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Steinhoff $SNH Raises Bid to Acquire @Poundland in Revised £610M Deal

Steinhoff $SNH Raises Bid to Acquire @Poundland in Revised £610M Deal

its previous offer valued at £597 million, giving Steinhoff more than 900 shops in Britain, Ireland and Spain. Steinhoff already owns the high street brands Harveys Furniture, Bensons for Beds, Sleepmaster, Cargo, and Pep&Co in the UK. The offer price of 227 pence represents a premium of approximately 43.4% to Poundland’s closing price of 158.25 pence on June 13, 2016. The move comes only a few days after Steinhoff agreed to acquire Mattress Firm Holding Corp. (NASDAQ: MFRM), the largest US mattress retailer, for $2.4 billion. “The Poundland Directors, who have been so advised by J.P. Morgan Cazenove and Rothschild as to the financial terms of the Offer, consider the revised and final terms of the Offer to be fair and reasonable,” Steinhoff said in a statement, adding that “the Poundland Directors intend to recommend unanimously that Poundland Shareholders vote in favor” of the deal. “The Poundland Board is pleased to recommend SEAG’s increased all-cash offer which presents Poundland shareholders with an opportunity to realise their shareholding at an improved price and on an enhanced premium to Poundland’s undisturbed share price,” said Poundland chairman Darren Shapland. “By offering Poundland shareholders an improved cash offer we aim to bring certainty to the transaction,” commented Steinhoff CEO Markus Jooste. On July 14, Elliott Capital Advisors, the UK arm of US hedge fund activist investor Elliott Management, reported a 13.2% stake in Poundland, putting pressure on Steinhoff to increase its previous offer. Elliot’s stake is said to be controlled via contracts for difference (CFD). A CFD is an agreement between two parties – the investor and the CFD provider – to pay each other the change in the price of an underlying asset, in this case Poundland shares. “Analysts say that Elliott is engaging in ‘bumpitrage,’ where an activist investor wrestles control following a takeover offer in the hope of squeezing out better terms,” according to the Financial Times. Elliott Management has more than $27 billion of assets under management. Its flagship hedge fund Elliott Associates LP was founded in 1977 by billionaire Paul Singer. The firm has offices in New York, London, Hong Kong and Tokyo. Poundland conducted its IPO on the London Stock Exchange at 300 pence a share in March 2014. “Its shares have plunged in value over the past year due to poor trading, competition from discounters such as Aldi and Lidl and its £55 million takeover of 99p Stores, which was delayed by a competition inquiry,” said The Guardian. “During the six-month investigation by the regulator, 99p Stores lost its credit insurance, which meant the retailer was cut off by many suppliers, leaving it with empty shelves and resulting in the departure of 1,000 staff,” the British newspaper added. In 2011, Steinhoff acquired Conforama, Europe’s second largest retailer of home furnishings, with over 200 stores in France, Spain, Switzerland, Portugal, Luxembourg, Italy and Croatia. In 2015, South African low-end retail investment and holding company Pepkor became a member of the Steinhoff group. Steinhoff International is a South African-based integrated retailer that manufactures, sources and retails furniture, household goods and general merchandise in Europe, Australasia and Africa. Steinhoff was founded in 1964 by Bruno Steinhoff in Westerstede, Germany and moved its headquarters to South Africa in 1998. It went public on the Johannesburg Stock Exchange. In December 2015, Steinhoff moved its primary listing to the Frankfurt Stock Exchange and founded a new Dutch holding company based in Amsterdam, while its management remained in South Africa. Investec Bank plc is acting as financial adviser to Steinhoff. J.P. Morgan Cazenove is acting as joint financial adviser and corporate broker to Poundland. Rothschild is acting as joint financial adviser to Poundland. Shore Capital is acting as corporate broker to Poundland in this transaction. Linklaters LLP are providing legal advice to Steinhoff. Freshfields Bruckhaus Deringer LLP are providing legal advice to Poundland.]]>

