M & A wrap: Merger Monday


Health insurer Cigna will buy HealthSpring for about $3.8 billion to jump-start its business selling Medicare plans for the elderly. Oracle struck a deal to buy RightNow Technologies for around $1.5 billion, agreeing to pay a nearly 20 percent premium for the cloud-based customer service company. The FBI is probing the massive advisory fee involved in Olympus Corp’s takeover of a British company, a media report said, in a deepening scandal that has wiped out more than half the company’s value. Groupon faces its toughest sales pitch this week when the daily deals website launches a roadshow to persuade investors to buy shares in its initial public offering. Banks will have a lot of egg on their face if they don’t get this deal done at a valuation high enough to make money for its late stage investors, a venture investor told the WSJ. Newsweek interviewed Raj Rajaratnam, the hedge fund tycoon convicted in the biggest Wall Street trading scandal in a generation. “Google has talked to at least two private-equity firms about potentially helping them finance a deal to buy Yahoo’s core business, according to a person familiar with the matter,” WSJ reports.

Appeals court zeroes in on Viacom-YouTube dispute


* Judges ask what issues would be disputed at a trialBy Grant McCoolNEW YORK, Oct 18 (Reuters) - In a copyright infringement case at the heart of media company battles to win Internet viewers, an appeals court grappled on Tuesday over whether to revive Viacom Inc’s landmark $1 billion lawsuit against Google Inc’s YouTube.Media conglomerate Viacom , appealing its June 2010 defeat in the litigation, said online video service YouTube willfully violated copyrights in allowing users to post television shows and movies.The purported violations over popular programs such as “South Park” and “SpongeBob SquarePants” took place between 2005 and 2008, the 2nd U.S. Circuit Court of Appeals heard. In early 2008, Google made available a filtering system to Viacom for uploading content so that if anyone tries to play one of its programs on YouTube, it is blocked.The three judges on the panel made no immediate ruling.Judge Jose Cabranes, in his questioning of lawyers for Viacom and YouTube, referred to “a series of statements of facts that need to be established” if last year’s ruling were to be reversed and returned to the trial court.In that ruling, U.S. District Judge Louis Stanton said it would be improper to hold Google and YouTube liable under federal copyright law merely for having a “general awareness” that videos might be posted illegally.At Monday’s hearing, Cabranes and the other judges raised issues including whether having “general knowledge” was material to the case and whether YouTube knew what copyright video users were infringing. Another matter of dispute was Viacom’s assertion that YouTube had a “no-action policy” until it received notices to cease and desist postings.YouTube lawyer Andrew Schapiro repeatedly told the court that there was no evidence “of a single clip that infringed copyright that YouTube did not take down” out of 63,000 clips at issue.For the past decade, media companies have sought to win Internet viewers without ceding control of TV shows, movies and music. The issue is more pressing with new devices on the market such as Apple Inc’s Apple TV and services like Netflix trying to bring TV and movies from the Internet to TV sets.In what was seen as a test of the 1998 Digital Millennium Copyright Act, Viacom sued YouTube four years ago. Stanton ruled that YouTube was protected under the statute because it took down videos posted by users when it received notices of violations.Viacom lawyer Paul Smith told the appeals court that the company believed “the judge didn’t understand the law” and that the ruling was “both practically and legally indefensible.”Viacom owns cable networks such as MTV and Comedy Central. The comedy channel programs “The Daily Show with Jon Stewart” and “The Colbert Report” were also cited in the case.In a related case against YouTube, a lawyer for The Football Association Premier League — English soccer’s globally popular top professional league — told the appeals panel that clips were made available “deliberately to get eyeballs.”“They knew what they were doing,” said the lawyer, Charles Sims. “They assessed the value of it and decided not to take a license out for it.”The cases are Viacom International Inc, et al v YouTube Inc, Google Inc, No. 10-3270 and The Football Association Premier League Limited et al v YouTube Inc, et al, No. 10-3342 both in U.S. Court of Appeals for the Second Circuit.

