(BN) Zurich’s Bid for RSA May Ignite Deal Flurry in Europe: Real M&A


Zurich’s Bid for RSA May Ignite Deal Flurry in Europe: Real M&A
2015-08-05 23:00:01.3 GMT


(For a Real M&A column news alert: SALT REALMNA <GO>.)

By Sarah Jones
(Bloomberg) -- With Zurich Insurance Group AG on the verge
of pursuing its biggest acquisition in more than a decade,
Europe is poised to add to the consolidation that is sweeping
the industry globally.
RSA Insurance Group Plc shares surged almost 20 percent on
July 28 after Zurich said it was considering an offer for the
London-based provider of property and auto coverage. Zurich is
said to be raising financing ahead of a potential offer for $8.7
billion RSA, people familiar with the talks said last week.
Insurance companies worldwide have been targeted in about
$64 billion of acquisitions so far in 2015, more than double the
amount in the same period a year ago. While the U.S. and Bermuda
accounted for the lion’s share, cash-rich European firms face
the same pressures that are driving consolidation elsewhere,
raising the specter that others such as Allianz SE and Axa SA
may follow Zurich and seek bigger transactions.
“‘There is definitely scope for a similar-size deal or
even larger in Europe,’’ said Sam Evans, global insurance deal
advisory lead at KPMG in London, whose clients include both
Zurich and RSA. ‘‘The general expectation is there is a lot more
activity to come.’’

Squeezed Margins

Insurers are merging as their margins get squeezed amid
increased competition from alternative players entering the
industry, and as investment income dwindles from record low
interest rates.
Combining can help the firms cut costs, while shoring up
their positions in markets they see as important. The largest
purchase announced this year was Ace Ltd.’s agreement to buy
Chubb Corp. in the U.S. for more than $28 billion.
There has been some dealmaking within Europe. Aviva Plc
bought smaller rival Friends Life Group Ltd. for $8.3 billion
and the Lloyd’s of London market has also seen a flurry of
activity led by XL Group Plc’s takeover of Catlin Group Ltd.
Otherwise, transactions have been mostly limited to asset
disposals and smaller purchases.
Stricter European-wide regulation on the industry in 2016,
known as Solvency II, has largely quashed M&A activity in the
region amid uncertainty about how much capital insurers will be
forced to have on their balance sheets.
Once insurers get regulatory approval on their capital
models, appetite for doing deals is expected to return, say
analysts including JPMorgan Chase & Co.’s Ashik Musaddi and Mark
Cathcart at Jefferies Group.
‘‘We have argued over the past year for sector
consolidation with the conglomerates leading the way,” said
Cathcart in a telephone interview. “It only takes one to break
ranks and then everyone else will breaks ranks. I love that
Zurich might get RSA, it makes sense. M&A on the continent will
happen.”

Deal Catalyst

While Allianz and AXA, two of Europe’s biggest insurers,
have previously said they’re not interested in making large
transactions, they could be tempted if the market reacts
positively to a Zurich-RSA deal, Cathcart said.
RBC Capital’s Kamran Hossain said he sees more chance of
deals happening in the Lloyd’s sector including potentially
Novae Group Plc and Hiscox Ltd., while JPMorgan’s Musaddi said
he expects to see more activity by medium-sized players
including Belgium’s Ageas and NN Group NV of the Netherlands.
“Zurich throwing their hat into the ring would have caused
consternation at the management board level of most big
insurers,” Trevor Moss, an analyst at Berenberg, said in an
interview. “It’s a catalyst for the European insurers to at
least think about it.”

For Related News and Information:
Zurich Said to Prepare Financing for Possible RSA Offer
RSA Surges Most in Two Decades as Zurich Weighs Takeover Bid
Top Finance news: TOP FIN <GO>
Real M&A columns: NI REALMNA <GO>

--With assistance from Aaron Kirchfeld in London.

To contact the reporter on this story:
Sarah Jones in London at +44-20-3525-2419 or
sjones35@bloomberg.net
To contact the editors responsible for this story:
Beth Williams at +1-212-617-2307 or
bewilliams@bloomberg.net;
Mark Bentley at +49-699-204-1262 or
mbentley3@bloomberg.net
Dan Kraut

>>> Activist Ackman Takes $5.5 Billion Stake in Snacks Giant Mondelez


Activist Ackman Takes $5.5 Billion Stake in Snacks Giant Mondelez
William Ackman thinks Oreo maker needs to cut costs, grow revenue, or sell to rival like Kraft Heinz
High-profile activist investor William Ackman has built a $5.5 billion stake in Mondelez International Inc., a giant bet that the maker of Oreo cookies and Ritz crackers will become the biggest target in a wave of consolidation reshaping the food industry.

