NY Post : Bloomberg LP supervisor a sex-obsessed perv: suit

A former Bloomberg LP employee’s supervisor was a pervert who looked down her blouse, gave her unwanted shoulder massages and sent her gossipy texts about other female staffers’ sex lives, according to a $5 million lawsuit.

Elizabeth Lisser, 47, says in her Manhattan civil suit that her boss, accounts-payable manager Brian Schuler, 46, continued the sexual harassment even after she first reported him in 2013.

When Lisser complained to Human Resources, she was told to “be more professional and keep her emotions in check,” the suit claims.

Lisser quit after 13 years on the job in April 2014.

A spokesman for Bloomberg LP declined to comment. Schuler did not return messages.

>>> Bayer bid for Monsanto above USD 130 per share raises prospect of disposals

Bayer bid for Monsanto above USD 130 per share raises prospect of disposals

Need for shareholder approval limits scope to increase equity financing
Covestro, overlapping assets could finance increase
An increased offer from Bayer [ETR: BAYN] for Monsanto [NYSE:MON] at above USD 130 would likely need to be refinanced by disposals and potentially an accelerated exit from Covestro [ETR:1COV], according to bankers and shareholders.

On 24 May, Monsanto rejected Bayer’s proposed all-cash offer at USD 122 a share, deeming it “incomplete and financially inadequate”, but said it was open to discussing a potential path forward. Bayer is expected to come back with an improved offer.

One Bayer shareholder cited talk that Bayer is considering an improved offer at USD 130 per share if granted access to Monsanto’s books.

A spokesperson for Bayer declined to comment.

There is a limit to how much Bayer could raise its offer, since the company has a threshold at 25% of the current share capital to raise equity, one banker said. Bayer would want to stay below this threshold to avoid a shareholders vote, he pointed out.

According to Bayer’s 2014 AGM circular, the company was “granted permissions until April 2019 to raise capital stock by issuing additional shares of up to 25% of the existing 826.95m shares outstanding, reflecting a potential issuance of 207.0299m new shares”.

Bayer has already said that the expected equity financing of its proposed bid for Monsanto represents approximately 25% of the transaction’s enterprise value and is expected to be raised primarily via a rights offering. The company also stressed that the offer would not be subject to its shareholders’ approval.

In the absence of additional equity, Bayer shareholders will balk at the level of debt required to get to above USD 130, a second banker warned.

If Bayer were to raise the bid to USD 130 per share, this implies an enterprise value for Monsanto of EUR 58.78bn, (based on an exchange rate of 1 USD = 0.907606 EUR). Based on a Bayer share price of around EUR 87.64, raising 25% of this value with a rights issue, and within Bayer’s current authorisation, would require the rights issue to be priced at a maximum 15.8% discount to TERP, according to Dealreporter analytics.

Based on an average 28.96% discount to TERP for M&A intended rights issues since February 2014, Bayer could raise EUR 12.02bn via the rights issue, reflecting 20.45% of the enterprise value at USD 130 per share, and would need EUR 46.76bn in debt financing. This would result in combined net debt/EBITDA of 4.81x, before synergies.

Bayer sought to reassure shareholders during its management roadshow that it will remain price disciplined in its pursuit of Monsanto, as reported by this news service.

The company continues to stress that disposals will not be required to finance the offer, and press reports have stated that Bayer has already secured USD 63bn in debt financing for the offer which, can be increased if it opts to raise its offer.

On May 24, Moody’s placed Bayer’s A3 credit rating under review for downgrade in the light of the group’s announcement to acquire Monsanto.

The rating agency said that despite Bayer's intention to finance approximately 25% of the transaction's enterprise value with equity primarily via a rights offering, Moody's believes that the offer signals a step change in Bayer's financial policy. Financial leverage will increase sharply post-closing, with total debt to EBITDA likely to rise close to 4.5x, on a Moody's adjusted and pro forma basis (that is, including a full-year contribution from Monsanto).

But Bayer could finance a higher bid using proceeds from divestitures that would be required to appease antitrust regulators, the shareholders and the bankers agreed. It is most likely that the divestitures would come out of Bayer's seed/herbicides business, an industry analyst said. If necessary, Bayer could divest the entire unit so that Monsanto's market share in herbicides, including the Liberty herbicide and Liberty link trait, wouldn't change at all as a result of the transaction, he commented.

