HP alleges Autonomy wrongdoing, takes $5 billion charge

(Reuters) - Hewlett-Packard Co on Tuesday took a massive $5 billion charge, claiming a raft of improprieties, misrepresentation and disclosure failures at software firm Autonomy, which it acquired last October for $11.1 billion.

HP said it discovered "serious accounting improprieties" and "a willful effort by Autonomy to mislead shareholders" after a whistleblower came forward.

The latest charge, which follows a nearly $11 billion charge last quarter for its EDS services division, is the latest blow to HP. The technology company has been roiled in the past few years by a revolving door of CEOs, overall management turnover and challenges in its core personal computer and printer businesses.

Former Autonomy Chief Executive Mike Lynch, who was pushed out in May, "flatly rejected" HP's allegations.

"The former management team of Autonomy was shocked to see this statement today, and flatly rejects these allegations, which are false," a Lynch spokeswoman said in a brief statement to Reuters.

HP took $8.8 billion in charges in the fourth quarter, with $5 billion tied to the problems at Autonomy.

HP said it has referred the matter to the U.S. Securities and Exchange Commission's enforcement division and the UK's Serious Fraud Office for civil and criminal investigation. It said it will take legal action to recoup "what we can for our shareholders."

HP informed both the SEC and the Serious Fraud Office over the past week. Both agencies declined to comment.

HP's stock slid to a 10-year low, losing 11.2 percent to $11.81 in afternoon trading. Shares are down nearly 50 percent year to date.

INFLATED SALES, REVENUE

HP alleged that Autonomy's former management inflated revenue and gross margins. It said Autonomy executives mischaracterized revenue from low-end hardware sales as software sales and booked some licensing deals with partners as revenue, even though no customer bought the product.

HP said it began an internal investigation, including a forensic review by PricewaterhouseCoopers of Autonomy's historical financial results, under HP General Counsel John Schultz after the whistleblower came forward.

Schultz said since the accounting troubles occurred prior to the acquisition, it took a long time before the company was in a position to make the news public.

"Not surprisingly, Autonomy did not have sitting on a shelf somewhere a set of well-maintained books that would walk you through what was actually happening from a financial perspective inside the company," he said. "Indeed critical documents were missing from the obvious places, and it required that we look in every nook and cranny."

HP CEO Meg Whitman said her predecessor, Leo Apotheker and the former chief strategy officer, Shane Robison, were the key people behind the Autonomy acquisition.

Apotheker was ousted as CEO in September 2011 after just 11 months on the job and Robison left soon after.

"Most of the board was here and voted for this deal, and we feel terribly about that," said Whitman on a call with analysts. "The board relied on audited financials, audited by Deloitte. Not Brand X accounting firm, but Deloitte," she said, adding that KPMG was hired to audit Deloitte.

"Neither of them saw what we now see after someone came forward to point us in the right direction," Whitman said.

Other advisers who worked on the deal included Qatalyst Partners, the investment bank run by technology investment banker Frank Quattrone; UBS; Goldman Sachs; Citigroup; JPMorgan Chase and Bank of America for Autonomy. Perella Weinberg Partners and Barclays Capital advised for HP.

Law firms for Autonomy were Slaughter & May and Morgan Lewis. The firms for HP included Gibson, Dunn & Crutcher; Freshfields Bruckhaus Deringer; Drinker Biddle & Reath; and Skadden, Arps, Slate, Meagher & Flom, which advised the board.

Lynch said he was "shocked to see" HP's allegations, adding that its due diligence prior to the acquisition was "intensive." He said HP's senior management was "closely involved with running Autonomy for the past year."

In response, Whitman said on CNBC the company stands by its findings.

In a statement, Apotheker said he was "stunned and disappointed" by the revelations and offered to make himself available to HP and the authorities to get to the bottom of the matter.

Robert Enderle, a tech analyst at the Enderle Group, said he has never seen such a potential misrepresentation of financials.

"You have to rely on what the firm gives you during due diligence and I've never seen a misstatement at this level," Enderle said.