Mr. Ackman’s Pershing Square Capital Management LP revealed its stake, which amounts to about 7.5% including options and forward contracts, in a statement late Wednesday night. The activist believes Mondelez has to grow revenues faster and cut costs significantly, they said, or sell itself to a rival.

With a $75.6 billion market value, there are few companies that could afford Mondelez. One potential buyer, the people said, could be the newly formed Kraft Heinz Co., which has a $97.6 billion market cap. A spokesman for Kraft Heinz declined to comment.


“We welcome Pershing Square as investors in our company,” a Mondelez spokeswoman said. “We’ll continue to focus on executing our strategy and on delivering value for all our shareholders.”

The investment, one of the biggest ever by an activist, represents the latest in an array of dizzying turns for the snacks company, whose $34 billion in annual sales makes it one of the world’s biggest packaged-food producers. In 2012, Mondelez spun off its former North American grocery brands business into Kraft Foods Group Inc., which itself was gobbled up this year to form Kraft Heinz.

Were a sale to materialize, it would be one of the biggest in a string of mergers in the food industry in the past two years that also has included Tyson Foods Inc.’s $7.7 billion acquisition of Hillshire Brands Co.

The drive to consolidate big U.S. food companies comes as they wrestle with rapid shifts in consumer tastes that are hampering sales growth. Shoppers increasingly are shunning traditional packaged foods in favor of products that are fresher and claim simpler, more natural ingredients.

‘I think Bill is very bright and he recognizes value when he sees it’
—Nelson Peltz, activist investor and Mondelez director
A sale to Kraft Heinz would recombine Mondelez and its former Kraft unit in a remarkable circle of corporate rearrangement. It would reinforce the influence in the industry of private-equity firm 3G Capital Partners LP, which acquired control of Heinz in 2013 and was the architect of the Kraft-Heinz merger that closed last month. 3G also bought Burger King in 2010 and last year merged it with Canada’s Tim Hortons. Mr. Ackman personally invests in 3G funds, but he hasn’t discussed the Mondelez investment with 3G, the people said.

Mr. Ackman’s arrival in Mondelez squeezes the food company between two of the heaviest hitters in the field, his Pershing Square LP and Trian Fund Management LP, co-founded by Nelson Peltz.

Mr. Peltz has a long history with Mondelez Chief Executive Irene Rosenfeld, having pressed for the Kraft-Mondelez split. Mr. Peltz became a Mondelez director in January 2014 as part of a truce after another public campaign, this time for it to cut costs and merge with PepsiCo Inc.’s snacks business. When he joined the board, Mr. Peltz dropped the merger push, which both Mondelez and PepsiCo had rebuffed.

Mr. Ackman has similar ideas for the Deerfield, Ill.-based snack giant and believes that Mondelez has dominating brands in the high-margin snack business, the people familiar with his investment said. The two activists haven’t spoken about Mondelez, the people said.

“I think Bill is very bright and he recognizes value when he sees it,” Mr. Peltz said Wednesday.

PepsiCo, whose food business includes Frito Lay and Quaker Foods, is another potential buyer of Mondelez, according to people familiar with the matter. A spokesman for PepsiCo declined to comment.


Ackman’s Investment Is Latest Jolt for Mondelez
Kraft Heinz Still Taking Shape After Its Own Merger
While a tie-up with Kraft Heinz could be seen as an about-face for Mondelez, the theory is that Kraft’s new management, 3G, brings a more aggressive focus on costs.

Cutting costs is considered 3G’s specialty, and it has put pressure on the rest of the food industry, including Mondelez. Analysts have speculated it would try to roll up more food companies. Bernstein analyst Alexia Howard wrote in a research note last week that one possible scenario is for Kraft Heinz to acquire General Mills Inc. first, then Mondelez.

The Brazilian private-equity fund has been joined by veteran investor Warren Buffett on deals including the Heinz buyout and the Burger King-Tim Hortons merger. Mr. Ackman’s Pershing Square owns a large stake in the company created by Burger King-Tim Hortons.

Mr. Peltz has already been pushing aggressive cost cuts at Mondelez. A month after he joined the board, it said it had adopted a cost-cutting tool favored by 3G known as zero-based budgeting, which requires managers to justify all costs every year instead of working off the prior year’s spending. Mondelez also has closed underused factories and invested in new, more efficient ones aimed at lowering future costs.

