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DealZone

Behind the deals and deal-makers

October 16th, 2009

Keeping score: Withdrawn M&A and private equity buyouts

Posted by: Victoria Howley

Highlights from the Thomson Reuters Investment Banking Scorecard:

Corporate M&A loses out …

Xstrata abandoned its $42.5 billon merger with Anglo American on Oct. 15, making it the largest withdrawn transaction this year. Withdrawn M&A has reached $205 billon so far in 2009.

The banks advising both parties would have earned an estimated $150.7 millon if the transaction had gone through. Deutsche, Lazard and UBS each lose a place in the global M&A rankings, falling to sixth, eighth and ninth, respectively, due to the failure. In Europe, Goldman Sachs loses the top spot, falling to third, while Normura drops out of the top 25 from 12th spot.

Morgan Stanley and Credit Suisse take first and second position in the year to date European rankings.

… but private equity scores a hit:

CVC Capital Partners agreed to acquire the Central European operations of Anheuser-Busch Inbev for $3 billion, in a leveraged buyout transaction on Oct. 15.

This is the second largest European private equity backed M&A deal year-to-date, bringing the total value of private equity activity to $23 billion so far this year.

October 15th, 2009

DealZone Daily

Posted by: Victoria Howley

Mining group Xstrata did not support hopes of a more general M&A rebound on Thursday, announcing it had no intention of offering for rival Anglo American and that it continued to assess a range of alternative growth options. Read the Reuters report here.

OCBC , the smallest of Singapore’s three local banks, has agreed to buy ING’s private banking unit in Asia for $1.5 billion, a surprise outcome in a complex drawn-out auction.

CIT Group  is getting closer to finalizing the terms of a new loan that would give the commercial lender, trying to avoid bankruptcy, $3 billion to $6.5 billion, two sources familiar with the matter told Reuters.

In other news on Thursday:

The British government will not underwrite a planned rights issue by Lloyds Banking Group, the Financial Times said on Thursday.

Japan’s securities regulator is probing allegations of market manipulation in share trading by BNP Paribas, the Asahi newspaper reported.

The founder and other senior officers of hedge fund Cadogan Management LLC, who quit the firm two weeks ago, have now agreed to buy back the business from Fortis Bank, the Wall Street Journal said, citing people familiar with the matter.

October 12th, 2009

If Xstrata is to shut up on Anglo it should say so

Posted by: Alexander Smith

SWITZERLAND/Only a week to go before decision time and it looks increasingly as though Xstrata boss Mick Davis has already made up his mind and opted to walk away from making a formal bid for mining rival Anglo American.

Reuters correspondent Raji Menon quotes an unnamed top-10 shareholder in Xstrata saying: "They have pretty much indicated to us that they will be walking away".

 

This makes sense -- nothing has changed since Xstrata got a "put up or shut up" notice from the UK's Takeover Panel, giving it until October 20 to make a formal offer or walk away for six months.

If Xstrata has indeed made up its mind, it should waste no time in telling investors that it has no plans to make an offer. Why wait?

September 11th, 2009

Keeping score: UK M&A, Asian tech and US debt

Posted by: Victoria Howley

Here are the highlights from this week’s Thomson Reuters investment banking scorecard:

Cadbury deal lifts UK M&A to $168.8 billion

The $19.3 billion offer by Kraft Foods for UK confectioner Cadbury lifted UK target M&A to $168.8 billion for the year-to-date period, an increase of 19% over last year. The transaction could rank as the second largest non-government acquisition in the UK this year after Xstrata’s $42.5 billion bid for Anglo American in June.

UBS, which advised on both the Cadbury and Anglo deals as well as the UK government investments in Lloyds Banking Group and RBS, leads the year-to-date UK target league table with $124.6 billion from 21 announced deals.

Biggest week for U.S. corporate debt since May

Bolstered by multi-billion dollar deals in the financial and insurance sectors, the market for U.S. corporate investment grade debt saw its biggest week for news issues since May. Hong Kong’s Hutchison Whampoa topped the list of global debt offerings this week, raising $3 billion in the U.S. markets, while insurers Prudential Financial and Met Life each raised over $1 billion.

JP Morgan holds first place with 13% of the market, while Bank of America has 12.8% of investment grade underwriting in the U.S.

Asia Pacific tech M&A hits $15.2 billion

This week’s $3.1 billion acquisition of Singapore-based Chartered Semiconductor Manufacturing by state-owned Advanced Technology Investment Co, a UAE sovereign wealth fund, brings year-to-date Asia Pacific technology volume to $15.2 billion, a 33% increase over last year at this time.  Deals in the both the materials and consumer staples sectors are up over 60% in the region this year.

Overall, worldwide sovereign wealth fund acquisition activity totals $25 billion so far this year, a 32% decline over 2008.

