Tesla Appoints Independent Directors to Weigh Any Deal

Tesla’s board named a special committee of three directors on Tuesday to evaluate possibly taking the electric carmaker private, although it said it had yet to see a firm offer from the company’s chief executive, Elon Musk.

The Silicon Valley billionaire last week said on Twitter he wants to take Tesla private at $420 a share, valuing it at $72 billion, and that funding was “secured.”

That earlier tweet triggered investor lawsuits and an investigation by the U.S. Securities and Exchange Commission into the accuracy of his statement, according to multiple media reports.

Musk on Monday gave his most detailed vision of how a take-private deal could work, but shares ended flat, indicating investor skepticism.

The shares were last down 1 percent at $352.88 on Tuesday.

Musk said Monday he had held talks with a Saudi sovereign fund on a buyout that would take Tesla off the Nasdaq exchange – an extraordinary move for what is now the United States’ most valuable automaker. Tesla has a market capitalization of $60 billion, bigger than Detroit rivals General Motors Co or Ford Motor Co, who produce far more cars.

The company said in the statement the special committee has the authority to take any action on behalf of the board to evaluate and negotiate a potential transaction and alternatives to any transaction proposed by Musk.

Tuesday’s announcement means three members of Tesla’s board will now weigh whether it is advisable – or even feasible – to pursue what could be the biggest-ever go-private deal, and they are doing so before receiving a formal proposal from the CEO.

“The special committee has not yet received a formal proposal from Mr. Musk regarding any Going Private Transaction,” the company said in a public filing with U.S. securities regulators, the first it has made since Musk’s tweets last week.

Asked about the outcome of the special committee, analyst Chaim Siegel at Elazar Advisors said, “This is not easy. Anything is possible from pulling something together to nothing. I hope nothing – so the stock can trade and benefit from the earnings inflection,” he said, referring to a promise by Musk the company would turn profitable later this year.

A blogging, tweeting CEO

Musk has yet to convince Wall Street analysts and investors that he can find the billions needed to complete the deal. Tesla’s handling of Musk’s proposal and its failure to promptly file a formal disclosure, meanwhile, have raised governance concerns and sparked questions about how companies use social media.

Musk first tweeted he planned to go private and that funding was “secured” last week, sending Tesla shares soaring 11 percent, but investors have appeared skeptical about the details he has provided since.

He blogged on Monday that recent talks with a Saudi sovereign wealth fund gave him confidence funding was nailed down, but that he was still talking with the fund and other investors. He tweeted later he was working with Goldman Sachs Group Inc and Silver Lake as financial advisers, though a source said the private equity firm was working in an unpaid, informal capacity and also not discussing participating as an investor.

Goldman had not been formally tapped as a financial adviser by Musk when he revealed plans last week to take the automaker private and said he had secured the funding for the transaction, Bloomberg reported on Tuesday, citing people with knowledge of the matter.

Goldman did not respond to a request for comment from Reuters.

“Despite Elon Musk’s frustration with being a public company, I think there are more advantages to remaining public,” said CFRA analyst Efraim Levy, citing cheaper access to capital and media exposure due to interest in a public company.

Three-member panel

Tesla said the committee consists only of independent directors: Brad Buss, Robyn Denholm and Linda Johnson Rice.

But corporate governance and shareholder voting advisers Glass Lewis and Institutional Shareholder Services said they do not consider Buss an independent director, due to his connections to a solar panel business the company bought two years ago.

Buss was chief financial officer of solar panel installer SolarCity for two years before retiring when Tesla paid $2.6 billion for the sales and installation firm in 2016. It was Tesla’s last big deal and was criticized by some on Wall Street because the company, founded by two of Musk’s cousins, had seen its business shrink before the takeover.

Denholm, the first woman on Tesla’s board, is chief operations officer of telecom firm Telstra and the ex-CFO of network gear maker Juniper Networks.

Rice, the first African-American and second woman to join the board, is CEO of Johnson Publishing Company and Chairman Emeritus of EBONY Media Holdings, the parent of EBONY and Jet brands, according to Tesla’s website.

Tesla’s other board members include Musk; his brother Kimbal Musk; Twenty-First Century Fox’s CEO James Murdoch; Antonio Gracias, founder of Valor Equity Partners; and Ira Ehrenpreis, founder of venture capital firm DBL Partners.

One director, Steve Jurvetson, is currently on leave of absence following allegations of sexual harassment.

