-=Nielsen (NLSN) to be acquired for $16B by a private-equity consortium

The consortium led by Brookfield Asset Management (BAM) and Elliott Management will pay $28 a share in an all-cash transaction for Nielsen Holdings (NLSN). The offer comes after the media measurement company turned down a $25.40-a-share proposal just last week. The company didn’t name the suitors who made the offer last week. 

-=Arconic (ARNC) walks away from Apollo's (APO) buyout offer

(Bloomberg) -- Arconic Inc. tumbled the most in eight months as the board rejected a sale of the company, scuttling a highly anticipated deal that would have ranked among the biggest leveraged buyouts since the global financial crisis.

Apollo Global Management had been in talks to buy the maker of aerospace and auto parts for $22.20 a share, valuing Arconic at about $10.7 billion, according to people familiar with the matter. The private-equity firm had secured financing for the offer, which included coverage of potential liabilities related to London’s deadly 2017 Grenfell Tower fire, the people said.

The collapse of the negotiations deepens uncertainty surrounding Arconic, which during the last two years has fought a proxy battle with activist investor Elliott Management Corp., replaced its CEO and drawn unwanted attention for its connection to the London tragedy. The focus now will shift to operational improvements and the previously announced sale of the building-systems unit, Arconic said in a statement Tuesday.

“We did not receive a proposal for a full-company transaction that we believe would be in the best interests of Arconic’s shareholders and other stakeholders,” Chairman John Plant said in the statement. Arconic declined to comment further. Apollo declined to comment.

Arconic plummeted 16 percent to $17.16 at 12:37 p.m. in New York after falling as much as 21 percent, the biggest intraday drop since April 30. The shares tumbled 38 percent last year, while a Standard & Poor’s index of industrial stocks dropped 15 percent.

Tumultuous History

The abandonment of the buyout extends Arconic’s brief but tumultuous life as an independent company since splitting with aluminum producer Alcoa a little over two years ago. Chief Executive Officer Chip Blankenship, who took the reins early last year, has been conducting a strategic and portfolio review to address what he has called disappointing execution.

The fallout from the London fire, which killed more than 70 people, had been a sticking point in the negotiations with Apollo, Bloomberg News previously reported. The firm, which had emerged as the front-runner after topping an offer from rival private-equity investors, was working to protect itself from ongoing liabilities.

While reports of private-equity interest had buoyed Arconic, the shares still suffered last year as the company weathered poor performance and rising aluminum prices.

Blankenship, a former General Electric Co. executive, put Arconic’s Building and Construction Systems unit up for sale in July as part of the portfolio review. He also agreed to move the company’s headquarters out of New York to help cut costs.

While the sale’s cancellation may “result in a longer time horizon to recognize increased shareholder value,” Arconic still has plenty of options, according to a client note from Jefferies analysts. The building-systems sale, cost-reduction efforts and improving end markets are likely to buoy the company, they said.

=athenaHealth (ATHN) to be acquired by Elliott Management and Veritas for $135 per share

  

(Reuters) - Private equity firm Veritas Capital and hedge fund Elliott Management have agreed to acquire U.S. healthcare software maker Athenahealth Inc for $5.5 billion in cash, people familiar with the matter said on Sunday.

Athenahealth, whose cloud-based service is used to track revenue from patients, physicians and hospitals, had been under pressure to sell itself from Elliott, which has about a 9 percent stake in the company. As part of a restructuring effort this year, it has cut jobs and hired former General Electric Co Chief Executive Jeff Immelt as chairman.

The acquisition, which values Athenahealth at around $135 per share, will be announced on Monday, the sources said, asking not to be identified ahead of any official statement. Athnahealth shares ended trading on Friday at $120.35.

Athenahealth, Elliott and Veritas Capital did not immediately respond to requests for comment.

The deal comes just a few months after the departure of CEO Jonathan Bush last June. Bush, a nephew of former U.S. President George H.W. Bush, founded Athenahealth in 1997. He stepped down after issuing an apology following a newspaper report alleging he had assaulted his former wife 14 years earlier.

Elliott first made an unsolicited bid for Athenahealth in May of $160 per share. Since then, it has been in talks with various private equity firms about trying to buy the company, sources have said.

While activist investors such as Carl Icahn have acquired companies before, New York-based Elliott, with assets of more than $35 billion, is one of the few hedge funds with a dedicated team chasing buyouts.

A deal for Watertown, Massachusetts-based Athenahealth represents the largest deal to date for Elliott's private equity arm, which is called Evergreen. It is based in Menlo Park, California, and it is spearheaded by partner Jesse Cohn.

In its third-quarter results reported last Friday, Athenahealth said its revenue under its previous accounting standards was $331.4 million, an increase of 9 percent compared to the same period last year. Its net income over the three months that ended Sept. 30, 2018 was $44.5 million, or $1.08 per diluted share.

-=athenaHealth (ATHN) : Elliott Management plans to back away from bid for ATHN, according to NY Post

• Athenahealth shares tank after a report said Paul Singer's Elliott Management has backed away from its $160-a-share bid for the health-care company.
• Singer could be mulling a bid at a lower price, The New York Post reported Monday evening, citing sources.
• As a result of Singer's retreat, Athena has extended the final bid deadline by 10 days to next Thursday, the paper said.

Athenahealth ATHN shares tanked on Tuesday after a report said Paul Singer's activist firm Elliott Management has backed away from its $160-a-share bid for the health-care technology company.

Singer could be mulling a bid at a lower price, The New York Post reported Monday evening, citing sources. As a result of Singer's retreat, Athena has extended the final bid deadline by 10 days to next Thursday, the paper said.

Shares of Athenahealth, which sells a software platform to medical providers, were more than 11 percent lower in premarket trading Tuesday at about $127 per share. The stock is more than 7 percent higher so far this year.