If the charges are true, it could result in a massive punitive damages award for HP, Enderle said.

Other analysts hoped it was the end of the bad news for the company.

"This kind of feels like the last of the bad news," Forrester analyst Frank Gillett said.

FOURTH-QUARTER LOSS

The Autonomy allegations and announcement of the charge coincided with the reporting of a fourth-quarter loss for HP.

Net revenue fell 6.7 percent to $29.96 billion for the fourth quarter ended October 31 from $32.12 billion a year earlier. Analysts, on average, expected $30.43 billion, according to Thomson Reuters I/B/E/S.

Revenue from all of its main business units declined, with the personal computer division recording the steepest drop at 14 percent.

HP reported a quarterly net loss of $6.85 billion, or $3.49 a share, versus a profit of $239 million, or 12 cents, a year earlier.

The sprawling company, which employs more than 300,000 people globally, is undergoing a restructuring aimed at focusing on enterprise services in the mold of International Business Machines Corp.

"To put it bluntly ... this story has been an unmitigated train wreck, and it seems every time management speaks to the Street, there is new negative incremental information forthcoming," said ISI Group analyst Brian Marshall.

(Reporting by Poornima Gupta in San Francisco, Nicola Leske in New York and Supantha Mukherjee in Bangalore; Additional reporting by Paul Sandle; Editing by Peter Lauria, Saumyadeb Chakrabarty and Jeffrey Benkoe)

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Rutgers joins the Big Ten, leaving Big East behind

PISCATAWAY, N.J. (AP) — Rutgers is joining the Big Ten, leaving the Big East behind and cashing in on the school's investment in a football program that only 10 years ago seemed incapable of competing at the highest level.

The school announced its decision Tuesday at a campus news conference attended by Big Ten Commissioner Jim Delany, Rutgers President Robert Barchi and athletic director Tim Pernetti.

"The Big Ten is really where Rutgers belongs," Barchi said.

Rutgers has been competing in the Big East since 1991. But the league has been picked apart by conference realignment, and the Scarlet Knights were looking for a way out.

They landed in the best possible spot. A spot that seemed unthinkable a decade ago when Rutgers football was a Big East cellar-dweller.

"It's a transformative day for Rutgers University," Pernetti said.

The move follows Maryland's announcement Monday that it was joining the Big Ten in 2014.

Rutgers left its entry date ambiguous, though clearly the Big Ten and the school would like it to line up with Maryland. The Big East requires 27 months' notification for departing members. The Scarlet Knights will have to negotiate a deal with the Big East to leave early, the way Pittsburgh, Syracuse and West Virginia have done.

"Although we are disappointed that Rutgers has decided to leave the Big East Conference, we wish them well," Big East Commissioner Mike Aresco said in a statement. "They have been a valued member of the Conference for many years."

The Big East is trying to rebuild itself as a 12-team football conference next season, with the addition of Boise State and five other schools. Now the conference is again on the defensive. Connecticut or Louisville could be next to go with the ACC looking for a replacement for Maryland.

"We remain committed to, and confident in, the continued growth and vitality of the Big East Conference," Aresco said.

Whenever Rutgers enters the Big Ten, it will be the culmination of one of the most remarkable turnarounds in college sports.

In 2002, the Scarlet Knights football team went 1-11 under second-year coach Greg Schiano, who then seemed like the latest coach incapable of reviving a program that had been a college football laughingstock for more than a decade.

The team, however, steadily improved as the university made the huge financial commitment necessary to support major college football.

Facilities were upgraded, the on-campus stadium was expanded and as Schiano started to win, his salary began to rise into the millions. Not everyone on campus embraced the idea of turning Rutgers into a big-time football school, and it did come with a big price tag.

The expanded and renovated stadium cost of $102 million. The school had hoped to raise the money through private donors, but fell short. Rutgers scaled back plans for the expansion and issued bonds and borrowed money to complete the project.

