>>> Apple Bernstein analyst Toni Sacconaghi on CNBC: It remains unclear what imp

Apple Bernstein analyst Toni Sacconaghi on CNBC: It remains unclear what impact the Qualcomm injunction could have
  • Bernstein analyst Toni Sacconaghi on CNBC says it remains unclear what impact the Qualcomm (QCOM) injunction could have on Apple (AAPL) in China.
  • It is a significant market for Apple but the company claims it won't impact iOS 12 devices, which means any new phones.
  • He expects consensus estimates to come down as fears of a slower cycle persist, which will continue to weigh on the stock.
  • The stock will inflect when earnings estimates stabilize or start to go up
  • Apple stock is not compelling yet at current valuation (on par with 5 year average); Mkt Perform, $210 tgt

>>> US Gapping down

Gapping down
In reaction to disappointing earnings/guidance:

  • TSM -1.5% (reports November net revenues -3.1% YoY to NT98.389 bln).

Other news:

  • AXON -26.9% (topline results of phase 2 clinical study of nelotanserin for the treatment of REM sleep behavior disorder in patients with Lewy body dementia -- primary efficacy endpoint was not met)
  • MGNX -16.9% (announces partial clinical hold on MGD009 Phase 1 Studies)
  • TVTY -6.4% (Tivity Health (TVTY) to acquire NTRI for $1.3 billion in cash and stock; transaction values NTRI at an enterprise value or $47.00/share)
  • INFY -4.4% (Sensex down 2% overnight)
  • TTM -3.6% (global wholesales at 1,04,964 in November 2018, down 7% YoY)
  • IBN -3.5% (Sensex down 2% overnight)
  • TEVA -2.2% (Washington Post report of expanded scale of investigation into generic-drug companies)

Analyst comments:

  • VC -3.8% (downgraded to Sell from Neutral at Goldman)
  • NAV -3.7% (downgraded to Sell from Neutral at Goldman)
  • GVA -2.4% (downgraded to Neutral from Buy at Goldman)
  • OSK -2.3% (downgraded to Sell from Neutral at Goldman)
  • SWKS -1.5% (downgraded to Sector Weight from Overweight at KeyBanc Capital Mkts)
  • FDX -1.2% (downgraded to Neutral from Buy at BofA/Merrill)
  • WRK -1.2% (downgraded to Neutral from Buy at Goldman)
  • CMA -0.7% (downgraded to Neutral from Buy at B. Riley FBR)
  • DVN -0.7% (downgraded to In-line from Outperform at Evercore ISI)

>>> US Gapping up

Gapping up
In reaction to strong earnings/guidance:

  • N/A.

M&A news:

  • VERI +52.4% (Apis Capital submits all-cash offer to acquire all of the outstanding shares of Veritone for $10.26 per share)
  • NTRI +27.2% (Tivity Health (TVTY) to acquire NTRI for $1.3 billion in cash and stock; transaction values NTRI at an enterprise value or $47.00/share)
  • MDRX +2% (to sell its interests in Netsmart, netting after-tax proceeds of $525 million)

Select metals/mining stocks trading higher:

  • BBL +1.8%, BHP +1.8%, AUY +1.3%, GOLD +1.2%, ABX +1.1%

Other news:

  • MRNS +25.7% (positive results from its Phase 2 clinical trials evaluating ganaxolone intravenous and oral in women with postpartum depression)
  • MITK +17.1% (ASG Technologies increases offer to $11.50 per share to acquire Mitek)
  • RARX +15.4% ( announces positive top-line results from the Phase 2 clinical trial evaluating zilucoplan for the treatment of generalized myasthenia gravis)
  • AKRX +3.5% (Akorn states that following the decision from the Supreme Court of the State of Delaware, a new CEO search is underway)
  • BG +3.2% (confirms that CEO Soren Schroder will step down)
  • LIN +2.5% (authorized a share repurchase program for up to $1.0 billion)
  • YELP +2.1% (Yelp shareholder SQN Investors said to push for Board overhaul, review of strategic alternatives; issues statement, says maintains ongoing dialogue with all shareholders and broader investment community)
  • NOK +1.6% (continued strength)
  • GILD +1.6% (appoints Daniel O'Day Chairman and CEO)

Analyst comments:

  • KTOS +10.7% (upgraded to Buy from Neutral at Goldman)
  • FIVE +0.9% (upgraded to Buy from Hold at Loop Capital)
  • X +0.7% (upgraded to Neutral from Sell at UBS)

>> US Early premarket gappers

Early premarket gappers

Gapping up:

