>>> Joseph A Bank Clothiers Inc Rejects $55/shr offer from Mens' Wearhouse


Joseph A Bank Clothiers Inc Rejects $55/shr offer from Mens' Wearhouse
- Unanimously rejected the proposal made by Men's Wearhouse. The Company's Board of Directors concluded that the price proposed by Men's Wearhouse significantly undervalued the Company and its near and long-term potential and was not in the best interest of the Company's shareholders. Further, as the Company has said previously, it is reviewing all alternatives regarding potential strategic acquisition opportunities that would enable the Company to drive significant value for shareholders.

**Reminder: on 11/26 MW proposes to acquire JOSB at $55/shr; valued at $1.2B

>>> US Gapping up:

Gapping up:

M&A news: VTNC +8.5% (VTNC receives offer of $6.50 per share from Transforce), DRCO +2.76% (to be acquired by Engility (EGL) for $11.50 per share in cash; expected to be accretive to EGL's 2014 earnings and significantly accretive to 2015 earnings and beyond)

Other news: ARIA +12.75% (Co said Friday it does not anticipate an Advisory Committee meeting for Iclusig), UTHR +5.78% (announced FDA approved Orenitram (treprostinil) Extended-Release Tablets for the treatment of pulmonary arterial hypertension), SCMP +4.97% (reports results from Phase 2a study of intravenous ion channel activator for lumbar spinal stenosis; statistically significant improvement observed in visual analog scale pain), AAPL +3.82% (Apple and China Mobile (CHL) confirmed they have entered into a multi-year iPhone agreement beginning Jan 17), DRI +3.74% (Starboard discloses 5.6% active stake in 13D filing), BWEN +3.11% (announced new tower orders from Siemens (SI); Since the start of 2013, Broadwind has recorded $389 million in new tower orders), IRBT +2.85% (still checking), GGB +2.55% (still checking), VFC +2.53% (still checking), SRPT +2.3% (still checking), ESLT +2.26% (awarded options and risk reduction activities under extant contract valued at ~ $229 mln to supply additional battle management systems to the Australian Defence Forces), JBL +2.23% (up on AAPL/CHL), DDD +2.23% (still checking), CHL +2.17% (Apple and China Mobile confirmed they have entered into a multi-year iPhone agreement beginning Jan 17), HIMX +1.93% (potentially on AAPL/CHL deal), CUK +1.82% (still checking), FIVE +1.67% (still checking), CCL +1.42% (still checking)

Analyst comments: SKUL +4.3% ( upgraded to Buy from Neutral at ROTH Capital), LPSN +2.91% (upgraded to Buy at The Benchmark Company; tgt $17 ),

>>> Darden Restaurants: Starboard discloses 5.6% active stake in 13D filing

Darden Restaurants: Starboard discloses 5.6% active stake in 13D filing

Starboard Value LP, together with its affiliates ("Starboard"), invested in the Issuer based on Starboard's belief that the Issuer is deeply undervalued and represents an attractive investment opportunity. Starboard believes that opportunities exist within the control of the Issuer's management and the board of directors (the "Board") to take actions that would create significant value for the benefit of all shareholders. Starboard has conducted extensive research on the Issuer and has reviewed the plan presented to shareholders on December 19, 2013, including the proposed separation of the Issuer's Red Lobster business. Starboard has also reviewed the Issuer's second quarter fiscal year 2014 financial results. Starboard believes that the plan outlined by management falls significantly short of the actions required to maximize shareholder value. Further, Starboard is disappointed with the continued poor financial performance of the Issuer. Starboard intends to closely monitor developments at the Issuer and engage in discussions with the Issuer, including discussions with members of management and the Board, as well as with other shareholders and interested parties. Starboard may make recommendations regarding corporate strategy, capital allocation, financial performance, and Board composition. Specifically, Starboard believes there is a significant opportunity to dramatically improve the operating performance at the Issuer, as well as opportunities to realize substantial value from the Issuer's real estate holdings and to explore other strategic options available to the Issuer to maximize shareholder value, including alternative business sale or separation transactions.

