Assurance IQ sold for $2.35 billion

Prudential acquires Assurance IQ for $2.35B plus additional earnout up to $1.5B

Prudential Financial (PRU) announced that it has signed a definitive agreement to acquire Assurance IQ, “a profitable, fast-growing direct-to-consumer platform that transforms the buying experience for individuals seeking personalized health and financial wellness solutions.”

Prudential Financial (PRU) announced that it has signed a definitive agreement to acquire Assurance IQ, "a profitable, fast-growing direct-to-consumer platform that transforms the buying experience for individuals seeking personalized health and financial wellness solutions."
Prudential pays $2.35 B for Assurance. Stockwinners

Terms of the acquisition include a total upfront consideration of $2.35 billion, plus an additional earnout of up to $1.15 billion in cash and equity, contingent upon Assurance achieving multi-year growth objectives.

Under the terms of the agreement, Assurance will become a wholly owned subsidiary of Prudential under the U.S. Businesses division.

Prudential buys Assurance IQ for $2.5B, Stockwinners

Assurance co-founders Michael Rowell and Michael Paulus will continue to focus on the growth of Assurance.

Rowell will remain CEO of Assurance and report to Andrew Sullivan, who will assume the role of executive vice president and head of U.S. Businesses as of December 1.

Paulus will remain president of Assurance.

The acquisition is expected to be modestly accretive to EPS and ROE starting in 2020.

In addition to enhancing the growth of Prudential’s financial wellness businesses, the acquisition is expected to generate cost savings of $50 million to $100 million, in addition to the $500 million of expected margin expansion by 2022 discussed at Prudential’s June Investor Day.

Prudential plans to use a combination of its current cash, debt financing and equity to fund the acquisition, which is expected to close early in the fourth quarter of 2019. Prudential’s Board of Directors unanimously approved the transaction.

Prudential’s Board of Directors has authorized a $500 million increase to its share repurchase authorization for calendar year 2019.

As a result, the share repurchase authorization for the full year 2019 is $2.5 billion.

As of June 30, Prudential had repurchased $1.0 billion of shares of its common stock under this authorization.

Prudential expects to fully utilize this increased share repurchase authorization by the end of 2019.

PRU +$2.21 to $81.85

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Fiat Chrysler to invest $4.5B in Michigan

Fiat Chrysler to invest $4.5B in five existing Michigan plants

FCA (FCAU) would invest $1.6 billion to convert the two plants that comprise the Mack Avenue Engine Complex into the future assembly site for the next-generation Jeep Grand Cherokee, as well as an all-new three-row full-size Jeep SUV and plug-in hybrid (PHEV) models, adding 3,850 new jobs to support production.

The Company intends to start construction of the new Detroit facility by the end of Q2 2019 with the first three-row vehicles expected to roll off the line by the end of 2020, followed by the all-new Grand Cherokee in the first half of 2021.

Also as part of this announcement, the Jefferson North Assembly Plant would receive an investment of $900 million to retool and modernize the facility to build the Dodge Durango and next-generation Jeep Grand Cherokee.

FCA expects to create 1,100 new jobs at Jefferson North. The reborn Mack facility would be the first new assembly plant to be built in the city of Detroit in nearly three decades.

In 1991, Jefferson North was the last new assembly plant built in the city.

When complete, Mack would join Jefferson North as the only automotive assembly plants to be located completely within the city limits of Detroit. The Pentastar engines – the 3.6-, 3.2- and 3.0-liter – currently built at Mack would be relocated to the Dundee Engine Plant as part of a $119 million investment. Pentastar production at Mack I would end by Q3 2019.

Mack II has been idle since it ceased production of the 3.7-liter V-6 in September 2012.FCA also confirms the investment at Warren Truck to retool for production of the all-new Jeep Wagoneer and Grand Wagoneer, announced in 2017, along with their electrified counterparts, would increase to $1.5 billion.

The Pentastar Engines currently built at Mack would be relocated to the Dundee Engine Plant, Stockwinners

Production is expected to launch in early 2021. In addition to the new Jeep models, the plant would continue building the Ram 1500 Classic, which is being extended to meet market demand. It is expected that 1,400 new jobs would be added.

As a result of this investment announcement, production of the all-new Ram Heavy Duty will continue at its current location in Saltillo, Mexico.

To support the additional production, the Company’s Warren Stamping (Warren, Michigan) and Sterling Stamping (Sterling Heights, Michigan) plants would receive investments of $245 million and $160 million, respectively, with Sterling Stamping expected to add more than 80 new jobs.


