The Cybersecurity Tipping Point

Now Morgan Stanley joined a growing list of prominent corporate brands to suffer data breaches, after one of his financial advisors stole the information of as many as 350,000 wealth management clients. Many other large companies including Adobe Systems, Automated Data Processing, Citigroup, E*Trade Financial, Fidelity Investments, Home Depot, HSBC, JPMorgan Chase, Nasdaq OMX, Neiman Marcus, Sony, Target and Wal-mart had suffered high-profile cyber security breaches. Who is next? Edgar Perez, author of Knightmare on Wall Street, will discuss what consumers and investors need to learn from these cybersecurity incidents in the United States at Cyber Security World Conference 2015 New York City, on January 9. More information at http://cybersecurityworldconference.com.

California Olive Ranch Acquires Lucini Italia Olive Oil

California Olive Ranch, the largest producer of extra virgin olive oil in the United States announces its acquisition of Lucini Italia, a leading producer and importer of premium Italian extra virgin olive oils. In the equity transaction seller Molinos USA retains a significant minority share in the combined company.  California Olive Ranch and Lucini Italia will continue to operate under their own labels. The company will maintain its headquarters in Chico, California.

 

California Olive Ranch CEO Gregg Kelley says:

Lucini shares our standards of quality and authenticity and will continue California Olive Ranch’s mission to bring genuine and delicious extra virgin olive oil to the American consumer. We see strong growth in the premium segment in coming years and we think these two brands are best positioned to prosper as consumers trade up to better quality.

Like wine, olive oils vary according to soil, climate and olive varietal.  Our merger with Lucini will allow us to offer the American olive oil consumer a wider variety of trustworthy oil.  This transaction also allows us to enter the sauce, vinaigrette, and vinegar categories with Lucini’s portfolio of quality products.

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Silver Eagle Acquisition Corp., Led By Harry Sloan And Jeff Sagansky, Announces Agreement With Videocon d2h, Creating Only US-Listed Indian Pay-TV Operator

Silver Eagle Acquisition Corp. (OTCQB: EAGL; EAGLU; EAGLW), founded by Harry Sloan and Jeff Sagansky, today announced that it entered into a transaction agreement on December 31, 2014 with Videocon d2h Limited, which will result in the first U.S.-listed Indian Pay-TV operator.  In exchange for cash, the Company will receive new equity shares of Videocon d2h initially valued at no less than $303.7 million representing no less than 33.5% of the equity capital of Videocon d2h.  The shares issued by Videocon will be represented by American Depositary Shares (ADSs) which will be distributed directly to Silver Eagle’s stockholders.

Videocon d2h is the fastest growing direct-to-home (DTH) broadcast operator in India as measured by new subscribers.  Videocon d2h distributes over 500 digital television channels and other video and audio services to subscribers via direct satellite feeds.  Videocon d2h commenced DTH operations in July 2009 and has since grown to a gross subscriber base of 11.8 million and a market share of 16.5% in the Indian DTH market as of September 30, 2014. For the fiscal year ended March 31, 2014, and the six months ended September 30, 2014, Videocon d2h had approximately 27.7% and 26.1%, respectively, of the incremental market share of the DTH subscriber base in India.

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Calumet Specialty Products Partners, L.P. to Attend Upcoming Investor Conferences

Calumet Specialty Products Partners, L.P. (CLMT), a leading independent producer of specialty hydrocarbon and fuels products, today announced that members of management will attend the following upcoming investor conferences:

Goldman Sachs Global Energy Conference
January 8, 2015
InterContinental Hotel – Miami, FL

UBS MLP One-on-One Conference
January 14, 2015
St. Regis Deer Valley – Park City, UT

Calumet’s latest investor presentation will be provided at each of these conferences.  Prior to Calumet’s attendance at the listed conferences, the Partnership will post an electronic copy of the presentation it intends to use in the “Investor Relations” section of the Partnership’s corporate website at www.calumetspecialty.com.

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Dawson Geophysical And TGC Industries Announce Filing Of Definitive Proxy Materials And Commencement Of Mailing Definitive Proxy Materials To Their Respective Shareholders

Dawson Geophysical Company (Dawson) (DWSN) and TGC Industries, Inc. (TGC) (TGE) today announced that TGC has filed a definitive joint proxy statement/prospectus with the Securities and Exchange Commission (SEC), and that Dawson and TGC have commenced mailing of definitive proxy materials in connection with the proposed strategic business combination between Dawson and TGC.

