>>> Stryker target raised to $101 at Needham -- SYK for SNN makes sense but regu

Stryker target raised to $101 at Needham -- SYK for SNN makes sense but regulatory risk is high

Needham raises their SYK tgt to $101 from $93. Given increased media speculation that SYK may attempt to acquire Smith & Nephew (SNN) now that its UK-imposed six-month waiting period has ended, they have updated coverage. They still believe that a deal would make sense strategically (by increasing SYK's share in key markets and outside the US) and financially (by being significantly accretive to earnings). However, they acknowledge that regulatory risk is high, especially in light of ZMH's acquisition of Biomet, though they note that other major med tech markets with three players (e.g. CRM and DES) still see considerable price competition. Absent an acquisition of SNN, they would expect SYK to pursue acquisitions in other areas, with spine topping the list.

WSJ : China’s Fosun Readies New $1.11 Billion Club Med Bid

China’s Fosun Readies New $1.11 Billion Club Med Bid
Fosun Set to Offer €23.5 a Share for Resort Operator

PARIS--A group led by China’s Fosun International is set Monday to raise its offer for Club Méditerranée , valuing the French company at around €993 million ($1.11 billion) according to a person familiar with the matter.

In the latest round in an intense battle for control of the French resort operator, the group of investors led by the China-based conglomerate will make an offer to buy Club Med for €23.5 a share later Monday afternoon, the person said.

That is €0.5 more than the latest bid from rival suitor Italian businessman Andrea Bonomi. Mr. Bonomi and his partners, which now includes private-equity firm KKR , last month offered €23 a share, equivalent to €874 million, for the French group.

Fosun, a privately-held group whose latest acquisition spree has included investments in insurance and fashion around the world, is making its new bid ahead of a deadline Monday imposed by French market regulator AMF to react to the latest bid from Mr. Bonomi.

The Chinese-led group has received the backing of Club Med’s management, led by Chief Executive Henri Giscard d’Estaing, having made its first offer for the company, in which it has a minority stake, more than a year ago.

Fosun, backed by France’s AXA Private Equity, made an initial offer of €17 for the shares they didn’t already own in Club Med, equivalent to a 23% premium to Club Med’s share price on the eve of the bid announcement.

Mr. Giscard d’Estaing said earlier this year that he and other executives would investor in the new Fosun-Club Med venture.

FT : Sliding oil leads to rout in commodity prices

Sliding oil leads to rout in commodity prices

Commodities fell across the board on Monday following oil’s lead in the wake of the Opec decision to maintain production levels.
The Bloomberg Commodity Index of 22 raw materials fell to its lowest level since May 2009. Crude, which plunged last week in the wake of the oil cartel’s meeting on Thursday, fell further, with ICE January Brent falling as much as $2.62 to $67.53 a barrel while copper lost almost 2 per cent to a four-year low.

Gold was down 1 per cent in volatile trading to a five-year low after Switzerland rejected a referendum to increase its holdings of gold and a measure of manufacturing activity in China showed further weakness. It later rebounded, and was trading up 0.6 per cent at $1,174.36 a troy ounce.
The weakening of the oil price has led to a broader sell-off in commodities as investors pull money out of sector funds amid worries over global economic growth and weakening demand.
The oil-producing nations of Opec that gathered last week in Vienna decided not to cut production despite weaker demand and a surplus of oil. The price of Brent crude has dropped more than 40 per cent since mid-June to below $70 a barrel.
JBC Energy, the oil consultancy, said the market was attempting “to find a new price floor now that Opec has pulled the rug from under the market’s feet”.
While cheaper oil is set to benefit importing countries, its price drop has come amid signs of further slowdown in China, the world’s biggest oil consumer, and stagnant growth in the eurozone.
“To us this fall in prices seems demand rather than supply led and so any benefit will be negated by the declining world growth outlook,” Rabobank said in a report.
China’s official Purchasing Managers’ Index, a gauge of manufacturing activity, fell to 50.3 in November, the lowest in eight months. The People’s Bank of China cut interest rates last month for the first time in two years.
In industrial metals, copper has been hit the hardest, falling around 13 per cent so far this year. While the price has been supported by alleged purchases by China’s State Reserve Bureau, that may not happen next year if they think copper is the “the other shoe to drop” amid a commodities market rout, Goldman Sachs said.
Gold fell after a total of 77 per cent voted Sunday in Switzerland against the Central Bank holding at least 20 per cent of its assets in gold. While analysts had not expected the referendum to pass, gold fell to touch $1,140 in trading, its lowest level since November 7.
“With such an overwhelmingly large vote against adding gold to holdings it’s unlikely that anything like that will come again in the foreseeable future,” Stephen Briggs, a metal strategist at BNP Paribas said. “It was one of the last hopes of some of the bullish commentators that’s now been kicked away.”
The result is likely to encourage those who are short gold to extend positions, UBS said. A weaker oil price also hurts gold because it could lead to stronger global economic growth, the bank said.

