MAJOR PAPERS:

• Negotiations continued last night on a new labor agreement between Chrysler and the UAW, but it is unclear if an agreement will be reached by today's 11am deadline, reported the Wall Street Journal (subscription required).
• MGM Mirage (NYSE: MGM) is today expected to announce plans to build a $5B resort in Atlantic City, NJ that will be completed in 2012, reported the Wall Street Journal.
• The CEO of Swiss pharmaceutical company Roche Holding (OTC: RHHBY), Franz Humer, said he has no intention of increasing his company's $75 per share bid for U.S. diagnostics company Ventana Medical Systems (NASDAQ: VMSI), and is "very confident" that the offer will succeed, reported the Financial Times (subscription required).

OTHER PAPERS:

• Crain's Chicago Business reported that Aon Corporation (NYSE: AOC) has won back the insurance brokerage business of Sears Holdings Corporation (NASDAQ: SHLD).

WEBSITES:

• Harry Reid, the Senate Majority Leader, confirmed that there's little chance this year -- due to a crowded legislative calendar -- that there will be legislation to increase taxes on the private equity industry, reported TheDeal.com (subscription required).

MAJOR PAPERS:

• Barron's Online's (subscription required) "Weekday Trader" called Nucor Corporation (NYSE: NUE), a low-cost steel producer with a 4.7% dividend, a stock worthy of consideration.
• Royal Dutch Shell (NYSE: RDS.A) and PetroChina Company Limited (NYSE: PTR) have signed a provisional agreement for Shell to sell liquefied natural gas to PetroChina, reported the Wall Street Journal (subscription required).
  
• The Financial Times (subscription required) reported that Renaissance Technologies and DE Shaw, two of the biggest quantitative hedge fund managers, are raising money, despite concerns over the poor performance of many computer-driven funds last month.

OTHER PAPERS:

• According to the New York Times, Ventana Medical Systems Inc (NASDAQ: VMSI), which makes cancer diagnostic equipment, is expected to announce today that it will acquire Spring Bioscience for $28.9M in cash.
• The New York Post reported that General Electric Company (NYSE: GE) CEO Jeffrey Immelt is planning on bringing Beth Comstock back as GE's chief marketing officer, according to sources close to Immelt.

MOST NOTEWORTHY: ConocoPhillips (COP), Transocean (RIG), LifePoint Hospitals (LPNT), EOG Resources (EOG) and Quicksilver Resources (KWK) were today's noteworthy downgrades:

• Banc of America cut ConocoPhillips (NYSE: COP) to Neutral from Buy on valuation and the lack of upstream catalysts.

• Deutsche Bank cut Transocean (NYSE: RIG) to Hold from Buy based on the GlobalSantaFe (GSF) merger.

• Raymond James downgraded LifePoint Hospitals (NASDAQ: LPNT) to Market Perform from Strong Buy following the company's cut in guidance. Merrill Lynch downgraded LifePoint Hospitals to Neutral from Buy.

• Citigroup downgraded EOG Resources (NYSE: EOG) and Quicksilver Resources (NYSE: KWK) to Sell from Hold as both trade above the sector averages for NAV and cash flow and neither is well protected in the likely event commodity prices deteriorate...

OTHER DOWNGRADES:

• BMO Capital downgraded Biovail (NYSE: BVF) to Market Perform from Outperform.

• Brean Murray cut Spectrum Pharmaceuticals (NASDAQ: SPPI) to Sell from Buy.

• Wedbush downgraded Cosi Inc (NASDAQ: COSI) to Hold from Buy.

• RBC Capital downgraded Ventana Medical (NASDAQ: VMSI) to Sector Perform from Outperform.

Analyst summaries provided by TheFlyOnTheWall.com (subscription required).

Abbott Laboratories (NYSE: ABT) will not sell its primary in-vitro and point-of-care diagnostics businesses to General Electric (NYSE: GE) as planned, both companies say, due to a disagreement on the final terms of the $8.13 billion proposal.

Despite being approved by regulators in the U.S. and Europe, GE says that it was in both of their best interests to terminate it. The move would have given GE its first entry into the laboratory testing space.

The Wall Street Journal believes that the breakup may have been related to the continued regulatory problems at Abbott's Irving, TX, manufacturing facility. The unit has been problematic for Abbott, with $100 million in fines back in 1999. The FDA called Abbott's devices "adulterated" and "misbranded," which could have made GE nervous about taking on regulatory issues.

Some analysts say the deal's failure is a good thing because they think GE was overpaying. "Health care," says JP Morgan's Stephen Tusa in the Journal, "is still a place that we want to see them invest."

Abbott said the decision to cancel the contract would have no impact on their previously issued second-quarter or full-year guidance, excluding specified items. JP Morgan told investors this morning to buy shares of Abbott on the weakness from the news, saying that while the break-up is a setback, the company's broader plan is still intact.

Summer Street Research believes the lack of a deal between GE and Abbott could fuel speculation that one of them may now be interested in pursuing Ventana Medical Systems (NASDAQ: VMSI), the medical equipment supplier that recently rejected a $3 billion hostile offer from Roche Holding Ag (OTC: RHHBY).