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Kraft Heinz shares tumble 28 percent

Kraft Heinz says SEC probing procurement accounting policies

The company (KHC) said in a filing it received a subpoena in October 2018 from the SEC associated with an investigation into the company’s procurement area, more specifically the company’s accounting policies, procedures, and internal controls related to its procurement function, including, but not limited to, agreements, side agreements, and changes or modifications to its agreements with its vendors.

Kraft Heinz shares tumble 28% on SEC investigation, Dividends cut, Stockwinners

Kraft Heinz confirms quarterly dividend cut to 40c from 62.5c per share

The Board of Directors of The Kraft Heinz Company declared a regular quarterly dividend of 40c per share of common stock payable on March 22 to stockholders of record as of March 8.

This represents a reduction of 22.5c from the company’s previous quarterly dividend of 62.5c.

“We believe this action will help us accelerate our deleveraging plan, provide us strategic advantage through a stronger balance sheet, support commercial investments and set a payout level that can both grow over time and accommodate additional divestitures.

By doing this we can improve our growth and returns over time,” said Kraft Heinz CEO Bernardo Hees.

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Buffett loses $4.4billion on Friday, See Stockwinners

Warren’s Loss

Warren Buffett’s Berkshire Hathaway owned 325,634,818 shares of Kraft Heinz as of Dec. 31, according to the latest 13-F filing with the Securities and Exchange Commission. That represented about 26.7% of the shares outstanding, while the value of the holding was just under 8% of Berkshire’s total equity holdings.

If Berkshire’s stake remained intact, it would be worth about $4.4 billion less than it was the day before. And you thought you had a bad day in the market?!?

Berkshire’s stake in Kraft Heinz has been the same since the third quarter of 2015, according to SEC filings.

Before that, filings showed ownership of just 192,666 shares of Kraft Foods Group Inc. and 578,000 shares of Mondelez.

Since Sept. 30, 2015, the stock has now plummeted 50.9%. That indicates Berkshire’s investment has lost $11.7 billion in principal value since then, including an $11.3 billion loss in 2018 alone.

KHC is down 28% to $34.75.

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Navigators Group sold for $2.1 billion

Hartford Financial to acquire Navigators for $2.1B in cash 

Navigators Group sold for $2.1 billion, Stockwinners
Navigators Group sold for $2.1 billion, Stockwinners

The Navigators Group (NAVG) announced that it has entered into a definitive agreement to be acquired by The Hartford Financial Services Group (HIG) in an all-cash transaction that values Navigators at approximately $2.1B.

Under the terms of the agreement, Navigators stockholders will receive $70.00 per share in cash upon the closing of the transaction.

The $70.00 per share offer price represents a multiple of 1.78 times Navigators’ fully diluted tangible book value per share as of June 30, 2018 and an 18.6% premium to the 90-trading-day average stock price.

The transaction, which was unanimously approved by Navigators’ Board of Directors, is subject to regulatory and stockholder approvals and other customary closing conditions, and is expected to close in the first half of 2019.

Navigators expects to continue paying regular quarterly dividends consistent with past practice prior to closing.

Completion of the transaction is not subject to any financing conditions. Navigators’ founder, and shares controlled by other members of his family, which represent approximately 20% of total shares outstanding, have agreed to vote in support of Navigators’ transaction with The Hartford.

The agreement includes a “go-shop” provision designed to afford an opportunity for other potential acquirers to determine whether they are interested in proposing to acquire Navigators.

Accordingly, for 30 days Navigators will have an opportunity to solicit competing acquisition proposals. If the Board of Directors accepts a competing proposal during the “go-shop” period that The Hartford does not match, the successful competing bidder would pay a termination fee to The Hartford.

NAVG closed at $64.25.


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Stewart to be acquired by Fidelity National in deal valued at $1.2B

Stewart to be acquired by Fidelity National in deal valued at about $1.2B

Stewart to be acquired by Fidelity National in deal valued at about $1.2B , Stockwinners.com
Stewart to be acquired by Fidelity National in deal valued at about $1.2B ,

Stewart Information Services Corporation (STC) announced that it has entered into a definitive agreement to be acquired by Fidelity National Financial (FNF).

