OTCPicks.com: OTCPicks.com Stocks to Watch for Wednesday, November 26th MEMY, ETFC, CSUN, TSHL

Nov 26, 2008 (M2 PRESSWIRE via COMTEX) -- TSHL | Quote | Chart | News | PowerRating -- Our Stocks to Watch tomorrow include Memory Pharmaceuticals Corp. (Nasdaq: MEMY), E*Trade Financial Corp. (Nasdaq: ETFC), China Sunergy Company Ltd. (Nasdaq: CSUN | Quote | Chart | News | PowerRating) and Tri-Star Holdings Inc. (OTC: TSHL).

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MEMORY PHARMACEUTICALS CORPORATION (NASDAQ: MEMY | Quote | Chart | News | PowerRating) "Up 312.37% on Tuesday"

Detailed Quote: http://www.otcpicks.com/quotes/MEMY.php

Memory Pharmaceuticals Corp., a biopharmaceutical company, focuses on the discovery and development of drug candidates for the treatment of central nervous system conditions. It offers drugs for neurological diseases associated with aging, such as Alzheimer's disease, as well as psychiatric disorders, such as schizophrenia, cognitive impairment associated with schizophrenia (CIAS), and depression. The company's products include MEM 1003, a neuronal L-type calcium channel modulator that is in phase II clinical trials for the treatment of Alzheimer's disease and bipolar disorder; and nicotinic alpha-7 agonists, including MEM 3454, a phase IIa clinical trial product and MEM 63908, a phase I clinical trial product for the treatment of Alzheimer's disease and CIAS. Its products also comprise PDE4 inhibitors, including MEM 1414, a phase I clinical trial program, as well as MEM 1917 for CNS disorders and depression; PDE10 Inhibitor program; and 5-HT6 Antagonists for the treatment of Alzheimer's disease, schizophrenia, attention deficit disorder, and obesity. The company has collaborations with F. Hoffman-La Roche, Ltd. for the development of nicotinic alpha-7 agonists; and Amgen, Inc. for the development of PDE10 inhibitors. In addition, it has a development agreement with The Stanley Medical Research Institute to develop MEM 1003 as a treatment for bipolar disorder. The company was founded in 1997 and is based in Montvale, New Jersey.

MEMY News:

November 25 - Roche Signs Definitive Agreement to Acquire Memory Pharmaceuticals

Roche and Memory Pharmaceuticals (Nasdaq: MEMY | Quote | Chart | News | PowerRating) announced that the two companies have signed a definitive merger agreement for Roche to acquire all the outstanding shares of Memory Pharmaceuticals in an all-cash transaction for an aggregate price of approximately USD 50 million.

Memory Pharmaceuticals develops innovative drug candidates for the treatment of debilitating central nervous system (CNS) disorders such as Alzheimer's disease and schizophrenia. Memory Pharmaceuticals' nicotinic alpha-7 agonist drug candidates in these disease areas are already in partnered programmes with Roche: R3487/MEM 3454 is in phase II clinical trials for Alzheimer's disease and schizophrenia; R4996/MEM 63908 is in phase I for Alzheimer's disease.

"Acquiring Memory Pharmaceuticals will enable Roche to secure the future development of its promising nicotinic alpha-7 agonists," said William Burns, CEO Division Roche Pharmaceuticals. "The innovative work carried out by the scientists at Memory Pharmaceuticals will be fully integrated into Roche's R&D portfolio with the aim of providing new hope for patients and caregivers affected by devastating diseases such as Alzheimer's."

Jonathan Fleming, Chairman of the Board of Directors of Memory Pharmaceuticals said: "Since founding Memory Pharmaceuticals in 1998, we have focused on developing medicines that could make a real difference to the lives of CNS patients. I am proud of the progress our dedicated team has made and I am confident that Roche's capabilities and experience in the CNS field will enable our research to realise its full potential."

