>>> Asian Update

Asian Mid-session Update: China Industrial profits slow further; Japan headline CPI falls to 2-year lows

***Economic Data***
- (CN) CHINA JULY INDUSTRIAL PROFITS Y/Y: -2.9% V -0.3% PRIOR; YTD: -1.0% V -0.7% PRIOR
- (JP) JAPAN AUG TOKYO CPI Y/Y: 0.1% (2-year low) V 0.1%E; CPI EX FRESH FOOD Y/Y: -0.1% V -0.2%E; CPI Ex Food, Energy Y/Y: 0.4% (5-month high) v 0.3%e
- (JP) JAPAN JULY NATIONAL CPI Y/Y: 0.2% (2-year low) V 0.2%E; CPI EX FRESH FOOD Y/Y: 0.0% (2-year low) V -0.2%E
- (JP) JAPAN JULY JOBLESS RATE: 3.3% V 3.4%E; Job-To-Applicant Ratio: 1.21 (highest since Feb 1992) v 1.19e
- (JP) JAPAN JULY RETAIL SALES M/M: 1.2% V 0.6%%E; RETAIL TRADE Y/Y: 1.6% V 1.1%E (4th straight rise)
- (JP) JAPAN JULY OVERALL HOUSEHOLD SPENDING Y/Y: -0.2% V +0.5%E; 2nd straight decline

***Index Snapshot (as of 02:30 GMT)***
- Nikkei225 +2.8%, S&P/ASX +0.6%, Kospi +1.5%, Shanghai Composite +2.6%, Hang Seng +0.9%, Sept S&P500 -0.5% at 1,979

***Commodities/Fixed Income***
- Dec gold +0.6% at $1,129/oz, Oct crude oil +0.8% at $42.92/brl, Dec copper flat at $2.33/lb
- USD/CNY: (CN) PBoC sets yuan mid point at 6.3986 v 6.4085 prior setting; Largest increase in Yuan fix since March
- (JP) BOJ offers to buy ¥400B in 5-10yr JGBs, ¥800B in T-bills, and ¥140B in floating rate JGBs
- (AU) Australia MoF (AOFM) sells A$800M in 2.75% 2019 Bonds; avg yield: 1.93%; bid-to-cover: 3.96x
- (NZ) RBNZ bought net NZ$191M in July v NZ$8M in June; 4-year high

***Market Focal Points/FX***
- The biggest 2-day rally in US stocks has also boosted sentiment in the Far East, with more decent gains across the local markets. Shanghai Composite is leading the charge with a 2% rise after yesterday's impressive close of over 5% despite speculation that the govt was behind the late-session push. US equity futures are more subdued, falling about 10pts below 1,980.

- China's top financials posted results overnight and the sentiment here is also mixed. BoCom is up slightly, while ICBC and AgBank are both down. A financial press report summed up the results, noting that non-performing loans rose for all three, and the bad debt write-offs are accelerating. China Industrial Profits figures were also troubling with a faster decline in both Y/Y and YTD measures. In FX, China finally fixed Yuan firmer, as the midpoint saw the biggest upside jump in 5 months.

- A large set of economic data from Japan has given little reason to doubt overnight comments by BOJ Gov Kuroda that the central bank is far from contemplating more easing. Unemployment rate slipped a decimal on strong labor demand, with job-to-applicant rate at its highest since 1992. Household spending slowed for the 2nd straight month but only by a marginal -0.2% vs -2.0% in the prior month. Even more importantly, CPI figures slowed to 2-year lows on the headline basis, but national Core CPI avoided a contraction anticipated by analysts. Fin Min Aso remarked that consumer spending and CPI would remain in an upward trend, and that the govt is not planning extra spending measures.

- Volatility in FX majors was somewhat contained. EUR/USD and USD/JPY pairs traded in 40pip ranges above $1.1230 and ¥120.90 respectively. NZD/USD rose over 40pips and hit session highs above $0.65 after S&P affirmed New Zealand AA+ sovereign rating with a Stable outlook. Also of note in New Zealand, July net RBNZ purchases of NZD were at a 4-year of high NZ$191M, though the central bank said this was merely routine portfolio rebalancing. Likewise, AUD/USD rose over 40pips above $0.72 before the full retreat in the afternoon hours. Australia retailers Woolworths and Harvey Norman saw slight gains after posting their FY15 results.

