Fosun Gold makes takeover offer and is in active talks with Gemfields; Board believes offer could lead to superior value than Pallinghurst's earlier offer
- The Independent Committee of the Board of Gemfields plc ("Gemfields" or the "Company") notes the posting of the offer document today in relation to Pallinghurst's unsolicited nil-premium offer for the entire issued and to be issued share capital of the Company not already held by Pallinghurst (the "Unsolicited Offer").
- As outlined in Gemfields' announcement on 31 May 2017, the Independent Committee has considered the Unsolicited Offer with its advisers and has unanimously concluded that its terms significantly undervalue the Company.
- In response to the Unsolicited Offer the Independent Committee has worked with its advisers to explore ways to deliver maximum value for shareholders and to protect the interests of minority shareholders. The Company today announces that it has received an approach from, and is actively engaged in discussions with, Fosun Gold regarding a possible competing offer for the entire issued and to be issued share capital of the Company. The Independent Committee believes this may lead to a cash offer at a superior value to Pallinghurst's Unsolicited Offer.
- The Independent Committee continues to strongly advise the Company's shareholders to take no action in relation to the Unsolicited Offer and to wait for a further update on the status of discussions with Fosun Gold on or before 27 June 2017. Pallinghurst has confirmed that the Unsolicited Offer will, at a minimum, remain open for acceptance until 4 July 2017.
- There can be no certainty that any firm offer will be made by Fosun Gold, nor as to the terms on which any firm offer will be made
British hauliers secure funding for £4bn truck cartel claim
The Road Haulage Association has secured money from Therium to pursue a case against at least five truck-makers, Sky News learns.
British hauliers have secured backing for a multi-billion pound legal claim against five of the world’s biggest vehicle manufacturers following a massive price-fixing fine imposed last year by the European Commission.
Sky News has learnt that the Road Haulage Association (RHA) has lined up funding for a potentially vast compensation claim, which could see further penalties imposed on DAF, Daimler, Iveco, MAN and Volvo Group, which manufactures both Volvo and Renault trucks.
It is understood to be the first British legal claim emerging from the aftermath of a Euros2.93bn price-fixing fine imposed on the five companies last July by Brussels-based competition watchdogs.
Scania, another big multinational truck manufacturer, did not settle with the European Commission last year and is still thought to be under investigation.
It is also expected eventually to be included in the UK claim, which will be submitted to the Competition Appeal Tribunal.
Insiders said that the RHA would confirm further details of its plans to pursue the truck-makers this week, and had set up a dedicated website for both members and non-members to sign up to its claim.
The RHA estimates that roughly 650,000 trucks were sold in the UK between 1997 and 2011 - the 14-year period that the cartel was deemed by the European Commission to have been in operation.
Sources close to the claim suggested on Tuesday that average compensation of £6000 per truck could be attainable, giving an aggregate potential value of £3.9bn.
The second-hand truck market is also said to have been affected by what the Commission described as cartel-like behaviour in both pricing and on moves to pass on the costs of compliance with stricter emissions rules.
The UK claim is being paid for by Therium Capital Management, a specialist litigation funder, which is understood to have amassed a multimillion pound warchest to see the claim through to its conclusion.
Backhouse Jones, a solicitors, and Exchange Chambers, the barristers, will lead the claim, according to insiders.
Individuals who join the claim will not be charged for doing so.
The RHA is understood not to have decided yet on a deadline for participants to sign up.
Richard Burnett, the RHA's chief executive, is expected to say alongside the announcement that it is pressing ahead with the case that its members are "angry about the truck pricing cartel".
"UK truck-owners affected by the truck cartel have potentially paid too much for their lorries over a 14-year period and we're determined to get a fair deal for them," Mr Burnett is expected to say.
"This is a chance to get their compensation with no risk to their business or finances.
"As the representative body with sole responsibility for UK road freight operators, we are duty-bound to act on behalf of our members' wishes."
Last year's fines in Europe sent shockwaves through the business community as they smashed the record for penalties imposed on a single cartel.
Announcing them, Margrethe Vestager, the EU Competition Commissioner, said last July:
"There are over 30m trucks on European roads, which account for around three-quarters of inland transport of goods in Europe and play a vital role for the European economy.
"It is not acceptable that MAN, Volvo/Renault, Daimler, Iveco and DAF, which together account for around 9 out of every 10 medium and heavy trucks produced in Europe, were part of a cartel instead of competing with each other."
By blowing the whistle on the companies' activities, MAN avoided a fine that would have been in the region of €1.2bn.