Terms of the agreement

Under the terms of the merger agreement, Roche will commence a tender offer to acquire all of the outstanding shares of Memory common stock at a price of $0.61 per share in cash. This price represents a 319% premium to the closing price on 24 November 2008. The closing of the tender offer will be subject to the tender of a number of shares that, together with the shares owned by Roche, represent a majority of the total number of outstanding shares (assuming the exercise of all exercisable options and warrants having an exercise price per share less than or equal to the tender offer price) and other customary conditions. Following completion of the tender offer, Roche will acquire all remaining shares through a second step merger. Directors, officers and stockholders holding approximately 29.5% of the outstanding shares have agreed to tender their shares and otherwise support the transaction. Additional information regarding the transaction will be set out in the offer to purchase and other disclosure documents to be provided to stockholders in connection with the transaction.

ABOUT ROCHE PHARMACEUTICALS

Headquartered in Basel, Switzerland, Roche is one of the world's leading research-focused healthcare groups in the fields of pharmaceuticals and diagnostics. As the world's biggest biotech company and an innovator of products and services for the early detection, prevention, diagnosis and treatment of diseases, the Group contributes on a broad range of fronts to improving people's health and quality of life. Roche is the world leader in in-vitro diagnostics and drugs for cancer and transplantation, and is a market leader in virology. It is also active in other major therapeutic areas such as autoimmune diseases, inflammatory and metabolic disorders and diseases of the central nervous system. In 2007 sales by the Pharmaceuticals Division totalled 36.8 billion Swiss francs, and the Diagnostics Division posted sales of 9.3 billion Swiss francs. Roche has R&D agreements and strategic alliances with numerous partners, including majority ownership interests in Genentech and Chugai, and invested over 8 billion Swiss francs in R&D in 2007. Worldwide, the Group employs about 80,000 people.

E*TRADE FINANCIAL CORPORATION (NASDAQ: ETFC | Quote | Chart | News | PowerRating) "Up 50.00% on Tuesday"

Detailed Quote: http://www.otcpicks.com/quotes/ETFC.php

The E*TRADE FINANCIAL family of companies provides financial services including trading, investing and banking for retail and institutional customers. Securities products and services are offered by E*TRADE Securities LLC (Member FINRA/SIPC). Bank products and services are offered by E*TRADE Bank, a Federal savings bank, Member FDIC, or its subsidiaries.

ETFC News:

November 25 - E*TRADE FINANCIAL Corporation Provides Update on Capital Purchase Program Application

E*TRADE FINANCIAL Corporation (Nasdaq: ETFC | Quote | Chart | News | PowerRating) announced it continues to work constructively with regulators through each phase of its application for the U.S. Treasury's TARP Capital Purchase Program. The Company remains optimistic that it will receive the necessary approvals and expects to make an announcement in the near future.

CHINA SUNERGY COMPANY LIMITED (NASDAQ: CSUN | Quote | Chart | News | PowerRating) "Up 48.44% on Tuesday"

Detailed Quote: http://www.otcpicks.com/quotes/CSUN.php

China Sunergy Co., Ltd. is a specialized manufacturer of solar cell products in China. China Sunergy manufactures solar cells from silicon wafers utilizing crystalline silicon solar cell technology to convert sunlight directly into electricity through a process known as the photovoltaic effect. China Sunergy sells solar cell products to Chinese and overseas module manufacturers and system integrators, who assemble solar cells into solar modules and solar power systems for use in various markets.

CSUN News:

November 25 - China Sunergy Announces Financial Results for the Third Quarter 2008

Reports Third Quarter Revenues of US$119.0 million, an Increase of 142.9% Year-Over-Year; Solar Cell Production and Gross Margin are both within Guidance at 35.7.MW and 9.3% respectively

China Sunergy Co., Ltd. (Nasdaq: CSUN | Quote | Chart | News | PowerRating) ("China Sunergy" or the "Company"), a specialized solar cell manufacturer based in Nanjing, China, announced its financial results for the third quarter of 2008.

