Siemens to Acquire Dresser-Rand Group (DRC) in $7.6 Billion Deal Sep 21, 2014 08:23PM

As rumored over the past few months, Dresser-Rand Group (NYSE: DRC) announced a deal Sunday evening to be acquired by Siemens for $83.00 per share in cash. The transaction is valued at approximately $7.6 billion, including the assumption of debt. The price represents a premium of 37.4 percent over Dresser-Rand's closing share price of $60.42 on July 16, 2014, the day before speculation in the press appeared regarding interest in Dresser-Rand. Additional per share cash consideration of $0.55 shall be applied on the first day of each month starting March 1, 2015, until the closing occurs.

In addition to Siemens, in the recent past Sulzer and GE (NYSE: GE) were also said to be interested in purchasing Dresser-Rand.

Siemens intends to operate Dresser-Rand as the company's oil and gas business retaining the Dresser-Rand brand name and its executive leadership team. In addition, Siemens intends to maintain a significant presence in Houston, which will be the headquarters location of the oil and gas business of Siemens.

"As the premium brand in the global energy infrastructure markets, Dresser-Rand is a perfect fit for the Siemens portfolio. The combined activities will create a world-class provider for the growing oil and gas markets. With this Dresser-Rand will become 'The oil and gas' company within Siemens and fit right into our Siemens Vision 2020," said Joe Kaeser, President and CEO of Siemens AG.

"After a thorough and competitive process, we are pleased to have reached this agreement with Siemens as it maximizes value and delivers significant benefits to all Dresser-Rand stakeholders," said Vincent R. Volpe Jr., Dresser-Rand's President and CEO. "Dresser-Rand shareholders will receive immediate and certain all-cash consideration for their shares at an attractive premium to the Company's unaffected share price."

Mr. Volpe added, "Given the vision Siemens has for Dresser-Rand as its oil and gas company, and its expressed wishes to build Dresser-Rand's product and service portfolio with some of the existing Siemens offerings that have previously been marketed separately into the oil and gas space, it is clear that this is a transaction that should create value for clients, as well as for both sets of shareholders, that would not have otherwise been achieved had Dresser-Rand not become part of the Siemens group. We are excited about the opportunity to continue on our journey to become the premier supplier of high speed rotating equipment and solutions for this industry and believe that the enhancements in offerings available to us in the form of the existing products and services from the Siemens group will serve as an accelerator for technological innovation, profitable growth and extended opportunities for our employees and the communities around the globe in which we operate. Simply stated, we see this as a unique opportunity to better serve our clients, employees and shareholders and are pleased to have Dresser-Rand placed in the central role for Siemens as it develops its position in oil and gas."

"Our aim is to become the leading rotating equipment and process system integrator for the oil and gas industry. Dresser-Rand has strong presence in oil and gas, a reputation for technology leadership and innovation, and a talented and experienced leadership team. Our intention is to leverage these strengths by maintaining the existing company and brand name and selectively moving complementary products and services from the existing Siemens portfolio into Dresser-Rand enabling us to offer a much broader range of products, services and solutions to meet our customers' needs," said Lisa Davis, member of the Managing Board of Siemens AG.

Conditions and Approvals

The transaction is expected to close in the summer of 2015 and is subject to Dresser-Rand shareholder approval, regulatory approval in the U.S., Europe and certain other jurisdictions, and other customary closing conditions. Under the terms of the merger agreement, Siemens has committed to take all necessary steps from a regulatory perspective to ensure that the transaction will be completed.

Morgan Stanley & Co. LLC and Zaoui & Co. acted as financial advisors to Dresser-Rand. Wachtell, Lipton, Rosen & Katz, and Gibson, Dunn & Crutcher LLP, served as legal counsel to Dresser-Rand.

One-Year Stockholder Rights Plan

The Company's Board of Directors has adopted a limited duration Shareholder Rights Plan. The Plan is designed to assist the Board of Directors in maximizing shareholder value in connection with the sale of the Company. The Plan will not in any way prevent or restrict any person from making a superior proposal pursuant to the terms of the Merger Agreement.

