BHP Falls After Raising Rio Offer to $147 Billion

(Bloomberg) -- BHP Billiton Ltd., the world's largest mining company, tumbled in London trading after raising its hostile bid for Rio Tinto Group to $147 billion and reporting the first drop in profit in more than five years.

BHP declined as much as 6.4 percent in London and fell the most in 20 years in Sydney after increasing its offer 13 percent to 3.4 shares for every one of Rio Tinto's. The Melbourne-based company reported today its fiscal first-half net income unexpectedly slipped 2.4 percent to $6 billion, citing higher production costs and lower prices for some metals.

Chief Executive Officer Marius Kloppers sweetened the bid five days after Aluminum Corp. of China, China's biggest aluminum company, bought a stake in Rio to block the takeover. The combination of BHP and Rio, the world's largest mining industry takeover, would cut operating costs in Western Australia and vie with Brazil's Cia. Vale do Rio Doce as the world's largest supplier of iron ore.

``BHP would not have been surprised by the emergence of the Chinese, but it has forced them to indicate they're serious about pursuing this deal,'' said Richard Dennis, a fund manager at Bournemouth, U.K.-based Wessex Asset Management, which has $490 million invested in natural-resource stocks. ``There will be another bid to come from BHP if they are to get final acceptance.''

BHP dropped as much as 102 pence to 1,495 pence, the biggest slide in more than two weeks, and was 4.6 percent lower at 1,523 pence as of 11:28 a.m. on the London Stock Exchange. Earlier it slumped 7.5 percent on the Australian Stock Exchange, the biggest decline since December 1987, amid a plunge in Asian stocks.

`Ratio Makes Sense'

Rio fell 14 pence, or 0.3 percent, to 5,420 pence in London. The shares traded at a premium of 2.7 percent over the value of the bid, based on BHP's current share price. Aluminum Corp. of China Ltd., or Chalco, Chinalco's publicly traded unit, declined as much as 12 percent in Hong Kong trading.

State-owned Chinalco and Alcoa Inc. paid 6,000 pence ($117.85) a share for a 9 percent stake in Rio last week. That equated to 4.1 BHP shares for every one of Rio's London shares compared with BHP's initial three-for-one offer.

``Rio should be having a discussion,'' Don Williams, who helps manage $1.3 billion at Platypus Asset Management, said by phone from Sydney today. He sold half of Platypus's Rio holding on Feb. 4 after the Chinalco and Alcoa transaction. ``This ratio makes sense.''

BHP's bid values Rio at 13.6 times earnings before interest and tax, compared with the 13.7 times that Rio paid for Alcan Inc. last year.

Moody's Investors Service may cut BHP's fifth-highest investment-grade ranking of A1 following the offer, the credit assessor said in a statement. Standard & Poor's today affirmed BHP's rating and said the outlook was ``negative.''

Debt Risk

The risk of BHP and Rio defaulting on their debt, as measured using credit-default swaps, increased to records. Contracts on the BHP bonds, which rise as perceptions of credit quality deteriorate, gained 17.5 basis points to a record 110 basis points at 5:18 p.m. in Sydney.

BHP's debt will increase almost seven times to about $85 billion should the takeover proceed, said Anita Yadav, head of credit and hybrid research at UBS AG in Sydney.

Credit-default swaps on Rio Tinto's debt increased 10 basis points to 110 basis points. The price means it costs $110,000 to protect $10 million of debt from default for five years.

BHP, which made an initial approach in November, had until today to formalize its offer or walk away for six months after a U.K. Takeover Panel ruling.

Possible Counter Bid

Chinalco may be preparing a counter bid, the London-based Times newspaper said, citing unidentified people. Lu Youqing, vice president of Chinalco, wouldn't comment on the newspaper report when contacted by telephone. Chinalco and Alcoa said in a statement today they will ``closely monitor further developments.''

``What BHP faces is not just a state-owned company, but a country,'' Geoffrey Cheng, a Hong Kong-based mining analyst with Daiwa Institute of Research (HK) Ltd., said by telephone. ``I don't think Chinalco will make a general offer for Rio Tinto as it may face many regulatory hurdles.''

China needs raw materials to feed an economy that grew 11.4 percent in 2007, the fastest in 13 years. The nation's biggest commodity companies, including Chalco, have said they're concerned the combination would concentrate supplies and may wield too much pricing power.

``This is our first and only offer,'' Kloppers said in the media teleconference. ``We absolutely want full control of this company,'' Kloppers, 45, said. He wouldn't say whether it would be the final offer, a declaration that would prohibit him from raising the bid.

