Reuters Blogs

DealZone

Behind the deals and deal-makers

September 25th, 2009

Deals du Jour

Posted by: Steve Slater

ING sells its 51 percent stake in a wealth management joint venture to partner Australia and New Zealand Banking Group for $1.6 billion as the Dutch group slims down through asset sales.

ING is offloading assets to raise 6-8 billion euros, and is also selling its Asian and Swiss private banking assets. HSBC is the front-runner to buy the Asian private bank assets, sources tell Reuters.

In other M&A news:

Britain’s biggest pubs group, Punch Taverns, puts more than 300 of its worst performing pubs up for sale as it strives to cut its debt pile.

French state-controlled power group EDF could raise its stake in waste, water and transport firm Veolia to 13-14 percent as Veolia’s boss is set to go to EDF, French daily Les Echos said.

For deals reported by other media click here.

September 22nd, 2009

Ask Sid if he likes UK banks

Posted by: Steve Slater

If you see Sid, tell him. Tell him his help will be needed to swallow more UK equity than at any time since the flood of privatisations in the 1980s.

That’s the clear message from UK Financial Investments, the body that holds stakes in Royal Bank of Scotland, Lloyds Banking Group and nationalised banks. Those stakes are likely to be worth about 80 billion pounds.

“We will need to innovate, be imaginative in our approach and use the full range of sales methods available to us,” John Crompton, head of market investments at UKFI, says in a speech at Reuters offices in London.

Crompton says nothing has been decided on timing, price and how long the sell-down will take. But UKFI is expected to test investor appetite some time next year with an institution placing of several billion pounds. That could include structured transactions, including exchangeable debt issues.

Once markets stabilise, shares are likely to be offered to retail investors. That’s due to the scale of the disposal, but also to allow the public to share in any profit from the taxpayer led bail-out.

Still, “Sid” — the man on the street used to drum up interest in the privatisation of British Gas — may not be called on for another couple of years. UKFI will be keen to pitch any retail offer into stable markets to avoid repeating the BP share sale disaster, when shares were sold during the 1987 stock market crash. Taxpayers wouldn’t take that kindly.

September 18th, 2009

High-frequency trading: useless and manipulative?

Posted by: Jonathan Spicer

Floor tradersThe explosion of interest in high-frequency trading has started to drag new faces to sometimes staid industry conferences. Traders who for years worked on algorithms and computer codes behind the scenes are stepping into the spotlight. They’re appearing on more and more panel discussions, feeling the need to defend their practice against the slings and arrows of politicians and regulators.

So far, they’ve managed to mix exasperation with good humor. The head of one high-frequency trading shop, speaking on a panel this week, said that if you believe everything you read in newspapers you might think the practice is “an unfair, highly profitable and socially useless trading strategy implemented by highly secretive and unregulated traders using superfast computers to compete with retail investors, manipulate markets and front run flash orders causing volatility in the financial markets and creating systemic risk.”

He argued that a more accurate definition of high-frequency trading would be, “a wide variety of highly competitive, low margin trading strategies implemented by professional market intermediaries who have invested heavily in technology that have the effect of making the markets more efficient by enhancing liquidity and transparent price discovery to the benefit of investors.”

September 7th, 2009

Deals du Jour

Posted by: Daisy Ku

The world’s second largest confectionery group Cadbury has rejected a $16.7 billion bid approach by Kraft Food. But North America’s top food group still hopes it can clinch a deal to create a global powerhouse in snacks and quick meals.

For more from Reuters on the latest deals, click here.

Below is a round-up of all the market chatter from the press on Monday:

* South Korea’s No. 4 lender Hana Bank will buy a 18.44 percent stake in the Bank of Jilin in northern China for $316 million, said Yonhap news, citing an unnamed Hana Bank official.

* Russian billionaire Oleg Deripaska’s carmaker, GAZ, the Russian industrial partner in a Magna-led bid for Germany’s Opel, is not interested in an equity stake in Opel, Deripaska told Vedomosti newspaper.

* Huntsman, an American chemicals group, is looking to buy chemical plants in China with part of a $2.7 billion compensation package, said senior executive Paul Hulme in a Financial Times interview.

* Senior lenders to Incisive Media have entered into a lock-up over a deal to take control of the business-to-business publisher, reported the Daily Telegraph, without citing sources.

* Leading Indian engineering firm Larsen & Toubro is in talks to buy a thermal coal mine in Australia for about $300 million, the Economic Times reported, citing two people familiar with the matter.

* British Airways is considering a possible bid for rival UK airline bmi and talks between BA and bmi’s German owner, Lufthansa, have already taken place, according to the Times.

* A group of Asian investors are in the final stage of buying a 46 percent stake in Kuwaiti telecom firm Zain, Al-Arabiya television reported on Sunday.