>>> UnipolSai board proposes conversion of preferred shares into ordinary shares

UnipolSai board proposes conversion of preferred shares into ordinary shares

The Board of Directors of Unipol Gruppo Finanziario S.p.A. (“UGF” or the “Company”), in its meeting held on November 30th, 2014 under the chairmanship of Pierluigi Stefanini, has resolved to submit to the approval of the Company’s Extraordinary Shareholders’ Meeting called for January 25th, 2015, single call, (i) the mandatory conversion of all the outstanding preferred shares (the “Preferred Shares”) into newly issued ordinary shares with regular entitlement (the “Ordinary Shares”), and (ii) the adoption of the consequential amendments to the By-Laws (jointly, the “Conversion” or the “Transaction”).

The Transaction is also submitted to the approval of the Special Meeting of the holders of Preferred Shares (the “Special Meeting”), called for February 26th, 2015, on single call, pursuant to Art. 146, paragraph 1, letter b) of the Legislative Decree No. 58/1998.

The Transaction consists of the mandatory conversion of the Preferred Shares into Ordinary Shares, on the basis of the following conversion ratio:

- n. 1 Ordinary Share for each Preferred Share held, without any payment of any cash balance (the “Conversion Ratio”).

Taking as the reference date of November 28th, 2014 (the last business day prior to the Board of Directors meeting which approved the Transaction), on the basis of the Conversion Ratio, to the holders of Preferred Shares will be assigned an implied premium of 8,54% in respect of the implied conversion ratio incorporated by the relevant average market price of the last six months.

The proposed Conversion pursues several objectives, as it is aimed at:

(i) streamlining and simplifying the capital structure of UGF, reducing the corporate fulfilments and the connected costs resulting from the existence of two different classes of shares;

(ii) aligning the financial and administrative rights of all the Shareholders, thereby facilitating the investment choices of the financial markets; the creation of a single class of shares, with a single price, would in fact bring benefits in terms of comprehension of the market value of the shares, making it more attractive for the investors;

(iii) increasing the free float, improving the liquidity and the soundness of the Company’s shares for all the Shareholders;

(iv) increase the importance of UGF securities in the stock market, with a consequent benefit to all shareholders, who would hold securities of major interest in the stock market;

(v) contributing to the improvement of the qualitative composition of the Company’s regulatory capital (capitale regolamentare).

The Conversion will become effective subject to the occurrence of the following conditions:

(i) the approval of the proposed Conversion by the Special Meeting and by the Extraordinary Shareholders’ Meeting also with the majorities provided for the special shareholders’ meeting of the ordinary shareholders;

(ii) the total value of the Preferred Shares for which the right of withdrawal will eventually be exercised (calculated according to Art. 2437-ter, paragraph 3, of the Italian Civil Code) not exceeding Euro 100 million, it being understood that such condition is provided in the exclusive interest of the Company and therefore, may be waived by the Company itself; and

(iii) the obtainment of the authorization of the amendments to be adopted in the By-Laws of the Company as a consequence of the Conversion by IVASS, in accordance with Banca d’Italia, pursuant to Articles 87-bis and 196 of Legislative Decree No. 209 of September 7, 2005 as well as the IVASS Regulation No. 14/2008 (the “IVASS Authorization”).