Under the terms of the agreement which has been unanimously approved by Stewart’s Board of Directors following a comprehensive review of strategic alternatives, Stewart shareholders will receive $25.00 in cash and 0.6425 common shares of Fidelity for each share of Stewart common stock they hold at closing, subject to the adjustment and election mechanisms described below.

“Last year, our Board initiated a review of strategic alternatives for the company, and after an extensive process, we determined that capitalizing on the Fidelity platform will best enable us to support the Stewart brand and continue providing the service our customers have come to expect,” said Thomas G. Apel, Stewart’s Chairman of the Board.

“Combining with Fidelity National Financial will create a strong portfolio of customers and business relationships, and will provide us with the ability to grow the Stewart brand.”

Based on Fidelity’s closing stock price on March 16, 2018, the merger consideration represents total value per Stewart share of $50.20, a 23% premium to Stewart’s closing stock price on March 16, 2018 and a 32% premium to Stewart’s closing stock price on November 3, 2017, the trading day prior to Stewart’s announcement that it would undertake a review of strategic alternatives.

If the combined company is required to divest assets or businesses exceeding $75 million in order to procure required regulatory approvals up to a cap of $225 million of divested revenues, the purchase price will be adjusted down from $50.20 on a pro-rata basis relative to the actual amount of revenues required to be divested between $75 and $225 million to a minimum purchase price of $45.50 per share of common stock.

As an alternative to the default mixed transaction consideration described above, each Stewart shareholder will have the ability to instead receive either $50.00 in cash or 1.285 common shares of Fidelity for each Stewart share held, subject to a customary pro ration mechanism to the extent that either the cash or the stock portion of the merger consideration is over-subscribed.

The proposed transaction is subject to approval by Stewart’s shareholders and regulatory authorities and the satisfaction of customary closing conditions.

The company will be closely working with regulators to obtain the necessary approvals as soon as possible, and the transaction is expected to close by the first or second quarter of 2019.

If the deal is not completed for failure to obtain the required regulatory approvals, Fidelity is required to pay a reverse break-up fee of $50 million to Stewart.


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Express Scripts sold for $67 billion

Cigna to acquire Express Scripts in cash, stock transaction for $67B

igna to acquire Express Scripts for $67B. Stockwinners
Cigna to acquire Express Scripts for $67B. 

Cigna (CI) and Express Scripts (ESRX) announced that they have entered into a definitive agreement whereby Cigna will acquire Express Scripts in a cash and stock transaction valued at approximately $67B, including Cigna’s assumption of approximately $15B in Express Scripts debt.

The merger consideration will consist of $48.75 in cash and 0.2434 shares of stock of the combined company per Express Scripts share.

Cigna to acquire Express Scripts for $67B. Stockwinners
Cigna to acquire Express Scripts for $67B. Stockwinners

The transaction was approved by the board of directors of each company. Under the terms of the definitive agreement, the transaction consideration will consist of $48.75 in cash and 0.2434 shares of stock of the combined company per Express Scripts share, or $54 billion in the aggregate.

Upon closing of the transaction, Cigna shareholders will own approximately 64% of the combined company and Express Scripts shareholders will own approximately 36%.

The consideration represents an approximately 31% premium to Express Scripts’ closing price of $73.42 on March 7, 2018.

Upon closing, the combined company will be led by David M. Cordani as President and CEO. Tim Wentworth will assume the role of President, Express Scripts.

The combined company’s board will be expanded to 13 directors, including four independent members of the Express Scripts board.

The combined company will be named Cigna.

Cigna’s headquarters in Bloomfield, Connecticut, will become the headquarters for the combined company, and Express Scripts will be headquartered in St. Louis, Missouri.

At closing, the combined company will make an incremental investment of $200 million in its charitable foundation, to support the communities in which it operates, and with the continued focus on improving societal health.

Cigna intends to fund the cash portion of the transaction consideration through a combination of cash on hand, assumed Express Scripts debt and new debt issuance and Cigna has obtained fully committed debt financing from Morgan Stanley Senior Funding, Inc. and The Bank of Tokyo-Mitsubishi UFJ, Ltd.

The transaction is not subject to a financing condition.

Upon completion of the transaction, Cigna is expected to have debt of approximately $41.1 billion.

Cigna expects to have a debt-to-capitalization ratio of approximately 49% following the acquisition, and aims to achieve a ratio in the 30’s within 18 to 24 months after the transaction closes. Cigna expects to maintain its investment grade ratings.

