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DealZone

Behind the deals and deal-makers

Archive for December, 2007

December 17th, 2007

Daily Briefing: Ingersoll-Rand seeing green

Posted by: Chris Kaufman

dollar-tree.jpgIngersoll-Rand is seeing green in its $10.1 billion purchase of Trane Inc, a leading maker of heating and air conditioning systems. It says sees “solid replacement demand for energy-efficient products and for retrofit and refurbishment of current systems,” from the cash and stock deal, which offers a 28.5 percent premium for Trane shareholders. Trane put systems into 4 Times Square, which has mighty green credentials.
    United Rentals said the trial in the suit against Cerberus Capital Management would be postponed by a day by mutual consent to allow both sides to continue recently initiated settlement discussions. In November, United Rentals sued Cerberus after it pulled its takeover offer of $34.50 a share. Insurance broker Aon said it would sell two units for about $2.75 billion and would use the proceeds to buy back shares. Aon’s Combined Insurance Co unit goes to ACE for $2.4 billion in cash and Munich Re picks up its Sterling Life Insurance unit for $352 million. Aon is trying to simplify its business away from insurance underwriting. The U.S. Securities and Exchange Commission has approved Deutsche Boerse’s $2.8 billion takeover of U.S. exchange ISE, according to an SEC document obtained by Reuters on Sunday. Related Companies is getting $1.4 billion in funding from investors that include Goldman Sachs Group Inc, an affiliate of the investment arm of Abu Dhabi, and Michael Dell’s MSD Capital investment firm. Privately held Loews Corp said it plans to spin off its cigarette unit, Lorillard Inc, which makes Newport, Kent and Maverick cigarettes.
    Owners representing more than 55 percent of shares in clothing retailer Gant have rejected a bid from Lacoste-brand owner Maus Freres S.A., according to shareholder Ricon SGPS SA. Maus Freres earlier this month offered 310 Swedish crowns per share for the Sweden-based firm, valuing it at about 5.2 billion Swedish crowns ($801 million). Alitalia’s suitors Air France-KLM and Air One each detailed plans which could nearly double its capital and provide new planes, a day before the indebted airline’s board meets to pick a partner. Choice of a partner ultimately rests with the coalition of Prime Minister Romano Prodi, who said there are divisions over the decision.

December 14th, 2007

Daily Briefing: Cheap Flights

Posted by: Chris Kaufman

Passengers check in for flights in the JetBlue terminal at JFK airport in New YorkLufthansa, JetBlue’s sugar daddy, says it is keeping an eye out for acquisitions in Europe after picking up 19 percent of the U.S. airline, and also said it wants to extend its flight offering in the U.S. market. Though just a stake at the moment, giving JetBlue a much-needed $300 million cash infusion and Lufthansa relatively cheap access to connections through New York’s JFK airport, there is no operational agreement. While that could be on the horizon, its probably no closer than the long-debated lifting of restrictions limiting foreigners ownership to no more than a quarter of a U.S. airline.

But for a really cheap deal, head to Europe. Two offers for ailing airline Alitalia under serious consideration by Italy are both well below market price with that of domestic minnow Air One just one euro cent per share, according to a source close to the talks. Air France-KLM has bid 35 euro cents per share, the source added — giving the carrier a value of about 485 million euros ($712.4 million). Shares of Alitalia, which carries about 1.2 billion euros of debt, were trading down 25 percent at 66 euro cents per share.

Dutch chemical group Akzo Nobel won conditional European approval for its 8 billion pound ($16.3 billion) acquisition of Britain’s ICI to create the world’s biggest paint maker. Akzo agreed to divest activities in Britain, Ireland and Belgium as well as a shareholding in adhesives manufacturer Purbond AG. 
   

December 14th, 2007

Trial beckons for United Rentals and Cerberus

Posted by: Megan Davies

justice.jpgThe United Rentals spat with Cerberus looks set to drag on after a Delaware decision to send the case to trial, rather than give summary judgment.

That could give even greater potential for juicy details about the deal to come out.

According to one of the court documents flying back and forth in the spat, a point of discussion was over how much fear and pain Cerberus should endure if it walked away from the deal.

Here’s an extract from a filing by Cerberus opposing United Rentals’ motion for summary judgment, describing a July 19 meeting at the offices of Lowenstein, Cerberus’ legal advisor. (The additions in parenthesis are made by Reuters). 