* The managing director of Lloyds’ specialist finance arm is considering a management buyout of its integrated finance unit and Lloyds is mulling options to raise cash, two British papers said in separate reports on Sunday.

* British bank HSBC has made a bid of about 1 billion pounds ($1.63 billion) for Dutch financial group ING’s private banking businesses, according to a report in The Sunday Times.

* Xstrata has asked its bankers to study the viability of a new 3 billion pounds ($4.90 billion) bid for platinum producer Lonmin, according to the Observer newspaper on Sunday.

August 14th, 2009

Cash M&A still lifeless

Posted by: Alexander Smith

Bond sales are at a record, equity markets are at year-highs, private equity firms are sitting on huge cash piles -- Blackstone alone has $29 billion -- and banks are lending to each other again.

The ingredients should all be there for a resurgence of cash-driven mergers and acquisitions. But instead, the market is in hibernation.

So far the value of all M&A deals completed this year totals $990 billion. You have to go back to 2003 -- when the total for the year was $1.23 trillion -- to find a figure this low, according to Thomson Reuters data.

Of this, some $364 billion -- just 37 percent -- were cash deals, marking a dramatic shift in the mix of recent years when cash has dominated.

The main spanner in the works is the still dire state of banks' balance sheets and the crippled syndicated loan market. This has kept a tight lid on cash bids of any size, with the mega merger or takeover a distant memory.

Most banks are doing all they can to shrink their balance sheets, guard against problem exposures and to lend to their best clients. As a result, global syndicated loan volumes hit their lowest monthly volume since 1993 in July.

True, corporate bond issuance is booming and companies are raising equity, but this is not going to be enough to fill the void. And even if companies are confident of being able to fund their purchases with bonds, they first need to find a bank to give them a bridge loan.

The absence of debt finance has all but killed off fully-funded hostile cash bids. One consequence has been a shift to the type of bear hug Xstrata is attempting on Anglo American, where a attempts to win shareholder support for a deal before launching an offer.

Meanwhile, other companies are assembling warchests to give them the opportunity to move quickly when they spot a bargain. German chip-maker Infineon, for instance, recently raised equity to repay borrowings and prepare a stash of dry powder for acquisitions.

Another approach is to raise equity by partially listing subsidiaries. Spanish bank Santander is seeking to float part of its Brazilian unit and British insurer Aviva is doing the same with its Dutch operation, Delta Lloyd. Not only does this raise some fresh capital to bolster the parent's position, but gives the unit concerned an acquisition currency without drawing on its cash-strapped parent.

An alternative is to buddy up with a cash-rich financial investor. Germany's Bertelsmann, for example, teamed up with KKR to form a music rights management company designed to prey on distressed competitors.

One area where buyers don't always have to put up that much cash for control is in distressed companies. In some cases, banks are willing to hand over the keys so long as the acquirer is willing to inject some more cash into the company to put in on a stable footing. One example is the acquisition of Pearl by special purpose acquisition company Liberty International, where Liberty put in fresh cash, and the banks wrote down some of their debt.

Vulture investing isn't going to spur much of a recovery in overall volumes, however. That's probably a good thing. A great deal of the hyperactive M&A of recent years was wasteful and left businesses saddled with too much debt. Moreover, many businesses are more concerned about bolstering their balance sheets and steering a steady course through the recession rather than empire-building.

There remains another problem with distressed M&A: the relative shortage of targets. Banks have been reluctant to get too tough with troubled borrowers for fear of realising further losses -- so rather than foreclose they have often been prepared to amend debt terms and relax covenants. This has allowed many to ride out the storm so far. And for less distressed sellers, market volatility has made it harder to agree on value.

Like the banks, CEOs are being equally cautious about what they do with their cash. Those who have survived the financial crisis aren't about to be caught napping a second time. They may be tempted into share offers to grab assets they think worth acquiring if they see greater market and economic stability returning, but most will be keeping their cheque books deep in their inside pockets for now.

-- By Neil Unmack and Alexander Smith

August 10th, 2009

Lloyds: who needs asset insurance?

Posted by: Steve Slater

Lloyds Banking Group is weighing up if it needs to take part in the UK government’s asset protection scheme (APS). The plan, described as “catastrophe insurance” to protect Lloyds and RBS from losses above a certain amount, may no longer be in Lloyds’ best interests and it is considering options, according to reports.

On pure financials, a rights issue could be better for shareholders. Credit Suisse analysts estimate the APS must payout 9 billion pounds for the scheme to breakeven for Lloyds, equivalent to further asset losses of about 9 percent. “On this basis we think there are grounds for Lloyds to reconsider its accession to APS,” the analysts say.

But that doesn’t mean shareholders would be better off without APS. Lloyds would probably have to raise at least 15 billion pounds to provide a capital cushion to satisfy regulators, which could be difficult.

