>>> BG Group could be target for GBP 12 per share break-up offer from Exxon or P

BG Group could be target for GBP 12 per share break-up offer from Exxon or Petrobras

BG Group, an FTSE-100 energy company, could attract a 1200p per share break-up offer from rivals Petrobras or Exxon Mobil, The Independent reported. The newspaper’s market report did not cite a source for the rumours.

BG Group’s share price closed 36.6p up at 885.9p in London yesterday, 21 January, valuing the company at GBP 30.24bn (EUR 39.45bn).
Independent

(Financial Post) BlackBerry Ltd still being pursued by Samsung: Anatomy of a dea


Despite its recent claims to the contrary, Samsung Electronics Co. Ltd. is continuing to pursue the acquisition of all or part of BlackBerry Ltd., a document obtained by the Financial Post reveals, and corroborated by a source with knowledge of the plan.

The document, prepared by investment bank Evercore Partners Inc. in the last quarter of 2014, lays out a detailed roadmap in more than 40 pages of how various takeover strategies might play out.

Full or partial takeover: The Evercore Partners report suggests that buying a minority interest in BlackBerry – either by acquiring 49% of the company, or leaving a block of shares publicly traded with an independent board — would have many advantages. BlackBerry would remain independent, helping the deal get regulatory approval from governments apprehensive about foreign takeovers, and such a deal could be less expensive for Samsung than other alternatives. The “key question,” as the report phrases it, is: “Can Samsung accomplish its strategic objectives with less than 100% ownership?”

The BlackBerry brand: BlackBerry is a trusted name among its business and government clients, but it’s no longer at the top of the handset game overall. The report suggests that Samsung consider what that means for one of its key goals in acquiring BlackBerry: expanding into the enterprise market. On the one hand, BlackBerry has retained users despite falling behind competitors when it comes to introducing new devices. On the other hand, the report points out, that might be more of a function of “inertia” among BlackBerry’s enterprise customers as opposed to true brand loyalty.

BlackBerry’s patents and software: BlackBerry may be best known for its handsets, but that’s not what a potential buyer would be most interested in. The document highlights the company’s 44,000 worldwide patents, its popular BlackBerry Messenger application and its BES12 servers. The analysis notes that BlackBerry’s software suites “appear complementary to Samsung’s service platform,” but “we need to understand product and distribution fits/synergies before making this assessment.”

Potential competitors: Samsung is certainly not the first company to think about BlackBerry as a takeover target. The document specifically mentions Lenovo Group Ltd. as another potential buyer, noting the Chinese technology company “is likely to encounter difficulty” getting regulatory approval, given unease over Chinese control of North American communications technology, but has managed to overcome it in previous transactions with Motorola and IBM.

Spin-off opportunities: Samsung is already thinking about what parts of BlackBerry’s business it could eventually sell off. A chart titled “Potential divestiture candidates” lists BlackBerry’s QNX operating system, BlackBerry Messenger, Network Operations Centres (which route messages to and from devices) and hardware business among candidates for possible divestitures.

Getting BlackBerry shareholders on board: The document suggests approaching Prem Watsa’s Fairfax Financial Holdings Ltd., a major BlackBerry shareholder, about helping Samsung acquire a substantial minority stake in the company. A chart lists the average price that BlackBerry’s major investors paid for their shares, which would be helpful in determining what kind of premium might be required to convince them to support the deal.

Regulatory hurdles: Any foreign company planning to acquire BlackBerry is first going to have to get through Canada’s regulators, and chief executive John Chen has suggested an acquisition by a Chinese company is likely a non-starter. Samsung is South Korean, which poses relatively fewer concerns about security and spying for BlackBerry’s government clients than a Chinese deal would, but a takeover would still be scrutinized closely. The document outlines Canada’s laws related to foreign takeovers and notes that Egyptian-owned Accelero Capital Holdings’ proposed acquisition of MTS Allstream, a division of Manitoba Telecom Services Inc., is the first transaction ever to be rejected by Ottawa for national security reasons, in 2013. (In fact, the federal government also blocked the sale of aerospace firm MacDonald Dettwiler & Associates in 2008 to U.S.-based Alliant Techsystems on national security grounds).

Tax savings: Samsung stands to save some money on taxes if it acquires BlackBerry, the document suggests. It notes that according to Canadian tax law, a company taking over a Canadian firm can claim that firm’s business losses against taxable Canadian income, as long as the target and the acquirer are in the “same or similar” businesses. Samsung may be able to offset $50 million of income under this rule if it buys BlackBerry, the document notes.

