News Corp seeks to reel in BSkyB

June 17, 2010 By Leave a Comment

(Reuters) – Rupert Murdoch’s News Corp (NWSA.O) is proposing to pay $12 billion to take full control of British satellite broadcaster BSkyB (BSY.L) as it seeks to generate steadier earnings and make better use of its cash pile.

Deals | Inflows Outflows

But BSkyB, founded more than 20 years ago by Murdoch and still chaired by his son James, demanded a higher offer on Tuesday for the 61 percent of BSkyB that News Corp does not already own.

News Corp proposed to pay 700 pence per share for BSkyB, which dominates Britain’s pay-TV market thanks mainly to top sports offerings — representing a 17 percent premium to Monday’s closing price.

BSkyB’s independent directors unanimously rejected the bid as too low. They said they would be prepared to support an offer of above 800 pence per share.

Shares in BSkyB leapt as much as 22 percent, their biggest single-day jump for a decade, and were later up 17.15 percent at 703.5 pence on expectations a deal is likely. News Corp shares were up 7.24 percent at $14.07 on the Nasdaq at midday.

At 700 pence, News Corp — which has $8.2 billion in cash and equivalents — would be paying $11.6 billion for the 61 percent of BSkyB it does not already own.

News Corp President Chase Carey and Chief Financial Officer David DeVoe told analysts on a conference call that the company is focused on funding a deal with cash and debt. If News Corp and BSkyB are unable to reach a satisfactory agreement, News Corp executives indicated they had other options, but declined to say if that could include a future offer involving equity.

Until a potential deal is approved by regulators, however, neither side plans to negotiate further on price, according to sources close to the talks. Approval could take up to a year.

Last month, Murdoch told investors during an earnings call that the company’s balance sheet was inefficient and he was looking at uses for its cash, including dividends, buybacks and debt repayments as well as investments in the business. News Corp executives said on Tuesday that a stock buyback would be unlikely before the BSkyB deal is settled.

David Joyce, an analyst with Miller Tabak & Co, said investors had reacted warmly to the potential deal because it would give News Corp more recurring monthly revenue through subscriptions, reducing its exposure to advertising.

“Investors have really tended to like the media companies that have much more visibility,” he said.

Indeed, James Murdoch, who runs News Corp’s European and Asian operations, has made clear that pay-TV in Western Europe is a top priority.

News Corp — which includes the Fox television network, movie company 20th Century Fox and the Wall Street Journal — also owns 45 percent of German pay-TV broadcaster Sky Deutschland (SKYDn.DE), whose shares rose 9.6 percent.

BSkyB’s premium sports offerings include Premier League soccer, the Ashes Test cricket series and the Tri Nations rugby championship. It will become the first TV company in Britain to broadcast in 3D later this year, after pioneering HDTV.

The recent slide of Britain’s pound sterling, combined with the ending of significant investments by BSkyB in broadband and high-definition technology, make this an opportune time for News Corp to make its move, analysts argue.

London brokerage Numis said it expected a deal at between 700 and 800 pence, and raised its target price to 800 pence.

“News Corp is in robust financial health while the BSkyB valuation does not fully reflect its medium-term growth potential. Combined with the current weakness of sterling, we can certainly see the attractions of a bid,” its analysts wrote.

DISCIPLINED APPROACH

News Corp said outright ownership would make the value of its decades-old investment more transparent to its shareholders and increase its geographical diversification.

The company said its offer valued BSkyB at 11.8 times 2010 earnings before interest, tax, depreciation and amortization (EBITDA) — significantly more than the average multiple of seven for European pay-TV firms and six for U.S. counterparts.

Ratings agency Standard & Poor’s said the proposed deal would not change its BBB+ rating and stable outlook for News Corp.

News Corp’s ownership of The Times of London, Sunday Times, and The Sun could present regulatory obstacles to buying all of BSkyB, despite a new right-leaning UK government that is expected to be more sympathetic to BSkyB. News Corp executives said on the call they did not think the potential deal would necessitate the sale of its other U.K. media properties.

BSkyB said it would work with News Corp to seek clearances from the relevant authorities.

News Corp and BSkyB left the door open for friendly talks that could run until February 2012, and said any deal would have to be approved by shareholders of 70 percent of BSkyB’s stock.

Under the terms of the negotiations, News Corp agreed not to trigger a hostile approach by buying additional shares in BSkyB until two months after a deal receives regulatory clearance or after the end of 2011.

Should it want to break the terms, it would have to pay a fee of 38.5 million pounds.

