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Behind the deals and deal-makers

Archive for March, 2008

March 31st, 2008

The Onion on JPMorgan-Bear Stearns

Posted by: Adam Pasick

We at Reuters have tried our best to cover the collapse of Bear Stearns in a clear, informative and, yes, even entertaining fashion. But apparently we and our competitors in the financial press are falling short. From The Onion:

JPMorgan Chase Acquires Bear Stearns In Tedious-To-Read News Article

NEW YORK-As a volatile market reacts to news of the Bear Stearns fire-sale deal with a surge in stock prices but reduced bond yield, officers from JPMorgan Chase announced Monday that they were close to finalizing plans to purchase the securities giant in an incredibly complex series of financial maneuvers and obscure legal jargon that can only be described in the most mind-numbingly dense and unreadable way.

Click here to read the full story, which contains some profanity.

March 31st, 2008

Murdoch’s ‘battering ram’

Posted by: Kenneth Li

murdoch-soccer-ball.jpgRupert Murdoch made his name dominating global entertainment and media by paying big for what he calls the battering ram -- exclusive rights to air sports programming in the United States, Australia, the United Kingdom and Asia.

He's now executing from the same playbook in Germany, Europe's biggest television market, whose viewers are quite happy not paying for television unless it's soccer.

Confirming a report in Der Spiegel, a source close the company tells us Murdoch's News Corp aims to buy up to 23 percent of Germany's biggest pay television provider Premiere AG to control a majority at the June 12 Premiere annual meeting. He previously held a 19.9 percent interest as of February and had stoked buyout speculation in January after an initial purchase of more than 14 percent in January.

The reason? Premiere stands a chance to land the rights to air Germany's Bundesliga soccer games, up for auction this year. Murdoch's deep pockets will come in handy to trounce rival bidders, experts say.

So critical are the rights to air the games to Premiere, the company scrapped its 2008 financial outlook after the auction, originally scheduled for late 2007, was delayed until early 2008.

March 31st, 2008

Absolut Hangover

Posted by: Chris Kaufman

Swedish Minister for Financial Markets Odell and Pernod Ricard Chairman and CEO Ricard announce sale of Absolut vodka in StockholmPernod Ricard chief Patrick Ricard could probably use a drink. Having won a hard-fought auction to buy the maker of Sweden’s Absolut vodka in a 5.63 billion euro ($8.87 billion) deal, its shares fell on concerns over the price. The world’s second-largest wine and spirits company outbid the favorite, Jim Beam bourbon maker Fortune Brands. Half of all Absolut is sold in the United States. Fortune said it would begin buying back shares and planned to continue a U.S. distribution arrangement for Absolut.

British insurer Friends Provident has rejected a 3.5 billion pound ($7 billion) cash takeover proposal from U.S. private equity firm JC Flowers, saying it “significantly undervalues” the firm. Friends said it received the offer last Thursday and Flowers had indicated the price would be reduced if Friends Provident went ahead with its 2007 final dividend. Friends said the proposal “does not represent a basis for discussion”.

Barry Diller has come out of the courtroom victorious against fellow billionaire media mogul John Malone. Diller, the chief of IAC/InterActiveCorp, can now start to spin off four of its largest units. Malone’s Liberty Media had been trying to oust Diller, the chairman and chief executive, and six other IAC board members. Now the two must return to the table and either work through the contentious spin-off or agree to swap IAC assets for Liberty’s stake in the company.

Dubai International Capital and private-equity firm Bridgepoint plan to bid about 700 million pounds ($1.4 billion) for healthcare group Euromedic International, according to the London Times. It said UBS has been hired to advise on an approach for the Warburg Pincus-owned firm.

China’s Ping An Insurance wants to raise its stake in Fortis to 7 percent, according to the Belgian-Dutch financial group’s annual report. China’s second-largest life insurer recently lifted its stake in Fortis to just under 5 percent from closer to 4 percent and bought half of Fortis’ asset management business for 2.15 billion euros ($3.4 billion). “Ping An has declared that it ultimately wishes to obtain a 7 percent shareholding in Fortis, and Fortis has stated that it intends to explore possible means to that end,” Fortis said in its annual report.

Man Group, the world’s largest listed hedge fund company, said it would buy half of U.S. credit specialist fund manager Ore Hill for $195 million in cash and will issue $40 million worth of new shares to help finance the deal. Ore Hill has about $3 billion in funds under management.