“A principal point of discussion at the meeting concerned the size of the break-up fee that the buyer would have to pay if it chose not to proceed with the merger.  After noting that URI had already dropped its previous insistence on the ability to seek specific performance of the merger agreement … (Simpson Thacher & Bartlett lawyer) Mr Swedenburg explained that, in light of these concessions, URI would require in return a reverse break-up fee of sufficient size to ensure that it would be “scary” and “painful” for the RAM Entities (ie Cerberus) to walk away from the transaction.”

December 13th, 2007

Icahn’s biotech interest: sincere or posturing?

Posted by: Jessica Hall

icahn.jpgActivist investor and billionaire Carl Icahn has enjoyed some big victories in the biotech sector, but he’s had a few missteps in recent weeks.

Biogen Idec Inc. ended its auction on Wednesday after failing to get any definitive takeover bids. The stock plunged almost 24 percent, closing on Thursday at $57.91 on Nasdaq — its lowest closing price since Aug. 6.

Biogen put itself on the market on Oct. 12, saying it had received “expressions of interest, including one from investor Carl Icahn.” Shares of Biogen surged on the hopes of a potential takeover and Icahn’s interest. The Wall Street Journal previously reported that Icahn had made an offer for Biogen of at least $23 billion.

However, Biogen on Wednesday confessed that within hours of its announcement, Icahn told the company that he was not interested in making a formal offer. Biogen approached Icahn again later about joining the bidding process and he declined a second time, according to media reports.

Maybe Icahn, who recently increased his stake in Biogen to 4 percent from 1 percent, just wanted to rattle the cages at Biogen and spark a rally in the stock? Icahn did not return calls seeking comment.

Icahn made another biotech investment recently, scooping up 1.5 million shares of Genzyme Corp. Despite speculation that Icahn would push the company to find a buyer, shares of Genzyme softened after the company’s chief executive, Henri Termeer, said on Dec. 6 that the company was not for sale .

Of course, Icahn does have his biotech success stories, including last year’s successful grab for control of the board of ImClone Systems Inc.

Another victory was MedImmune Inc. Icahn disclosed in February that he bought a stake in biotech giant MedImmune and later threatened a proxy contest at the company’s annual meeting if it did not soon find a buyer. In April, AstraZeneca PLC agreed to buy MedImmune for more than $15 billion. Icahn’s brief interaction with MedImmune netted at least $300 million in gains for his hedge fund.

A recent, but smaller success, includes MGI Pharma Inc., which markets drugs for the cancer and acute-care markets. In November, Icahn disclosed that he had taken a $17.8 million, or 0.75 percent stake, in the company. Later that month, MGI hired an adviser to help it explore strategic options. Earlier this week, Japan’s Eisai Co. Ltd agreed to buy MGI Pharma for $3.9 billion, paying a hefty 23-percent premium.

Filings with the U.S. Securities and Exchange Commission show that Icahn has made other small biotech bets, including investments in Adventrx Pharmaceuticals Inc., Regeneron Pharmaceuticals Inc., Telik Inc., Enzon Pharmaceuticals Inc., and Cyberonics Inc.

Stay tuned.

December 13th, 2007

Evelyn Davis to DJ’s Zannino: What am I wearing?

Posted by: Kenneth Li

Evelyn "Queen of the coporate jungle" Davis got the last word, again. The activist shareholder and CEO griller at hundreds, if not thousands, of annual shareholder meetings showed up at Dow Jones's meeting to approve News Corp's $5.6 billion takeover.

After freaking out at the mic about the $70 million or so in legal fees and bills for the transaction, she inquired whether opera singer Natalie Bancroft, the newest News Corp board member, was in the room. She was not. But Evelyn had some choice words for her nonetheless.

She is going to surprise everybody and she is independent. She will need some courses of course in corporation finances, she said, sending the room into laughter. I don't want the men to laugh about it. She can do it. She will surprise everybody.

Then it was Dow Jones CEO Richard Zannino's turn for a piece of the great Davis. 

Davis: I had heard you're going to go back into retailing. Let's see how much Mr. Zannino remembers. I am wearing an outfit by a well known Italian designer, who has been around a lot. Can you tell me who the designer is?

Zannino: Let's see if I still have my touch. It looks like Valentino to me.

