>>> Boskalis interested in whole takeover of Fugro, works to dismantle defences

Boskalis interested in whole takeover of Fugro, works to dismantle defences 

Boskalis wants to take over the whole of Fugro, possibly by mid-2015 de Finaniceele Telegraaf reported, citing insider sources.

Previously Boskalis, which has grown its stake in Fugro to 20%, has denied interest in a takeover. But when CEO Peter Berdowski met his Fugro counterpart Paul van Riel back in November, their only meeting until today, his only message was that Boskalis was not interested in just purchasing the subsea sector of Fugro, the report said.

CEO Berdowski recently told Management Scope that Boskalis will be ready for its next takeover in mid 2015.

Furthermore, Boskalis is taking Fugro to court to dismantle a layer of its protection, the Foundation Continuity Fugro ("Stichting Continuïteit Fugro"). The foundation is able to cheaply transfer most of Fugro’s core activities to a shell in Curacao in case of a hostile takeover, rendering the company a shell. The case will go to court on March 17.

Boskalis, which wants a vote on the issue at the next shareholders meeting, cannot put the item on the agenda itself. Despite owning 20%, Boskalis does not have automatic voting rights, which are controlled by the Foundation Administrative Office Fugro (“de Stichting Administratiekantoor Fugro”) which was set up to protect the company’s interest. It can withhold voting rights if it feels a party wishes to put forward an item which can threaten the company’s future. Hence Boskalis is seeking legal action to also dismantle this second protective construction, a report in het Financieele Dagblad added, citing Bas Steins Bisschop, professor in entrepreurship law in Maastricht and Nyenrode as saying the construction was legally indefensible, even if Boskalis wishes to take over Fugro.

Dismantling the two constructions will leave only Foundation Preferential Shares ("Stichting Beschermingspreferente Aandelen), which allows for the emission of preferential shares in a takeover scenario. This was recently used by KPN in its defense against América Móvil. However, this construction can only hold for six months, the report added.

At the current share price, Boskalis would have to pay EUR 1.8bn for the remaining 80% of the shares. Berdwoski has previously said he would finance a takeover partially by emitting new shares and partially through external financing. Banks have already approached Boskalis offering to finance the deal, the report said.

Source De Financieele Telegraaf, Het Financieele Dagblad

>>> Brokers Upgrades & Dopwngrades - 12th of MArch 2015

>>> Up
*A2A RAISED TO BUY VS ADD AT BANCA IMI
*MICHAEL PAGE INTL. RAISED TO ’BUY’ AT JEFFERIES
*MOLESKINE RAISED TO OUTPERFORM VS NEUTRAL AT MEDIOBANCA
*MTU AERO ENGINES RAISED TO NEUTRAL VS UNDERWEIGHT AT JPMORGAN
*RBS RAISED TO HOLD VS SELL AT INVESTEC


>>> Down
*BILFINGER CUT TO UNDERPERFORM VS NEUTRAL AT EXANE
*CAIRN ENERGY CUT TO NEUTRAL VS BUY AT GOLDMAN
*ESURE CUT TO HOLD VS ADD AT NUMIS
*FACC CUT TO NEUTRAL VS OVERWEIGHT AT JPMORGAN
*RCS CUT TO HOLD VS BUY AT KEPLER CHEUVREUX
*INFINEON CUT TO MARKET PERFORM AT SANFORD BERNSTEIN
*KRONES CUT TO HOLD VS BUY AT DEUTSCHE BANK
*LOGITECH CUT TO UNDERWEIGHT AT JPMORGAN
*LUNDBECK CUT TO SELL VS NEUTRAL AT UBS
*KGHM CUT TO UNDERWEIGHT VS OVERWEIGHT AT JPMORGAN
*KIER GROUP CUT TO HOLD VS BUY AT LIBERUM
*TT ELECTRONICS CUT TO ADD VS BUY AT NUMIS
*TYMAN CUT TO HOLD VS BUY AT LIBERUM
*WORLD DUTY FREE CUT TO NEUTRAL VS BUY AT CITI


