VideoHalf last week's top 10 deals reflected the seismic disturbances in American banking, with struggling Citigroup's purchase of the Spanish tollway and engineering services company Itinere Infraestructuras SA being at the center of the activity. In addition to three deals related to that transaction, the other banking acquisitions were Capital One Financial Corp.'s purchase of Chevy Chase Bank and American International Group Inc.'s sale of its AIG Private Bank Ltd. unit to Kuwait's Aabar Investment PJSC.
Kuwait was a buyer as well in the largest sale among North American companies: Dow Chemical Corp.'s $7.50-billion agreement to provide the state-owned Petrochemicals Industries Co. with a 50-percent stake in its polyethylene business.
In all, the 30 deals were struck, totaling $9.45 billion for U.S. companies, according to data provided to CFO.com by mergermarket. The value of last week's transactions was up from the $2.45 billion represented by represented by the 25 deals struck the prior week, when U.S. M&A finally topped $1 trillion for the year.
For the year to date after one more week of dealing, the 3,559 transactions now have reached $1.03 trillion, compared with the $1.48 trillion represented by the 4,784 deals struck as of this time in 2007.
Citigroup Inc. to buy Itinere Infraestructuras SA from Sacyr Vallehermoso S.A. for $9.96 billion
New York City-based financial services company Citigroup launched a public offer for the Madrid-based Itinere Infraestructuras, an operator of toll motorways company and provider of construction and engineering services. The transaction, via a voluntary public offer, prices each share at $4.99, a premium of 17.51 percent. The offer values the entire share capital of Itinere at $3.62 billion.
Seller financial advisor: Mediobanca
Bidder financial advisor: JPMorgan; Santander Global Banking and Markets
Seller legal advisor: Garrigues; Uria Menendez
Bidder legal advisor: CMS
Petrochemicals Industries Co. to buy 50 percent of the Polyethylene business of Dow Chemical Co. for $7.50 billion
Midland, Mich.-based Dow, manufacturer of plastics, chemicals, hydrocarbons, herbicides, pesticides, and pharmaceutical chemicals, definitely agreed with Safat, Kuwait-based Petrochemicals Industries, a producer of fertilizer and petrochemicals and a wholly owned subsidiary of state-owned Kuwait Petroleum Corp., to form a 50-50 joint venture. Terms call for Dow to contribute assets engaged in research, development, manufacture, and sale of polyethylene, polypropylene, polycarbonate, catalyst technologies, and other products. Petrochemicals Industries will contribute cash. The purchase price will be paid in intervals, with $4.175 billion at closing and $1.6 billion within three days after closing. A $1.5-billion payment will be paid at closing unless Petrochemicals chooses to pay this amount in fixed equal monthly installments through June 30. The remaining $225 million will be paid at closing into an escrow account after closing EBITDA adjustments. Total value includes working capital and assumed net debt of $2.4 billion.
Seller financial advisor: Citigroup; Merrill Lynch
Bidder financial advisor: JPMorgan
Seller legal advisor: Shearman & Sterling
Bidder legal advisor: Ashurst
Johnson & Johnson to buy Mentor Corp. for $1.10 billion
Santa Barbara, Calif.-based Mentor, which supplies medical products for the global aesthetic market, definitively agreed to be acquired by New Brunswick, N.J.-based Johnson & Johnson, which engages in the research and development, manufacture, and sale of health-care products. Both boards approved the merger at $31 a share, a premium of 91.9 percent. The implied equity value of the transaction is approximately $1.05 billion. The transaction is expected to close in the first quarter of 2009.
Seller financial advisor: Citigroup
Bidder financial advisor: Internal
Seller legal advisor: Jones Day; Morrison & Foerster
Bidder legal advisor: Cravath Swaine & Moore; Jones Day; Weil Gotshal & Manges
Atlantia to buy the Chilean and Brazilian motorway concessions of Itinere Infraestructuras SA from Citi Infrastructure Investors for $1.06 billion
Rome-based Atlantia, engaged in construction and management of toll motorways and connected traffic services, agreed to acquire Itinere Infraestructuras concessions from the Citi unit under terms calling for $530 million to be paid, along with $527 million in net debt to be assumed from the holdings acquired in Chile and Brazil. The agreement includes five concessions that manage a total of 702 kilometers of toll motorway, and two companies that manage maintenance and road work on certain sections operated under concession in Chile. It includes acquisition of minority interests in three Portuguese concessions. The acquisition is related to the Citi Infrastructure Partners tender offer to acquire Itinere, and is expected to be completed during the first quarter of 2009, after Citi's offer for Itinere Infraestructuras closes.
Seller financial advisor: JPMorgan; Santander Gobal Banking and Markets
Bidder financial advisor: Not Available
Seller legal advisor: CMS
Bidder legal advisor: Allen & Overy; Bonelli Erede Pappalardo
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