DealZone

Nasdaq OMX and Intercontinental Exchange (ICE) said they have lined up a commitment to finance their rival bid for NYSE Euronext and have offered to pay a breakup fee if the deal fails to go through. This article from The Wall Street Journal lists the details of how Nasdaq and ICE is plan to sweeten their offer for the exchange even more.

Samsung Electronics is selling its hard-disk-drive (HDD) business to Seagate Technologies for 1.4 billion in cash and stock as Samsung looks to back out from the industry and focus on its core money-making memory-chip business. The acquisition will help Seagate, the world’s largest maker of hard drives better compete with rival Western Digital, which has plans to buy Hitachi’s HDD unit for $4.3 billion.

Leading corporate governance body PIRC is telling Xstrata shareholders ahead of their board vote they should reject the election of three directors nominated by its top shareholder Glencore because it does not perceive them as independent.  The world’s top commodities trader is in the process of completing a $12.1 billion duel-listing in London and Hong Kong.

Wal-Mart Stores will buy social media company Kosmix for an undisclosed sum, as the world’s top retailer looks to gain a footing in e-commerce and win over more tech-savvy consumers. Wal-Mart said Kosmix’s founders and team will operate as part of a newly formed group called @WalmartLabs that will create technologies and businesses around shopping online or with smart phones.

Another multi-billion dollar international healthcare deal could be coming if Johnson & Johnson has its way. Synthes, a Swiss medical device maker, confirmed it is in takeover talks with J&J after reports the U.S. health giant is keen to buy it for about $20 billion.

What does J&J want from a Swiss company many have never heard of before? The acquisition, which would be J&J’s biggest ever, would give the company a leading edge in equipment used to treat trauma patients. Synthes makes nails, screws and plates to fix broken bones, as well as artificial spine discs.

But a deal is far from certain at this stage. As the WSJ’s Katharina Bart points out, key to any deal is the agreement of Synthes Chairman Hansjoerg Wyss, a “secretive billionaire” who owns 48 percent of the company directly and through family trusts.

Groupon is likely to pick Goldman Sachs and Morgan Stanley to lead a second-half initial public offering that could value the fast-growing daily deals site at $15 billion to $20 billion, according to a source.

Commodity trader Glencore’s planned $12 billion London listing has long been seen as the first step to merging with Xstrata, in what could be the biggest mining takeover in history. The question for most analysts and investors since the IPO was confirmed is not if the deal happens but when — and how.

BP’s partners in its Russian venture TNK-BP rejected the UK oil major’s offer to settle a dispute caused by its $18 billion tie-up with Rosneft, casting further doubt on the deal.

Glencore is looking to raise up to $12.1 billion for its initial public offering in a duel listing that will boost firepower for deals at the height of the resource boom. The long-awaited details of the offer, set to be the largest ever in London, were outlined in an intention-to-float that confirmed an earlier Reuters story. However, the company did not name a new non-executive chairman, a requirement for its listing.

NYSE Euronext and Deutsche Boerse are looking at several options to win support for their $10.2 billion deal, including paying special dividends to shareholders, according to sources briefed on the matter. The idea of paying the special dividends is to win shareholders support over an unsolicited higher offer from Nasdaq OMX and IntercontinentalExchange Inc (ICE). While NYSE Euronext and Deutsche Boerse currently pay dividends, Nasdaq and ICE do not.

BP and Rosneft agreed to extend the deadline for their swap agreement by one month as the British oil producer tries to salvage the $7.8 billion deal. BP’s tie-up with Rosneft is already blocked by a court injunction secured by the company’s Russian partners in its TNK-BP venture.

Schneider Electric issued a statement denying it had planned to buy U.S. conglomerate Tyco International, but this did little to kill the buyout talks as a source with knowledge of the matter said the French engineering group held earlier talks with Tyco.  Shares of Schneider initially rose more than 2 percent after the denial but dropped after analysts made comments speculating a tie-up may be coming soon, and is expected to weigh on shares in the long term.

