Boston Scientific (NYSE:BSX) announced in an 8-K filing with the SEC yesterday that it had refinanced its junk-level debt in a move that could help it emerge from the nearly $9 billion debt hole created by its acquisition of Guidant Corp. last year. Shareholders are hoping that restructuring move could help the company resolve its debt worries and jump its share price.

The company revealed that it used nearly $1 billion of its own cash reserves to pay down debt that was due next Spring. Shareholders expressed concerns in the past that the company may not be able to meet these obligations and now have increased confidence in the company. The S&P said it would review the company's efforts within a month to see if they qualify for a ratings change.

Boston Scientific also announced last year that it would explore a variety of different ways to unlock value for shareholders and pay down its debt, including a sale of one of its business units. One other idea floated was a spin-off of one of the company's businesses, but these ideas were ultimately shot down by management.

In the end, the refinancing should provide the company with greater financial flexibility, but the fact that they had to tap into their line of credit may limit future opportunities. Relief from this debt could finally help the company emerge from its current lull. Combined, these factors make BSX a stock worth watching.

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The Topps Company (NDAQ:TOPP) shares dropped yesterday after Proxy Governance Inc. - a company that advises shareholders - recommended a vote against a proposed $9.75 per share buyout, calling the negotiation flawed. The vote next week is expected to be extremely close as shareholders weigh their options.

The main problem with the process was a $10.75 bid by Upper Deck that was withdrawn earlier this week. The bid led many shareholders to believe that the current $9.75 offer is too low and also prompted many proxy advisory firms to view the process as flawed. In the end, many analysts believe that the offer will be rejected in hopes of a higher offer by Topps or a proxy contest to replace the board and management afterwards.

Several hedge funds have also been pushing the company's shareholders towards replacing the board and management rather than selling out. Chicago-based Dearborn Partners is one such owner that has recommended against the buyout proposal saying that shares could be worth as much as $12 to $18 per share in two years under new management.

In the end, many are expecting the buyout bid to fail and a proxy contest to replace management and the board to ensue. Some even believe that a new board and management may prompt Upper Deck to renew or increase its offer for the company in the near future. Combined, these factors make TOPP a stock worth watching!

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E*Trade (NDAQ:ETFC) and Ameritrade (NDAQ:AMTD) are reportedly mulling a potential merger, according to several industry sources. The Wall Street Journal recently reported that the number 3 and 4 brokerages were discussing a potential union but were not close to a final offer. Many analysts and shareholders are betting that tremendous value could be unlocked through a merger.

The two companies have also found themselves under the fire of activist hedge funds looking to unlock value. Jana Partners and SAC Capital have both been pressuring the companies to pursue strategic alternatives and unlock shareholder value. These cheerleaders could eventually push the two companies towards a merger if they both remain convinced that it is a good idea.

Together the two companies would becoming the largest brokerage in the world with a combined value of $16.5 billion. Interestingly, shares in both companies rose substantially on the news and held their gains through today's trading. Whether or not these rumors turn out to be true remains to be seen, but AMTD and ETFC are definitely stocks to watch!

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Bank of America (NYSE:BAC) shares rose marginally after the company revealed that it had the troubled Countrywide with a $2 billion purchase of convertible non-voting preferred stock. The move helped the largest mortgage company in the United States to clean up its balance sheet while presenting the bank with a great opportunity to profit.

Shares in Countrywide jumped over 20 percent afterhours widening the 17 percent discount at which the preferred stock was issued. The move also underscores the severity of the subprime problem as such a large discount was required for investment. Skies are not yet clear either for Bank of America, which now holds a substantial stake in a company that has had its value roughly cut in half so far this year.

In the end, the move will help the mortgage banker stay alive for another day while presenting a great opportunity for BAC. There is also some speculation that BAC may actually be interested in acquiring the mortgage banker outright; however, that situation may face some heavy regulatory hurdles given BAC's pending $21 billion purchase of ABN Amro. Regardless, BAC is definitely a stock to watch!

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Kintera Inc. (NYSE:KNTA) shares moved down marginally after Coghill Capital Management disclosed a ten percent stake in the company and expressed its support for a change in the role of chief executive officer.

The activist hedge fund said in a letter, "In our view, Harry's track record with respect to managing Kintera has demonstrated an ongoing inability to achieve business goals and objectives resulting in destruction of shareholder value, as well as the squandering of a considerable market opportunity for which Kintera's solution is well suited to take advantage of. Kintera's lack of acquisition integration and cost rationalization have led to massive and ongoing losses necessitating several equity financings that have been significantly dilutive to existing shareholders. Unrealized performance projections and consistent cash burn have caused the investment community to become disenchanted; as evidenced by Kintera's current $1.30 stock price (as of close on February 5, 2007), which is a fraction of the Company?s $7.00 per share IPO price in 2003.

As Harry is both the Chairman and Chief Executive of the Company, we
 are concerned that he has the ability to exert undue influence over strategic and operational decisions without meaningful checks and balances.  Further, as we view a certain level of dialogue between boards of directors and investors to be important and constructive, we are especially concerned with Kintera?s policy of prohibiting independent board member communication with the investment community. In this particular case, we view such communication to be key to catalyzing change and we support Harry's replacement with a professional manager as a necessary step to drive Kintera to sustained profitability."

Clearly, a new chief executive could help turn around the company and prevent any further deterioration in value. A turnaround CEO could even help the company further its objectives and improve its condition. Combined, these factors make KNTA a stock worth watching!

