FT : Sika: not set in stone

Sika: not set in stone

Dispute over ownership has not dented operational performance

The Swiss have historically been adept at quietly making money while wars rage around them. That may explain the impressive performance of Sika in tense circumstances.
For almost two years, the producer of cement additives has been the subject of a stand-off between its directors and minority shareholders on one hand, and the Burkard family on the other. The family wants to sell its 16 per cent stake (which comes with 52 per cent voting rights) to French building products group Saint-Gobain without a general offer to all shareholders. Minorities have objected noisily. Yet the protracted stand-off over future ownership does not seem to have affected the company’s operational performance.
At a capital markets day on Tuesday, Sika reaffirmed its guidance for the current year and reiterated a strategy of organic expansion, cost control and bolt-on acquisitions that has served it well since inception in 2012. Sales have grown and operating margins have risen from 7.6 per cent in 2011 to 12 per cent in 2015. Analysts’ forecasts for this year’s earnings have risen by almost a quarter. The market has noticed. Since Saint-Gobain’s chief executive urged Sika’s board to “concentrate on running the company” rather than fighting the bid, the Swiss company’s shares have risen 56 per cent (in local currency terms). That compares to a 9.6 per cent gain in his own company’s stock.
Whether such performance would endure under Saint-Gobain’s tutelage is doubtful. The French company has pledged to maintain Sika’s stock market listing and offered reassurances to its employees. But more than 100 Sika managers have pledged to scorch the earth by resigning en masse if the takeover goes ahead.
The market shows few signs of concern at either prospect. It should do. Sika’s directors have so far thwarted the Burkard/Saint-Gobain deal by using a provision in the company’s articles of association to limit the Burkards’ voting rights to 5 per cent, a manoeuvre subject to legal challenge. If the court rules against Sika, little stands in the way of the deal completing. When it was first announced, Sika shares fell by a fifth. They could easily do so again.

(ZH) Soros Is "Investing" $500 Million In Europe's Refugees And Migrants: He Exp

Soros Is "Investing" $500 Million In Europe's Refugees And Migrants: He Explains Why

Confirming once again that he is the silent puppet master behind Europe's refugee crisis, overnight billionaire investor, and stalwart Hillary Clinton supporter, George Soros said in an opinion piece in the Wall Street Journal that he would invest $500 million to meet the needs of migrants and refugees.
Soros' investment comes in response to the Obama administration's "Call to Action" initiative, asking U.S. companies to help ease the migrant crisis. Soros, founder of the Open Society Foundations, also said he plans to work closely with the Office of the United Nations High Commissioner for Refugees and the International Rescue Committee to guide his investments.
* * *
The announcement will hardly come as a surprise: one month ago, in the aftermath of the DCleaks hack, we reported that "Soros Hack Reveals Plot Behind Europe's Refugee Crisis." As a reminder, one leaked memo argued that Europe’s refugee crisis should be accepted as a “new normal,” and that the refugee crisis means “new opportunities” for Soros’ organization to influence immigration policies on a global scale. OSF program officer Anna Crowley and program specialist Katin Rosin co-authored the May 12 memo, titled “Migration Governance and Enforcement Portfolio Review.”
The nine-page review made three key points: OSF has been successful at influencing global immigration policy; Europe’s refugee crisis presents “new opportunities” for the organization to influence global immigration policy; and the refugee crisis is the “new normal.”

