>>> Alliance board 'out of touch' with shareholders - Elliott

Alliance board 'out of touch' with shareholders - Elliott

Elliott notes today's announcement by Alliance Trust plc ("Alliance Trust", or the "Company") that it does not intend to appoint or recommend the three new independent non-executive directors which were nominated by us on 16 March 2015.

We are long-term shareholders and are surprised and disappointed that the Company does not think it would benefit from the experience, integrity and independent thinking of Anthony Brooke, Peter Chambers, and Rory Macnamara. We believe that this decision is indicative of a Board that is out of touch with the concerns of its shareholders, and which needs fresh perspectives.

We are puzzled as to how the Board could have reached their conclusion without meeting or speaking with the candidates. The day before the requisition was made, Elliott notified the Company that we would make an announcement to that effect and stated our availability and interest in discussions. We have not received any response to our private invitation, and therefore publicly reiterate this invitation today.

This follows a pattern of non-engagement from the Company, starting with a number of letters to the Chairman from 22 December 2014 onwards which informed the Company that Elliott had begun to evaluate possible new candidates for the Board and that we stood ready to bring proposals directly to shareholders. In none of the Chairman's responses were these proposals addressed, and no interest was shown by the Company in participating in our efforts to strengthen the Board for the benefit of all shareholders.

Elliott notes with regret that the Company has resorted to questioning the independence of three individuals with impeccable credentials and integrity, when the candidates have been identified by a leading external search firm and are wholly independent of Elliott, who had never met any of the candidates previously, and of Alliance Trust. We note that of the six independent non-executive directors appointed by the Company since we became shareholders, three have resigned from the Company ahead of serving a full three-year term, which makes us question the effectiveness of the Board's own nomination process.

The Company's statement also includes factually incorrect assertions about proposals which it claims Elliott has made, including mechanisms to reduce Alliance Trust's persistent discount, and speculative assertions as to Elliott's intentions. Elliott's correspondence with the Board demonstrates their statement to be erroneous and misleading. The proposed directors will, if elected, form their own view as to what is in the best interests of shareholders in a manner wholly independent of Elliott.

We urge all shareholders who agree with Elliott's view that Alliance Trust requires fresh impetus at the Board level to make their views known to the Company. In the unfortunate event that the Company does not reconsider, we urge all shareholders to vote FOR the resolutions electing Messrs Brooke, Chambers, and Macnamara to the Board of our Alliance Trust.

>>> Phenix Groupe eyes outdoor media and mobile technology targets in France

(MergerMarket)
Phenix Groupe eyes outdoor media and mobile technology targets in France -chairman

Phenix Groupe, the French privately-owned outdoor advertising company, is eyeing outdoor media and mobile technology targets in France, Chairman and owner Sebastien Romelot said.

Romelot is looking himself for targets, and favours three types - outdoor advertising, outdoor marketing services and mobile technologies. He will look at targets of all sizes, and could make an acquisition in 2015. The group does not plan to mandate any financial advisor for these acquisitions, as Romelot has nine years of experience in mergers and acquisitions at Lazard. It will mandate its usual lawyers Linklaters or STC Partners.

The group was formed in 2014 from the merger of Insert SA and Kawet, a platform dedicated to mobile apps. It has made seven acquisitions since the creation of Insert SA in 2011, including Mediatables, an outdoor media company, and Promap, a historical French press bill boarding player, in 2013.

The EUR 24m revenues group will finance potential external growth with the funds received from its current shareholders in 2013 and 2014, and does not rule out another capital raise from its shareholders if an acquisition opportunity requires it, Romelot said.

Phenix Groupe is still majority owned by Romelot, who bought Insert SA in 2011. Audacia and Saint Mihiel, a private holding managed by Francois Dumez , invested respectively EUR 2m and 2.7m in 2013 and 2014 for a minority stake in the group.

The French outdoor media market is heavily concentrated and dominated by large groups such as JC Decaux SA (DEC:EN Paris), Exterion Media and Clear Channel France, according to Romelot. Phenix Groupe has posted 10% internal growth yearly and is one of the leaders in outdoor advertising addressing pedestrians, especially in Paris and other French city centres, and has a strongly growing market share in France, Romelot said.

The group plans to remain independent and reach EUR 26.4m revenues in 2015. Seventy percent of revenues are generated from its Insert outdoor media activity unit, and the remained from outdoor marketing services and mobile applications via its Kawet and StoreQuest subsidiaries. Kawet has its own engineering team dedicated to improving its technology. Its clients include SNCF, Procter & Gamble and Disney.