Tesla’s board said on Aug. 8 that Musk had held talks with the directors in the previous week on taking the company private.

Latham and Watkins LLP has been retained by the committee as its legal counsel. Wilson Sonsini Goodrich and Rosati will be legal counsel for Tesla itself.

 


Build a better website in less than an hour. Start for free at us.

more ...

Erdogan Wants Boycott of US Electronics

Turkish President Recep Tayyip Erdogan threatened Tuesday to boycott U.S. electronic goods in response to what he says is a targeted economic war being waged against Turkey by the United States.

The diplomatic dispute between the two countries has helped spark an economic crisis in Turkey and push its currency, the lira, to record lows.

“If they have the iPhone, there is Samsung elsewhere. In our own country we have Vestel,” Erdogan said.

He has called on people to exchange their U.S. dollars for lira in order to shore up the currency.

The lira has plunged 40 percent this year and saw drops of 16 percent Friday and another seven percent on Monday. It stabilized Tuesday with a rise of about five percent.

In a joint statement Tuesday, Turkish business groups called on the government to institute tighter monetary policy in order to combat the currency crisis. They also said Turkey should work to resolve the situation with the United States diplomatically while also improving relations with another major trading partner, the European Union.

The Turkish central bank has pledged to take “all necessary measures” to stabilize the country’s economy to make sure the banks have all the money they need. But world stock traders were dismayed the bank did not raise interest rates, which is what many economists believe is necessary to ease the crisis.

U.S. President Donald Trump doubled tariffs on Turkish steel and aluminum exports last Friday, in part a response to Turkey refusing to release an American pastor, Andrew Brunson, whom Turkey accuses of espionage and has detained under house arrest pending his trial. Trump has called the preacher’s detention a “total disgrace.”

Brunson’s lawyer filed a new appeal Tuesday asking for the court to release the pastor from his house arrest and lift his travel ban.

If convicted, Brunson faces a prison term of 35 years.


Build a better website in less than an hour. Start for free at us.

more ...

Survey: Vienna Tops Melbourne as World’s Most Liveable City

Vienna has dislodged Melbourne for the first time at the top of the Economist Intelligence Unit’s Global Liveability Index, strengthening the Austrian capital’s claim to being the world’s most pleasant city to live in.

The two metropolises have been neck and neck in the annual survey of 140 urban centers for years, with Melbourne clinching the title for the past seven editions. This year, a downgraded threat of militant attacks in western Europe as well as the city’s low crime rate helped nudge Vienna into first place.

Vienna regularly tops a larger ranking of cities by quality of life compiled by consulting firm Mercer. It is the first time it has topped the EIU survey, which began in its current form in 2004.

At the other end of the table, Damascus retained last place, followed by the Bangladeshi capital Dhaka, and Lagos in Nigeria.

The survey does not include several of the world’s most dangerous capitals, such as Baghdad and Kabul.

“While in the past couple of years cities in Europe were affected by the spreading perceived threat of terrorism in the region, which caused heightened security measures, the past year has seen a return to normalcy,” the EIU said in a statement about the report published on Tuesday.

“A long-running contender to the title, Vienna has succeeded in displacing Melbourne from the top spot due to increases in the Austrian capital’s stability category ratings,” it said, referring to one of the index’s five headline components.

Vienna and Melbourne scored maximum points in the healthcare, education and infrastructure categories. But while Melbourne extended its lead in the culture and environment component, that was outweighed by Vienna’s improved stability ranking.

Osaka, Calgary and Sydney completed the top five in the survey, which the EIU says tends to favor medium-sized cities in wealthy countries, often with relatively low population densities. Much larger and more crowded cities tend to have higher crime rates and more strained infrastructure, it said.

London for instance ranks 48th.

Vienna, once the capital of a large empire rather than today’s small Alpine republic, has yet to match its pre-World War I population of 2.1 million. Its many green spaces include lakes with popular beaches and vineyards with sweeping views of the capital. Public transport is cheap and efficient.

In addition to the generally improved security outlook for western Europe, Vienna benefited from its low crime rate, the survey’s editor Roxana Slavcheva said.

“One of the sub-categories that Vienna does really well in is the prevalence of petty crime … It’s proven to be one of the safest cities in Europe,” she said.


Build a better website in less than an hour. Start for free at us.

more ...