Gapping down
In reaction to disappointing earnings/guidance:
In reaction to disappointing earnings/guidance:
- SAIC -10.1%, CAKE -6.1%, (Comp guidance) SMG -3.5%
Other news:
- REED -13% (COO Mark Beaton resigned effective close of business on June 19, 2017; also files for offering of 2,550,000 shares of common stock by holders, consisting of 1,133,333 shares issuable upon conversion of a promissory note and 1,416,667 shares issuable upon the exercise of 2017-2 warrants)
- XLRN -7.9% (announces top-line results from DART Phase 2 Study of dalantercept in advanced renal cell carcinoma; to discontinue development)
- GTXI -4.4% (modest pull back following yesterday's 98% gain)
- ADC -2.2% (commences underwritten public offering of 2.1 mln shares of its common stock)
- FR -1.8% (commenced 2.56 mln share common stock offering)
- HCLP -1.6% (being attributed to SLCA plant plans)
- EMES -1.5% (being attributed to SLCA plant plans)
Analyst comments:
- MELI -2.3% (downgraded to Neutral from Buy at Goldman)
- SHOP -1.9% (downgraded to Neutral from Buy at Goldman)
- LNG -0.9% (downgraded to Equal-Weight from Overweight at Morgan Stanley)
- ORAN -0.9% (downgraded to Neutral from Buy at BofA/Merrill)
- FL -0.6% (downgraded to Hold from Buy at Argus)
Gapping up
In reaction to strong earnings/guidance:
In reaction to strong earnings/guidance:
- CVCO +2.5%, SOI +1.5%
M&A news:
- CLNT +24.8% (Cleantech Solutions enters into exclusive discussions with ECrent Capital Holdings Limited)
Select tech names showing strength in pre-mkt following recent sell-off:
- NVDA +2.5%, JD +1.5%, NFLX +1.5%, MU +1.5%, MOMO +1.4%, AMAT +1.4%, AAPL +1%
Other news:
- ABIL +27.4% (continued volatility in pre-mkt)
- MNGA +22.3% (awarded a $431,874 grant from the USDA)
- PSDV +7.2% (announces that the second Phase 3 trial of Durasert three-year treatment for posterior segment uveitis achieved the trial's primary endpoint)
- SYNA +6.8% (Synaptics to acquire voice and audio processing solutions company Conexant Systems and Multimedia Solutions Business from Marvell (MRVL); updates guidance)
- CHRS +6.2% (Coherus BioSciences confirms that on June 9, the Patent Trial and Appeal Board ruled in favor of the Company's petitions for Inter Partes Review of AbbVie's (ABBV) U.S. 9,017,680 and 9,073,987)
- BCLI +4.9% (receives grant from Israel Innovation Authority for $2.1 mln)
- CAMT +3.8% (modestly rebounding following multiple day declines)
- AHH +3.5% ( will replace Pinnacle Financial Partners in the S&P SmallCap 600)
- CGIX +2.6% (10% owner/Director disclosed purchase of 100K shares worth total of $375K)
- IMAX +1.3% (authorizes new $200 mln share-repurchase program and cost-reduction initiative )
- DVAX +1.3% (continued strength)
- ADMS +1.1% (Adamas Pharmaceuticals announces that results of its Phase 3 EASE LID clinical trial of ADS-5102 were published online in JAMA Neurology; placebo-controlled phase 3 trial demonstrated that ads-5102 significantly reduced both dyskinesia and off time at six months in parkinson's disease patients with levodopa-induced dyskinesia)
- NVO +0.9% (reports new data for Victoza indicating reduction of cardiovascular risk in people with type 2 diabetes)
Analyst comments:
- CLVS +4% (initiated with a Outperform at Leerink Partners)
- DATA +3% (upgraded to Buy from Neutral at Goldman )
- LUX +3% (upgraded to Overweight from Equal Weight at Morgan Stanley)
- GLOG +2.4% (upgraded to Overweight from Equal-Weight at Morgan Stanley)
- TSLA +2.1% (upgraded to Buy from Hold at Berenberg )
EXCLUSIVE-Renault-Nissan considers hidden bonus plan - documents - Reuters News
13-Jun-2017 13:34:40
By Laurence Frost
PARIS, June 13 (Reuters) - Renault-Nissan alliance bankers have drawn up plans designed to channel millions of euros in additional, undisclosed bonuses to Chairman Carlos Ghosn and other managers via a specially created service company, according to documents seen by Reuters.