(Financial Post) Samsung Electronics Co Ltd still pursuing BlackBerry Ltd purcha

Samsung Electronics Co Ltd still pursuing BlackBerry Ltd purchase

Samsung Electronics Co. Ltd. is actively pursuing a plan to take over or buy a significant stake in BlackBerry Ltd., despite statements from both companies this week denying that such a plan may be in the works, the Financial Post has learned.

A document obtained by the Financial Post, prepared for Samsung by New York-based independent investment bank Evercore Partners, outlines the case for, and the potential structure of a possible purchase of BlackBerry.

The document was prepared in the last quarter of 2014, but a source familiar with the matter said that Samsung still remains very interested in acquiring all or part of BlackBerry for the right price.

“I can tell you Samsung is contemplating a purchase,” said the source, who asked to remain anonymous because of the sensitive nature of the talks. “It’s still being pursued right now. Samsung is still evaluating their options. So it’s still very much an open deal.”

BlackBerry and Samsung both declined to comment.

On Jan. 14, a Reuters story reporting Samsung and BlackBerry were in talks regarding a US$7.5 billion takeover offer set the market abuzz. BlackBerry shares rose 30% to close at US$12.60 on the NASDAQ, their highest level since 2012.

Later that day, BlackBerry denied the report, saying in a statement: “BlackBerry has not engaged in discussions with Samsung with respect to any possible offer to purchase BlackBerry.” That sent the company’s stock back 18% to US$10.30 the following morning.

Chief executives from both companies have also denied the report. On Friday, federal Industry Minister James Moore said BlackBerry CEO John Chen had told him “it’s a rumour and there’s no truth to it.”

It’s still being pursued right now. Samsung is still evaluating their options
On Monday, J.K. Shin, Samsung’s co-chief executive, told The Wall Street Journal that his company is in talks to use some of BlackBerry’s technology in the South Korean company’s devices, but is not interested in an acquisition. “We want to work with BlackBerry and develop this partnership, not acquire the company,” the newspaper quoted Mr. Shin as saying.

According to the source, Samsung was caught off guard by the Reuters leak after hoping it could move in quickly on BlackBerry, with an attractive enough premium over the Waterloo, Ont.-based mobile technology company’s share price that BlackBerry would quickly agree to a deal, saving a drawn-out and difficult bidding process.

Samsung “wanted to send a message to Apple and Microsoft [and] Nokia,” said the source. “[They] wanted to know: What can we pay them, what is a price we can offer [BlackBerry] that we won’t feel embarrassed by … BlackBerry bluffing or simply backing out of a price?””

Instead, BlackBerry appears to have learned of the price Samsung was hoping to pay through the Reuters leak, before the company could make a formal offer. “This is the sort of thing we wanted to avoid,” the source said.

The Evercore Partners document identifies BlackBerry’s suite of software products as appearing “complementary to Samsung’s service platform,” and points to the advantages that BlackBerry’s products and services, including its BES12 servers, could provide Samsung in better penetrating the enterprise market. That is a segment where Samsung, whose devices are based on Google’s Android operating system, has lately been focused on increasing its comparatively weaker market share. Last summer, Apple Inc. teamed up with IBM Corp. to develop a suite of iPhone and iPad “enterprise apps” specifically targeted at grabbing more corporate and government customers away from BlackBerry.

What can we pay them, what is a price we can offer [BlackBerry] that we won’t feel embarrassed by
The document outlines the pros and cons of various approaches Samsung could take in securing BlackBerry. One proposed scenario has Samsung acquiring a minority share in the company, which the document says might help secure regulatory approval from western governments nervous about foreign ownership of BlackBerry’s integral security features.

David Paul Morris/Bloomberg
David Paul Morris/BloombergBlackBerry's Classic mobile device.
The document also raises the possibility of trying to bring Prem Watsa, the CEO of Fairfax Financial Holdings, a major Canadian shareholder of BlackBerry, on board to pull the deal together. The document suggests making an offer of US$13.35 to US$15.49 per share, reflecting a valuation of between US$7 billion and US$8 billion. BlackBerry shares closed Wednesday at US$9.93 on the NASDAQ.

“We believe that at the upper end of that US$15 price, Prem Watsa is going to be very supportive of this deal,” the source said.

The document also paints a bright picture of BlackBerry’s revenue potential in the near future. A chart compiling analyst estimates predicts the company’s hardware revenue will stabilize and that its software revenue will come close to tripling from US$235 million in 2014 to US$636 million in 2017.