In 2006, the school had to cut six varsity sports, including men's tennis and crew. As the football team has become a consistent winner — Rutgers has gone to a bowl six of the last seven years — the athletic department has received tens of millions in subsidies from the university.

Schiano left for the NFL last year, and Rutgers hired longtime assistant Kyle Flood, who has the Scarlet Knights poised to take make another big step. No. 21 Rutgers (9-1) is in position to win its first Big East championship and go to a BCS game for the first time.

In the Big Ten, the revenue Rutgers receives from the league's television and media deals should quadruple in the short term and could be even more than that in years to come.

The Big Ten reportedly paid its members about $24 million last year. The Big East's payout to football members last year was $6 million.

In exchange, the Big Ten gets a member in the largest media market in the country, and new presence along the East Coast, with Rutgers and Maryland as north and south bookends.

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“Twilight” sendoff starts with huge $341 million worldwide

(Reuters) – The “Twilight” vampire saga‘s final chapter debuted with a massive $ 341 million in global movie ticket sales as devoted fans bid farewell to blood-sucking spouses Bella and Edward and one of Hollywood‘s biggest franchises.

“The Twilight Saga: Breaking Dawn – Part 2″ earned an estimated $ 141 million in the United States and Canada over the weekend, falling slightly short of a record for the supernatural romance series about a human-vampire-werewolf love triangle.

The total, which includes sales from late night Thursday through Sunday, ranked as the eight biggest domestic film debut of all time. Late-night Thursday screenings comprised $ 30.4 million of the $ 141 million total.

Fan fever for the fifth “Twilight” movie raged high around the world. “Breaking Dawn – Part 2″ rang up sales of $ 199.6 million from Thursday to Sunday at theaters in 61 countries for a worldwide total of $ 341 million, distributor Summit Entertainment said on Sunday.

The earlier “Twilight” films pulled in a combined $ 2.5 billion at global box offices over a four-year run. The success lifted tiny studio Summit Entertainment into Hollywood‘s big leagues and paved the way for its $ 412 million acquisition in January by Lions Gate Entertainment.

“New Moon” scored the biggest debut of the series, grossing $ 142.8 million over its first three days in 2009.

The movies based on a series of best-selling young adult books by Stephenie Meyer ignited a pop culture infatuation with blood-sucking vampires and werewolves. The films star Kristen Stewart as human-turned-vampire Bella Swan, Robert Pattinson as her vampire love Edward Cullen, and Taylor Lautner as werewolf Jacob Black, who competes for Bella’s affection.

Summit spent $ 120 million to produce “Breaking Dawn – Part 2,” which concludes the tale with newly turned vampire Bella and husband Edward in a high-stakes battle to protect their half-human, half-vampire daughter from an ancient vampire clan. The couple enlist the extended Cullen family in their fight.

Fans of the series, mostly teen girls nicknamed “Twi-hards,” embraced the final film, which includes a surprise twist that was not in the final book. Audiences polled by CinemaScore awarded the movie an “A” grade, with an “A+” from filmgoers under age 25, according to Summit. Critics were less supportive. Fifty-one percent of reviews collected on the Rotten Tomatoes website were positive.

Summit Entertainment‘s president of domestic distribution Richie Fay said though the vast majority of the audience was female, he expected more male viewers than for previous “Twilight” films.

“The male audience has increased a good bit, and the ratings among males are higher I think in part to the action in the film,” he said.

Author Meyer has not ruled out the possibility of more stories in the vampire-werewolf universe but said she has closed the chapter on the Cullens.

Hollywood is eager to fill the void after the success of “Twilight” highlighted the power of young adult stories on the big screen. Studios are bringing at least four new films based on popular young adult novels to theaters next year as well as the sequel to the newest teen movie sensation, “The Hunger Games.

The “Twilight” excitement eclipsed all other movies over the weekend. Last week’s winner, James Bond movie “Skyfall” finished in second place with $ 41.5 million at North American (U.S. and Canadian) theaters.

“Skyfall” is now the highest-grossing Bond movie to date with a global total of over $ 669 million, surpassing the $ 599 million taken in by “Casino Royale” in 2006.