The transaction, which is expected to be completed by December 31, 2018, is subject to the approval of Cigna and Express Scripts shareholders and the satisfaction of customary closing conditions, including applicable regulatory approvals.

Until the closing, Cigna and Express Scripts will continue to operate as independent companies.


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Barron’s is bullish on Danaher and GM

Barron’s, the weekly publication owned by the Wall Street Journal, in its latest issue mentions several names:  

Stockwinners offers Barron's review of Stockwinners offers stocks to buy, stocks to watch, upgrades, downgrades, earnings, Stocks to Buy On Margin
Stockwinners offers Barron’s review of stocks to buy, stocks to watch

BULLISH   MENTIONS:

Danaher among more reliable stocks– Danaher’s (DHR) results were met with cries of sell even though they were stellar as ever, sending the shares into negative territory on Monday, Ben Levisohn writes in this week’s edition of Barron’s. Fast-forward to Friday, the stock market was in freefall but the stock weathered the blast, he notes, adding that there is something to be said for Danaher’s consistency. While it will never be the fastest grower, it has grown sales at 4%-5%, quarter after quarter, while cutting costs and improving efficiency to grow earnings, making it one of the more reliable stocks out there, the report says.

General Motors shares could rise more than 35% – General Motors (GM) has been turning in strong profits, which have helped it fund research into autonomous and electric cars, Jack Hough writes in this week’s edition of Barron’s. When Tesla’s (TSLA) stock-market value surpassed General Motors last year, it was big news, but recently the latter has edged back into the top spot, he adds. Selling at just seven times forward earnings, General Motors shares have room to rise more than 35% in the year ahead, Hough contends.

Cisco, Oracle among stocks with rising dividend estimates – Some of the large-cap companies whose dividend estimates for their current fiscal year have increased by at least 2% since July include Cisco (CSCO), Texas Instruments (TXN), UnitedHealth (UNH), Oracle (ORCL), Comcast (CMCSA), 3M (MMM), AbbVie (ABBV), Boeing (BA), Union Pacific (UNP), Bank of America (BAC), Citigroup (C), Wells Fargo (WFC) and JPMorgan (JPM), Lawrence Strauss writes in this week’s edition of Barron’s.

TD Ameritrade adding round-the-clock trading – TD Ameritrade  (AMTD) is offering customers more social media capabilities and has added round-the-clock trading in 12 exchange-traded funds, from Sunday evening through Friday evening using its thinkorswim trading platform or TD Ameritrade Mobile Trader app, Theresa Carey writes in this week’s edition of Barron’s.

Apple, Facebook facing challenges, shares still holding up well – Considering the challenges they face, both Apple (AAPL) and Facebook (FB) shares held up well, Tiernan Ray writes in this week’s edition of Barron’s. Apple offered a forecast for its March quarter that missed expectations, and Wall Street now thinks that the company is reaching a bit too far in pricing the iPhone X at $999-$1150, he notes. Nonetheless, Apple is still an empire very much in control of its destiny, Ray contends. Meanwhile, Facebook said people are spending less time than before on the site, but Mark Zuckerberg calmly assured the Street that he thinks it is a good thing, the report points out.

Cisco, Salesforce among most sustainable companies – Cisco (CSCO) tops Barron’s first annual list of most sustainable companies, followed by Salesforce (CRM), Best Buy (BBY), Intuit (INTU), HP Inc. (HPQ), Texas Instruments (TXN), Microsoft (MSFT), Oshkosh (OSK), Clorox (CLX) and Xylem (XYL).

Spirit Air offers plenty of potential upside – Following a steep decline, shares of Spirit Airlines (SAVE) now trade for less than 12 times forward earnings estimates, a good value or growth play, Brett Arends writes in this week’s edition of Barron’s. Long-term investors may need to be patient because short-term headwinds pop up so frequently for airline stocks, but in return for its risks, Spirit offers reasonable valuations and plenty of potential upside, he argues

BEARISH  MENTIONS:

Musk new compensation package sets wrong targets – Tesla’s  (TSLA) new 10-year compensation package, which considers that Elon Musk could grow the company’s market capitalization from the current $58B to $650B in 2028, is not shareholder-friendly as it emphasizes market cap goals, not sustainable profits, Vito Racanelli writes in this week’s edition of Barron’s.


