>>> Carrefour approach from Amazon could face political pushback

Carrefour approach from Amazon could face political pushback (MergerMarket)
* Government could facilitate digitalisation of French grocers
* Carrefour CEO led online push at FNAC
* Employment guarantees key aspect of any takeover discussion

Any bid by Amazon [NASDAQ:AMZN] for Carrefour [EPA:CA] could face political hurdles, independent sector advisors and a person familiar with the French government told this news service.

Officials from France’s economy ministry met with Carrefour CEO Alexandre Bompard in the last few days, the person familiar said.

There may be no bricks-and-mortar supermarkets in 50 years, and whether Amazon has a monopoly on grocery retail at that point depends on what regulators do today, the person familiar said.

Instead of allowing a foreign tech firm to become a dominant player in French food retail, the government could help Carrefour and other established grocers to develop digital sales channels, the person said.

Bompard was CEO of FNAC [EPA:FNAC] from 2011 until this year, where he led that company’s charge into online retail, a source briefed noted.

When Bompard joined the technology retailer in 2010, the group was struggling against competition from online retailers such as Amazon, according to previous French press reports. After its listing in 2013, Bompard contributed to the restoration of the group's profitability through the development of online services, the source briefed said.

Bompard succeeded Georges Plassat as CEO of Carrefour on 18 July 2017. At the time, Carrefour's board of directors touted “his career, his experience and his success in his previous positions” and said that he would “develop and transform Carrefour in any and all respects.”

It would be a pity to see Carrefour taken over just after Bompard took over as CEO, the person familiar with the French government said.

Amazon, Carrefour and the economy ministry declined to comment.

The French government is vigilant about protecting jobs, the person and an independent sector advisor added. Carrefour is France’s largest employer, with more employees than the city of Grenoble has citizens, the advisor noted.

Carrefour has over 360,000 employees and more than 12,000 stores across 30 countries, according to the company’s website. In France, it has over 115,000 employees and 5,636 stores.

The government would at least likely require that Amazon provides guarantees on job protection in the event of any takeover, the source briefed agreed.

In addition, there would be issues in food sourcing in France for Amazon, which would need to ensure a good relationship with food producers, farmers and distributors to negotiate on prices, this source added.

For its part, Amazon needs M&A to enter the European grocery market because it cannot do it from scratch, the advisor said. With Amazon having just acquired US-based Whole Foods as its first big move into food retail, it is now time for a similar move in Europe, a second sector advisor said.

Carrefour’s appeal is that its reach would give Amazon a foothold in multiple national markets, the second advisor said. Similarly, Germany-based Metro [ETR:B4B] also has a pan-European presence and its takeover would carry less risk of government intervention, he said.

Other big European grocers would not give Amazon a presence in so many national markets in one fell swoop, he said. British and Spanish companies in this sector are more concentrated in their home markets, he said. Ahold Delhaize [AMS:AD], which has also been tipped as a potential target for Amazon, is concentrated in the Benelux region, he and a third sector advisor noted.

The third advisor suggested that Amazon should avoid the likes of Carrefour altogether. Once it consolidates Whole Foods, there will be better ways to roll out its distribution model in Europe than acquiring traditional grocery stores, he said.

Amazon is focused on improving distribution and logistics, the source briefed agreed. Younger, smaller firms focused entirely on online retail – such as Ocado [LON:OCDO] – would establish Amazon in new national markets while fitting within Amazon’s distribution model, the third advisor said. Meal-kit deliverers such as HelloFresh [ETR:HFG] are also logical targets, he said.