@LifeLock $LOCK Hires Evercore to Seek Exit Under Elliott Hedge

@LifeLock $LOCK Hires Evercore to Seek Exit Under Elliott Hedge

LifeLock Inc. (NYSE: LOCK), an industry leader in identity theft protection is said to have engaged Evercore Partners Inc (NYSE: EVR) to defend itself against activist hedge fund Elliott Management Corp and explore strategic alternatives, including the possibility of a sale of the company. LifeLock’s stock jumped 6 percent, closing at $16.68 in intraday trading on Friday, after Reuters reported the story, bringing its market value to $1.66 billion. Elliott Management has more than $27 billion of assets under management. Its flagship hedge fund Elliott Associates LP was founded in 1977 by billionaire Paul Singer. The firm has offices in New York, London, Hong Kong and Tokyo, and has launched over 96 campaigns at 92 companies since 1994, according to Factset. Elliott has been actively amassing multiple significant company stakes lately, urging its long list of targets to seek lucrative exit strategies, including Citrix Systems Inc. (NASDAQ: CTXS), which two weeks ago agreed to merge its GoTo business with LogMeIn Inc. (NASDAQ: LOGM) in a stock deal valued at $1.8 billion; struggling British discount chain Poundland Group PLC (LSE: PLND), which South African retail conglomerate Steinhoff International Holdings NV (FWB/JSE: SNH) agreed to acquire for $800 million; cyber security firm Imperva (NYSE: IMPV), founded by a team of prominent Israeli high-tech entrepreneurs, which recently hired Frank Quattrone’s Qatalyst Partners to explore strategic alternatives under pressure from Elliott; Polycom (NASDAQ: PLCM), which private equity firm Siris Capital Group LLC  recently agreed to acquire in a deal valued at $2 billion; Canada’s Mitel Networks (NASDAQ: MITL; TSX: MNW) which had previously offered to acquire Polycom; and Symantec (NASDAQ: SYMC), which agreed to acquire Blue Coat, the #1 market share leader in web security, for $4.65 billion. Elliot had also bought a large stake in Qlik Technologies (NASDAQ: QLIK)(QLIK), a visual analytics company, which private equity firm Thoma Bravo LLC agreed to acquire for $3 billion in early June. LifeLock provides proactive identity theft protection services for consumers and consumer risk management services for enterprises. The company’s ecosystem combines data repositories of personally identifiable information and consumer transactions, predictive analytics and a technology platform. It applies predictive analytics to the data in its repositories to provide its members and enterprise customers’ actionable intelligence that helps protect against identity theft and identity fraud. LifeLock offers its consumer services on a monthly or annual subscription basis. It provides consumer risk management services, including delivering its on-demand identity risk, identity-authentication and credit information about consumers to its enterprise customers in the daily transaction flows. In February 2008, credit bureau Experian sued LifeLock for fraud and false advertising. Experian alleged that LifeLock placed false fraud alerts on behalf of its clients, thus keeping LifeLock clients’ files in a constant state of alert. As part of a 2009 settlement, LifeLock set up a new proprietary service that does not rely on setting fraud alerts. In December 2008 LifeLock entered into an agreement with TransUnion, one of the three main credit bureaus, to automate the process of alerting customers of potential unauthorized access via their credit reports. In March 2010, LifeLock was fined $12 million by the Federal Trade Commission (FTC) for deceptive advertising. The FTC called their prior marketing claims misleading to consumers by claiming to be a 100% guarantee against all forms of identity theft. FTC Chairman Jon Leibowitz, referring to a LifeLock TV ad showing a truck, said that “the protection they provided left such a large hole … that you could drive that truck through it.” In 2015, the FTC found LifeLock to be in contempt of the 2010 agreement, and was ordered to pay $100 million to settle the charges for failing to protect consumer information and deceptive advertising, the largest monetary award obtained by the Commission for an enforcement action. LifeLock was co-founded in 2005 with $2 million in seed funding by Todd Davis and Robert J. Maynard, who left the company in 2007 amid controversy. In 2006 the company raised a $5 million Series A round led by Bessemer Ventures. In 2007, LifeLock raised $6.85 million in a Series B round led by Kleiner Perkins Caufield & Byers. In 2008, it raised $25 million in a Series C round led by Goldman Sachs, followed by a $40 million Series D round led by Symantec Corp. in August 2009. In March 2012, LifeLock raised $100 million in a private equity funding round from River Street Management, with participation from its previous investors, to fund its acquisition of ID Analytics, an identity theft risk prediction technology. The company’s total pre-IPO funding amounted to approximately $180 million. In October 2012, LifeLock conducted an IPO priced at $9.00 per share, raising about $140 million. In December 2013, LifeLock acquired for $42.6 million Lemon Wallet, a digital wallet platform which stores payment, loyalty, and identification cards on members’ smartphones. Photo: Paul Singer, Founder of Elliott Management Corp. (Reuters/Steve Marcus)]]>

@Yahoo Sells Core Business to @Verizon for $4.8B Yielding to Starboard's Jeff Smith