Third Quarter Financial Results

* Revenues were US$119.0 million, representing a 142.9% and 6.6% increase compared to the third quarter of 2007 and the second quarter of 2008, respectively; revenues generated from solar cell sales were US$113.4 million, representing a 144.9% and 8.6% increase compared to the third quarter of 2007 and the second quarter of 2008, respectively.

* Gross profit was US$11.1 million compared to US$1.0 million and US$11.6 million during the third quarter of 2007 and the second quarter of 2008, respectively. Gross margin was 9.3%, which was within the Company's guidance range, compared to 2.1% and 10.4% during the third quarter of 2007 and the second quarter of 2008, respectively. Blended gross margin was impacted mainly by the reduced OEM volume, compared to previous quarter.

* GAAP net income was US$0.2 million, compared to net loss of US$4.4 million and net income of US$3.1 million in the third quarter of 2007 and the second quarter of 2008, respectively. Lower GAAP net income was largely due to non-operational accounting measures.

* Non-GAAP net income, which excludes share-based compensation and change in fair value of non-cash derivative loss, was US$2.0 million, compared to non-GAAP net loss of US$4.3 million and non-GAAP net income of US$4.0 million in the third quarter of 2007 and the second quarter of 2008, respectively.

* GAAP net income per ADS was US$0.01 both on basic and diluted basis, compared to a net loss of US$0.11 and a net income of US$0.08 per ADS in the third quarter of 2007 and the second quarter of 2008, respectively.

* Non-GAAP net income per ADS, which excludes share-based compensation and change in fair value of non-cash derivative loss, was US$0.05 both on basic and diluted basis, compared to a non-GAAP net loss of US$0.10 and a non-GAAP net income of US$0.10 per ADS in the third quarter of 2007 and the second quarter of 2008, respectively.

* Operating cash flow in this quarter was positive US$1.8 million.

Commenting on the financial results, Dr. Allen Wang, CEO of China Sunergy, said: "Despite experiencing a deteriorating market environment towards the end of the quarter, which resulted in some canceled orders, I am pleased that we were able to achieve our guidance for the quarter regarding margins and production volume. We have maintained our focus on execution through the signing of an important sales agreement and procuring high-quality silicon supplies at flexible and favorable prices, which will benefit the long term health of our Company despite the short-term impact of operating within an extremely challenging and uncertain solar sector."

Third Quarter and Recent Operational Highlights

1) Quarterly production of 35.7 megawatts ("MW") of solar cells represented a 100.6% increase on a year-over-year basis and an 8.8% increase sequentially.

2) Shipments of solar power products amounted to approximately 34.1 MW, representing a 105.4% increase on a year-over-year basis and a 2.6% decrease sequentially. Shipments were impacted by several orders which were canceled in late September due to market conditions, which would have amounted to 4.3 MW.

3) Shipments of high efficiency cells (defined as any cells with a conversion efficiency rate of over 17%) during the third quarter of 2008 amounted to 11.1MW, or 34.0% of total solar cell shipments, slightly less than the 11.4 MW, or 36.8% of total solar cell shipments, during the second quarter of 2008.

4) Average selective emitter (SE) cell conversion efficiency was 17.2% in the third quarter of 2008. Cells produced on the HP lines achieved an average conversion efficiency rate of approximately 16.7%.

5) The Company entered into a seven year sales agreement with Wuxi Guofei Green Energy Source Co., Ltd. ("Wuxi Guofei"), a leading Chinese solar energy company. Under the Agreement, China Sunergy will supply Wuxi Guofei with 10 MW of monocrystalline cells each year, beginning in 2009 and concluding in 2015.

"Although we were only moderately affected by the market situation towards the end of the third quarter, we have experienced much more severe pressure on our operations in recent months particularly in October as ASP erosion has been rapid," continued Dr. Wang. "While this will significantly impact our results in the coming quarter and hence the full year, we have already implemented critical adjustments to minimize the long-term effect of the current environment and ensure that as the solar sector regains equilibrium we will be poised to regain the momentum that we demonstrated over the past quarters."