BSKyB is being advised by Morgan Stanley and UBS. News Corp is being advised by Deutsche Bank and J.P. Morgan Cazenove.

(Additional reporting by Jennifer Saba in New York. Editing by Paul Hoskins, Louise Heavens and Matthew Lewis)

Filed Under: International News Tagged With: , , , , , , , , , , , , , , , , , , ,

Research and Markets: How to Start and Grow a Successful Hedge Fund in Europe, 4th Edition

June 5, 2010 By Leave a Comment

DUBLIN–(Business Wire)–
Research and Markets
(http://www.researchandmarkets.com/research/13a941/how_to_start_and_g) has
announced the addition of the “How to Start and Grow a Successful Hedge Fund in
Europe, 4th Edition” report to their offering.

As the global market for hedge funds continues to evolve, Europe remains a key
market for both the establishment and selling of hedge funds. This fourth
edition written and sponsored by experienced practitioners from Credit Suisse
and Dechert LLP, contains critical information on all aspects of establishing
and operating a hedge fund. The editorial content will be broadened to include
information that will help already established hedge funds grow. The book will
be prefaced by an overview of the hedge fund industry in Europe.

Key Topics Covered:

Chapter One: London, the Financial Services and Markets Act 2000 and the Need
for Authorisation Peter Astleford, Dick Frase and Richard Heffner, Dechert LLP.

Chapter Two: Key Considerations in Structuring a Hedge Fund Peter Astleford and
Mark Stapleton, Dechert LLP

Chapter Three: Key Considerations in Selling Hedge Funds to European Investors
Dechert LLP.

Chapter Four: Key Considerations in Selling Hedge Funds to US Investors Dechert
LLP.

Chapter Five: Institutions Dechert LLP

Chapter Six: Key Considerations in Choosing a Prime Broker Credit Suisse Prime
Services Coverage Team, Credit Suisse.

Chapter Seven: How to Start a Successful Hedge Fund in Europe in 2009 Advanced
Prime Services Team, Credit Suisse

Chapter Eight: Hedge Fund Outsourcing Advanced Prime Services Team, Credit
Suisse.

Chapter Nine: Anchor Investment: a Key Determinant of a Successful Hedge Fund
Launch Capital Services Team, Credit Suisse.

Chapter Ten: Fund Administration Marshall Saffer, Viteos Fund Services

Chapter Eleven: The Role of Independent Directors Geoff Ruddick, International
Management Services Inc.

For more information visit

http://www.researchandmarkets.com/research/13a941/how_to_start_and_g

Research and Markets
Laura Wood, Senior Manager
U.S. Fax: 646-607-1907
Fax (outside U.S.): +353-1-481-1716
press@researchandmarkets.com

Copyright Business Wire 2010

Filed Under: International News Tagged With: , , , , , , , , , , , , , , , , , , ,

Former IBM Chief eCommerce Strategist and Former Chief Executive Officer of iLIANT Corporation Join CyberDefender Board of Directors

June 5, 2010 By Leave a Comment

Patterson Brings 15 Years’ Experience Building Internet and Security Related
Businesses

Salas Brings 20 Years of Experience in Executive Management and Investment
Finance Positions

LOS ANGELES–(Business Wire)–
CyberDefender Corporation (OTCBB: CYDE), an award-winning provider of PC
security, Antispyware/Antivirus Software, PC Optimization, PC Support, and
Identity Theft Prevention solutions, today announced the appointment of two new
directors to its board, to complete the NASDAQ`s requirement for four
independent directors. Tom Patterson, former Chief Strategist for IBM and
Ricardo Salas, former Chief Executive Officer for iLIANT Corporation have been
appointed to the board, effective immediately.

“We are pleased that Tom and Ricardo have joined our board of directors to
complete our independent board,” said Gary Guseinov, CyberDefender CEO. “Tom`s
extensive knowledge of the cyber security industry will serve us well as we work
to enhance and expand our suite of products. We look forward to leveraging his
experience to help us navigate through the large and growing market opportunity
that exists in the cyber security industry,” Guseinov continued. “Ricardo`s deep
knowledge of the investment industry, in addition to his 15 years of experience
as a senior executive and public company board member will be invaluable as we
work to take CyberDefender to its next level of growth.”