“Skyfall” also propelled distributer Sony Pictures Entertainment to a record year, pushing its worldwide box office total over the $ 4 billion mark.

Historical drama “Lincoln” expanded from a limited opening a week ago and landed in third place with $ 21 million. The movie stars Daniel Day-Lewis as the 16th president near the end of his life as he battles to ban slavery and end the Civil War. The movie is directed by Steven Spielberg and has earned critical praise and awards-season buzz.

In fourth place, Walt Disney Co animated movie “Wreck-It Ralph,” about a videogame character who destroys everything in his path, pulled in $ 18.3 million. Denzel Washington drama “Flight” earned $ 8.6 million and the No. 5 spot.

Elsewhere, romantic comedy “Silver Linings Playbook” brought in $ 458,000 at 16 locations, or an average of $ 28,625 per theater. The film stars Bradley Cooper as a bipolar former teacher just released from a mental institution and Jennifer Lawrence as a young widow he encounters as he tries to put his life back together.

“Silver Linings” won over critics who say it may earn a spot in the Oscar race. The Weinstein Co, the private company that released the movie, will expand the film nationwide beginning on Wednesday, November 21.

Sony Corp’s movie studio distributed “Skyfall.” “Lincoln” was produced by Dreamworks and released by Walt Disney Co. “Flight” was distributed by Paramount Pictures, a unit of Viacom Inc.

(Reporting by Lisa Richwine; Editing by Jackie Frank)

Movies News Headlines – Yahoo! News

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New push for most in US to get at least 1 HIV test

WASHINGTON (AP) — There's a new push to make testing for the AIDS virus as common as cholesterol checks.

Americans ages 15 to 64 should get an HIV test at least once — not just people considered at high risk for the virus, an independent panel that sets screening guidelines proposed Monday.

The draft guidelines from the U.S. Preventive Services Task Force are the latest recommendations that aim to make HIV screening simply a routine part of a check-up, something a doctor can order with as little fuss as a cholesterol test or a mammogram. Since 2006, the Centers for Disease Control and Prevention also has pushed for widespread, routine HIV screening.

Yet not nearly enough people have heeded that call: Of the more than 1.1 million Americans living with HIV, nearly 1 in 5 — almost 240,000 people — don't know it. Not only is their own health at risk without treatment, they could unwittingly be spreading the virus to others.

The updated guidelines will bring this long-simmering issue before doctors and their patients again — emphasizing that public health experts agree on how important it is to test even people who don't think they're at risk, because they could be.

"It allows you to say, 'This is a recommended test that we believe everybody should have. We're not singling you out in any way,'" said task force member Dr. Douglas Owens of Stanford University and the Veterans Affairs Palo Alto Health Care System.

And if finalized, the task force guidelines could extend the number of people eligible for an HIV screening without a copay in their doctor's office, as part of free preventive care under the Obama administration's health care law. Under the task force's previous guidelines, only people at increased risk for HIV — which includes gay and bisexual men and injecting drug users — were eligible for that no-copay screening.

There are a number of ways to get tested. If you're having blood drawn for other exams, the doctor can merely add HIV to the list, no extra pokes or swabs needed. Today's rapid tests can cost less than $20 and require just rubbing a swab over the gums, with results ready in as little as 20 minutes. Last summer, the government approved a do-it-yourself at-home version that's selling for about $40.

Free testing is available through various community programs around the country, including a CDC pilot program in drugstores in 24 cities and rural sites.

Monday's proposal also recommends:

—Testing people older and younger than 15-64 if they are at increased risk of HIV infection,

—People at very high risk for HIV infection should be tested at least annually.

—It's not clear how often to retest people at somewhat increased risk, but perhaps every three to five years.

—Women should be tested during each pregnancy, something the task force has long recommended.

The draft guidelines are open for public comment through Dec. 17.

Most of the 50,000 new HIV infections in the U.S. every year are among gay and bisexual men, followed by heterosexual black women.

