Target blocks meeting web cast; Cougar takeover needs minimal review; Logility set for buyout

By Cristal Cody

Tupelo, Miss., May 22 - Target Corp. intends to block any broadcast of its annual shareholders meeting where the results of a proxy fight with a dissident shareholder will be revealed, the retailer told Prospect News on Friday.

Moving to deals, Johnson & Johnson's $970 million cash buyout of Cougar Biotechnology, Inc. should only need regulatory clearance through its filing under the Hart-Scott-Rodino Antitrust Improvements Act, the company told Prospect News on Friday.

Also on Friday, American Software, Inc. launched a cash tender offer for the remaining outstanding shares of Logility, Inc. for $7.02 a share in cash, which investors are expected to accept, an analyst said in an interview.

Meanwhile, an initial rally on Wall Street fizzled and stocks fell ahead of the three-day weekend. The markets will be closed on Monday in observance of Memorial Day.

The Dow Jones Industrial Average lost 14.81 points, or 0.18%, to close at 8,277.32.

The Standard & Poor's 500 index fell 1.33 points, or 0.15%, to 887.00, and the Nasdaq Composite index closed down 3.24 points, or 0.19%, at 1,692.01.

Target sets defense

Target spokesman Barb Andres said in an interview Friday that the company will not web cast the annual shareholders meeting or "broadcast in any form."

The 2009 annual meeting will be held on Thursday at a new Target store in Waukesha, Wis.

The Minneapolis-based retailer has web cast the annual stockholders' meetings for several years, she said.

"We're just not this year," Andres said.

Target continued to urge shareholders on Friday to support the company's four nominees up for re-election and to set the size of the board at 12 members.

William Ackman, who heads Pershing Square Capital Management LP, has a heated fight underway with current management after the retailer rejected his proposal to spin off Target's assets into a real estate investment trust.

Target operates 1,698 Target stores in 49 states.

Pershing Square, which owns 7.80% of Target's outstanding stock, has five nominees up for Target's board.

Proxy advisory firms RiskMetrics Group, Inc. and Proxy Governance, Inc. recommended Target shareholders elect two of Ackman's nominees, while Glass Lewis & Co. recommended in favor of all of Target's nominees.

Target shares dropped 86 cents, or 2.07%, to close Friday at $40.74.

Johnson & Johnson's latest buy

Johnson & Johnson said late Thursday it plans to acquire Cougar Biotechnology, a Los Angeles-based biopharmaceutical firm focused on oncology, for $43.00 a share.

The boards of directors of both companies have approved the transaction.

Johnson & Johnson spokesman Bill Price told Prospect News that the HSR filing is the only major regulatory approval needed for the deal.

No date has been set yet for New Brunswick, N.J.-based Johnson & Johnson to launch the tender offer, Price said.

The transaction is expected to close in the third quarter of 2009.

Cougar Biotechnology shares jumped $5.84, or 15.79%, to close Friday at $42.82.

Johnson & Johnson's stock lost 22 cents, or 0.40%, to $54.77.

Tender offer opens for Logility

American Software's cash bid for Logility shares at $7.02 each represents a premium of about 40% compared to the stock's $5.00 closing price on March 18, the last trading day before a potential offer was announced.

The bid is valued at about $90.5 million.

Logility said Friday in a statement that the board's special committee unanimously agreed that the offer is fair to shareholders.

Jackson Spears, an analyst with the Robins Group, told Prospect News on Friday that investors are expected to tender their shares.

"Sure, wouldn't you? It reduces operating expenses and the public company costs of Logility," he said.

American Software, an Atlanta-based business software company, already owns about 88% of outstanding shares of the supply chain management software firm.

"Full ownership of Logility will allow us to fully realize cost synergies and improve operational efficiencies by reducing complexity and eliminating duplication in finance and accounting functions," James C. Edenfield, president and chief executive officer of American Software, said in a statement.

The tender offer expires on June 22.

Logility's stock closed unchanged on Friday at $6.97.

American Software shares rose 1 cent, or 0.20%, to close at $4.90.

Mentioned in this article:

American Software, Inc. Nasdaq: AMSWA

Cougar Biotechnology, Inc. Nasdaq: CGRB

Johnson & Johnson NYSE: JNJ

Logility, Inc. Nasdaq: LGTY

Target Corp. NYSE: TGT

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