>>> Facebook / Whatsapp - Press Release

Facebook to acquire WhatsApp for up to USD 19bn
Facebook today announced that it has reached a definitive agreement to acquire WhatsApp, a rapidly growing cross-platform mobile messaging company, for a total of approximately USD 16bn, including USD 4bn in cash and approximately USD 12bn worth of Facebook shares. The agreement also provides for an additional USD 3bn in restricted stock units to be granted to WhatsApp’s founders and employees that will vest over four years subsequent to closing.

WhatsApp has built a leading and rapidly growing real-time mobile messaging service, with:

Over 450m people using the service each month;
70% of those people active on a given day;
Messaging volume approaching the entire global telecom SMS volume; and
Continued strong growth, currently adding more than 1m new registered users per day.
The acquisition supports Facebook and WhatsApp's shared mission to bring more connectivity and utility to the world by delivering core internet services efficiently and affordably. The combination will help accelerate growth and user engagement across both companies.

"WhatsApp is on a path to connect 1bn people. The services that reach that milestone are all incredibly valuable," said Mark Zuckerberg, Facebook founder and CEO. "I've known Jan for a long time and I'm excited to partner with him and his team to make the world more open and connected."

Jan Koum, WhatsApp co-founder and CEO, said, “WhatsApp's extremely high user engagement and rapid growth are driven by the simple, powerful and instantaneous messaging capabilities we provide. We're excited and honored to partner with Mark and Facebook as we continue to bring our product to more people around the world.”

Facebook fosters an environment where independent-minded entrepreneurs can build companies, set their own direction and focus on growth while also benefiting from Facebook’s expertise, resources and scale. This approach is working well with Instagram, and WhatsApp will operate in this manner. WhatsApp’s brand will be maintained; its headquarters will remain in Mountain View, CA; Jan Koum will join Facebook’s Board of Directors; and WhatsApp’s core messaging product and Facebook’s existing Messenger app will continue to operate as standalone applications.

Upon closing of the deal, all outstanding shares of WhatsApp capital stock and options to purchase WhatsApp capital stock will be cancelled in exchange for USD 4bn in cash and 183,865,778 shares of Facebook Class A common stock (worth USD 12bn based on the average

closing price of the six trading days preceding February 18, 2014 of USD 65.2650 per share). In addition, upon closing, Facebook will grant 45,966,444 restricted stock units to WhatsApp employees (worth USD 3bn based on the average closing price of the six trading days preceding February 18, 2014 of USD 65.2650 per share). As of February 17, 2014, Facebook had 2,551,654,996 Class A and B shares outstanding plus approximately 139m dilutive securities primarily consisting of unvested RSUs. The Class A common stock and RSUs issued to WhatsApp shareholders and employees upon closing will represent 7.9% of Facebook shares based on current shares and RSUs outstanding.

In the event of termination of the Merger Agreement under certain circumstances principally related to a failure to obtain required regulatory approvals, the Merger Agreement provides for Facebook to pay WhatsApp a fee of USD 1bn in cash and to issue to WhatsApp a number of shares of Facebook’s Class A common stock equal to USD 1bn based on the average closing price of the ten trading days preceding such termination date.

Facebook was advised by Allen & Company LLC and Weil, Gotshal & Manges LLP; and WhatsApp was advised by Morgan Stanley and Fenwick & West, LLP.

>>> Facebook To acquire WhatsApp for $16B ( FB-4% After Hours)

Facebook To acquire WhatsApp for $16B
On  February 19, 2014, Facebook, Inc. (Parent) entered into an Agreement and Plan of Merger and Reorganization (the Merger Agreement) with Rhodium Acquisition Sub II, Inc., a Delaware corporation and wholly owned (in part directly and in part indirectly) subsidiary of Parent (Acquirer), Rhodium Merger Sub, Inc., a Delaware corporation, a direct wholly owned subsidiary of Acquirer (Merger Sub), WhatsApp Inc., a Delaware corporation (WhatsApp), and Fortis Advisors LLC, as the stockholders agent. Pursuant to the terms of the Merger Agreement, Merger Sub will merge with and into WhatsApp (the First Merger), and upon consummation of the First Merger, Merger Sub will cease to exist and WhatsApp will become a wholly owned subsidiary of Acquirer. 

