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Commercial Metals shifts stance and to review Icahn's offer

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"Consistent with its fiduciary duties, Commercial Metals' board, in consultation with its independent financial and legal advisers, will review the offer," the company said in a statement.

The company said the board intends to advise stockholders of its formal position regarding the tender offer within ten business days.

Earlier, in the day Icahn kicked off the tender offer and added he could seek a court order to compel Commercial Metals' board to remove a shareholders' rights plan that prevents him from raising his near-10 percent stake in the company.

Icahn, who controls about 10 percent of the company, is aiming to get the support of another 40 percent of shareholders to repeal the poison pill.

Commercial Metals shares were trading up 2 percent at $14.37 on Friday on the New York Stock Exchange. They are yet to touch the $15 offer price.

(Reporting by Swetha Gopinath in Bangalore; Editing by Supriya Kurane)

Brokerages cut Texas Instruments price targets

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Shares of the company, which makes chips for products ranging from cellphones to industrial equipment, were down 4 percent in early trade on Friday. They were trading down at $28.58 on Friday on the New York Stock Exchange.

The declines in TI's product lines have been larger than expected due to the macro environment, although OMAP -- a category of chip system used for portable and mobile multimedia applications -- continues to be strong, Needham analyst Vernon Essi wrote in a note.

The company's OMAP application processor is a current bright spot as design wins in the Samsung Galaxy Nexus and S2 (005930.KS), Motorola Droid Bionic (MMI.N), Amazon Kindle Fire (AMZN.O), and Barnes & Noble Nook (BKS.N) are buoying sales, FBR Capital Markets said.

Sales of TI's chips used in personal computers are down in the current (fourth) quarter, partly due to a shortage of hard-drives caused by recent flooding in Thailand.

"We continue to expect a seasonally weak first quarter likely marking the trough of the semiconductor cycle," Wedbush analysts wrote in a note.

(Reporting by Sruthi Ramakrishnan in Bangalore; Editing by Supriya Kurane)

Analysis: Gol bond rally seen limited as Delta deal falls short

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While Delta's investment of $100 million for a 3 percent stake will earn it a seat on Gol's board, it will not bolster the Brazilian airline's finances as much as bondholders hoped.

The benefits of codesharing and shared efficiencies between the airlines also pale in comparison to the takeover of rival TAM (TAMM4.SA)(TAM.N) by Chile's LAN Airlines LAN.SNLAN.N, which promises $400 million a year in cost savings.

Yields on Gol's dollar-denominated notes due in 2020 have tightened more than 70 basis points since Wednesday, when the alliance was announced, to 10.40 percent early on Friday. Yields move inversely to prices and decline as market risk perceptions of the bond improves.

But hopes that Gol's yields will converge to levels similar to those of TAM's comparable bonds will likely fade, as the rush of enthusiasm following the Delta deal wanes, according to fund manager Leonardo Kestelman of Dinosaur Securities in Sao Paulo.

"From a credit perspective, the TAM-LAN deal was more decisive," said Kestelman, who manages about $800 million in bonds. "The yield convergence process will be temporary since Gol and Delta didn't go as far as TAM did with LAN."

The deal does not significantly shift Gol's debt profile, he said. Delta's investment is a drop in the bucket compared to Gol's net debt of 2.6 billion reais ($1.4 billion), or about 8 times its operating earnings over the past 12 months.

TAM's net debt is about 5 times its operating profit. The yield on its dollar note due in 2020 is now 7.87 percent, representing a 2.54 percentage-point difference to Gol's yields. The difference was 3 percentage points on Monday, according to Thomson Global Markets data.

Bond investor Mark Christensen of DoubleLine Capital LP said Gol's cash position is stronger than TAM's, and its short-term debt exposure is lower, but investors would feel safer if Gol came entirely under the protection of a bigger player like Delta.

Gol's short-term debt represents only 9 percent of total liabilities, compared with 21 percent for TAM. Gol is rated B-plus by Standard & Poor's, one level above TAM's B rating.

"We're going to have a stronger balance sheet and capital structure," after the Delta deal, Gol's Chief Financial Officer Leonardo Pereira told analysts on a conference call.