Maduro: Venezuela Gasoline Prices Should Rise to International Levels

Venezuela’s heavily subsidized domestic gasoline prices should rise to international levels to avoid billions of dollars in annual losses due to fuel smuggling, President Nicolas Maduro said in a televised address on Monday.

“Gasoline must be sold at an international price to stop smuggling to Colombia and the Caribbean,” Maduro said in a televised address.

Venezuela, like most oil-producing countries, has for decades subsidized fuel as a benefit to consumers. But its fuel prices have remained nearly flat for years despite hyperinflation that the International Monetary Fund has projected would reach 1,000,000 percent this year.

That means that for the price of a cup of coffee, a driver can now fill the tank of a small SUV nearly 9,000 times.

Recently, the average price of a coffee with milk was 2.2 million bolivars, or about 50 cents, local media has reported.

Smugglers do brisk business reselling fuel in neighboring countries.

Maduro said the government would still provide “direct subsidies” to citizens holding the “fatherland card,” a state-issued identification card that the government uses to provide bonuses and track use of social services.

He said the subsidy was only available to those who registered their cars in a vehicle census being conducted by the state.


Build a better website in less than an hour. Start for free at us.

more ...

Mexico’s Lopez Obrador Pledges More Than $11B for Refineries

Mexican President-elect Andres Manuel Lopez Obrador said on Monday his administration will invest more than $11 billion to boost refining capacity in order to curb growing fuel imports.

Lopez Obrador, who will take office on Dec. 1, told reporters his government plans to invest $2.6 billion to modernize existing domestic refineries owned and operated by national oil company Pemex, and spend another $8.4 billion to build a new one within three years.

The $8.4-billion figure is higher than a $6 billion estimate provided by a key energy advisor during the campaign.

Lopez Obrador, set to become Mexico’s first leftist president in decades, did not detail how the projects would be financed or whether private capital would be involved, but he has often said he will not raise taxes or grow government debt.

Mexico is among Latin America’s largest crude exporters, but is also the biggest importer of U.S. refined products. The country’s next president has pledged to lift refining capacity, which he says has declined due to corruption and neglect.

Pemex, formally known as Petroleos Mexicanos, has six domestic refineries with a total processing capacity of some 1.6 million barrels per day (bpd), but the facilities are only operating at about 40 percent of capacity so far this year.

Meanwhile, gasoline and diesel imports have sky-rocketed in recent months amid planned and unplanned refinery stoppages.

Pemex has posted losses in its refining division for years but Lopez Obrador aims to boost crude processing enough to halt imports within three years.

Lopez Obrador also said he plans to invest another $4 billion to drill new onshore and shallow-water oil wells in the states of Veracruz, Tabasco and Chiapas.

Pemex production has consistently declined in recent years to fall below 2 million bpd after hitting peak output of 3.4 million bpd in 2004.

President Enrique Pena Nieto passed a reform to open up Mexico’s state-run energy industry to private producers, which has led to a series of competitive auctions that have awarded more than 100 oil exploration and production contracts.

Lopez Obrador has said he will respect those contracts as long as an ongoing review does not find signs of corruption. He is widely expected to slow down the process of offering more contracts to private players.

($1 = 19.1100 Mexican pesos)


Build a better website in less than an hour. Start for free at us.

more ...

World’s First Commercial 3D-Printed Concrete Homes Planned

The world will soon have its first batch of commercially available 3D-printed concrete homes. A consortium of the Dutch municipality of Eindhoven, Eindhoven University of Technology (TU/e), and three private firms has joined forces to build five of these unique homes in the hub city of Eindhoven in the Netherlands. VOA’s Julie Taboh has more.


Build a better website in less than an hour. Start for free at us.

more ...

Tesla’s Slow Disclosure Raises Governance, Social Media Concerns

Tesla’s handling of Chief Executive Elon Musk’s proposal to take the carmaker private and its failure to promptly file a formal disclosure has raised governance concerns and sparked questions about how companies use social media.

Musk stunned investors last Tuesday by announcing on Twitter that he was considering taking Tesla private in a potential $72 billion transaction and that “funding” had been “secured.”

Tesla’s shares closed up 11 percent before retrenching after the Wall Street Journal reported that the U.S. Securities and Exchange Commission (SEC) had asked Tesla why Musk announced his plans on Twitter and whether his statement was truthful.

Musk provided no details of his funding until Monday, when he said in a blog on Tesla’s website that he was in discussions with Saudi Arabia’s sovereign wealth fund and other potential backers but that financing was not yet nailed down.

