>>> Fed's Powell (FOMC voter): To begin process of choosing new risk free rate -

Fed's Powell (FOMC voter): To begin process of choosing new risk free rate - CNBC 
- Meeting with banks today on Libor
- Japan in a very challenging situation
- Timing of rate hike totally dependent on data; expects to raise rates sometime in 2015 given the current trajectory, perhaps mid-2015
- See progress toward our 2% inflation target but inflation is likely to remain low for some time

>>> US Gapping down

Gapping down
In reaction to disappointing earnings/guidance: ATEA -19.8%, SCOK -13.7%, ROX -13.6%, VPCO -3.3%, SVA -2.9%, RNA -2.5%

M&A news: DWA -13.7% (Dreamworks Animation and Hasbro (HAS) M&A talks may be fading, according to reports), HAL -4% (Baker Hughes & Halliburton (HAL) to combine in stock and cash transaction valued at $34.6 bln or $78.62/ BHI share), VRX -1.3% says if they are not successful in removing a majority of directors in order to facilitate negotiations, they will likely retract their offer for AGN)

Select metals/mining stocks trading lower: HMY -4%, GFI -2.3%, AU -2.2%, AU -2.2%, GOLD -1.1%, SLV -1%

Select oil/gas related names showing early weakness: PTR -2%, PBR -1.4%, STO -1%, BP -0.9%, TOT -0.7%

Other news: GSAT -12.5% (stock fell in after-hours Friday as Cramer was no longer bullish on Mad Money; note that CEO disclosed stock purchases this morning), INO -11.8% (to independently develop prostate cancer immunotherapy; will maintain collaboration and license agreement with Roche (RHHBY) for Inovio's Hepatitis B Immunotherapy), DNR -6.5% (announces management changes and key elements of the company's plans for 2015 that will be presented at their annual analyst day; also downgraded to Neutral from Outperform at Credit Suisse), JRJC -2.7% (announces change in auditing firm), LNKD -2.5% (may be attributed to article in FT FT that Facebook (FB) may introduce ‘Facebook at Work' website), LOCO -2.4% (commenced a proposed public follow-on offering on behalf of certain of the company's stockholders to offer 6 mln shares of the company's common stock), AZN -2.2% (presents data from Phase III studies of Lesinurad in combination with Allopurinol in gout patients), MU -2.1% (still checking), TSEM -1.7% (still checking), PFE -1.6% (still checking), PFE -1.6% (forms global strategic alliance with Merck KGaA (MKGAY.PK) to jointly develop and commercialize anti-PD-L1 to accelerate presence in immuno-oncology), SNE -1.4% (weak mkts in Japan overnight), YELP -1.4% (still checking), TM -1.3% (weak mkts in Japan overnight), DE -1% (Berkshire Hathaway sells position in DE; prior stake was around 4 mln shares)

Analyst comments: TUBE -2.7% (downgraded to Neutral from Buy at Citigroup), ODP -2.2% (downgraded to Neutral from Buy at Goldman), NOK -2% (downgraded to Underperform from Mkt Perform at Raymond James), IMPV -1.3% (downgraded to Neutral from Overweight at JP Morgan), KMX -1.3% (downgraded to Equal-Weight from Overweight at Morgan Stanley), HTZ -1.3% (downgraded to Market Perform from Outperform at Wells Fargo), AEG -1.2% (downgraded to Neutral from Buy at BofA/Merrill
)

>>> US Gapping up

Gapping up
In reaction to strong earnings/guidance: CMGE +5.1%, TSN +3.9%, JD +1.8%

M&A news: BHI +16.1% (Baker Hughes & Halliburton (HAL) to combine in stock and cash transaction valued at $34.6 bln or $78.62/ BHI share), AGN +4.2% (Allergan may be very close to $215/share deal to be acquired by Actavis (ACT), according to reports), PT +4.2% (cont M&A spec), HAS +4.1% (Dreamworks Animation and Hasbro (HAS) M&A talks may be fading, according to reports)

Other news: CADC +53.1% (still checking), ADES +20% (receives positive NASDAQ panel decision; co given until March 27th, 2015 to submit delinquent filings), CLDX +13.6% (announced an interim update from the Phase 2 ReACT study of rindopepimut), FOLD +12.5% (announces positive Phase 3 Data on cardiac and composite endpoints from Fabry Monotherapy Study), SSE +3.3% (Carl Icahn discloses updated portfolio position), OXGN +2.5% (cont momentum pre-mkt), TKMR +1.7% (announces licensing and collaboration agreement with Dicerna (DRNA)), NVAX +1.3% (initiates Phase 2 clinical trial of RSV vaccine in elderly subjects ), TRP +1.2% (Activist may soon send letter to TRP urging company to look at tax strategy, according to reports), ALU +1% (still checking), ESRX +0.8% (Berkshire Hathaway discloses new 449K share stake), PTEN +0.8% (BHI peer)