The surviving corporation of the First Merger will then merge with and into Acquirer, which will continue to exist as a wholly owned (in part directly and in part indirectly) subsidiary of Parent. Upon consummation (the Closing) of the transactions contemplated by the Merger Agreement (the Merger), all outstanding shares of WhatsApp capital stock and options to purchase WhatsApp capital stock will be cancelled in exchange for an aggregate of 183,865,778 shares of Parents Class A common stock (valued at $12 billion based on the average closing price of the six trading days preceding February 18, 2014 of $65.2650 per share (Specified Price)) and $4 billion in cash to existing WhatsApp securityholders, subject to certain adjustments such that the cash paid will comprise at least 25% of the aggregate transaction consideration. In addition, upon Closing, Parent will grant 45,966,444 restricted stock units to WhatsApp employees (valued at $3 billion based on the Specified Price). 

The Merger Agreement contains customary representations, warranties and covenants by Parent and WhatsApp. A portion of the aggregate consideration will be held in escrow to secure the indemnification obligations of the WhatsApp securityholders. The Closing of the Merger is subject to customary closing conditions, including regulatory approvals. The Merger is anticipated to close later in 2014. Upon Closing, Jan Koum, WhatsApps co-founder and CEO, will become a member of Parents board of directors. In addition, Parent has agreed to file a Registration Statement on Form S-3 covering the resale of the shares of the Companys Class A common stock to be issued to the stockholders of WhatsApp. 

Either Acquirer or WhatsApp may terminate the Merger Agreement if the Closing has not occurred on or before August 19, 2014 (or August 19, 2015 if, as of August 19, 2014, all closing conditions have been completed except for the receipt of certain regulatory approvals). In the event of termination of the Merger Agreement, under certain circumstances principally related to a failure to obtain required regulatory approvals, the Merger Agreement provides for Acquirer to pay or cause to be paid to WhatsApp a fee of $1.0 billion in cash and to issue to WhatsApp a number of shares of Parents Class A common stock equal to $1.0 billion (based on the average closing price of the ten trading days preceding such termination date).

(BN) *FACEBOOK TO BUY WHATSAPP FOR ABOUT $16B CASH AND STOCK

 BN 02/19 22:05 *FACEBOOK PACT PROVIDES FOR ADDED $3B RESTRICTED STOCK UNITS
BFW 02/19 22:04 *FACEBOOK TO BUY WHATSAPP FOR ABOUT $16B CASH AND STOCK
 BN 02/19 22:04 *WHATSAPP CO-FOUNDER & CEO JAN KOUM TO JOIN FACEBOOK BOARD
 BN 02/19 22:04 *FACEBOOK TO GRANT WHATSAPP RESTRICTED SHRS VALUED AT $3B
 BN 02/19 22:04 *FACEBOOK TO BUY WHATSAPP FOR $16B IN CASH, STOCK
 BN 02/19 22:04 *FACEBOOK TO BUY WHATSAPP FOR ABOUT $16B CASH AND STOCK
 BN 02/19 22:03 *FACEBOOK TO BUY WHATSAPP
 BN 02/19 22:03 *FACEBOOK TERMINATION FEE UNDER WHATSAPP PACT $1B CASH, $1B SHRS
 BN 02/19 22:03 *FACEBOOK PACT HAS $3B RSU TO BE GRANTED
BFW 02/19 22:02 *FACEBOOK IN MERGER PACT WITH WHATSAPP
 BN 02/19 22:02 *WHATSAPP STOCK TO BE CANCELED IN EXCHANGE FOR $4B CASH
 BN 02/19 22:02 *WHATSAPP STOCK TO BE CANCELED IN EXCHANGE FOR $12B FB STOCK
 BN 02/19 22:01 *FACEBOOK IN MERGER PACT WITH WHATSAPP
Facebook in Merger Pact With Whatsapp
2014-02-19 22:04:03.195 GMT


By Courtney Dentch
     Feb. 19 (Bloomberg) -- Facebook says WhatsApp stock to be
canceled in exchange for $4b in cash, $12b in FB stock.

Filing: {NSN N19JSF1ATLTL <go>}

Link to Company News:{0350539Z US <Equity> CN <GO>}
Link to Company News:{FB US <Equity> CN <GO>}

For Related News and Information:
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To contact the editor responsible for this story:
Courtney Dentch at +1-212-617-8732 or
cdentch1@bloomberg.net

RTR - PSA: Brussels gives her carte blanche to the capital increase

PSA: Brussels gives her carte blanche to the capital increase

+ DOCUMENT In a letter to Pierre Moscovici, the European Competition Commissioner Joaquin Almunia said have no problem at the entrance to the state capital of PSA. For the EU executive, the injection of public money into the automaker does not constitute state aid.