Musk said his tweet and blogs were issued in his personal capacity as a private bidder for Tesla’s stock. A Tesla spokesman pointed Reuters to Musk’s blog in response to a request for comment.

Putting aside whether Musk misled anyone, the unorthodox manner in which he announced the news and Tesla’s failure to promptly clarify the situation with a regulatory filing is a corporate governance lapse that raises questions about how companies use social media to release market-moving news, securities lawyers said.

“Management buyouts or other take-private transactions already suffer from serious information asymmetry between management and public shareholders,” said Gabriel Rauterberg, a University of Michigan law professor.

SEC rules typically require companies to file an 8-K form within four business days of a significant corporate event.

While several securities lawyers said Musk’s tweets alone did not trigger this obligation, such a filing would be prudent given the unusual circumstances, David Axelrod, a partner at law firm Ballard Spahr LLP, said.

“An 8-K would provide some more details, it would say what stage negotiations are in, and provide more information than 53 characters in a tweet,” he added.

Full and fair disclosure

SEC guidelines published in 2013 allow companies and their executives to use social media to distribute material information, provided investors have been alerted that this is a possibility. Tesla did this in a 2013 filing.

But such disclosures have to be full and fair, meaning the information is complete and accessible by all investors at the same time, a bar that Musk’s tweets may not have met.

“Twitter is not designed to provide full and fair disclosure. That doesn’t mean that you couldn’t, but in a series of 20 to 30 characters I’m not sure you’re getting full disclosure,” said Zachary Fallon, a former SEC attorney and principal at law firm Blakemore Fallon.

The SEC declined to comment Monday.

Securities lawyers said there was also a question mark over whether Musk selectively disclosed information on the possible terms of the deal when he subsequently replied to followers, two of whom claim in their handles to be investors.

Those tweets were not immediately visible to all followers of Musk’s main feed until he retweeted them.

History of Twitter use

The 47-year-old billionaire’s history of joking about Tesla and using twitter to bait his critics also appears to have undermined trust in Musk’s feed as a reliable source of company information, with many investors initially believing Tuesday’s tweet was a prank.

In his blog, Musk said he made the announcement on Twitter to ensure all investors were aware of his plan before speaking with the company’s largest shareholders.

But his claim to have done so as a private person presents a potential conflict of interest, said Nimish Patel, a lawyer with Mitchell Silberberg & Knupp.

“If you’re speaking on behalf of the company using resources like Twitter and the company website, while at the same time saying you’re a private individual expressing your own personal views, you are being inconsistent and creating confusion for investors. And when there’s confusion, the SEC is likely going to get involved,” he added.


Build a better website in less than an hour. Start for free at us.

more ...

How to Find and Delete Where Google Knows You’ve Been

Even if you have “Location History” off, Google often stores your precise location. Here’s how to delete those markers and some best-effort practices that keep your location as private as possible.

But there’s no panacea, because simply connecting to the internet on any device flags an IP address that can be geographically mapped. Smartphones also connect to cell towers, so your carrier knows your general location at all times.

To prevent further tracking

For any device:

Fire up your browser and go to myactivity.google.com. (You’ll need to be logged into Google) On the upper left drop-down menu, go to “Activity Controls.” Turn off both “Web & App Activity” and “Location History.” That should prevent precise location markers from being stored to your Google account.

Google will warn you that some of its services won’t work as well with these settings off. In particular, neither the Google Assistant, a digital concierge, nor the Google Home smart speaker will be particularly useful.

On iOS:

If you use Google Maps, adjust your location setting to “While Using” the app; this will prevent the app from accessing your location when it’s not active. Go to Settings Privacy Location Services and from there select Google Maps to make the adjustment.

In the Safari web browser, consider using a search engine other than Google. Under Settings Safari Search Engine, you can find other options like Bing or DuckDuckGo. You can turn location off while browsing by going to Settings Privacy Location Services Safari Websites, and turn this to “Never.” (This still won’t prevent advertisers from knowing your rough location based on IP address on any website).

You can also turn Location Services off to the device almost completely from Settings Privacy Location Services. Both Google Maps and Apple Maps will still work, but they won’t know where you are on the map and won’t be able to give you directions. Emergency responders will still be able to find you if the need arises.

On Android:

Under the main settings icon click on “Security & location.” Scroll down to the “Privacy” heading. Tap “Location.” You can toggle it off for the entire device.