Since Mr. Chen has almost certainly run those same numbers himself, the challenge for any potential buyer is offering a valuation that betters what BlackBerry believes it can accomplish in time on its own. “In five years, [BlackBerry] thought the return on their turnaround strategy as implemented by John Chen was going to do better than the cash they will be receiving today … That assumption by BlackBerry scared Samsung,” the source said.

Still, the source maintains that Samsung is still keen on making a deal happen. The talk earlier this week about Samsung extending its cooperation with BlackBerry, which was notably lacking in specifics, is “just setting it up,” the source said. “Samsung hasn’t walked away” from an acquisition. “They’re leaning towards it.”

>>> Asian Update

Asian Mid-session Update: PBoC renews liquidity injections for the first time in a year; Euro steady ahead of ECB

***Economic Data***
- (AU) AUSTRALIA NOV HIA NEW HOME SALES M/M: 2.2% V 3.0% PRIOR
- (AU) AUSTRALIA JAN CONSUMER INFLATION EXPECTATION: 3.2% V 3.4% PRIOR (5-month low)
- (NZ) NEW ZEALAND JAN ANZ CONSUMER CONFIDENCE INDEX: 128.9 V 126.5 PRIOR; M/M: +1.9% v 3.9% prior
- (NZ) NEW ZEALAND DEC BUSINESS MANUFACTURING PMI: 57.7 V 55.6 PRIOR
- (NZ) NEW ZEALAND DEC ANZ JOB ADVERTISEMENTS M/M: +0.8% V -0.3% PRIOR

***Index Snapshot (as of 03:30 GMT)***
- Nikkei225 flat, S&P/ASX +0.4%, Kospi +0.1%, Shanghai Composite -0.2%, Hang Seng +0.4%, Mar S&P500 +0.2% at 2,029

***Commodities/Fixed Income***
- Feb gold -0.1% at $1,292, Mar crude oil -0.7% at $47.45/brl, Mar Copper -0.4% at $2.60/lb
- GLD: SPDR Gold Trust ETF daily holdings fall 1.7 tonnes to 740.5 tonnes
- SLV: iShares Silver Trust ETF daily holdings fall to 9,899 tonnes from 10,108 tonnes priors; Lowest since Jan 2014
- (US) API PETROLEUM INVENTORIES: CRUDE: +5.7M (2nd consecutive build; largest build since Oct 15th) v +2.5Me, GASOLINE: +2.1M v +1Me, DISTILLATE: -1.8M v +0.5Me
- (CN) PBoC to inject CNY50B in 7-day reverse repos (1st injection since Jan 2014, 1st operations after 15 halts)
- JGB: (JP) Japan's MoF sells ¥1.10T in 1.2% (1.2% prior) 20-year JGBs; Avg yield: 0.905% v 1.145% prior; bid-to-cover: 3.26x v 3.71x prior
- (JP) Japan investors sold net ¥397B in foreign bonds v bought ¥465B in prior week; Foreign investors sold net ¥577B in Japan stocks v sold ¥680B in prior week

***Market Focal Points/FX***
- Shanghai Composite is underperforming in the region, falling for the first time in 3 days in spite of the rally on Wall Street and other Asian bourses. PBoC has surprised the markets with its first open market operation in 7 months and also the first net injection via reverse report since January 2014, but the move is backfiring, presumably on interpretation that a cosmetic policy move reduces the likelihood of straight interest rate cuts. Yuan was also slightly firmer offshore after the injection, even though PBoC also lowered the offered yield on the repo by 25bps to 3.85% from 4.10%. Separately, report out of Moody's noted shadow financing activities are shifting to new areas, such as e-financing platforms and margin financing in the equity market, as flows of investment into speculative housing market slowed. Moody's also warned that "maturity mismatches, and the potential for contagious runs, remain key risks for the shadow banking system", adding the risks from property sector exposure are still elevated givan an ongoing downturn in the sector and slowing GDP growth.

- Brazil central bank eschewed "competitive easing" that was on display earlier with the surprise Bank of Canada cut, raising its SELIC target rate for the 2nd straight meeting by the anticipated 50bp margin. In a unanimous decision, BCB cited unfolding economic outlook and perspectives for inflation, while subsequent analyst commentary suggested another rate hike might be in the cards next time as well. Bank of Korea Governor Lee foreshadowed lower inflation target, but also noted the risk of deflation are limited because of positive consumption effects of lower oil prices. Lee promised to take preemptive action when global market risk detected, adding there are upside risks, along with downside, for 2015.