In connection with the proposed merger, Dawson and TGC will each hold special meetings of their respective shareholders on Monday, February 9, 2015.  The special meeting of Dawson shareholders will be held at 3:00 p.m. central time at the offices of Baker Botts L.L.P. at 2001 Ross Avenue, Suite 1100, Dallas, Texas and the special meeting of TGC’s shareholders will be held at 2:00 p.m. central time at the offices of Haynes and Boone, LLP at 2323 Victory Avenue, Suite 700, Dallas, Texas.  Shareholders of record as of the close of business on December 29, 2014, will be entitled to vote at the special meetings.

Stephen Jumper, President and Chief Executive Officer of Dawson, said: “We believe the strategic business combination of these two companies, with over 100 years of existence in the seismic data acquisition industry between them, is in the best interest of the combined shareholders, clients and employees. The combined company puts together two management teams, each with a history of navigating the cyclical nature of the industry, maintaining a strong, conservative balance sheet, and having industry leading technology and talented expertise in various areas of operation.”

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Confluence Outdoor Acquires Boardworks

Confluence Outdoor, the industry’s leading watersports company, has acquired Boardworks, a premier surf and stand up paddle board company based in Carlsbad, California.

Boardworks’ product line includes paddle boards, surf boards, paddles, and accessories under theBoardworks brand name as well as Infinity, Badfish,Morrelli & Melvin, Hynson, Strive, and Hansen.

“We have been carefully and patiently watching the SUP market since it emerged as a growth category in our industry several years ago,” said Sue Rechner, President and CEO of Confluence Outdoor. “We knew SUP would be an integral part of our strategic plan, and we have enjoyed watching the success of Boardworks as we worked towards entering this category. Boardworks has established itself as a true leader and innovator and we are excited to welcome them into the Confluence family of brands. We know this new partnership will provide an even more well-rounded set of offerings to our consumers and will enhance our ability to foster passion and enthusiasm for outdoor adventure.”

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Quindell in talks over possible sale of division

Quindell is exploring the sale of parts of its business, as the UK insurance claim processor attempts to focus on generating cash.

The company has been a target for short sellers that have raised doubts about its business model and have pointed specifically to cash flow as an issue. Quindell said on Friday it had “entered into exclusivity arrangements with a third party in respect of the possible disposal of an operating division of the group”.

It declined to give details on what part of the company was up for sale, but its main operating divisions include professional services, which contains the main insurance claims business, and digital solutions, which develops products such as telematics for cars that report on vehicle performance.

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Top GFI staff seek exit clause if rival BGC bid succeeds

More than 100 senior employees at GFI Group, the US interdealer broker, are seeking changes to their contracts that would allow them to leave the company if a hostile takeover bid by rival BGC Partners is successful.

Dozens of the GFI’s top desk heads and producers have expressed their concern to management in recent months about a BGC purchase, said two people familiar with the situation.

Many are worried about working within BGC’s corporate culture, which incentivises employees via a partnership structure unique in the industry and could lead to bonus cuts.

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Caesars Entertainment’s New Corporate Structure and Governance

Restructuring

Caesars Entertainment’s (CZR) operating unit, Caesars Entertainment Operating Company (or CEOC), will restructure as a separate operating company (or OpCo) and property company (or PropCo), with a real estate investment trust (or REIT) directly or indirectly owning and controlling PropCo.

PropCo will own all of CEOC’s real property. A separate subsidiary of PropCo will own all the assets of Caesars Palace Las Vegas (or CPLV).

CEOC’s board composition

OpCo will have three board members, with CZR appointing either two or three such members, depending on whether it owns 90% or more of the equity. If CZR appoints all three members, then one member will be independent.

The REIT will have seven board members, with the holders of the first lien notes appointing either six or seven of the members, depending on whether the first lien note holders own 90% or more of the equity.

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Benzinga’s Weekend M&A Chatter

The following are the M&A deals, rumors and chatter circulating on Wall Street for Friday January 2 through Sunday January 4, 2014

Perfect World Reports Chairman’s Preliminary Non-Binding ‘Go-Private’ Offer of $20/ADS

The Offer:
Perfect World Co., Ltd. (NASDAQ: PWRD) announced Friday, that its board of directors has received a preliminary non-binding proposal from its founder and chairman, Mr. Michael Yufeng Chi, to acquire all of the outstanding shares of Perfect World he does not currently own, in a going private transaction for $20.00 per ADS ($4.00 per ordinary share) in cash.

Perfect World’s Board has formed a special committee of independent directors to consider the proposal.

Perfect World shares closed Friday at $19.25, up 22%.

Kindred Acquires Centerre Healthcare for $195M

The Deal:
Kindred Healthcare, Inc. (NYSE: KND) announced Friday, that it has completed the previously announced acquisition of Centerre Healthcare Corporation for approximately $195 million in cash.

Kindred Healthcare shares closed Friday at $17.77, down more than 2%.

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