Singapore Stocks-Fall after Germany cautions on euro debt


* K-REIT Asia falls after rights issue planBy Charmian KokSINGAPORE, Oct 18 (Reuters) - Singapore shares sank 1.8 percent on Tuesday, led by rig builders and commodity firms, as comments from Germany cautioning against hopes for a quick solution to Europe’s debt problems tempered risk appetite.Oil rig makers Keppel Corp Ltd and Sembcorp Marine Ltd were amongst the hardest hit in the Straits Times Index (STI) , as investors took profit from cyclical stocks that were more volatile and as oil prices fell.At 0500 GMT, the STI was down 1.8 percent, or 49.07 points, at 2,729.90. Around 658.5 million shares worth S$523 million were traded, lower than 817 million shares worth S$575 million that changed hands by the same time on Monday.Germany’s finance minister, Wolfgang Schaeuble, said on Monday that even though European governments would adopt a five-point platform to address the crisis, a definitive solution would not be reached at the Oct. 23 European Union summit.”Over the last two weeks we saw a rally in global markets based on optimism that the Europe issue will be solved quickly,” said Ng Kian Teck, lead analyst at SIAS Research.”When Germany’s official said it won’t resolve so easily, markets took a hit, due to profit taking as it’s a good opportunity now to reduce exposure to risky assets.”He also added that he expects the STI, which is in overbought territory, could fall more before finding support at 2,700.Shares of Keppel, the world’s largest rig maker, fell 4.9 percent to S$8.58 by midday, while its smaller rival Sembcorp Marine saw its shares plunge 5.9 percent to S$3.85.”Oil and gas names are more cyclical, Keppel and Sembcorp Marine had one of the biggest run ups in the last few sessions. Naturally, they will be the first ones to take the hit when people take profits off the table,” said Ng.K-REIT Asia dropped 8.7 percent to S$0.94 after the company said it plans to raise S$976.3 million ($771 million) through a 17-for-20 rights issue.Most of the funds raised will go towards funding the acquisition of a office property, Ocean Financial Centre, in the city-state from its parent Keppel Land Ltd .Centurion Corp Ltd , formerly known as SM Summit, fell 25.9 percent to S$0.215, on the first trading day since its suspension after the placement of new shares following a reverse take over.The company said on Monday it had sold 100 million shares at S$0.21 each in a compliance placement, following a reverse takeover of SM Summit.

TEXT: S&P: Ratings On Sumitomo Trust Bank Series 3 RMBS Affirmed


— The transaction is ultimately secured by mortgage loan receivables originated by Sumitomo Trust & Banking Co.— Credit enhancement levels have increased, reflecting progress in principal redemption for the rated senior trust certificates. Also, the performance of the collateral pool has been within our assumptions.— We have affirmed our ‘AAA (sf)’ ratings on all senior trust certificates.TOKYO (Standard & Poor’s) Oct. 13, 2011—Standard & Poor’s Ratings Services today affirmed its ‘AAA (sf)’ ratings on all senior trust certificates issued under the Sumitomo Trust Bank Series 3 residential mortgage-backed securities (RMBS) transaction issued in March 2009 (see list below).Today’s rating action is part of our regular review. In analyzing the credit quality of the aforementioned transaction, we examined the performance data contained in the reports that we receive each month from the trustee.Following our review, we affirmed our ratings on all senior trust certificates because (1) the performance of the transactions’ underlying collateral pool has been within our initial assumptions, and (2) the levels of credit enhancement available have increased, reflecting progress in principal redemption for the senior trust certificates.The transaction is backed by a pool of mortgage loan receivables entrusted by Sumitomo Trust & Banking Co. Ltd. (A+/Stable/A-1), to a trust created with Norinchukin Trust & Banking Co. Ltd. The ratings on all senior trust certificates address the full and timely payment of interest and the ultimate repayment of principal by the transaction’s legal final maturity date of December 2045.RELATED CRITERIA AND RESEARCH”Rating Methodology For Residential Mortgage-Backed Securities In Japan,” published Aug. 19, 2007.RATINGS AFFIRMEDSumitomo Trust Bank Series 3 Residential Mortgage-Backed Trust Certificates JPY60 Billion Pass-Through Fixed-Rate Notes Due December 2045Class Rating Initial issue amountA Senior Trust Certs. AAA (sf) JPY30 bil.A1 Senior Trust Certs. AAA (sf) JPY11.8 bil.A2 Senior Trust Certs. AAA (sf) JPY18.2 bil.A Japanese-language version of this media release is available on Standard & Poor’s Research Online at www.researchonline.jp, or via CreditWire Japan on Bloomberg Professional at SPCJ .

UPDATE 1-Pacific Rubiales, Maurel & Prom sign JV for Peru block


Block 116 (or Lote 116) is spread over 6,600 square kilometres in the Santiago sub-basin located in the Peruvian Andean Foothills.The Canadian oil and gas producer, which has properties in South America, said it will drill two wells at the block and will assume costs of up to $75 million.Maurel & Prom has operations mainly in Africa and Latin America.Shares of Pacific Rubiales closed at C$22.60 on Tuesday on the Toronto Stock Exchange.