Deals of the day:
* China Telecom, the larger of the country’s two fixed-line service providers, has agreed to pay 5.557 billion yuan ($792.3 million) for Beijing Telecom, a subsidiary of its state parent.
* Australian dairy and juice producer National Foods, owned by Japanese brewer Kirin Holdings, has lodged an indicative offer for milk and cheese producer Dairy Farmers, a source familiar with the situation said.
* Credit Suisse said it would become an investor in Australian share trading platform AXE ECN, set up to rival market leader ASX, joining six other shareholders.
* Vega, a wholly owned subsidiary of The HSBC Private Equity Fund 6, is offering to buy Singapore-listed apparel maker Sing Lun Holdings for S$119.6 million ($87 million).
* Billionaire Australian investor Solomon Lew offered to buy clothing retailer Just Group, valuing it at up to A$898 million ($824 million) and sending its shares up as much as 12 percent.
* South Korea’s Kookmin Bank said it would sell its 14 percent stake in Bank Internasional Indonesia (BII) to Malayan Banking for $378 million.

March 28th, 2008

Is Clear Channel a guinea pig?

Posted by: Adam Pasick

guinea-pig.jpgDan Primack, our soon-to-be coworker at PE Hub, floats a theory about the banks who are being sued by Clear Channel and its private equity buyers.

Of the six banks who initially pledged to provide $22 billion in financing for the Clear Channel deal, Citigroup, Deutsche Bank and RBS are also on the hook for the far larger private equity buyout of Canadian telecom BCE.

“Let’s move on to what may actually be happening with some of the banks: They are using Clear Channel as a test case for BCE, which is on tap to be acquired for a whopping Cdn$52 billion,” Primack writes. “So why not walk away from Clear Channel now and, if the penalties aren’t too severe, walk away from BCE next? Sound far-fetched? Not according to sources on the buyside of Clear Channel, who think that’s exactly what’s happening.”

He notes there would be some uncertainties in applying American precedent to Canadian courts.

“But the banks are all about finding the cheapest out,” Primack concludes. “And Clear Channel may just be the best guinea pig they’re going to find.”

Photo: A guinea pig wears a Santa Claus costume at an animal show in Moscow. REUTERS/Sergei Karpukhin

March 28th, 2008

GlaxoSmithKline still likes healthcare

Posted by: Ben Hirschler

clarke2.JPGJohn Clarke, head of consumer healthcare at GlaxoSmithKline, talks to Ben Hirschler about the prospects for his division.

There has been speculation over the last year that Glaxo might sell off its healthcare unit.

But Clarke says there are good prospects for continued growth in the sector and that healthcare remains a business Glaxo "would continue to be very interested in".

Click on the video below to see the full interview.

March 28th, 2008

Clear Channel hears the writing on the wall

Posted by: Michele Gershberg

ccu.jpgClear Channel may be fighting its banks with guns blazing in a Texas court, but it's singing a softer tune to Washington regulators.

The company told the U.S. Securities and Exchange Commission that its pending $20 billion buyout by Thomas H. Lee Partners and Bain Capital Partners may not close, saying it wanted to caution the markets not to hope for an easy resolution.
    
The deal was supposed to close by March 31, but six banks who agreed to finance it have since balked as debt markets deteriorate. As far as Clear Channel is concerned, all the other closing conditions have been met.
(Reuters)

Keep an eye on:

  • Tom Cruise dined at a Beverly Hills hot spot with Viacom chief Sumner Redstone, who severed the actor's long-running partnership with the company's Paramount Pictures in 2006. Cruise is widely thought to want to renew the "Mission: Impossible" series, which Paramount has the rights to.
    (WSJ)
  • WiMax could prove a bigger risk than its worth for top U.S. cable companies, especially as they plunk down cash in a tough economy for an unproven technology.
    (Reuters)
  • David Marash, the most prominent American anchor on Al Jazeera English, has quit the 24-hour international news channel, citing an increased level of editorial control exercised by the channel's headquarters in Doha, Qatar.
    (NYTimes)

(Photo: Reuters)

March 28th, 2008

Bear market indicator

Posted by: Chris Kaufman

bear-eats.jpgIf Jimmy Cayne’s investments are anything to go by, Bear Stearns is unlikely to get a higher bid. Bear’s chairman sold his entire stake in the company for $61 million according to a filing on Thursday afternoon. That’s a lot of bridge tournament entry fees, but nowhere near the $1 billion that the 5.66 million shares would have been worth last year, when Bear’s stock peaked at over $170. JPMorgan agreed earlier this week to increase its original bid for Bear Stearns. Some investors, hoping JPMorgan Chase would increase its bid again or that Bear would find another buyer, pushed the bank’s stock up to $11.23, about 20 percent above the current value of JPMorgan’s offer. Cayne would have as clear a view as anyone if a higher bid were likely, so his actions speak volumes.