TOUGH OUTLOOK

Gol could see gains in its bonds limited by challenges confronting the industry, as fuel costs have risen and a glut of new capacity has come onto the Brazilian market this year.

Air traffic growth is also slowing sharply in Brazil because of congested airports and consumers' cooling appetites in the face of higher ticket prices.

Citigroup analyst Stephen Trent said Gol is particularly hemmed in by available flight times at the busiest airports and has struggled to fill seats, flying emptier planes in October than its rivals.

Gol also suffers more from spikes in dollar-linked fuel prices than TAM, because it has more revenue denominated in Brazilian reais.

"Given the tough outlook for the sector, the chances of positive news flow that could trigger the tightening of Gol bonds seem to be limited in the short term, and both bonds are tending to trade sideways," Ciro Matuo, a credit market analyst with Itau BBA in Sao Paulo, wrote in a note to clients.

With Delta booking more passengers on its flights, Gol is hoping to boost its load factor, a gauge of seat occupancy, where it has lagged behind rivals even as the airline cut fares. Cost savings through the alliance could also improve measures of Gol's operating costs, which are running above TAM's.

The deal's biggest winner may be Delta, which gains much better access Latin America's leading air travel market and its attractive yields, a metric of ticket pricing.

Gol agreed to appoint a Delta representative to its board as long as the U.S. company retains a minimum 50 percent of the acquired shares. Delta agreed not to sell the stake within the next 12 months or to add to it without Gol's consent.

Headwinds in Brazil's air travel industry have driven a wave of consolidation, including Gol's deal to buy smaller rival WebJet and TAM's talks to buy a 31 percent share of TRIP, leaving fewer local partners for foreign carriers.

In announcing the alliance with Delta, Gol executives acknowledged that a codesharing agreement with American Airlines will end in September next year.

Delta's investment in Gol came just days after American Airlines' parent, AMR Corp (AMR.N), filed for bankruptcy, citing the carrier's uncompetitive cost structure.

Delta carried 15 percent of the passenger traffic between Brazil and the United States last year, trailing TAM and American, which both carried over 30 percent of passengers.

($1=1.81 reais)

GE ups dividend for fourth time in 18 months

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The series of increases -- totaling 70 percent -- were intended to signal that the world's largest maker of jet engines and electric turbines had recovered from the 2008-2009 financial crisis, when it slashed its payout to conserve cash.

But Chief Executive Jeff Immelt has cautioned investors that the Fairfield, Connecticut-based company aims to return to its historic practice of raising the dividend once per year, in line with earnings growth. GE aims to pay out 45 percent of earnings to shareholders through the dividend.

"Our balanced and disciplined capital allocation plan has enabled us to achieve important goals including increasing dividends, redeeming the preferred stock held by Berkshire Hathaway, redeploying our (NBC Universal) capital to high growth energy acquisitions and investing in organic growth platforms," Immelt said in a statement.

GE's board voted to raise the quarterly dividend by 2 cents per share, to a rate of 17 cents, payable on January 25. It remains below the 31 percent pre-financial-crisis rate.

GE shares were up 3.6 percent to $16.89 in midday trading on the New York Stock Exchange.

When the company reported third-quarter results, it told investors it expects to grow profit at a double-digit rate next year. While Immelt is likely to offer more detail on the company's expectations in a meeting with investors on Tuesday, GE no longer provides shareholders with specific per-share profit targets, a practice it abandoned during the financial crisis.

GE in October bought back the preferred stake it had sold to Warren Buffett's Berkshire Hathaway Inc (BRKa.N) for $3.3 billion plus unpaid dividends.

(Reporting by Scott Malone in Boston; Editing by Derek Caney, Dave Zimmerman)

Sears' holders to own 80 percent of spun off hardware unit

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Every 22.14 shares of Sears stock will entitle a holder to get one Class A share and one preferred share of the new company, the California-based unit said in the filing.

The distribution will be effective on December 30.

The 89-store chain said it intends to list its Class A common stock under the symbol 'OSH' on Nasdaq.