Use “App-level permissions” to turn off access to various apps. Unlike the iPhone, there is no setting for “While Using.” You cannot turn off Google Play services, which supplies your location to other apps if you leave that service on.

Sign in as a “guest” on your Android device by swiping down from top and tapping the downward-facing caret, then again on the torso icon. Be aware of which services you sign in on, like Chrome.

You can also change search engines even in Chrome.

To delete past location tracking:

For any device:

On the page myactivity.google.com, look for any entry that has a location pin icon beside the word “details.” Clicking on that pops up a window that includes a link that sometimes says “From your current location.” Clicking on it will open Google Maps, which will display where you were at the time.

You can delete it from this popup by clicking on the navigation icon with the three stacked dots and then “Delete.”

Some items will be grouped in unexpected places, such as topic names, google.com, Search, or Maps. You have to delete them item by item. You can wholesale delete all items in date ranges or by service, but will end up taking out more than just location markers.

 


Build a better website in less than an hour. Start for free at us.

more ...

Erdogan Claims Lira Plunge a ‘Political Plot’ Against Turkey

Turkish President Recep Tayyip Erdogan, embroiled in a bitter dispute with the U.S., a NATO ally, contended Sunday the plunging value of his country’s lira currency amounted to a “political plot” against Turkey.

Erdogan, speaking to political supporters in the Black Sea resort of Trabzon, said, “The aim of the operation is to make Turkey surrender in all areas, from finance to politics. We are once again facing a political, underhand plot. With God’s permission we will overcome this.”

U.S. President Donald Trump has feuded with Erdogan over several issues, including the detention of an American pastor in Turkey, whom Turkey has held since 2016 and accused of espionage. Turkey last month released the evangelical preacher from a prison, but is still detaining him under house arrest pending his trial, despite the demands of the U.S.

With the dispute intensifying, Trump on Friday doubled steel and aluminum tariffs on Turkey, sending the beleaguered lira plunging 16 percent, part of a 40 percent plummet for the currency this year. In early Asian trading Monday, the lira fell to a record low of 7.06 against the dollar.

“What is the reason for all this storm in a tea cup?” Erdogan said. “There is no economic reason for this … This is called carrying out an operation against Turkey.”

Erdogan renewed his call for Turks to sell dollars and buy lira to boost the currency, while telling business owners to not stockpile the American currency.

“I am specifically addressing our manufacturers: Do not rush to the banks to buy dollars,” he said. “Do not take a stance saying, ‘We are bankrupt, we are done, we should guarantee ourselves.’ If you do that, that would be wrong. You should know that to keep this nation standing is … also the manufacturers’ duty.”

Erdogan signaled he was not looking to offer concessions to the United States, or financial markets.

“We will give our answer, by shifting to new markets, new partnerships and new alliances,” said Erdogan, who in recent years has built closer ties with countries in Latin America, Africa and Asia. “Some close the doors and some others open new ones.”

He indicated Turkey’s relationship with Washington was imperiled.

“We can only say ‘good-bye’ to anyone who sacrifices its strategic partnership and a half century alliance with a country of 81 million for the sake of relations with terror groups,” he said. “You dare to sacrifice 81-million Turkey for a priest who is linked to terror groups?”

American pastor Andrew Brunson, if convicted, faces a jail term of 35 years. Trump has described his detention as a “total disgrace” and urged Erdogan to free him immediately.


Build a better website in less than an hour. Start for free at us.

more ...

‘Everybody Should See This’: Perseids Light up Bosnian Sky

A meteor shower lit up the skies above eastern Bosnia Saturday night, giving star gazers a rare opportunity to see a display of shooting stars with the naked eye.

“I think that everybody should see this,” said Miralem Mehic, a Bosnian from an international group of star gazers who watched the light show at the Sand Pyramids, an area of naturally occurring sand columns, near the town of Foca.

The so-called Perseids meteor shower returns to the skies every August and are best viewed in the northern hemisphere in isolated areas where there is little light pollution.

They arise when the Earth passes through the debris of Comet 109P/Swift-Tuttle, which was discovered in 1862.

Meteors are parts of rock and dust that hit the Earth’s atmosphere, heat up and glow. Most vaporize as they descend, but some explode.

“This year the moon is young and will not obstruct the vision, so we will be able to see 100 ‘shooting stars’ an hour,” Muhamed Muminovic, a member of the Sarajevo Orion astrological society, told Reuters.


Build a better website in less than an hour. Start for free at us.

more ...