Technological Developments

During the quarter China Sunergy continued to make progress with the production and development of its high-efficiency cells. China Sunergy currently has one SE line and four HP lines available for operation, and has maintained one multi-crystalline P type line to cater to current client requirements.

The installation of the four new selective emitter ("SE") cell production lines is scheduled to be completed by the end of November, which will bring the total number of SE lines in production to five from the beginning of 2009. It should be noted that given any specific quality of wafer the SE cells not only generally achieve higher conversion efficiencies than our P and HP-type cells, but they also display greater wafer quality tolerance and are therefore able to achieve this even when poorer quality wafers are used during production.

China Sunergy's investment in more advanced cells has again resulted in impressive returns with regards to the development of new forms of high efficiency cells. In particular, significant breakthrough has been achieved in the advancement of the N-type cells. At the laboratory level, an average efficiency of over 19% was consistently achieved, and the Company has put up a plan to start commercial shipments late in the fourth quarter of 2009. Additionally, the planned R&D center in Shanghai remains scheduled to be completed during the first half of 2009.

Third Quarter 2008 Financial and Business Review

Revenues, Shipment and Production:

During the third quarter of 2008, revenues increased 142.9% on a year- over-year basis, and 6.6% sequentially to US$119.0 million.

Sales from solar cells, modules and processed cells under OEM arrangements and other sales accounted for 95.3%, 4.2%, 0.2% and 0.3% of total revenues, respectively. Shipments, including 1.2MW for module sales and 0.3MW of solar cells processed under OEM arrangements, amounted to approximately 34.1 MW, compared to 16.6 MW during the third quarter of 2007 and 35.0 MW during the second quarter of 2008.

During the third quarter of 2008, the Company increased its quarter-on- quarter sales of solar cell products by 8.6% as compared to the previous quarter. The percentage of solar cell sales in overseas markets of total solar cell sales was 45.1% in the third quarter of 2008 compared to 48.3% and 39.5% in the third quarter of 2007 and the second quarter of 2008, respectively.

Of the 32.6 MW of solar cells shipped during the third quarter, 11.1 MW were in the form of high efficiency cells (defined as any cells with a conversion efficiency rate of 17% and above.)

Gross Profit, Gross Margins and Average Selling Price ("ASP"):

Gross profit for the quarter was US$11.1 million, which led to a blended gross margin of 9.3%, down from 10.4% in the previous quarter, mainly as a result of less OEM volume. The gross margin of solar cells was largely the same as the previous quarter.

Blended ASP for the third quarter of 2008 rose from US$3.37 per watt in the previous quarter to US$3.48 per watt due in part to the strengthening of the Renminbi against U.S. dollar. The blended ASP for the third quarter of 2007 was US$2.85.

Wafer Costs:

Wafer costs continued to account for a large proportion of overall manufacturing costs. In the third quarter of 2008, wafer costs rose to US$2.87 per watt compared to US$2.45 and US$2.79 per watt in the third quarter of 2007 and the second quarter of 2008, mainly due to the strengthening of the Renminbi against U.S. dollar and the price increase of wafer.

Wafer costs per watt as a percentage of total production costs per watt declined slightly from 91.2% in the second quarter of 2008 to 91.1% in the third quarter of 2008, mainly due to the increased production volume. Other production costs, which mainly consisted of other raw materials, labor, depreciation and utilities, were US$0.28 per watt compared to US$0.27 in the second quarter of 2008.

SG&A, Operating Profit and Net Income:

Our SG&A expenses in the third quarter of 2008 were US$4.9 million, compared to US$4.2 million in the third quarter of 2007 and US$5.1 million sequentially, which included share based compensation charge US$0.9 million, US$0.1 million, and US$0.9 million, respectively.

Profit from operations was US$5.7 million, compared to an operating loss of US$3.6 million and an operating profit of US$6.0 million for the third quarter of 2007 and the second quarter of 2008, respectively.