Sears shares fell more than 5 percent to $55.28 in early trade on Friday.

(Reporting by Ranjita Ganesan; Editing by Saumyadeb Chakrabarty)

U.S. retailers trim Europe plans on region's debt woes

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"With the economic conditions a lot of retailers are asking themselves whether it's worthwhile to enter the UK (market) given that it's very competitive and saturated," Robert Gregory, research director of consultancy Planet Retail, said.

U.S. retailers to have added a note of caution to their UK and Europe plans include homeware retailers Crate & Barrel and Williams-Sonoma, clothing retailer Forever 21, and Victoria's Secret owner Limited Brands, sources said.

The tempering of plans is a setback for the UK retail sector which has seen several U.S. retailers target greater footprints in that country, seeking to replicate the successes of Apple and Abercrombie & Fitch and then access Europe.

Crate & Barrel has put its UK plans on hold until Europe's debt crisis abates, a first source familiar with the matter said.

Crate & Barrel Chief Executive Barbara Turf told a retail property conference on Wednesday the company was "slowing down" its international expansion plans, but that it hoped to open stores in the UK in the next 3-4 years.

Cushman & Wakefield's head of cross border retail, Mark Burlton, said U.S. retailers had been increasingly influential and active players in the UK market.

"My instinct would tell me that U.S. retailers have been the biggest takers of space in terms of square feet," Burlton said, citing Forever 21, which opened large stores on London's Oxford Street and in Westfield's Stratford City mall in 2011.

However, their increasing cautiousness has paralleled the worsening European debt crisis, which has brought upheaval to the governments of Greece and Italy and has sapped consumer confidence across EU countries.

U.S. Treasury Secretary Tim Geithner was in Europe this week to lobby the region's leaders ahead of a key EU Summit on Friday. On Thursday, he said the U.S. and global economy had strong interests in efforts to strengthen the euro.

TENTATIVE STEPS

Analysts expect Britain's retail pain to worsen as shoppers cut back on non-essentials and slash spending, worn down by stagnant wage growth, government austerity measures and uncertain job prospects.

Against this backcloth, several property agents told Global Markets that some U.S. retailers were sitting out the crucial Christmas period in the UK and Europe, traditionally the busiest shopping period of the year, to see if the New Year brought better prospects for expansion to those markets.

Williams-Sonoma, which manages the Pottery Barn furnishing chain, is planning to open UK stores in 2013, two other sources told Global Markets, contradicting previous reports it would open its first London store in early 2012. It wanted more visibility on how the euro zone debt crisis would play out before deciding to expand, one of the two sources said.

Limited Brands, which is opening its first Victoria's Secret store on New Bond Street next year, may also take longer to roll out its cosmetics chain Bath & Body Works into the UK and Europe on similar concerns, a fourth source close to the company said.

Forever 21 was also taking a cautious approach to its European expansion although it is still opening stores, a source with knowledge of the matter said.

Williams-Sonoma and Forever 21 declined to comment. A Limited Brands spokesperson said "we have made no announcements about Bath & Body Works in the UK, and Victoria's Secret will open there as planned."

Burlton said it was unlikely such retailers' cautiousness towards expansion would last long.

"There's only a very slight cooling off just with the euro zone crisis, but brands recognize now that the only way they can get growth is by becoming international ... they've no choice but to have to investigate new markets," he said.

James Ebel, a director at retail property consultancy Harper Dennis Hobbs, said while retailers had taken notice of the euro zone crisis, any that were paring back plans were the exception than the norm.

"I'm still receiving quite a lot of interest from American retailers coming to the UK," he said. "There hasn't been a time, within the last 10 years, when U.S. retailers have been so interested in coming to Europe as there is now."

(Reporting by Brenda Goh; Editing by Andrew Macdonald)

Siga shares soar as co allays concerns on government contract

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In May, Siga was awarded a $433 million contract to supply 1.7 million doses of its ST-246 smallpox drug for the strategic national stockpile by the U.S. Department of Health and Human Services.

However, in June two Congressional committees started probing allegations that Siga shareholder and financier Ron Perelman's political connections helped the company secure the deal.