Should Bayer bid above USD 130, it would certainly raise the prospect of disposals, the first banker said. A bid at USD 130 plus could accelerate its exit of Covestro or other assets in its portfolio, he added.

Bayer owns approximately 64% of Covestro shares, worth EUR 4.9bn at the current market price.

Bayer has indicated it does not want to own Covestro for the long haul, the second banker emphasized.

Covestro’s shares have jumped in the wake of the Monsanto talks, which seems to indicate that the market thinks Bayer could potentially sell the business to finance the acquisition.

That business would generate some interest, even though it is pretty commoditized, this banker believed.

(Handelsblatt) Nivea Maker Under Pressure to Grow (Full article

Stefan Heidenreich, the chief executive of Beiersdorf, the Hamburg-based group best known for its Nivea range of personal care products, likes to keep a low profile. He doesn’t give interviews, doesn’t talk to analysts and avoids public engagements whenever he can. And when he can’t, for example when it’s time for an annual general meeting or an annual results news conference, he keeps his speeches brief. With his quiet style, he has led the ailing giant back to growth in the last four years, exercising a mixture of caution and aggression, taking risks at times but always keeping the company’s tradition in mind.

Now he’s under pressure from some investors to take the next step, to make a major acquisition to expand Beiersdorf, which is still a minnow compared with competitors like L’Oréal, Procter & Gamble, Coty and Unilever. Some Beiersdorf investors are piling on the pressure.

We’re just slowly starting to fish.

STEFAN HEIDENREICH
CEO, BEIERSDORF
“A larger takeover would really make sense right now and would certainly also be seen as positive by investors,” said Peter Steiner, consumer product analyst at Bankhaus Lampe, a private bank in Düsseldorf.

Beiersdorf is financially well-off but hasn’t increased dividends in years. This would be easier for investors to understand if the money was being put to good use. Industry experts see takeover targets in the market for organic cosmetics as well as in the Hamburg-based group’s latest field of endeavor: the shaving products business.

A number of things suggest that Beiersdorf, after entering into the business with interchangeable shaving blades for women (Nivea Protect & Shave), now wants to boost its earnings in the men’s market.

The market for razors is dominated by the U.S.-based groups Procter & Gamble, maker of the Gillette brand, and Edgewell, which makes Wilkinson razors. New opportunities for growth might be found in combination with Nivea products, like shaving cream and aftershave and pre-shave lotions — particularly in men’s products.

For that reason, there’s speculation in the industry that Beiersdorf might swallow up Edgewell. The No. 2 in the world market would not only provide Beiersdorf with good razor blades, but also give it access to other markets. For example, Edgewell also produces sunscreen lotions and brand-name articles such as Carefree hygiene products and o.b. tampons.

Industry insiders say such a takeover makes obvious sense.

Edgewell, based in Missouri, generated about $2.4 billion in sales last year and currently has a market value of around $5 billion. The company’s shareholders are primarily funds and investment companies. For that reason, Edgewell is already considered a takeover candidate in U.S. financial circles.
“They are literally waiting for an offer to come,” an investment banker said. A spokeswoman for Beiersdorf declined to comment on speculation of a takeover.

Mr. Heidenreich certainly has the money for an acquisition. Beiersdorf has close to 10 percent of its own stock stashed away. The group could use it for a takeover. Together with a capital increase, the group, whose current market value is €20 billion ($22.5 billion), could raise around €8 billion without having to go into debt. Its equity ratio is at a record high of 61 percent. Beiersdorf has virtually no debt and more than €3 b illion in cash.

One obstacle to a big deal, however, could be multi-billionaire Michael Herz, a major shareholder. He wants any takeover candidates to be close to the group’s core business, namely skin and face care. That reduces the list of targets. Moreover, sellers in the beauty industry are demanding “crazy Prices,” one investment banker said. That’s partly because competitors like Henkel, L’Oréal and Unilever are also on the lookout for acquisitions.

Mr. Heidenreich isn’t giving much away about his intentions. “We’re just slowly starting to fish,” he said recently.