July 31st, 2009

Anglo dresses interims up as a defence

Posted by: Alexander Smith

    Anglo American hasn't yet received a formal bid from Xstrata. But the miner's interim results read very much like a defence document.CHILE-CODELCO/ANGLOAMERICAN
    The highlights alone give a pretty good idea of what chief executive Cynthia Carroll and new chairman John Parker will focus on if Xstrata does eventually pounce.
    Anglo's case hinges on four things.
    First, that its plan to cut $2 billion of costs by 2011 is ahead of target. Second, that it is getting on top of its $11 billion net debt, and third, that progress is being made in restructuring its problem child Anglo Platinum <AMSJ.J>. Lastly, Anglo acknowledges that it is an objective to reinstate the dividend.
    Added to these elements, lest they appeared to have too defensive a flavour, is the promise of growth, largely through its Minas-Rio iron ore project in Brazil and its Los Bronces copper development.
    Of these, cost savings are a crucial point of contention in the Xstrata debate, with the rival miner's chief executive Mick Davis confident he can squeeze a further $1 billion out of a combination with Anglo, taking the total to $3 billion.
    Anglo isn't making any promises beyond those already given but the tone of the language -- which includes talk of being ahead on "asset optimisation", procurement and job reductions -- hints that it may be able to find more savings on its own, without handing anything to Xstrata.
    So far the market seems largely happy to let Carroll stick to her plan -- highlighting Anglo's leading position in platinum, diamonds and iron ore alongside its cost cutting success. But investors might ask more searching questions in the event that Xstrata did come back offering a premium.

July 20th, 2009

Friends will find Pac-Man out of fashion

Posted by: Alexander Smith

Pac-Man The 1980s revival continues. Music fans have been flocking to see the Human League and Spandau Ballet on their reunion tours. Now M&A aficionados can savour their own mini revival. Yes, it's the return of the Pac-Man bid.
Two mid-sized British insurers, Friends Provident and Resolution have revived this gambit, named after a mind-bogglingly dull computer game where the objective is to eat your pursuers rather than be eaten yourself. In M&A, this involves the target of a bid approach (in this case, Friends) turning on the bidder and launching an offer itself.
In the case of Resolution there was a certain logic in so doing. Resolution is effectively a cash shell company, which has opaque governance. Its nil premium share for share approach offered little to Friends other than the chance to hand over 10 percent of the combined company's profits to Resolution's management. The proposed nil premium counterbid made little sense (other than to eliminate the 10 percent profit share). But it did at least tease out a slightly more generous bid proposal from Resolution.
Pac-Man defences are rare in M&A -- and for good reason. They're wholly unconvincing. If you get a bid for your company, and think that the combination has merit, squabbling over who bids for whom seems to miss the point. At worst it smacks of management self interest.
This is not the only reason there have been very few Pac-Man defences. The bigger problem is that they are uniformly unsuccessful. The target never actually gets to gobble up the predator. It is 10 years since Elf Aquitaine's desperate  attempt to see off an ultimately successful bid by fellow French oil major Total. The same year, British regional brewer Marston's also used the defence against a bid from Wolverhampton and Dudley Breweries. It too failed.
That doesn't stop it from rearing its ugly head from time to time. Pac-Man defences were raised as a possibility for Rio Tinto  to turn the tables on BHP Billiton and more recently as a means for Anglo American to round on Xstrata. But generally that's all it is: talk.
The Resolution-Friends situation is an unusual one. Resolution is a cash company that is desperate to do a deal, while Friends rejected a 150 pence per share bid from J.C. Flowers last year. There are particular reasons they have ended up in a sort of death embrace. So while the Spandaus may be back in favour, the Pac-Man bid is likely to remain consigned to the archive.

July 9th, 2009

Deals du Jour

Posted by: Tom Freke

Despite the sluggish performance of the stock markets recently, there is no shortage of deals to report.

Some corporate finance stories in the newspapers include:

* AIG (AIG.N) has resumed talks to sell its American Life Insurance Co unit to MetLife Inc (MET.N) in a deal that could help the stricken insurer raise more than $15 billion, according to the Financial Times.

* Datang Telecom (600198.SS) is in talks to sell a 20 percent stake to China’s national pension fund worth as much as 3 billion yuan ($428.6 million), China Daily reported.

* CIT Group (CIT.N), the U.S. commercial lender struggling to finance its business, is pressing U.S. regulators to allow it to issue government-backed bonds to allay concerns over its financial health, the Financial Times said.

* Xstrata’s proposed 40 billion-pound merger with Anglo American has effectively collapsed after Anglo’s shareholders rejected the approach, The Times reported.

