# Thursday, February 01, 2007
Equity Office Properties (NYSE:EOP) shares moved down $0.54, or $0.97%, to $55.01 today after the company revealed another rival bid from Vornado Realty Trust (NYSE:VNO). The new bid comes in at $56 per share (55% cash and 45% stock), which is higher than Blackstone's standing $54 bid for the company. However given Blackstone's $500 million termination fee and all-cash offer, many investors are skeptical as to whether Vornado's bid is large enough to put Blackstone's in jeopardy. Rather, many believe that Vornado is simply trying to delay Monday's vote on the deal in order to buy more time for negotiations.

What does Vornado's bid look like? Well, according to the company's 8-K filing with the SEC, Vornado proposed to acquire Equity Office for $56 per common share, payable (i) $31 in cash and (ii) in Vornado common shares having a value (based on an average price during a period prior to the closing specified in the transaction documents) equal to $25, except that the fraction of a Vornado common share that would be issued per Equity Office common share would not be less than .1852 nor more than .2174. The proposal also states that this collar assures that the overall value of the Vornado proposal would remain $56 per Equity Office common share so long as the Vornado common share price remains between $115 per share and $135 per share, as compared to Vornado’s closing price of $122.35 on January 31, 2007.

After the offer was made public, Blackstone called the true value of Vornado's bid into question and stated that they had no intention of increasing their all-cash bid. "The true value of Vornado's offer should reflect a discount for stock, the 3-4 month time delay before receiving it and the risk of Vornado's share price declining below $115 per share," Blackstone said. "When combined with the risk to Equity Office shareholders that Vornado shareholders could vote the deal down for any reason in 3-4 months, we strongly believe that our binding agreement with Equity Office is clearly superior and we are proceeding with a Feb. 8 closing, following the Feb. 5 Equity Office shareholders meeting."

Overall, this is certainly an unprecedented bidding war between private equity that is definitely worth following. It is likely that EOP will continue to hold their vote on Monday and approve Blackstone's offer; however, nothing can be certain as this deal for America's hottest commercial real estate properties draws closer to a conclusion.

Related Companies
Reckson Associates Realty (RA)
Highwoods Properties, Inc. (HIW)
American Financial Realty Trust (AFR)
Thursday, February 01, 2007 7:55:12 PM UTC  #     |  Trackback
PYR Energy Corporation (AMEX:PYR) announced that it has adopted a "shareholder rights plan" (aka. poison pill) today that would make a hostile takeover of the company much more difficult. The move comes just two days after Samson Investments disclosed a 9.7% stake in the company and made a $1.23 per share acquisition offer in a Schedule 13D filing with the SEC. The new provision would grant a special dividend distribution of one preferred share purchase right on each outstanding share of common stock ten days after someone acquires a 15% or greater interest in the company or ten days after someone makes a tender offer for 15% of the company's common stock. Moreover, each of these preferred shares would allow the shareholder to purchase $10 worth of common stock in the event of a hostile takeover attempt. This means that if Samson Investments were to try and take over the company, this new provision would drastically dilute the company's shares making the hostile takeover attempt prohibitively expensive.

What does this mean in the end? Well, it is now very clear that management is not interested in pursuing any agreement with Samson Investments - there would have been no need for a poison pill if they were planning on accepting the offer. Option grants given to executives shortly after Samson Investments' initial Schedule 13D filing with the SEC were also indication that management was not planning on entertaining any offers. The only interesting part to this story left is the fact that Samson Investments actually has another meaningful stake in the company through its shared subsidiary Samson Lone Star Limited Partnership, which means that Samson Investments and PYR Energy have shared ownership of several oil and gas minerals, leasehold and related properties. So while the next move by Samson Investments remains to be seen, it appears that a takeover for the company may be a lot more difficult than initially thought.

Related Companies
Dorchester Minerals L.P. (DMLP)
Delta Petroleum Corp. (DPTR)
Berry Petroleum Company (BRY)

Thursday, February 01, 2007 4:00:41 PM UTC  #     |  Trackback
Exxon Mobil Corporation (NYSE:XOM) rose 1.3% after the company posted a drop in earnings but still managed to beat expectations. Fellow energy company Royal Dutch Shell rose 1.2% after posting a 21% rise in Q4 profit.

General Motors Corporation (NYSE:GM) rose 0.6% after reporting a 16% drop in January sales. Earlier, Ford Motor Company posted a near 19% dip in sales.  

Electronic Arts (NDAQ:ERTS) shares climbed 4.2% to $52.68 after the video game publisher reported Q3 earnings of $160 million, or $0.50 a share, compared with earnings of $259 million, or $0.83 a share.

Shares of Amazon.com (NDAQ:AMZN) were up 2.1% to $39.50. The company posted Q4 net earnings of $98 million, or $0.23 a share, compared with $199 million, or $0.47 a share, last year.

Google Inc.
(NDAQ:GOOG) shares pared steeper losses to finish down 1.5% to $494.18. Q4 net income at Google was $1.03 billion, or $3.29 a share, compared with $733 million, or $2.36 a share, a year ago. Google's net earnings came in ahead of the estimate of $2.92 a share.

Sierra Wireless (NDAQ:SWIR) climbed nearly 9% to $15.72. The Canadian mobile-computing devices maker's Q1 forecast, as well as its Q4 sales, surpassed expectations on Wall Street.

Genesis Microchip
(NDAQ:GNSS) shares fell 13% to $8.59 after the company swung to a Q3 loss of $130.4 million, or $3.57 a share. Revenue fell to $51.1 million, under the estimate of $54.6 million.

Spansion Inc. (NDAQ:SPSN) shares rose 4.2% to $13.75. The company, a top provider of flash-memory chips used in consumer electronics, said that it lost $25 million, or $0.19 a share, compared with a net loss of $48 million or $0.63 a share in the year-earlier period.
Sales rose 16% to $687 million.

CNet Networks, Inc. (NDAQ:CNET) shares rose 4.5% to close at $8.78 after the interactive media company forecast 2007 revenue of $425 million to $445 million. Analysts currently expect sales of $426 million. It also sees yearly net earnings of $0.12 to $0.22, and pro forma earnings of $0.27 to $0.37. Analysts' targets are for earnings of $0.29 a share.

Microsoft Corporation (NDAQ:MSFT) shares ended at $31.04, a gain of 1.9%. The company's Q2 profit fell 28% to $2.63 billion, or $0.26 a share. Revenue rose to $12.54 billion from $11.84 billion. Expected earnings are $0.23 a share on revenue of $12.01 billion.

EBay Inc. (NDAQ:EBAY) surged 12% to $33.70 and was the busiest stock in terms of volume, according to Nasdaq. The company said sales rose 29% to $1.72 billion, above its own forecast of expected sales of $1.67 billion.

Netflix, Inc. (NDAQ:NFLX) shares jumped 10% to $25.11. The DVD rental company's Q4 earnings were $0.24 a share, well above Wall Street's estimate of $0.15 a share. Revenue was $277.2 million, in line with estimates. Netflix also added more subscribers than it had previously forecast.

Shares of JDS Uniphase (NDAQ:JDSU) jumped 12% to $17.70 after the maker of fiber-optic components and test and measure equipment raised its Q2 forecast.

Coldwater Creek
(NDAQ:CWTR) shares tumbled 22% to $18.51 after the women's clothing company slashed its outlook for fiscal Q4 per-share earnings to a range of $0.16 to $0.17. It had been looking for a per-share profit of $0.26 to $0.27.

Thursday, February 01, 2007 1:11:46 AM UTC  #     |  Trackback