When he became chief executive, the Nivea brand had just turned 100. But there was little reason to celebrate. The long-established brand was losing market share. His predecessor, Thomas Quaas, had over-extended the brand to include lipstick, makeup and nail polish. Sales never took off.

The only thing left for Mr. Quaas to do was an about-face. He reduced the number of employees by 1,000 to 17,500 and opted for a “less-is-more” strategy. Mr. Heidenreich took over the implementation of the concept, removing the lavishly-presented cosmetic line Nivea Beauté and thinning Nivea’s product range by 20 percent.

In addition, Mr. Heidenreich picked up the pieces in China where his predecessor had financially overstretched the company with a €270-million takeover of hair care specialist C-Bons Hair Care. The acquisition proved to be badly in need of restructuring. Beiersdorf was forced to inject a lot of extra money. At least the group is now no longer losing money in Asia.

“Nivea is in brilliant shape,” said Mr. Steiner, the Bankhaus Lampe Analyst. “In my view, the brand is stronger than ever before.”

Since 2011, the operating return on sales has surged from 11.5 percent to last year’s record of 14.4 percent. That’s almost to the same level as its major German rival Henkel, which makes the Schwarzkopf brand. Beiersdorf’s market value has almost doubled under Mr. Heidenreich’s leadership.

Nivea is in brilliant shape. In my view, the brand is stronger than ever before

PETER STEINER
CONSUMER PRODUCT ANALYST AT BANKHAUS LAMPE
The company has “achieved a record degree of stability and resilience,” Mr. Heidenreich said a few weeks ago at the annual general meeting. “That enables us to be in a position to be economically successful even under difficult conditions.”

Mr. Heidenreich still must prove that he can do that — with or without a takeover. Conditions are getting more difficult for Beiersdorf, primarily due to a weaker economy and tougher competition in important markets.

Although Beiersdorf has grown strongly in Brazil, the world’s largest market for deodorant and sun lotion, the pace will slow due to the country’s economic problems.

In turn, Beiersdorf’s self-adhesive subsidiary, Tesa, is feeling the effects of the cool-down of industrial activity and weaker demand in China. Among other things, Tesa produces adhesive for cell phones there. Contracts have run out and haven’t been renewed.

And business is becoming more difficult in saturated markets like Europe. For example, Beiersdorf is no longer the only supplier of personal care products at the discount food retailer Aldi. Declines in Italy and in Switzerland brought down Beiersdorf’s sales in Western Europe by 0.3 percent. Mr. Heidenreich must reduce the dependency on sales in saturated markets like Western Europe and the United States.

Beiersdorf is also struggling in the booming business of organic cosmetics. The company is trying to become a player in this field with the former East German brand, Florena. About two years ago, Mr. Heidenreich had repositioned the brand Beiersdorf acquired in 2002 and has since been focusing on organic ingredients, together with a selection of vegan products. So far it hasn’t boosted earnings. On the contrary, according to market researchers, Beiersdorf suffered losses of close to 17 percent with Florena in the important market for facial care in 2015 and barely made €11 million in sales.

Mr. Heidenreich has shown from the start that he can do more than just come up with quick results through uncompromising cost-cutting. He has secured the trust of major shareholder Mr. Herz, who has extended Mr. Heidenreich’s contract until 2019.

Mr. Herz and his brother, Wolfgang, own 51 percent of Beiersdorf and all the shares of the Tchibo coffee company. The brothers have parked their shares in the companies in Maxingvest AG. In the coming weeks, Maxingvest is to be converted into a corporate partnership limited by shares. This will prevent Beiersdorf’s seizure by outside parties.

This increases planning security for Mr. Heidenreich. Now he can relax and watch the European soccer championship in peace — and hope that his most important Nivea brand ambassador, German national team coach, Joachim Löw, and his team score a lot of goals.