  • KTOS +11.4%, SQM +8.3%, AEM +5.2%, BHP +2%, ASML +1.8%, LIN +1.8%, TS +1.7%, NTNX +1.7%, GOLD +1.6%, ABX +1.4%, BBL +1.4%, NOK +1.4%, AUY +1.3%, TVPT +1.2%, CCL +1%, TOT +1%, GILD +0.8%, GSK +0.7%, DB +0.7%

Gapping down:

  • NOAH -5.2%, INFY -4.4%, IBN -3.5%, GFI -2.5%, TTM -2.3%, GPRO -2.2%, IAG -1.8%, KGC -1.8%, PAAS -1.7%, SKX -1.2%, WPP -1.2%, VALE -1%, HAL -0.6%, RIG -0.6%

>>> AF signs agreement to combine with Poyry, to launch EUR 10.20 per share publ

AF signs agreement to combine with Poyry, to launch EUR 10.20 per share public offer
10 DEC 2018
AF [STO: AF-B], the Swedish engineering consultant, and Poyry [HEL:POY1V], the Finnish engineering group, have signed an agreement to combine the two companies to form a leading European engineering and consulting company.
AF will launch a recommended public cash tender offer to purchase all issued and outstanding shares in Pöyry.
The offer price is EUR 10.20 per share, to be paid fully in cash, valuing Pöyry at EUR 611m.
ÅF is advised by Skandinaviska Enskilda Banken AB (publ) (SEB Corporate Finance) as the lead financial advisor and the arranger in relation to the Tender Offer, Access Partners Oy as financial advisor, and White & Case LLP as the legal advisor.
Pöyry is advised by Advium Corporate Finance Ltd. as the financial advisor, and Hannes Snellman Attorneys Ltd as the legal advisor.

Press Release:
ÅF AB (publ) ("ÅF") and Pöyry PLC ("Pöyry") have signed an agreement (the "Combination Agreement") to combine the two companies to form a leading European engineering and consulting company. ÅF will launch a recommended public cash tender offer to purchase all issued and outstanding shares in Pöyry (the "Shares") (the "Tender Offer").
Tender Offer - summary
· The offer price is EUR 10.20 per share, to be paid fully in cash, valuing Pöyry at EUR 611m.
· The offer price represents a premium of:
- 45.7 percent compared to EUR 7.00, i.e., the closing price of the Pöyry share on Nasdaq Helsinki Ltd ("Nasdaq Helsinki") on December 7, 2018, the last trading day immediately preceding the announcement of the Tender Offer;
- 36.2 percent compared to EUR 7.49, i.e., the three-month volume-weighted average price of the Pöyry share on Nasdaq Helsinki immediately preceding the announcement of the Tender Offer; and
- 60.3 percent compared to EUR 6.36, i.e., the twelve-month volume-weighted average price of the Pöyry share on Nasdaq Helsinki immediately preceding the announcement of the Tender Offer.
· The Board of Directors of Pöyry has unanimously decided to recommend that the shareholders of Pöyry accept the Tender Offer.
· Certain large shareholders of Pöyry, i.e., Corbis S.A., Procurator-Holding Oy, Varma Mutual Pension Insurance Company, Ilmarinen Mutual Pension Insurance Company, Mariatorp Oy and Wipunen varainhallinta oy, together representing approximately 52.3 percent of the shares and votes in Pöyry, have irrevocably undertaken to accept the Tender Offer.
· ÅF will publish a tender offer document with detailed information on the Tender Offer on or about December 19, 2018.
· The offer period of the Tender Offer is expected to commence on or about December 20, 2018 and is expected to expire on or about January 31, 2019.
· The completion of the Tender Offer is subject to certain conditions to be fulfilled or waived by ÅF on or by the date of ÅF's announcement of the final result of the Tender Offer, including, among others, all necessary regulatory approvals having been received by ÅF and ÅF having obtained more than 90 percent of the Shares and voting rights carried by the Shares.
· The Tender Offer is fully financed with facilities from Skandinaviska Enskilda Banken AB (publ) ("SEB") and Svenska Handelsbanken AB (publ) ("SHB").
Combined company - summary
· The combined company will operate under the united brand ÅF-Pöyry and the businesses will be divided into five divisions, each with a strong Nordic and international presence. The combined company's combined revenue for the twelve months ended September 30, 2018 was approximately SEK 19 billion (ÅF: SEK 13.5 billion; Pöyry: EUR 553.2 million (calculated using the European Central Bank's (the "ECB") exchange rate of 10.3090 on September 30, 2018)) and it had a combined total of approximately 14,550 full-time equivalent ("FTE") employees globally on average for the nine months ended September 30, 2018.
· The combination is expected to result in significant benefits for stakeholders.
· The combined company's President and CEO will be Jonas Gustavsson, and the head office will be located in Stockholm.
· The Board of Directors of ÅF is expected to remain the same until the completion of the Tender Offer. The largest shareholder of ÅF, Stiftelsen ÅForsk ("ÅForsk"), has undertaken to support the election of Henrik Ehrnrooth, the Chairman of the Board of Directors of Pöyry, as a board member at an extraordinary general meeting of shareholders of ÅF to be convened by ÅF (the "EGM") (expected to be held on or about January 10, 2019) for a term ending at the end of the next annual general meeting of ÅF conditional upon the completion of the Tender Offer and the registration of a directed share issue described in more detail in the stock exchange release published by ÅF regarding the Tender Offer (the "Directed Share Issue"). ÅForsk has also undertaken to support the election of Henrik Ehrnrooth and one additional representative of certain large shareholders of Pöyry to the Board of Directors of ÅF at the annual general meeting in 2019 conditional upon the completion of the Tender Offer and the Directed Share Issue.
· The combined company's name is suggested to be changed to ÅF-Pöyry AB at the EGM conditional upon the completion of the Tender Offer. After the completion of the Tender Offer, ÅF's shares will continue to be listed on Nasdaq Stockholm AB ("Nasdaq Stockholm").
Advisors
ÅF is advised by Skandinaviska Enskilda Banken AB (publ) (SEB Corporate Finance) as the lead financial advisor and the arranger in relation to the Tender Offer, Access Partners Oy as financial advisor, and White & Case LLP as the legal advisor. Pöyry is advised by Advium Corporate Finance Ltd. as the financial advisor, and Hannes Snellman Attorneys Ltd as the legal advisor.