As the authors write in the introduction, one of the purposes of the review “consider the effectiveness of the approaches we have used to achieve change at the international level.” A section of the review titled “Our Work” describes how America’s least transparent think tank has worked with “leaders in the field” to “shape migration policymaking and influence regional and global processes affecting the way migration is governed and enforced.”
In a section titled, “Our Ambitions,” the authors explain: “Our premise for engaging in work related to governance was that, in addition to mitigating the negative effects of enforcement, we should also be supporting actors in the field proactively seeking to change the policies, rules, and regulations that govern migration.”
They write that “we also believed that advances at the regional or international levels could create impetus for policy change or implementation of existing norms at the national level. We deliberately avoided the term ‘global governance’ because there is no single system at the global level for managing migration.”
The same section later states that IMI “has had to be selective and opportunistic, particularly at the global level, in supporting leaders in the field to push thinking on migration and better coordinate advocacy and reform efforts. We have supported initiatives, organizations, and networks whose work ties directly to our aims in the corridors.”
“Early on, IMI identified a handful of organizations able to engage on migration globally and transnationally, elevating IMI’s corridor work beyond the national level,” reads another section of the memo, entitled “Our Place.”
“These included key think tanks such as the Migration Policy Institute (MPI) and advocacy networks such as the International Detention Coalition (IDC).” (The authors later note that MPI, a strong advocate of amnesty for illegal immigrants in America, “is sometimes criticized for its closeness to governments, [but] flexible funding from OSF has allowed it to maintain some independence from the governments it advises.”)
The memo also notes that “IMI played a central role in establishing and influencing the goals of two new [European Programme for Integration and Migration] sub-funds on the Common European Asylum System (CEAS) and immigration detention.
More importantly, the memo explained how Europe’s refugee crisis is opening doors for Soros’ organization to further influence global immigration policy.
The authors note that “the current refugee crisis is creating space to reconsider the governance of migration and the international refugee regime.” One reason for this is that the developing countries that make up the Group of 77 at the United Nations were motivated by the refugee crisis to keep immigration issues on the “global agenda,” the memo states. “The refugee crisis and the fear that the interests of migrants fleeing poverty, climate change, generalized violence, or natural disaster would be overlooked at these fora have generated a push from G77 countries to ensure other migration issues remain on the global agenda.”
They also explain that the current crisis provides “new opportunities” for influencing immigration policy on a global scale.


“The current climate presents new opportunities for reforming migration governance at the global level, whether through the existing multi-lateral system, or by bringing together a range of actors to think more innovatively. Our long-standing interest and investment in global work means we have many of the right partners and are positioned to help others navigate this space.”
The review states, “The refugee crisis is opening new opportunities” for “coordination and collaboration” with other wealthy donors.
It is almost as if Europe's refugee crisis was planned and prepared, not just by the Soros organization, but others who would benefit from a shift in the change of regional "migration governance", i.e., the reimposition of sovereignty terms, as Greece found out the hard way several months ago when its sovereignty was relegated to the country's willingness to participate in Europe's refugee scheme.
It will hardly come as a surprise that according to the review, immigration policy-makers need to accept the refugee crisis as a “new normal.” One of the conclusions listed in the memo is, “Accepting the current crisis as the new normal and moving beyond the need to react.”
* * *
In light of the above, it is clear that Soros and "Open Society", which have already invested hundreds of millions into reshaping Europe in a way that avoids the term "global governance", yet accomplishes precisely that by determining the inflows of millions of foreigners into Europe, will continue sinking more cash to facilitate the entry of "migrants and refugees" into Europe's even if it means taking down Angela Merkel, whose collapse in the polls has emerged as the biggest surprise from Soros' "plot" to shape the face of Europe for generations to come.
And now, Soros is focusing on America and the rest of the world too.
* * *
His full WSJ op-ed is reposted below.
Why I’m Investing $500 Million in Migrants
I will invest in startups, established companies, social-impact initiatives and businesses founded by migrants and refugees
The world has been unsettled by a surge in forced migration. Tens of millions of people are on the move, fleeing their home countries in search of a better life abroad. Some are escaping civil war or an oppressive regime; others are forced out by extreme poverty, lured by the possibility of economic advancement for themselves and their families.
Our collective failure to develop and implement effective policies to handle the increased flow has contributed greatly to human misery and political instability—both in countries people are fleeing and in the countries that host them, willingly or not. Migrants are often forced into lives of idle despair, while host countries fail to reap the proven benefit that greater integration could bring.
Governments must play the leading role in addressing this crisis by creating and sustaining adequate physical and social infrastructure for migrants and refugees. But harnessing the power of the private sector is also critical.
Recognizing this, the Obama administration recently launched a “Call to Action” asking U.S. companies to play a bigger role in meeting the challenges posed by forced migration. Today, private-sector leaders are assembling at the United Nations to make concrete commitments to help solve the problem.
In response, I have decided to earmark $500 million for investments that specifically address the needs of migrants, refugees and host communities. I will invest in startups, established companies, social-impact initiatives and businesses founded by migrants and refugees themselves. Although my main concern is to help migrants and refugees arriving in Europe, I will be looking for good investment ideas that will benefit migrants all over the world.
This commitment of investment equity will complement the philanthropic contributions my foundations have made to address forced migration, a problem we have been working on globally for decades and to which we have dedicated significant financial resources.
We will seek investments in a variety of sectors, among them emerging digital technology, which seems especially promising as a way to provide solutions to the particular problems that dislocated people often face. Advances in this sector can help people gain access more efficiently to government, legal, financial and health services. Private businesses are already investing billions of dollars to develop such services for non-migrant communities.
This is why money now moves instantaneously from one mobile wallet to another, drivers find customers by using only a cellphone, and how a doctor in North America can see a patient in Africa in real time. Customizing and extending these innovations to serve migrants will help improve the quality of life for millions around the world.
All of the investments we make will be owned by my nonprofit organization. They are intended to be successful—because I want to show how private capital can play a constructive role helping migrants—and any profits will go to fund programs at the Open Society Foundations, including programs that benefit migrants and refugees.
As longtime champions of civil society, we will be focused on ensuring that our investments lead to products and services that truly benefit migrants and host communities.
We will also work closely with organizations such as the Office of the United Nations High Commissioner for Refugees and the International Rescue Committee to establish principles to guide our investments. Our goal is to harness, for public good, the innovations that only the private sector can provide.
I hope my commitment will inspire other investors to pursue the same mission.

