2011年5月8日星期日

Mergers and Acquisitions Recap: Deals and Rumors of the Week

1) Total (NYSE:TOT), a French oil and gas exploration company, will buy a 60 percent stake in SunPower(NASDAQ:SPWRA), which produces solar panels, in a deal that values the latter at $2.3 billion.  Total will pay $23.25 per share, which represents a 46 percent premium over the unaffected share price.  Since the nuclear disaster in Japan,many oil and gas giants have experienced a surge in interest in renewable energy.  Solar energy is a wild card, particularly because it hasn’t been that competitive with fossil fuels and feeds off of government subsidies.

2) Blackstone (NYSE:BX) likes Australia…a lot!  It agreed to acquire Australian real estate company Valad Property Group (VPG.AX) for $227 million, a 50 percent premium over the unaffected share price, and will also receive a nice pile of $655 million in debt.  Blackstone acquired the shopping malls of Australia’s Centro Properties(CNP.AX) only two months ago.  Blackstone made these acquisitions under the assumption that the Australian real estate market is due for a rebound.  Let’s hope they’re right!

After being rejected twice by NYSE Euronext (NYSE:NYX), the Nasdaq OMX Group (NASDAQ:NDAQ) and ICE(NYSE:ICE) may take their $11.1 billion bid hostile in a tender offer to NYSE shareholders.  Currently, NYSE management wants to do the deal for less with Deutsche Boerse (DB1), but since the shareholders’ meeting this week, investors have been putting pressure on NYSE to either take the higher bid or encourage Deutsche Boerse to sweeten their offer terms.  At least meet with Nasdaq and ICE!

Tuesday

1) Teva Pharmaceuticals (NASDAQ:TEVA), the largest generic drug maker by sales in the world, will acquireCephalon (NASDAQ:CEPH) for $6.8 billion or $81.50 per share, which represents a 39 percent premium over the unaffected stock price.  Teva, a Jerusalem-based company, will now be able to focus more on selling brand-name drugsinstead of generics, since Cephalon has a vast array of products with more than $21.5 billion in sales.

2) Arch Coal (NYSE:ACI) is getting it done—it will acquire International Coal Group (NYSE:ICO) for $3.4 billion, making it the second-largest U.S. coking coal producer, after Alpha Natural Resources (NYSE:ANR), which is acquiring Massey Energy (NYSE:MEE).  This bodes well for Arch, considering rising commodity costs and developing countries’ increasing demand.  Arch will have access to coal assets in every major U.S. coal basin and will increase its reserves by 25 percent.

3) French luxury goods company PPR (PP.PA), which controls Gucci (GUCG.PK) and Puma (PUM.DU), will acquire Volcom (NASDAQ:VLCM), which sells skating, surfing, and snowboarding clothing, for $607.5 million, or $24.50 per share, a 25 percent premium over the unaffected stock price.  This deal is a relief to some investors, who were nervous that the CEO, Francois-Henri Pinault, had his heart set on a massive acquisition, comparable toLVMH’s (MC.PA) acquisition of Bulgari (BUI.MU).

Terex (NYSE:TEX), a U.S. crane producer, offered $1.31 billion in a hostile bid for Demag Cranes (DMGCF.PK), a German crane company.  The two had talked, but Terex wasn’t getting anywhere, so it decided to go directly to Demag shareholders.  Some analysts think the price is too low, and another competitor, such as Konecranes (KNCRF.PK), may just barge in and out-bid Terex.  Why Demag? Buying the company would give Terex access to Europe and emerging markets, particularly China.

DuPont (NYSE:DD) raised its offer 5 percent to $6.64 billion, or $139 per share, for Danisco (DCO.CO), a Danish food ingredients producer.  The offer is a 32 percent premium over the unaffected stock price. Now Danisco is urging its shareholders to accept the offer, since many of them decided to reject the original price.  DuPont already had about 48 percent acceptance from shareholders, and with the higher bid, many institutional investors, including the largest shareholder, Danish pension insurance company ATP, will now take the deal!

Warner Music Group’s (NYSE:WMG) day of reckoning is finally here.  Final bids were due last night, and it’s likely the company will have an official buyer by the end of the week, possibly at a price greater than $3 billion. The contenders are two groups: Access Industry, and a joint bid by Platinum Equity and Gores Group.  A bunch of bidders dropped out earlier in the process, including Yucaipa, and BMG Music Rights, a joint venture between German music company Bertelsmann and KKR (NYSE:KKR).

Speaking of raising bids, Community Health Systems (NYSE:CYH) raised its bid for Tenet Healthcare(NYSE:THC) to $4.07 billion, or $7.25 per share from $6 per share.  The new price is a 69 percent premium over the unaffected stock price.  This situation has been hostile in every way: Tenet adopted a poison pill to protect itself from Community Health, and the latter shot back by attempting to remove Tenet’s board.  Then, Tenet filed a lawsuit against Community Health, accusing the company of overbilling Medicare.  Community Health then converted its offer to all-cash in order to avoid legal ramifications should the lawsuit go through.

In case you didn’t think they were serious, the joint bidders Nasdaq OMX Group (NASDAQ:NDAQ) and ICE(NYSE:ICE) are now deciding, after two rejections, that they will make their offer for NYSE Euronext (NYSE:NYX)hostile.  Now Nasdaq and ICE will go directly to NYSE shareholders with their “superior offer” that values the company at $14.24 per share, or approximately $11 billion.  The joint bidders certainly deserve an A+ for effort!  NYSE’s response was interesting enough: the company merely emphasized to shareholders that the offer did not change, and in fact, is the same offer that was rejected twice.

Ralcorp Holdings (NYSE:RAH), which makes Post Cereals and private-brand foods, allegedly received a takeover offer from an unidentified party for an undisclosed amount.  Who could it be?  Is it ConAgra (NYSE:CAG), who CNBC claims made an approach? Ralcorp apparently rejected their offer.  Plus, Ralcorp’s chairman denies any such takeover rumors.  This will continue until they spill the beans.

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