Tom Patterson, age 50, is a security industry veteran, having worked as IBM`s
chief strategist for eCommerce from 1996 to 1997, a partner with KPMG from 1999
to 2002, and an international security partner at Deloitte from 2002 to 2004. He
is also a successful technology entrepreneur, first heading security at MCC,
America`s largest technology R&D consortium which created the first secure web
browsers, from 1993 to 1995, then founding an Internet company, Command
Information, Inc, in 2005 that grew to over $50 million in revenue in under two
years (now controlled by the Carlyle Group), and is the author of Mapping
Security, the corporate security sourcebook for today’s global economy
(Addison-Wesley). Tom currently serves as a Chief Security Officer in the
financial sector assisting clients in the growth and security of their
organizations. Previously, Tom has served as a board member of two public
companies (US Search and Globalink), is a frequent speaker and media expert on
security events, and has advised Congress, the FBI, NCIX, and other branches of
the Federal Government in the area of critical infrastructure protection. Mr.
Patterson received his B.S. from the University of Maryland.

Ricardo Salas, age 46, has served in various senior executive capacities and as
a director for Liquidmetal Technologies, including the role of President and
Chief Executive Officer between December 2005 and October 2006. From January
2000 through June 2005, Mr. Salas served as Chief Executive Officer of iLIANT
Corporation, an information technology and outsourcing service firm in the
health care industry, and he continues to serve as Director of MED3000 Group,
inc. following its acquisition of iLIANT Corporation in May of 2006. Mr. Salas
was a founder of Medical Manager Corporation and served as a Vice President
between June 1999 and January 2000. In April 1994, he founded National Medical
Systems, Inc. and served as its Vice President through its merger into Medical
Manager Corporation at the time of its initial public offering in February 1997.
From 1987 through 2004, he was Vice President of J. Holdsworth Capital Ltd., a
private investment firm. As an officer of J. Holdsworth Capital Ltd., Mr. Salas
held positions in various investments. Mr. Salas received his B.A. in Economics
in 1986 from Harvard University in Cambridge, Massachusetts.

ABOUT CYBERDEFENDER

Based in Los Angeles, California, CyberDefender Corporation (CYDE) is a provider
of Internet security technology for the consumer market. With more than 6.5
million active users of its proprietary patent pending Collaborative Internet
Security Network (or the earlyNETWORK), CyberDefender is an industry leader.
CyberDefender`s earlyNETWORK is designed to address the “zero hour gap,” which
effectively reduces the risks associated with new and emerging Internet threats.
By utilizing a proprietary secure peer-to-peer network, CyberDefender delivers
protection to the end user faster than the traditional client-server or cloud
methods. CyberDefender develops and markets PC desktop security utilities in the
following categories: antispyware, antivirus, and PC optimization. In addition,
CyberDefender offers the following services: identity protection and remote PC
repair and optimization services. CyberDefender products are fully compatible
with Microsoft’s XP, Vista, and 7 Operating systems and are available at
http://www.cyberdefender.com. IR Site: www.cyberdefendercorp.com

FORWARD LOOKING STATEMENTS

Statements in this press release that are not statements of historical or
current fact, such as CyberDefender’s expectation of future revenue growth and
profitability, constitute “forward-looking statements.” Such forward-looking
statements involve known and unknown risks, uncertainties and other unknown
factors that could cause CyberDefender’s actual results to be materially
different from the historical results or from any future results expressed or
implied by such forward-looking statements. Factors that could cause
CyberDefender’s results to be materially different from the forward-looking
statements include whether CyberDefender will be able to find financing when and
as it needs it and whether CyberDefender’s revenues will eventually exceed its
expenses. The forward-looking statements contained herein are also subject
generally to other risks and uncertainties that are described from time to time
in CyberDefender’s reports and registration statements filed with the Securities
and Exchange Commission, which are available for review at http://www.sec.gov/.

Public Relations:
The Bohle Company
Luis Levy
310-785-0515 ext. 204
luis@bohle.com
www.bohle.com
or
Investor Relations:
Caye Partners
Marie Dagresto
310-571-8205
cyde@cayepartners.com
www.cayepartners.com

Copyright Business Wire 2010

Filed Under: International News Tagged With: , , , , , , , , , , , , , , , , , , ,

The Cheesecake Factory Holds Annual Meeting of Stockholders

June 5, 2010 By Leave a Comment

CALABASAS HILLS, Calif.–(Business Wire)–
The Cheesecake Factory Incorporated (NASDAQ:CAKE) today announced the results of
its Annual Meeting of Stockholders, which was held on June 2, 2010.

Stockholders voted to reelect independent directors Allen J. Bernstein and
Thomas L. Gregory to the Company`s Board of Directors. Each director elected
will serve a term that expires at the Company`s 2011 Annual Meeting of
Stockholders. In 2011, all directors will stand for election to one-year terms
as a result of the elimination of the Company`s classified board structure,
which stockholders approved at the 2008 Annual Meeting of Stockholders.