>>> EuroHEdge - Awards 2017

EuroHedge Awards 2017 – Initial nominations
Early contenders include:
EUROPEAN EQUITY – under $500m
Alken Capital One
Gladstone Lasker
Rye Bay European
Trias L/S
Triton Value
EUROPEAN EQUITY – over $500m
AKO
Antares European
BlackRock European
Kairos Pegasus
Pelham Long/Short
TT Mid-Cap Europe Long Short
GLOBAL EQUITY – under $500m
Inflection Point Investments
Jabcap Global Balanced
Kinsale Compass
SR Global Opportunities
Tosca Focus
GLOBAL EQUITY – over $500m
AKO Global
Hengistbury
Lansdowne Developed Markets Strategic Investment
Marshall Wace - MW Eureka
SR Global International
SPECIALIST SECTOR EQUITY
Algebris Global Financials
Lansdowne Energy Dynamics
Pelham Global Financials
Rhenman Healthcare Equity Long/Short
Tosca
SMALL-CAP EQUITY
1798 Volantis
CS Small Cap Alpha Opportunities
Maga Smaller Companies
Pelham Long/Short Small Cap
Polar Capital European Forager
EMERGING MARKET EQUITY
Carrhae Capital
Ion Israel
OCCO Eastern European
Russian Prosperity
SR Global Emerging Market Equity
UCITS EQUITY
EquityFlex
Man GLG Alpha Select Alternative
Polar Capital UK Absolute Equity
Schroder GAIA Indus PacifiChoice
Schroder GAIA Egerton Equity
Schroder UK Dynamic Absolute Return
Threadneedle American Extended Alpha
Velox
EQUITY MARKET NEUTRAL & QUANTITATIVE STRATEGIES
GSA International
GSA QMS
LMR
Marshall Wace - MW Market Neutral TOPS
OM Arbea
Sabre Style Arbitrage
CONVERTIBLES & VOLATILITY
Boussard & Gavaudan
Edelweiss Volatility
Jabcap Global Convertible
Polygon Convertible Opportunity
EVENT DRIVEN
Altera Absolute Global
Anavio Capital
CIMA Opportunities
FMCP Equity Event Driven
KL Special Opportunities
Melqart Opportunities
MVN Event Driven
TT Event-Driven
DISTRESSED
BlueBay Event Driven Credit
Caius Capital
Hof Hoorneman Phoenix
Ironshield Special Situations
VR Global Offshore
CREDIT – under $500m
Alegra ABS I
BlueBay Credit Alpha Long Short
GLG Cross Asset Value
LFIS Vision Credit Opportunities
Robus German Credit Opportunities
Serone Key Opportunities
CREDIT – over $500m
Cheyne Total Return Credit
CQS ABS
King Street Europe
Selwood Liquid Credit
FIXED INCOME
Asgard Fixed Income
Borea Hoyrente
Danske Invest Hedge Fixed Income Strategies
LMR Alpha Rates Trading
Nykredit Alpha - Kobra
Nykredit MIRA
SPECIALIST CREDIT & FIXED INCOME
Barak Structured Trade Finance
Cheyne Corporate Loan
Cheyne Real Estate Credit Holdings
Clareant Structured Credit Opportunity
Omni Secured Lending
COMMODITY & CURRENCY
Emerging Market Currency Alpha Programme
GZC Strategic Commodities
LCJ FX
Premium Currencies Plus
MACRO
BTG Pactual Global Emerging Markets and Macro
EDL Global Opportunities
Episode
Gemsstock
Pharo Macro
TT International
EMERGING MARKETS
AQS Emerging Markets Corporate Debt
First Geneva Global High Yield
Pharo Gaia
Pharo Trading
Promeritum
BlueBay Emerging Market Credit Alpha
MULTI STRATEGY
Alphanatics
Cheyne Global Equity
CQS Diversified
Man GLG Global Credit Multi Strategy
Man GLG Multi-Strategy
VISIO Allocator
MANAGED FUTURES – under $500m
Amplitude Trading Strategies – Dynamic
Insch Kintore
Quantica Managed Futures
Tiber Diversified
MANAGED FUTURES – over $500m
CCP Core Macro
CCP Quantitative
Man AHL Evolution
Systematica Alternatives Markets
EMERGING MANAGER & SMALLER FUND – EQUITY STRATEGIES
AlphaCore Capital
Edale Europe Absolute
Habrok
Optis Global Opportunities
Northglen Aggressive
North of South Emerging Markets
EMERGING MANAGER & SMALLER FUND – MACRO, FIXED INCOME & RELATIVE VALUE
Argo Distressed Credit
Elara Fixed Income
MACH 3
Metage Global Strategies
Quotidian Multi-Strategy
Z Special Opportunities
NEW FUND OF THE YEAR
Nominees to be announced next month
LONG TERM PERFORMANCE (5 years) – EQUITY STRATEGIES
BlackRock European
Covalis Capital
Ennismore European Smaller Companies
GSA QMS
Marshall Wace - MW Eureka
Marshall Wace - MW Market Neutral TOPS
LONG TERM PERFORMANCE (5 years) – MACRO, FIXED INCOME & RELATIVE VALUE
Asgard Fixed Income
Clareant Structured Credit Opportunity
Gemsstock
Man AHL Evolution
Napier Park European Credit Opportunities
Pharo Gaia
Polygon Convertible Opportunity
VR Global Offshore