>>> PT Change


>>> Initiation
*ABB RATED NEW NEUTRAL AT NOMURA, PT CHF21
*ANHEUSER-BUSCH INBEV RATED NEW NEUTRAL AT EXANE, PT EU119
*ATLAS COPCO RATED NEW REDUCE AT NOMURA, PT SEK225
*CARLSBERG RATED NEW OUTPERFORM AT EXANE, PT DKK685
*HEINEKEN RATED NEW UNDERPERFORM AT EXANE, PT EU71
*HEXAGON RATED NEW BUY AT NOMURA
*IMI RATED NEW REDUCE AT NOMURA, PT 1,175P
*PLAYTECH REINITIATED BUY AT INVESTEC, PT 840P
*ROTORK RATED NEW NEUTRAL AT NOMURA, PT 2,500P
*SABMILLER RATED NEW OUTPERFORM AT EXANE, PT 4,000P
*SANDVIK RATED NEW BUY AT NOMURA, PT SEK105
*SCHNEIDER ELECTRIC RATED NEW BUY AT NOMURA, PT EU80
*SCS GROUP RATED NEW BUY AT INVESTEC, PT 270P
*SIEMENS RATED NEW NEUTRAL AT NOMURA, PT EU100
*SKF RATED NEW NEUTRAL AT NOMURA, PT SEK196
*SMITHS GROUP RATED NEW BUY AT NOMURA, PT 1,270P
*SULZER RATED NEW REDUCE AT NOMURA, PT CHF95
*WEIR GROUP RATED NEW NEUTRAL AT NOMURA, PT 1,600P


>>> Call
>> Stock
*TELECOM ITALIA, NOVO NORDISK EXIT GOLDMAN DOR FOCUS LIST
*CONTINENTAL REMOVED FROM FOCUS LIST AT CREDIT SUISSE
>> Sector
*EUROPEAN CAPITAL GOODS SECTOR RATED NEW NEUTRAL AT NOMURA

(BFW) Sika Board Says Regulators Wrong on Planned Saint-Gobain Deal

Sika Board Says Regulators Wrong on Planned Saint-Gobain Deal
2015-03-12 06:23:28.830 GMT


By Chris Malpass
(Bloomberg) -- Sika board of directors says it still
believes opting-out clause doesn’t affect sale of family stake
to Saint-Gobain even as it accepts regulator’s ruling on basic
validity of opting-out clause.
* NOTE: Swiss takeover panel on March 5 sided with Sika
founding family over planned sale of Sika to Saint-Gobain,
said opt-out clause is valid
* Sika board says invoking opt-out clause damages basis of
trust created by the Burkard family, violates limitations
set out in Articles of Association to protect public
shareholders
* NOTE: Opt-out clause releases purchaser from obligation to
make an offer to public shareholders
* NOTE: Burkard family owns about 16% of Sika shares, has 52%
voting rights
* NOTE: Sika mgmt aims to block CHF2.75b takeover by Saint-
Gobain
Link to Statement:Link

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To contact the editors responsible for this story:
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jludden@bloomberg.net
Chris Malpass

(BFW) Boskalis Said to Seek Full Fugro Takeover: Telegraaf

Boskalis Said to Seek Full Fugro Takeover: Telegraaf
2015-03-12 06:34:50.13 GMT


By Martijn van der Starre
(Bloomberg) -- http://www.telegraaf.nl/telegraaf-i/7Gk/Fpgj4

Link to Company News:{BOKA NA <Equity> CN <GO>}

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vanderstarre@bloomberg.net

WSJ : China Prepares Mergers for Big State-Owned Enterprises


China Prepares Mergers for Big State-Owned Enterprises
Plan seeks to make firms more profitable but tightens government’s grip

BEIJING—China’s leadership is preparing to radically consolidate the country’s bloated state-owned sector, telling thousands of enterprises they need to rely less on state life support and get ready to list on public markets.

The economic slowdown has heightened the imperative to eke better returns out of the state firms that tower over China’s economy, from the giants that dominate oil, banking and other strategic sectors, to smaller ones that run hotels and make toothpaste.

On Wednesday, China showed fresh signs of weakness, reporting that industrial production for the year’s first two months grew at its slowest pace since the global financial crisis, weighed down by overcapacity, while housing prices continued their swoon.

But instead of scaling back state firms’ role, as economists urge, the consolidation plan could tighten the state’s grip over economic activity and make already inflated behemoths even bigger.

Communist Party leaders plan to release broad guidelines in the next months for restructuring the country’s more than 100,000 state-owned enterprises, according to government officials and advisers with knowledge of the deliberations.

The leadership is determined to “crack a hard nut,” said Li Jin, deputy head of the China Enterprise Reform and Development Society, a trade group under the top state-firm regulator.