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Amazon, Berkshire Hathaway, JPMorgan to partner on employee healthcare

Amazon, Berkshire Hathaway, JPMorgan to partner on employee healthcare

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Amazon, Berkshire Hathaway, JPMorgan to partner on employee healthcare

Amazon (AMZN), Berkshire Hathaway (BRK.A, BRK.B) and JPMorgan Chase & Co. (JPM) announced that they are partnering on ways to address healthcare for their U.S. employees, with the aim of improving employee satisfaction and reducing costs.

Amazon, Berkshire Hathaway, JPMorgan to partner on employee healthcare

Amazon, Berkshire Hathaway, JPMorgan to partner on employee healthcare. Stockwinners.com
Amazon, Berkshire Hathaway, JPMorgan to partner on employee healthcare

The three companies, which bring their scale and complementary expertise to this long-term effort, will pursue this objective through an independent company that is free from profit-making incentives and constraints.

The initial focus of the new company will be on technology solutions that will provide U.S. employees and their families with simplified, high-quality and transparent healthcare at a reasonable cost.

The effort announced today is in its early planning stages, with the initial formation of the company jointly spearheaded by Todd Combs, an investment officer of Berkshire Hathaway; Marvelle Sullivan Berchtold, a Managing Director of JPMorgan Chase; and Beth Galetti, a Senior Vice President at Amazon.

The longer-term management team, headquarters location and key operational details will be communicated in due course.

Health insurance companies are lower in pre-market trading on the news.

Shares of the owners of pharmacy benefit managers, including Express Scripts (ESRX), CVS Health (CVS) and UnitedHealth (UNH), are sliding after Amazon (AMZN), Berkshire Hathaway (BRK.A, BRK.B) and JPMorgan Chase (JPM) announced that they are partnering on “ways to address healthcare for their U.S. employees, with the aim of improving employee satisfaction and reducing costs.” The three companies will pursue this objective through an independent company that is “free from profit-making incentives and constraints,” they announced earlier this morning.


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Validus sold for $5.56B, or $68 per share

AIG to acquire Validus for $5.56B, or $68 per share, in cash

AIG to acquire Validus for $5.56B, or $68 per share. Stockwinners.com
AIG to acquire Validus for $5.56B, or $68 per share.

American International Group (AIG) announced it has entered into a definitive agreement to acquire all outstanding common shares of Validus Holdings (VR), a provider of reinsurance, primary insurance, and asset management services.

The transaction enhances AIG’s General Insurance business, adding a leading reinsurance platform, an insurance-linked securities asset manager, a meaningful presence at Lloyd’s and complementary capabilities in the U.S. crop and excess and surplus markets.

Holders of Validus common shares will receive cash consideration of $68.00 per share, for an aggregate transaction value of $5.56 billion, funded by cash on hand.

The transaction is expected to be immediately accretive to AIG’s earnings per share and return on equity.

Validus brings complementary, market-leading capabilities to AIG, enhancing AIG’s platform and long-term growth opportunities for both companies.

The diversification benefits of the transaction also provide significant additional capital efficiencies over time.

The transaction has been unanimously recommended by the boards of directors of AIG and Validus.

The transaction is expected to close mid-2018, subject to approval by Validus shareholders and other customary closing conditions, including regulatory approvals in relevant jurisdictions and the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976.


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Bulls vs Bears on Principal Financial

Wells Fargo cautious on Principal Financial as Goldman says buy

Bulls vs Bears on Principal Financial. Stockwinners.com
Bulls vs Bears on Principal Financial

 

This morning, Goldman Sachs analyst Alex Scott upgraded Principal Financial (PFG) to Buy on his view that the company has potentially positive earnings growth drivers and the stock has limited downside risk.

 

Meanwhile, his peer at Wells Fargo downgraded the stock to Market Perform, arguing that its current valuation already reflects the relative growth in earnings derived from the company’s niche of fee-based businesses, aided by healthy equity market performance.

 

BUY PRINCIPAL FINANCIAL

 

In a research note to investors this morning, Goldman Sachs‘ Scott upgraded Principal Financial to Buy from Neutral after his work suggested a number of potentially positive earnings growth drivers.

 

The analyst noted that he sees organic growth in the Spread and International segments, upside to estimates driven by margins, potential for inorganic growth through deploying excess capital, and a possibility that the pension partnership with the China Construction Bank will be finalized in 2018.

 

Nonetheless, Scott pointed out that he believes the company could experience some pricing pressure within the Specialty Benefits segment during the year, but the improved growth related to tax reform and scale positions the segment well. The analyst also raised his price target on the shares to $80 from $71.