Stockholders also approved the Company`s 2010 Stock Incentive Plan and 2010
Amended and Restated Annual Performance Incentive Plan. In addition,
stockholders ratified the selection of PricewaterhouseCoopers LLP to serve as
the Company`s independent registered public accounting firm for fiscal 2010,
which ends on December 28, 2010.

About The Cheesecake Factory Incorporated

The Cheesecake Factory Incorporated created the upscale casual dining segment in
1978 with the introduction of its namesake concept. The Company operates 162
full-service, casual dining restaurants throughout the U.S., including 148
restaurants under The Cheesecake Factory mark; 13 restaurants under the Grand
Lux Cafe mark; and one restaurant under the RockSugar Pan Asian Kitchen mark.
The Company also operates two bakery production facilities in Calabasas Hills,
CA and Rocky Mount, NC that produce over 70 varieties of quality cheesecakes and
other baked products. For more information, please visit
www.thecheesecakefactory.com.

The Cheesecake Factory Incorporated
Jill Peters, 818-871-8342
jpeters@thecheesecakefactory.com

Copyright Business Wire 2010

Filed Under: International News Tagged With: , , , , , , , , , , , , , , , , , , ,

Former Executives from Symantec and NutriSystem Join CyberDefender Board of Directors

June 4, 2010 By Leave a Comment

Bain Brings Three Decades of Senior Level Financial Executive Experience in the
Technology Sector

Connerty Brings 25 Years of Experience in Direct Marketing for High Growth
Consumer Products
LOS ANGELES–(Business Wire)–
CyberDefender Corporation (OTCBB: CYDE), an award-winning provider of PC
security, Antispyware/Antivirus Software, PC Optimization, PC Support, and
Identity Theft Prevention solutions, today announced the appointment of two new
independent directors to its board. Howard Bain III, the former CFO of Symantec
(NASDAQ: SYMC) and Portal Software (subsequently acquired by Oracle), and Tom
Connerty, former Chief Marketing Officer of NutriSystem (NASDAQ: NTRI), have
joined the board of directors, effective immediately.

“We are fortunate to add Tom and Howard to our board of directors, as each have
stellar track records of creating value for shareholders and building businesses
that are at the forefront of their industries,” said Gary Guseinov,
CyberDefender CEO. “Howard`s experience at Symantec will be very valuable to us
as we work to extend our market share in the cyber security market. We look
forward to working with Howard and gaining his insight and perspective. We`re
honored to have Tom on the CyberDefender team and are confident his vast direct
marketing expertise will be instrumental in helping the company further
capitalize on our growing market opportunities including our upcoming
international expansion and new product offerings for small businesses,”
Guseinov concluded.

Howard Bain III, age 64, has served as chief financial officer or senior
financial executive of five public high technology companies during more than
three decades in Silicon Valley. Most recently, he was CFO of Portal Software, a
developer of customer revenue management software for communications and content
service providers. Prior to joining Portal, Mr. Bain held CFO positions at
Vicinity Corporation, Informix, and Symantec Corporation. He has also held
senior financial and accounting management positions with Fairchild Camera &
Instrument Corporation and as a consultant with Arthur Andersen LLP, where he
was a certified public accountant. He currently serves on the Board of Directors
of Nanometrics, Inc., Learning Tree International, Force 10 Networks and PGP
Corporation. He holds a B.S. in Business from California Polytechnic University.

Connerty, age 47, formerly held the position of executive vice president of
program development and chief marketing officer of NutriSystem. Connerty joined
NutriSystem in November 2004 and was instrumental in successfully creating and
implementing an innovative direct marketing program, which contributed to
NutriSystem’s rapid growth. In three short years, NutriSystem`s annual revenues
jumped from $38 million to over $775 million. During his tenure, NutriSystem was
named by Forbes, Business Week and Fortune as one of the fastest growing
companies in America. Prior to his positions at NutriSystem, he was with the
Nautilus Group where he was Vice President of Direct Marketing and instrumental
in building the Bowflex division into a leader in the home fitness market,
growing revenues from $160 million to over $500 million in just four years.
Prior to Nautilus, he served as the Vice President of Broadcast for the Home
Shopping Network where he managed advertising, programming and operations for
two of the company’s shopping channels that generated more than $1 billion in
annual sales. Over the span of his career he has worked on thousands of direct
marketing campaigns and over a thousand commercials and infomercials.