The holders of Preferred Shares not approving the Conversion may exercise the right of withdrawal according to Art. 2437, paragraph 1, let. g), of the Italian Civil Code, within fifteen days from the date of registration of the relevant shareholders’ meetings’ resolutions in the Companies’ Register of Bologna. It should be noted that the exercise of a favorable vote in the Extraordinary Shareholders’ Meeting and/or in the Special Meeting implies that the voting shareholder has contributed to the approval of the relevant resolution upon the Conversion.

In such regard, the settlement value of the Preferred Shares subject to withdrawal has been determined in Euro 3.711 for each Preferred Share, in accordance with Art. 2437-ter, paragraph 3, of the Italian Civil Code.

The holders of Preferred Shares who should exercise the right of withdrawal will not be entitled to receive any dividend resulting from the financial statement dated as of December 31st, 2014; such a dividend, if any, will be instead distributed to those shareholders who would have acquired the Preferred Shares subject to withdrawal in the context of the settlement procedure pursuant to Article 2437-quater of the Italian Civil Code.

Additional information on the terms and conditions of the right of withdrawal will be made available to the public on the Company's website at www.unipol.it (Section Corporate Governance/Shareholders’ Meetings), in accordance with the term and the modalities provided by the law.

It is currently envisaged that the Transaction shall be carried out according to the following indicative timetable:

(i) February 25th, 2015: Extraordinary Shareholders’ Meeting;

(ii) February 26th, 2015: Special Meeting;

(iii) following the registration of the relevant shareholders’ meetings resolutions in the Companies’ Register of Bologna – which will occur immediately after the release of the IVASS Authorization – the fifteen-day period for the exercise of the right of withdrawal by the holders of Preferred Shares who will have not approved the resolutions will commence;

(iv) upon expiration of the fifteen-day period for the exercise of the right of withdrawal, if the amount of withdrawals occurred has not exceeded the aforementioned threshold (or the Company has waived to such condition), then the procedure of settlement of the Preferred Shares for which the right of withdrawal has been exercised will commence, at first by means of an option offer and a first refusal offer to all the other shareholders of the Company (regardless of the class of shares held) and, subsequently, by means of an offer on the stock exchange of any Preferred Shares remained unsold;

(v) upon expiration of the offer period on the stock exchange: purchase by the Company of any unsold Preferred Shares for which the right of withdrawal has been exercised, pursuant to Art. 2437-quater, paragraph 5, of the Italian Civil Code.

It is also expected that the Conversion shall be completed following the ex-dividend date of the dividend that would eventually be paid for the financial year dated as of December 31th, 2014, which - save as indicated above with reference to the Preferred Shares subject to withdrawal - will be distributed to each class of shares in accordance with their current respective By-Laws privileges.

Upon completion of the Transaction, the Preferred Shares subject to the Conversion will be delisted from the Mercato Telematico Azionario organized and managed by Borsa Italiana S.p.A. and the Ordinary Shares resulting from the Conversion will be listed on the same Mercato Telematico Azionario.

The Board of Directors’ reports concerning the Transaction will be made available on the Company’s website www.unipol.it (Section Corporate Governance/Shareholders’ Meetings) by February 4th, 2015.

Call of the Extraordinary Shareholders’ Meeting and of the Special Meetings

As anticipated, the Board of Directors has convened the Extraordinary Shareholders’ Meeting, on single call, on February 25th, 2015, in order to resolve upon the proposed Conversion of Preferred Shares into Ordinary Shares and upon the adoption of the relevant amendments to the By-Laws of the Company, as consequential to the Conversion.
The Board of Directors also convened the Special Meeting, on single call, on February 26th, 2015, in order to approve – pursuant to Art. 146, paragraph 1, letter. b), of Legislative Decree No. 58/1998 – the resolution of the Extraordinary Shareholders’ Meeting on the proposed Conversion.