 

MOVING TO THE SIDELINES

Conversely, Wells Fargo analyst Sean Dargan downgraded Principal Financial to Market Perform from Outperform, with a $79 price target, saying the stock’s valuation already reflects the relative growth in earnings.

 

While the analyst acknowledged that Principal’s earnings per share will benefit from tax reform, like all companies under his coverage, #Dargan noted that its push to show growth in spread earnings via pension risk transfer exposes the company to “greater longevity risk,” which deserves a lower multiple than “pure” spread earnings.

 

The analyst told investors that he now prefers Voya Financial (VOYA), pointing out that the company should look more like Principal over time after shedding its capital-intensive annuity business. Furthermore, Dargan argued that he sees more upside in Voya at current valuation levels.

 

Principal Financial (PFG) is  up 1% to $73.12.


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Barron’s is bullish on Gold and FedEx, bearish on Caterpillar

Barron’s, the weekly publication owned by the Wall Street Journal, in its latest issue mentions several names: 

Stockwinners offers Barron's review of Stockwinners offers stocks to buy, stocks to watch, upgrades, downgrades, earnings, Stocks to Buy On Margin
Stockwinners offers Barron’s review of stocks to buy, stocks to watch

BULLISH  MENTIONS:

FedEx EPS (FDX) growth should more than triple next year – U.S. postal rates look likely to rise, pinching Amazon (AMZN) and benefiting FedEx and UPS (UPS), Jack Hough writes in this week’s edition of Barron’s. While for now UPS enjoys higher profit margins, investors should favor FedEx as years-long investment in automating and expanding its hubs has given the company a speed and efficiency advantage over the former, he adds. Earnings per share growth for FedEx should more than triple next year as tax cuts kick in, the report notes.

Deal makers now ‘on the clock.’  – Deal makers may be on the clock, especially if one believes that the bull market is in its waning stages and the Federal Reserve is serious about interest rate hikes, Alex Eule writes in this week’s edition of Barron’s. 2018 merger speculation already kicked off in a big way, with headlines that Amazon (AMZN) could buy Target (TGT) and Apple could acquire Netflix (NFLX), he notes, adding that M&A may be necessary to grow and even to survive.

Valero, Home Depot among companies expected to raise dividend – Charles Schwab (SCHW), Home Depot (HD), Valero Energy (VLO), NextEra Energy (NEE), Allstate (ALL) and Cisco Systems (CSCO) are among the large companies expected to announce healthy dividend increases soon, Lawrence Strauss writes in this week’s edition of Barron’s. These projected boosts come amid a solid outlook for dividend growth in the U.S. and globally, he adds.

Intel not to be blamed for failures of computer security – Intel (INTC) came under fire for the revelation that its chips were vulnerable, but the nature of technology and how the industry approaches computer security are the real problem, not Intel chips, Tiernan Ray writes in this week’s edition of Barron’s. There may be things Intel can do, and in fact AMD (AMD), whose chips run the same software, said its products are less vulnerable than Intel’s, he notes, but difference here are just relative as hackers’ inventiveness will continue.

Kohl’s making right moves to grow earnings. – Until recently, Kohl’s (KSS) was largely written off as a casualty of Amazon’s (AMZN) domination of the retail sector, but the stock has become one of the hottest plays in retail as investors increasingly believe that the e-Commerce giant could acquire the company, Steven Sears writes in this week’s edition of Barron’s. Even without Amazon, Kohl’s seems to be making the right moves to grow earnings, he adds.

Gold rally may be ‘just the start.’  – Gold’s recent rally could be just the start, and investors betting on a new bull market in gold can buy physical gold, mining stocks or funds that track the metal and mining shares, with junior miners typically outperforming big-caps in a gold bull market, John Kimelman writes in this week’s edition of Barron’s. Publicly traded companies in the sector include Newmont Mining (NEM), Barrick Gold (ABX), Goldcorp (GG) and Agnico Eagle (AEM).

BEARISH  MENTIONS:

Bank earnings could ‘be messy.’ – The backdrop for banks could not be much better but earnings season is about to begin – with JPMorgan (JPM), Wells Fargo (WFC) and PNC Financial (PNC) expected to report on Friday – and it could “be messy,” Ben Levisohn writes in this week’s edition of Barron’s. While tax reform should be a boon for banks, it will also produce one-time charges and gains that will need to be accounted for, he adds.