Connerty earned a Masters in Business Administration in marketing from the
Robert H. Smith School of Business at the University of Maryland and his BA from
the Catholic University of America.

ABOUT CYBERDEFENDER

Based in Los Angeles, California, CyberDefender Corporation (CYDE) is a provider
of Internet security technology for the consumer market. With more than 6.5
million active users of its proprietary patent pending Collaborative Internet
Security Network (or the earlyNETWORK), CyberDefender is an industry leader.
CyberDefender`s earlyNETWORK is designed to address the “zero hour gap,” which
effectively reduces the risks associated with new and emerging Internet threats.
By utilizing a proprietary secure peer-to-peer network, CyberDefender delivers
protection to the end user faster than the traditional client-server or cloud
methods. CyberDefender develops and markets PC desktop security utilities in the
following categories: antispyware, antivirus, and PC optimization. In addition,
CyberDefender offers the following services: identity protection and remote PC
repair and optimization services. CyberDefender products are fully compatible
with Microsoft’s XP, Vista, and 7 Operating systems and are available at

http://www.cyberdefender.com.

FORWARD-LOOKING STATEMENTS

Statements in this press release that are not statements of historical or
current fact, such as CyberDefender’s expectation of future revenue growth and
profitability, constitute “forward-looking statements.” Such forward-looking
statements involve known and unknown risks, uncertainties and other unknown
factors that could cause CyberDefender’s actual results to be materially
different from the historical results or from any future results expressed or
implied by such forward-looking statements. Factors that could cause
CyberDefender’s results to be materially different from the forward-looking
statements include whether CyberDefender will be able to find financing when and
as it needs it and whether CyberDefender’s revenues will eventually exceed its
expenses. The forward-looking statements contained herein are also subject
generally to other risks and uncertainties that are described from time to time
in CyberDefender’s reports and registration statements filed with the Securities
and Exchange Commission, which are available for review at http://www.sec.gov/.

Public Relations:
The Bohle Company
Luis Levy, (310) 785-0515, ext. 204
Luis@bohle.com
or
Investor Relations:
Caye Partners
Marie Dagresto, (310) 571-8205
cyde@cayepartners.com
IR Site: www.cyberdefendercorp.com

Copyright Business Wire 2010

Filed Under: International News Tagged With: , , , , , , , , , , , , , , , , , , ,

Mediacom Communications Announces Receipt of Going Private Proposal at $6.00 Per Share

June 2, 2010 By Leave a Comment

MIDDLETOWN, N.Y.–(Business Wire)–
MEDIACOM COMMUNICATIONS CORPORATION (Nasdaq: MCCC) (“Mediacom” or the “Company”)
announced today that its Board of Directors received a non-binding proposal from
Mediacom`s founder, Chairman and Chief Executive Officer, Rocco B. Commisso, for
a going private transaction. The proposal contemplates the acquisition of all of
the Class A and Class B shares of Mediacom common stock not already beneficially
owned by Mr. Commisso at a price of $6.00 per share in cash. The proposed
transaction will not result in a change of control with respect to the Company`s
existing debt arrangements.

The Board of Directors appointed independent directors Thomas V. Reifenheiser
and Natale S. Ricciardi to a special committee (the “Special Committee”)
empowered to, among other things, consider the proposal. The special committee
will retain independent financial advisors and legal counsel to assist in its
work. The Board of Directors cautions the Company`s stockholders and others
considering trading in its securities that the Board of Directors and the
Special Committee have just received the proposal and no decisions have been
made by the Board of Directors or the Special Committee with respect to the
Company`s response to the proposal. There can be no assurance that any
definitive offer will be made or accepted, that any agreement will be executed
or that any transaction will be consummated.

Mediacom expects this proposal to have no impact on day-to-day business
operations. The Company does not intend to comment further at this time.

Interested parties are urged to read relevant documents, when and if filed by
Mediacom Communications with the Securities and Exchange Commission because they
will contain important information. Free copies of such relevant documents may
be obtained at the SEC`s website: www.sec.gov.

The full text of the non-binding proposal letter from Mr. Commisso follows:

May 31, 2010

Board of Directors
Mediacom Communications Corporation
100 Crystal Run Road
Middletown, NY 10941

Members of the Board:

I am pleased to propose to acquire by merger, for a purchase price of $6.00 per share in cash, all of the outstanding shares of Class A common stock and Class B common
stock of Mediacom Communications Corporation (the “Company”) that I do not already beneficially own. I expect to finance the transaction through borrowings under the
Company`s existing credit facilities.