>>> SGL Carbon to acquire 49% stake in SGL ACF JV from BMW


SGL Carbon to acquire 49% stake in SGL ACF JV from BMW


SGL Carbon SE [SGL:ETR], a German chemical group, will acquire the 49% stake in the joint venture SGL Automotive Carbon Fibers (SGL ACF) from the German automotive group BMW Group [BMW:ETR] in stages between early 2018 until end 2020.

The transaction consists of SGL Automotive Carbon Fibers GmbH & Co. KG (Wackersdorf, Germany) and SGL Automotive Carbon Fibers LLC (Moses Lake, Washington State, USA).

The agreed purchase price for the Wackersdorf site amounts to about EUR 24m (USD 28.4m) while the consideration for the Moses Lake site amounts to about USD 62m (EUR 52.3m) and is due only at closing of the second transaction end 2020 at the latest.

The net debt of SGL Carbon SE will increase by between EUR 100m and EUR 150m.

The SGL ACF joint venture was founded in 2009 to establish the use of carbon as a lightweight construction material in the automotive industry and securing the supply of carbon fibers and fabrics for BMW Group.

In 2016, SGL ACF generated sales revenues of approximately EUR 90m (USD 106.6m).


Press release:

SGL Carbon SE is acquiring BMW Group's 49% equity investment in the joint ventures SGL Automotive Carbon Fibers GmbH & Co. KG (Wackersdorf, Germany) and SGL Automotive Carbon Fibers LLC (Moses Lake, Washington State, USA) - together referred to as ' SGL ACF'. An agreement on this matter was signed by SGL Group and BMW Group today. The agreement specifies a step-wise acquisition of the two SGL ACF companies. In the first step, SGL Automotive Carbon Fibers GmbH & Co. KG will be transferred to SGL Group. This transaction is expected to be completed in January 2018. The second step will involve SGL Automotive Carbon Fibers LLC being transferred to SGL Group. While closing of this transaction is expected at the end of 2020 at the latest, this can be brought forward at any time on demand of SGL Group. Once the deal has been completed, SGL Group will be the sole owner of SGL ACF. As customary, the transaction is subject to approval from the respective authorities.

Following the transaction, SGL Carbon SE will fully consolidate SGL ACF in its financial statements from the fiscal year 2018 onwards (previously: proportional consolidation corresponding to the 51% shareholding), allocating the activities to the business unit Composites - Fibers & Materials. Consequently, Group sales is expected to increase by a mid-double digit and Group EBITDA (as defined in the annual report 2016) by a low double digit million Euro amount. On the net income level, the transaction is expected to have only a small positive impact, as higher depreciation resulting from purchase price allocation as well as higher interest expenses following the full consolidation of the SGL ACF debt is anticipated to partially offset the additional EBITDA.

The effective cash outflow in the fiscal year 2018 relating to the transaction is limited to the agreed purchase price for the fabric production site in Wackersdorf amounting to approximately EUR24 million. Nevertheless, net debt of SGL Carbon SE will increase by between EUR100 and EUR150 million, resulting from the requirement to fully consolidate the debt relating to both sites in Wackersdorf and Moses Lake in SGL Carbon SE's financial statements, even though BMW Group will continue to provide the financing for Moses Lake until the transaction closes in end 2020 at the latest (previous maturity end 2018). The purchase price for the Moses Lake site amounts to approximately USD 62 million and is due only at closing of the second transaction end 2020 at the latest.

The transaction has no impact on our published mid-term targets and their expected achievement. The targeted ROCE (based on EBITDA as defined in the annual report 2016) of at least 15% and an acquisition-related higher sales target than the so far communicated EUR1.1 billion until 2020 is confirmed together with the targeted equity ratio of more than 30%, gearing (net debt to equity) of approximately 0.5 and a leverage ratio (net debt to EBITDA) of less than 2.5.

