>>> US Gapping Up

Gapping up
In reaction to strong earnings/guidance: RTEC +6.5%, AJRD +1.3%, CNV +1%

M&A news: CLTX +79.6% (Celsus Therapeutics and Volution Immuno Pharmaceuticals SA reach an agreement for Volution to become a Celsus subsidiary, via an all-stock transaction), DEPO +6.1% (discloses adoption of poison pill following last week's unsolicited acquisition proposal from Horizon Pharma (HZNP)), BKH +1% (acquires SourceGas Holdings; accretive to EPS beginning first calendar year after closing)

Select Bio/pharma related names showing strength: IBIO +4.7%, SHPG +2.9%, GSK +1.2%

Select China related stocks trading higher: CMCM +3.4%, JKS +2.6%, SFUN +1.6%, NQ +1.3%, BABA +1%

Select travel related names showing strength: JBLU +2.2%, CCL +1.9%, LUV +1.8%, DAL +1.4%

Other news: ANAC +47.7% (announces positive top-line results; Crisaborole achieved statistically significant results on all primary and secondary endpoints; expects to submit a NDA in H1 of 2016), MWE +18.8% (to be acquired by MPLX LP (MPLX) for ~$78.64/share), NBG +13.2% (Greece and EU agree on bailout deal), CLSN +13% (files for 1.95 mln share offering of common stock issuable upon the exercise of outstanding warrants), FXCM +7.7% (still checking), WYNN +4.6% (Macau may allow smoking lounges in casinos, according to Macau Business), DANG +3.5% (announces the formation of a special committee of three independent directors, to consider its received 'going private' proposal), LVS +3.2% (Macau may allow smoking lounges in casinos, according to Macau Business), OGXI +3.1% (announces the continuance of its Phase 3 Enspirit trial, following the recommendation of an independent data monitoring committee), MGM +2.9% (Macau may allow smoking lounges in casinos, according to Macau Business)

Analyst comments: GRPN +4.8% (upgraded to Outperform at Macquarie), IMAX +2.9% (upgraded to Overweight from Neutral at Piper Jaffray), AN +2.2% (upgraded to Overweight from Underweight at Morgan Stanley), NVLS +2.1% (initiated with a Outperform at Robert W. Baird ), FIT +1.9% (initiated with a Buy at Deutsche Bank; initiated with a Overweight at Piper Jaffray),PXD +1.8% (upgraded to Overweight from Equal-Weight at Morgan Stanley), EW +1.6% (upgraded to Outperform at RBC Capital Mkts), SNY +1.5% (upgraded to Buy at Deutsche Bank), IR +1.4% (upgraded to Buy from Hold at Stifel), AAPL +1.1% (upgraded to Buy from Hold at Societe Generale)

>>> US Gapping down

Gapping down
In reaction to disappointing earnings/guidance: ASNA -11.4%, ARRS -4.3%, STX -2.6%, PLXS -1.4%


Select metals/mining stocks trading lower: IAG -5.5%, HMY -2.5%, ABX -0.9%, GDX -0.7%


Other news: MUX -8.1% (cont weakness), DSKX -5.7% (still checking), PBR -1.9% (reported its oil and gas production for June)

Analyst comments: GLW -2.1% (downgraded to Underperform from Neutral at BofA/Merrill), SEM -1.4% (downgraded to Sell from Neutral at UBS), STM -0.9% (downgraded to Underweight from Neutral at JP Morgan), ARMH -0.8% (downgraded to Underweight from Neutral at JP Morgan
)

>>> OPEC Monthly Oil Report: Raises 2015 oil demand growth forecast to 1.28M bpd

OPEC Monthly Oil Report: Raises 2015 oil demand growth forecast to 1.28M bpd 
- Forecasts 2016 oil-demand growth at 1.34M bpd
- Cuts demand forecast for its crude to 29.2M bpd in 2015 Cuts demand forecast for its crude to 29.2M bpd in 2015 
- Raises forecast for 2015 Non-OPEC supply growth to 0.86M bpd 
- OPEC forecasts demand for its crude at 30.1M bpd in 2016
- Expects US oil demand to rise by 0.28M bpd to 2016. 
- Saudi said to have produced 10.564M bpd in June

>>> Tory MP Zahawi In Talks Over Kurdish Oil Role (Gulfkesytone)

Tory MP Zahawi In Talks Over Kurdish Oil Role

The Tory MP Nadhim Zahawi has been approached about a senior role with Gulf Keystone Petroleum, Sky News learns.