>>> US Gapping Up

Gapping up
In reaction to strong earnings/guidance: CYRX +1.7%, BNED +1%

M&A news: RLOC +170% (ReachLocal to be acquired by Gannett for $4.60/share),TEVA +1.7% (Mayne Pharma confirms agreement to acquire 37 approved and 5 FDA filed products from Teva and Allergan (AGN) for cash consideration of $652 mln),CI +0.5% (Anthem (ANTM) might soon walk away from CI M&A deal due to regulatory issues, according to NY Post)

Select financial related names showing strength: PUK +12.3%, LYG +6.5%, RBS +4.9%, DB +3.5%, BAC +3.4%, BCS+3.3%

Select metals/mining stocks trading higher: AKS +6.9%, FCX +5.6%, BBL +5.6%, CLF +4.9%, BHP +4.6%, RIO +4.4%,VALE +3.2%

Select oil/gas related names showing strength: CHK +5.7%, PBR +4.7%, OAS +3.9%, MRO +3.7%, RIG +3.5%, BP+3.1%, SDRL +2.8%, RDS.A +1.9%, TOT +1.7%

Other news: MRNS +8.9% (announces top-line data from a Phase 2 study to evaluateganaxolone for the treatment of anxiety and attention in children with Fragile X Syndrome), BPTH +8.8% (enters into a sponsored research agreement with Thomas Jefferson University to investigate DNAbilize), IMMU +6% (announces the issuance of the 28th patent covering the composition and uses of sacituzumab govitecan; updates on clinical development plan for sacituzumab govitecan in TNBC), DDD +4.5% (presenting at Die and Mould China 2016 conf today), LC +3.7% (names Scott Sanborn as CEO and President, discloses workforce reductions, updates on Q2 originations), MEET +3.6% (MeetMe to acquire Skout for $28.5 mln in cash & 5.37 mln common shares, implying an enterprise value of ~$54.6 mln, expects earnings accretion in first 12 months post-closing), VRX+3.3% (Director Ross disclosed purchase of 4000 shares, worth total of $97.6K (transaction date 6/13)), NVO +2.7% (receives EMA marketing authorization for authorisation of mylife YpsoPump for use with NovoRapid PumpCart), POT +2.5% (rebounding following yesterday's decline), AZN +2.4% (receives EC marketing authorization for Zavicefta), ZYNE +2.3% (announces 'positive' top line results from a Phase 1 trial of ZYN002 cannabidiol gel in development for the treatment of epilepsy, osteoarthritis and Fragile X Syndrome), "XRX +2.1% (Xerox announces agreement with Carl Icahn, will appoint Jonathan Christodoro to the Board effective immediately)," SCTY +2.1% (SolarCity announces formation of special committee to evaluate Tesla proposal; also, upgraded to Mkt Outperform from Mkt Perform at Avondale), SPLK +1.8% (Splunk announces that Groupon (GRPN) has agreed to a multi-year Enterprise Adoption Agreement for its Enterprise and Splunk Enterprise Security),TSLA +1.1% (SolarCity announces formation of special committee to evaluate Tesla proposal), TASR +1.1% (Jacksonville Sheriff's Office Deploys 2,500 TASER X26P Smart Weapons)

Analyst comments: VBLT +6.3% (initiated with a Buy at H.C. Wainwright; tgt $11), BT +6% (upgraded to Neutral from Underperform at Macquarie), RIO +4.4% (upgraded to Overweight from Equal-Weight at Morgan Stanley), AMAT +3.1% (upgraded to Neutral from Negative at Susquehanna), SHPG +2.7% (resumed on Conviction Buy List at Goldman)
Gapping down
In reaction to disappointing earnings/guidance: EBF -3.6%

Select metals/mining stocks trading lower: EGO -3.8%, HMY -3.2%, ABX -2.6%, GFI -2.6%, SLW -1.9%, HL -1.7%,NEM -1.6%, GOLD -1.5%, GDX -1.3%, AG -1%, AU -0.9%

Other news: RGLS -49.5% (receives verbal notice from the FDA that its IND for RG-101 for the treatment of chronic hepatitis C virus infection has been placed on clinical hold), SAND -9.3% (announces $50 mln bought deal financing at $4.45/share),BUFF -3% (Blue Buffalo commences secondary offering of 15 mln shares of its common stock on behalf of selling shareholders), SYT -1.3% (enters into global development and distribution agreement with The Stockton Group)

Analyst comments: MTOR -1.7% (downgraded to Underweight from Neutral at Piper Jaffray), MBLY -1.4% (downgraded to Neutral from Buy at Goldman), LB -1.2% (downgraded to Underperform from Neutral at BofA/Merrill), ATHM -0.6% (downgraded to Underperform from Neutral at Credit Suisse)