Under the preliminary proposal, Renault RENA.PA, Nissan 7201.T and Mitsubishi 7211.T would pay the Dutch-registered company a share of new synergies from their carmaking alliance, set to top 5.5 billion euros ($6.2 billion) next year.
The funds would be passed on as cash and stock bonuses to "encourage executives to pursue synergy opportunities", according to a presentation by Ardea Partners, an investment banking firm advising Ghosn on closer alliance integration.
Renault-Nissan declined to comment on the incentive plan or its chances of adoption. Spokeswoman Catherine Loubier did not respond to detailed questions from Reuters about the proposal and the relationship with Ardea, which also declined to comment.
Brazilian-born Ghosn, 63, is in open conflict with the French state, Renault's biggest shareholder, whose opposition to his CEO pay package was instrumental to its symbolic rejection in a non-binding vote at last year's shareholder meeting. His combined 15.6 million euros in Renault-Nissan pay amounted to the third-biggest haul among French CAC 40 company bosses.
In response, Renault cut Ghosn's variable pay component by 20 percent and clarified bonus criteria. Shareholders will have their say again at the 2017 general meeting on Thursday, in a vote that has now become binding under French law.
Ghosn, who is also chairman of Renault, Nissan, Mitsubishi Motors and the Renault-Nissan BV alliance management organisation, said in February the government's near-20 percent Renault stake was blocking a full tie-up. (Full Story)
The alliance bonus plan would seek to encourage Renault and its 44 percent-owned partner Nissan to operate more like a merged company without the need for actual ownership changes.
It would create a new pool of executive pay - on top of existing bonus plans at the allied carmakers and Mitsubishi, in which Nissan took a controlling 34 percent stake last year.
If implemented, the plan would likely draw criticism from some investors already concerned about compensation, governance issues and an ongoing French criminal probe into allegations of systematic Renault diesel emissions fraud. The company has denied any wrongdoing. (Full Story) (Full Story)
NO DISCLOSURE
Under the proposal seen by Reuters, the carmakers would pay in 8 percent of each annual increase in synergies achieved. In a hypothetical year where new projects with Mitsubishi saved 1 billion euros, 80 million would be added to the bonus pot.
One-third of total awards would be reserved for the six top alliance roles - the chairman and CEO at each carmaker - of which four are currently occupied by Ghosn.
The new Dutch private limited company, or BV, would be wholly owned by an independent foundation, the presentation states, "avoiding related-party issues" that would require compensation to be disclosed to the manufacturers' shareholders. It would also escape French payroll taxes.
"The amounts paid through the service contracts would be disclosed each year in the respective accounts of the (alliance) members - although the amounts paid to each participant would not have to be legally disclosed," it says.
The incentive plan has Ghosn's backing, according to an accompanying memo dating from early June. "The scheme is still being worked out in detail," it says. Renault and Nissan are due to update mid-term plans and integration goals later this year.
London-based Ardea Partners was founded last year by Christopher Cole, a former Goldman Sachs banker who is close to Ghosn, as a private investment banking firm providing "strategic and financial advice to CEOs, founders and boards of directors of leading global enterprises facing complex challenges".
In 2013, Cole and his Goldman teams worked on a full Renault-Nissan deal study piloted by Ghosn and a group of alliance managers, known internally as Project Caterpillar. It recommended a merger, but Ghosn instead unveiled a purely operational integration push early the following year.
"It's an Ardea Partners-wide policy to never speak to the press," Managing Director Robert Falzon said when contacted for this story. "Our chairman is very focused on this."
SUCCESSION
The plan to reward cooperation may indicate that Ghosn sees little chance of a merger to cement the alliance he built and has run for 12 years, as he moves to hand over some powers.
In April, Ghosn stepped aside as Nissan CEO, though he continues to oversee operations as chairman.
Renault-Nissan is recruiting a new second-in-command, with several alliance managers in contention, Reuters reported on June 7. Senior Toyota 7203.T executive Didier Leroy is also being considered, sources said this week. (Full Story)
Furthermore, the bonus plan would increase pay for the chairman roles from which Ghosn is expected to continue directing alliance strategy for years, whether or not his Renault CEO contract is renewed in 2018.
"It makes perfect sense," said one senior Paris investment banker when told about the proposal. "The question is whether he can manage the storm this is going to create."
Pressure on Ghosn over pay had been easing ahead of Thursday's shareholder meeting, following the Renault pay concessions and his exit from the Nissan CEO role.
ISS, an influential shareholder adviser that opposed Ghosn's pay last year, is urging clients to back his package, which may be enough to overcome the usual government opposition.