***Equities***
US equities / ADRs:
Notable afterhours (17:00):
- FCX: Icahn discloses 8.46% stake; may seek board representation - 13D filing; +17.1% afterhours
- NVTA: Biotech investor Baker Brothers discloses 20.6% stake - 13D filing; +14.4% afterhours
- ATVI: ATVI and UAL to enter S&P500 index; +6.7% afterhours
- SWHC: Reports Q1 $0.26 v $0.22e, R$147.8M v $144Me; +6.2% afterhours
- SPLK: Reports Q2 $0.03 v $0.02e, R$148.3M v $140Me; +5.7% afterhours
- ULTA: Reports Q2 $1.15 v $1.11e, R$877M v $870Me; +3.6% afterhours
- ARO: Reports Q2 -$0.55 (excl items) v -$0.56e, R$327M v $326Me; -2.0% afterhours
- ADSK: Reports Q2 $0.19 v $0.17e, R$609.5M v $613Me; -6.0% afterhours

Notable movers by sector:
- Consumer discretionary: Kweichow Moutai Co 600519.CN -3.6% (H1 result); Air China 753.HK -2.5% (H1 result); SAIC Motor Corp 600104.CN -0.1% (H1 result); Woolworths WOW.AU +1.8% (FY15 result); Harvey Norman HVN.AU +0.3% (FY15 result)
- Consumer staples: Yantai Changyu Pioneer Wine Co 000869.CN +6.4% (H1 result)
- Financials: Industrial and Commercial Bank of China (ICBC) 601398.CN -1.2% (H1 result); Agricultural Bank of China (ABC) 601288.CN -0.7% (H1 result); Bank of Communications 601328.CN +1.2% (H1 result); Bank of Ningbo Co 002142.CN +1.4% (H1 result); Legend Holdings Corporation 3396.HK +1.5% (H1 result); Cinda Asset Management 1359.HK +5.6% (H1 result)
- Industrials: China Shipbuilding Industry Company 601989.CN +8.6% (H1 result); BBMG Corp 2009.HK +2.6% (H1 result); Shanghai Mechanical and Electrical Industry 600835.CN +5.2% (H1 result); Mazda Motor Corp 7261.JP +4.7% (July Japan production)
- Technology: Sharp Corp 6753.JP +6.0% (speculation to sell LCD unit)
- Materials: Aluminum Corporation of China 601600.CN +3.8% (H1 result)
- Energy: PetroChina Co 601857.CN +1.5% (H1 result); China Oilfield Services 2883.HK +5.7% (H1 result); Sinopec Shanghai Petrochemical 600688.CN +9.9% (H1 result)
- Healthcare: Kangmei Pharmaceutical Co 600518.CN +1.3% (H1 result)
- Utilities: Beijing Enterprises Water Group 371.HK +6.7% (H1 result); Shenergy Co 600642.CN +3.3% (H1 result)

>>> US After Hours Summary: SWHC +6.2%, SPLK +4.8%, ULTA +4.0%,

After Hours Summary: SWHC +6.2%, SPLK +4.8%, ULTA +4.0%, VMEM -25.9%, BEBE -9.1%, ZOES -5.7%, ADSK -5.1% following earnings/guidance

After Hours Gainers:

Companies trading higher in after hours in reaction to earnings: SWHC +6.2%, SPLK +4.8%, ULTA +4.0%, XRT +0.1%

Companies trading higher in after hours in reaction to news: FCX +18.5% (Carl Icahn disclosed 8.46% active stake in 13D; intends to have discussions with management), NVTA +11.2% (Baker Bros filed 13D, switching classification from a passive investor to active investor; maintained 20.6% stake), ATVI +7.0% to replace PLL in the S&P 500), UAL +6.3% (to replace HSP in the S&P 500), AMGN +0.3% (confirmed FDA approval of Repatha (evolocumab) Injection for the treatment of high cholesterol)

After Hours Losers:

Companies trading lower in after hours in reaction to earnings: VMEM -25.9%, BEBE -9.1%, ZOES -5.7%, ADSK -5.1%, CLCT -3.3%, OVTI -2.3%, VEEV -2.0%, ARO -0.8%, GME -0.1%

(BUS) Freeport-McMoRan Statement Regarding Carl Icahn Filing


BN 08/27 20:43 *FREEPORT-MCMORAN SAYS MAINTAINS AN OPEN DIALOGUE WITH HOLDERS
BN 08/27 20:42 *FREEPORT-MCMORAN STATEMENT ON CARL ICAHN FILING
Freeport-McMoRan Statement Regarding Carl Icahn Filing
2015-08-27 20:42:00.139 GMT

Freeport-McMoRan Statement Regarding Carl Icahn Filing

Business Wire

PHOENIX -- August 27, 2015

After the close of the market on August 27, 2015, Carl Icahn filed a Schedule
13D regarding the acquisition of interests in Freeport-McMoRan Inc. (NYSE:
FCX).

