# Thursday, August 02, 2007
NCR Corporation (NYSE:NCR) announced earlier this week that its proposed spin-off of Teradata Corporation is on track for the end of the third quarter. The trading itself is scheduled to begin on October 1st when NCR shareholders will receive one share of Teradata for each share they own.

The data-warehousing solutions division (to be Teradata) continues to grow as well, reporting a revenue increase of 9% to $433 million. There have also been rumors circulating that the company could become an immediate buyout target for IBM (NYSE:IBM) or Oracle (NDAQ:ORCL). The spin-off is also expected to result in significant cost savings for both companies as well as allow each to focus on their core competencies.

Investors should also note that spin-offs in general tend to outperform the overall market by a substantial margin. This is for two reasons: (1) shareholders of the parent company may receive shares they do not want and sell for no reason, which can push down the share price without warrant, and (2) most companies that undergo spin-offs do so for very good reasons - the two companies share few synergies and can reduce costs and increase focus apart.

Clearly this situation is one worth watching for shareholders and investors alike. For existing shareholders, it is a sign that the company is committed to unlocking shareholder value and also gives a "free" stake in a great new company. For potential investors, spin-offs represent great opportunities to invest in the time after the spin-off occurs as their is undue selling. Combined, these factors make NCR a stock worth watching!

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Thursday, August 02, 2007 7:44:52 PM UTC  #     |  Trackback
Ceridian Corporation (NYSE:CEN) urged shareholders on Thursday to vote in favor of a $36 per share takeover offer from buyout firm Thomas Lee and Fidelity National Financial. Meanwhile, Pershing Square's Bill Ackman is speaking out against the merger saying on Tuesday that it would vote its 15% stake against the merger and propose to firing the board.

The September 12th board meeting promises to be an interesting one with a plethora of proposals on the table and a hostile hedge fund. Pershing Square has been pushing for the company to spin-off its Comdata division in order to unlock significant value in the company. The hedge fund also proposed a recapitalization of the company that would enable it to either offer a cash dividend or buyback its stock.

Interestingly, shareholders recent won a lawsuit against the company that will enable the buyer to back out of the transaction if the incumbent board loses the next election on September 12th. And with nearly 15% of the company's shares in Bill Ackman's hands, there is a good chance that the company's merger could be at risk. This is further confirmed by the differential between the share price and the buyout price. In the end, CEN is definitely a stock to keep an eye on while this situation unfolds!

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Thursday, August 02, 2007 4:17:58 PM UTC  #     |  Trackback
Metromedia International Group (OTC:MTRM) shares jumped $0.10, or 5.88%, to $1.80 today after Fursa Alternative Strategies' Mickey Harley expressed concerns over the company's proposed $1.80/share buyout offer and made his own $2.05/share proposal on the same terms. Shareholders applauded the move today but shares are currently at the original buyout price, leaving 14% on the table.

The planned merger is between Metromedia and an investor consortium called CaucusCom Mergerco, funded by Capital Management & Investment and others. Unfortunately for Fursa, these investors also have a $7.5 million breakup fee along with 20% of the net fees if the merger deal falls through and a third party acquires the company. This may cause some problems; however, it is likely that the board will at least consider the alternative proposal.

Metromedia is a diversified holding company that focuses on the Georgian telecom market. The interest in the companies lies predominantly in its 50.1% stake in MagtiCom - a mobile phone operator in the Republic of Georgia.
However, the company also has a large stake in PeterCom - a mobile phone operator in Russia. It also owns interests in Telecom Georgia and Telenet - two other Georgian companies.

In the end, this is good news for shareholders as it cannot hurt them. The current buyout offer stands at $1.80/share, so risky investors may find it worthwhile to purchase shares that are currently trading at that price in hopes for a chance at $2.05/share - a 14% premium. And this makes MTRM a stock worth watching!

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Thursday, August 02, 2007 3:42:42 PM UTC  #     |  Trackback