Italian power generator Enel looks set to sell $21 billion in assets to Germany’s E.ON after all sides involved agreed the valuation, marking the final chapter in the world’s biggest utility takeover. The assets up for sale from Enel’s Spanish unit Endesa were valued at 11.5 billion euros ($18.15 billion), Endesa said, while the value of Enel assets up for sale was 2.025 billion euros, Enel said separately on Thursday. E.ON said its supervisory board would meet on Friday to decide whether to go ahead with the purchase — jumping the gun on a 10-day deadline outlined in the statements.

Global mergers and acquisitions slumped by almost a third in the first quarter to $661 billion, according to preliminary data from Thomson Financial, as banks reined in borrowing and economic uncertainty weighed on CEO confidence. Buyout firms led the decline with a 77 percent drop-off as their buying power evaporated, halting six straight years of growth. Investment bank Goldman Sachs rose by one spot to top the Thomson table of worldwide M&A advisers, followed by Lehman Brothers and Citigroup. Morgan Stanley, which had led the rankings in the same period last year, dropped to #6.

Air France-KLM agreed to take on an extra 12 percent of Alitalia’s ground service workers to appease unions fighting its bid for the ailing carrier but initial reaction to the new proposal was hostile. Air France-KLM, also battling resistance from top Italian politicians and Milan’s airport operator, says it will scrap the deal without union support. The deal is considered Alitalia’s best hope of averting bankruptcy. After an initial stalemate in negotiations with the unions, Air France-KLM unveiled plans to hire about 900 more employees of Alitalia’s troubled ground services unit, according to a document seen by Reuters.

Deals of the day:

* An investment fund managed by Australia’s Macquarie Group and private equity house MBK Partners have completed a $2 billion joint acquisition of South Korea’s No. 2 cable TV operator C&M Co Ltd, both companies said.

* Activist British hedge fund Laxey Partners will not proceed with its offer for Swiss construction company Implenia.

* Mining group BHP Billiton will phase out annual business with Standard Bank in the first corporate spat brought on by South Africa’s power crisis.

* Dutch staffing company Randstad NV said it plans to sell its unit in Portugal to get European Commission approval for its takeover of rival Vedior.

* An investment group backed by private equity firm 3i Plc agreed to buy Civica, giving the public sector software company funds to acquire other firms in a consolidating market.

March 27th, 2008

Clear Channel - the fight begins

Posted by: Megan Davies

joe1.gif

Six Wall Street banks are being sued by Clear Channel and the private equity firms trying to buy it, and this is the guy they’re up against.

“I grew up loved. And I grew up fighting,” proclaims lawyer Joe Jamail, who represents the buyers, on his website. “I have never been able to stand by and let someone abuse another person. I have to go in and help. And win.”

This picture, taken from his website, we’re assuming is more than 20 years old as the Pennzoil case Jamail famously won was in 1985.

Clear Channel scored a first-round victory this morning by getting a temporary restraining order from judge John D. Gabriel preventing the banks reneging on their commitments — in other words, maintaining the status quo. (Read the document here)

That follows the lawsuits filed last night in Texas (full document here) and one in New York (full document).

Meanwhile, tracking down the documents the lawsuits cite isn’t an easy task. The commitment letter is on the SEC web site, but only if you know just where to look. Save yourself some work by clicking here instead.

March 27th, 2008

Chinese banks circle Dresdner

Posted by: Chris Kaufman

Munich’s landmark Frauenkirche is reflected in a window of the Munich branch office of Dresdner BankA Chinese bank has put forward a written offer for investment bank Dresdner Kleinwort, a German magazine reports, without citing sources. Manager magazine said there is a plan codenamed “Brasil” to merge Dresdner Bank’s retail banking business with that of Deutsche Postbank, and a plan codenamed “Chiemsee” to sell of Dresdner Kleinwort, to a Chinese bank. If the two plans failed, Allianz would try to forge an alliance between Dresdner and Commerzbank, the magazine said. Meanwhile, a German newspaper says China sovereign wealth fund China Investment Corp is in “intensive talks” to buy the whole of Dresdner Bank. Chinese banks have been prowling around Europe: China Minsheng Banking Corp said earlier this month it would buy more overseas rivals, in particular in Europe, and Bank of China said earlier this week it intended to actively pursue overseas acquisitions this year.

Clear Channel Communications has won a ruling from a Texas state court that may help it force banks to provide financing necessary to complete a $20 billion buyout of the radio operator. The private equity firms Bain Capital Partners and Thomas H Lee Partners filed lawsuits in New York and Texas against Citigroup, Credit Suisse Group, Deutsche Bank, Morgan Stanley, Royal Bank of Scotland Group and Wachovia. Clear Channel joined in the Texas lawsuit. The banks were to provide more than $22 billion of financing for the transaction, but balked after capital markets deteriorated and asked that the terms be changed. The New York Times says the buyers got a misfired e-mail message last July about the lenders’ plan to renege on terms of the lending agreements. That’s July, 2007 — the private equity party was winding down but the hangover had not yet hit, and the banks had reaffirmed their commitment to financing the deal just two months before. What could they have been talking about since then?

