M&A Roundup

Bayer and Schering; Danaher and Sybron Dental Specialties; Nasdaq and the London Stock Exchange; Oracle and Portal Software; Macquarie, Ferrovial, ...
Helen ShawApril 13, 2006

• Bayer has initiated a takeover bid of $20 billion for rival drug manufacturer Schering. The deal is contingent upon Bayer’s acquiring 75 percent of Schering’s voting rights and winning approval of U.S. and European antitrust regulators. Bayer’s offer exceeds Merck’s $18.7 billion bid, which has been abandoned.

• Industrial tool maker Danaher has agreed to acquire Sybron Dental Specialties for about $2 billion in cash, plus a second-step cash-out merger at the offer price. The transaction is expected to close by the end of June.

• The Nasdaq Stock Market purchased 15 percent of the London Stock Exchange for about $780 million, just weeks after its $4.2 billion offer for the entire exchange was rebuffed. The LSE has also announced that it is conducting talks with other, unnamed exchanges regarding a possible merger.

• Oracle has agreed to acquire Portal Software, a provider of revenue management software for media and communications companies, for approximately $220 million in cash.

• Australian bank group Macquarie has joined Spanish construction company Grupo Ferrovial in its hostile bid for BAA, the British owner and operator of Heathrow, Gatwick, and Stansted airports. BAA has rejected Ferrovial’s $15.25 billion offer as too low. The Spanish company met recently with representatives of the airport group’s pension fund, which was underfunded by about £200 million ($353 million) as of September 30.

• Swiss bank UBS has agreed to acquire the private-client branch network of Piper Jaffray for $500 million in cash. At the closing, UBS will pay an additional $300 million in cash for existing loans at the branches being sold and $75 million in cash based on performance incentives. The transaction is expected to close at the beginning of the third quarter.

• Red Hat, a provider of enterprise operating systems, has agreed to buy software company JBoss for about $350 million, plus an additional $70 million contingent upon future performance results. The deal, composed of about 40 percent cash and 60 percent in Red Hat common stock, is expected to close around May.

• JPMorgan Chase has agreed to acquire the consumer, small-business, and middle-market banking units of The Bank of New York in exchange for JPMorgan Chase’s corporate trust business and a cash payment of $150 million. The transaction, which has been approved by the boards of directors of both companies, is still subject to regulatory approvals and is expected to close in the third or fourth quarter.

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