Carbon fibers and carbon fiber materials are at the core of SGL Group's corporate strategy. By acquiring SGL ACF now, SGL Group is forging ahead with its strategy to consolidate all key activities in the value chain - from carbon fibers and materials to components - within the overall responsibility of SGL Group. As announced two weeks ago, the acquisition of BENTELER SGL, up to now a joint venture with BENTELER Automotive, is also to be seen in this context.

The existing supply agreements for the continued procurement of carbon products from SGL ACF for the BMW i3, the BMW i8, and the BMW 7 series into the next decade are unaffected by the transaction. In addition, BMW Group has entered into an agreement with SGL Group to continue to work together on future projects involving the use of carbon.

Furthermore, the transaction will not impact BMW AG's 18.3% shareholding in SGL Carbon SE. According to BMW AG, this equity investment is not up for disposal.

The SGL ACF joint venture was founded in 2009 with the aim of establishing the use of carbon as a lightweight construction material in the automotive industry and securing the supply of carbon fibers and fabrics for BMW Group. Since then, SGL Group and BMW Group have carved out a leading technological position in the field of carbon fiber composites thanks to their joint development activities and the construction of two plants. In 2016, SGL ACF generated sales revenues of approximately EUR90 million.

>>> Rumors: Just a reminder, Black Friday usually sees its fair share of rumors

Rumors: Just a reminder, Black Friday usually sees its fair share of rumors floated as traders try to take advantage of the low volume; We would be cautious on any chatter but we wanted to get some names on the radar
  • 21st Century Fox said to still be holding preliminary discussions with parties including Comcast (CMCSA) & Disney (DIS) about possible asset sales despite industry concerns after the DOJ moved to block the proposed Time Warner (TWX)/AT&T (T) merger (11/22).
  • Renewed M&A speculation circulated in Matte (MAT) (11/22).
  • BoS Better Online Solutions (BSOC) speculation of new contract (11/22).
  • Qiagen (QGEN) unsubstantiated M&A speculation circulated (11/21).
  • Celegene (CELG) for Juno Therapeutics (JUNO) M&A speculation circulated (11/21).
  • CB&I (CBI) M&A speculation circulated (11/20).
  • AMD (AMD) M&A speculation circulated (11/19).
  • PFSWeb (PFSW) activist investor speculation circulated (11/19).
  • CDK Global (CDK) M&A speculation circulated (11/15).
  • iRobot (IRBT) M&A chatter made the rounds (11/14).
  • Smith & Nephew (SNN) renewed M&A chatter circulated (11/10).

>>> Walt Disney: Domestic ESPN subs fell to 88 mln in October, the lowest level

Walt Disney: Domestic ESPN subs fell to 88 mln in October, the lowest level since 2003

On Wednesday afternoon, Disney (DIS) disclosed in its 10-K that it lost another 2 million domestic ESPN subscribers in FY17 (October).

Total ESPN subscribers fell to 88 mln -- the lowest level since 2003. ESPN had 90 mln subs at the end of FY16, down from 92 mln in FY15 and down from 95 mln at the end of FY14.
Domestic ESPN subscribers peaked at 100 mln in 2010.
The Worldwide Leader in Sports continues to lose subscribers as consumers 'cut the cord' -- opting to stream content online instead of paying for an expensive cable bundle. Social media has also cut into traditional TV viewership.
Less subscribers means lower ratings and lower ad sales. Meanwhile, ESPN has signed longer term contracts for sporting rights, which are going up.
Earlier this month, Disney reported FY17 cable networks revenue down 1% to $16.5 bln with operating income down 10% to $5.4 bln.
To combat all of this, Disney is launching its own over-the-top (OTT) ESPN offering 'ESPN Plus' in the Spring of next year. Disney also plans to launch a streaming service for its other Disney content, including legacy animated franchises, Marvel and Lucas Films in early 2019.
M&A has picked up in the media sector in the face of these secular headwinds. Disney and Comcast (CMCSA) are reportedly in talks with 21st Century Fox (FOXA) for some cable and movie production assets.

Related stocks: CBS, FOXA, TWX, SNI, DISCA, MSGN, AMCX, VIAB, NFLX, ROKU

>>> Prisa capital increase enters uncertain phase as Media Capital sale edges to


Prisa capital increase enters uncertain phase as Media Capital sale edges towards Phase II – sources
24 NOV 2017

Window for capital increase this year closing
Phase II could make sense to buy time
AdC could demand unbundling of Plural

Prisa’s [BME:PRS] planned EUR 450m capital increase is entering an uncertain phase due to potential regulatory issues surrounding the sale of Media Capital [ELI:MCP], said two sources and a person familiar with the situation.

