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

• Heico (HEI) to outperform from market perform at FBR Capital.
• Eaton (ETN), Silgan Holdings (SLGN), MYR Group (MYRG) and Shaw Group (SHAW) to outperform from neutral at RW Baird.
• Infosys (INFY) to buy from Neutral at Nomura.
• Isle of Capri (ISLE) to buy from neutral at Merriman.
• NovaGold (NG) to sector perform from underperform at RBC Capital.
• CarMax (KMX) and Rockwell Collins (COL) to outperform from neutral at Credit Suisse.
• DHT Holdings (DHT) to overweight from neutral at JPMorgan.
• Cabot Oil & Gas (COG) to overweight from underweight at Morgan Stanley.

MOST NOTEWORTHY:

• Merriman believes GSI Technology Inc (NASDAQ: GSIT) is positioned to benefit as growing bandwidth demand and increasingly complex protocols drive the need for faster and higher density memory in networking equipment. The firm started shares with a Buy rating.
• Array Biopharma Inc (NASDAQ: ARRY) was assumed with an Outperform rating at William Blair. The firm thinks the company's pipeline contains significant value, which will be catalyzed over the next 12-18 months by continued clinical progress and potential partnerships.
• Continental Resources Inc (NYSE: CLR) was initiated with a Buy rating and $30 target at Jefferies, and points to the company's double-digit growth and strong reserve growth potential.

• Lehman initiated Ventas Inc (NYSE: VTR) with an Equal Weight rating $46 target and HCP Inc (NYSE: HCP) with an Overweight rating.
• The Boston Beer Company Inc (NYSE: SAM) was assumed with an Overweight rating and $43 target at HSBC.

MOST NOTEWORTHY:

• Deutsche Bank downgraded Coca-Cola Company (NYSE: KO) and PepsiCo (NYSE: PEP) to Hold from Buy on valuation, as they believe shares reflect prospects for growth.
  
• Business Objects (NASDAQ: BOBJ) was downgraded to Neutral from Buy at UBS following the acquisition by SAP AG (NYSE: SAP) and to Hold from Buy at Jefferies, as the firm finds the acquisition price fair and does not expect a counter-bid. Soleil believes the SAP offer is reflected in the stock price, and downgraded Business Objects to Hold from Buy.
  
• Roth Capital downgraded shares of Cognos (NASDAQ: COGN) to Hold from Buy based on recent share appreciation as shares capture a vast majority of a potential takeover bid; Goldman downgraded shares to Neutral from Buy and Jefferies downgraded shares to Hold from Buy on valuation.
  
• JP Morgan lowered shares of Cooper Companies (NYSE: COO) to Underweight from Neutral. The firm believes Street estimates are too high given a negative mix shift in the company's contact lens business, which could lead to a FY08 EPS shortfall.

• Goldman downgraded JetBlue Airways (NASDAQ: JBLU) to Neutral from Buy.
  
• Elizabeth Arden (NASDAQ: RDEN) was downgraded to Neutral from Buy at SunTrust.
  
• UBS downgraded Healthcare REITs to Market Weight from Overweight. UBS downgraded Health Care REIT (NYSE: HCN) and Ventas (NYSE: VTR) to Neutral from Buy and Omega Healthcare (NYSE: OHI) to Sell from Neutral.

MOST NOTEWORTHY:

• Deutsche Bank upgraded shares of National Grid (NYSE: NGG) to Buy from Hold as they believe the Keyspan deal will be positive for shareholders.
• Goldman upgraded shares of Shire Plc (NASDAQ: SHPGY) to Buy from Neutral and added the stock to their Conviction Buy List on valuation and expected gains in the ADHD market.
  
• On Semiconductor (NASDAQ: ONNN) was upgraded to Outperform from Market Perform at Wachovia on valuation.
  
• Enbridge Inc (NYSE: ENB) was raised to Sector Outperformer from Sector Performer at CIBC World Markets, as the firm sees an attractive 3-year return potential as new projects come into service and expects the stock's relative underperformance to come to an end.

• Visteon Corporation (NYSE: VC) was upgraded to Neutral from Sell at Goldman Sachs.
  
• RSC Holdings (NYSE: RRR) and Greenfield Online Inc (NASDAQ: SRVY) were upgraded to Overweight from Equal Weight at Lehman Brothers.
  
• Lockheed Martin Corporation (NYSE: LMT) was raised to Buy from Neutral at Merrill Lynch.
  
• Stifel upgraded Health Care REITs, including Healthcare Realty Trust (NYSE: HR), LTC Properties Inc (NYSE: LTC) and Ventas Inc (NYSE: VTR), to Buy from Hold.