I believe that this proposal offers compelling value and is in the best interests of the Company and all of its public shareholders. As you are aware, I beneficially own
approximately 40% of the Company`s common stock representing about 87% of the voting power. Although the proposed transaction does not involve a change of control, this
offer reflects a 13% premium over the closing price of the Company`s Class A shares on Friday, May 28, 2010, and a premium of 16% over the six-month average closing
price. The offer also represents an increase of 34% over the closing price of the Class A common stock on December 31, 2009.

You should know that following the transaction, I plan to continue in my current roles and, together with our management team, intend on leading our Company and its
valuable employee base well into the future.

I anticipate that you will form a special committee of independent directors (the “Special Committee”) to respond to my proposal on behalf of the Company`s public
shareholders. I also encourage the Special Committee to retain its own legal and financial advisors to assist in its review. In considering my proposal, you should be
aware that I am interested only in pursuing the proposed transaction and that I am not interested in selling my stake in the Company or considering any strategic
transaction involving the Company.

I am prepared to move very quickly to negotiate a transaction with the Special Committee and its advisors, and believe that my familiarity with the Company and its
operations will allow us to finalize definitive documentation on an accelerated basis. Of course, neither the Company nor I will have any legal obligation with respect to
the proposal or any transaction unless and until a definitive merger agreement satisfactory to me and recommended by the Special Committee and approved by the Board of
Directors is executed and delivered.

I look forward to discussing this proposal further with the Special Committee and its legal and financial advisors in the very near future.

Sincerely,

Rocco B. Commisso

About Mediacom Communications Corporation

Mediacom Communications is the nation`s seventh largest cable television company
and one of the leading cable operators focused on serving the smaller cities in
the United States, with a significant concentration in the Midwestern and
Southeastern regions. Mediacom Communications offers a wide array of broadband
products and services, including traditional and advanced video services such as
digital television, video-on-demand, digital video recorders, high-definition
television, as well as high-speed Internet access and phone service. For more
information about Mediacom Communications, please visit www.mediacomcc.com.

Investor Relations
Calvin G. Craib, (845) 695-2675
Senior Vice President
Corporate Finance
or
Media Relations
Thomas J. Larsen, (845) 695-2754
Vice President
Legal and Public Affairs

Copyright Business Wire 2010

Filed Under: International News Tagged With: , , , , , , , , , , , , , , , , , , ,

Gloucester says continues to back Macarthur deal

April 12, 2010 By Leave a Comment

SYDNEY, April 12 (Reuters) – Australian miner Gloucester Coal’s (GCL.AX) independent directors remain unanimously in support of a takeover offer from Macarthur Coal (MCC.AX), despite a bid battle erupting for Macarthur, Gloucester said on Monday.

Stocks | Mergers & Acquisitions

Last week, Macarthur rejected an all-share offer worth $3.4 billion from local rival New Hope Corp (NHC.AX) and a $3.3 billion cash offer from U.S. coal miner Peabody Energy (BTU.N), saying it was still in favour of its Gloucester deal.

Gloucester noted in Monday’s statement that New Hope’s offer was conditional on Gloucester shareholder Noble Group (NOBG.SI) not exercising its rights to a coal joint venture between Gloucester and Macarthur. (Reporting by Mark Bendeich; Editing by Balazs Koranyi )

Filed Under: International News Tagged With: , , , , , , , , , , , , , , , , , , ,

Gloucester says continues to back Macarthur deal

April 12, 2010 By Leave a Comment

SYDNEY, April 12 (Reuters) – Australian miner Gloucester Coal’s (GCL.AX) independent directors remain unanimously in support of a takeover offer from Macarthur Coal (MCC.AX), despite a bid battle erupting for Macarthur, Gloucester said on Monday.

Stocks | Mergers & Acquisitions

Last week, Macarthur rejected an all-share offer worth $3.4 billion from local rival New Hope Corp (NHC.AX) and a $3.3 billion cash offer from U.S. coal miner Peabody Energy (BTU.N), saying it was still in favour of its Gloucester deal.

Gloucester noted in Monday’s statement that New Hope’s offer was conditional on Gloucester shareholder Noble Group (NOBG.SI) not exercising its rights to a coal joint venture between Gloucester and Macarthur. (Reporting by Mark Bendeich; Editing by Balazs Koranyi )

Filed Under: International News Tagged With: , , , , , , , , , , , , , , , , , , ,

Conference on Corporate Governance in Kolkata

September 4, 2009 By Leave a Comment

Kolkata, Sep 4 (ANI): Minister for Corporate Affairs Salman Khurshid will inaugurate an International Conference on Convergence of Corporate Governance Norms here on Saturday.

