Beckman Coulter (BEC) and Danaher (DHR) announced that they have entered into a definitive merger agreement under which Danaher will acquire all of Beckman Coulter's outstanding common stock for $83.50 per share in cash. Overall option implied volatility of 24 is below its 26-week average of 30, according to Track Data, suggesting decreasing price movement.

Pride (PDE) stockholders will receive 0.4778 newly issued shares of Ensco (ESV), plus $15.60 in cash for each share of Pride common stock. Pride overall option implied volatility of 40 is below its 26-week average of 43, according to Track Data, suggesting decreasing price movement.

Options Update is by Stock Specialist Paul Foster of theflyonthewall.com.

Betting on the outcome of a buyout is no easy feat. Will there be a heated auction? Or will the bidders have doubts and want price concessions?

The result is often much volatility. Just look at Beckman Coulter (BEC), a top medical diagnostic instruments company. In early December, the company put itself up for sale and the stock price surged to $72. Since then, the shares have traded in band of $71 to $75.

Beckman Coulter (BEC), a top medical diagnostic instruments company, has been public over 20 years. But it looks like its days of independence may soon be over. According to a report in the Wall Street Journal, Beckman is in the process of selling itself. So far in today's trading, the shares are up 27% to $72.57, with the market cap at about $5 billion.

Beckman's products span many categories like biomedical testing and lab automation. The installed base is roughly 200,000. In fact, a large portion of the revenues come from recurring sources (such as refilling supplies for the machines). In other words, Beckman has sturdy cash flow stream.

Analyst Upgrades

• Advance Auto Parts (AAP) was upgraded to Perform from Underperform at Oppenheimer.
• Macquarie upgraded Gen-Probe (GPRO) and Beckman Coulter (BEC) to neutral from underperform.
• Tyco (TYC) was upgraded to neutral from reduce at Nomura.
• BofA/Merrill upgraded Cousins Properties (CUZ) to buy from underperform.
• Morgan Stanley upgraded Energy Conversion (ENER) to equal weight from underweight.
• Thermo Fisher (TMO) was upgraded to buy from hold at Auriga.

Option traders appear to be setting up for a bullish move on TransDigm Group Incorporated (TDG). Traders plowed into 1,865 new call option contracts -- 84.77 times the average volume -- on the stock on Thursday. And we know that traders were eager to get into this trade because 96% of the trades came in on the ask price.

TransDigm has been hitting 52-week highs for a few days in a row now. The stock closed Thursday at $61.25, up 7.65% during the past month.

Analyst upgrades:

• Morgan Keegan upgraded Copano Energy (CPNO) to Outperform from Market Perform based on the $300M capital infusion it received from TPG Capital.
• Wells Fargo upgraded SunTrust (STI) to Market Perform from Underperform following the company's Q2 results citing improving credit quality trends and valuation.
• UBS upgraded Baidu (BIDU) to Buy from Neutral based on solid fundamentals following the strong Q2 report and guidance and valuation. The firm raised its price target to $92 from $69.
• Baxter (BAX) was upgraded to Conviction Buy from Neutral at Goldman.
• JetBlue (JBLU) was upgraded to Buy from Hold at Soleil.
• Penn Virginia GP (PVG) was upgraded to Outperform from Sector Perform at RBC Capital.

Analyst downgrades:

• Piper Jaffray downgraded Beckman Coulter (BEC) to Neutral from Overweight following the company's weaker than expected Q2 results and lowered guidance. The firm lowered its target for shares to $60 from $74. Shares were also downgraded to Hold from Buy at Jefferies and to Neutral from outperform at Baird following the company's reduced guidance.
• Keefe Bruyette cut AmeriCredit (ACF) to Market Perform from Outperform following the acquisition by General Motors (GM, MTLQQ).
• FBR Capital downgraded SunTrust (STI) to Market Perform from Outperform and lowered its price target to $27 from $34. The analyst believes larger banks are better positioned than regionals due to greater prospects of reserve releases.
• Travelers (TRV) was downgraded to Perform from Outperform at Oppenheimer.
• Lender Processing (LPS) was downgraded to Neutral from Buy at Goldman.
• Penn Virginia Resource (PVR) was downgraded to Sector Perform at RBC Capital.

Analyst initiations:

• ThinkEquity assumed coverage of SanDisk (SNDK) with a Buy rating.
• Macquarie initiated Allergan (AGN) with an Outperform rating and $75 price target.
• Macquarie also initiated Cooper Companies (COO) with an Outperform rating and $45 price target.
• NCR Corp (NCR) was initiated with a Hold rating at KeyBanc.
• CryoLife (CRY) was started at Benchmark Co. with a Buy rating and $8 target.
• China New Borun (BORN) was initiated with an Overweight rating and $7.40 target at Piper Jaffray.