MOST NOTEWORTHY: The Mosaic Company (MOS), LivePerson (LPSN) and three U.S. refiners were today's noteworthy downgrades:

• Goldman cut The Mosaic Company (NYSE: MOS) to Neutral from Buy on valuation.

• Stephens downgraded shares of LivePerson Inc (NASDAQ: LPSN) to EqualWeight from Overweight citing execution risk associated with the Kasamba.com acquisition.

• Citigroup cut shares of Sunoco Inc (NYSE: SUN) to Hold from Buy and Tesoro Corp (NYSE: TSO) and Valero Energy Corp (NYSE: VLO) to Sell from Hold based on valuation...

OTHER DOWNGRADES:

• Bear Stearns cut Ventana Medical Systems (NASDAQ: VMSI) to Peer Perform from Outperform.

• Baird downgraded F5 Networks (NASDAQ: FFIV) to Neutral from Outperform.

• Nuvelo Inc (NASDAQ: NUVO) was cut to Market Perform from Outperform at William Blair.

• Keefe Bruyette downgraded shares of Cowen Group (NASDAQ: COWN) to Market Perform from Outperform.

Analyst summaries provided by TheFlyOnTheWall.com (subscription required).

In a move that could complement its other recent acquisitions, Roche Holding Ltd (OTC: RHHBY) yesterday made a $75-a-share hostile bid for Ventana Medical Systems, Inc (NASDAQ: VMSI). The $3 billion cash offer would allow Roche to gain a test Ventana developed to screen patients who could respond to the Swiss pharmaceutical giant's breast cancer medicine, Herceptin. The main goal of acquiring Ventana would be to "move closer toward delivering tools to select the right drugs for the right patients, rather than saving costs," Roche CEO Franz Humer told the Wall Street Journal.

Roche has already agreed to three other diagnostic acquisitions this year: The company agreed to buy CuraGen Corporation's (NASDAQ: CRGN) 454 Life Sciences in March for $140 million, allowing it to gain the company's DNA-mapping technology, and later agreed to acquire BioVeris Corporation (NASDAQ: BIOV) for $600 million and NimbleGen Systems for $272.5 million. The acquisition of BioVeris will add a screening technology that stimulates cells to emit light, while the NimbleGen acquisition would add more genetic tools for drug research.

Should an acquisition be seen as a sure thing? No, executives at Ventana said. Although Roche has made several friendly efforts to engage in "meaningful discussions" with Ventana's chairman and board concerning a transaction, Ventana has so far rebuffed Roche. The company advised shareholders in taking any action in response to the offer, but said the Board would review Roche's offer and make a recommendation within 10 days. What may make this particular offer different is that the $75-per-share offer was nearly 45% higher than Ventana's closing price of $51.74 yesterday.

In the event of an acquisition, Roche said it would operate Ventana as a separate unit within its diagnostics division, allowing it to retain its management team and employees as well as its headquarters in Arizona. This would be a similar agreement to the one Roche maintains with U.S. biotech company Genentech Inc (NYSE: DNA), which is majority-owned by Roche but is managed as an independent company.

Based on a potential acquisition, analysts believe that biotechnology companies Gen-Probe Incorporated (NASDAQ: GPRO), Luminex Corporation (NASDAQ: LMNX) and Cepheid Inc (NASDAQ: CPHD) could be potential acquisition targets based on their technology platforms and product offerings.

MOST NOTEWORTHY: Merck & Co (MRK), Intersil Corp (ISIL), Nautilus Group (NLS) and Pacific Sunwear (PSUN) were some of today's more noteworthy upgrades:

• Merck & Co (NYSE: MRK ) was upgraded to Neutral from Sell at Goldman Sachs to reflect the company's continued revenue strength and raised guidance. They believe strong execution continues.
• JP Morgan upgraded Intersil Corp NASDAQ: ISIL) to Overweight from Neutral based on improving fundamentals.
• Matrix USA upgraded shares of Nautilus Group (NYSE: NLS) to Hold from Strong Sell after this week's sell-off.
• Pacific Sunwear of California (NASDAQ: PSUN) was added to Freidman Billing's Top Picks List, believing the turnaround is taking hold following strong March comps.

OTHER UPGRADES:

• Goldman added L-3 Communications Hlds (NYSE: LLL) to its Conviction Buy List and raised its target to $105 from $95.
• McCormick Corp (NYSE: MKC) was upgraded to Outperform from Market Perform at Wachovia citing core performance in both Industrial and Consumer, including a nominal boost in long-term growth outlook.
• Bear Stearns upgraded shares of Ventana Medical Systems (NASDAQ: VMSI) to Outperform from Peer Perform, citing the company's solid base business outlook and Symphony potential.
• Piper Jaffray upgraded Ocwen Financial (NYSE: OCN) to Outperform from Market Perform.
• JP Morgan upgraded TJX Cos (NYSE: TJX) to Neutral from Underweight expecting merchandising initiatives and marketing spending to drive growth.

Analyst summaries provided by TheFlyOnTheWall.com (subscription required).