Staying with the courts, Bear Stearns asked a court for an injunction to prevent five former employees from using client lists in their new jobs. The bank asked the New York State Supreme Court in Manhattan to force the former employees to return client lists or papers they had taken and to prevent them from contacting Bear Stearns’ clients for the purpose of taking their business to their new employers, UBS and Morgan Stanley.

ConAgra Foods said it would sell its commodity trading and merchandising operations for $2.1 billion in cash and debt to the Ospraie Special Opportunities fund. ConAgra gets $1.6 billion in cash and $525 million in payment-in-kind securities of a newly holding company. The commodity trading and merchandising business, a vestige of ConAgra’s roots as a commodity-based company, has helped support ConAgra’s profits for several quarters while other parts of the business have suffered, but has also been a source of volatility.

Deals of the day:

* South Korea’s top lender, Kookmin Bank, said it will sell its 14 percent stake in Bank International Indonesia to Malayan Banking, which had offered to pay a hefty premium.

* Shares in Australian property maintenance company Programmed Maintenance Services rose 32 percent after industrial services company Spotless Group launched a cash and stock takeover offer valuing Programmed at A$556 million ($510 million).

* Bangkok Bank, Thailand’s biggest lender, said it was still negotiating with China’s ICBC about the sale of its 19.3 percent stake in ACL Bank.

* India’s Tata Motors said it was confident its $2.3 billion deal to buy Jaguar and Land Rover from Ford should improve its balance sheet in the long term.

* Erste Bank shares soar 7 percent after it sells its insurance operations to Vienna Insurance Group for 1.4 billion euros ($2.21 billion).

* German mobile phone and Internet service provider Freenet AG said it is in talks with Debitel’s private equity owner, Permira, to acquire the smaller rival in a deal that a German magazine said could be worth 1.4-1.5 billion euros ($2.2-$2.4 billion).

* Frontier Financial said it will not raise the offer price for Washington Banking, which it agreed to acquire last September for about $21.40 per share in a cash and stock deal.

* Singapore oil services firm KS Energy said it has secured a $175 million deal to rent out an offshore rig to an oil exploration firm for up to four years, confirming an earlier Reuters report.

* Interserve Consortium wins 225 million pound Tunbridge Wells hospital scheme.

March 26th, 2008

Ford’s sale of European brands a good idea?

Posted by: jui.chakravorty

Ford Chairman Bill Ford Jr. and CEO Alan MulallyFord Motor Co on Wednesday publicly announced the long-awaited sale of its European luxury brands – Jaguar and Land Rover — to Indian automaker Tata Motors Ltd in a $2.3 billion deal that several analysts have applauded and some have questioned.

While the jury is still out on whether this was a good decision for Tata, it begs the question for Ford: Why is Ford selling non-U.S. brands at a time when its rivals are focusing on overseas growth?

Sure, Ford has lost more than $15 billion in the past two years, and it needs cash. But after selling its famed Aston Martin brand last year and now shedding these two British nameplates, Ford is left with just one non-U.S. brand — the Swedish unit Volvo. No certainty on how long Volvo will be a part of the Ford family but it’s staying put for now.

General Motors Corp, which saw 59 percent of its global sales occur outside the United States in 2007, has said it expects overseas sales to surpass domestic sales continually for the next few years.

Chrysler, which was split off from German automaker Daimler in 2007, is also eyeing international growth as it takes several steps to increase its presence overseas. 

While U.S. auto sales fell to their lowest level in a decade last year and are expected to fall further this year, countries like India, China, Russia and parts of Europe and South America are proving to be markets of rapid growth with a healthy appetite for foreign brands.

Perhaps Ford’s sale at a time like this underscores the gravity of its situation in North America. The automaker has said it needs to focus on restructuring its U.S. operations and bringing them back to profitability. The company’s North American unit alone lost $6 billion in 2006 and $3.5 billion in 2007.

If U.S. auto sales slip below 15 million units this year, as the most pessimistic forecasters suggest is possible in a recession, pressure on Ford and its U.S. rivals to cut costs and protect cash will only grow.
 
That will put the spotlight back on Ford Chief Executive Alan Mulally who will have to show that the company’s focus on turning around its largest market really was “a better idea.” (The three words that made Ford’s ad slogan famous in the 1960s and 70s — when the U.S. market was flourishing and Ford did, indeed, have several better ideas.)