Brussels can not find anything wrong with the input of the State capital of PSA. This is what emerges from a letter sent Wednesday by Joaquin Almunia, Competition Commissioner, Pierre Moscovici, including "Les Echos" received a copy (see below). The tone used by the Spanish leader clearly shows that the injection of public money into the automaker does not constitute State aid for the European executive. "There is a letter in response to a request for visibility government, not a decision in good and due form, "said Will be in Brussels.
In the letter where Joaquin Almunia gives "Dear Peter" the French Minister of Economy - they are both "comrades" socialist, even if repeated outbursts of Spanish with Arnaud Montebourg could believe otherwise - it is wrote that "the participation of the state capital increase [...] does not seem to raise any particular problems." This is underwritten by both the State and by private actor Donfeng in this case, France is therefore like any investor, according to the criteria of Brussels. The reconciliation of the bank subsidiary PSA Finance with Santander "not present either difficulty in principle" subject to certain conditions. Joaquin Almunia wants to ensure that the actor will meet the commitments made in July 2013 by the Group in exchange for public security received for its banking subsidiary.
"One time, last time"
This carte blanche implied Brussels was an imperative for the smooth running of the "Chinese plan" PSA. There is indeed an absolute principle of competition law, the "one time, last time". Clearly, a company can benefit twice in a short time a state aid. However, the French government came to the rescue of the banking subsidiary of PSA last year. It was therefore necessary that the capital injection is not perceived as an aid. The land had to be marked and this probably explains the contacts have never been cut for several months between the Commission services on the one hand, and the government supported by BDGS Associates, the firm founded by Antoine Gosset including Grainville . At the same, the Commission demonstrated that it is not necessarily the monster described by Arnaud Montebourg dogmatism. "There is a real gap between actual cases and inflammatory statements that are not based on any specific evidence" emphasizes a European source.

>>>US Notable after hours earnings movers

Notable after hours earnings movers: TSLA +12.8%, AVG +7.5%, AWAY +5.7%, HAWK -11.9%, MM -11.1%, RBCN -6.1%

Companies trading higher after hours following earnings/guidance:

TSLA +12.8%, AVG +7.5%, AWAY +5.7%, ASGN +4.3%, SWY +4%, TRN +4%, EQIX +2.5%, AMTG +2.3%, JACK +2%, LOCK +1.2%

Companies trading lower after hours following earnings/guidance:

HAWK -11.9%, MM -11.1%, RBCN -6.1%, ACHC -4.8%, GDP -3.9%, PVA -3.6%, MAR -1%, IVR -0.7%, BJRI -0.3%, ARRS -0.3%, HLS -0.2%

>>> US Close Dow-0,56% S&P-0,65% Nasdaq-0,82%

Closing Market Summary: S&P 500 Snaps Three-Day Win Streak

Equities ended on their lows with the S&P 500 snapping its three-day win streak. The benchmark index fell 0.7% while the Nasdaq (-0.8%) lagged throughout the session.

Stocks began the day with slim losses, but the Dow and S&P 500 were quick to erase the early weakness. For its part, the Nasdaq was unable to make a sustained move into the green.

The S&P 500 climbed through the first hour of action, but the rally stalled with the index less than four points shy of its all-time intraday high of 1850.84. Shortly before midday, equities slumped to lows in a move that coincided with a headline from the International Monetary Fund reminding investors that global growth remains uneven and fragile with persistent downside risks.

While the IMF headline presented a convenient excuse for the swift dive, the stock market was challenged with increasing resistance prior to the release. The Nasdaq was bouncing up against its flat line while influential sectors like consumer discretionary (-0.9%), financials (-1.2%), and industrials (-0.9%) underperformed. Once the headline hit, the earlier underperformers drove the remainder of the market lower.

Eight of ten sectors ended in the red with financials registering the largest decline. Citigroup (C 48.19, -1.19) was the weakest performer among the majors while regional banks also endured significant losses. The SPDR S&P Regional Banking ETF (KRE 37.83, -1.09) fell 2.8%.