FT : Tokyo prosecutors file charges against Nissan and Ghosn

Tokyo prosecutors file charges against Nissan and Ghosn
Japanese carmaker and ex-chairman accused of understating pay

Tokyo prosecutors filed charges against Nissan and Carlos Ghosn for allegedly understating the ex-chairman’s pay in financial documents and re-arrested him on new charges in a process that could extend his detention to December 30.

The indictment on Monday came on the final day of Mr Ghosn’s 22-day detention period after he was arrested and ousted from the Japanese car group in a dramatic downfall for the 64-year-old architect of the Renault-Nissan-Mitsubishi Alliance. 

Shares in Nissan were down 2.9 per cent following the news.

Mr Ghosn and Greg Kelly, a close adviser to the former Nissan chairman and a board member at the carmaker, were re-arrested on new charges for allegedly understating Mr Ghosn’s pay by ¥4.27bn ($38m) for the last three fiscal years through to March 2018.

When prosecutors arrested Mr Ghosn on November 19, they alleged that he, with the help of Mr Kelly, had understated his pay in financial statements by ¥5bn ($44m) over five years to March 2015.

An internal investigation by Nissan, sparked by a whistleblower, separately alleged that Mr Ghosn had made personal use of company funds. 

Japan’s Securities and Exchange Surveillance Commission also said on Monday that it had asked prosecutors to press charges against Mr Ghosn and Mr Kelly for the alleged falsification of financial statements over the same five-year period.

In total, Mr Ghosn is suspected of accumulating roughly ¥9bn in deferred pay over a period of nine years.

If found guilty, he could face a penalty of up to 10 years in prison, a fine of up to ¥10m, or both. Nissan could face a fine of up to ¥700m.

Mr Ghosn’s lawyer in Tokyo, Motonari Otsuru, could not immediately be reached for comment but Mr Ghosn has previously denied to Tokyo prosecutors that he intentionally understated his pay in financial documents, according to NHK. 

Mr Kelly’s lawyer, Yoichi Kitamura, was not immediately available for comment. Mr Kitamura has said previously that Mr Kelly believed he had done nothing illegal and the disclosure of Mr Ghosn’s pay was made in consultation with external experts.

Nissan could not be immediately reached for comment. The company has previously said it was co-operating fully with the investigation by the prosecutors.

The indictment came a day after Nissan moved to prevent family members of Mr Ghosn from accessing an apartment in Rio de Janeiro, to protect what the company believed was potential evidence of misconduct by the executive.

The move is expected to add a further sense of urgency to talks to reshape the 19-year-old alliance between Renault, Nissan and Mitsubishi in the absence of the man who had been considered critical to keeping the companies together.

Before he was removed from his position at Nissan, Mr Ghosn, who remains chairman and chief executive of Renault, had been planning a merger between the French and Japanese carmakers, a move that was strongly opposed by Nissan.