M&A

DealWatch

Kmart and Sears; Motorola and MeshNetworks; Wrigley and Kraft; General Electric and SPX; Dow Jones and MarketWatch; Advanced Medical Optics and VIS...
Craig SchneiderNovember 17, 2004

• Kmart Holding Corp. and Sears, Roebuck and Co. signed a definitive merger agreement that will create the nation’s third-largest retailer, with approximately $55 billion in annual revenues, 2,350 full-line and off-mall stores, and 1,100 specialty retail stores. The $11 billion deal was unanimously approved by both companies’ boards of directors.

• Motorola Inc. announced yesterday that it has agreed to acquire privately held MeshNetworks Inc. Terms were not disclosed, but the sale price is reported to be in the vicinity of $500 million. The acquiring company’s Motorola Ventures division had previously invested in the developer of wireless networking technology, and Motorola has distributed the company’s products, according to reports. Motorola announced that it expects the deal to close by the end of the year.

• General Electric Co. will buy SPX Corp.’s fire-detection and security business, Edwards Systems Technology, for nearly $1.4 billion in cash to boost its infrastructure business. SPX intends to use the net proceeds from the transaction to pay down debt and buy back stock, according to a company statement. In conjunction with the announcement, SPX withdrew its earnings guidance for 2004, noting the uncertain timing surrounding a past divestiture.

Separately, GE announced it would sell its heating, ventilation, and air conditioning/refrigeration motor and capacitor business to Regal-Beloit Corp. for $379 million. That transaction is expected to close by the end of December, according to a Regal statement.

• Dow Jones & Co., the publisher of The Wall Street Journal, agreed to acquire MarketWatch Inc. — which operates the CBS MarketWatch website and provides business news, financial information, and analytical tools — for about $519 million. Dow Jones reportedly won a bidding war that included Viacom (a partial owner of MarketWatch), The New York Times Co., and Yahoo Inc., according to several media reports. The acquisition is expected to close in the first quarter of 2005.

• Advanced Medical Optics Inc., a maker of ophthalmic surgical devices and eye care products, agreed to buy VISX Inc., which makes lasers for vision correction, for $1.3 billion in cash and stock. The acquisition is expected to close in the first quarter of 2005, at which time VISX shareholders will own about 41.5 percent and Advanced Medical shareholders about 58.5 percent of the combined company.

• Blockbuster Inc. made an offer to acquire Hollywood Entertainment Corp., a competing video-rental chain, for $11.50 per share in cash. The proposal, which totals $1 billion including Hollywood’s debt, tops an offer from a group of private investors led by Leonard Green & Partners (LGP). The LGP offer of $10.25 a share — an amount it reduced last month from $14 — has a February 28 termination date and allows Hollywood to solicit competing offers. Blockbuster’s expression of interest has not yet resulted in a substantive discussion regarding the terms of a potential transaction, according to a company statement.

• BT Telecommunications Plc. agreed to acquire El Segundo, California-based data communications provider Infonet for $965 million to expand its presence in North America and the Asia-Pacific region. Excluding Infonet’s net cash balance, the aggregate value of the deal is $575 million. The deal, which is subject to regulatory clearances as well as shareholder approval, is expected to be completed in the first half of 2005, according to a BT statement.

• Jones Apparel Group announced that it will buy luxury retailer Barneys New York Inc. for $400 million, which includes approximately $294 million in cash to shareholders as well as repurchase of Barneys’ outstanding debt. According to a Jones statement, certain Barneys shareholders owning approximately 75 percent of its common stock have agreed to the transaction, so no further shareholder action will be necessary, and the deal is anticipated to close in or about December. Barneys chairman and chief executive officer Howard Socol will continue to operate the retailer as a standalone business.

• General Electric Co. agreed to sell a portion of its global business-process-outsourcing unit to two private-investment firms, General Atlantic Partners and Oak Hill Capital Partners. The transaction values GE Capital International Services at $800 million; the parent company will retain a 40 percent stake in GECIS, receive approximately $500 million in cash, and remain a client of the outsourcing business, according to a company statement. The division, which initially handled insurance claims and customer calls, has moved into business software development and remote-network monitoring. The deal is expected to be completed “some time in the next six months.”

Separately, one of GE’s top dealmakers, Robert Jeffe, is reportedly leaving the company for a new role at Deutsche Bank Securities Inc. Jeffe served as senior vice president and head of corporate business development, where he oversaw 50 divestitures and acquisitions worth about $50 billion, according to The Wall Street Journal. Those deals include GE’s acquisition of Vivendi Universal SA and Amersham Inc. At Deutsche Bank, he will serve as chairman of the Corporate Advisory Group and the bank’s M&A operating committee, the paper noted.

• NeighborCare Inc., an institutional pharmacy provider, agreed to buy Belville Pharmacy Services Inc. of San Diego for an undisclosed amount. Belville, a long-term care pharmacy serving skilled and residential facilities and hospices in Southern California, has annual revenues of approximately $50 million, according to a NeighborCare statement. The transaction is expected to close within 30 days.

• PeopleSoft Inc.’s board of directors snubbed Oracle Corp.’s latest offer to purchase the software maker for $24 per share, or about $9.2 billion overall. A. George “Skip” Battle, chairman of PeopleSoft’s transaction committee, said in a statement that “PeopleSoft is materially more valuable to Oracle now than it was when Oracle made its inadequate $26 per share offer.” PeopleSoft’s board has recommended that shareholders not tender their shares to Oracle.

Oracle has said that $24 per share is its “best and final” offer, but on Monday the company signaled that it may extend its Friday deadline if it seems that a majority of PeopleSoft shareholders would sell at the price.

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