Analyst comments: MSTX +11.1% (reinstated with a Buy at Canaccord Genuity), PRTO +5.5% (initiated with a Outperform at Robert W. Baird; initiated with a Buy at Stifel), MTG +1.9% (added to Conviction Buy list at Goldman), CSTM +1.6% (upgraded to Outperform from Mkt Perform at Bernstein), THOR +1.4% (upgraded to Outperform from Market Perform at Wells Fargo), VOLC +1.4% (upgraded to Outperform from Neutral at Credit Suisse), BBY +0.7% (target raised to $42 at Stifel)

>>> BHI/HAL : M&A Call

Baker Hughes: Haliburton M&A Call
Do not believe potential divestitures will diminish the overall value; believes would have a number of interested buyers in some of the units it would potentially sell off

>>> BHI / HAL Pre market HAL -4.67% BHI +15.65%

$19 +1.12 deal terms...

BHI Trading with 11.2% Discount for now pre -market ...look wide as even if the deal is not easy and could be long...will price 7/8% spread...Break fee is big so I Guess that HAL should have done its due dilignece before starting ths process...Week end press was mentioning some PE fund already in contact with HAL to buy some of BHI activities...could see drive ro more deals maybe in europe as we see PE fund starting to invest in Europe...

Keep an eye on SBMO as HAL own a 12% Stake in the company...

>>> Tyson Foods beats by $0.10, reports revs in-line; guides FY15 EPS in-line; c

Tyson Foods beats by $0.10, reports revs in-line; guides FY15 EPS in-line; co reports record Q4 sales and record 2014 sales and adj. EPS

Reports Q4 (Sep) earnings of $0.87 per share, excluding non-recurring items, $0.10 better than the Capital IQ Consensus Estimate of $0.77; revenues rose 13.6% year/year to $10.11 bln vs the $10.14 bln consensus.
  • Co issues in-line guidance for FY15, sees EPS of $3.30-3.40 vs. $3.33 Capital IQ Consensus Estimate.
  • "This is an exciting time as we integrate Hillshire Brands and Tyson Foods," Smith said, "and I believe that when we look back on this merger years from now, we'll see it as a watershed event. We're setting higher expectations and anticipating more growth and increased profitability, specifically in the Chicken and Prepared Foods segments."
  • "In the long-term, our Chicken segment should generate a 7-9% return on sales, although we expect fiscal 2015 to be particularly strong with a return of more than 10%."
  • "Fiscal 2015 should be another great year and is already off to a strong start... as we look ahead to 2016, we see continued success and growth."

WSJ : Halliburton to Buy Baker Hughes for $34.6 Billion

Halliburton to Buy Baker Hughes for $34.6 Billion
Cash and Stock Deal Follows Weeks of Discussions

Halliburton Co. has agreed to buy oil field company Baker Hughes Inc. in a stock-and-cash deal valued at $34.6 billion after weeks of discussions.

Halliburton’s $78.62-a-share offer has an enterprise value of $38 billion, based on Halliburton’s closing price on Nov. 12. Upon completion, Baker Hughes shareholders will own about 36% of the combined company.


The deal comes after weeks of discussions turned hostile. The Wall Street Journal reported last week that Halliburton and Baker Hughes were in talks. The deal would help the big oil-field services companies contend with falling oil prices. Halliburton made its initial proposal to Baker Hughes on Oct. 13.

Halliburton intends to finance the cash portion of the acquisition through a combination of cash on hand and fully committed debt financing. If required by regulators, Halliburton will divest businesses that generate up to $7.5 billion in revenues, and will pay a $3.5 billion termination fee if the transaction fails due to regulatory problems.

The transaction is expected to close in the second half of 2015.

On a pro forma basis, the combined company had 2013 revenues of $51.8 billion, more than 136,000 employees and operations in more than 80 countries around the world.

The new company will have a combined board of 15 members, including three from the Baker Hughes board. Halliburton Chief Executive Dave Lesar will continue as CEO.

Write to Angela Chen at angela.chen@dowjones.com

>>> US Early premarket gappers

Early premarket gappers

Gapping up: CADC +42%, ABGB +23.1%, HBI +16.5%, OXGN +12.1%, AGN +5.2%, TTM +4.5%, JD +4.4%, ACT +2.9%, PT +2.3%, WFT +1.4%, GG +1.4%, ALU +1.0%

Gapping down: GSAT -12.5%, DNR -11%, DWA -8.3%, HMY -5.2%, ODP -4.4%, HAL -4.0%, NBG -3.6%, TSEM -2.9%, JRJC -2.7%, PBR -2.6%, AZN -2.6%, LOCO -2.1%, NOK -2.0%, AU -2.0%, PFE -1.9%, SNE -1.4%, LNKD -1.3%, SAN -1.2%, TM -1.1%, BSBC -1.1%, STO -1.0%, SLV -1%, GOLD -1%, TWTR -1.0%, TOT -0.9%, BP -0.8%