Movers:: Bear Stearns, JP Morgan, Lehman Brothers, NYMEX, MF Global
JP Morgan Chase (JPM) agrees to acquire Bear Stearns (BSC) for $2.00 per share, or 0.05473 JPM share per BSC share. Effective immediately, JPM is guaranteeing the trading obligations of BSC and its subsidiaries and is providing management oversight for its operations. Other than shareholder approval, the closing is not subject to any material conditions. The deal is expected to close by end of the second quarter. The Federal Reserve, the Office of the Comptroller of the Currency and other federal agencies have given all necessary approvals.
Lehman Brothers (LEH) Dow Jones says DBS Group sent email to traders reversing earlier instructions not to enter new transactions with LEH, citing a person familiar with the matter. Separately, Moody's cuts LEH, JEF outlook to stable.
CME Group (CME) agrees to acquire Nymex Holdings (NMX) Terms: NMX holders to receive total consideration equal to 0.1323 shares of CME Class A common stock and $36.00 in cash for each share of NMX stock outstanding, or an aggregate of about 12.5 million shares of CME Class A common stock and cash of $3.4 billion.
MF Global Ltd. (MF) shares off their lows as the company issues statements. It says Bear Stearns investor Joe Lewis is not a client of MF; says it has no exposure to subprime mortgage-backed securities; it says it has additional, alternative sources to fund business if events change. Shares were plummeting earlier today on newswire reports that clients pulling money out. "In this environment, any question valid or not regarding a firm's liquidity is probably going to pressure the stock," says S&P's Cathy Seifert, head of Financial Services Sector equity research. S&P Equity Research does not carry a STARS recommendation on MF Global shares.
BMC Software (BMC) agrees to acquire BladeLogic (BLOG) in a deal valued at about $800 million. Terms: $28 per share in cash for each BLOG share held. S&P maintains hold.
Tempur-Pedic International (TPX) tumbles after it says it expects first quarter total sales will be in high single-digit percentage decrease compared to a year ago. Says first quarter sales to date in the U.S. have been significantly below the company's plan as a result of economic factors affecting consumer spending. Says it currently expects to amend financial guidance when it reports first quarter results in April, its previously announced financial guidance for fiscal year 2008 should no longer be relied upon.
Coventry Health Care (CVH) sees first quarter GAAP EPS of $0.81 on revenue of $3.0 billion, $4.39-$4.50 2008 on revenue of $11.99-$12.49 billion. It expects downward pressure for the rest of 2008 as Federal Reserve continues to reduce Fed Funds Rate. Expects net investment income will be $9 million lower ($0.04 per share) than previously expected with impact generally being realized evenly throughout each quarter of 2008. S&P maintains hold.
Cemex, S.A.B. (CX) falls after Credit Suisse downgrades to neutral from outperform. On Friday, the company forecast first quarter EBITDA of around $920 million, up 6% year-over-year, while operating income is seen at close to $420 million, 25% below year ago.
Conseco (CNO) preliminarily posts $0.39 fourth quarter loss (includes $0.12 of net realized investment losses, $0.37 of valuation allowance for deferred tax assets) on $87.3 million sales.
As previously announced, CNO consulting with SEC regarding its accounting policy for long-term care premium rate increases.
H&R Block (HRB) signs agreement to sell the mortgage loan servicing business of its Option One Mortgage Corp. unit to an entity sponsored by WL Ross & Co. LLC, a private equity firm. Based on Jan. 31 values, the formula purchase price would generate proceeds of about $1.1 billion.
Illinois Tool Works (ITW) lowers first quarter EPS guidance due to two special charges with an estimated after-tax effect of $0.22 per share; now forecasts first quarter EPS from continuing operations of $0.50-$0.56. Excluding these two special charges, the company's operating results for the first quarter are expected to be at the high end of its previous forecast of $0.72-$0.78.
PMI Group (PMI) posts $12.51 fourth quarter loss per share, vs. $1.19 EPS a year ago, as the company's equity in losses from FGIC, net loss in U.S. Mortgage Insurance Operations offset flat revenues. It cuts quarterly dividend by 77%, from $0.052 per share to $0.0125.
Weyerhaeuser (WY) announces sale of its Containerboard Packaging and Recycling business to International Paper (IP) for $6 billion in cash, subject to post closing adjustments. WY expects to use a substantial portion of the after-tax proceeds from the sale to pay down debt. Taking tax benefit into account, the net purchase price is about $4.6 billion.
Radian Group (RDN) says in a 10-K filing, which had been delayed pending completion of the company's fair value process relating to insured collateralized debt obligations in its financial guaranty business, it widens fourth quarter loss to $721 million, or $9.03 per share, from Feb. 15, 2008 reported fourth quarter loss of $618 million, or $7.74 per share.
Schulman (A.) (SHLM) says Special Committee of its Board of Directors has engaged UBS Investment Bank as its financial advisor to explore strategic alternatives to maximize stockholder value. Such alternatives could include, without limitation, a strategic acquisition, merger or sale of the SHLM.
Captaris (CAPA) says private equity firm Vector Capital has offered to acquire all outstanding shares of CAPA for $4.75 per share.
Ascent Solar Technologies (ASTI) files a registration statement with the SEC for the proposed offering of common stock. Proceeds from the offering are expected to be approximately $80 million before deducting underwriting discounts and commissions and estimated offering expenses.
Clear Channel Communications (CCU) announces that it completed the sale of its television assets to Newport Television LLC, a company set up by Providence Equity Partners to make the acquisition, for $1.1 billion. Providence Equity reported that the revised terms represents a 17% reduction to the original purchase price.