RTR- Bayer weighing options for consumer house and garden products

Bayer weighing options for consumer house and garden products


(Reuters) - Germany's largest drugmaker Bayer said it was considering strategic options for the consumer products part of its Environmental Science business, which makes about 220 million euros ($236 million) in sales from pesticides, pest control products and fertilisers.

"A number of strategic alternatives are under consideration," a company spokesman said on Friday.

People familiar with the matter told Reuters that Bayer was preparing to sell the business and was gauging the interest of prospective buyers, which could be private-equity or industry players.

>>> US Gapping down

Gapping down
In reaction to disappointing earnings/guidance
: AKS -8.6%, YOKU -4.8%, TIF -3.3%, ZFGN -0.9%, CERU -0.6%, SBLK -0.6%, CHL -0.5%

M&A news: MAC -8.6% (following final offer from SPG for $95.50 per MAC share, up from prior $91 offer; move in stock suggests expectations that offer likely to be rejected)

Other news: BIOD -8.7% (filed for $30 mln offering of common stock), THRX -7.3% (FDA Advisory Committee votes against safety and efficacy of BREO ELLIPTA (fluticasone furoate/vilanterol) for the treatment of asthma in children 12-17 years of age), ACUR -3.4% (disclosed that it was afforded an additional 180 calendar day period to regain compliance with the minimum bid price requirement of $1.00 per share), CRMD -2.6% (announces that the registration statements for the shares of its common stock underlying its publicly traded warrants have both been declared effective by the SEC), MTGE -2.3% (cuts dividend; also downgraded at Wunderlick)

Analyst comments: ERIC -1% (downgraded to Equal-Weight from Overweight at Morgan Stanley), DATA -1% (downgraded to Neutral at Mizuho), VNCE -0.8% (downgraded to Neutral from Overweight at Piper Jaffray)

>>> US Gapping up

Gapping up
In reaction to strong earnings/guidance
: ENVI +33.1%, CTRP +17.9%, RALY +10.9%, GMAN +7.6%, MFRM +5.6%, DRI +4.8%, KBH +4.8%, NKE +4.7%, CMCM +4.7%, MBLX +3.7%, NWY +3.1%, ISNS +2.9%, SAP +2.6%, AGRO +2.3%

M&A news: VGGL +36.6% (announces its executive chairman and CEO has proposed to acquire, either individually or through his affiliates, 25% of the company's Wetpaint business for $10 mln in cash)

Select EU financial related names showing strength: NBG +3.3%, SAN +3.1%, DB +2.6%, RBS +1%

Other news: PRTA +42% (announces positive results from a Phase 1 single ascending dose study of PRX002, a monoclonal antibody for the potential treatment of Parkinson's disease and other related synucleinopathies ), SPEX +31.1% (provides update regarding Spherix v. VTech, Case and Spherix v. Uniden Case), VBLT +18.1% (cont strength), ICPT +12.1% (announces new subgroup analyses from the Phase 2b FLINT trial of obeticholic acid in patients with nonalcoholic steatohepatitis), BIIB +6.9% (announces data from a pre-specified interim analysis of PRIME ), CRH +5.8% (expected to benefit from Lafarge/Holcim merger), TKMR +3.4% (prices its upsized 7.5 mln share secondary offering at $20.25 per share), ESPR +3% (positive commentary on Thursday's Mad Money), OXGN +3% (announces $10 million at-the-market registered direct offering, shares offered at $1.7125/share), EXA +2.5% (Soros Fund discloses 9.15% passive stake in 13G filing), JKS +2.1% (announces agreement to supply 75 MWdc of its PV solar modules for the Red Horse 2 Wind and Solar project; also and Dupont (DD) sign collaboration agreement), AVEO +2% (regained compliance with Nasdaq's minimum bid listing rule) SAND +1.9% (announces agreement to restructure gold stream and loan agreement with Luna Gold), AAL +1% (positive commentary on Thursday's Mad Money), SONC +1% (positive commentary on Thursday's Mad Money), SNY +0.9% (co and and Evotec sign definitive agreement for major multi-component strategic alliance)