Strategically important industries such as energy, resources and telecommunications are marked for consolidation, the officials and advisers say. The merged entities would then be reorganized as asset-investment firms, with a mandate to make sure they run more like commercial operations than arms of the government.

Upper management will be under orders to maximize returns and prepare many of the companies for eventual listing on stock markets, these people say.

State companies are already under pressure to hand the government 30% of their profits by 2020—from 15% or less now. Some of this is to be earmarked for costs related to a rapidly aging population. The new plan adds a goal of making the biggest state companies profitable enough to go public by 2025, according to the officials.

By many measures, the state sector has grown more dominant in China’s economic life, despite Beijing’s recurring calls for a more vibrant private sector.

The plan could be controversial as it falls short of the steps advocated by some market-reform advocates: For one thing it takes large-scale privatization off the table.

“The idea of having asset managers oversee state assets is a good one, but it shouldn’t be done through combining existing state-owned enterprises that are already so big,” says Zhang Wenkui, a deputy director at the Development Research Center of the State Council, China’s cabinet. “That would only lead to less competition.”

Beijing has sought to improve state companies’ efficiency through consolidation in years past, with little success. For example, the government of Hebei province, which rings Beijing, merged two major steel makers to create Hebei Iron and Steel Group, which went on to scoop up more companies but which is now mired in losses and debt.

The State-owned Assets Supervision and Administration Commission, or Sasac, which oversees the largest state enterprises, declined requests for comment on the reform plan. In a speech to the legislature last week, Premier Li Keqiang vowed to “deepen the reform of state-owned enterprises” and to “speed up efforts” to set up state-asset investment companies. He didn’t elaborate

Over the years, China has moved in fits and starts to restructure its vast state-owned sector. In the 1990s, then-Premier Zhu Rongji closed thousands of factories and managed to make some state firms profitable by setting up asset-management companies that took over their debts. But little has been done to improve the way state companies are run.

Once released, the new plan is expected to be implemented by various level of government, though resistance by local officials is expected.

“Making state enterprises more commercial would mean an end to a lot of government subsidies to their employees, like housing and electricity bills,” said an official in eastern China’s Jiangxi province. “That would make a lot of people upset and angry.”

The prospect of a shake-up has prompted market bets on consolidation. Shares in the two state-controlled train makers, China CNR Corp. and China CSR Corp., have doubled in price since December when they announced a merger plan. The tie-up was approved by regulators this month. Meanwhile, shares in the listed arms of two of China’s oil giants—China National Petroleum Corp., or CNPC, and China Petrochemical Corp., or Sinopec—have also risen on speculation they would be combined.

Asked about the chances of such a tie-up, Sinopec Chairman Fu Chengyu told China’s official Xinhua News Agency on March 3, “I don’t know.”

Beijing still sees a bigger role for the private sector: The plan supports efforts to invite private investment into state firms, though the officials and advisers say that private investors wouldn’t be permitted to hold controlling stakes in most state firms.

Beijing sees a combination of mergers, better supervision and the discipline of public listing as crucial to reducing waste and corruption and holding management accountable, Chinese officials say.

“State-owned enterprises should have the kind of governance and financial accountability that meets the criteria for publicly traded companies,” Guo Shuqing, governor of Shandong province and a former financial regulator, told reporters this weekend.

State firms have thrived on access to loans from state banks and government-set rules that limit competition from private businesses, which complain of being muscled out of the market unfairly. Economists have said the special status has come at a cost to Chinese taxpayers and consumers.

In an analysis for The Wall Street Journal, economist Zhu Chaoping at UOB Kay Hian Holdings Ltd., a Singapore-based brokerage, found that assets at state-owned enterprises, defined as those majority-controlled by the government, jumped 90% to 25.1 trillion yuan ($4 trillion) in 2012 from 2008. Return on equity among state-controlled manufacturers, however, averaged 11.6% in 2013, compared with nearly 25.7% for their private brethren, according to Mr. Zhu’s analysis.

When drawing up the plan, senior officials looked at Singapore’s holding company for state firms, Temasek Holdings, according to officials and advisers. Under the Temasek model, the government would confine itself to the role of a stakeholder, receiving dividends but leaving day-to-day running of the companies to professional managers at the asset-investment firms hired at market rates.