- In USD majors, the dollar was bid higher against JPY, AUD, and NZD, but conspicuously steady against the Euro after a volatile US session. USD/JPY is up about 40pips above 118.20, while AUD/USD and NZD/USD are down 60pips below 0.8060 and 0.7520 respectively. ANZ strategist has forecasted AUD to fall as low as 0.76 by Q2, just as Westpac has pushed back its expectations for RBNZ rate hike to mid-2016. EUR/USD was in a tight 40-pip range around $1.16 going into the ECB decision following today's press speculation the ECB would propose around €50B in QE bond purchases per month, with program continuing for at least one year for minimum total purchases of €600B.

***Equities***
US markets:
- BGG: Reports Q2 adj $0.26 v $0.14e, R$444.3M v $452Me (only 2 est.); Authorizes $50M shares repurchase (6.0% of shares outstanding); +6.4% afterhours
- BBRY: Samsung Electronics said to continue to pursue to take over or acquire significant stake in BlackBerry - financial press; +5.5% afterhours
- EBAY: Reports Q4 $0.90 (adj) v $0.89e, R$4.92B v $4.93Be; exploring strategic options for eBay "Enterprise"; signs standstill with Icahn; approves $2B buyback program (3% of market cap); +3.5% afterhours
- ENDP: To be added to S&P500 index, SAM to be added to S&P400 after the close of trading on Jan 26th; +2.9% afterhours
- URI: Reports Q4 $2.19 v $2.07e, R$1.56B v $1.51Be; +1.6%
- KMI: Reports Q3 $0.08 v $0.36e, R$3.95B v $4.43Be; To acquire premier Midstream Position in Bakken for $3B; -1.8% afterhours
- AXP: Reports Q4 $1.39 v $1.38e, R$9.11B v $8.46Be; -1.9% afterhours
- DFS: Reports Q4 $1.19 (adj) v $1.30e, R$2.04B v $1.81Be; -3.1% afterhours
- XLNX: Reports Q3 $0.62 v $0.60e, R$593.5M v $617Me; -6.5% afterhours
- SNDK: Reports Q4 $1.30 v $1.35e, R$1.74B v $1.75Be; authorized a $2.5B increase in share repurchase program (14.1% of market cap); -7.1% afterhours
- SLM: Reports Q4 $0.03 v $0.05e, R$162.9M v $154Me; -7.7% afterhours
- FFIV: Reports Q1 $1.55 v $1.48e, R$462.8M v $466Me; Announces $750M buyback; -15.4% afterhours

Notable movers by sector:
- Consumer Discretionary: Skilled Group Ltd SKE.AU -5.0% (rejects merger offer)
- Financials: China Taiping Insurance 966.HK +3.2% (FY14 guidance); Haitong International Securities Group 665.HK +1.5% (FY14 guidance); Huafa Industrial 600325.CN +5.5 % (private placement plan)
- Materials: Evolution Mining EVN.AU +4.2% (Q2 production results)
- Energy: Beach Energy BPT.AU +4.4% (speculation on acquisition)
- Technology: Japan Display 6740.JP +5.9% (issues 5-yr Rev target)

>>> US After Hours Summary: BGG +6.4%, EBAY +2.9%, URI +1.5%, FFIV -15

After Hours Summary: BGG +6.4%, EBAY +2.9%, URI +1.5%, FFIV -15.8%, CTP -14.6%, SNDK -6.4% following earnings/guidance

After Hours Gainers:

Companies trading higher in after hours in reaction to earnings: BGG +6.4%, EBAY +2.9%, URI +1.5%, CCI +0.9%, CREE +0.2%

Companies trading higher in after hours in reaction to news: NERV +15.9% (reported positive Phase 1 data with MIN-202- Selective Orexin-2 Antagonist for treatment of sleep disorders), ENDP +2.9% (to replace COV in the S&P 500), SBSI +1.9% (to replace SAM in the S&P SmallCap 600), 

After Hours Losers:

Companies trading lower in after hours in reaction to earnings: FFIV -15.8%, CTP -14.6%, SLM -7.7%, SNDK -6.4%, XLNX -6.1%, DFS -3.3%, DLB -2.5%, AXP -2.2%, KMI -1.8%, WBA -0.3%, CVTI -0.2%

Companies trading lower in after hours in reaction to news: ASPX -6.1% (announced 4 mln share offering; 3 mln shares to be offered by company and 1 mln shares to be offered by selling stockholders), BMRN -2.5% (announced 7.25 mln share offering), KMI -1.8% (to acquire Premier Midstream Position in Bakken for ~$3 bln; acquisition is expected to be modestly accretive to KMI's cash available to pay dividends in 2015 and 2016 and approx six to seven cents accretive beginning in 2017; co also reported earnings and raised its quarterly dividend by 10%), CSCO -1.2% (Oracle CEO Larry Ellison's said Oracle's new generation of engineered systems will be 50% cheaper than current offerings) 