FCX maintains an open dialogue with our shareholders and welcomes constructive
input toward our common goal of enhancing shareholder value.

Earlier today, FCX announced revised capital and operating plans in response
to the recent decline in commodity prices resulting in reduced capital
expenditures, lower production levels and lower operating, administrative and
exploration costs. Today’s actions, along with the August 5, 2015 announcement
of reduced oil and gas capital expenditures, are the results of the previously
announced review of operating plans. The steps we are taking to reduce costs
and capital expenditures will strengthen our financial position during a
period of weak and uncertain markets and preserve our large resource base for
improved future market conditions.

Our high quality portfolio of long-lived assets, flexible operating structure
and experienced management team provide a solid base to address the current
market conditions while maintaining an attractive portfolio of assets
positioned for long-term success.

FCX is a premier U.S.-based natural resources company with an industry-leading
global portfolio of mineral assets, significant oil and gas resources and a
growing production profile. FCX is the world's largest publicly traded copper
producer.

FCX's portfolio of assets includes the Grasberg minerals district in
Indonesia, one of the world's largest copper and gold deposits; significant
mining operations in the Americas, including the large-scale Morenci minerals
district in North America and the Cerro Verde operation in South America; the
Tenke Fungurume minerals district in the DRC; and significant U.S. oil and
natural gas assets in the Deepwater GOM, onshore and offshore California and
in the Haynesville natural gas shale, and a position in the Inboard Lower
Tertiary/Cretaceous natural gas trend onshore in South Louisiana. Additional
information about FCX is available on FCX's website at "fcx.com."

Cautionary Statement Regarding Forward-Looking Statements: This press release
contains forward-looking statements, which are all statements other than
statements of historical facts, such as statements regarding targeted
reductions in capital spending and operating and administrative costs the
estimated impact of adjustments to mine plans and other factors on projected
production and sales volumes and unit costs, projected operating cash flow,
and future ability to pay dividends and repay debt. The declaration of
dividends is at the discretion of the Board and will depend on FCX’s financial
results, cash requirements, future prospects, and other factors deemed
relevant by the Board.

FCX cautions readers that forward-looking statements are not guarantees of
future performance and actual results may differ materially from those
anticipated, projected or assumed in the forward-looking statements. Important
factors that can cause FCX's actual results to differ materially from those
anticipated in the forward-looking statements include supply of and demand
for, and prices of copper, gold, molybdenum, cobalt, crude oil and natural
gas, mine sequencing, production rates, industry risks, regulatory changes,
political risks, drilling results, potential additional oil and gas property
impairment charges, potential additional LCM inventory adjustments, potential
impairment of long-lived mining assets, the outcome of negotiations with the
Indonesian government regarding PT-FI's COW, PT-FI's ability to obtain renewal
of its export license after January 28, 2016, PT-FI’s ability to renew its
bi-annual labor agreement expiring in September 2015, PT Smelting's ability to
restart smelter operations as expected in September 2015, the potential
effects of violence in Indonesia, the resolution of administrative disputes in
the DRC, weather- and climate-related risks, labor relations, environmental
risks, litigation results and other factors described in more detail under the
heading “Risk Factors” in FCX's Annual Report on Form 10-K for the year ended
December 31, 2014, filed with the U.S. Securities and Exchange Commission
(SEC) as updated by FCX’s subsequent filings with the SEC.

Investors are cautioned that many of the assumptions on which FCX's
forward-looking statements are based are likely to change after the
forward-looking statements are made, including for example commodity prices,
which FCX cannot control, and production volumes and costs, some aspects of
which FCX may not be able to control. Further, FCX may make changes to its
business plans that could affect its results. FCX cautions investors that it
does not intend to update forward-looking statements more frequently than
quarterly notwithstanding any changes in FCX's assumptions, changes in
business plans, actual experience or other changes, and FCX undertakes no
obligation to update any forward-looking statements.