 

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Goldman's Viniar Says `Fear Overwhelms Greed' in Credit Markets

(Bloomberg) -- U.S. credit markets are trading ``like we're in the middle of the worst recession we've seen in a very, very long time,'' Goldman Sachs Group Inc. Chief Financial Officer David Viniar said at an investor conference today.

``There is a lot of liquidity out there, but people are very hesitant to use it,'' Viniar said at the conference in Naples, Florida, sponsored by Credit Suisse Group. ``Within the credit markets, fear has overwhelmed greed.''

Goldman, the most profitable securities firm in Wall Street history, is down 12 percent in New York Stock Exchange trading this year on concern a weakening economy will damp revenue from investment banking, trading and fund management. The level of interest from investment-banking clients is ``very high,'' though the economy will determine whether deals get done, Viniar said.

Viniar, 52, also said he expects to see a plan devised that will help the monoline bond insurers, which are facing potential rating downgrades.

``It is likely that you will see some solutions to what's going on with the monolines,'' he said. ``You have a number of companies who are involved in a lot of different things, so I think it's going to be more complicated'' than the industry bailout of hedge fund Long-Term Capital Management LP in 1998.

 

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U.S. Productivity Increases 1.8%, More Than Forecast

(Bloomberg) -- Worker productivity in the U.S. grew more than forecast in the fourth quarter as companies cut employees' hours at the fastest pace in almost five years.

Productivity, a measure of employee efficiency, rose at an annual rate of 1.8 percent, after a 6 percent pace in the third quarter, the Labor Department said today in Washington. The median forecast in a Bloomberg News survey was for a 0.5 percent gain. Labor costs rose less than forecast, the figures showed.

Businesses are trimming staff to control expenses as the economy hovers on the verge of the first recession since 2001. That may help keep consumer prices in check, giving Federal Reserve policy makers more leeway to lower interest rates, economists said.

``Productivity still looks fairly healthy and labor costs are tame,'' said James O'Sullivan, a senior economist at UBS Securities LLC in Stamford, Connecticut. ``This gives the Fed more flexibility to respond to weakness in growth. It certainly looks like there is more easing to come.''

The median forecast for productivity was based on 71 estimates in a Bloomberg News survey. Projections ranged from a drop of 0.6 percent to a gain of 2.7 percent.

Treasury notes, which had fallen earlier in the day, stayed lower after the report. Ten-year yields advanced to 3.59 percent from 3.57 percent late yesterday.

Labor Costs

Unit labor costs, which are adjusted for gains in efficiency, rose 2.1 percent after dropping 1.9 percent in the prior three months. Economists in the Bloomberg survey had projected a 3.5 percent increase.

Hours worked dropped at a 1.5 percent pace, a second consecutive decline and the biggest since the first three months of 2003.

Compensation for each hour worked increased at an annual rate of 3.9 percent, compared with a 4 percent gain the prior quarter.

Productivity for all of 2007 rose 1.6 percent after increasing 1 percent the previous year. Labor costs rose 3.1 percent, the most since 2000.

Productivity at non-financial corporations, a measure watched by former Fed Chairman Alan Greenspan, rose at a 3.7 percent rate in the third quarter after rising 2.1 percent in the prior three months. The figures are released with a one- quarter lag.

Among manufacturers, productivity increased at a 2.5 percent pace last quarter, following a 4 percent gain.

Productivity gains may be harder to come by as the economy weakens because businesses are usually slow to reduce staff, economists said.

Slower Growth

Economic growth slowed to an annual rate of 0.6 percent in October through December, down from a 4.9 percent pace in the third quarter, according to government figures last week. A report from the Institute for Supply Management yesterday showed service industries unexpectedly contracted in January at the fastest pace since the 2001 recession.

Still, some businesses have already reacted to the demand slowdown. Companies added 1,000 workers to payrolls in January, while government agencies reduced staff. The economy lost 17,000 jobs overall, the first decline in more than four years. Hourly wages rose 0.2 percent last month, less than economists had forecast.

Labor expenses account for about two-thirds of the cost of producing a good or service.

 

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Wall St eyes bounce at open on media profits

(Reuters) - Stocks headed for a higher open on Wednesday as profits from Walt Disney Co (DIS.N: Quote, Profile, Research) and Time Warner Inc (TWX.N: Quote, Profile, Research) pointed to strength in earnings outside of the financial sector.

In economic news, U.S. productivity in the fourth quarter rose at a stronger-than-expected pace as the biggest cutback in working hours in nearly five years helped restrain growth in labor costs, the Labor Department said.