Interest expense for the third quarter 2008 was US$2.1 million, compared to US$2.0 million for the third quarter of 2007 and US$1.7 million for the second quarter of 2008, respectively. The increase was attributable to amortization of expenses and interest charges related to the senior convertible bonds closed on July 1, 2008.

In the third quarter we had other expenses amounting to US$3.7 million, mainly from unrealized foreign currency exchange loss due to devaluation of the Euro against Renminbi.

The Company reported a decline in net income to US$0.2 million this quarter, largely due to exchange and foreign currency derivative loss. This compares to a net income of US$3.1 million in the previous quarter and a net loss of US$4.4 million in the third quarter of 2007.

Non-GAAP net income, which excludes share-based compensation and change in fair value of non-cash derivative loss, was US$2.0 million in the third quarter of 2008, compared to net loss of US$4.3 million and net income of US$4.0 million in the third quarter of 2007 and the second quarter of 2008, respectively (please refer to note 1 of reconciliation).

Balance Sheet and Cash Flow

As of September 30, 2008, the Company had cash and cash equivalents of US$122.1 million. Net operating cash inflow for the third quarter was US$1.8 million. The Company also has access to an untapped bank credit facility of US$70M as at the end of September, and at this point sees no issues in its ability to renew existing bank loans or to obtain new lines of credit, should they be necessary.

Inventory was at a similar level compared to the second quarter, and the Company's working capital ratio improved from 178% in the second quarter to 212% in the third quarter. Depreciation and amortization were US$1.4 million and capital expenditures were US$8.7 million.

Capital expenditures in Q3 were payments made for equipment relating to the expansion of the Company's selective emitter cell lines. The outstanding payment for the 4 SE lines is US$12M and the budget for the R&D Center in Shanghai is US$8M. These two items have been accounted for. The only new capex requirement is approximately US$8M for the conversion of one SE line to N-type. The Company sees no issues in generating this funding internally out of its 2009 profits.

On July 1, 2008, the Company issued US$54.5 million 4.75% senior convertible notes (including US$4,500,000 pursuant to the exercise of the over-allotment option in full) due June 15, 2013 ("the Notes"). The terms of the Notes include certain conversion, repurchase and conversion rate adjustment features. The Notes are convertible into shares of the Company's stock. Total issuance costs of the senior convertible notes were approximately US$3.9 million.

Concurrent with this offering, 4,431,000 ADSs were borrowed by an affiliate of the initial purchaser of the notes pursuant to an ADS lending agreement, and offered in a transaction registered under the Securities Act. A nominal lending fee of US$0.0006 per ADS was received from the ADS borrower for the use of the borrowed ADSs.

Commenting on the financial results, Kenneth Luk, CFO of China Sunergy, said: "Despite the financial pressure caused by the depreciation of the Euro, we achieved the lower end of our margin guidance and generated cash during the third quarter. We have sufficient capital to fund our operations during this uncertain time and throughout 2009. While the outlook for the fourth quarter is certainly not ideal and we will face challenging results, China Sunergy will take the necessary steps to limit the financial impact and ensure we have the resources necessary to benefit from the anticipated long-term demand for our advanced solar products."

Outlook

The recent global economic environment will have a much more significant impact on the Company's fourth quarter and full year results than was experienced during the third quarter. The rapid decline in the ASP for solar cells during October was not immediately matched with a reduction in the upstream costs, largely polysilicon, resulting in negative gross margins and a conscious reduction in production of solar cells. Despite the recent cost corrections, the short term lack of demand for solar products has led to reduced shipments and revenues and therefore a reduced opportunity to compensate for the weak beginning to the quarter.

Taking into account the reduced ASP and relatively higher cost of polysilicon, the Company believes it will report a negative gross margin for the fourth quarter. The Company actively reduced production during the beginning of the quarter, leading to production volume in the range of 15-20MW. This results in the Company reducing its full year 2008 production target to 107-112MW, out of which around 44MW are expected to be high efficiency products.