@Yahoo Sells Core Business to @Verizon for $4.8B Yielding to Starboard's Jeff Smith

Yahoo brand, for $4.83 billion in cash. Yahoo’s key assets include market-leading premium content brands in major categories including finance, news and sports, as well as a leading email service with approximately 225 million monthly users. Additional Yahoo technology assets in the advertising space include Brightroll, a programmatic demand-side platform; Flurry, an independent mobile apps analytics service; and Gemini, a native and search advertising solution. The transaction will create a new rival in mobile media technology reaching over 1 billion users, the companies said in a joint statement. “The acquisition of Yahoo will put Verizon in a highly competitive position as a top global mobile media company, and help accelerate our revenue stream in digital advertising,” said Verizon chairman and CEO Lowell McAdam. Verizon, which generated nearly $132 billion in 2015 revenues, and had a market capitalization of $228.68 billion as of July 22, will combine Yahoo with AOL, which it acquired last year for $4.4 billion, allowing it to compete more effectively with Google and Facebook. “Combining Verizon, AOL and Yahoo will create a new powerful competitive rival in mobile media, and an open, scaled alternative offering for advertisers and publishers,” said AOL CEO Tim Armstrong. The deal is subject to customary closing conditions, approval by Yahoo’s shareholders, and regulatory approvals, and is expected to close in Q1 of 2017. “The sale of our operating business, which effectively separates our Asian asset equity stakes, is an important step in our plan to unlock shareholder value for Yahoo,” said Yahoo CEO Marissa Meyer. The sale does not include Yahoo’s cash, its shares in Alibaba Group Holdings, its shares in Yahoo Japan, Yahoo’s convertible notes, certain minority investments, and Yahoo’s non-core patents (called the Excalibur portfolio). These assets will continue to be held by Yahoo, which will change its name at closing and become a registered, publicly traded investment company. Yahoo’s shares closed at $39.38 on July 22, giving the company a total market value of $37.37 billion. The erstwhile web pioneer’s market capitalization had peaked at about $125 billion in 2000, and fell in value ever since. LionTree Advisors LLC, Allen & Company LLC, Bank of America Merrill Lynch and Guggenheim Securities LLC are acting as financial advisors to Verizon. Wachtell, Lipton, Rosen & Katz, Gibson, Dunn & Crutcher LLP, Covington & Burling LLP and Winston & Strawn LLP are acting as legal advisors to Verizon. Goldman, Sachs & Co., J.P. Morgan Securities LLC and PJT Partners are acting as financial advisors to the Yahoo Board and its Strategic Review Committee. Skadden, Arps, Slate, Meagher & Flom LLP, Wilson Sonsini Goodrich & Rosati and Weil Gotshal & Manges LLP are acting as legal advisors to Yahoo. Cravath, Swaine & Moore LLP is independent legal advisor to Yahoo’s Strategic Review Committee. The deal finally came to fruition largely as a result of unrelenting pressure exerted by activist investor Starboard Value LP’s CEO Jeff Smith, whom Fortune once called, “the most feared man in corporate America these days.” Starboard started waging war against Yahoo, arguing that the company’s management and board “have repeatedly failed shareholders,” essentially forcing Yahoo to sell its core business.