The market was poised to rise a day after recession fears sent Wall Street and markets in Europe tumbling, while overnight markets in Asia also slid.

"It's probably the natural inclination of markets to try to bounce after a bad day," said Peter Boockvar, equity strategist at Miller Tabak & Co in New York. "There's no question that Disney helped and productivity numbers coming in better than expected didn't hurt either."

S&P 500 futures rose 4.7 points and were above fair value, a mathematical formula that evaluates pricing by taking into account interest rates, dividends and time to expiration on the contract.

Dow Jones industrial average futures were up 20 points. Nasdaq 100 futures rose 6.5 points.

In deal news, global miner BHP Billiton Ltd/Plc (BHP.AX: Quote, Profile, Research) launched a hostile $147.4 billion bid for rival miner Rio Tinto Ltd/Plc (RIO.AX: Quote, Profile, Research) on Wednesday, ending months of speculation and setting the stage for the world's second-largest takeover.

 

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Wachovia accused of aiding telemarketing fraud

(Reuters) - Wachovia Corp (WB.N: Quote, Profile, Research), the fourth-largest U.S. bank, is fighting a lawsuit accusing it of letting fraudulent telemarketers use its accounts to bilk millions of dollars from consumers, court papers show.

Documents filed last month in the U.S. District Court in Philadelphia, also reported in the February 6 edition of The New York Times, detail accusations the bank and its lawyers knew about the fraud allegations for years.

The plaintiffs accused Wachovia of allowing some "payment processors" to create authorized, unsigned checks on behalf of telemarketers to withdraw funds from customer accounts between 2003 and 2006, court papers show.

They also accused Wachovia of trying to win or retain business from companies that it knew were accused of telemarketing fraud, despite being alerted by other banks about the deceptive activity, the papers show.

The original complaint was filed last April. Plaintiffs are seeking class-action status on behalf of at least 346,000 victims they say lost millions of dollars, the documents show.

Wachovia has sought to dismiss the complaint.

 

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BHP raises Rio bid; no immediate Chinese riposte

(Reuters) - BHP Billiton Ltd/Plc (BHP.AX: Quote, Profile, Research) launched a hostile $147.4 billion bid for rival miner Rio Tinto Ltd/Plc (RIO.AX: Quote, Profile, Research) on Wednesday, ending months of speculation and setting the stage for the world's second-largest takeover.

BHP hopes to sell Rio shareholders its idea of assembling a super miner, supplying the lion's share of the world's industries with millions of tonnes of minerals, but runs the risk of igniting a bidding war with Rio's largest shareholder, state-run aluminum group Aluminum Corp of China (Chinalco).

BHP (BLT.L: Quote, Profile, Research) sweetened its initial approach by 13 percent, offering 3.4 of its shares for every Rio (RIO.L: Quote, Profile, Research) share after a November proposal of three shares for one failed to persuade the Rio board to bless a friendly tie up.

"Rio Tinto shareholders will now decide," BHP Chief Executive Marius Kloppers told reporters. He added: "This is our first and only offer," though he later would not say if that meant it was the final one.

Some analysts doubted the sweetened bid would be enough to win Rio and create the world's third-richest company, ranked behind only Exxon Mobil (XOM.N: Quote, Profile, Research) and General Electric (GE.N: Quote, Profile, Research).

"It's a lot fairer than the offer we've had before, (but) it's by no means a knock-out offer," said Bertie Thomson, a fund manager at Aberdeen Asset Management (ADN.L: Quote, Profile, Research), who holds both Rio and BHP shares.

"Given our market conditions and the outlook, if you look at comparative mergers and acquisitions, it probably is not going to get there," said Ken West, a Perennial Growth Management partner.

 

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Yahoo Owners May Prefer Microsoft Bid to Google Fight

 (Bloomberg) -- Jerry Yang, who pledged last year to lead his team of ``Yahoos'' to victory, may find investors would rather team up with Microsoft Corp.

Yahoo! Inc. rose the most since its first day of trading when Microsoft offered $44.6 billion for the company, the second-most popular search engine, on Feb. 1. Yang, who returned as Yahoo's chief executive officer to try to reverse a two-year stock slump, had presided over a 32 percent drop before the bid.

Microsoft said Yahoo executives snubbed its overtures last year in favor of tackling Internet search leader Google Inc. independently. Yahoo's stock performance shows investors don't embrace that strategy and that Yang's promises to revamp the company's search engine and gain on Google were in vain.