>>> Eagle Rock Energy Midstream Business to be acquired by Regency Energy for $1

Eagle Rock Energy Partners Ltd Midstream Business to be acquired by Regency Energy Partners for $1.3B; RGP expects that this acquisition will be accretive to distributable cash flow per common unit on a pro forma basis
- midstream assets include approximately 8,100 miles of gathering pipeline and over 800 MMcf/d of processing plants and its cash flows are supported by large, long-term acreage dedications. The combined system is expected to provide significant synergies, increase efficiencies on Regencys current system, and enhance services for its customers.
- Regency management expects to recommend to its board of directors distribution increases that would represent a growth rate of 6-8% for full-year 2014. The recommended increases are subject to board approval based on Regencys future operating results, including the performance of the acquired business.
- Eagle Rock acquisition is expected to close in the second quarter of 2014
- xpects to finance the acquisition by issuing $200 million of Regency common units to Eagle Rock, issuing $400 million of Regency common units to Energy Transfer Equity, L.P. (NYSE: ETE); and the assumption and like-kind exchange of up to $550 million of outstanding Eagle Rock senior notes into Regency senior notes

>>> US Early pre-market gappers

Early pre-market gappers

Gapping up:

ARIA 8.8%, ASTC 6.23%, UTHR 5.78%, SCMP 4.97%, AMRN 4.76%, SKUL 4.30%, AAPL 3.82%, DRI 3.74%, BWEN 3.11%, LPSN 2.91%, IRBT 2.85%, DRCO 2.76%, CAMP 2.58%, GGB 2.55%, VFC 2.53%, SRPT 2.30%, ESLT 2.26%, STM 2.24%, JBL 2.23%, DDD 2.23%, HIMX 1.93%, GLW 1.84%, CUK 1.82%, PFE 1.69%, FIVE 1.67%, CHL 2.17%, CCL 1.42%, TSLA 1.22%

Gapping down:

TSEM -6.31%, HUM -5.08%, NBG -5.02%, TI -1.98%, TIF -1.90%, SID -1.53%, MU -1.22%, SNY -1.18%, GOLD -0.65%, SDRL -0.59%, GLD -0.53%, TGT -0.51%

WSJ : McKesson Can't Escape Elliott Pressure

McKesson Can't Escape Elliott Pressure

Investors Should Take Elliott's Resistance Seriously

McKesson is being asked to stick or twist.

Activist investor Elliott said again Monday that the U.S. pharmaceutical wholesaler's €23-a-share offer for German drug distributor Celesio CLS1.XE -0.48% "substantially undervalues" the company. With an interest of 25% in Celesio, the hedge fund's stance imperils the deal, which has a 75% acceptance threshold.

Elliott is well known for playing the German takeover system to its advantage. But investors shouldn't assume the hedge fund is bluffing.

Under German rules, those who don't tender into a successful takeover offer usually end up in a court process to determine a fair price. Holdouts are paid a fixed dividend, offering an attractive bond-like return. An option to sell to the buyer, at a predetermined price, limits potential losses. Then there is the hope that the judge orders the buyer to pay a few extra euros, albeit after a process that can take several years.
Elliott has form in playing the "back end," as the trade is known. Recent deals, such as Vodafone's bid for Kabel Deutschland , have highlighted the money to be made endangering deal approval. So, runs one argument, Elliott may be trying to scare others into accepting McKesson's offer so that the deal doesn't collapse, leaving the hedge fund free to pursue its preferred result in the courts.
It is unusual for the hedge fund to oppose a deal in so public a manner; backing down now would dent its reputation. Meanwhile, the Celesio deal already faces a challenge in getting approved thanks to the company's convertible bonds, equivalent to 15% of the company. While Celesio shares would likely plummet should the deal fail, the bonds should be more resilient. That means holders—including Elliott—already have good reason to hold out for a possible court process.
McKesson may yet increase its offer, which valued Celesio at €6.1 billion including debt. Celesio's profits have been shrinking, hurt by price competition and European austerity. So paying close to the valuation Walgreen shelled out for Alliance Boots last year already seemed more than fair. But, as its rivals consolidate, McKesson might feel that it needs a foothold in Europe and increased scale to compete.
Celesio shares, which are still trading close to the offer price, are a bet that McKesson, not Elliott, will blink first.

WSJ : McKesson is being asked to stick or twist.

McKesson is being asked to stick or twist.