(BN) Wanda Holds Talks to Acquire Lions Gate, MGM in Hollywood Push

Wanda Holds Talks to Acquire Lions Gate, MGM in Hollywood Push
2014-12-01 10:05:07.586 GMT


By Bloomberg News
Dec. 1 (Bloomberg) -- Dalian Wanda Group Co., which
controls the second-biggest U.S. cinema chain, is in talks to
acquire a stake in film studio Lions Gate Entertainment Corp.,
billionaire chairman Wang Jianlin said.
The Beijing-based company is interested in buying control
of Lions Gate, the studio behind the “Hunger Games” films,
although its owners have only been willing to sell a minority
stake, Wang said in an interview. Talks are at an early stage
and may not lead to a deal, he said. Wanda has also held
discussions about investing in Metro-Goldwyn-Mayer Inc., the
independent producer of James Bond films, Wang said.
Closely-held Wanda joins Alibaba Group Holding Ltd.,
China’s biggest e-commerce company, and billionaire Guo
Guangchang’s Fosun International Ltd. in seeking to invest in
the Hollywood film industry. Wang also said he wants to acquire
large theater networks in Europe as part of his ambition to
control 20 percent of the global cinema market by 2020.
“Many people come knock at my door, but Wanda is only
interested in the big players and we want control,” Wang said.
“China’s movie industry is booming at unprecedented speed.
Buying a well-known U.S. company will help our distribution
overseas.”
The 60-year-old Wang, who made his fortune developing
shopping malls and hotels in China, has a net worth of $15.1
billion, according to the Bloomberg Billionaires Index.

Culture Shift

Wanda said in August it plans to invest $1.2 billion to
develop a plot of land in Beverly Hills, California, and will
set up an office there to do deals in Hollywood. Wang held an
Oct. 8 meeting in Beijing with Lions Gate chairman Mark
Rachesky, the movie studio’s largest shareholder, according to a
news post on the Chinese company’s website. The release didn’t
say what the two men discussed.
Officials at Lions Gate and MGM didn’t immediately return
calls outside of regular business hours seeking comment.
MGM, which owns rights to “The Hobbit” film series, filed
for bankruptcy in 2010 after spurning a takeover bid from Lions
Gate and activist investor Carl Icahn. It emerged less than two
months later.
Wanda, which also runs department-stores, tourism
businesses and chain of movie theaters in China, acquired AMC
Entertainment in 2012 for $2.6 billion including debt to expand
into the U.S.
Wang’s quest to build a global movie empire comes as he
says China’s housing market has ended its period of rapid
growth, after expanding at an “unhealthy, crazy” rate over the
past few years. Property prices will remain “stable,” and the
housing market will grow at the same pace as the economy over
the next 10 to 15 years, he said.
“We are shifting our group’s focus toward culture,
entertainment and e-commerce,” Wang said. “China’s movie
industry is growing a lot faster than that of the U.S.”

Middle Class

Wanda would consider acquisitions of film studios larger
than Lions Gate if any come up for sale, according to Wang. It
is also in advanced talks to buy a Chinese Internet finance
company, he said without naming the target.
Fosun, the Shanghai-based company that invested $200
million in Jeff Robinov’s Studio 8 in June, has also held talks
to invest in Lions Gate, people with knowledge of the matter
said last month. Alibaba visited Hollywood last month to learn
about movie studios and look for partners that would provide
better entertainment products for China’s 200 million people in
the middle class, founder Jack Ma said at an Oct. 27 conference.
Wanda said last year it plans to invest 50 billion yuan
($8.1 billion) to build an entertainment park in Qingdao, a
coastal city in eastern China, that will include a movie museum
and 20 studios scheduled for completion in 2017.



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Lenovo Heeds Jiang’s ‘Go Out’ Call in Second China M&A Wave
Top Stories:TOP<GO>

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