A Conservative MP who sat on an influential House of Commons Select Committee during the last parliament is in talks about a senior role with the London-listed oil company Gulf Keystone Petroleum.


Sky News has learnt that Nadhim Zahawi, the MP for Stratford-upon-Avon, has been approached about a leading strategy role with Gulf Keystone, which has been beset by a string of public shareholder rows in recent years.

People close to the company said that Mr Zahawi, who last month narrowly lost out in a bid to chair the Foreign Affairs Select Committee, was in "serious talks" about the part-time post as it moves towards the receipt of regular payments from the Kurdistan Regional Government (KRG).

A former adviser to Talisman, another sizeable oil group, Mr Zahawi was a member of the Business, Innovation and Skills committee and chaired the All-Party Parliamentary Group on Kurdistan during the last parliament.

Born in Baghdad to Kurdish parents, the MP's family fled Saddam Hussein’s regime in the 1970s, and he continues to have significant interest in the region.

Before being elected in 2010, Mr Zahawi ran YouGov, the pollster.

He is understood to have been approached by Gulf Keystone because of his knowledge of Kurdistan and the KRG at a time when international oil companies are struggling to receive regular export payments.

Parliamentary rules on MPs' outside interests allow them to hold external roles, although they are obliged to "base their conduct on a consideration of the public interest, avoid conflict between personal interest and the public interest and resolve any conflict between the two, at once, and in favour of the public interest".

The latest Register of Members' Interests states that Mr Zahawi received £6127.78 from the KRG to cover the cost of a return flight to Kurdistan in January as part of a trade mission led by Boris Johnson, the Mayor of London.

Mr Zahawi also owns shares in Genel Energy, another Kurdish oil explorer, according to the register.

On Monday, Genel announced that Tony Hayward, the former BP boss, was moving from the role of Genel's chief executive to become chairman.

News of Mr Zahawi's talks with Gulf Keystone comes just three days after the oil company averted a shareholder row at its annual meeting in Paris, disclosing that it had received another multimillion dollar payment from the KRG.

As Sky News revealed this month, a trio of directors stepped down from its board ahead of the AGM despite the fact that they were not implicated in recent governance conflicts.

Gulf Keystone has tried to draw a line under persistent leadership rows by installing Jon Ferrier, a former Maersk Oil executive, as its new boss.

The company, which moved from London's junior AIM market to the main list last year, has been holding talks with parties interested in acquiring assets or the entire company for several months.

While it has met a target of producing 40,000 barrels of oil per day, it has been hurt - like rivals such as Genel - by delays to export payments from the KRG as it fights back against Islamic State insurgents.

Todd Kozel, its former boss, stepped down from the role last year following hints of a further shareholder revolt, although his exit has been accompanied by those of a number of independent board members elected as part of the 2013 peace deal.

Shares in Gulf Keystone have slumped by more than 60% during the last 12 months, valuing it at just £351m, while it continues to carry debts of nearly £400m.

Gulf Keystone declined to comment on Monday

>>> *CASCADE, GATES ASK BURKARD TO REIMBURSE SIKA FOR DAMAGES

*CASCADE, GATES ASK BURKARD TO REIMBURSE SIKA FOR DAMAGES
*CASCADE, GATES FOUNDATION SAY BURKARD BREACHED DIRECTORS DUTIES