Time to sell Caterpillar – In a follow-up story, Barron’s says that with Caterpillar (CAT) soaring, it is time to sell. Investors should not expect the stock to move quickly from here, as cyclical companies like Caterpillar tend to trade at high multiples of earnings at the bottom of the cycle and low multiples at the top, it adds.


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Brigade Capital takes stake in Kindred, opposes takeover by Humana

Brigade Capital takes 5.8% stake in Kindred, opposes takeover

Kindred Health sold for $9 a share. Stockwinners
Brigade Capital takes 5.8% stake in Kindred, opposes takeover

Brigade Capital disclosed a 5.8% stake in Kindred Healthcare (KND) and expressed opposition to the company’s proposed buyout by TPG Capital, Welsh, Carson, Anderson & Stowe and Humana (HUM).

Representatives of Brigade intend to engage in discussions with Kindred’s management and board regarding, among other things, the company’s strategic alternatives and direction, and strategies to enhance shareholder value, including regarding the recently announced proposed acquisition.

On December 27, Brigade delivered a letter to the board stating its opposition to the takeover and noting the “material inadequacy of the terms of the proposed transaction.”

Brigade’s belief is that the $9.00 per share cash merger price “significantly undervalues” Kindred’s common stock. The Letter notes that from the perspective of maximizing shareholder value, Brigade believes it is premature for Kindred to engage in a sale transaction.

Over the past year, Brigade noted that the company “has overcome numerous challenges and calmed most of the headwinds against its business, positioning it for substantial stock price appreciation in 2018 and beyond.”

The activist added, “Brigade expected management to continue operating the business to enable the shareholders who have patiently supported the Issuer throughout its challenges to realize the benefits of the business improvements through their continued ownership in the going concern.

Instead, Brigade stated in the Letter, that it believes management has chosen to pursue a transaction with the Consortium that severely undervalues the Issuer and ensures that the Consortium – rather than existing shareholders – will reap the benefits of the value enhancement the improved business is expected to generate.

For these and the reasons stated in the Letter, Brigade advised the Issuer that it does not believe the proposed transaction is in the best interests of the Issuer’s shareholders and intends to actively oppose it.”

BACKGROUND

On December 19th,  Kindred Healthcare (KND) announced that its Board of Directors has approved a definitive agreement under which it will be acquired by a consortium of three companies: TPG Capital, Welsh, Carson, Anderson & Stowe and Humana (HUM) for approximately $4.1B in cash including the assumption or repayment of net debt.

Under the terms of the agreement, Kindred stockholders would receive $9.00 in cash for each share of Kindred common stock they hold, representing a premium of approximately 27% to Kindred’s 90-day volume weighted average price for the period ending December 15, 2017, the last trading day prior to media reports regarding the potential transaction.

KND last traded at $9.42, two cents up on the day.


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Boston Omaha jumps on Buffett connection

Boston Omaha rises after WSJ profile highlights link to Buffett

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Boston Omaha jumps on Buffett connection

Shares of billboard advertisement seller and surety insurer Boston Omaha (BOMN) are rising following a Friday profile of the company in the Wall Street Journal.

SHARES DOUBLE SINCE LISTING

Shares of Boston Omaha, which is run by co-CEOs Alex Buffet Rozek and Adam Peterson, have more than doubled since listing on the Nasdaq Stock Market in June.

The company, which recently reported third quarter revenue of $2.4M, has a market capitalization of over $447M with today’s advance.

Rozek, who is Warren Buffett’s grandnephew, said the company receives no assistance from Buffett or Berkshire Hathaway (BRK.A, BRK.B) and does not advertise the link as he wants Boston Omaha’s results to stand on their own.

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Boston Omaha shares jump on Buffett connection.

“It’s not like there’s this private class that goes on for family members about business,” Rozek said.

“If I wanted to learn, the best thing I could do is pick up an annual report and read the Berkshire annual report like anybody else.”

Buffett, who doesn’t own Boston Omaha stock, said, “I think the world of Alex, but we don’t have anything to do with his decision-making or anything of the sort. He’s got a good mind, a very good mind, and he certainly has good values.”

Boston Omaha, however has shown some similarities to Berkshire, including an acquisition focus on companies with consistent earnings and strong competitive positions, running acquired companies independently and skipping earning calls for an annual meeting.

The company, which does not currently invest in stocks, is 55% owned by Peterson’s Magnolia Group and 12% owned by Rozek’s Boulderado Group and other entities he manages.