Pursuant to the Plan, the Board of Directors declared a dividend of one preferred stock purchase right (each a "Right" and collectively, the "Rights") on each outstanding share of the Company's common stock as of the close of business on October 2, 2014 (the "Record Date"). Each Right, once exercisable, will entitle shareholders to buy one one-hundredth of a share of a new series of junior participating preferred stock at a purchase price of $300.00 per Right, subject to adjustment.

The Rights will be exercisable only if a person or group of affiliated or associated persons (other than Siemens or any of its affiliates or associates acting pursuant to the Merger Agreement) acquires beneficial ownership of 10% or more of the Company's common stock. The Plan provides that the ownership of shareholders that beneficially own 10% or more of the Company's common stock on the date of adoption of the Plan will be grandfathered, but the Rights would become exercisable if at any time any such shareholder increases its ownership percentage by 1% or more. Derivative interests in the Company's common stock, such as swap arrangements, regardless of whether such arrangements carry with them the right to control voting or disposition of the underlying securities, are also considered beneficial ownership of the underlying common stock for purposes of the Plan.


Alcobra Ltd. (ADHD) Expects Topline MDX Phase III Clinical Trial Data in Two Weeks Sep 19, 2014 04:35PM

Alcobra Ltd. (Nasdaq: ADHD), an emerging pharmaceutical company focused on the development of new medications to help patients with cognitive disorders, including Attention Deficit Hyperactivity Disorder (ADHD) and Fragile X Syndrome, announced today that all scheduled follow-up visits have been completed for patients enrolled in the company's Phase III clinical trial of Metadoxine Extended Release (MDX) in adult ADHD patients.

"Completion of this Phase III clinical trial is a major milestone in the development of MDX, as we are one step closer to a potential new treatment alternative for Adult ADHD," said Dr. Yaron Daniely, President and Chief Executive Officer of Alcobra. "We currently anticipate completing data verification in this multi-center trial, database lock and topline statistical analysis in approximately two weeks. We look forward to unblinding the data and announcing the results."

The study is a 300-patient, randomized, placebo-controlled trial conducted at 18 sites in the United States and 2 in Israel. Patients were randomized to receive either 1400 mg MDX or placebo over 6 weeks followed by a 2-week safety follow-up and preceded by a 2-week screening period. The primary endpoint measure is the Conners' Adult ADHD Rating Scale (CAARS-INV), a widely accepted clinical measure of the presence and severity of ADHD symptoms, and the same endpoint utilized in the company's successful Phase IIb study. Secondary endpoints include the computerized TOVA (Test of Variables of Attention), which was also used in the previous Phase II studies, as well as safety assessments and additional exploratory endpoints.


American Spectrum Realty (AQQ) Submits New Plan of Compliance to NYSE MKT Sep 19, 2014 03:54PM

American Spectrum Realty (NYSE: AQQ) announced that it had submitted a new plan of compliance to the NYSE MKT LLC (the “Exchange”) to address how it intended to regain compliance with Sections 134 and 1101 of the NYSE MKT Company Guide (the “Company Guide”).

On August 19, 2014, the Company received correspondence from the Exchange notifying the Company that it was not in compliance with certain of the Exchange’s continued listing standards based on the Company’s stockholders’ equity and net losses, and failure to timely file its Annual Report on Form 10-K for the fiscal year ended December 31, 2013 (“2013 Form 10-K“) and Form 10-Q for the fiscal quarters ended March 31 and June 30, 2014.

On September 15, 2014, the Company received additional correspondence from the Exchange stating that although the Company did not meet the deadlines provided in its earlier plan of compliance, the Company had made a reasonable demonstration of its ability to regain compliance with Sections 134 and 1101 of the Company Guide, and, in accordance with Section 1009 of the Company Guide, the Exchange had agreed to the Company’s revised plan period. The Exchange has agreed to an extension of time until October 31, 2014 for the filing of the Company’s 2013 Form 10-K, and if that deadline is met, an extension to December 31, 2014 to file the Company’s Quarterly Reports on Form 10-Q for the fiscal quarters ended and ending March 31, June 30 and September 30, 2014 ("Revised Plan Period").

