Medco Health Solutions Inc. (NYSE: MHS) has announced it will buy PolyMedica Corporation (NASDAQ: PLMD) in an all-cash deal worth $1.5 billion.

PolyMedica is a direct supplier of diabetes testing supplies and other diabetes related products that is largely known for its Liberty brand. The purchase price values PolyMedica at $53 per share, a 17% premium over its closing price before the announcement.

Medco is explicitly making a play for the burgeoning diabetes market, as the press release announcing the deal states:

"An estimated 17 million Americans are currently treated for diabetes, with more than 1 million patients diagnosed each year; an additional 7 million are estimated as undiagnosed. Diabetes care represents one of the fastest-growing segments of health care in a market estimated at more than $25 billion a year. These patients represent 5 percent of the population but account for more than 15 percent of total drug spending..."

Medco is a pharmacy benefit manager that mainly provides prescription drug programs, with clients including Blue Cross/Blue Shield. Last year, Medco had net income of more than $600 million on revenue of more than $40 billion. The purchase of PolyMedica is seen positively by analysts as complimenting Medco's existing services, which include giving prescriptions to 2.8 million diabetes patients.

Both Medco shares and PolyMedica shares are trading near all-time highs on news of the deal, but the possible synergies from this purchase still makes MHS a stock worth watching!

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Altria Group, Inc. (NYSE: MO) said in a statement that it plans on to spin-off Philip Morris International, though final approval would depend on a January 30th board meeting as well as a favorable ruling from the IRS on tax consequences of any such move.

The spin-off is a logical, if not necessary, move as it would separate the  fast growing international cigarette division, which accounts for two-thirds of Altria profit, from the declining consumption and legal liability of the U.S. cigarette market.

Altria is currently the world's largest cigarette company but the international division has been a particular bright spot with dominant market share in France, Germany, Italy and Spain. Cigarette sales by volume increased 3.3% last quarter compared to a year ago for the international division, while declining by the same amount for the domestic unit.

Earlier this year, Altria spun-off the world's second biggest food company Kraft Foods, Inc. (NYSE: KFT), though for much different reasons - its shrinking profits were hurting Altria's other divisions.

After the proposed spin-off, current Altria Chairman and CEO Louis Camilleri would assume that position at Philip Morris International while current Philip Morris USA head Michael Symanczyk would become the new Chairman and CEO of Altria.

Regardless if the board approves any proposed spin-off, the fact that the company is recognizing the increasing opportunity in the international cigarette market definitely makes MO a stock worth watching in the coming months!

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Wendy's International (NYSE:WEN) has agreed to let a major shareholders have access to confidential financial information about the third-largest hamburger chain so he can decide whether or not to bid for the company, according to a Schedule 13D/A filing made today with the SEC.

Billionaire investor Nelson Peltz, who owns 9.8 percent of Wendy's, has been lobbying for a sale of the company to his own Triac which owns fast-food chain Arby's. In the past, he has indicated a willingness to pay between $37 and $41 per share in a deal worth $3.2 billion to $3.6 billion.

Wendy's agreed today to provide Peltz and Triarc with critical financial information that will enable them to evaluate a potential bid on the condition that they do not acquire any more shares in the company before December 1, 2007. Shares in the company moved up over 3 percent today on the news.

Shareholders - disappointed with the stalling share price recently - are hoping that the company can reach an agreement to be sold. Whether or not we will see an offer for the company remains to be seen, but this is definitely a stock to watch during the next few months!

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A major Fleetwood Enterprises' (NYSE:FLE) shareholder asked the board to consider selling the company to rival RV and manufactured house maker Champion Enterprises (NYSE:CHB), according to a Schedule 13D/A filing made with the SEC yesterday.

SLS Management, which owns about 11.8 percent of the company, said in a letter to the board that the company has significant intrinsic value and has taken steps to unlock value but has remained unprofitable with a high cost structure.

SLS Managing Member Scott L. Swid argued that the best solution to unlock value would be a tax-free merger with rival Champion Enterprises, which would create $600 million - or about $3/share - in value for shareholders of both companies due to an "ideal overlap" of manufacturing facilities.

"The most uniquely compelling aspect of the combination of Fleetwood and Champion is their ideal overlap of manufacturing facilities," Swid wrote. "We believe the synergies and efficiencies of this combination would result in a combined annual savings of $60 million."