"We are not doing as well in America with HIV testing as we would like," Dr. Jonathan Mermin, CDC's HIV prevention chief, said Monday.

The CDC recommends at least one routine test for everyone ages 13 to 64, starting two years younger than the task force recommended. That small difference aside, CDC data suggests fewer than half of adults under 65 have been tested.

"It can sometimes be awkward to ask your doctor for an HIV test," Mermin said — the reason that making it routine during any health care encounter could help.

But even though nearly three-fourths of gay and bisexual men with undiagnosed HIV had visited some sort of health provider in the previous year, 48 percent weren't tested for HIV, a recent CDC survey found. Emergency rooms are considered a good spot to catch the undiagnosed, after their illnesses and injuries have been treated, but Mermin said only about 2 percent of ER patients known to be at increased risk were tested while there.

Mermin calls that "a tragedy. It's a missed opportunity."

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Documentary: Inmate may be involved in OJ case

TAMPA, Fla. (AP) — A documentary says a Florida death-row inmate might have been involved in the murder of O.J. Simpson's ex-wife and her friend, a claim being criticized by one victim's family and being looked at skeptically by a detective who has dealt with the convict.

The Investigation Discovery show, "My Brother the Serial Killer," will air Wednesday. The film is a look at Glen Rogers, a carnival worker whom Florida jurors convicted in 1997 of killing a woman in a Tampa motel room.

Rogers, who is now 50, was also convicted of murder in California and is a suspect in homicides in Mississippi, Louisiana and Kentucky — and possibly several other states.

Most of his victims were women he had met in bars while drifting across the country. All of his victims were stabbed to death. With blazing blue eyes, a scraggly beard and long, blond hair, Rogers was arrested in November 1995, near Waco, Ky., after a nationwide manhunt for the so-called "Cross-Country Killer" and a 100 mph chase.

Rogers, who is from Hamilton, Ohio, met Nicole Brown Simpson in 1994 when he was living in Southern California, his family says in the documentary.

A criminal profiler in the film says he received paintings by Rogers with clues possibly linking him to the 1994 murders of Nicole Brown Simpson and her friend, Ronald Goldman. The profiler says that Rogers sent him a painting of the murder weapon used in the slayings.

"I believe that Glen believes he killed them," said Anthony Meoli, an Atlanta criminal profiler who has received more than 1,000 letters from Rogers and has interviewed him in prison.

Simpson was accused in those killings but the so-called "trial of the century" in Los Angeles ended with his acquittal in 1995.

Simpson never testified at the criminal trial, but memorably demonstrated in court that a glove found near the slaying scene did not fit his hand. He testified at length in a wrongful death trial that led a Los Angeles civil court jury in 1997 to find him liable for damages in the case. Simpson is serving a prison sentence in Nevada after being convicted in 2008 of leading five men, including two with guns, in a September 2007 confrontation with two sports memorabilia dealers and a middleman at a Las Vegas casino-hotel.

Much of the film is narrated by Rogers' brother, Clay Rogers, who used to rob homes with Glen Rogers as a teen but in 1993, called police on his brother after finding a body at the family's Kentucky cabin.

Clay Rogers said that in 1994, weeks before the infamous murders, his brother told him about meeting Nicole Simpson.

"They've got money, they're well off and I'm taking her down," Clay Rogers recalls Glen Rogers saying.

Other family members also said Glen Rogers talked about meeting Simpson's ex-wife.

In a statement, Goldman's sister criticized the documentary.

"I am appalled at the level of irresponsibility demonstrated by the network and the producers of this so-called documentary," Kim Goldman said. "This is the first time we are hearing about this story, and considering that their 'main character,' Glen Rogers, confessed to stabbing my brother and Nicole to death, you would think we would be in the loop."

Meoli said Rogers told him that OJ Simpson paid him to break into Nicole Brown Simpson's house to steal a pair of $20,000 earrings. Other clues, Meoli said, were that Rogers drove a white pickup for his construction job — a white pickup was seen near the Simpson house on the day of the murders — and that a second bloody footprint at the scene was never identified.