Altice [AMS:ATC] – the Dutch and French telecoms company that owns Portugal Telecom (PT) – announced in July that it would buy Prisa’s 95% stake in Media Capital in a deal that values the company at EUR 440m.

Portugal’s antitrust regulator, the Autoridade da Concorrência (AdC) is very close to taking a decision on whether or not the deal will go to a Phase-II enquiry, said a person familiar with the regulator's thinking.

The sale of the Portuguese media company is “looking complicated” right now, said the first source familiar with the situation. Also, the window for a Prisa capital increase this year is closing, as the company needs a clear month, the source said. There are public holidays in Spain on 6 and 8 December.

If the Media Capital deal falls through, Prisa would probably have to be more aggressive on its capital increase, said the second source familiar with the situation.

The base case for the capital increase involves a successful sale of the Portuguese company, a person familiar with Prisa said. Some competitors have complained about the deal, but that is to be expected, the person said. Operators buying content providers can raise political issues, the person added.

Although the deadline for a AdC decision is 30 days, the clock stops every time the regulator asks for more information, the person familiar with the AdC said. The deal was notified with the regulator on 11 August.

AdC is unlikely to ask for too many drastic changes, said a local regulatory source. The latest meetings have gone well, and a Phase-II enquiry could make sense to buy more time, this source added.

One solution could involve unbundling Plural, a content producer, the regulatory source said, adding that it is difficult to nail the details because the content market is evolving so fast. Another solution would be for Altice to sell Media Capital’s terrestrial digital TV channels (TDT), this source said.

As matters stand, a successful conclusion to the deal isn’t a foregone conclusion, said a Lisbon-based lawyer who is studying the issue. AdC could try to force the sale of Plural, agreed this lawyer, adding that Media Capital wants to keep the content business. Another solution would be to create a monitoring committee for Plural to ensure equal access to content for other players, this lawyer added.

Aside from regulatory concerns, Altice's financial position has also raised doubts over the transaction. Altice is currently selling a number of non-core assets elsewhere, although it remains committed to its presence in Portugal, as reported.

Ratings agency S&P this week changed its outlook on Altice's B+ rating to negative from stable due to a downward revision by Altice management of its EBITDA growth expectation for 2017.

Altice this week said it will not pursue any new meaningful M&A opportunities.

Altice, however, is still committed to the acquisition of Media Capital, a spokesperson for Altice said. Discussions with Media Capital are still ongoing and the acquisition is still relevant for the company, the spokesperson said. The company’s strategy remains the same despite recent management changes, the spokesperson added.

If the sale of Media Capital falls through, Prisa could revive plans to sell all or some of Santillana, the second source said.

Selling Santillana remains an option, but the textbook company is also the most valuable part of group, said the first source. Rhone Capital’s latest offer for the business was rumoured to be EUR 1.2bn, well below Prisa’s asking price of EUR 1.5bn, as reported.

However, despite talk of a bumpy regulatory process for Media Capital, Prisa is confident that the sale will go ahead, said the person familiar with the Spanish company.

Prisa and AdC declined to comment.

>>> Sika bidder Saint-Gobain could acquire Burkard shares despite favourable cou

Sika bidder Saint-Gobain could acquire Burkard shares despite favourable court ruling for board (translated)

Saint-Gobain [EPA:SGO] could still acquire the Sika [VTX:SIK] share package held by the Burkard family even if a Zug Superior Court decision rules in favour of the Sika board, Tagesanzeiger reported.

The Swiss daily said an SGO spokesperson confirmed the potential scenario that the group could exercise its option to acquire the Burkard shares even if the Zug court rules in favour of the Sika board, thereby restricting its voting rights to 3%, and it is unable to acquire a controlling 53% voting rights majority as specified in the contract.

SGO agreed to acquire the Burkard shares in December 2014 for a sum of CHF 2.75bn but has yet to transfer any payment to the Sika board, following disputes on the deal, the report noted.

A court decision is expected in the next few weeks, it added.

The Sika share has gained 95% since the deal was struck and reached a record price of CHF 7,600 this week, the report stated.