Though Mondelez continues to get hit by external factors like the stronger U.S. dollar, cost cuts and an ability to raise prices for its products overseas enabled its adjusted operating margin to expand by 2.7 percentage points in the latest quarter, topping expectations. Its shares have risen 27% this year, far outpacing major indexes and most rivals. The stock is up 65% since the Kraft split.

Activists, who buy shares and push for changes they believe will boost the stock price such as breakups, buybacks and cost cuts, have gathered larger war chests in recent years on the back of growing successes.

WSJ’s Dana Mattioli explains the significance of the accounting strategy known as zero-based budgeting to the Kraft Heinz deal. Photo: Getty
As a result, they’re taking on bigger targets. Trian earlier this year waged an unsuccessful battle for board seats at chemical giant DuPont Co. Jana Partners LLC in April disclosed a more than $2 billion stake in chip maker Qualcomm Inc., which has a market capitalization of more than $100 billion, and in June announced it had taken a 7.2% stake in packaged-foods giant ConAgra Foods Inc. and called for the company to shed its private-label foods business.

Pershing Square and Trian are two of the biggest and best known. Pershing Square now manages over $20 billion and sold $1 billion in bonds this year that was to help with its next big investment, according to filings. Trian, which itself has said it has two new large investments in the works, has roughly $12 billion in investible assets.

Assets of the two firms combined would rival roughly what the entire activism industry managed in 2008, according to industry researcher HFR.

The presence of multiple activists in the same company isn’t uncommon. Last year, Mr. Peltz’s partner, Ed Garden, endured some parallel activism in Family Dollar Stores Inc. from Elliott Management Corp., which questioned the deal reached to sell the company to Dollar Tree Inc., which Mr. Garden helped seal as a Family Dollar director.

>>> US Close Dow-0.06% S&P+0.31% Nasdaq+0.67% Russell+0.24%

Closing Market Summary: S&P 500 Snaps Three-Day Skid While Dow Lags

The stock market snapped its three-day skid on Wednesday with the S&P 500 climbing 0.3%. The benchmark index settled behind the Nasdaq Composite (+0.7%), but ahead of the Dow Jones Industrial Average (-0.1%), which ended in the red.

Equity indices began the day with gains, but the early strength was just a mirage for the Dow Jones Industrial Average as the price-weighted index retreated from its opening high and spent the afternoon near its flat line. Most notably, shares of Disney (DIS 110.53, -11.16) pressured the index throughout the day after the company reported earnings. Disney delivered a three-cent beat, but that was overshadowed by a poor showing from its media and parks & resorts segments.

In addition to pressuring the Dow, Disney's results broadsided other media names, resulting in a 1.1% decline for the consumer discretionary sector even as retailers outperformed with SPDR S&P Retail ETF (XRT 98.99, +1.10) climbing 1.1%. Furthermore, Time Warner (TWX 79.80, -7.85) reported better than expected results, but the stock fell victim to industry-wide selling pressure, ending lower by 9.0%.

Discretionary sector notwithstanding, the energy space (-0.8%) finished in the red while seven of the remaining eight groups posted gains. As for energy, the growth-sensitive sector was among the early leaders, but slumped alongside crude oil, which settled lower by 1.4% at $45.11/bbl. Interestingly, the late-morning turn in oil coincided with the reversal in equities.

Despite the intraday reversal, the Nasdaq was able to end the day with more than half of its original gain thanks to the relative strength in the technology sector (+1.0%). The top-weighted group was underpinned by large cap names while Apple (AAPL 115.40, +0.76) erased an early loss to end higher by 0.7% after yesterday's drop widened its decline from mid-July highs to 13.8%. On the earnings front, Motorola Solutions (MSI 64.01, +3.79) spiked 6.3% after better than expected results overshadowed cautious guidance for Q3.

Moving to the countercyclical side, consumer staples (+0.9%) and health care (+0.7%) settled well ahead of the broader market while telecom services (unch) underperformed and utilities (+0.3%) ended in-line. For its part, the health care sector rallied alongside biotechnology with iShares Nasdaq Biotechnology ETF (IBB 386.72, +2.91) climbing 0.8%.

Treasuries notched their lows shortly after the opening bell on Wall Street, but they retraced about a third of their losses with the 10-yr yield rising four basis points to 2.27%.

Today's participation was ahead of recent averages with more than 890 million shares changing hands at the NYSE floor.

