Aetna Inc. (NYSE: AET) Cut to Neutral at UBS.
AU Optronics Corp. (NYSE: AUO) Cut to Hold at BNP Paribas.
Cowen Group Inc. (NASDAQ: COWN) Cut to Market Perform at KBW.
Marriott International, Inc. (NYSE: MAR) Cut To Market Perform at Wells Fargo.
Medtronic, Inc. (NYSE: MDT) Raised to Outperform at BMO.
Microsoft Corporation (NASDAQ: MSFT) Raised to Buy with $30 target at Janney.
Nu Skin Enterprises Inc. (NYSE: NUS) Started as Overweight at JPMOrgan.
SanDisk Corp. (NASDAQ: SNDK) Raised to Buy at UBS.
Weyerhaeuser Co. (NYSE: WY) Raised to Buy at UBS.
Yahoo! Inc. (NASDAQ: YHOO) Raised to Buy at Needham.

JON C. OGG

The Rodman & Renshaw offer for Cowen was for $7.00, which comes tonearly $100 million.  Cowen’s refusal of the offer noted that themerger would "distract Cowen’s management and employees in the currentchallenging environment when all efforts should be focused on servicingthe firm’s clients."

Cowen even noted that firm does not believe further discussion withRodman & Renshaw would be productive, nor does it intend to giveadditional consideration to the unsolicited proposal.

Rodman & Renshaw’s proposal was also not contingent on anyfinancing, according to the data.  After an informal offer was sentfrom CEO to CEO and that was denied, then Rodman & Renshaw decidedto send the buyout offer directly to the Cowen board of directors.This is also apparently not the first time the companies have discusseda possible merger this year.

The $7.00 buyout offer would come half in cash and half in Rodman &Renshaw stock.  The $100 million is actually right at $99.7 million andbased upon last week’s closing prices.  It would have been a 17%premium, but it would also be in the lower half of a 52-week tradingrange of $4.60 to $11.31.  Rodman & Renshaw’s stock trades at roughly 75% off of its 52-week highs.

Cowen shares are up over 12% at $6.76 and its market cap based uponcurrent prices is right above $96 million.  Rodman & Renshaw sharesare up almost 3% at $1.08.  What is interesting is that its market capis actually under $40 million.

Both companies here trade under last quarter’s net tangible values and under orright at net cash values after backing out all of their statedliabilities.  The problem with financial firms right now is that WallStreet and Main Street have trouble trusting each others’ books.  Rodman & Renshaw also goes back and forth from net profits to net losses, yet Cowen has been running at losses for most of the recent periods and is expected by analysts to continue seeing losses during the current time.

We wouldn’t even be too surprised if the role of the cat and mouse changes here.  You never know, the cat was maybe interested in being the mouse the whole time.

Jon C. Ogg
December 8, 2008

• Biogen Idec (BIIB) Raised to Buy at Lazard.
• Cowen (COWN) Raised to Outperform at KBW.
• Mylan Labs (MYL) Started as Strong Buy at Needham.
• Par Pharmaceuticals (PRX) Started as Strong Buy at Needham.
• Smart Balance (SMBL) Started as Buy at Lazrd.
• Teva Pharma (TEVA) Started as Strong Buy at Needham.
• Cadbury Schwepps (CBY) Cut to Sell at Citigroup.
• Carnival (CCL) Cut to Sell at Deutsche Bank.
• Dolby Labs (DLB) Cut to Hold at Deutsche Bank.
• JCPenney (JCP) Cut to Underperform at Merrill Lynch.
• Jefferies (JEF) Cut to Underperform at KBW.
• Prosperity Bancshares (PRSP) Cut to Market Perform at KBW.

Jon C. Ogg
September 25, 2008