``It's hard to look shareholders in the eye and say it doesn't make sense,'' Robert Doll, chief investment officer of global equities at BlackRock Inc. in Princeton, New Jersey, said of Microsoft's unsolicited offer. ``There won't be a whole lot of options for Yahoo.'' He oversees $1.3 trillion in assets, including stock in Microsoft, the world's biggest software maker.

Microsoft's $31-a-share bid came three days after Sunnyvale, California-based Yahoo posted an eighth straight quarter of declining profit and projected sales that trailed most analysts' estimates.

Shares Gain

Yahoo was trading at $19.18 before the offer. The shares rose 48 percent in Nasdaq Stock Market trading on Feb. 1 and advanced 95 cents to $29.33 at 4 p.m. New York time today. Microsoft fell 26 cents to $30.19, while Google dropped $20.47 to $495.43.

Google Chief Executive Officer Eric Schmidt called Yang to suggest a potential partnership between the two companies to thwart Microsoft's bid, the New York Times and the Wall Street Journal reported today, citing people familiar with the matter.

``Yahoo has a lot of options, and you can look at what analysts have said about those options,'' spokeswoman Diana Wong said when asked about the Journal's report. Yahoo said in a statement on Feb. 1 that it will review the offer ``promptly.''

Yang, 39, agreed to take over at Yahoo in June, replacing Terry Semel, after its share of Web searches tumbled and the company lost out on sales of graphics-based ads mainly to social-networking sites like News Corp.'s MySpace and Facebook Inc.

In Semel's six years at the helm, he built Yahoo's online ad business through acquisitions and internal development. While the shares jumped almost sevenfold under his watch, Google's rising dominance led the stock to plunge 35 percent in 2006, and investors began calling for Semel to resign.

Yahoos Rally

``I'm ready to rally our near-12,000 Yahoos around the world,'' Yang said on a conference call when he took over. He planned to foster ``a winning culture, while strengthening our leadership team to galvanize Yahoos around our goals.''

Microsoft's bid came too soon for Yang to prove himself, said Ellen Siminoff, who worked with him at Yahoo for seven years and now leads Mountain View, California-based Efficient Frontier, which helps companies advertise on search engines.

``It's hard to get any sort of change that quickly,'' Siminoff said. ``He would rather sell having fixed the company than sell after a perception of weakness.''

Microsoft chose Yahoo as a partner after repeatedly coming in a distant third in Internet searches and failing to bolster advertising revenue on its own. Yahoo would give Redmond, Washington-based Microsoft the most popular group of Web sites in the U.S., which reach about 500 million people worldwide.

Reviewing the Deal

The U.S. Justice Department is ``interested'' in reviewing the antitrust implications of the deal, agency spokeswoman Gina Talamona said last week. Neelie Kroes, commissioner of competition for the European Commission, said her agency also would scrutinize a Microsoft-Yahoo deal.

The offer ``raises troubling questions'' for Web users, Google said yesterday, questioning whether Microsoft would seek to exert ``inappropriate'' influence over the Internet. Microsoft General Counsel Brad Smith disputed the claims in a statement.

Microsoft and Yahoo explored ways to work together in late 2006 and early 2007, according to a letter by Microsoft CEO Steve Ballmer to the Yahoo board dated Jan. 31. Yahoo rejected the idea of being taken over by Microsoft a year ago, according to Ballmer, 51.

``I doubt that Jerry and David want to sell Yahoo,'' said Mark Cuban, the billionaire owner of basketball's Dallas Mavericks, who sold Broadcast.com to Yahoo in 1999. ``But this is a very smart move for Microsoft. There will surely be a ton of duplication on the technology side, which should cut costs significantly.''

Next Step

The offer from Microsoft is one of many options Yahoo is evaluating, Yang and Chairman Roy Bostock said in a Feb. 1 e- mail to employees obtained by Bloomberg News. The board will respond after reviewing the alternatives, they said. If Yahoo accepts the deal, Yang stands to get about $1.6 billion in cash or Microsoft stock for his 52.8 million shares.

Microsoft may seek to oust Yahoo board members should they reject its offer, said a person familiar with the matter, who asked not to be identified. Under Yahoo's bylaws, stockholders must nominate directors by March 13, ahead of the company's annual meeting, the person said. Microsoft spokesman Frank Shaw declined to comment. Wong didn't immediately return a voicemail message.

Yahoo's advisers, Goldman Sachs Group Inc. and Lehman Brothers Holdings Inc., are approaching other potential bidders in search of a higher offer, the New York Times reported Feb. 2.

 

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