>>> Tobira Therapeutics in regulatory filing details potential CVR's of deal wit

Tobira Therapeutics in regulatory filing details potential CVR's of deal with Allergan

At or prior to the time that Purchaser accepts for payment all Shares tendered (and not validly withdrawn) pursuant to the Offer, Parent and a trustee mutually acceptable to Parent and the Company will enter into the CVR Agreement governing the terms of the CVRs to be received by the Company's stockholders. Each holder will be entitled to one CVR for each Share outstanding or underlying each of the In the Money Options, whether or not vested, and warrants (if and when exercised) that (i) the Purchaser accepts for payment from such holder pursuant to the Offer or (ii) is owned by or has been issued to such holder as of immediately prior to the Effective Time and is converted into the right to receive the Offer Price pursuant to the terms of the Merger Agreement. The CVRs are not transferable except under certain limited circumstances, will not be evidenced by a certificate or other instrument and will not be registered or listed for trading. The CVRs will not have any voting or dividend rights and will not represent any equity or ownership interest in Parent, Purchaser, the Company or any of their affiliates. Each CVR represents the right to receive the following cash payments, without interest and less any applicable withholding taxes, with each payment conditioned upon the achievement of certain milestones as follows:
  • Enrollment Milestone. Parent will be obligated to pay $13.68 per CVR if, on or before December 31, 2028, the first human is enrolled in a Phase 3 trial of cenicriviroc, which trial includes, as one of its primary outcome measures, an evaluation of improvement in fibrosis of at least one stage with no worsening of steatohepatitis (or a substantially similar measure with respect to such evaluation or a similar disease characteristic).
  • Submission Milestone. Parent will be obligated to pay $4.53 per CVR if, on or before December 31, 2028, a new drug application is submitted to the United States Food and Drug Administration for approval of any pharmaceutical product or combination of co-administered products containing CVC as an active ingredient for the treatment of non-alcoholic steatohepatitis with fibrosis or fibrosis due to non-alcoholic steatohepatitis.
  • First Commercial Sale Milestone. Parent will be obligated to pay $13.56 per CVR if there has been, on or before December 31, 2028, the first sale in the United States in an arm's length transaction to a third party of a Product whose approved label includes an indication for the treatment of NASH following regulatory approval for marketing of such Product by the FDA.
  • Sales Milestone. Parent will be obligated to pay $18.07 per CVR if, within any four consecutive calendar quarters during the three consecutive year period commencing with the first calendar quarter immediately following the date of the First Commercial Sale, there are worldwide net sales (gross amounts received for sales of the Product, less certain permitted deductions) of a Product exceeding $1 billion.