In April 2016, Yahoo Finance itself reported that, “Yahoo’s new agreement with Starboard Value and its pugnacious CEO Jeff Smith is a peace treaty of sorts—and a step toward a sunnier sale of its core business.”
“The company, which owns Yahoo Finance, will add four of Starboard’s picks to its board of directors, it announced on Wednesday. The new boardmembers are Tor Braham, a former Deutsche Bank exec, Eddy Hartenstein, who has worked at tech companies like Sirius XM and Broadcom and media companies like Tribune Company and Los Angeles Times Media, Richard Hill, of Tessera Technologies, and Starboard CEO Jeff Smith himself. Two existing Yahoo boardmembers, former Walmart CEO Lee Scott and former Ernst & Young exec Sue James, will not run for reelection. Four of Yahoo’s eleven directors will now be Starboard appointments,” further commented Yahoo Finance in April. Starboard Value LP is a New York-based investment adviser and activist hedge fund with a focused and fundamental approach to investing in publicly traded U.S. companies. Starboard invests in what it refers to as “deeply undervalued companies and actively engages with management teams and boards of directors to identify and execute on opportunities to unlock value for the benefit of all shareholders.” As of March 31, 2016, Starboard Value held 22 institutional investment positions with a total market value of $2.58 billion, according to its SEC 13-F filings, the largest of which was its stake in Yahoo Inc., consisting of roughly 12.3 million YHOO shares valued at $484 million. According to FactSet, through March 31, 2016 Starboard has waged 46 campaigns and gained a total of 66 board seats since its inception in 2011. Jeffrey Smith is the co-founder, chief executive and chief investment officer of Starboard, which was spun off in 2011 from hedge fund Ramius LLC, a subsidiary of the Cowen Group Inc. (NASDAQ: COWN) — whose chairman Peter A. Cohen, was the former vice chairman of Republic New York Corp. and former chairman and CEO of Shearson Lehman Brothers. Smith previously served as vice president and board member of his father’s company, the Fresh Juice Company, until it was reportedly sold for $20 million in 1998. He began his career in the M&A department at Société Générale, after graduating from the Wharton School of Business with a BS in Economics. Smith currently serves on the board of Yahoo! Inc., and is the chairman of Advance Auto Parts Inc. He was formerly chairman of Darden Restaurants Inc. and Phoenix Technologies Ltd., and formerly served on the boards of Quantum Corp., Office Depot Inc., Regis Corp., Surmodics Inc., Zoran Corp., Actel Corp., Kensey Nash Corp., and S1 Corp. Photo: Jeffrey Smith, Co-Founder, CEO & CIO of Starboard Value LP.]]>

Steinhoff $SNH Raises Bid to Acquire @Poundland in Revised £610M Deal

Steinhoff $SNH to Acquire @Poundland in £597 Deal, Elliott Shows 13% $PLND Stake

Reuters said. The offer price of 222 pence represents a premium of approximately 40.3% to Poundland’s closing price of 158.25 pence on June 13, 2016. On July 14, Elliott Capital Advisors, the UK arm of US hedge fund activist investor Elliott Management, reported a 13.2% stake in Poundland, suggesting that Steinhoff may be facing pressure to increase its £597 million offer. Elliot’s stake is said to be controlled via contracts for difference (CFD). A CFD is an agreement between two parties – the investor and the CFD provider – to pay each other the change in the price of an underlying asset, in this case Poundland shares. Elliott Management has more than $27 billion of assets under management. Its flagship hedge fund Elliott Associates LP was founded in 1977 by billionaire Paul Singer. The firm has offices in New York, London, Hong Kong and Tokyo. Elliott has been actively amassing multiple significant company stakes urging its targets to seek lucrative exit strategies, including cyber security firm Imperva (NYSE: IMPV), founded in 2002 by a team of prominent Israeli high-tech entrepreneurs; Polycom (NASDAQ: PLCM), which private equity firm Siris Capital Group LLC  agreed to acquire last week in a deal valued at $2 billion; Canada’s Mitel Networks (NASDAQ: MITL; TSX: MNW) which had previously offered to acquire Polycom; and Symantec (NASDAQ: SYMC), which agreed to acquire Blue Coat for $4.65 billion last month. Elliot had also bought a large stake in Qlik Technologies (NASDAQ: QLIK)(QLIK), a visual analytics company, which private equity firm Thoma Bravo LLC agreed to acquire for $3 billion in early June. Poundland conducted its IPO on the London Stock Exchange at 300 pence a share in March 2014. “Its shares have plunged in value over the past year due to poor trading, competition from discounters such as Aldi and Lidl and its £55 million takeover of 99p Stores, which was delayed by a competition inquiry,” said The Guardian. “During the six-month investigation by the regulator, 99p Stores lost its credit insurance, which meant the retailer was cut off by many suppliers, leaving it with empty shelves and resulting in the departure of 1,000 staff,” the British newspaper added. In 2011, Steinhoff acquired Conforama, Europe’s second largest retailer of home furnishings, with over 200 stores in France, Spain, Switzerland, Portugal, Luxembourg, Italy and Croatia. In 2015, South African low-end retail investment and holding company Pepkor became a member of the Steinhoff group. Steinhoff International is a South African-based integrated retailer that manufactures, sources and retails furniture, household goods and general merchandise in Europe, Australasia and Africa. Steinhoff was founded in 1964 by Bruno Steinhoff in Westerstede, Germany and moved its headquarters to South Africa in 1998. It went public on the Johannesburg Stock Exchange. In December 2015, Steinhoff moved its primary listing to the Frankfurt Stock Exchange and founded a new Dutch holding company based in Amsterdam, while its management remained in South Africa.]]>