Activist investor Elliott said again Monday that the U.S. pharmaceutical wholesaler's €23-a-share offer for German drug distributor Celesio CLS1.XE -0.48% "substantially undervalues" the company. With an interest of 25% in Celesio, the hedge fund's stance imperils the deal, which has a 75% acceptance threshold.

Elliott is well known for playing the German takeover system to its advantage. But investors shouldn't assume the hedge fund is bluffing.

Under German rules, those who don't tender into a successful takeover offer usually end up in a court process to determine a fair price. Holdouts are paid a fixed dividend, offering an attractive bond-like return. An option to sell to the buyer, at a predetermined price, limits potential losses. Then there is the hope that the judge orders the buyer to pay a few extra euros, albeit after a process that can take several years.
Elliott has form in playing the "back end," as the trade is known. Recent deals, such as Vodafone's bid for Kabel Deutschland , have highlighted the money to be made endangering deal approval. So, runs one argument, Elliott may be trying to scare others into accepting McKesson's offer so that the deal doesn't collapse, leaving the hedge fund free to pursue its preferred result in the courts.
It is unusual for the hedge fund to oppose a deal in so public a manner; backing down now would dent its reputation. Meanwhile, the Celesio deal already faces a challenge in getting approved thanks to the company's convertible bonds, equivalent to 15% of the company. While Celesio shares would likely plummet should the deal fail, the bonds should be more resilient. That means holders—including Elliott—already have good reason to hold out for a possible court process.
McKesson may yet increase its offer, which valued Celesio at €6.1 billion including debt. Celesio's profits have been shrinking, hurt by price competition and European austerity. So paying close to the valuation Walgreen shelled out for Alliance Boots last year already seemed more than fair. But, as its rivals consolidate, McKesson might feel that it needs a foothold in Europe and increased scale to compete.
Celesio shares, which are still trading close to the offer price, are a bet that McKesson, not Elliott, will blink first.

(Telegraph) Shell to sell off £18bn in assets after profits tumble

Shell to sell off £18bn in assets after profits tumble
Oil giant is to start a sale of up to $30bn (£18bn) of assets next year after weak refining margins and oil theft in Nigeria caused a sharp fall in profits
Oil giant Shell is to start a sale of up to $30bn (£18bn) of assets next year after weak refining margins and oil theft in Nigeria caused a sharp fall in profits, it can be disclosed.
Assets on the chopping block include a $7bn stake in Woodside Petroleum, Australia’s second largest oil and gas producer; oil assets in the Niger Delta worth $2bn; and other assets totalling $20bn, according to oil and gas analysts from JP Morgan Cazenove.
Last month, Peter Voser, Shell’s chief executive, said: “We are entering into a divestment phase like we had a few years ago.”
According to Fred Lucas, of JP Morgan Cazenove, Shell’s guidance for capital spending implies at least $15bn in asset sales during the next two years. “Yet without too much thought to portfolio stress, we can isolate almost double that figure of potentially non-core assets in Shell’s global portfolio,” he added.
The $30bn disposal plan could be unveiled as early as next month and would be the largest in the Anglo-Dutch oil group’s history, representing 17pc of the FTSE 100 company’s $178bn net assets.
“We are facing headwinds from weak industry refining margins, and the security situation in Nigeria, which continue to erode the near-term outlook,” said Mr Voser when he reported in October that third-quarter pre-tax profits had slumped by 31pc to £2.56bn. Results took a $300m hit due to the “deteriorating security situation” in Nigeria and a blockade there.
But Shell has also come under pressure from investors this year, as capital investment increased while the shares underperformed.
The shares fell the most in two years on October 31 when Shell said net spending had risen this year because of acquisitions and higher costs at projects. Mr Voser said that the five-year $130bn investment plan will peak this year.
Mr Voser, a Swiss national, is to step down at the end of the year and will be succeeded in January by Shell’s Dutch refining and marketing chief, Ben van Beurden.
The company came under fire from major investors over the weekend for allegedly not treating British investors on a par with Dutch shareholders. Shell cancelled a London event last year that provided a live TV link-up to its annual meeting in the Hague, angering British-based investors.
Shell said more clarity on the asset disposals would be given in full-year results on January 30.