Analyst comments: PIR +5.1% (upgraded to Outperform from Perform at Oppenheimer), STM +2.9% (upgraded to Equal-Weight from Underweight at Morgan Stanley), OC +2.6% (upgraded to Overweight from Equal Weight at Barclays), CELG +2.1% (target raised to $144 from $135 at Piper Jaffray), HON +1.7% (added to Americas Conviction Buy List at Goldman), AUY +1.6% (upgraded to Overweight from Neutral at HSBC Securities), HW +1.1% (initiated with a Buy at Sun Trust Rbsn Humphrey), ABAX +1% (target raised to $72 from $66 at Canaccord Genuity), BKU +0.9% (initiated with a Buy at UBS), SHPG +0.8% (upgraded to Outperform at Bernstein), MMS +0.7% (initiated with a Outperform at Wells Fargo)

FT : Universal takes on Spotify freemium model

Universal takes on Spotify freemium model


NASHVILLE, TN - NOVEMBER 02: General atmosphere view at Spotify presents An Intimate Evening With Shane McAnally at the Rosewall on November 2, 2014 in Nashville, Tennessee. (Photo by Jason Davis/Getty Images)©Getty
The “freemium” model used by Spotify to amass 60m users and 15m paying subscribers around the world is facing a new challenge just months after the pop star Taylor Swift yanked her albums from the music streaming service.
The Shake It Off singer mounted a high-profile publicity campaign against Spotify at the end of 2014, claiming the service was undervaluing her music by allowing people to listen to it free of charge. Now, Universal Music Group, the world’s largest music company and home to acts ranging from Sam Smith to Katy Perry, is using license negotiations with Spotify to push for changes to the company’s free service, privately arguing that it is not sufficiently distinct from the its paid-subscription tier.

The disagreement has exposed a sharp difference in strategy between two of the industry’s most important companies, at a time of rapid change in the distribution of music. Digital downloads, a reliable source of industry revenue for the past decade, have peaked and are in steady decline. Revenues from streaming, meanwhile, have eclipsed CD sales and are closing in on downloads as music’s largest source of revenue in the US, the industry’s biggest market.
Ad-supported free streaming generated $295m in the US for music labels in 2014, much less than the nearly $800m generated by paid subscription.
The Spotify business model relies on attracting users to a free service that offers a selection of music but with limited functionality, with the aim of converting those users to paying subscribers. Spotify generates some revenue around the free service but makes more via paid subscriptions.
A person close to Universal says there was clear evidence the availability of free music on Spotify was hurting digital downloads from stores such as Apple’s iTunes. “The market data really speaks for itself,” the person says. “It’s clear that the key to success for artists, consumers and Spotify alike is developing an offering that drives more free users to the paid tier.”
Spotify has resisted tightening or changing the free aspect of its service: it says doing so would slow the conversion of free users to paying subscribers and likely send those users to pirated music or free sites such as YouTube. “Without free, pay has never succeeded,” Jonathan Forster, who heads the Nordics region for Spotify, tells the Financial Times. “We’re one of the greenest shoots of growth in the industry. We don’t want to destabilise that. We think that this model works.”
The company also rejects the suggestion that its ad-supported tier is responsible for declines in download sales. “Spotify is not cannibalising iTunes,” it says. “Spotify is monetising people who have never been monetised before.” Only 12 per cent of former iTunes users are on Spotify and of that number more than 40 per cent subscribe to the paid tier, it adds.
Spotify founder and CEO Daniel Ek addresses a press conference in New York, December 11, 2013. The music streaming service, Spotify, unveiled a new ad-based service for mobile and tablet users that will allow access to Spotify's song catalog for free. Ek also announced, that the Spotify catalog will now include the works of Led Zeppelin, the legendary band that until this deal had withheld its music from streaming services. AFP

Universal does not want Spotify to abandon the free tier. Instead, it is pushing the company to modify the free service, perhaps by capping the amount of time it can be used, to accelerate the conversion to higher margin, paid subscription. Spotify users can listen to as much free music as they want for an unlimited period of time, although they cannot choose tracks on its mobile app or listen offline.
Universal has not commented publicly on its licence negotiations with the streaming company. Like the other big music labels, the Vivendi-owned group has a small stake in Spotify, holding about 5 per cent of the company. Until recently it seemed to be in lock-step with the company’s free-to-paid strategy.
But its position has clearly changed. Rob Wells, president of Universal’s global digital business, and a known supporter of Spotify’s freemium model, left the company recently, while Lucian Grainge, its chief executive, has begun to speak out about the limitations of ad-supported music streaming. He told the Recode conference last month that the industry needed to “accelerate paid subscription” in streaming. “Ad-funded on-demand is not going to sustain the entire ecosystem of the creators as well as the investors,” he said.