(BN) Yahoo at $8 Billion Without Alibaba May Lure Buyers: Real M&A


Yahoo at $8 Billion Without Alibaba May Lure Buyers: Real M&A
2015-01-21 23:12:33.711 GMT


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

By Tara Lachapelle
(Bloomberg) -- Yahoo! Inc. will be a fraction of its size
should the company spin off its remaining stake in Alibaba Group
Holding Ltd., making it a takeover candidate for SoftBank Corp.
or private-equity firms.
Marissa Mayer, chief executive of the $46 billion company,
is expected to give an update next week about whether Yahoo will
sell its Alibaba shares and how it will avoid paying taxes on
the move. With the Chinese e-commerce company accounting for
most of Yahoo’s value, shareholders would be left holding a U.S.
Internet advertising and search business worth about $5 billion
to $8 billion, according to analysts’ estimates compiled by
Bloomberg. Yahoo will also still have a roughly $8 billion stake
in Yahoo Japan Corp.
SoftBank could buy Yahoo to increase its own Yahoo Japan
stake, though its unclear how much the Japanese wireless carrier
would be willing to pay for a U.S. business that’s under
pressure. A private-equity suitor could be lured by the cash
Yahoo’s operations generate. Or Alibaba could always just take
over Yahoo and retire the Alibaba stock that Yahoo owns, gaining
some exposure to the American technology market.
“Marissa Mayer has to make a very big decision, and it
will either involve splitting the company up or doing nothing,”
Neil Doshi, a San Francisco-based analyst for CRT Capital, said
in a phone interview. If it casts off the Alibaba stake, “the
acquisition size becomes much more manageable, and we think
Yahoo could become a much more compelling target.”

Alibaba Value

Mayer said in October that she will report back to
shareholders by the next earnings release on Jan. 27 with an
update on its plans for the rest of its Alibaba holding.
“Many have pointed out the value accretion that would
occur if this final tranche were to be taxed upon sale at a
lower rate than the previous sales,” Mayer said at the time.
“We are acutely of aware of this. We have the best tax experts
in the country, working intensively on structures to maximize
the value to our shareholders of our remaining stake in
Alibaba.”
Yahoo owns about 384 million shares of Alibaba, which it
can’t sell until September, the one-year anniversary of
Alibaba’s U.S. initial public offering. The stake is worth about
$40 billion, while its Yahoo Japan stake is valued at about $8
billion. That means investors buying Yahoo’s stock today get to
own the core U.S. business for free and aren’t giving the
company credit for its roughly $7 billion of net cash.
“The U.S. business is still cash generative -- it’s not
worth nothing,” Brett Harriss, an analyst for Gabelli & Co. in
Rye, New York, said in a phone interview.

Stake Options

An approach favored by some shareholders would be a tax-
free spinoff of the Alibaba shares into a separate company, with
the value going to Yahoo investors and leaving Mayer with a much
smaller business to run. Another tax-free alternative known as a
cash-rich split would require Alibaba or another affiliated
company to give Yahoo cash and an active business in exchange
for its Alibaba shares.
Without the Asian assets, Yahoo’s core business alone may
be valued at six times earnings before interest, taxes,
depreciation and amortization, or about $8 billion, according to
Gabelli’s Harriss. CRT Capital’s Doshi pegs it at $5 billion to
$6 billion.
In either case, it would be much easier for a buyer to
digest. And Asian companies are scouting out American technology
and media targets.

SoftBank, Tencent

Tokyo-based SoftBank, which controls wireless carrier
Sprint Corp., has been looking for more U.S. investments.
SoftBank and Yahoo also are the biggest shareholders in Yahoo
Japan.
Similarly, Tencent Holdings Ltd., China’s second-largest
Internet company, could be a logical suitor for Yahoo as it
tries to expand in the U.S., according to Doshi at CRT Capital.
With Yahoo gaining mobile-advertising market share, it
could even be a compelling target for Microsoft Corp. as the
$379 billion software provider falls behind in mobile Internet,
Doshi said.
Starboard Value LP, the activist investor putting pressure
on Yahoo’s management and board, says Yahoo should explore a
merger with AOL Inc., estimating as much as $1 billion of cost
savings from such a transaction.

