The Medicines Co. sold for $9.7B

Novartis to pay $85 per share in cash for each MDCO share

The Medicines Company (MDCO) announced that it has entered into definitive agreement in which Novartis (NVS) will acquire the company for $85 per share in an all-cash transaction, implying a fully diluted equity value of $9.7B.

Novartis to pay $85 per share in cash for each MDCO share, Stockwinners

The stock closed Friday down $1.21 to $68.55. See our previous blog post.

The purchase price represents a premium of approximately 45% to The Medicines Company’s closing share price of $58.65 on November 18, the last trading day prior to news reports of a potential transaction between The Medicines Company and Novartis.

Novartis receives positive CHMP opinion for Kymriah, Stockwinners
Novartis to pay $85 per share in cash for each MDCO share, Stockwinners , Stockwinners

The transaction was unanimously approved by the boards of both companies. Under the terms of the merger agreement, Novartis will commence a tender offer to purchase all outstanding shares of The Medicines Company for $85 per share in cash.

Following the completion of the tender offer, a wholly owned subsidiary of Novartis will merge with The Medicines Company and shares of The Medicines Company that have not been tendered and purchased in the tender offer will be converted into the right to receive the same price per share.

Completion of the transaction is expected in Q1 of 2020, pending the successful completion of the tender offer and other customary closing conditions.

Until that time, The Medicines Company will continue to operate as a separate and independent company. The company expects to file regulatory submissions for inclisiran in the U.S. in Q4 of 2019 and in Europe in the first quarter of 2020.

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Ford launches new business model in Europe

Ford to cut 12,000 jobs in Europe by end of 2020

Ford to realign its European operations, Stockwinners

Ford (F) said in a statement that it is launching a new business model and fresh vehicle line-up as part of the most comprehensive redesign in the history of its business in Europe.

The company also is on track to significantly improve its financial results in Europe this year, paving the way to sustainable profitability and its longer-term goal of delivering a 6% EBIT margin.

The new European operating model and resulting organization are effective July 1.

Three new business groups – Commercial Vehicles, Passenger Vehicles and Imports – are being established to facilitate fast decision-making centered on customer needs, Ford said.

Ford Kuga will now be manufactured in China instead of Europe, Stockwinners

Ford is freshening and expanding its vehicle line-up in Europe, introducing at least three new nameplates in the next five years as it continues to grow its utility vehicle portfolio, including the all-new Mustang-inspired fully electric performance utility.

The new nameplates are in addition to all-new Kuga, Puma and Explorer Plug-In Hybrid coming by early 2020.

Manufacturing efficiency is being improved through the previously announced proposed or confirmed closure or sale of six assembly and component manufacturing plants by the end of next year: Proposed closure of Bridgend Engine Plant in South Wales; Closure of Ford Aquitaine Industries Transmission Plant in France; Closure of Naberezhnye Chelny Assembly, St. Petersburg Assembly and Elabuga Engine Plant in Russia; Sale of the Kechnec Transmission Plant in Slovakia to Magna.

This Ford Mustang designed for the European market, Stockwinners

As a result, Ford’s manufacturing footprint in Europe will be reduced to a proposed 18 facilities by the end of 2020, from 24 at the beginning of 2019.

In the U.K., the Ford of Britain and Ford Credit Europe headquarters in Warley also will close later this year and operations consolidated in Dunton.

In addition, Ford is implementing shift reductions at its assembly plants in Saarlouis, Germany, and Valencia, Spain, as well as a more streamlined management structure and marketing and sales operations.

In total, approximately 12,000 jobs will be impacted at Ford’s wholly owned facilities and consolidated joint ventures in Europe by the end of 2020, primarily through voluntary separation programs.

Around 2,000 of those are salaried positions, which are included among the 7,000 salaried positions Ford is reducing globally.

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Fiat Chrysler Could Be Sold to Chinese

Chinese automakers weigh bids for Fiat Chrysler

Chinese automakers weigh bids for FCA. See Stockwinners.com Market Radar for details

Representatives of a Chinese automaker made a bid to purchase Fiat Chrysler Automobiles (FCAUat a small premium over its market value, which was rejected for not being high enough, Automotive News reports, citing sources.

In addition, other executives from large Chinese automakers have been conducting due diligence on a possible acquisition of FCA and FCA executives have traveled to China to meet with Great Wall Motor.

MORGAN STANLEY

After Automotive News reported that Fiat Chrysler had received and rejected a takeover offer from a Chinese company, Morgan Stanley analyst Adam #Jonas says that finding “a Chinese partner could make sense” for the company.

China is the world’s largest SUV market, while the Chinese government is encouraging investments in foreign companies, and investing in Fiat Chrysler would enable a Chinese company to quickly raise its U.S. market share, Jonas wrote.

Moreover, such a deal would enable Fiat Chrysler to avoid antitrust issues that would arise if it combined with another Detroit automaker, the analyst stated. He kept an EUR14 price target and an Overweight rating on the stock.

PRICE ACTION

Shares of Fiat Chrysler (FCAU) are up 9% to $12.65 per share. The issue has a 52-week trading range of $6.0500 – $12.68.


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Paysafe Sold for GBP2.96B

Blackstone, CVC Group to buy Paysafe for approximately GBP2.96B

Blackstone, CVC Group to buy Paysafe. See Stockwinners.com Market Radar to read more

The boards of Paysafe Group and Pi UK Bidco Limited, a newly-incorporated company jointly-owned by funds managed by Blackstone (BX) and funds managed and/or advised by CVC, announced that they have reached agreement on the terms of a recommended cash offer to be made by Bidco for the entire issued and to be issued ordinary share capital of Paysafe.