Economic data included ADP Employment, Trade Balance, ISM Services, and MBA Mortgage Index:
  • The ADP National Employment Report revealed that employment in the nonfarm private business sector rose by 185K in July while the consensus expected a reading of 220K 
    • The June reading was revised down to 229,000 from 237,000 
  • The U.S. trade deficit widened to $43.80 billion in June from a downwardly revised $40.90 billion (from $41.90 billion) in May while the consensus expected a deficit of $42.70 billion 
    • The goods deficit increased to $63.50 billion in June from $60.60 billion in May while the services surplus was virtually unchanged at $16.70 billion 
  • The ISM Non-manufacturing Index increased to 60.3 in July from 56.0 in June while the consensus expected an increase to 56.3 
    • That was the strongest reading since hitting 61.4 in August 2005 
  • The weekly MBA Mortgage Index rose 4.7% to follow last week's uptick of 0.8% 
Tomorrow, the Challenger Job Cuts report for July will be released at 7:30 ET while weekly Initial Claims will be reported at 8:30 ET (consensus 271,000).
  • Nasdaq Composite +8.5% YTD 
  • S&P 500 +2.0% YTD 
  • Russell 2000 +2.2% YTD 
  • Dow Jones Industrial Average -1.6% YTD

(BLG) Re/Code: EMC Considers a Buyout by Its Own Subsidiary VMware


Re/Code: EMC Considers a Buyout by Its Own Subsidiary VMware
2015-08-05 18:45:03.305 GMT

http://recode.net/2015/08/05/emc-considers-a-buyout-by-its-own-subsidiary-vmware/

PageExcerpt:
Data storage and IT giant EMC is contemplating a deal under which it would be acquired by VMware, the software company in which it is a majority owner, according to sources briefed on the discussions. That is one of several options EMC’s board ...

(BFW) Axa CEO de Castries Tells Echos He Won’t Seek New Term in 2018

Axa CEO de Castries Tells Echos He Won’t Seek New Term in 2018
2015-08-05 14:51:57.531 GMT


By Fabio Benedetti-Valentini
(Bloomberg) -- Axa CEO Henri de Castries will not seek a
renewal of his term in 2018, according to an interview with
French newspaper Les Echos. De Castries also said:

* “Very high quality candidates” exist inside of Axa
* Split of chairman and CEO job could be considered
* “Time has not come yet” for announcements on succession
* Axa plans to present its new 2020 strategy in mid-2016


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To contact the reporter on this story:
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fabiobv@bloomberg.net
To contact the editors responsible for this story:
Elisa Martinuzzi at +39-02-8064-4218 or
emartinuzzi@bloomberg.net;
Geraldine Amiel at +33-1-5365-5075 or
gamiel@bloomberg.net

WSJ : Activist Investors Are Shaking Up Business Schools, Too

Activist Investors Are Shaking Up Business Schools, Too

Investors like William Ackman and Daniel Loeb are amassing influence—and fans—in M.B.A. programs

As a teenager, Christopher Crawford idolized Warren Buffett, poring over the Berkshire Hathaway Inc. leader’s shareholder letters.

Mr. Crawford’s current hero might be more feared than loved. In 2012, the then-25-year-old bought a ticket to the Ira Sohn Investment Conference in New York, where he watched activist investor William Ackman deliver a three-hour presentation arguing that Herbalife Ltd. , a maker of weight-loss shakes and vitamin supplements, was massively overvalued.

Mr. Crawford was hooked. He began following Mr. Ackman’s campaigns, ”reading everything I could get my hands on” and setting up Google alerts on the activist investor, he said. Mr. Crawford later enrolled at Columbia Business School, where he has taken courses such as Applied Securities Analysis and learned to hone investment pitches. He hopes to join a hedge fund when he graduates next year.

“Activism has changed so much about business,” Mr. Crawford said. “Whether you think it’s constructive or not”—and he’s quick to say there are good activists and bad ones—“it’s not going away.”

The swift rise of activist investors such as Mr. Ackman’s Pershing Square Capital Management LP and Daniel Loeb’s Third Point LLC has shaken up American businesses, forcing companies to cut fat or change course. Activist ideas are also shaking up business schools, upending class discussions and attracting a new crop of future investors eager to make a name for themselves.

Even students on the corporate track have shifted their career expectations, preparing for a changed landscape where executives are keenly attuned to shareholders’ demands and wary of their muscle, professors and students said.

Rising student interest has professors at Harvard Business School, Columbia Business School and Northwestern University’s Kellogg School of Management, among others, churning out new case studies based on activist campaigns or inviting the major players to campus. And while professors aim to present both management and activist viewpoints, they say more students now embrace the activist outlook.

In 2006, when Harvard Business School professor Robin Greenwood first taught a case study on a 2005 campaign by activists Barry Rosenstein and Carl Icahn against oil-and-gas firm Kerr-McGee Corp., “the overwhelming sentiment in the room was that activist investors were harassing the company and they’re just in it to make a short-term buck,” Mr. Greenwood said.