Awaiting Word

Of course, Alibaba could just decide that it wants Yahoo.
Next week’s earnings call should give investors better
insight into Mayer’s plans, though many analysts say she’s
unlikely to want to manage a smaller company or sell it.
“It’s certainly going to be a call that’s greeted with
interest and a call where the core business is going to be an
afterthought,” Colin Gillis, a New York-based analyst for BGC
Partners, said in a phone interview. Before any potential
acquisition, “you’ve got to get through breaking the entities
apart. That’s step one.”
Figuring out a tax-efficient way to divest the Asian stakes
could take more time, said Scott Kessler, a New York-based
analyst for S&P Capital IQ. So he’s not expecting a big breakup
announcement next week.
“My reading is that they’re going to provide an update,
not some definitive decision,” Kessler said in a phone
interview. “These issues may be a lot more nuanced and
complicated than people appreciate.”

For Related News and Information:
Yahoo’s Mayer Faces Choice Between Investors, Herself on Alibaba
Starboard Boosts Pressure on Yahoo to Unlock Alibaba Value
Yahoo Set to Pass Twitter in U.S. Mobile Ads After Mayer Revamp
Bloomberg Intelligence Primer on Yahoo
Real M&A columns: NI REALMNA <GO>
Top deal stories: DTOP <GO>
Merger Calculator: MRGC <GO>

To contact the reporter on this story:
Tara Lachapelle in New York at +1-212-617-8911 or
tlachapelle@bloomberg.net
To contact the editors responsible for this story:
Beth Williams at +1-212-617-2307 or
bewilliams@bloomberg.net
Elizabeth Wollman

>>> Icahn Comment on eBay - see link

http://www.shareholderssquaretable.com/carl-icahn-on-ebay-agreement/

CARL ICAHN ON EBAY AGREEMENT

January 21, 2015
by Carl Icahn

“A GREAT STEP FORWARD FOR EBAY, FOR PAYPAL

AND FOR CORPORATE GOVERNANCE GENERALLY.”


New York, New York, January 21, 2015 – Today Carl C. Icahn released the following statement regarding eBay Inc.:

Today we entered into an agreement with eBay whereby one of our representatives, Jonathan Christodoro, will join eBay’s board of directors and have the ability to transition to PayPal’s board once the spin-off occurs. eBay also agreed that PayPal’s charter documents will contain a number of corporate governance provisions that we suggested and which we believe will greatly enhance shareholder value at PayPal.

We believe the actions of eBay’s board and management in crafting this agreement with us have marked a large step forward for corporate governance. The company reached out to us recently to discuss value enhancement generally, and our constructive conversations led to the mutual development of a governance structure going forward that we believe will better align the interests of shareholders, directors, management and other stakeholders.

We have worked assiduously with eBay and its advisors over the last few days and we are optimistic that PayPal will benefit greatly from the following corporate governance provisions:

Any poison pill adopted by PayPal will not have a trigger below 20% and, if not ratified by stockholders within 135 days of adoption, will automatically expire (therefore, if a bid is made, the company may adopt a pill but it will expire in 135 days if not ratified by shareholders and the company can use the 135 days to find a better offer and/or convince shareholders not to tender);
PayPal will not have a staggered board;
The holders of 20% of the outstanding shares of PayPal will be permitted to call special meetings of shareholders;
If a person or group obtains majority control of PayPal, shareholders will be permitted to remove and replace directors at a special meeting;
PayPal will opt out of the “interested stockholder” provisions of Section 203 of the Delaware General Corporation Law;
PayPal’s charter documents will not contain any super-majority voting provisions;
PayPal will not adopt any other change-of-control provisions (e.g., poison puts or severance plans) with triggers below 20%; and
If PayPal’s board rejects an unsolicited offer for the company in favor of another bid, and permits the second bidder to conduct diligence, then the board must also grant the first bidder the right to conduct due diligence if that bidder increases its offer above the second bid.
As we have said many times in the past, we believe that if an offer is made for a company it should be the decision of the shareholders – not the board – to decide whether that offer is worth accepting. Obviously the directors have every right to, and should, advise shareholders not to accept an offer which they believe undervalues the company. But in the end it should be the shareholders’ decision. This fundamental belief was the underlying philosophy of many of the corporate governance principles for which we advocated at PayPal. We applaud eBay’s board for making this agreement possible and we look forward to a long and productive working relationship.

I believe that, following the spin-off, eBay and PayPal will both be well-positioned to take advantage of multiple opportunities. Jonathan Christodoro serves as a director on companies such as Hologic, Inc., Talisman Energy Inc., and Herbalife Ltd., where he has worked constructively and congenially with his fellow board members for years. As a member of the eBay and PayPal boards, Jonathan will work cooperatively with the other directors and the management teams in an attempt to enhance the value of both companies for all shareholders. Our record shows that our involvement on boards has often created meaningful value for all shareholders. We hope and believe this will continue with eBay and PayPal.”