BP’s tie-up with Rosneft was at risk of collapse on Wednesday as the state-controlled Russian oil major said it would not extend a Thursday deadline on a $16 billion share swap. The possible failure of the deal would hurt CEO Bob Dudley, who on Thursday faces shareholders angered by the Gulf of Mexico disaster as BP holds its annual general meeting.

MGM has disclosed the planned structure of its initial public offering in the Macau casino market, reaching an agreement with co-owner Pansy Ho. In the agreement, Ho would receive a 29 percent stake in the company, MGM China Holdings Ltd. An IPO would make MGM Macau the last of Macau’s six gambling licensees to go public.

The planned $18 billion deal between BP and Rosneft was left even more uncertain after its chief backer Igor Sechin stepped down as Rosneft’s chairman. Sechin, who is also Russia’s deputy prime minster quit after President Dmitry Medvedev ordered the removal of ministers from the board of state companies. BP’s tie-up with Rosneft is already blocked by a court injunction secured by the company’s Russian partners in its TNK-BP venture.

HP held talks with software company Tibco about a possible acquisition until about two weeks ago, according to sources familiar with the matter. The talks come as new CEO Leo Apotheker is expected to revitalize the company’s software division via acquisitions, which only accounts for 3 percent of its revenue. It is not clear if the talks will resume. (more…)

Nasdaq OMX Group responded to NYSE Euronext’s snub by reaffirming their cash and stock offer for the exchange was superior to that of the bid submitted by German rival Deutsche Boerse AG. Nasdaq’s CEO, Robert Greifeld said in a statement they have received positive feedback from NYSE Euronext shareholders and expects, at the very least a meeting with NYSE Euronext to discuss further details. Shares of Deutsche Boerse rose 1 percent after NYSE Euronext’s rejection of Nasdaq’s offer.

Endo Pharmaceuticals Holding Inc. will buy American Medical Systems for $2.6 billion in cash to boost its key urology franchise. The deal is expected to immediately add to Endo’s adjusted earnings for 2011 and to boost 2012 adjusted earnings. (more…)

Goldman Sachs is betting big on the word’s largest insurance market with its purchase of a 12 percent stake in China’s Taikang Life Insurance Co Ltd. Goldman’s deal could pave the way for Taikang’s planned initial public offering next year. Credit Suisse estimates China’s life insurance market –which generated $124 billion premium income in 2009 — will grow more than 20 percent per annum for the next decade.

BP’s proposed $16 billion share swap with Rosneft received a stay of execution when an arbitration panel gave it time to try to extend its April 14 deadline for the deal. The co-owners of BP’s Russian venture TNK-BP are trying to block the deal with Rosneft arguing that it violates TNK-BP’s shareholder agreement.  By not killing the deal outright, the panel has given BP time to either persuade TNK-BP to drop its case or cut them in on the deal.

U.S. securities regulators may ease constraints on share issues by private companies, making it easier for start-ups like Facebook, Twitter and Zynga to raise money, the Wall Street Journal reported.

De Wolfe and Murdoch in happier times (Photo: Reuters)

Chinese Internet holding company Tencent, Myspace founder Chris De Wolfe and Myspace's current management team are among the 20 odd names kicking the tires at the once might social network to see whether it's worth buying outright or partnering in some sort of spin-out with current owner News Corp.

Tencent has previously said it is interested in possible US acquisitions.

The names come up in Reuters' Special Report on 'How News Corp got lost in Myspace',  a behind the scenes tale on how the focused Facebook beat the partying Myspace. (We have the story in a handy PDF format here)

In the story, we highlight some of the key problems Myspace faced,  some well-known and some not often mentioned:

The U.S. government’s crackdown on insider trading continues. On Wednesday, two men were accused by federal prosecutors of carrying out a 17-year conspiracy to trade on corporate merger secrets stolen from three major U.S. law firms.

As this latest case makes clear, non-disclosure rules and clever systems of checks and balances are only so helpful in preventing insider trading.

“You can’t legislate human behavior. People will act as people will do,” David Lazarus, senior managing director, co-founder, EdgeRock Realty Advisors, said at the Reuters Global M&A Summit in New York, adding there’s always people whose greed will push them over the line.