Now, he said, “a larger portion of students come in with the perspective of the activist,” with students quickly pointing out mismanagement, such as misallocation of resources or underused assets. Subsequent classes have taught case studies about Mr. Icahn and Southeastern Asset Management’s campaign at Dell Inc. and Pershing Square’s efforts at J.C. Penney.

And more students—who might have otherwise pursued more traditional finance roles—are considering careers in activism. As dollars under management by activists have mushroomed to $127.5 billion, according to research firm HRF, so have funds—there are now 73, up from 52 in 2007, with subsequent growth in hiring.

“There are students at Columbia with the singular goal of getting hired by Pershing Square,” said Robert Jackson, a professor at Columbia’s business and law schools.

The fund, whose longtime partner Paul Hilal received his M.B.A. from Columbia in 1992 and sits on the business school’s board, is among the highest-profile activists, with recent wins at Allergan Inc. and Zoetis Inc. It recruits from the school and sponsors an annual contest challenging Columbia students to come up with an activist thesis to improve operations at a public company.

The 2015 winners got a private dinner with Mr. Ackman in May. In the backroom at Maysville, a Southern-inspired restaurant in Manhattan, the students peppered him with questions, and he peppered them back.

“There’s definitely excitement around these guys and what they do,” said Lance Cannon, who graduated from UCLA Anderson School of Management in June. The 33-year-old organized a student outing to Red Mountain Capital Partners LLC, a local small-cap activist hedge fund, in May, during which students asked associates about their career trajectories and how the firm picks its targets. In part, he said, students are lured by the chance to have more of an impact by investing directly in companies.

They are part of a broader shift of young Wall Streeters away from careers in banking and toward areas that offer higher pay and more freedom. New regulations have hampered big banks’ ability to sink their own money into investments—a boon to hedge funds, private-equity shops and venture capitalists looking for talent.

Partly to meet student demand, b-school administrators say they’re inviting more activists to speak on campus. Columbia and Stanford have hosted Mr. Loeb and David Einhorn of Greenlight Capital Inc., respectively. In January, Sally Blount, Kellogg’s dean, hosted Jeff Ubben, chief executive of ValueAct Capital LP and a Kellogg alum, for an interview in front of a packed hall of students.

Critics of activism say these investors chase quick profits and steer companies away from making the necessary investments for the future. In welcoming activists and their ideas, schools are glamorizing what can be a destructive process, said Lynn Stout, professor of corporate and business law at Cornell Law School.

“There’s plenty of evidence to support the view that activism does far more harm than good,” she said.

Still, it appears likely to remain a fixture of corporate life. The number of activist campaigns year-to-date has risen 63% since 2009, according to FactSet, and an influx of investor dollars have enabled activists to take on larger targets.

Activist ideas—chiefly, a focus on maximizing shareholder profits—have found supporters even among students bound for careers as corporate managers.

Matthew Preston, a rising junior at Indiana University’s Kelley School of Business undergraduate program, said he hopes to work at one of the major Wall Street banks, which cater mostly to corporate clients. These firms are increasingly advising companies to be their own activists by staying lean, rooting out waste and taking stock-boosting measures—and prioritizing the bottom line above all else.

“ ‘If I invest in this company, how can I make the biggest returns?’ Whatever career I end up going into, I’ll always have that in the back of my mind,” he said.

Harry Kraemer, professor of strategy at Kellogg, said business schools must prepare aspiring executives to keep a clear head when an activist calls. “There’s nothing to be emotional about,” he said. “Activists are just one more group of constituents you deal with in leading a company.”

(BFW) MORE: Cevian, Investor AB May Set Up Vehicle for ABB Stake: HZ

MORE: Cevian, Investor AB May Set Up Vehicle for ABB Stake: HZ
2015-08-05 13:00:17.108 GMT


By Jan-Henrik Förster
(Bloomberg) -- Cevian, Investor AB may establish investment
vehicle in which they would integrate ABB stakes, Handelszeitung
reports without citing sources.

* Cevian wants to analyse whether ABB is best owner of all of
its business units and whether co. invests in right business
areas
* Such a move wouldn’t exclude a break-up of co., sale of
units
* Cevian said to plan raising ABB stake to 20%
* ABB shares up 2%, had risen as much as 4.4% to 2-week high
on article
* NOTE earlier: Cevian, Wallenberg’s Investor AB Said to Plan
Raising ABB Stake to 20%: HZ



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