View source version on businesswire.com:
http://www.businesswire.com/news/home/20150827006025/en/

Contact:

Financial Contacts:
Freeport-McMoRan Inc.
Kathleen L. Quirk, 602-366-8016
or
David P. Joint, 504-582-4203
or
Media Contacts:
Freeport-McMoRan Inc.
Eric E. Kinneberg, 602-366-7994
or
Brunswick Group
Steve Lipin or Darren McDermott, 212-333-3810

-0- Aug/27/2015 20:42 GMT

WSJ : Icahn Sets Freeport-McMoRan in His Sights


Icahn Sets Freeport-McMoRan in His Sights
Miner announced plans Thursday morning to cut head count and capital spending; Icahn discloses stake after markets close


Activist investor Carl Icahn disclosed a stake in copper miner Freeport-McMoRan Inc. on Thursday, saying its shares are undervalued and that he plans to talk with management about its costs.

Mr. Icahn said in a filing that he intends to have discussions with Freeport-McMoRan’s board and management about the company’s capital expenditures, executive compensation practices, capital structure and curtailment of its “high-cost production operations.”

Mr. Icahn also may seek board representation, the filing said.

A group including Mr. Icahn holds an 8.46% stake.

The criticisms come after Freeport-McMoRan outlined plans on Thursday morning to cut its capital-spending plans for 2016 by 29% and reduce head count at U.S. mining operations as copper prices near six-year lows—which sent shares up 29% in the regular trading session. After Mr. Icahn disclosed his stake, shares climbed a further 18% to $51.89 after hours. The stock has been beaten down—it hasn’t seen $50 a share since 2011.

Mr. Icahn is known for acquiring big stakes in companies and agitating for changes, and has shaken up the boards of directors at Chesapeake Energy Corp., Transocean Inc. and CVR Energy Inc., among others.

Freeport’s new expense reductions, which could include eliminating around 1,560 jobs, come after the Phoenix-based miner cut its oil-and-gas spending plans earlier this month and said it would review its mining operations.

Freeport, which has been struggling with the effect of weak commodity prices, said it now expects capital spending of $4 billion next year, down 29% from its July estimate of $5.6 billion.

It also said it would cut planned 2016 copper production by 150 million pounds, or 2.8% of the 5.4 billion pounds it had previously forecast. Its earlier 2016 forecast called for a 29% increase in production from current levels.

Like many mining companies, Freeport has suffered from a perception by investors that it had overextended itself during the commodities boom earlier this decade.

The retrenchment by Freeport, which mines copper in Arizona, Latin America, Indonesia and the Democratic Republic of Congo, is significant because the company had taken one of the mining world’s most bullish stances on the metal, used in pipes and wiring.

However, Freeport said on Thursday it was time to “respond aggressively to current market conditions.” Copper prices are currently averaging $2.25 per pound, 27% lower than last year, and “near a six-year low,” the company said.

At that level, spending would come in far below the $6.3 billion in expenditures Freeport is estimating for this year. Freeport has already pared its 2015 capital budget by about 16% since late 2014.

The 2016 forecasts include a 25% cut to mining spending and reductions in copper sales and site production, including a suspension of operations at its Miami, Ariz., mine and reductions at its Tyrone, N.M., mine.

Freeport said it expects a 10% reduction in employees and contractors at U.S. mining operations. As of Dec. 31, 2014, Freeport employed 13,200 people, along with 3,400 contractors, at its U.S. operations, according to securities filings.

The company cited recent declines in copper prices, which are nearing six-year lows, for the cuts. Freeport said it still has a positive outlook on its business, helped by limitations on copper supply.

Freeport earlier this month cut its oil-and-gas capital spending views for 2016 and 2017 by $900 million to $2 billion a year. The company maintained its expectation for $2.8 billion in spending for this year. Freeport said it also would look for strategic investors to help fund development at oil-and-gas and mining properties.

In July, after reporting its second straight quarterly loss, the company had said it was prepared to scale back operations if commodity prices didn’t recover

A downturn in commodity prices has hit miners across the board. But Freeport is relatively fortunate to be mining copper and not iron ore, the key ingredient in steelmaking, which is far more oversupplied. And Freeport has managed to keep costs at most of its mines far below current copper prices, helped by lower oil prices, the strong dollar and mining in developing countries.