In the end, Beijing’s plan stops short of that. The government will retain its current practice of naming senior management teams for the newly formed companies, the officials and advisers say.

Beijing has quietly started experimenting with forming state investment companies through merging state firms. Last year, at Sasac’s direction, State Development & Investment Corp., a financial and industrial conglomerate, scooped up a securities firm, while Cofco Corp.—one of China’s largest food-processing firms—swallowed another state-owned food company. Cofco absorbed the assets of China Huafu Trade & Development Group “for free,” according to Huafu, which became a subsidiary.

Officials at the regulator, State Development and Cofco declined to comment.

Meanwhile, in the nuclear power sector, China Power Investment Corp. is merging with the State Nuclear Power Technology Corp., according to the securities filings made by China Power’s listed arms last month.

Making big state companies bigger is likely to draw renewed wrath from private Chinese companies and from Western businesses and their governments, which have criticized Beijing for years for essentially subsidizing state firms by giving them preferential access to credit, land and other resources.

Combining state firms would “run counter to” Beijing’s promise to broaden private participation in the economy, said Zhang Ming, an economist at the Chinese Academy of Social Sciences, a government think tank.

FT. : Deutsche, Santander fail US stress test

Deutsche, Santander fail US stress test
The Federal Reserve has vetoed the US capital plans of Deutsche Bank and Santander in a stinging rebuke for the European banks even as every US lender passed the test for the first time, paving the way for the biggest payouts to shareholders since the financial crisis

>>> US After Hours: SCLN +14.3%, OME +11.5%, TAHO +8.1%, INGN

After Hours Summary: SCLN +14.3%, OME +11.5%, TAHO +8.1%, INGN -26.2%, BOX -13.5%, SHAK -5.5% following earnings/guidance

After Hours Gainers:

Companies trading higher in after hours in reaction to earnings: SCLN +14.3%, OME +11.5%, TAHO +8.1%, AMOT +6.5%, ZOES +5.2%, PLPM +3.9%, XNET +3.4%, CTP +3.3%, MW +3.2%, PLOW +3%, MYRG +2.5%, CNAT +1.8%, NMRX +1.3%, EYES +0.3%

Companies trading higher in after hours in reaction to news: CTP +3.3% (appointed Vice Chairman Sylvain Dhenin as CEO; co also reported earnings), MS +3.0% (announced a share repurchase of up to $3.1 bln; increased quarterly dividend to $0.15 from $0.10), C +2.8% (announced an increase of quarterly dividend to $0.05 from $0.01 per share and a $7.8 bln share purchase plan during the five quarters starting in the second quarter of 2015), PLCE +2.7% (seeing reports that Hedge funds Barington Capital and Macellum Advisors have taken a stake in the company and are pushing for a sale), LMOS +2.6% (announced the sale of an aggregate of 1.6 mln shares of its common stock on an underwritten basis by an investment fund affiliated with Quadrangle Capital Partners L.P.), STI +1.9% (increased quarterly dividend to $0.24 from $0.20 per share; announced increase in share buyback program, authorizing up to $875 mln of outstanding common stock to be repurchased), RF +1.7% (increased dividend to $0.06 from $0.05 following CCAR; may repurchase up to $875 mln in common stock)

After Hours Losers:

Companies trading lower in after hours in reaction to earnings: INGN -26.2%, BOX -13.5%, SHAK -5.5%, RLYP -5.2%, KKD -5%, RST -2.1%, XOMA -1.9%, TGTX -1.6%, CMTL -1.2%, IPAR -0.7%, CHMI -0.3%

Companies trading lower in after hours in reaction to news: ACAD -27.1% (provided update on planned timing of its NUPLAZIDTM NDA submission - co now plans to submit its NUPLAZID NDA in the second half of 2015 vs. previous plans to submit in the first quarter of 2015; Separately announced retirement of CEO Uli Hacksell), PQ -13.7% (commenced an underwritten public offering of 10 mln shares of its common stock), BTE -4.8% (announced it has entered into an agreement to sell 28.82 mln common shares at $17.35 per share to raise gross proceeds of ~$500 mln on a bought deal basis), TRGP -3.9% (announced a public offering of 3.25 mln shares of common stock), TRIL -2.5% (filed for $57.5 mln offering of common shares), PE -2.3% (filed for ~14.89 mln share common stock offering by selling shareholders), GNCA -2.0% (to offer and sell shares of common stock in an underwritten public offering)