non-performing loans trend continues to improve, and also forecasted capital ratio to recover to 8.5-9.0% range.

- USD/JPY pair traded in a 20pip range around ¥102.20, despite another nudge by Japan PM Abe's influentiel economic adviser Hamada toward more easing if the impact of higher sales tax becomes more pronounced. Upbeat policy statement by the Fed and another $10B in monthly taper did little to fix the overnight damage by the BOJ and its Gov Kuroda, whose neutral remarks continued to detract from market expectations of more easing this summer.

***Fixed Income/Commodities/Currencies***
- GLD: SPDR Gold Trust ETF daily holdings fall 4.2 tonnes to 787.9 tonnes (lowest since Jan 2009)

***Equities***
US markets:
- WTW: Reports Q1 $0.31 (adj) v $0.09e, R$409.4M v $399Me; +11.9% afterhours
- TMUS: Strength attributed to reports of another impending approach by Sprint; Held meetings with banks regarding potential loan package - financial press; +9.3% afterhours
- FLTX: Reports Q1 $0.19 v $0.16e, R$51.9M v $52.3Me; +3.6% afterhours
- FLEX: Reports Q4 $0.24 adj v $0.21e, R$6.72B v $6.09Be; +3.5% afterhours
- ARO: Reaffirms Q1 -$0.75 to -$0.70 v -$0.72e; will cut 100 jobs and will exit mall based locations; +3.4% afterhours
- WDC: Reports Q3 $1.94 v $1.88e, R$3.70B v $3.73Be; Guides Q4 $1.65-1.75 v $1.90e, R$3.5-3.6B v $3.7Be - conf call comments; -1.6% afterhours
- MET: Reports Q1 $1.37 v $1.40e, R$17.1B v $17.5Be; -2.5% afterhours
- TEX: Reports Q1 $0.28 v $0.34e, R$1.65B v $1.70Be; reiterates FY14 guidance; -3.0% afterhours
- BYD: Reports Q1 -$0.04(adj) v $0.00e, R$708M v $718Me; -3.5% afterhours
- JDSU: Reports Q3 $0.10 v $0.11e, R$418M v $432Me; -6.0% afterhours
- ARAY: Signs Three-Year Contract with Novation; Gains Access to Over 2,500 Member Hospitals for the CyberKnife M6 and TomoTherapy H Series; -6.6% afterhours

Notable movers by sector:
- Consumer Discretionary: Japan Airlines Corp 9201.JP -1.5% (FY13/14 results); Start Today 3092.JP +16.0% (FY13/14 results)
- Consumer staples: Yamazaki Baking 2212.JP -6.3% (Q1 results)
- Financials: ANZ Bank ANZ.AU -1.6% (H1 results); Nomura Holdings 8604.JP +6.5% (FY13/14 results; repurchase plan)
- Technology: Seiko Epson Corp 6724.JP +15.9% (FY13/14 results)

WSJ : Alibaba in Talks to Reclaim Stake in Alipay Payments U

Alibaba in Talks to Reclaim Stake in Alipay Payments Unit

As IPO Nears, E-Commerce Giant in Talks With Spinoff About Reacquiring a Stake

Chinese e-commerce giant Alibaba Group Holding Ltd. is in discussions with its major shareholders to reclaim a formal stake in its strategically important online-payment affiliate, said people familiar with the matter.

A stake in the affiliate, called Alipay, could significantly raise the future value of Alibaba, now preparing an initial public offering already expected to be one of the largest in U.S. history. However, even if an agreement over Alipay is reached, it isn't expected to take effect before the IPO, the people said, and would face regulatory review in China.

Alipay is central to Alibaba's operations, processing its e-commerce payments similar to the way PayPal handles transactions for eBay Inc. EBAY -4.97% It has also jumped into financial services, and now controls China's largest money-market fund, with assets of $87 billion.

The Alibaba-Alipay relationship has been controversial, and demonstrates an often interconnected web of Chinese corporate ownership.

Alibaba founder Jack Ma separated Alipay from the group in 2011, saying the spinoff was necessary for Alipay to obtain a license to continue its business under then-new Chinese government regulations.

The move prompted large Alibaba investor Yahoo Inc. YHOO +0.33% to complain it wasn't made aware of the transfer of Alipay until after it was enacted. Some investors were angry that the shift devalued their holdings.

Alibaba said at the time that its board, on which Yahoo co-founder Jerry Yang held a seat, had previously discussed the possibility of such a spinoff. The two firms, and another major investor SoftBank Corp., later reached an agreement over terms of the separation.

