M&A

Deals: More Media Mania

In our M&A roundup for the week ending May 18, as the buzz continued over the $5-billion Dow Jones-Murdoch "non-deal," larger Thomson-Reuters and M...
Roy HarrisMay 21, 2007

Last week, Thomson Corp. of Canada officially announced its $18.2 billion acquisition of U.K. financial news service Reuters Group plc, while in another branch of the media business, Microsoft Corp. agreed to pay $5.03 billion for internet-advertising specialist aQuantive Inc. No agreement has been reached, of course, in that other high-profile media proposal: News Corp.’s $5-billion offer for Dow Jones.

Last week was the first in 2007 with five North American deals each being struck with a value over $5 billion, although total M&A of $73.5 billion still was far short of the record Feb. 2 week, when the $93.6 billion in dealmaking was dominated by the Kraft Foods spinoff.

Private-equity buyouts continued to dominate deal activity overall, with five LBOs among the top ten. They were led by Blackstone’s buyout of Alliance Data Systens and Cerberus Capital’s of Chrysler. That brought the total value of buyout deals to $269.3 billion, compared to $81.9 billion for the same period last year, according to data provided to CFO.com by mergermarket.
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JPMorgan advised four of last week’s top ten deals, the most of any financial adviser.

Thomson to buy Reuters for $18.2 billion

The agreement calls for a transaction for a mixture of cash and shares, with Thomson and Reuters combining their management and operations as if they were a single economic enterprise–although they will retain their separate legal identities.
Seller financial advisor: Blackstone Group Holdings; Citigroup; JPMorgan; Morgan Stanley; UBS
Bidder financial advisor: Bear, Stearns & Co; Morgan Stanley; Perella Weinberg Partners
Seller legal advisor: Clifford Chance; Davies Ward Phillips & Vineberg; Slaughter and May; Weil Gotshal & Manges; Stikeman Elliott
Bidder legal advisor: Allen & Overy; Shearman & Sterling; Torys

Blackstone Capital Partners V LP to buy Alliance Data Systems Corp. for $7.69 billion

Alliance Data Systems’ definitive agreement with the affiliate of The Blackstone Group is for $81.75 per share, a premium of 29.8 percent .
Seller financial advisor: Banc of America Securities; Lehman Brothers
Bidder financial advisor: Credit Suisse; Blackstone Group Holdings
Seller legal advisor: Kirkland & Ellis; Akin Gump Strauss Hauer & Feld
Bidder legal advisor: Simpson Thatcher & Bartlett

Cerberus Capital Management LP to buy 80.1 percent of Chrysler Holding LLC from DaimlerChrysler AG for $7.45 billion

The transaction is on a debt-free and cash-free basis, valuing the entire company at $9.3 billion. The remaining 19.9 will be retained by DaimlerChrysler. Completion of the transaction, expected in the third quarter, is subject to customary closing conditions including the receipt of regulatory approvals and Cerberus financing arrangements.
Seller financial advisor: JPMorgan
Bidder financial advisor: Goldman Sachs
Seller legal advisor: Fasken Martineau; Shearman & Sterling; Skadden Arps Slate Meagher & Flom
Bidder legal advisor: Milbank Tweed Hadley & McCloy; Schulte Roth & Zabel

Mylan Laboratories Inc. to buy Merck Generics from Merck KGaA for $6.63 billion

Mylan won an auction, leading to a deal that will enable both it and Merck Generics to integrate the generics and specialty pharmaceuticals business vertically and horizontally, giving them a diversified revenue base by expanding globally. Completion is expected in the second half, subject to regulatory reviews and other conditions.
Seller financial advisor: Bear, Stearns & Co
Bidder financial advisor: Merrill Lynch
Seller legal advisor: Skadden Arps Slate Meagher & Flom
Bidder legal advisor: Cravath Swaine & Moore; Freshfields Bruckhaus Deringer; Fried Frank Harris Shriver & Jacobson (Advising Merrill Lynch)

Microsoft to buy aQuantive for $5.03 billion

The definitive agreement calls for a price of $66.50 per share, a premium of 85.4 percent. The deal is the next step in the evolution of Microsoft’s advertising network. It is expected to close in the first half of Microsoft’s fiscal 2008.
Seller financial advisor: Morgan Stanley
Bidder financial advisor: Lazard
Seller legal advisor: Perkins Coie
Bidder legal advisor: Kirkpatrick & Lockhart Preston Gates Ellis

Warburg Pincus LLC to buy Bausch & Lomb for $3.87 billion

The definitive agreement calls for a price of $65 per share, a premium of 5.7 percent. The transaction is expected to close promptly after closing conditions are satisfied.
Seller financial advisor: Morgan Stanley
Bidder financial advisor: Banc of America Securities; Citigroup; Credit Suisse; JPMorgan
Seller legal advisor: Wachtell Lipton Rosen & Katz
Bidder legal advisor: Cleary Gottlieb Steen & Hamilton

AWAS to buy Pegasus Aviation Inc. from Oaktree Capital Management LLC for $3.4 billion

The acquisition is from Oaktree Capital and Pegasus senior management, and calls for AWAS to back Pegasus’ aircraft orders worth $1.8 billion, increasing its commitment to $5.2 billion. The acquisition is expected to strengthen AWAS’ position in the global aircraft leasing sector.
Seller financial advisor: Merrill Lynch
Bidder financial advisor: JPMorgan
Seller legal advisor: Paul Weiss Rifkind Wharton & Garrison
Bidder legal advisor: Clifford Chance

Silver Lake Partners and ValueAct Capital to buy Acxiom Corp. for $2.82 billion

The definitive agreement with the private-equity consortium calls for a price of $27.10 per share, a premium of 14.5 percent. The transaction is expected to close by the end of the third quarter.
Seller financial advisor: Stephens; Merrill Lynch
Bidder financial advisor: UBS
Seller legal advisor: Morris, Nichols, Arsht & Tunnell; Wilson Sonsini Goodrich & Rosati
Bidder legal advisor: Dechert; Simpson Thacher & Bartlett

Providence Equity Partners Inc. to buy US Investigations Services Inc. from The Carlyle Group LLC, and Welsh, Carson, Anderson & Stowe for $1.5 billion

Completion is expected in the third quarter, subject to regulatory approvals and customary closing conditions.
Seller financial advisor: Lehman Brothers
Bidder financial advisor: Not Available
Seller legal advisor: Davis Polk & Wardwell; Latham & Watkins
Bidder legal advisor: Debevoise & Plimpton

Cardinal Health Inc. to buy Viasys Healthcare Inc. for $1.45 billion

The definitive agreement is for $42.75 per share, a premium of 35.5 percent. If the tender offer is not completed on June 25, the price per share increases by an amount equal to $0.007027 per day multiplied by the number of days between June 25 and the date of first acceptance of Viasys shares in the tender offer. The transaction is expected to close in the summer.
Seller financial advisor: Bear, Stearns & Co; Lazard
Bidder financial advisor: UBS
Seller legal advisor: Morgan Lewis & Bockius
Bidder legal advisor: Dewey Ballantine (Advising UBS); Wachtell Lipton Rosen & Katz; Squire Sanders & Dempsey

source: mergermarket

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