On September 18, 2014, the Company submitted to the Exchange its required compliance plan addressing deficiencies with respect to the Company’s stockholders’ equity and net losses. The compliance plan outlined the company’s initiatives to regain compliance with the applicable continued listing standards within the timeframe specified in Section 1009.

The Company continues to work towards compliance under the Revised Plan Period and intends to file the 2013 Form 10-K and Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31 and June 30, 2014 as soon as practicable.


Akorn (AKRX) Needs to Divest Generic Injectable Rifampin ANDA in VersaPharm Deal - FTC Sep 19, 2014 02:12PM

Following a public comment period, the Federal Trade Commission has approved a final order settling charges that Akorn's (NASDAQ: AKRX) acquisition of VersaPharm Inc. and its parent company, VPI Holdings Corp., would have likely been anticompetitive.

Under the order, first announced in August 2014, Akorn is required to divest its Abbreviated New Drug Application for generic injectable rifampin – which is currently pending before the Food and Drug Administration – to Watson Laboratories, Inc.

According to the FTC’s complaint, only VersaPharm and two other firms currently have FDA approval to sell generic injectable rifampin. There are no viable substitutes for rifampin as a course of treatment for tuberculosis. The FTC alleged that if Akorn had consummated its acquisition of VersaPharm as originally proposed, the combined company would have been likely to delay or cancel the introduction of Akorn’s generic injectable rifampin.

The Commission vote approving the final order was 5-0. (FTC File No. 1410162; the staff contact Jasmine Y. Rosner, Bureau of Competition, 202-326-3558)


Tesla Motors (TSLA) Releases Software v6.0 Update Sep 19, 2014 02:05PM

Tesla Motors (NASDAQ: TSLA) made the following announcement on its blog today:

Today, we’re announcing details about new software being delivered to Model S customers through an over-the-air update. The new features further personalize the Model S ownership experience and help make the car smarter about owners’ individual preferences. This is the latest in a series of software updates issued since we launched Model S in 2012, enabling new features such as hill start assist, smart suspension controls, and energy saving sleep mode.

The Software v6.0 update introduces traffic-based navigation and commute advice, provides an in-car view of daily schedules, enables location-based air suspension settings, and allows owners to name their Model S and start it remotely using their mobile phone.

New features include:

Traffic-Based Navigation (BETA)

The Model S navigation system will be a lot smarter. Navigation will now provide route suggestions based on real-time traffic and calculate estimated travel times accordingly. It will also update dynamically as traffic conditions change throughout your trip. This feature will also take into account traffic data shared by other Tesla vehicles on the road.

Commute Advice

Navigation isn’t particularly useful when commuting between home and work because most of us usually know the way. But if traffic has an effect on a typical route, it’s helpful to know in advance. Now, Model S will monitor traffic before you even start your weekday commute and alert you with a pop-up message on the 17-inch touchscreen when a faster route is available.

Calendar (BETA)

Model S will synch with your smartphone to bring you a large in-car view of your daily schedule. If you’ve already set locations for particular events, you don’t have to worry about re-entering the details into your car’s navigation system. Instead, you can just tap on the event in your calendar to bring up route directions.

Remote Start

You will have the ability to start your Model S using only your smartphone. This function, which is particularly useful if you forget your key fob, will be accessible through the Tesla mobile app and requires you to input your password for each use.

Location-Based Air Suspension

If you regularly drive on roads or driveways that require higher than normal clearance, your Model S will remember where you previously selected high ride heights and automatically adjust the air suspension at those locations. This feature will be especially handy for people who have steep driveways. (Model S must be equipped with air suspension for this function to work.)

Name Your Car

You can now make your Model S nickname official. The car’s name will appear in the Tesla mobile app and in the About Your Tesla section on the touchscreen.

Power Management Options

A new power management option will put Model S into energy saving mode at night to help maximize available energy. There’ll also be an option that allows the Tesla mobile app to always connect immediately to the car, while still saving power.

This software update represents Tesla’s commitment to improving Model S for customers even long after it has left the assembly line. With each update, Model S becomes more attuned and responsive to its owner’s needs without requiring excessive user input. We will continuously fine-tune the software and work on new features in response to customer feedback.


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