Rogers' family also said he sent his mother a gold angel pin with a diamond; Rogers later wrote to Meoli that he had sent it to his mother the day after the Simpson murders and implied that he stole it from Nicole Brown Simpson. "It's something everyone missed," Rogers wrote. Rogers' mother wore the pin at his Florida murder trial.

"All those things put together a plausible alternative theory," said Meoli.

In 1996, an Ohio newspaper reported that Rogers told his attorneys that he met Nicole Brown Simpson in a Los Angeles bar.

The film's director, David Monaghan, said Tuesday that he feels investigators should look into Rogers' claims of killing Simpson and Goldman — and the inmate should be held accountable for several other murders around the country as well.

"I considered very closely on whether I was part of a con game by Glen Rogers," said Monaghan, who said he began looking into Rogers' life during the Tampa trial. "I met many of his victims' families and I met families who have no closure, because Glen has not faced trial in those states. I believe he should not face the death penalty until all those crimes have been investigated."

But at least one detective who interviewed Rogers, though, says the convicted killer is lying in a misguided effort to get off death row.

Dan Frazee, a retired sheriff's deputy from Clermont County, Ohio, questioned Rogers about a 1992 unsolved homicide while Rogers was in prison. Rogers tried to make Frazee believe he had knowledge of the case when he really didn't, in hopes of going to Ohio, Frazee said.

"He's got nothing to do in prison right now but sit there and play games," Frazee said, adding that Rogers talked incessantly about death and murder and was "the most evil person I've ever talked to."

"It's like he has no soul," said Frazee.

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Follow Tamara Lush on Twitter at http://twitter.com/tamaralush

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Hostess, unions agree to mediation

Hostess Brands Inc agreed in court on Monday to enter private mediation with its lenders and leaders of a striking union to try to avert the liquidation of the maker of Twinkies snack cakes and Wonder Bread.

Hostess, its lenders and the Bakery, Confectionery, Tobacco Workers and Grain Millers International Union agreed to mediation at the urging of Bankruptcy Judge Robert Drain of the Southern District of New York, who advised against a more expensive, public hearing regarding the company's liquidation.

"My desire to do this is prompted primarily by the potential loss of over 18,000 jobs as well as my belief that there is a possibility to resolve this matter," Drain said.

The 82-year-old Hostess was seeking permission to liquidate its business, claiming that its operations have been crippled by a bakers strike and that winding down is the best way to preserve its dwindling cash. Hostess suspended operations at all of its 33 plants across the United States last week as it moved to start selling assets.

Heather Lennox, a lawyer for Hostess, said it would be hard for Hostess to recover from the damage it sustained due to the strike even if an agreement was forthcoming. Yet following the hearing, Hostess Chief Executive Officer Gregory Rayburn told reporters that there was always a chance Hostess could be saved.

"I think we have to see what unfolds," Rayburn said. "My impression is that the judge wants to understand the parties' positions and some of their logic, but it doesn't change our financial position.

"I'm happy to have the help," he added, referring to Drain's mediation following a breakdown of communication between Hostess and the union. "Maybe the judge will help. But can I handicap how it's going to go? No way."

A lawyer for Hostess' creditors' committee declined to comment.

The court-sanctioned mediation could make both sides more willing to give, said Nick Kalm, a communications consultant specializing in labor relations.

"It makes it much more likely that the company will put forward something that is less draconian... and the union will take it. The union realizes they are out of options," said Kalm.

BEHIND CLOSED DOORS

The BCTGM called the strike on November 9 after Hostess sought and won court approval to impose wage and benefit cuts.

Unlike other unions representing workers at Hostess, the BCTGM did not contest Hostess's action -- which allowed it to reject a collective bargaining agreement and impose its offer.

Given the fact that the union did not fight Hostess's motion in court, Judge Drain said it was "somewhat unusual to say the least, and perhaps illogical" that the union would then strike against it.