Davis: My God! You are right. You haven't lost your touch in retail. You would be a great CEO of Neiman Marcus and hope you take it public again.

Davis's final farewell: About your golden parachute of $20 million. That's a little bit high for somebody who has been a CEO for only about two years. That's a golden parachute. Rich, I know you're feeling sad just like I do. I want to give you a golden handkerchief to wipe off your tears.

(Photo: Reuters /Davis in 2005 GM meeting)

December 13th, 2007

Daily Briefing: No Bid for Biogen Idec

Posted by: Chris Kaufman

hammer.jpgBiogen Idec ended its own auction last night after failing to get any bidders. The company lost about quarter of its value. Potential suitors had trouble justifying the high price tag at a time of jittery financial markets, sources familiar with the situation had said. With successful deals for MGI Pharma and Adams over the last couple of weeks, the problems appear to be specific to Biogen right now, which has been wrestling with slowing growth for its flagship multiple sclerosis drug, Avonex. Nevertheless, the failed auction doesn’t bode well for biotech. “There has been a takeout premium assigned to a lot of companies here, so near term, I think you’re going to see some correction happen as a result,” said Chris Raymond, an analyst at Robert W. Baird.
    BASF, the world’s biggest chemicals company by sales, can buy any company that fits its terms, Chief Executive Juergen Hambrecht told reporters. BASF had said it could spend up to 10 billion euros ($14.7 billion) on acquisitions. Dow Chemical Co and a unit of Kuwait Petroleum Corp said they will form a petrochemicals joint venture to link the Middle East company’s vast energy supply with Dow’s industry-leading market reach.   Dow said it will receive about $9.5 billion from Petrochemical Industries Co for contributing five of its global businesses worth about $19 billion to the joint venture. 
    ON Semiconductor Corp, which makes power-management microchips, said it agreed to acquire AMIS Holdings Inc, the Idaho-based parent of chipmaker AMI Semiconductor Inc, for about $915 million in stock.

December 12th, 2007

Greg White at Dubai private equity conference

Posted by: Michael Flaherty

Greg White, a partner at private equity firm Thomas H. Lee Partners, travels to the Gulf region four or five times per year to visit with limited partners. In an interview with Reuters on Tuesday, White offered his thoughts on where sovereign wealth funds have come from in the context of Western private equity firms, and where he sees them going.

December 12th, 2007

Monte Brem at Dubai private equity conference

Posted by: Michael Flaherty

Monte Brem, one of the founding partners of StepStone LLC, spoke to Reuters at the Super Return Middle East private equity event in Dubai on Tuesday.

Brem, whose firm helps institutional investors allocate capital across the alternative asset class, offered his insights on the Gulf region.

December 12th, 2007

Steven Rattner at Dubai private equity conference

Posted by: Michael Flaherty

Steven Rattner, founding principle of media and communications focused private equity firm, Quadrangle Group, offered his insights into the Gulf region’s booming growth and its deepening relationship with the U.S. private equity industry.

Rattner attended and spoke at the Super Return private equity conference held in Dubai this week. The clip here is a Reuters interview with him on Tuesday.

December 12th, 2007

Daily Briefing: Cerberus turns tail

Posted by: Chris Kaufman

A street cleaner collects his cart from in front of a branch of the Northern Rock in LondonU.S. private equity firm Cerberus has dropped out of the race for beleaguered British mortgage bank Northern Rock, the Times newspaper reported, quoting sources close to the bank. The only two bids now being considered seriously are the proposal from Virgin Group and a rival approach from Olivant, an investment group headed by the former boss of British bank Abbey. Cerberus is reportedly turning its attention to troubled Belgian imaging technology group Agfa-Gevaert.

A disclosure table from the UK Takeover Panel listed Xstrata as an potential “offeree”, or takeover target. An analyst said it might be soliciting takeover bids under pressure from its biggest shareholder, privately held commodities trader Glencore, which has a 34.6 percent stake.

Australian gaming group Crown is buying Las Vegas casino operator Cannery Casino Resorts for $1.75 billion, adding to its stable of North American gaming operations. Crown is controlled by Australia’s richest man James Packer.

A consortium including China’s State Grid Corp won the right to operate the Philippine power grid with a $3.95 billion bid, in what would be the biggest privatization in the country’s history.