>>> eBay beats by $0.01, reports revs in-line; guides Q1 EPS below consensus



From: thechek@mac.com At: Jan 21 2015 22:36:12
To: LAURENT CHEKROUN (MAKOR SECURITIES LLP)
Subject: Fwd:>>> eBay beats by $0.01, reports revs in-line; guides Q1 EPS below consensus, revs below consensus; guides FY15 EPS below consensus, revs below consensus; plan to reduce workforce by 7%; will explore strategic options for eBay Enterprise; entered into a st
eBay beats by $0.01, reports revs in-line; guides Q1 EPS below consensus, revs below consensus; guides FY15 EPS below consensus, revs below consensus; plan to reduce workforce by 7%; will explore strategic options for eBay Enterprise; entered into a standstill agreement with Carl Icahn   (53.38 -0.30)
Reports Q4 (Dec) earnings of $0.90 per share, $0.01 better than the Capital IQ Consensus Estimate of $0.89; revenues rose 8.6% year/year to $4.92 bln vs the $4.93 bln consensus. 

Co issues downside guidance for Q1, sees EPS of $0.68-0.71, excluding non-recurring items, vs. $0.76 Capital IQ Consensus Estimate; sees Q1 revs of $4.35-4.45 bln vs. $4.7 bln Capital IQ Consensus Estimate. 

Co issues downside guidance for FY15, sees EPS of $3.05-3.15 vs. $3.26 Capital IQ Consensus Estimate; sees FY15 revs of 18.6-19.1 bln vs. $19.99 bln Capital IQ Consensus Estimate. 

Quick Metric Guide: 
  • Payments: 
    • Net revenue: $2.16 bln vs $2.12 bln Briefing.com consensus
    • Net total payment volume (TPV): $64.30 bln vs 64.04 bln Briefing.com consensus
  • Marketplaces: 
    • Net revenue: $2.33 bln vs $2.29 bln Briefing.com consensus
    • Gross merchandise volume (GMV): $21.85 bln vs $23.17 bln Briefing.com consensus
  • Enterprise: 
    • Net revenue: $443 mln vs $395.93 mln Briefing.com consensus
    • Gross merchandise sales (GMS): $1.93 bln vs $1.98 bln Briefing.com consensus 
Ebay Strategic Alternatives: "During the first quarter, we plan to reduce our workforce globally by ~2,400 positions which a represents about 7% of our total workforce across eBay Marketplaces, PayPal, and eBay Enterprise. We will also be exploring strategic options for eBay Enterprise, including a sale or IPO. Enterprise is a strong business and a leading partner for large retailers, managing mission critical components of their e-commerce initiatives. However, it has become clear that it has limited synergies with either business and a separation will allow both to focus exclusively on their core markets, as we create two independent world class companies."

Co announced that it has entered into a standstill agreement with investor Carl Icahn, the company's largest active shareholder. In addition to certain corporate governance provisions to be adopted by PayPal as an independent company at the time of its spin-off from eBay Inc., the agreement also appoints Icahn Capital executive Jonathan Christodoro to eBay Inc.'s current Board of Directors.

>>> US Close Dow+0,22% S&P+0,47% NAsdaq+0,27% Russell-0,34%

Closing Market Summary: Stocks Climb Ahead of ECB Policy Meeting

Equity indices enjoyed their third consecutive advance on Wednesday with the S&P 500 climbing 0.5%.

The highly-anticipated policy meeting at the European Central Bank will take place tomorrow morning, but that did not stop the Wednesday session from being filled with central bank-related storylines. The Bank of Japan got the ball rolling overnight by lowering its inflation outlook to 1.0% from 1.7%, which boosted the yen (117.80).

The Bank of England was next on tap with the minutes from its latest policy meeting. The minutes were a bit surprising as Messrs. McCafferty and Weale, who previously voted in favor of rate hikes, rejoined the majority in their belief that hiking rates too early would prolong the period of low inflation. The newfound dovish tilt at the BoE helped UK's FTSE spike 1.6% to outperform the region.

Meanwhile, other European indices struggled in the early going after ECB governing council member Ewald Nowotny said policymakers should maintain their long-term perspective and that "one should not get overexcited" about [the meeting].

Mr. Nowotny's remarks contributed to a cautious start in the U.S., but global equities jumped off their lows in reaction to reports indicating the European Central Bank is set to propose EUR50 billion in asset purchases through 2016. The euro wobbled on the news before ending the day near 1.1590 against the dollar. In a surprising move, Germany's 10-yr note tumbled, sending the benchmark yield higher by seven basis points to 0.47%.