>>> US Close Dow+2.27% S&P+2.44% Nasdaq+2.45% Russell+1.87%

Closing Market Summary: Nasdaq Leads Stocks Higher

The stock market registered its second consecutive advance on Thursday with the S&P 500 jumping 2.4% while the Nasdaq Composite (+2.5%) outperformed slightly. The market endured a late afternoon swoon, but was able to return to its high by the close.

Equities began the trading day on an upbeat note after the overnight session featured a rally across major global equity markets. China's Shanghai Composite took part in that move, soaring 5.3%, but the spike was reportedly aided by an intervention from the People's Bank of China.

Once the U.S. session got going, stocks followed the lead from Asia, rallying across the board with the energy sector pacing the advance. The growth-sensitive sector surged 5.0% while crude oil settled on its high, spiking 10.3% to $42.53/bbl., which represented the largest gain since 2009.

Similar to energy, the remaining nine sectors posted solid gains. Meanwhile, the S&P 500 surrendered 30 points in just an hour but reclaimed all 30 of those points during the next 30 minutes or so, highlighting the elevated volatility that has been in place as of late. To that point, at their Monday lows hit soon after the open, the Dow, Nasdaq, and S&P 500 were down 6.6%, 8.8%, and 5.3%, respectively. At their highs today, they were up 8.4%, 12.3%, and 6.6% from those lows, respectively.

Generally speaking, the indices have pivoted from being oversold on a short-term basis to being overbought on a short-term basis. The speed at which the sell-off and the rebound occurred has left everyone grappling to explain why it happened, what it means, and what comes next. No explanation is wholly sufficient and often matches the character of the market at the time it is provided.

While there might be reason to feel better about the market after the recent rebound, all this week's action truly succeeded in doing was damage retail investor psychology further and increase the level of uncertainty that was already in the market and had kept the S&P 500 range-bound.

On the corporate front, Avago Technologies (AVGO 126.26, +10.06) surged 8.7% after beating bottom-line estimates while the broader PHLX Semiconductor Index jumped 3.7%. For its part, the technology sector rallied 2.3%, settling not far behind the broader market.

Treasuries held gains during overnight action, but they slumped in the morning, hitting their lows right around 9:30 ET. After spending the morning in the red, the 10-yr note rallied off its low as stocks slid from highs. The benchmark note slipped from its afternoon high just ahead of the close, ending little changed with its yield at 2.18%.

Once again, participation was above average amid the heightened volatility with more than 1.2 billion shares changing hands at the NYSE floor.

Economic data included Initial Claims, Q2 GDP, and Pending Home Sales:

  • Initial jobless claims for the week ending August 22 declined by 6,000 to 271,000 while the consensus expected a reading of 275,000.
    • The prior week was left unrevised and there were no special factors affecting the latest claims report
    • The four-week moving average bumped up by 1,000 to 272,500
  • As expected, the second estimate for Q2 GDP produced an upward revision, but the surprise is that it was larger than expected
    • Q2 GDP was revised up to an annual growth rate of 3.7% from the advance estimate of 2.3% while the consensus estimate was looking for a jump to 3.1%
    • The drivers of the upward revision were personal consumption expenditures, nonresidential fixed investment, and private inventories
  • Pending home sales for July rose 0.5% while the consensus expected an increase of 1.0%

Tomorrow, July Personal Income (consensus 0.4%), Spending (expected 0.4%), and core PCE Prices (expected 0.1%) will be reported at 8:30 ET while the final reading of the Michigan Sentiment index for August (expected 93.0) will cross the wires at 10:00 ET.



Click here to read the full comment.

Portfolio Ticker Matches:  WRAPX



This email was sent to you at: sgva@bloomberg.net. To ensure delivery to your Inbox and have images displayed properly, please add update@briefing.com to your Address Book or Safe Sender List.

Briefing.com sends these emails based on the preferences you set for your account. If you no longer wish to receive this email, unsubscribe here. To edit your email preferences, click here. Visit our Privacy Policy if you have any questions.

Briefing.com offers a wide range of premium services. Free trial requests can be made via our institutional sales or customer service departments.