* Metalloinvest, the Russian iron and steel firm founded by tycoon Alisher Usmanov, has agreed a four- to five-year extension with some creditors on repayment of $2.2 billion in debt, Vedomosti business daily reported.

July 8th, 2009

NRG, Exelon on bridge to nowhere

Posted by: Jui Chakravorty

bridge2‘Tis the season for unbridgeable gaps.

NRG Energy rejected Exelon’s sweetened (and hostile) bid on Wednesday, saying the $6.9 billion offer was still too low.   

Exelon raised its all-stock offer for NRG by more than 12 percent last week, but investors have not been swayed by the increased price. NRG shares have lost more than 15 percent of their value since Exelon bumped up its bid.   

Exelon has said its increased bid of 0.545 of its shares for every NRG share is its best and final offer. 
Still, NRG called the revised Exelon bid a step in the right direction.  “If you would properly recognize the value created by NRG itself, you would be able to increase your current 0.545 offer by a substantial amount,” NRG wrote in its letter.   

Next stop on this long road: NRG’s annual meeting on July 21. Exelon has nominated a slate of directors to stand for election; shareholders will vote.

The two companies are part of a long list of running hostiles, including Broadcom/Emulex, Agirum/CF/Terra, Xstrata/Anglo American, Validus/IPC and EMC/Data Domain. Some of those offers are “unsolicited” and not “hostile” yet. But let’s face it — a bid that is unsolicited and perceived to be undervalued might not be “hostile,” but it isn’t considered particularly friendly.

Expect more unfriendly approaches as depressed stock prices and lack of long-term visibility continue to create wide - and often unbridegable - gaps between buyers and sellers.

June 26th, 2009

X-raying Xstrata

Posted by: Chris Spink

Xstrata is different from most other major mining companies. Rather than being a long established group with strong links to a particular country, such as Australia for Rio and BHP, South Africa for Anglo American, or Brazil for Vale, it is a relative upstart with few ties to any particular territory, aside from its tax inspired domicile, Switzerland.

The group’s culture might seem innocuous but it is important, particularly when Xstrata has this week proposed a “merger of equals” with South African stalwart Anglo American. Unlike many of its rivals, Xstrata’s raison d’etre is doing deals, led by raucous chief executive Mick Davis.

The company floated in March 2002 with an initial value of £2 billion. Since then, a number of transformational acquisitions such as the $19 billion purchase of Falconbridge, and the recovery in global commodity prices, has meant the group is now valued at £20 billion. At its record high last year, when it tried to buy platinum producer Lonmin, it was worth £67 billion.

Xstrata’s strength is that it has always been much closer to its customers than other, perhaps more parochial groups keener on looking after their employees. The presence of trading entity Glencore on its shareholder register, with a third of Xstrata’s stock, is testament to this.

Davis’s true loyalty showed earlier this year when he effectively enabled Glencore to retain this stake, by funding its participation in January’s £4.1 billion rights issue, via a side deal selling certain Glencore coal assets in Colombia to the group for $2 billion.

The current tilt at Anglo American, now worth £24 billion, looks a deal too far for Xstrata. For one, Glencore looks likely to be diluted down to a sixth of the combined group, as the proposal currently lies. Secondly, Anglo American will vigorously defend its independence, as it is already showing, helped by implicit South African support.

Glencore must have approved Xstrata’s move but that in effect puts Xstrata in play, if it is indeed willing to effectively relinquish control. That is highly significant. The end result might either see Anglo American making a “pacman” offer for Xstrata to defend itself or else encourage Vale, which has approached Xstrata before, to make a play for it.

Ultimately Xstrata, with few political connections, looks the more vulnerable participant in this process.

June 23rd, 2009

Chinalco, Vale hawks circle as Xstrata’s canary swoons

Posted by: Chris Kaufman

With Anglo having spurned a premium-less bid from Xstrata, the chances of the proposed “mergers of equals” getting done is dimming. The spurned suitor said it was disappointed, but that’s about all it said, so while the possibility of a hostile approach cannot be ruled out, analysts say such a costly alternative is highly unlikely.

Analysts had been reasonably upbeat on Xstrata’s proposal, talking up the merits of a tie-up even as the steel industry shuddered and the government of South Africa, where Anglo has the bulk of its operations, squawked.

But just as investors were dumping their Anglo shares, talk emerged of the possibility of interest from two emerging market heavyweights: China’s Chinalco and Brazil’s Vale. Anglo’s stock quickly steadied.

Having been thwarted in its bid to acquire much larger miner Rio Tinto, China has shown tremendous appetite for a deal that would secure it the resources it desperately needs to keep its industry humming. The same goes for Brazil.

If it turns out Xstrata has opened the door to state-backed muscle for a deal — targeting itself as well as Anglo — Xstrata CEO Mick Davis may find his own firm fending off takeovertures.