The Bank of Canada completed the central bank bonanza with a surprise 25-basis point cut to 0.75% in response to crashing oil prices, which are expected to put downward pressure on Canadian inflation. The loonie retreated to its lowest level since early 2009, sending USDCAD to 1.2330 from 1.2070.

All ten sectors registered gains with energy (+1.8%) maintaining the lead throughout the session. The recently-batter sector was able to trim its January loss to 2.8% with help from crude oil, which spiked 2.7% to $47.78/bbl. Another commodity-related sector—materials (+1.0%)—followed not far behind with steelmakers underpinning the move. The Market Vectors Steel ETF (SLX 33.38, +0.68) gained 2.1%.

Elsewhere, the remaining cyclical sectors ended mixed with respect to the broader market. Industrials (+0.7%) and consumer discretionary (+0.6%) outperformed with the latter receiving a boost from above-consensus earnings reported by Netflix (NFLX 409.28, +60.48).

On the flip side, financials (+0.2%) and technology (+0.2%) spent the day among the laggards. The tech sector could not keep pace with the market due to a 3.1% loss in the shares of IBM (IBM 152.09, -4.86) after the Dow component missed revenue estimates and issued disappointing guidance. However, chipmakers rallied behind better than expected results from ASML (ASML 106.59, +2.78) and Cree (CREE 33.88, +1.54). The broader PHLX Semiconductor Index advanced 1.1%.

Over on the countercyclical side, the utilities sector (+1.0%) extended its January advance to 4.3% while consumer staples (+0.3%), telecom services (+0.2%), and health care (+0.1%) underperformed.

Treasuries notched their highs in the morning before giving up those gains in early afternoon action. As a result, the 10-yr yield jumped six basis points to 1.86%.

Participation was a bit below average with roughly 750 million shares changing hands at the NYSE floor.

Economic data was limited to Housing Starts/Building Permits and the MBA Mortgage Index:
  • Led by a large increase in single-family construction, new housing starts increased 4.4% in December to 1.089 million from an upwardly revised 1.043 million (from 1.028 million) in November 
    • The consensus pegged new housing starts at 1.040 million 
    • Single-family construction increased 7.2% to 728,000 from 679,000 in November, representing the largest number of single-family starts January 2008 (773,000) 
    • Building permits fell to a seasonally adjusted annualized rate of 1.032 million versus a revised 1.052 million for November (from 1.035 million) 
      • The consensus expected permits to come in at 1.060 million 
  • The weekly MBA Mortgage Index spiked 14.2% to follow last week's 49.1% surge 
Tomorrow, weekly Initial Claims will be released at 8:30 ET (consensus 302,000) while the FHFA Housing Price Index for November will cross the wires at 9:00 ET.
  • Dow Jones Industrial Average -1.5% YTD 
  • Nasdaq Composite -1.5% YTD 
  • S&P 500 -1.3% YTD 
  • Russell 2000 -3.2% YTD

Reuters - ECB approves emergency funding line for Greek banks - banking source

ECB approves emergency funding line for Greek banks - banking source {http://reut.rs/1E36y6r}

(Reuters) - The European Central Bank has approved an emergency funding line for Greek banks to be provided via the country's central bank, a banking source told Reuters on Wednesday.

Last week, a tightening of liquidity ahead of elections on Jan. 25 prompted the Bank of Greece to ask the ECB to approve an emergency liquidity assistance (ELA) line for the country's top banks.

"The ELA line was approved for two weeks," the source said. "The issue will be looked into again after two weeks."

The Bank of Greece put in the request after two large lenders applied to be able to tap emergency funding as a precaution because customers have been withdrawing cash before the snap election.

Polls show the anti-bailout Syriza party is set for a comfortable victory in the vote, which could trigger a standoff with the European Union and IMF and push the country close to bankruptcy or an exit from the euro zone.

The ECB itself may announce on Thursday a programme enabling it to buy 50 billion euros ($58 billion) in bonds per month from March, a euro zone source said on Wednesday, in a bid to support the euro zone economy and ward off deflation.

Under emergency liquidity assistance, national central banks can lend to commercial banks but have to get approval from the ECB to do so. Greek banks relied on it heavily at the peak of the debt crisis in 2012 but had repaid it by early last year.

Greek lenders have suffered a liquidity squeeze from cash withdrawals, purchases of T-bills and as foreign banks do not renew repo lines ahead of Sunday's vote.

Syriza has run on pledges to end austerity policies and renegotiate the country's debt, sparking fears of a standoff with Greece's international lenders that could reignite a financial crisis.