Elliott Management officials weren't immediately available to comment. An Athena spokesperson said the company had no comment.

In May, Elliott Management said it was willing to pay that price — a total of $6.9 billion — contingent on due diligence. At the time, Elliott said its stake in the company was at 8.9 percent.

Athenahealth in June said it sought strategic alternatives after its founder and CEO Jonathan Bush stepped down, facing allegations that he attacked his then wife 13 years ago. When initially announcing the review, Athenahealth said it would consider a sale, merger or remaining an independent company.

Bush, nephew of former president George H.W. Bush , founded the health-care technology company in 1997.

=Nielsen Holdings Plc (NLSN) to be sold?

Activist investor Elliott Management Corp has taken a large stake in Nielsen Holdings Plc as it plans to push the TV-ratings company to sell itself, the Wall Street Journal reported, citing sources.

=athenaHealth (ATHN) to be acquired by Elliott Management for $160/share

athenaHealth: Elliott Management confirms proposal to acquire athenahealth for $160/share in cash 
"For the past year, we have had extensive private engagement with athenahealth's management and the Board of Directors regarding the best path forward for the Company. This dialogue has been constructive, and we greatly appreciate how much time the management team, led by Jonathan, and the Board have invested in evaluating our perspectives as well as the perspectives of our fellow shareholders. Today, Elliott proposes to acquire athenahealth for $160 per share in cash. We believe we may also be able to substantially improve the proposed price with additional, private diligence....We strongly believe that this Proposal represents compelling, premium value to shareholders."

=Barnes & Noble (BKS) reported earnings on Tue 11/22/16 (b/o)

• Update August 2019: Barnes & Noble was acquired by Elliot Management.

Barnes & Noble beats by $0.10, reports revs in-line; reaffirms FY17 guidance :

• Reports Q2 (Oct) loss of $0.29 per share, $0.10 better than the Capital IQ Consensus of ($0.39); revenues fell 4.0% year/year to $858.5 mln vs the $850.72 mln Capital IQ Consensus.  
• Retail sales, which include Barnes & Noble stores and BN.com, declined 3.5% to $830.7 million for the quarter. Comparable store sales declined 3.2% on lower store traffic, which was partly offset by the release of Harry Potter and the Cursed Child. NOOK sales, which include digital content, devices and accessories, declined 19.4% to $35.0 mln.
• Consolidated second quarter EBITDA was $0.7 million, a $21.2 million improvement versus the prior year. NOOK EBITDA losses of $2.7 million improved $18.5 million over the prior year on continued cost rationalization efforts. Retail EBITDA increased $2.7 million to $3.5 million, as lower severance charges offset the sales decrease.
• "While we are pleased to have improved our performance due to expense reductions, we did experience sluggish sales, which we believe are directly related to the election cycle," said Len Riggio, Chairman and Chief Executive Officer of Barnes & Noble, Inc. "With the election behind us, we hope and expect sales will improve over the holidays."
• The Company continues to expect fiscal 2017 comparable store sales to decline in the low single digits and full year consolidated EBITDA to be in a range of $200 million to $250 million. Retail EBITDA is expected to be in a range of $240 million to $280 million, excluding the impact of any charges related to its cost reduction initiatives and costs associated with the recent CEO departure. NOOK EBITDA losses are expected to decline to a range of $30 million to $40 million, including previously announced transitional costs. 

Mentor Graphics (MENT) to be acquired by Siemens AG for $4.5 billion

Siemens AG agreed to buy Mentor Graphics Corp. for $4.5 billion in its biggest acquisition since 2014 as the German engineering company extends its industrial software capability.

   

Siemens will pay $37.25 a share in cash for Wilsonville, Oregon-based Mentor, the industrial giant said in a statement on Monday. That’s 21 percent above the closing price on Friday. Elliott Management Corp., which owns 8.1 percent of Mentor’s shares, backs the offer, Siemens said.

** chart after announcement **

The deal follows Siemens’s $970 million January purchase of U.S. computer-program maker CD-adapco of the U.S. as Chief Executive Officer Joe Kaeser seeks to grow the digital business as part of a retreat from consumer-oriented products to focus on industrial applications. Mentor is the biggest acquisition announced by the Munich-based company since it agreed to buy Dresser-Rand Group Inc. for $7.6 billion. For its part, Mentor was under pressure to increase shareholder value from activist investor Elliott, which doubled its stake in September.

** charts before  announcement **

  

Qlik (QLIK) acquired by private equity firm Thoma Bravo

Qlik (QLIK) was acquired by private equity firm Thoma Bravo LLC for about $3 billion. (June 2016)

   

Qlik’s shares were up 4 percent at $30.13 in midday trading on Thursday, slightly below the offer price of $30.50 per share.

The shares had risen 20 percent through Wednesday’s close since Elliott Management Corp. urged a sale in early March.

Qlik, which went public in 2010, focuses on creating applications that help businesses analyze and visualize data to help them cut costs.

The company’s flagship product, QlikView, allows customers to organize vast amounts of data in the form of reports, charts and infographics.

Brean Capital LLC analyst Yun Kim said the price indicated there was “very little interest” for self-service business intelligence (BI) assets.

Elliott, which disclosed an 8.8 percent stake in Qlik in March, had said the company was ripe for being taken over by a larger technology peer.

The hedge fund said later that month it increased its stake to about 10.8 percent. Elliott paid $23.50 per share on average, according to 13D Monitor, a research service that tracks 13D filings.

Qlik joins a growing list of companies such as Compuware Corp, Riverbed Technology Inc, Blue Coat Systems and Informatica that have been bought by private equity firms after Elliott started urging them to sell. Some of these companies were sold to Thoma Bravo.