401 N. Michigan Avenue, Suite 2950 Chicago, IL 60611

Copyright © 2015 Briefing.com, Inc. All rights reserved.

Take Briefing.com on the go!

>>> FCX +15% after hours : Icahn build a stake, find stock Undervalue

>>> FCX : Icahn has a position & intend to start discussion, see stock UV
Freeport-mcmoran Inc | Icahn Carl C: SC 13D
2015-08-27 20:03:48.539 GMT

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment ___)*
Freeport-McMoRan Inc.
(Name of Issuer)
common stock, par value $0.10 per share
(Title of Class of Securities)
35671D857
(CUSIP Number)
Jesse Lynn, Esq.
Icahn Capital LP
767 Fifth Avenue, 47^th Floor
New York, New York 10153
(212) 702-4300
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
August 17, 2015
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of Section 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g),
check the following box / /.
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d‑7 for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).

>>> Maurel & Prom to merge with MPI (Press Release)

Maurel & Prom to merge with MPI
The Boards of Directors of Maurel & Prom and MPI have unanimously approved the principle of a merger between the two companies under a merger by absorption of MPI by Maurel & Prom.

Reasons and objectives for the merger

Unlike the conditions which prevailed in 2011, Maurel & Prom and MPI currently have to face a difficult macroeconomic environment following the sudden drop in the price of oil, the lack of visibility related to their size, which limits their access to the best conditions that the financial markets have to offer and restricts their capacity for external growth in a capital-intensive industry.

The merger is a logical step in consolidation of the sector and would enable the new company to benefit from a reinforced financial capacity resulting from:

- a combination of significant cash flows from production in Gabon and Tanzania and dividends from Seplat in Nigeria;
- better access to financial markets; and
- substantial cost synergies and tax savings which, for example, would have represented EUR 14.5m for the 2014 financial year on a pro forma basis, of which EUR 12m in tax savings and EUR 2.5m in operating expenses corresponding to listing, structural and management costs of MPI.
The merger would also enable the new entity to benefit from an attractive combination of already developed onshore assets, offering a favourable oil (variable price)/gas (fixed price) product mix and greater geographic diversification combining (i) onshore operated assets generating substantial oil production with long-term visibility (Gabon) (ii) operated assets that began producing gas on 20 August 2015 offering exposure to East African countries (Tanzania), (iii) a significant stake (22%) in Seplat, one of the leading indigenous operators in Nigeria with strong potential for growth, (iv) significant upside development and appraisal potential in Canada and (v) exploration regions in Colombia, Myanmar and Namibia. Given the characteristics of these assets, the new merged company would assert itself as a leader among junior oil companies.

The consolidated entity would offer investors an attractive investment vehicle in terms of liquidity and market capitalisation, ranking it among the top-tier independent European oil exploration/production companies.

Terms of the merger

The proposed operation would take the form of a merger, in which MPI would be absorbed by Maurel & Prom. This merger must be approved by the General Shareholders’ Meetings of both companies in December 2015, with retroactive effect from 1 January 2015.

According to the indicative parity proposed by the Boards of Directors of Maurel & Prom and MPI, dated 27 August 2015, MPI shareholders would receive one Maurel & Prom share for two MPI shares.

The definitive exchange parity proposed to the shareholders of MPI and Maurel & Prom will be decided at the next meeting of the Maurel & Prom and MPI Boards of Directors, to be held mid-October, after the economic, financial, legal and operational terms of the merger have been examined over the next few weeks.

The indicative parity takes into account the payment of an exceptional dividend of EUR 45 cents per MPI share. This will be submitted for approval by the MPI General Shareholders’ Meeting called to approve the transaction and will be paid to shareholders on the condition precedent that the transaction is approved by the Maurel & Prom and MPI General Shareholders’ Meetings.

As part of the preparatory work for the transaction, the Boards of Directors of both Maurel & Prom and MPI also decided at their meetings on 30 July 2015 to put in place an ad hoc committee of directors, considered independent, for the purposes of the transaction, by their respective Board of Directors1. Each ad hoc committee is in particular responsible for analysing the terms under consideration for the planned merger and issuing recommendations to its Board of Directors, to enable them to make any decisions on the intended merger, including the exchange parity. In this respect, the ad hoc committee has recommended that its respective Board of Directors approve the merger by absorption of MPI by Maurel & Prom, as well as the proposed indicative parity for the transaction, and that they undertake an in-depth examination of the terms of the plan over the next few weeks.