Sika AG shareholders Cascade Investment LLC and the Bill & Gates Foundation Trust ramped up their efforts to block members of the founding Burkard family from selling their stake in the Swiss chemicalmaker to competitor Cie. de Saint-Gobain SA for about $3 billion.
The two investors are suing board director Urs Burkard for his part in the proposed transaction, Cascade and the Foundation Trust said in a statement Monday. In negotiating the sale of the family’s 16 percent stake with majority voting rights to Saint-Gobain, he failed in his duty to act in the best interests of Sika, they said.
Cascade and the Foundation Trust’s lawsuit will be an unwelcome sign for the Burkards that the minority investors are committed to fighting the deal that hands just the family an 80 percent premium for their holding. Saint-Gobain and the family already had to extend the deadline for completing the transaction to mid-2016.
The transaction was negotiated in secret, prompting a backlash from investors including Jupiter Asset Management Ltd. and Threadneedle. Cascade and the Foundation Trust have asked Swiss courts to review the conduct of Burkard, the architect of the deal, for any breach of duties as a director and any damages to be reimbursed to the company.

(Globe&Mail) Employee concerns main hurdle in Potash Corp. takeover of K+S

Employee concerns main hurdle in Potash Corp. takeover of K+S


In Potash Corp. of Saskatchewan Inc.’s quest to buy K+S AG, one of its biggest hurdles may lie in the German company’s corporate structure.

K+S has two boards of directors, one comprised of executives and another of employee representatives and shareholders.

The employee-shareholder group, known as the supervisory board, has enormous influence over the company with the power to hire and fire executives.


Unlike most takeovers, where a high enough bid will succeed, the buyer must also deal with the supervisory board, which takes into account the employees.

“The representative of the employees represent different interests,” said Martin Imhof, a partner at law firm Heuking Kuhn Luer Wojtek, who specializes in cross-border mergers and acquisitions in Germany.

“They try to protect employees, so no employee is made redundant in a takeover.”

Half of the directors on K+S’s 16-member supervisory board are employee representatives and union reps. It voted unanimously along with the executive board to reject Potash Corp.’s $8.7-billion (U.S.) bid, saying it was too low and citing potential job and production losses.

Potash Corp.’s offer represents a 57 per cent premium over K+S’s stock over the past year – a significant amount, especially in a soft commodities market.

But even though Potash Corp. is open to raising its bid if it found more value, that may not be the sticking point.

“What it takes in reality is a great deal of diplomacy and diplomatic communication and conviction rather than by throwing money at people,” said Ralf Thaeter, managing partner with law firm Herbert Smith Freehills Germany LLP, who has worked on cross-border mergers in Germany for more than two decades.

“The style in Germany is to reconcile interests of shareholders and employees. At the very end, the owners will always prevail but it is not as easy as [saying] ‘I have the majority and you are out of here.’ That’s just not going to work,” he said.

Although Potash Corp. said it does not plan to slash jobs or shutter mines, K+S wants more assurances. According to a source close to K+S, the company wants more than a legal and binding document. It wants a comprehensive, detailed set of commitments, as well as a mechanism to enforce the commitments after the merger.

The companies started talking about working together late last year, according to one source close to Potash Corp. Then the chief executives, Potash Corp.’s Jochen Tilk and K+S’s Norbert Steiner, spoke in February. A source close to K+S described the meeting as unsubstantial and irrelevant.

Tension erupted after K+S received Potash Corp.’s takeover proposal late in May. Potash Corp. wanted to meet to discuss the terms. But K+S refused and sent Potash Corp. a list of questions instead. K+S has said Potash Corp. was evasive when it asked for a commitment to protect 14,000 K+S employees.

The source close to K+S scoffed at a suggestion that they were not negotiating in good faith and said negotiations and diligence were something that is earned with a convincing proposal.

Regardless, K+S cannot ignore the huge premium Potash Corp. is offering. The source close to Potash Corp. said K+S shareholders like its offer. The Germany company has also heard that the premium is spectacular. But the source close to K+S said shareholders should not be blinded by the premium as it is based on what it sees as its undervalued stock. K+S has said Potash Corp.’s offer trivializes its large potash project in Saskatchewan, called Legacy.

K+S executives are now reaching out to shareholders to defend their decision. K+S shares are trading 10 per cent lower than Potash Corp.’s offer of €41 ($58) per share, suggesting that investors are not convinced that the deal will succeed.

K+S has not specified what is a fair price, except to say that it believes Legacy is worth €21 per share. That has led to speculation that K+S’s target is around €50.