>>> US Gapping down

Gapping down
In reaction to disappointing earnings/guidance
:

  • ASNA -23.6%, HNI -12.5%, ( sees Q3 and FY EPS/revs below previous outlook), LEN -0.8%, LUK -0.6%, (Leucadia National's Jefferies reports Q3 results)

Other news:

  • ECA -7.1% (prices offering of 107 mln shares of common stock at $9.35 per share)
  • SEAS -6.2% (SeaWorld Entertainment cuts dividend by more than 50% to $0.10/share, suspends dividends thereafter; will opportunistically repurchase shares in the open market during the remainder of 2016)
  • G -3.8% ( announces Board approval of a new $250 mln share repurchase program, bringing total authorization to $750 mln )
  • OCLR -3.3% ( announces a 13 mln share underwritten public offering of common stock)
  • CHK -3.2% (Carl Icahn lowers active stake), MLHR -2.2% (following HNI guidance)
  • TSE -1.9% (Trinseo announces secondary offering of 10,669,567 ordinary shares by selling shareholder)
  • DB -1.4% (plans to securitize over $1 bln in corporate loans, according to Reuters)
  • AQXP -1.3% (prices 5,350,000 shares of common stock at $12.25 per share)
  • GPS -0.8% (in sympathy with ASNA (earnings))

Analyst comments:

  • FIVN -5% (downgraded to Underperform from Neutral at BofA/Merrill)
  • F -0.5% (downgraded to Neutral from Buy at Buckingham Research)

>>> US Gapping up

Gapping up
In reaction to strong earnings/guidance
:
  • NAII +23%, (thinly traded)
  • TMUS +1%, (reiterates its current financial guidance and full year outlook and announces 'the strongest iPhone pre-order in Company history)
M&A news:
  • TBRA +575.5% (to be acquired by Allergan (AGN) for an upfront payment of $28.35/share in cash, and up to $49.84/share in Contingent Value Rights)
  • DTSI +21.8% (to be acquired by Tessera Technologies (TSRA) for $42.50/share)
  • CYH +2.8% (reports of Apollo Global (APO) discussions)
Select large pharma names showing strength: NVS +1.9%, NVO +1.7%, SNY +1.6%, AZN +1.4%, SHPG +1.1%, .

Other news:
  • CNAT +36% (TBRA peer, in sympathy)
  • WINT +27.3% (announces FDA Fast Track Designation for AEROSURF)
  • CANF +23.9% (announces the peer reviewed scientific journal Molecular Medicine Report has published an article detailing new data on CF102)
  • GALT +21.6% (TBRA peer, in sympathy)
  • HDP +6.6% (Hortonworks & IBM (IBM) announce the planned availability of Hortonworks Data Platform for IBM Power Systems enabling POWER8 clients )
  • ICPT +5.9% (TBRA peer, in sympathy)
  • AMPH +5.8% (to join S&P SmallCap 600)
  • PBYI +5.8% (confirms FDA acceptance of new drug application for PB272 )
  • PIR +5.1% (Alden Global discloses 9.5% active stake, details talks with management)
  • SRPT +5% (following 75% surge higher on FDA accelerated approval of EXONDYS 51 (eteplirsen) injection; plans to file MAA in Europe for eteplirsen by the end of the year)
  • TXMD +2.5% ( announces that the FDA has accepted the NDA for Yuvvexy; PDUFA of May 7, 2017 established)
  • HOV +1.8% (in sympathy with LEN (earnings))
  • CRUS +1.3% (to join the S&P MidCap 400)
  • RCL +0.9% (increases quarterly dividend)
Analyst comments:
  • BHP +2% (upgraded to Outperform from Neutral at Macquarie)
  • MBLY +1.7% (initiated with a Buy at SunTrust)
  • AMD +1.5% (upgraded to Mkt Perform from Underperform at Bernstein)
  • DVA +1.1% (upgraded to Outperform from Mkt Perform at Raymond James )
  • WFC +0.8% (upgraded to Overweight from Equal-Weight at Morgan Stanley)