"Its an odd approach," Drain said. "Before thousands of people are put out of work it would seem to me worthwhile for both the union and the debtors to explore why that happened."

Drain also questioned whether the union had held discussions with competitors or potential suitors about a shiftover of jobs, saying the union's response to Monday's motion implied that it sees "meaningful sales available out there beyond the piecemeal sales that this motion contemplates."

A lawyer for the union did not immediately return a phone call seeking comment on whether such discussions had taken place.

BUYERS MAY EMERGE

Analysts have said Hostess' brands, which also include Nature's Pride, Dolly Madison and Drakes, are expected to draw interest from rivals including Flowers Foods, Pepperidge Farm owner Campbell Soup Co and Mexico's Grupo Bimbo.

Brian Boyle, a food industry investment banker at D.A. Davidson & Co, said it was hard to gauge the value of the Hostess assets, given that there are a lot of plants that are old and inefficient.

"The other wild card is whether you're going to see different buyers emerge for different segments of the business. So Flowers Foods, for instance, might want the cake segment and Bimbo could want the bread piece. So it comes down to 'are the parts greater than the whole?'," Boyle said. "In either case, significant labor and benefits concessions will be required."

Private equity firm Metropolous & Co said on Friday it was interested in pursuing the company, and on Monday, Fortune reported that Sun Capital Partners was interested. Sun Capital did not return a call seeking comment.

The company did have a potential white knight at one point, according to Hostess. Last spring, an outside equity investor had made a viable proposal that would help the company reorganize, it said, but the Teamsters union refused to agree to changes to the pension program and the outside investor walked away.

The company spent the summer and fall negotiating with all of the 12 unions trying to find a common path to reorganization, and did gain certain agreements with the Teamsters and many of the other unions, though not the BCTGM. At the same time the company started putting together a liquidation plan.

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Hostess, unions agree to mediation

Hostess Brands Inc. agreed in court on Monday to enter private mediation with its lenders and leaders of a striking union to try to avert the liquidation of the maker of Twinkies snack cakes and Wonder Bread.

Hostess, its lenders and the Bakery, Confectionery, Tobacco Workers and Grain Millers International Union (BCTGM), agreed to mediation at the urging of Bankruptcy Judge Robert Drain of the Southern District of New York, who preferred it to the more expensive, public hearing regarding the company's liquidation.

"My desire to do this is prompted primarily by the potential loss of over 18,000 jobs as well as my belief that there is a possibility to resolve this matter," Drain said.

The 82-year-old Hostess is seeking permission to liquidate its business, claiming that its operations had been crippled by a bakers strike and that winding down operations is the best way to preserve its dwindling cash.

Hostess suspended operations at all of its 33 plants across the United States last week as it moved to start selling assets.

Hostess faces several objections to its liquidation plan.

The U.S. Trustee, an agent of the U.S. Department of Justice who oversees bankruptcy cases, said in court documents it is opposed to the wind-down plan because Hostess plans improper bonuses to company insiders.

Several unions also objected to the company's plans, saying they made "a mockery" of laws protecting collective bargaining agreements in bankruptcy. The Teamsters, which represents 7,900 Hostess workers, said the company's plan would improperly cut the ability of remaining workers to use sick days and vacation.

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Cisco to buy cloud-networking start-up Meraki for $1.2 billion

(Reuters) - Networking equipment company Cisco Systems Inc said it will buy privately held cloud networking company Meraki for $1.2 billion in cash as part of its cloud and networking strategy.

Cisco said the acquisition of Meraki, which was founded in 2006 by members of MIT's Laboratory for Computer Science, is expected to close in the second quarter of Cisco's 2013 fiscal year and is subject to regulatory approval.

Cisco's second quarter runs until the end of January.

Meraki - funded by Sequoia Capital and Google Inc - offers Wi-Fi technology, switching, security and mobile device management from the cloud with a focus on mid-sized businesses.

"This is a very logical move for Cisco," said ZK research analyst Zeus Kerravala.