The activist hedge fund believes that the combined company could close 11 plants without exiting any market, which would result in significant cost savings and improved operating efficiency. Whether or not this transaction is consummated remains to be seen, but it is definitely a stock to watch!

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Problems with the mortgage and credit markets may have many individual investors worried but insiders appear confident in a turnaround. During the past eight weeks, insiders have been net sellers of a very low $300 million daily, according to their form 4 filings with the SEC. This number is down from a $470 million per day average since problems arose in July.

So, what stocks are insiders buying the most? The answer: banks and insurance companies. That's right - insiders are buying up the same stock that rest of the market is selling! In fact, not since 1995 have so many chief executives bought so many shares in their own companies as in this month. Many analysts see this as a strong buy signal and a clear indication that they are confident in a turnaround.

Among the biggest buyers were chief executives in companies like Wachovia (NYSE:WB), American Express (NYSE:AXP), CIT Group (NYSE:CIT), and American Capital Strategies (NDAQ:ACAS). Meanwhile, several mutual funds have increased their exposure in these same companies betting alongside insiders that shares will recover from their current extremely discounted levels.

In the end, the best opportunities are always present once blood is on the streets. The public is afraid, hedge funds have sold out, and now insiders are on the move buying up all the cheap shares. Opportunistic investors may now want to do the same while shares are still cheap...

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Tyco Electronics (NYSE:TEL) is finally beginning to catch the attention of value investors after its rough start as a public company. The Tyco spinoff is trading well off of its initial offering price, continues to be valued below its peers, and has only one analyst recommending a buy. So, why is Tyco Electronics a stock worth watching? Let's take a look...

Tyco Electronics shares are currently trading around 10% below its initial offering at around $36.50. The stock is trading at around 16x forward earnings compared to an industry average 21x, which means it is trading at a discount to its peers. This is despite a healthy cash flow with a 6% free cash flow yield. So fundamentally, this company is relatively healthy and trading at a discount to its peers.

Tyco Electronics has also seen some significant insider buying this month. Thomas Lynch purchased almost $680,000 worth of stock on August 13th while two other insiders purchased an addition $110,000 worth of stock shortly afterwards. Meanwhile the company has seen no insider selling, which indicates that insiders are confident in future prospects.

Finally, Tyco Electronics is unique in that it is a spinoff company, which have historically outperformed the overall stock market. A Thompson Financial study of spinoffs dating back to 1996 found that the average spinoff company fell during the first month but recovered to an 8% gain after six months and a 12% gain after twelve months. These returns are far in excess of average stocks!

This tendency is attributed to the fact that parent company shareholders often do not want shares in the new company and sell their shares. This unjustified selling pressure pushes down share prices despite decent fundamentals, which creates buying opportunities in the early months after a spinoff. Tyco Electronics is no different; however, the current market conditions have pushed this move even lower despite decent fundamentals. And this has created a great value play that investors are just now starting to notice!

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H&R Block (NYSE:HRB) shareholders are gearing up for this years September 6th board meeting where they will be faced with a decision whether or not to vote for incumbent board members or a new slate of three directors proposed by ex-SEC head Richard Breeden's hedge fund, Breeden Capital Partners. Shareholders are hoping that these new directors can implement a series of changes designed to jump the company's stagnant share price.

Richard Breeden, who owns a 1.8% stake in the company, has attracted widespread support for his proposal to narrow the company's focus to just tax preparation services by divesting everything else. The company's long history of failed diversification efforts has frustrated many investors and led to a stagnant share price that has many ready for change. Among other things, Breeden demanded that the company shut down its thrift division and focus on selling off its mortgage businesses while focusing on tax preparation services.

Unfortunately, the poor credit markets might prove to be a hurdle for any move to divest. H&R Block's current deal to sell its One Mortgage unit to Cerberus Capital Management was recently delayed until December 31st, which has many worried that the deal will fall through. Meanwhile, many other financial and strategic buyers are finding it very difficult to obtain financing. The company's business units may also prove to be too small for spin-offs onto the public market.

Shareholders and analysts seem unphased, however, after three proxy advisory services recently came out in support of his candidates while other activists holding a cumulative 15% of the outstanding shares are also expected to vote in favor of change. Whether or not Breeden is successful remains to be seen; however, this is definitely a stock to watch given his past success in activist situations!

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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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