China Sunergy observed that starting in early November the price of polysilicon began to erode, and at this time has now fallen by an even greater extent than the recent ASP decline. Given the current opportunity for flexible procurement of polysilicon and recently observed pricing trends, the Company has seen gross margins return to a level similar to the second quarter of 2008. In addition, going forward there will be incidental margin improvement due to a more favorable production mix and higher wafer quality from overseas suppliers.

By the first quarter of 2009, all 4 new selective emitter production lines will be operating, bringing the total number of selective emitter lines to 5. While production may not run at the full capacity in Q1, the Company will focus production on those lines until their production capacity is fulfilled, thus targeting to generate a higher average gross margin.

For 2009, the Company, although prudently optimistic, would like to be conservative at this point of time and revise down the production target to 180-210MW including 20% from OEM business. It is important to note that this target is based on the Company's existing commitments and ongoing negotiations with customers while the market is more volatile than usual. Our gross margin should be positively, instead of negatively, impacted based on the recent trend of declining ASP and wafer costs. Taking into consideration the effect of a better production mix of 50% SE cells as well as better wafer quality, China Sunergy expects a gross margin of 15-19% for 2009.

Additional Company Updates

During the annual general meeting of shareholders held in Nanjing on August 15, 2008, the Company adopted several shareholder resolutions, including the re-elections of Mr. Tingxiu Lu, Mr. Ruennsheng Allen Wang and Ms. Jian Li as directors of the Company, the ratification of the appointment of the Independent Auditor Deloitte Touche Tohmatsu for the fiscal year 2007 and appointment of the Independent Auditor Deloitte Touche Tohmatsu for the fiscal year 2008.

TRI-STAR HOLDINGS INCORPORATED (OTC: TSHL | Quote | Chart | News | PowerRating) "Up 40.00% on Tuesday"

Detailed Quote: http://www.otcpicks.com/quotes/TSHL.php

Tri-Star Holdings, Inc. is a diversified holding company developing and incubating undervalued or as-of-yet unknown technologies, businesses, and assets with massive potential for return on investment and increased shareholder value. The company's developments are currently poised to mitigate exposure to risk in industries proven to perform amidst economic recession: the precious metals and medical industries.

TSHL News:

November 25 - Tri-Star Holdings, Inc. Offers Gold Mine, Dividend Update

Tri-Star Holdings, Inc. (OTC:TSHL) released the following shareholder update and address from President Anthony Mellone in response to inquiries following our recent visit to the Wickenburg mine:

"On Thursday, Robert Chastain began training improved technique in the way of the trammel's operation to increase yields and processing efficiency. After increasing the water flow and decreasing the overall pitch, we started seeing gold.

Once the equipment was calibrated we retrieved 1.4 grams of gold flakes and pieces out of one wheel barrel sample that had previously been processed with no yields. To boost our processing, we have begun digging a holding pond for water to be drawn on site. We also took out a one-inch layer of black sand and gold dust we believe to contain as much as 30% gold dust in the black sand. We estimate that we should retrieve one ounce per ton of gold (let alone silver and platinum) to start with.

Azrock Mining should be processing upwards of 35 tons per day beginning this week with our current scale of operation. Assuming that all runs smoothly and barring any equipment delays, we should be able to maintain processing 35 tons a day, generating at least $20,000.00 a day in gold recovery revenues for the first two to three weeks ($140,000.00 producing seven days a week).

We also anticipate the arrival of additional equipment on site within a week that, if on schedule, will boost our production to 100 tons a day. Production should reach full scale operations at 200 tons processed per day within two months - a major landmark for the company. We are now processing the video footage from the operations, and compiling pictures of the extracted gold and plan to have this content posted on www.tristargold.com by Wednesday.

Additionally, all dividend shares have been mailed out. Registered holders will receive them at their registered address, and those held 'in street name' will be received by the various financial institutions. If you have any questions about your dividend shares, please begin by inquiring with your broker."

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