He said the deal will allow Cisco to offer alternative solutions to traditional Wi-Fi deployment models like smaller competitors, such as Aruba Networks and Ruckus Wireless, which debuted on Friday.

"Cisco didn't really have anything to counter that before," Kerravala noted.

Meraki's Chief Executive Sanjit Biswas said in a letter to employees posted on the company website that Cisco had approached the company several weeks ago.

The company's founders had at first rejected the offer in favor of continuing Meraki's strategy aimed at an initial public listing.

"After several weeks of consideration, we decided late last week that joining Cisco was the right path for Meraki," Biswas said.

He also said that Meraki had achieved a $100 million bookings run rate, grown to 330 employees and had a positive cash flow.

(Reporting by Nicola Leske, editing by Gary Crosse)

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Marlins salary dump to Toronto finalized

MIAMI (AP) — The Miami Marlins finalized their big salary dumping trade that sends All-Star shortstop Jose Reyes to the Toronto Blue Jays with pitchers Mark Buehrle and Josh Johnson, catcher John Buck and outfielder Emilio Bonifacio for seven relatively low-priced players.

Miami received infielders Yunel Escobar and Adeiny Hechavarria, pitchers Henderson Alvarez, Anthony DeSclafani and Justin Nicolino, catcher Jeff Mathis and outfielder Jake Marisnick under the deal, which was agreed to last week and completed Monday. The Marlins also are sending Toronto cash.

The trade was finalized after baseball Commissioner Bud Selig decided not to block it.

"This transaction, involving established major leaguers and highly regarded young players and prospects, represents the exercise of plausible baseball judgment on the part of both clubs (and) does not violate any express rule of Major League Baseball and does not otherwise warrant the exercise of any of my powers to prevent its completion," Selig said in a statement. "It is, of course, up to the clubs involved to make the case to their respective fans that this transaction makes sense and enhances the competitive position of each, now or in the future."

The players traded by the Marlins have combined guaranteed salaries of $163.75 million through 2018, including $96 million due Reyes.

The net coming off the Marlins' books is $154 million, which does not account for the cash involved in the trade.

Since flopping during the first half of their first season at their new ballpark, the Marlins also have traded former NL batting champion Hanley Ramirez, second baseman Omar Infante, right-hander Anibal Sanchez and closer Heath Bell.

The Marlins have been criticized for jettisoning veterans after moving into a ballpark largely funded by public money.

"I am sensitive to the concerns of the fans of Miami regarding this trade, and I understand the reactions I have heard," Selig said. "Baseball is a social institution with important social responsibilities and I fully understand that the Miami community has done its part to put the Marlins into a position to succeed with beautiful new Marlins Park. Going forward, I will continue to monitor this situation with the expectation that the Marlins will take into account the sentiments of their fans, who deserve the best efforts and considered judgment of their club. I have received assurances from the ownership of the Marlins that they share these beliefs and are fully committed to build a long-term winning team that their fans can be proud of."

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“Last Resort,” “666 Park Avenue” Dropped by ABC

LOS ANGELES (TheWrap.com) – ABC’s freshman submarine drama “Last Resort” has been sunk, and the network has shuttered “666 Park Avenue” while it’s at it.

The network has declined to pick up its freshman drama “Last Resort,” which starred Ande Braugher as a submarine commander whose crew is declared rogue enemies after he ignores a suspicious order.

Likewise, freshman drama “666 Park Avenue,” which starred Terry O’Quinn and Vanessa Williams, will also not go forward. That drama centered around a young couple who manage a New York City apartment building that’s plagued by supernatural occurrences.

Though the network says it will air the remaining episodes of both series, they have not been picked up for additional episodes.

“Last Resort,” which aired Thursdays at 8 p.m., dipped to a 1.3 rating/4 share in the advertiser-cherished 18-49 demographic, tying the lowest performance in the series’ short existence.

“666 Park Avenue,” which aired Sundays at 10 p.m., drew a 1.3/3 for its final airing, which also tied a series low.

Earlier Friday, CBS canceled its freshman comedy “Partners.”

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