PRICE ACTION

Boston Omaha is up 20.1%, or $5.69, to $34.02 in Tuesday’s trading. Including Friday’s advance, the stock is up over 33% over the last two sessions.


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Barron’s is bullish on Alaska Air

Barron’s, the weekly publication owned by the Wall Street Journal, in its latest issue mentions several names:  

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Stockwinners offers Barron’s review of stocks to buy, stocks to watch

BULLISH  MENTIONS

Alaska air should bounce back in 2018 – While shares of Alaska Air (ALK) are down over 20% this year, they should get back up in 2018, Strauss writes in this week’s edition of Barron’s. With a lower valuation and a better dividend yield than many rivals, the company should rise after if fully integrates Virgin Air, which already is adding to earnings, he notes.

CBOE should not be treated as ‘set and forget’  – Bitcoin futures have pushed CBOE’s (CBOE) stock to a new record high, and some see the stock as a way to benefit from investors fascination with Bitcoin, Steven Sears writes in this week’s edition of Barron’s. However, Sears is recommending that investors no longer treat the shares as a “set and forget” position until it is clearer how the Bitcoin ecosystem will influence CBOE.

Spark Therapeutics selloff may be overdone – Spark Therapeutics (ONCE) shares plunged after the company released disappointing results for its hemophilia A treatment, but the selloff may be overdone given the company’s other promising treatments, Andrew Bary writes in this week’s edition of Barron’s.

More consolidation to come after Disney/Fox deal – Netflix (NFLX) success and its high valuation is forcing the rest of the TV work to scramble, Alex Eule writes in this week’s edition of Barron’s. In the wake of Disney’s (DIS) 21st Century Fox (FOXA; FOX) purchase, investors should expect more consolidation to come, he adds. Given that FOX RSN business looks very similar to MSG Networks (MSGN) and with Disney’s deal spurring a new wave of RSN interest, 208 could be the year that MSG gets sold, Barron’s says. Other potential attractive targets include AMC (AMCX) and Viacom (VIAB), Eule contends.

BEARISH  MENTIONS

Exxon (XOM) disclosure of climate-change regulation impact has risks – In a filing with the Securities and Exchange Commission, Exxon’s board acceded to a proxy request to disclose more about what tightening climate-change regulations may do to the long-term value of its hydrocarbon assets in the ground, Vito Racanelli writes in this week’s edition of Barron’s. Once Exxon discloses this information, companies that do not will be under pressure, he notes, adding that while more disclosure as a rule is good for shareholders, there are risks as it could hurt its competitive position and the ability to sell assets at a fair price.

New Apple iPhone features also bring software bugs – While each new Apple iPhone (AAPL) brings more “dazzling” features, it also brings a rising number of software bugs, Tiernan Ray writes in this week’s edition of Barron’s. Apple has little choice but to keep adding features to stay ahead of the pack, and one large cost is having to divert engineers to fix bugs, he adds.


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ANZ’s life insurance businesses sold for $2.14 billion

Zurich enters agreement to acquire ANZ’s life insurance businesses in Australia 

ANZ's life insurance businesses sold for $2.14B. See Stockwinners.com
ANZ’s life insurance businesses sold for $2.14B

Zurich Insurance Group (ZURVY) yesterday announced that it has entered into an agreement to acquire 100% of ANZ’s (ANZBY) life insurance businesses, OnePath Life, in Australia for A$2.85B, or $2.14B.

Both parties expect the transaction, which is subject to regulatory approval, to be completed by the end of 2018.

The transaction price comprises A$1B of upfront reinsurance commissions, expected to be paid subject to regulatory approval in May 2018 with the remaining balance paid on completion.

The acquisition is expected to contribute to the Group’s profitability from day one, generating strong cash flows which will support future dividend growth.

The transaction will also increase the proportion of stable life protection-based earnings, reducing overall Group earnings volatility and increasing the proportion of life earnings remitted as cash back to the Group.

In view of these earnings benefits, Zurich expects to raise its current BOPAT ROE target by 50 basis points by 2019.

The transaction is also expected to increase the level of overall cash remittances over the 2017-2019 planning period by A$300M.

As part of the transaction, Zurich will enter into a 20-year distribution agreement with ANZ in Australia to distribute life insurance products through bank channels.

The acquisition is expected to be funded through a mixture of Zurich’s internal cash resources and senior debt, and is expected to reduce Zurich’s capital position only modestly.

ZURVY closed at $30. ANZBY closed at $21.53.


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