Ventas (VTR) and Nationwide Health Properties (NHP) announced Ventas will acquire all of the outstanding shares of Health Properties for a fixed exchange ratio of 0.7866 Ventas shares for each share of NHP common stock they own. Ventas overall option implied volatility of 22 is below its 26-week average of 28, according to Track Data, suggesting decreasing price movement.

Kroger (KR) overall option implied volatility is at 25, according to Track Data, near its 26-week average, suggesting non-directional movement into expected Q4 results on March 3.

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

Ventas (VTR), which operates senior housing facilities, has been ramping up its dealmaking. For example, back in October, the company purchased Atria Senior Living Group for $1.5 billion.

Now, Ventas is making another big deal: the $5.8 billion purchase of Nationwide Health Properties (NHP). The company will issue 0.7866 of a share for each share in Nationwide. The upshot will be that Ventas will own about 65% of the new entity. The deal is expected to close in the third quarter.

Analyst Upgrades

• BP (BP) to buy from hold at RBS.
• Symantec (SYMC) to buy from hold at Deutsche Bank.
• GenOn Energy (GEN) and Nationwide Health Properties (NHP) to buy from hold at Citigroup.
• Logitech (LOGI) and Patriot Coal (PCX) to neutral from sell, as well as ARM Holdings (ARMH) to buy from neutral, at Goldman.
• Silvercorp Metals (SVM) to outperform from market perform at BMO Capital.
• Cinemark (CNK) to equal weight from underweight at Morgan Stanley.
• Smith & Nephew (SNN) to market perform from underperform at Bernstein.
• Molex (MOLX) to overweight from underweight at JPMorgan.

Analyst Upgrades

• Exxon Mobil (XOM) and BB&T (BBT) to outperform from perform at Oppenheimer.
• D.R. Horton (DHI) upgraded to outperform from market perform at Wells Fargo.
• Meritage Homes (MTH), Old Dominion Freight (ODFL) and Heartland Payment (HPY) to outperform from market perform at Wells Fargo.
• Toll Brothers (TOL) to overweight from equal weight at Barclays.
• Hershey (HSY) to buy from neutral at Janney Capital.
• UnitedHealth (UNH), Cigna (CI) and Allscripts (MDRX) to buy from hold at Deutsche Bank.
• Nationwide Health (NHP) to outperform from market perform at JMP Securities.
• Reynolds American (RAI) to buy from neutral at UBS.
• Adtran (ADTN), PG&E (PCG) and Wisconsin Energy (WEC) to overweight from equal weight at Morgan Stanley.

Analyst Upgrades

• FBR Capital upgraded Nike (NKE) to outperform from market perform. The firm believes the company's momentum is building following the better-than-expected Q3 report and raised its target for the stock to $84 from $67.
• Thomas Weisel upgraded Corning (GLW) to overweight from market weight, citing improving profitability and cash flow trends. The firm has a $24 price target for shares.
• Deutsche Bank upgraded Burger King (BKC) to buy from hold, citing valuation and potential positive catalysts from the bottoming of sales trends and easy comparisons. The firm raised its price target on shares to $24 from $19.
• Broadcom (BRCM) was upgraded to buy from neutral at Goldman.
• Energizer (ENR) was upgraded to overweight from neutral at JPMorgan.
• Guess (GES) was upgraded to buy from hold at Lazard Capital.

Analyst upgrades:

• Barclays upgraded Dollar Tree (NASDAQ: DLTR) to Overweight from Equal Weight and raised its target to $64 from $48 following the better-than-expected Q2 report.
• Cowen upgraded Whirlpool (NYSE: WHR) to Outperform from Neutral. The firm cites stabilizing demand trends and recovering margins for the upgrade.
• Susquehanna upgraded Isle of Capri (NASDAQ: ISLE) citing weakness following the weak quarter. The firm, which has a $13 target on shares, expects regional operators to benefit from improving macro trends quicker than destination markets.
• Senior Housing (NYSE: SNH) was upgraded to Outperform from Market Perform at Wells Fargo.
• Barclays (NYSE: BCS) was upgraded to Outperform from Market Perform at Keefe Bruyette.
• CGI Group (NYSE: GIB) was upgraded to Buy from Speculative Buy at Canaccord.

Analyst upgrades:

• Keefe Bruyette upgraded KeyCorp (NYSE: KEY) to Outperform from Market Perform due to valuation and the company's capital position. The firm has an $8 target price on the stock.
• BofA/Merrill upgraded its view of the semiconductor sector and upgraded Intel (NASDAQ: INTC) and Marvell Technology (NASDAQ: MRVL) to Buy from Neutral, LSI Corp. (NYSE: LSI) to Buy from Underperform, and Maxim (NASDAQ: MXIM) and National Semiconductor (NYSE: NSM) to Neutral from Underperform. The firm now sees 2010 revenue growth of 21% vs. its prior estimate of 14% due to improving electric demand and lean inventories.
• Thomas Weisel upgraded Vital Images (NASDAQ: VTAL) to Overweight from Market Weight based on compelling valuation and potential upside from its new ViTAL Enterprise product offering.
• Jones Apparel (NYSE: JNY) was upgraded to Buy from Neutral at Goldman.
• Hess Corp. (NYSE: HES) was upgraded to Overweight from Equal Weight at Barclays.
• Nationwide Health (NYSE: NHP) was upgraded to Outperform from Market Perform at Morgan Keegan.

• Goldman upgraded Nokia (NYSE: NOK) to Neutral from Sell on valuation and believes the company's guidance is realistic.
  
• SMH Capital upgraded GMX Resources (NASDAQ: GMXR) to Accumulate from Neutral and is positive on the company's capex reduction.
  
• Wachovia raised Nationwide Health Services (NYSE: NHP) to Outperform from Market Perform to reflect the company's diversified portfolio and "solid" capital position.
• Portugal Telecom (NYSE: PT) was upgraded to Equal Weight from Underweight at Morgan Stanley.
  
• Omnicare (NYSE: OCR) was upgraded to Buy from Hold at Soleil.
  
• SKF AB (OTC: SKFRY) was upgraded at JP Morgan to Neutral from Underweight.

MOST NOTEWORTHY:

• Citigroup initiated Wyeth (NYSE: WYE) with a Hold rating and $49 target. The firm believes the upside potential from bapineuzumab is masking the company's unfavorable average EPS and revenue growth forecast versus the industry.
  
• Piper believes 3SBio Inc (NASDAQ: SSRX) is the market leader in a largely underpenetrated EPO market in China and sees limited downside risk. Shares were assumed with a Buy rating and $12 target.
  
• RBC Capital initiated Cellcom Israel (NYSE: CEL) and Partner Communications (NASDAQ: PTNR) with Outperform ratings and targets of $40 and $30, respectively. RBC said they have defensive appeal given their predictable earnings stream.

• HCP (NYSE: HCP), Nationwide Health Properties (NYSE: NHP) and Medical Properties Trust (NYSE: MPW) were initiated with Market Perform ratings at Wachovia.
  
• SanDisk (NASDAQ: SNDK) was assumed with an Above Average rating and $20.50 target at Caris.