Other music labels have taken a different approach. Sony Music, the second largest music group, has not clashed with Spotify although Doug Morris, its chief executive, has been critical of free music services. “I equate ‘free’ with the decline of the music business,” he recently told Hits, a music industry trade title. “In general, free is death.”
He added that Daniel Ek, Spotify’s chief executive and founder, “deserves a tremendous amount of credit for pushing the rock up the hill”.
Mark Mulligan, an analyst with MIDiA Research, says Spotify is better than most other services at converting free users to paying customers. Pandora, the streaming radio service, has 80m free users and 3.5m pay, he says, while YouTube has 1bn users any month and barely any pay. “No one else is converting free users to paying ones like Spotify,” he says.
Simon Wheeler, director of strategy at Beggars Group, which owns the 4AD and XL labels, agrees that criticism of Spotify’s model was “a bit unfortunate” as Spotify has been “more successful than any other company in converting people from free to paid”.
The bigger issue, he argues, is YouTube. Though the Google-owned platform is primarily known as a video site, it has become the main online destination for young people to listen to music for free.
“You’ve got to look at YouTube,” he says. “It’s free on every platform with no restrictions, totally on demand.”
Freemium v paid: Streaming competition swells
TO GO WITH AFP STORY BY SOREN BILLING:
This photo illustration shows the Swedish music streaming service Spotify on March 7, 2013 in Stockholm, Sweden. Sweden is at the forefront of a global recovery in music sales driven by streaming music services such as Spotify. AFP PHOTO/JONATHAN NACKSTRAND (Photo credit should read JONATHAN NACKSTRAND/AFP/Getty Images)©AFP
YouTube is one of several Spotify competitors bringing streaming services to the market this year. The site, which has 1bn visitors each month, has an enormous library of music videos and tracks that can be watched at any time. The company says it has paid out more than $1bn to music labels “over the past few years” — their share of advertising revenue — and is working on its own paid subscription service, which will launch in 2015.
The nascent streaming sector will become fiercely competitive this year. Apple will in a few months launch the streaming service it has been reconfiguring since it acquired Beats Electronics last year from Dr Dre and Jimmy Iovine for $3bn. The iPhone maker will not offer a free tier in its service but has been in discussions with top artists and managers about signing them to exclusive deals, according to people familiar with the situation.
Mr Iovine, who is running the Apple service, is pursuing these deals aggressively, the people say. If he is successful it could mean that new tracks or albums are made available first on the Apple service before they are streamed anywhere else.
Jay-Z, the leading hip-hop star, is also set to enter the market, having acquired Aspiro, a Swedish music streaming group, and is set to use his clout and connections — his RocNation company represents acts including Rihanna and Shakira — to increase its presence in the US.
Spotify, meanwhile, is on track for an initial public offering, having recently hired Goldman Sachs to lead a $500m fundraising that would give the company a provisional valuation of about $8bn.
It is unclear whether the disagreement with Universal, its biggest supplier of music, is going to become a larger issue at a time when the company is anxious to maintain its growth curve. Whatever the outcome, its freemium model is clearly not leaving the spotlight anytime soon.
“It’s the year in which everyone is beginning to say: is freemium growth big enough?” says Mr Mulligan of MIDiA Research. “Everyone knows it converts [to paid subscription] but the question is: does it convert enough? Is the result big enough to make sure the market grows?”

>>> US Early premarket gappers

Early premarket gappers
Gapping up: PRTA +42.3%, SPEX +34.9%, ENVI +33.1%, CTRP +17.2%, ENTR +11.1%, RALY +10.5%, ICPT +7.8%, VBLT +5.5%, GMAN +5.3%, DRI +4.8%, NKE +4.6%, BIIB +4.5%, MUX +3.8%, MBLX +3.7%, NWY +3.1%, MFRM +3.1%, CMCM +3.1%, PIR +3%, ISNS +2.9%, EXA +2.5%, TKMR +2.5%, JKS +2.1%, AVEO +2%, DB +1.9%, AUY +1.9%, HON +1.9%, NBG+1.7%, YOKU +1.7%, NVO +1.3%, KBH +1.2%

Gapping down: THRX -9.7%, AKS -9.5%, BIOD -8.7%, TIF -3.9%, VALE -3.2%, ACUR -2.9%, SHAK -1.6%, PLUG -1.5%, DATA -1.5%, ERIC -1%, ZFGN -0.9%, SSLT -0.8%, SBLK -0.6%