Analyst Upgrades

• Bernstein upgraded Corning (GLW) to outperform from market perform based on Gorilla glass prospects and valuation. The firm raised its price target to $22 from $21.
• RBC Capital upgraded Beckman Coulter (BEC) two rating levels to outperform from underperform, citing valuation and customer checks that indicate high retention rates. The firm upped its target for shares to $65 from $55.
• Credit Suisse upgraded Canadian Pacific (CP) to outperform from underperform. The firm expects Canadian Pacific to have stronger-than-average Q2 volume growth, improved productivity and notes leverage to growth in Asia, among other reasons for the upgrade. The firm raised its target to $75 from $59.
• Freeport McMoRan (FRX) was upgraded to overweight from neutral at HSBC.
• Solera (SLH) was upgraded to strong buy from buy at Needham.
• Jefferies upgraded IPC The Hospitalist Co. (IPCM) to buy from hold.

Analyst Upgrades

• Oppenheimer upgraded Citigroup (C) to outperform from perform, citing an attractive valuation following the recent pullback in shares. The firm has a $4.58 price target for the stock.
• Macquarie upgraded Transocean (RIG) to to outperform from neutral and has price target of $85 on the stock. The firm believes bad news is already priced into shares.
• JPMorgan upgraded U.S. Bancorp (USB) to overweight from neutral, citing the recent pullback in shares and a lower impact from the financial reform bill. The firm has a $31.50 price target for the stock.
• Boeing (BA) was upgraded to equal weight from underweight at Morgan Stanley.
• Health Net (HNT) was upgraded to buy from hold at Stifel Nicolaus.
• Vale (VALE) was upgraded to overweight from neutral at HSBC.

Analyst Upgrades

• Kaufman Bros. upgraded Palm (PALM) to hold from sell after the company was acquired by Hewlett-Packard (HPQ).
• Citigroup upgraded Akamai (AKAM) to buy from hold following the company's better-than-expected Q1 results. The firm raised its target for shares to $44 from $32.
• Deutsche Bank upgraded Rockwell Automation (ROK) to hold from sell following the company's Q2 results and guidance. The firm raised its target for shares to $60 from $49.
• First Solar (FSLR) was upgraded to buy from hold at Deutsche Bank and to hold from sell at Soleil.
• Beckman Coulter (BEC) was upgraded to overweight from neutral at Piper Jaffray.
• Barrick Gold (ABX) was upgraded to buy from hold at Jefferies.

Analyst Upgrades

• Kaufman Bros. upgraded Baidu (BIDU) to buy from hold and raised its target price for shares to $690 from $540 after Google (GOOG) said it has stopped censoring its search services on Google.cn in China. The firm believes the Chinese government is likely to restrict access to Google's site now, a move that would benefit Baidu.
• Baird upgraded Autoliv (ALV) to outperform from neutral and raised its target to $60 from $47. The firm cites valuation and strong revenue performance for the upgrade.
• Jesup & Lamont upgraded Tiffany (TIF) to buy from hold following the company's Q4 results and better-than-expected guidance. The firm has a $55 price target for shares.
• Automatic Data Processing (ADP) was upgraded to neutral from underperform at Cowen.
• American Superconductor (AMSC) was upgraded to buy from hold at Jefferies.
• Saks (SKS) was upgraded to overweight from neutral at JPMorgan.

Analyst upgrades:

• JP Morgan upgraded Alcoa (NYSE: AA) to Overweight from Neutral and added shares to its Focus List. The analyst said the equity offering and dividend cut provide enough "liquidity insurance" to make it through 2009 and now views risk/reward as attractive.
  
• Deutsche Bank upgraded Asbury Automotive (NYSE: ABG) to Buy from Hold as it finds the current valuation attractive and thinks the company's cost savings will drive upside in a recovery. The firm raised its target price to $7 from $5.50.
  
• Barclays upgraded Beckman Coulter (NYSE: BEC) to Overweight from Equal Weight. Following their healthcare conference and management meetings, the firm sees increased visibility into revenues.
• Waddell & Reed (NYSE: WDR) was raised to Buy from Neutral at Goldman.
  
• Nokia (NYSE: NOK) was upgraded to Outperform from Neutral at Credit Suisse.
  
• Brocade (NASDAQ: BRCD) was lifted to Outperform from Sector Perform at RBC Capital.