The two-day Conference is being organized by IIT Kharagpur in association with National Foundation of Corporate Governance (NFCG) – which is a not-for-profit Trust under the Ministry of Corporate Affairs.

The aim of the Conference is to bring together policy framers, corporate executives, government officials, independent directors, market regulators, academicians and researchers from across the nation to deliberate upon various aspects of corporate governance norms. (ANI)

Filed Under: International News Tagged With: , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , ,

U.S., Fiat to name Chrysler board on alliance: memo

April 18, 2009 By Leave a Comment

DETROIT (Reuters) – U.S. automaker Chrysler, already operating under government emergency aid, would cede control of its board and ultimately senior leadership if it completes a planned alliance with Italy’s Fiat SpA (FIA.MI).

The U.S. government and Fiat would appoint a board of directors for Chrysler, with a majority of them independent directors who are not employees of either automaker, Chrysler Chief Executive Bob Nardelli said on Thursday in an internal memo to workers obtained by Reuters.

“The board will have the responsibility to appoint a chairman,” Nardelli said. “The board also will select a CEO with Fiat’s concurrence.”

That could mean the end of Nardelli’s tenure at Chrysler, where he was named chairman and CEO in 2007 shortly after Cerberus Capital Management CBS.UL acquired its 80.1 percent stake in the automaker from Daimler AG (DAIGn.DE).

Chrysler and Fiat have been in talks to complete a partnership by the end of April to meet the requirements of U.S. government emergency aid and avoid a bankruptcy filing.

The U.S. autos taskforce rejected Chrysler’s turnaround plan in late March and gave the company until the end of April to cement the Fiat alliance and reach agreements with its unions to slash labor costs and with its lenders to cut debt.

“Fiat strongly believes in the mutual benefits the alliance would create for both of our companies, our customers, employees and other constituents,” Nardelli said.

“We continue to review the status of all stakeholder discussions with Fiat, as the achievement of concessions is a condition of the alliance,” he said.

The deal with Fiat hinges on Chrysler securing concessions from unions in the U.S. and Canada, as well as agreement with those who hold Chrysler’s first-lien loans, which includes a group led by JPMorgan Chase and Co (JPM.N) and Goldman Sachs Group (GS.N), Morgan Stanley (MS.N) and Citigroup (C.N).

Chrysler has about $7 billion of first-lien loans that stem from its breakaway from Daimler in 2007, and the creditor group had been asked initially to accept a steep reduction. Daimler still holds a stake of nearly 20 percent in Chrysler.

The U.S. Treasury has met regularly with the group, which has been asked “to make significant additional concessions,” Nardelli said.

The U.S. Treasury has extended a concessions proposal to the group, which is expected to respond to the offer shortly, Nardelli added.

Sources with knowledge of the matter told Reuters this week that Chrysler’s first-lien lenders were preparing a counter-offer for the Treasury that might include equity in a Chrysler-Fiat alliance and some cash in exchange for abandoning their claim to some $7 billion of debt.

The lenders were responding two weeks after the creditors rejected a request from the Treasury to write off $6 billion of the amount they are owed, the sources said.

Chrysler is also in talks with the United Auto Workers union to restructure its union-aligned retiree healthcare trust by making part of its payments in equity rather than cash.

With the Canadian Auto Workers, Chrysler is seeking to reduce wages and benefits to match those paid by foreign automakers in the country.

“The additional concessions we are seeking from the UAW are critical to receiving continued support of the administration, completing our Fiat alliance and achieving sustained viability,” Nardelli said.

The CAW expects to resume talks with Chrysler on Monday and said it had invited Fiat CEO Sergio Marchionne to join the discussion. Marchionne had been critical of the union, saying that a lack of progress in talks between the union and Chrysler had reduced the likelihood of the alliance being completed.

Chrysler has been operating under $4 billion of U.S. government emergency aid and could receive up to $6 billion additional aid if it completes the alliance and other cost-cutting measures.

The taskforce also rejected a turnaround plan by Chrysler rival General Motors Corp (GM.N), which has been given until the end of May to prepare much deeper cuts than it had previously planned and make them far faster as well.

(Reporting by Soyoung Kim and David Bailey, editing by Will Waterman)

Filed Under: International News Tagged With: , , , , , , , , , , , , , , , , , , ,

US Govt. to increase stake in Citi

February 27, 2009 By Leave a Comment

Washington, Feb. 27 (ANI): The US Government has reached an agreement with beleaguered Citigroup Inc., under which the government is likely to substantially increase its stake in the bank and demand a boardroom shakeup, the Wall Street Journal reports.

