M&A Roundup

Toshiba and Westinghouse; Wachovia and Golden West Financial; Mills Corp., and Ivanhoe Cambridge; Motorola and Symbol Technologies; Crown Castle an...
Marie LeoneOctober 6, 2006

• Toshiba expects to complete its merger of Westinghouse units BNFL USA Group and Westinghouse UK by the end of the month. The Japanese conglomerate announced that it received all necessary regulatory approvals for the $5.4 billion acquisition. In addition, Toshiba will also enter into a partnership arrangement with U.S.-based engineering firm Shaw Group and Japanese engineering company Ishikawajima-Harima Heavy Industries, to take an investment interest in the acquisition. Shaw will own a 20 percent interest, while IHHI will own 3 percent interest.

• Wachovia has completed a merger with Golden West Financial in a cash and stock deal that will create a banking and financial services company with $700 billion in assets and a market capitalization of $107 billion. Golden West shareholders will receive about 1.051 shares of Wachovia common stock, and $18.65 in cash for each share of Golden West common stock they own.

• Mall developer Mills Corp. has sold its interests in three international properties Canadian competitor Ivanhoe Cambridge. for approximately $988 million. The properties are: Vaughan Mills, Ontario; St. Enoch Centre, Glasgow; and Madrid Xanadu. In announcing the sale, Mills executives reiterated their efforts to sell all or part of the company’s assets. Mills has been plagued by restatements, dividend cuts, and an SEC investigation into its accounting practices.

• Crown Castle International agrees to buy rival wireless tower company Global Signal in a stock and cash transaction valued at about $5.8 billion, including debt. Global Signal common stockholders are entitled to convert single shares into 1.61 Crown Castle shares or, alternatively, can elect to receive cash in the amount of $55.95 per Global Signal share. The deal is expected to close during the first quarter of 2007.

• Symbol Technologies announced that class action lawsuits have been filed against the company in New York state court, challenging its proposed acquisition by Motorola. Symbol officials said that the lawsuits are without merit, according to a press statement. Under the merger agreement, Motorola agreed to acquire all of the outstanding shares of Symbol for $15 per share in cash.

• Atlas Copco has sold a majority stake of its construction equipment rental business to private equity firms Ripplewood Holdings and Oak Hill Capital Management in a cash and stock deal worth $3.8 billion. The company will retain a 14.5 percent stake in the business. Officials at the Swedish industrial machine maker say that the rental business characteristics are very different than its core equipment manufacturing business, and “synergies” are limited.

• Software makers Open Text and Hummingbird Ltd. have closed a $489 million merger deal in which Hummingbird shareholders received $27.85 per share that they own. The transaction was financed with cash from both companies and a new $465 million revolving and term credit facility.

• Johnson & Johnson and Pfizer have agreed to sell certain consumer and over-the-counter brands to Chattem Inc. in deals worth a total of $410 million. When the deals are finalized, Chattem will own ACT mouthwash, Unisom sleep aid, Cortizone anti-itch salve, Kaopectate anti-diarrhea product, and Balmex diaper rash ointment. To fund the transaction, Chattem has obtained a $425 million term loan facility.

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