MOST NOTEWORTHY: Beckman Coulter, BT Group and Micromet were today's noteworthy initiations:

• Oppenheimer believes Beckman Coulter (NYSE:BEC) is well-positioned to leverage its broad installed base in the clinical lab market to increase sales of its consumable and a new molecular diagnostics instrument expected in 2010. The firm initiated shares with an Outperform rating and $80 target.
  
• Societe Generale expects BT Group's (NYSE:BT) domestic revenues to deteriorate as line erosion accelerates; shares were assumed with a Sell rating.
  
• Roth Capital started Micromet (NASDAQ:MITI) with a Buy rating and $3 target. The firm expects the company's proprietary 'BiTE' antibody platform to gain validation as its lead candidate MT103 starts accumulating clinical data in multiple hematology indications.

OTHER INITIATIONS:

• Yahoo! (NASDAQ:YHOO) was initiated with a Neutral rating at Merrill.
  
• Piper resumed coverage of Alexion Pharma (NASDAQ:ALXN) with a Buy rating and $88 target.
  
• MedAssets (NASDAQ:MDAS) was started at Jefferies with a Buy rating and $25 target.

MOST NOTEWORTHY: GPC Biotech, Akamai, Qwest, Shutterfly and LDK Solar were today's noteworthy downgrades:

• GPC Biotech (NASDAQ: GPCB) was downgraded to Sell from Neutral at Goldman, to Sell from Hold at Deutsche Bank and to Underweight from Overweight at Lehman after the company's phase III trial of satraplatin to treat prostate cancer did not meet its primary endpoint.
  
• Deutsche Bank downgraded shares of Akamai Technologies (NASDAQ: AKAM) to Hold from Buy on valuation following the recent rally as they believe concerns around slowing growth, margins and capital efficiency will limit upside.
  
• Qwest Communications (NYSE: Q) was downgraded to Sector Performer from Outperformer at CIBC and to Neutral from Overweight at JP Morgan following the company's disappointing Q3 results.
  
• Jefferies downgraded shares of Shutterfly (NASDAQ: SFLY) following the better-than-expected Q3 results due to valuation.
  
• Piper downgraded shares of LDK Solar (NYSE: LDK) to Market Perform from Outperform, as they expect higher blended poly cost for the company due to tightening scrap poly supply and increased competition.

OTHER DOWNGRADES:

• Maxwell Technologies (NASDAQ: MXWL) was downgraded to Underperform from Market Perform at JMP Securities.
  
• UBS downgraded Estee Lauder (NYSE: EL) to Sell from Neutral.
  
• Merrill downgraded CommScope (NYSE: CTV) to Neutral from Buy.
  
• Under Armour (NYSE: UA) was downgraded to Underperform from Market Perform at Raymond James.
  
• RBC Capital downgraded Beckman Coulter (NYSE: BEC) to Sector Perform from Outperform.

Stock futures are positive in early morning trading indicating a possible similar open for stocks to start the week following a week of solid gains that saw the Dow return to positive territory for the year.

Today investors await some housing data. Still jittery about the subprime mortgage market, investors keep a close eye on the housing market as a whole. Higher oil prices as tensions with Iran increase are affecting pre-market indications as well.

At 10:00 a.m. this morning, February new home sales will be released. The market expects a rise from 937,000 in January to 995,000 in February.

Overseas, Asian markets closed mostly higher. Stocks in Europe are mixed. The dollar continued to strengthen against the euro and the yen.

In corporate news:

Citigroup Inc. (NYSE:C) is putting forth a restructuring plan that could involve cutting some 15,000 job and a charge against earnings of more than $1 billion, according to the Wall Street Journal.

Intel Corp. (NASDAQ:INTC) said it will build a $2.5 billion chip factory in northeastern China to better tap into the booming Chinese market.

Beckman Coulter, Inc. (NYSE:BEC) announced it is acquiring the biomedical research company Biosite, Inc. for approximately $1.55 billion.

German sports car maker Porsche has increased its stake in Volkswagen to 30.9% by exercising an option to take an extra 3.6% voting stake as of Wednesday. Under German law this constitutes a takeover and would require Porsche to make an offer to other VW shareholders.

Notable analyst calls this morning:

• Time Warner Inc. (NYSE:TWX) is up 0.8% in early pre-market trading after Bear Stearns upgraded it from Peer Perform to Outperform.
• Dell Inc. (NASDAQ:DELL) was upgraded from Neutral to Buy at Goldman Sachs. DELL shares are up nearly 3% in pre-market.
• United Technologies Corp. (NYSE:UTX) was upgraded to Outperform from Neutral by Credit Suisse on hopes for the company's quality control program.