"There has been a lot of political overhang on the stock because of all the news that has come out and I think the stock is up because Fran was able to address some of those issues," said Noble Financial Capital Markets analyst Nathan Cali.

In an interview with CNN on Thursday, Siga director Townsend said the contract was given in a competitive process, but rival Chimerix did not met the requirements at the time of the contract award.

Siga's ST-246 smallpox drug works by blocking the ability of the virus to spread to other cells and is seen as a protection against a potential biodefense threat.

Siga shares were up 34 percent at $2.46 on Friday on Nasdaq.

(Reporting by Anand Basu in Bangalore; Editing by Sreejiraj Eluvangal)

Mixed response for Rose Rock, Memorial Production IPOs

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Shares of Memorial Production closed on Nasdaq at $18.78, a percent down from the $19 offer price, after remaining at that level through most of Friday's trading session.

On Thursday, the company had cut the number of units in its initial public offering (IPO) by a tenth and priced them at the lower-end of the $19-$21 expected price range.

Rose Rock shares closed flat at $20 on the New York Stock Exchange after opening 3 percent higher.

Tulsa, Oklahoma-based Rose Rock had recently been in the centre of a bidding war between Plains All American (PAA.N) and SemGroup Corp (SEMG.N).

Plains had urged SemGroup to defer the IPO, saying it would reduce the value available to shareholders in a potential SemGroup sale.

Rose Rock Midstream, which raised $140 million from the IPO, plans to use the proceeds to make a cash payment to SemGroup.

The units in the IPO made up 41 percent of Rose Rock, with SemGroup indirectly owning the rest.

Rose Rock's IPO was underwritten by investment banks led by Barclays Capital, Citigroup and Deutsche Bank Securities.

Houston, Texas-based Memorial Production raised $181 million from its IPO, partly to reduce debt.

Memorial Production, which owns assets in south and east Texas, was formed in April by Memorial Resource Development LLC to own and acquire oil and natural gas properties.

Raymond James, Citigroup and Wells Fargo Securities were the lead underwriters to the Memorial Production offering.

(Reporting by Brenton Cordeiro, Tanya Agrawal and Ashutosh Pandey in Bangalore; Editing by Sreejiraj Eluvangal and Joyjeet Das)

DuPont cuts 2011 forecast, pushing shares down

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DuPont's warning follows similar negative comments on the chemical market from German rivals Wacker Chemie (WCHG.DE) and BASF (BASFn.DE). Many of the chemical industry's customers have been drawing down their own supplies in the fourth quarter before they refresh inventories.

The chemical industry's financial health often serves as a barometer for the global economy since its products are used to produce nearly every consumer good, from toys and toothbrushes to smartphones and solar panels.

For 2011, Wilmington, Delaware-based DuPont now expects to earn $3.87 to $3.95 per share, down from an earlier forecast of $3.97-$4.05.

DuPont raised the lower end of that estimate in October from $3.90 per share.

Analysts, on average, currently expect DuPont to earn $4.03 per share this year, according to Thomson Global Markets I/B/E/S.

"We are seeing slower growth in certain segments during the fourth quarter, driven by global economic uncertainty," DuPont Chief Executive Ellen Kullman said in a statement. "This uncertainty is contributing to ongoing conservative cash management in some supply chains."

DuPont cited softening demand for consumer electronics and the weak housing market. The company's core agriculture and food businesses, though, "continue to be strong," it said.

The warning came as a surprise, especially since DuPont raised its outlook in October when it announced higher-than-expected third-quarter earnings, said Hassan Ahmed, a chemical industry analyst with Alembic Global Advisors

"Macro economic trends started turning south in the summer, so I was expecting this, but I am concerned because they had upped their guidance in October," he said. "Clearly, things have gone horribly wrong in November and December for them to make this flip-around."

He noted DuPont cited polymers, which are used in more consumer-oriented products, while sectors like agriculture and food remain strong.

Ahmed said he expected de-stocking to continue at least until after the Chinese new year in February.

"I do not expect a substantially up year in 2012," he said.