Today, Alipay is controlled by a parent company in which Mr. Ma holds a 46% stake. Other Alibaba co-founders also hold stakes in Alipay's parent company. That parent company also owns the unit that operates Alipay's money-market fund, Yu'E Bao.

SoftBank, a Japanese Internet and mobile service company, has an about 37% stake in Alibaba Group. Yahoo, its second-largest shareholder, owns 24% and Mr. Ma owns roughly 7%.

Following the 2011 spinoff, Alipay and Alibaba agreed that Alibaba would be paid between $2 billion and $6 billion if Alipay were to go public. Their agreement also sought to ensure that Alipay didn't try to overcharge Alibaba for its payment services. The direct ownership structure under discussion would replace that framework agreement.

One scenario being discussed with a major shareholder would have Alibaba taking a one-third stake in Alipay, said one of the people familiar with the talks.

Changing the ownership structure is "still only a concept at this point, and there is no timeline," another person familiar with the discussions said.

The Alipay ownership discussions come as Alibaba is gearing up for an IPO late this summer that could raise more than $20 billion. With such a huge supply of shares potentially coming to market, the company must drum up significant interest among investors if it wants to sell those shares at a high price.

The possibility of direct ownership in Alipay could add to investor excitement, enabling Alibaba's future shareholders to benefit from Alipay's growth, especially in its payment services for non-Alibaba clients and in its financial services. Alipay doesn't disclose its profit or revenue.

Changing the ownership structure could address lingering corporate governance concerns stemming from the 2011 spinoff. That episode offered a reminder of the risks of investing in China, where companies often have to shift direction at Beijing's behest and where foreign investors have little recourse.

It might also soothe investors' concerns about potential conflicts of interest, since Mr. Ma's stake in the company that controls Alipay is much bigger than his roughly 7% interest in Alibaba.

Alibaba's value derives primarily from its ownership of China's leading online shopping destinations Taobao and Tmall, which together account for about 80% of the Chinese consumer e-commerce market, according to analysts. Those two sites generate most of Alibaba's sales, which grew 62% to $8 billion in 2013, from $4.9 billion in 2012.

Bernstein Research analyst Carlos Kirjner estimates Alibaba is worth between $240 billion and $250 billion, and that estimate includes just $6 billion for Alipay, reflecting the potential payout to Alibaba if the ownership structure isn't revised and Alipay eventually lists on its own. Bankers have struggled to value the payments unit since its financial results aren't disclosed and Alibaba has no direct ownership.

RTR - Merck explores $15 billion-plus drug portfolio sale

Merck explores $15 billion-plus drug portfolio sale - sources

NEW YORK/LONDON (Reuters) - Merck & Co Inc (MRK.N) is considering selling a big portfolio of mature drugs that could fetch more than $15 billion, according to people familiar with the matter, as the U.S. drugmaker continues to streamline businesses to focus on high-growth areas.

Merck, which is also in the process of selling its $14 billion consumer healthcare unit, is working with an investment bank on the potential sale of the off-patent drugs, which could draw interest from generic drugmakers, the people said.

Merck's off-patent drugs are called "diversified brands" and many are sold in emerging markets.

The sale processes underscore efforts by large drugmakers to shed smaller divisions they view as non-core so they can better focus on their mainstay products. They have shown new willingness to consider large asset swaps with rivals to exit weaker businesses and bolster core areas where they are already top players.

Sanofi SA (SASY.PA), being advised by Evercore Partners Inc (EVR.N), is also in the market with its aging drug portfolio, which could fetch between $7 billion and $8 billion, Reuters reported on Tuesday.

Representatives for Merck declined to comment. The sources asked not to be named because the matter is not public.

Both Merck and Sanofi have an extensive line-up of older products that could be carved out, following similar moves now under way at Pfizer Inc (PFE.N) and GlaxoSmithKline Plc (GSK.L) to place older products in separate divisions.

Pfizer announced last year it planned to separate its business into three units - innovative pharmaceuticals; vaccines, oncology and consumer health; and established products. The U.S. group has not ruled out a full breakup.

GSK is starting down a similar path, and CEO Andrew Witty said on Wednesday that he would consider single products or broader divestiture of its established drugs.

>>> US Close Dow+0,28% S&P+0,30% Nasdaq+0,27%

Closing Market Summary: Stocks and Bonds Climb While Fed Tapers Again

Equity indices spent some time on either side of their respective flat lines on Wednesday, but when the dust settled, they ended with modest gains. The Dow Jones Industrial Average, S&P 500, and Nasdaq all added 0.3%, with the Dow registering a new record closing high at 16,580.84, which represented its first green close for the year.