At the recommendation of its ad hoc committee, the MPI Board of Directors has decided to voluntarily appoint the auditors Associés en finance, represented by M. Arnaud Jacquillat as an independent expert with a mandate to appraise the fairness of the financial conditions offered to MPI shareholders under the merger, it being stipulated that this independent expert must adhere to the regulations applicable to independent experts appointed pursuant to the General Regulations of the French Financial Markets Authority (Autorite des marches financiers, AMF). The work of the independent expert will be overseen by the ad hoc committee established by the MPI Board of Directors.

Maurel & Prom and MPI will also file a joint motion to appoint a merger auditor proposed by the ad hoc committees of the Maurel & Prom and MPI Boards of Directors to the Presiding Judge of the Paris Commercial Court. Pursuant to the applicable legal provisions and regulations, the merger auditor must check that the proposed parity is fair for all of the shareholders of Maurel & Prom and MPI.

The merger auditor’s report, the independent expert’s fairness opinion, the draft merger agreement and an information document on the transaction which will be registered by the Autorite des marches financiers will be available no later than one month before the General Shareholders’ Meetings of Maurel & Prom and MPI called to make a decision on the merger, pursuant to the applicable legal provisions and regulations.

The transaction will be subject to certain usual conditions precedent, particularly confirmation by the AMF that the merger will not result in any obligation for Pacifico to buy back the shares of Maurel & Prom and MPI under Article 236-6 of the AMF General Regulations.

(BFW) Maurel & Prom to Absorb MPI, See Substantial Synergies, Savings

ONE 08/27 15:58 Maurel & Prom: PLANNED MERGER BETWEEN MAUREL & PROM AND MPI
BN 08/27 16:02 *MAUREL & PROM: DEAL PRESENTATION AUG. 28 AT 10AM PARIS TIME
BN 08/27 16:02 *INDICATIVE PARITY TAKES INTO ACCOUNT €45C/MPI SHR SPECIAL DIV
BN 08/27 16:01 *MAUREL & PROM: INDICATIVE PARITY TAKES INTO ACCOUNT DIV OF €45C
BN 08/27 16:01 *MPI HOLDERS TO GET 1 MAUREL & PROM SHR FOR 2 MPI SHRS
BN 08/27 16:00 *MAUREL & PROM TO ABSORB MPI
BN 08/27 15:59 *MAUREL MPI HOLDERS WOULD GET 1 MAUREL & PROM SHR FOR 2 MPI SHRS
Maurel & Prom to Absorb MPI, See Substantial Synergies, Savings
2015-08-27 16:19:20.251 GMT


By Gaurav Panchal
(Bloomberg) -- Maurel & Prom, MPI boards agree to merge via
absorption of MPI by Maurel & Prom, with MPI shareholders
getting one Maurel & Prom share for two MPI shares.

* Based on Aug. 27 close price of Maurel & Prom, indicative
offer values MPI at EU2.345/shr, or EU270.4m
* MPI shrs close at EU2.52/shr
* Definitive exchange parity proposed to shareholders of MPI,
Maurel & Prom to be decided at next meeting of Maurel & Prom
and MPI boards in mid-Oct.
* Indicative parity takes into account payment of an
exceptional div. of EU45c per MPI share
* Merger must be approved by general shareholders’ meetings of
both companies in Dec., with retroactive effect from Jan 1
* Savings/Synergies:
* Cos. see substantial cost synergies and tax savings
* Says would have represented EU14.5m for 2014 on a pro
forma basis, of which EU12m in tax savings and EU2.5m in
operating expenses corresponding to listing, structural
and management costs of MPI
* Deal presentation at 10am Paris on Aug. 28
* Link: http://edge.media-server.com/m/p/m8wepxjk/lan/en
* Statement:Link


Link to Company News:{MAU FP <Equity> CN <GO>}
Link to Company News:{MPI FP <Equity> CN <GO>}

For Related News and Information:
First Word scrolling panel: {FIRST<GO>}
First Word newswire: {NH BFW<GO>}

To contact the reporter on this story:
Gaurav Panchal in London at +44-20-3525-0511 or
gpanchal2@bloomberg.net

To contact the editor responsible for this story:
Brian Lysaght at +44-20-3525-7908 or
blysaght@bloomberg.net