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LSI Corp. (NYSE:LSI) shares rose $0.15, or 2.27%, to $6.77 today after the company announced that it would sell its Mobility Group to Infineon for up to $500 million. The move marks yet another milestone in a restructuring effort that had many shareholders questioning the chief executive. Shareholders now seem ready to embrace the company's turnaround as it narrows its focus going forward.

The sale of LSI's Mobility Group should allow the company to increase its focus on its own businesses - particularly, the integration of integrated storage specialist Agere Systems which it acquired in December for $4 billion. The sale will also save the company about $25 million in expenses next year while infusing it with cash, despite the fact that the transaction went through at only a 1.7x multiple.

Analysts remain divided on the stock with some taking a very bullish stance and others taking a very bearish stance. All seem to agree that the sale of its Mobility Division was a move in the right direction; however, many insist that the company may continue to face troubles with its integration that led to a few missed quarters in the past. Regardless, this is definitely a stock worth watching!

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Nymex Holdings (NYSE:NMX) shares are trading up strongly in early morning hours after the energy futures company admitted to preliminary buyout talks but could not guarantee that the talks would result in a sale of the company. Many shareholders have been anticipating further consolidation and this move by Nymex only confirms the strength of M&A in the exchanges market.

News of the possible buyout came after the company's chairman and chief executive held a meeting with analysts in which they admitted talks were in progress. After the research note was published by analysts, the company quickly confirmed the note with their own statement:

"Since discussions have been preliminary, there can be no assurance that the company will enter into any transaction ... although the chairman indicated his belief that any transaction would have to be at a meaningful premium to the company's current share price."

Rumors have also been circulating that the company could be a target of NYSE-Euronext whose chief executive said not long ago was looking for potential acquisitions to increase its foothold in the futures business. Whether or not this is the bidder remains unclear; however, we definitely know there are potential bidders with deep pockets.

The statement also suggested that the company could benefit from $250 million in cost savings in addition to revenue gains from a European expansion and new product lines. The company is also working internally on methods to cut costs and reduce expenses to increase its earnings per share and jump its stock price.
 Regardless, this is definitely a stock to watching moving forward!

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Vitesse Semiconductor (OTC:VTSS) directors may face some opposition in coming months as Chapman Capital prepares to do battle. The activist hedge fund announced its intentions today to investigate management's backgrounds, affiliations and board qualifications. Shareholders are hoping that this move could forces changes at a company that hasn't held a board meeting in over two years.

Chapman Capital's recent Schedule 13D/A filing is the latest in a long line of letter criticizing the company for unethical - and allegedly illegal - actions on behalf of management and the board. The largest problem is the fact that the company hasn't had a reasonable annual meeting in more than two years. The company applied to the SEC for relief but was turned away, which prompted Chapman to launch a campaign to find evidence of misconduct.

Robert L. Chapman, Jr., Managing Member of Chapman Capital, commented, "Nearly two years has passed since Vitesse's owners have been allowed to attend a shareholders meeting to elect directors. Instead, foisted upon Vitesse's owners are these 're-treaded' substitutes who have been admitted to Vitesse's boardroom without the legitimacy of being vetted, much less elected, by the owners to whom they purport to report. To Chapman Capital, Vitesse's Board and senior management seem quite anxious to perpetuate the absolute veto power that has allowed them to discriminate against director candidates who may 'disrupt' their stock option and cash compensation enriching party, while holding them accountable and potentially opening 'back-dated option closets' concealing a skeleton or two."

An additional very detailed letter outlined the evidence obtained thus far while the hedge fund also provided a hotline through which others in the industry could call in reports. If change is effected, it could mean hefty profits for shareholders benefiting from a turnaround. This makes VTSS a stock worth watching!

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Google Inc. (NDAQ:GOOG) announced a stake in Chinese social networking company Tianya.cn. The size of the transaction and stake were not disclosed, but the move underscores the difficulties that the three Internet giants (Microsoft, Google, and Yahoo) are facing when entering foreign markets - particularly China. Shareholders are hoping that this move will help give Google a foothold it what could become one of the world's largest markets.

Currently, Baidu has an insurmountable lead on Google and the rest of the US search providers when it comes to pure search. The Chinese internet giant has over 57% of the market while Google stands with just 21% as of last year. As a result, it appears that Google and other US companies are targeting other sectors, like social networking, video games, and more.

Just how big is this market? Well, currently there are around 162 million Internet users in China with only about 12% of the population using it. This number is expected to swell to 70% by 2010 where they are expected to surpass the number of US users. Consequently, investors should be watching closely for opportunities to invest in Chinese internet companies that could become buyout targets as well as those like Baidu that have a strangle-hold on the market.

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PDL BioPharma (NDAQ:PDLI) CEO Mark McDade resigned yesterday after a month-long internal investigation into improper personal conduct and breach of fudiciary duty. The investigation was spearheaded by activist investor Daniel Loeb's Third Point who has insisted for months that McDade was behind the company's poor performance. Meanwhile, shareholders clearly applauded the move as shares rose over six percent mid-day.

According to a company press release, "PDL BioPharma, announced that a three month internal investigation of the company's chief executive officer (CEO), Mark McDade, found no credible evidence of improper personal conduct or breach of fudiciary by McDade to corroborate the various allegations investigated. The company also announced that McDade, following the investigation and due to the personal toll created by unsubstantiated rumors and related investigation, he has decided to step down as CEO and a member of the board by the end of 2007."

Loeb's Third Point has been pushing for the executive to leave the company and also proposed a potential sale of the company to unlock value for shareholders. Many shareholders are hoping that now that the executive is out of office, the activist shareholder may have more luck with its goals. If successful, a sale of the company could mean significant returns for shareholders. This makes PDLI a stock worth watching!

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