As with all insurance, the policyholder may not make money, but “it caps unexpected losses and that is arguably worth a lot in this environment,” the Credit Suisse analysts say.

And lastly, Lloyds could have to pay for the insurance support provided already — potentially at a cost of about 1.5 billion pounds.

August 6th, 2009

Deals du Jour

Posted by: Victoria Howley

Wall Street banks and lawyers could collect nearly $1 billion in fees from the Federal Reserve Bank of New York and American International Group to help manage and break apart the insurer, the Wall Street Journal said, citing its own analysis.

The following M&A related stories were reported by Reuters and other media on Thursday:

Jewelry retailer Finlay Enterprises filed for Chapter 11 protection and said it would sell its assets in an auction supervised by the bankruptcy court. The company listed assets and debt in the range of $500 million to $1 billion in its filing, Reuters reported.

Indian cellular firm Aircel, 74 percent owned by Malaysia’s Maxis, has shortlisted four firms including American Tower and Bharti Infratel to conduct due diligence as it looks to sell all or part of its tower operations, Reuters said.

China South City Holdings, an operator of a wholesale and logistics centre in Shenzhen, is expected to revive its Hong Kong listing plan next month, raising $500 million for expansion, the South China Morning Post said.

UK broadcaster ITV is set to sell social networking site Friends Reunited to DC Thomson, publisher of the Beano comic for 25 million pounds, the Financial Times said.

August 5th, 2009

Phew! Due diligence done at last

Posted by: Steve Slater

Lloyds’ deal to buy HBOS was sealed in the time it takes to sup a few cocktails with Gordon Brown. But poring through the gung-ho mortgage lender’s books took nine whole months and many thousands of man hours.

Lloyds Banking Group on Wednesday admitted it had finally completed due diligence on HBOS, after agreeing to buy it in a shotgun marriage last September.

“Nine months after agreeing to purchase HBOS, it has finally completed its review of the assets at HBOS. This means … it has completed its due diligence of HBOS,” said Hank Celenti, analyst at Royal Bank of Canada.

Investors were cheered when the bank said bad debts had peaked in the first half, after it took a knife to the value of the HBOS property portfolio. H1 bad debts jumped five-fold to 13.4 billion pounds, with 80 percent due to HBOS legacy assets.

It had taken a prudent view to impairments, it said, helping its shares jump 13 percent. But the shares are still less than half their value before the deal, which many investors said was good for HBOS investors and the broader economy, but not for Lloyds shareholders.

Lloyds CEO Eric Daniels admitted in February his bank had conducted 5,000 man hours of due diligence under the hurried deal, which was brokered by UK government, and he would typically have put in 3-5 times that if he’d had more time.

July 29th, 2009

Santander joins Brazil’s IPO party

Posted by: Steve Slater

Spain’s Santander confirms plans to spin-off 15 percent of its Brazilian business in a flotation potentially worth over $3 billion.

Reuters reported on July 21 that the bank was mulling an initial public offering in the second half of the year, and advisers have been appointed, people familiar with the matter say.

Santander will lead and underwrite the share sale alongside Credit Suisse and Bank of America/Merrill Lynch. Banco Pactual, the Brazilian bank sold by UBS in April, will be a bookrunner on the deal, the sources say.

Santander boss Emilio Botin has high hopes for the Brazilian unit, and meeting Brazilian soccer legend Pele, above, won’t have done his bank’s brand any harm. Santander is Brazil’s third biggest private sector bank by assets, after beefing up through the purchase of ABN Amro’s local bank.

Santander will be the latest in a string of companies in Brazil to capitalize on improving market conditions by selling shares to raise money.

June 25th, 2009

Deals du Jour

Posted by: Steve Slater

Japanese banks Aozora and Shinsei, both loss-making lenders backed by U.S. investors, are in talks to merge to create Japan’s sixth-largest bank.

A deal would give Aozora access to Shinsei’s retail deposits to ease its funding needs and could provide Shinsei with a much-needed boost to capital.

It could also signal that banks around the world will seek deals as they emerge from the financial crisis.

The following are other deals reported by Reuters and other media on Thursday:

U.S. automaker General Motors has invited several investors to hand in improved offers for its European operations to try to put the screws on frontrunner Magna, the Financial Times said. China’s BAIC aims to hand in an improved offer, the paper said, citing people briefed on the matter.

Telecom Italia is ready to sell its stake in Telecom Argentina if the price is right, Italian newspapers reported on Thursday, quoting Chief Executive Franco Bernabe.

India’s Grasim Industries plans to absorb its unit UltraTech Cement to consolidate the group’s cement business under one arm and create India’s top cement firm, the Economic Times reported, citing an investment banker.

Indian diversified construction firm Jaiprakash Associates plans to merge two of its power units to help them sell shares worth up to 40 billion rupees ($825 million) to institutional investors, the Business Standard said.