According to the deal, which is expected to be announced early Friday, the Treasury Department has agreed to convert some of its current holdings of preferred Citigroup shares into common stock.

Sources claimed the government would convert its stake only to the extent that Citigroup can persuade private investors. The Treasury will match the private investors’ conversions dollar-for-dollar up to 25 billion dollars.

The Government’s new stake will hinge on the amount of preferred shares that private investors agree to convert into common stock. The Treasury’s stake is expected to rise to 30 percent to 40 percent of Citigroup’s shares, sources said.

To ease investor jitters about the adequacy of Citigroup’s capital base, the government would demand that the New York based company overhaul its board of directors, as the condition of the deal.

Although, key details of the Citigroup-US pact remain unclear, the Treasury may call for Citigroup’s board to be comprised of a majority of independent directors. Chief Executive Vikram Pandit is expected to keep his job under the agreement.

After a week’s negotiations, government hammered its conditions to the Citigroup, which are designed to make up for the fact that taxpayers will bear greater risk holding common stock rather than preferred.

The Citigroup deal is significant not only for its importance to Citigroup’s financial health, but also because it is expected to serve as a model for future federal conversions of preferred shares into common stock in some of the nation’s biggest banks. (ANI)

Filed Under: International News Tagged With: , , , , , , , , , , , , , , , , , , ,

Independent auditors let us down in corporate frauds: Kapil Sibal

January 20, 2009 By Leave a Comment

New Delhi, Jan. 20 (ANI): Union Science and Technology Minister Kapil Sibal on Tuesday expressed government’s disappointment over the Satyam Computers fraud by stating that independent auditors in frauds involving corporate houses let the government feel down. The system needs to be changed.

Sibal said, “You have the independent regulators, the independent directors, independent auditors in the context of the Companies Act. And what have these independent auditors done? I don’t want to take examples. But they have let us down.”

Sibal also suggested setting up a body on the lines of the Election Commission to oversee auditors’ functioning.

“We need to change the system, on the basis of which we appoint these independent regulators. We need to make sure that they are not necessarily accountable directly to government or that they have a secure tenure through which they can attain independence like for example the Election Commission, where term of cannot be interfered with except through very stringent procedures or removals,” Kapil Sibbal added. (ANI)

Filed Under: International News Tagged With: , , , , , , , , , , , , , ,

Satyam saga has shaken corporate India, but hope is still alive

January 16, 2009 By Leave a Comment

New Delhi, Jan 16 (ANI): The fraud involving India’s fourth-largest software services exporter, Satyam Computer Services has put corporate governance in India back in focus.

Analysts say the saga exposes serious shortfalls in corporate India that must be addressed to ensure credibility in an increasingly globalized and competitive world.

Some analysts say that market watchdog, the Securities and Exchange Board ofndia (SEBI), lacks teeth to prevent Satyam-like fallouts, while others say the rules don’t go far enough.

Satyam has contended it adhered to corporate governance rules, appointing the requisite number of independent directors with excellent credentials, including the dean of a top business school in its hometown of Hyderabad and a professor at Harvard Business School.

But experts say there are concerns that some directors might have been too close to Satyam chairman B. Ramalinga Raju to be considered truly independent, as all of them failed to ask tough questions about controversial infrastructure deals.

Several observers say the issue could be the opening of a Pandora’s Box, especially with several top Indian firms being run as closely knit family businesses.

Indian economists said that India should not fear accusations from the western countries over Satyam as they too are having a fair share of corporate scandals.

“Indian corporate governance has been a can of worms, but I wouldn’t really like to hear that from the west given that what has happened recently in western corporate governance,” said Partha Sen, Economics Professor, Delhi School of Economics.

The incidents across the globe highlight loose market regulations, especially in developing countries that could prompt investors to be more cautious on stock picks even as they battle with the fallout from the worst financial crisis in a generation.

Talking about India, Sen said that it is time to put a proper system of checks in place and that the Satyam episode may be a trigger for better governance.

“Just because their chartered accountant is Price Waterhouse Coopers, it doesn’t mean that they don’t be looked at carefully. So there is a lot of stuff, which is done on faith or in India some players are too big to be even scrutinized, that has to go,” he said.

About half the companies in India’s benchmark 30-share Bombay Stock Exchange (BSE) are family-controlled. (ANI

Filed Under: Business News Tagged With: , , , , , , , , , , , , , , , , , , ,