DuPont is the largest global producer of titanium dioxide, a white pigment also known as Ti02 that is used to make paint and other consumer goods.

In afternoon trading on the New York Stock Exchange, DuPont shares were down 3.3 percent to $45.01.

(Reporting by Arup Roychoudhury in Bangalore, and Ernest Scheyder and Steve James in New York ; Editing by Hezron Selvi, Dave Zimmerman and John Wallace)

Diamond Foods soars on hopes of end to probe

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Diamond Foods, maker of Emerald nuts, Kettle potato chips and Pop Secret popcorn, is in the midst of an investigation by its audit committee into the way it accounted for payments to walnut growers.

KeyBanc Capital Markets analyst Akshay Jagdale said in a research note that the chances of a restatement of costs related to the payment were low, and that Diamond would likely be able to carry out its plan to buy Pringles from Procter & Gamble (PG.N) even though the deal was delayed due to the probe, an announcement that sent its stock tumbling.

Through Thursday's close, Diamond shares had lost 59 percent since the start of November, and were down 72 percent from an all-time high touched in September.

They closed up $14.01, or 52.8 percent, at $40.56 on the New York Stock Exchange on Friday, the last business day before Diamond's deadline to file its quarterly financial report, which is on Monday, according to Jagdale.

It was "an emotional response," said Bevmark Consulting CEO Tom Pirko of the market's reaction. "What is not being properly accounted for is the relative damage that has been done to Diamond Foods by the recent second-guessing."

Adding to the recent cloud over Diamond was the November suicide of Diamond board member Joseph Silveira, who was on the audit committee but recused himself from the probe since the firm he was president of manages walnut-growing properties.

Police in the small town of Turlock, California, where Silveira shot himself at his suburban-style home, finished their investigation. They called it a suicide but did not release any details about a motive.

A report from the Stanislaus County coroner's office said Silveira died at a hospital from a self-inflicted gunshot wound above his right ear.

Silveira's son referred calls to a family attorney, who declined to be interviewed.

A spokesman for Diamond has said rumors of a link between the probe and the suicide were "unfounded."

NUTS AND BOLTS

The probe centers around a certain "momentum payment" made to growers on September 2, just days after Diamond's final payment for the 2010 crop.

Diamond said the payment was "designed to reflect the projected market environment prior to the delivery of the 2011 crop" in documents it sent to growers over the summer.

Yet critics, including one analyst whose firm specializes in short-sale recommendations, believe the payment was meant to make up for underpaying growers earlier in the year. They say delaying payments to growers would have lowered Diamond's costs in fiscal 2011, which ended on July 31, making its earnings look better at a time it was negotiating the Pringles deal.

According to "Grower Guidelines," which the company sent growers in the summer, it expected to make its first delivery payments for the 2011 crop in October. It then plans a progress payment in February and final payment in August.

The walnuts are harvested in the autumn.

More than half of Diamond's outstanding shares are held in short positions - bets that they will decline.

The stock's spiral called the Pringles deal into question, since it calls for Diamond to pay for Pringles with shares, as well as debt in an amount to be determined by the stock price.

Three growers in California, who declined to be identified by name, told Global Markets that a Diamond executive told them the payment was connected to the 2010 crop.

But Jagdale, the KeyBanc analyst, said he had seen documentation showing that Diamond had made a similar payment in August 2010, which was included in fiscal 2011 costs and approved by Diamond's accountants.

"We believe the ongoing investigation will reveal that Diamond has properly accounted for the various payments it makes to growers," Jagdale said.

Jagdale said he based his opinion on his understanding of Diamond's walnut business plus discussions with walnut growers and Robert Willens, a tax consultant KeyBanc hired in October.

In a recent interview with Global Markets, Willens also said he didn't think Diamond did anything wrong.

"Accounting rules are not designed to remedy bad deals that people enter into," Willens said.

(Reporting by Martinne Geller in New York; Additional reporting by Dan Levine in Turlock and Mihir Dalal in New York; Editing by Derek Caney, Gunna Dickson, Tim Dobbyn, Gary Hill