Today's session featured another heavy dose of earnings and a full slate of economic data. Prior to the open, index futures jumped in reaction to a better-than-expected ADP Employment report, but promptly surrendered those gains when it was reported that GDP increased a puny 0.1% in the first quarter (consensus 1.0%).

The disappointing report ensured a lower start for the major averages, but they only took one more step down before forging a rebound on the back of the industrial sector (+0.5%), which drew strength from transports. The Dow Jones Transportation Average jumped 0.7%, bolstered by above-consensus earnings reported by C.H. Robinson (CHRW 58.90, +2.91).

The S&P 500 and Dow were able to reclaim their flat lines within the first hour of action, while the Nasdaq remained in the red a bit longer as biotechnology and high-beta tech names weighed.

After clawing back to unchanged, the key indices maintained narrow ranges until the Federal Open Market Committee released its latest policy statement, which called for another $10 billion reduction to monthly asset purchases, lowering the total to $45 billion.

There were few changes overall in the language the FOMC used to communicate its stance. One switch came in the opening sentence as the committee acknowledged that growth in economic activity has picked up recently, after having slowed sharply during the winter in part because of adverse weather conditions. In March, the directive stated that "growth in economic activity slowed during the winter months, in part reflecting adverse weather conditions."

What that opening sentence, and the decision to cut another $10 billion from its monthly asset purchases implied, was that the FOMC is clearly expecting pent-up demand to shine through in the second quarter and to overshadow the feeble 0.1% GDP growth rate for the first quarter.

In any event, equity indices gyrated a bit following the release, but climbed to new session highs into the close. The late-afternoon move allowed the Nasdaq to catch up to its peers, while also giving a boost to biotechnology. The iShares Nasdaq Biotechnology ETF (IBB 230.25, +1.16) gained 0.5%, while the broader health care sector (+0.1%) underperformed amid weakness in Express Scripts (ESRX 66.58, -4.43) after the company reported disappointing quarterly results.

The post-FOMC move also lifted some of the high-beta tech names off their lows, but shares of Twitter (TWTR 38.97, -3.65) still finished at a new all-time low after reporting its quarterly results. The stock tumbled 8.6% after Twitter's disappointing user growth overshadowed its above-consensus earnings.

On the downside, the energy sector (-0.01%) ended just below its flat line, but still finished April ahead of the remaining nine groups with a gain of 5.1%.

Treasuries retreated overnight, but reversed course following this morning's GDP report. The 10-yr note advanced 12 ticks, pressuring its yield four basis points to 2.65%.

Boosted by month-end flows, trading volume was above average as 892 million shares changed hands at the NYSE floor.

Reviewing today's data:

* The ADP Employment report indicated that employment in the nonfarm private business sector rose by 220K in April, which was above the increase of 215K expected by the consensus.  * Q1 GDP increased 0.1% quarter-over-quarter, which represented the lowest quarterly increase since GDP rose by the same amount in Q4 2012. The consensus expected GDP to increase 1.0%. Many analysts over the last couple months have theorized that the softness in the first quarter is the result of extreme winter weather conditions. In our opinion, economic growth has tended to slow during the first half of the year for the past several years. The slowdown in Q1 2014 was not extraordinary and we do not expect a snap back from pent up demand to occur immediately in Q2 2014.  * Manufacturing activities in the Chicago region rebounded in April as the Chicago PMI jumped to 63.0 from 55.9 that was reported in March. That was the strongest reading since the index reached 66.6 in October. The consensus expected the PMI to increase to 56.5. The increase in the Chicago PMI was predicated on a large boom in production. The production index jumped to 70.5 in April from 61.7 in March. More importantly, a solid increase in order backlogs (54.9 from 50.4) is likely to keep upward pressure on production growth over the next few months.  * The weekly MBA Mortgage Index fell 5.9% to follow last week's decline of 3.2%. 

Tomorrow, the Challenger Job Cuts report for April will be released at 7:30 ET, while weekly initial claims, March Personal Income, PersonalSpending, and core PCE Prices will all be reported at 8:30 ET. March Construction Spending and the April ISM Index will both be released at 10:00 ET, while auto and truck makers will be reporting their April sales throughout the day.

* S&P 500 +1.9% YTD  * Dow Jones Industrial Average +0.03% YTD  * Nasdaq Composite -1.5% YTD  * Russell 2000 -2.9% YTD