Elsewhere, the discretionary sector slumped despite some M&A activity among luxury retailers. Signet Jewelers (SIG 93.65, +14.38) spiked 18.1% after announcing an agreement to acquire Zale (ZLC 20.92, +6.01) for $21 per share, representing a 41.0% premium to Tuesday's closing price.

Also of note, the industrial sector was pressured by transports as The Dow Jones Transportation Average saw its second day of losses. The bellwether complex lost 1.3% and finished the session down 2.3% for the week.

On the upside, energy and telecom services added 0.1% and 0.5%, respectively.

Treasuries finished on their lows (10-yr yield +2 bps at 2.73%) with the bulk of the retreat coming after the release of the FOMC minutes from the January meeting. Although the minutes did not contain any major surprises, they did indicate that some officials said there should be a ‘clear presumption' in support of continued tapering in $10 billion increments.

Participation was on the light side with 688 million shares changing hands on the floor of the New York Stock Exchange.

Today's economic data included two reports:

* Housing starts fell 16% in January, from an upwardly revised 1.048 million (from 999,000) in December to 880,000.

The consensus expected housing starts to fall to 963,000. There are some questions about how much of a role the adverse weather played in the decline. Surely the 67.7% decline in starts in the Midwest was partially weather driven. However, starts in the South, which was not that affected by the polar vortex, declined 12.5% in January.

Furthermore, the hard-hit Northeast saw starts increase 61.9% in January. Normally, an exogenous shock -- such as the weather -- would result in a sizable rebound in the next month or two. However, after looking at all of the regional data, it is difficult to state with assurance that starts will return to the 1.00 million trend that they averaged in November and December. 

* January PPI increased 0.2% after ticking up 0.1% in December. The consensus expected the PPI to increase 0.2%. The BLS reconstructed the PPI index for January. Instead of using a Stage-of-Processing method, the PPI is now calculated based on a Final

Demand-Intermediate Demand system. Beyond the typical manufacturing data, the new index also includes price trends for services, government spending, and exports. Prices of final demand goods increased 0.4% in January after increasing by the same amount in

December. Energy price growth softened, up 0.3% in January after increasing 1.5% in December. Much of the gain in the final demand goods index was due to a 2.7% increase in pharmaceutical preparations. 

Tomorrow, weekly initial claims and January CPI will be reported at 8:30 ET while January Leading Indicators and the Philadelphia Fed survey for February will both be released at 10:00 ET.

* Nasdaq Composite +2.6% YTD  * Russell 2000 -1.1% YTD  * S&P 500 -1.1% YTD  * Dow Jones Industrial Average -3.2% YTD

>>> Fed's Bullard (dove, FOMC non-voter in 2014): Still expect to see taper cont

Fed's Bullard (dove, FOMC non-voter in 2014): Still expect to see taper continue given positive economic outlook; would need significant worsening in the economy to justify any pause in the taper program - press interview
- Any additional fall in inflation would place pressures on the Fed to take action
- Sees unemployment at 6% by Q4, 2014 GDP at 3%, and inflation moving back to 2% trend
- Fall in the participation rate was largely due to demographics and somewhat benign

(BFW) Eurazeo Said to Appoint Rothschild to Explore IPO for Europcar

+------------------------------------------------------------------------------+

BN 02/19 15:47 Eurazeo Said to Appoint Rothschild to Explore IPO for Europcar

+------------------------------------------------------------------------------+

Eurazeo Said to Appoint Rothschild to Explore IPO for Europcar 2014-02-19 15:51:51.707 GMT

By Heather Burke Feb. 19 (Bloomberg) -- Eurazeo, a French investment firm, hired Rothschild to advise on a possible IPO of Europcar, Bloomberg News’s Kiel Porter and Ruth David reported, citing unidentified people with knowledge of the matter. * Considering both an IPO in France for Europcar or selling it to another company, with Hertz among the potential buyers, said 2 people, who asked not to be identified because they weren’t authorized to speak publicly * A final decision hasn’t been made, the people said.

Story Link:NSN N192JJ6JTSEF<GO>

For Related News and Information: First Word scrolling panel: FIRST<GO> First Word newswire: NH BFW<GO>

--Editor: James Ludden

To contact the reporter on this story: Heather Burke in London at +44-20-7673-2044 or hburke2@bloomberg.net

To contact the editor responsible for this story: James Ludden at +44-20-7673-2645 or jludden@bloomberg.net