It is intended that the Acquisition will be implemented by way of a Court-sanctioned scheme of arrangement.

Bidco reserves the right to elect, with the consent of the Takeover Panel and subject to the terms of the Bid Conduct Agreement, to implement the Acquisition by way of a Takeover Offer for the entire issued and to be issued ordinary share capital of Paysafe as an alternative to the Scheme. Under the terms of the Acquisition, each Paysafe Shareholder will be entitled to receive: 590p in cash her Paysafe share.

The Acquisition values the entire issued and to be issued ordinary share capital of Paysafe at approximately GBP 2.96 billion.

The Paysafe Independent Directors, who have been so advised by Lazard as to the financial terms of the Acquisition, consider the terms of the Acquisition to be fair and reasonable.

In providing its advice to the Paysafe Independent Directors, #Lazard has taken into account the commercial assessments of the Paysafe Independent Directors. Commenting on the Acquisition, Martin Brand, Senior Managing Director of Blackstone, said: “We are delighted that our proposal has been recommended by the Board and excited by the prospect of working with management to develop Paysafe as one of the leading, global providers of online and mobile payment solutions.

Paysafe’s innovative alternative payment systems and risk management capabilities form a strong value proposition for consumers and merchants alike.

As a leading technology investor, #Blackstone believes that Paysafe is an ideal platform for continued innovation in the payments space, and look forward to supporting Paysafe’s growth both organically and through acquisitions.”

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Humira Approved for Pediatric Patients with AU

AbbVie receives CHMP positive opinion for Humira for pediatric patients with AU

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AbbVie (ABBV) said that the European Committee for Medicinal Products for Human Use of the European Medicines Agency has granted a positive opinion for #HUMIRA for the treatment of chronic non-infectious anterior uveitis in pediatric patients from two years of age who have had an inadequate response to or are intolerant to conventional therapy, or in whom conventional therapy is inappropriate.

The #CHMP opinion is based on results from the SYCAMORE clinical trial, a randomized controlled study of the clinical effectiveness and safety of HUMIRA combined with methotrexate versus methotrexate plus placebo for the treatment of active JIA-associated uveitis.

It was sponsored by the University Hospitals Bristol NHS Foundation Trust and coordinated by the Clinical Trials Research Centre at the University of Liverpool.

The Independent Data Safety and Monitoring Committee recommended unmasking the trial early after 90 randomized patients with active JIA-associated uveitis showed that HUMIRA combined with methotrexate controlled ocular inflammation better and was associated with a significantly lower rate of treatment failure than placebo.

The review of the marketing authorization application is being conducted under the centralized licensing procedure.

A marketing authorization decision is anticipated by September.

If approved, the authorization will be valid in all 28 member states of the European Union, as well as Iceland, Liechtenstein and Norway.

HUMIRA was approved by the European Medicines Agency for the treatment of non-infectious intermediate, posterior and panuveitis in adults in June 2016.

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Scripps, Discovery Deal Questioned by Analysts

Scripps, Discovery deal odds debated as reported talks boost media space

Shares of Scripps Networks (SNI) and Discovery Communications (DISCA) are on the rise following reports from both The Wall Street Journal and Reuters that the media companies are in talks to merge.

While research firm #Citi sees a deal as likely, Credit Suisse analyst Omar Sheikh believes the Journal’s initial report has “low credibility.”

MERGER TALKS

Yesterday, The Wall Street Journal said that Discovery Communications is in discussions to merge with Scripps Networks. A similar report from Reuters added that Viacom (VIAB) also had held talks to buy Scripps.

CREDIT SUISSE QUESTIONS DEAL CHANCES

Commenting on the news, Credit Suisse’s #Sheikh told investors that he believes the Journal’s report “looks vague,” and his initial view is that it has “low credibility.”

Combining the two portfolios of unscripted cable networks has some industrial logic, but previously reported discussions between the companies probably came to nothing because the price and structure of a transaction could not be agreed upon, the analyst contended, adding that he struggles to see what might have changed now. Sheikh reiterated an Underperform rating and a $24 price target on Discovery’s shares.

BULLISH ON DEAL

Citi analyst Jason #Bazinet, on the other hand, told investors that he views the reports as “credible” and finds it likely that Discovery and Scripps Networks reach an agreement. Furthermore, Bazinet argued that the pressures on the traditional cable network ecosystem are acute enough and valuations are low enough that he can see merits to this potential combination. Assuming a 20% premium is offered to Scripps, a deal would likely be about 10% accretive to Discovery, Bazinet noted, citing his M&A math.

Meanwhile, #JPMorgan analyst Alexia #Quadrani said she sees both a strategic and financial rationale for a merger between Scripps Networks and Discovery Communications, pointing out that a combined company would have greater leverage with domestic distributors and advertisers. Discovery could also help Scripps with its international rollout, #Quadrani contended, adding that there is potential for cost and tax synergies.

However, she believes that with no terms mentioned in any of the press reports on the deal talks, it is difficult to evaluate any potential transaction. Further, the analyst noted that the speculation “may end up just being chatter” coming out of last week’s media executive conference in Sun Valley. Nonetheless, Quadrani believes the press reports should have a “very positive influence” on media stocks, which she noted have been out of favor. The analyst expects to see particular outperformance from heavily shorted media names such as AMC Networks (AMCX).

PRICE ACTION

In Wednesday afternoon trading, shares of Scripps Networks have jumped almost 15% to $76.87, while Discovery Communications’ stock has gained 4% to $27.09 and AMC Networks is up 4% to $59.25.

Other media names, including 21st Century Fox (FOXA), Viacom and Disney (DIS), are also higher in afternoon trading.

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