M&A

M&A Roundup: Week Ending April 27

LaSalle Bank's potential $21 billion sale by ABN AMRO to Bank of America leads the way, although ABN's future still hangs in the balance. Private e...
Roy HarrisMay 1, 2007

ABN AMRO Bank NV’s agreement to sell its LaSalle Bank Corp. unit to Bank of America Corp. for $21 billion towered over other deals last week. But it was unclear how the deal would fare, since it was a condition for the Dutch bank’s merger with Barclays Plc — and Barclays is engaged for the moment in a bidding war for ABN AMRO against a consortium of European banks led by the Royal Bank of Scotland.

Private equity buyouts were again a major factor for the week, with a $7.8-billion LBO of audio equipment maker Harman International Industries Inc. leading the leveraged deals that accounted for six of the top ten transactions. Three buyouts of hotel or casino properties also ranked among the top ten. In all, the week’s deal-making brought the year-to-date value of M&A involving U.S. targets to $442.3 billion, according to mergermarket — well ahead of the $417.6 billion worth of deals on record for the same period last year.

Goldman Sachs advised on six of last week’s top deals, with Merrill Lynch and Bear Stearns each represented in four.

Bank of America to buy LaSalle Bank from ABN AMRO for $21 billion

The $21-billion proposed transaction follows the offer from Barclays acquire ABN AMRO, which is conditional on the Dutch bank’s sale of the Chicago-based LaSalle unit. Completion is expected by year-end or early 2008, subject to regulatory approvals and other customary closing conditions.
Seller financial advisor: Goldman Sachs; Lehman Brothers; Morgan Stanley; UBS
Buyer financial advisor: Banc of America Securities
Seller legal advisors: Allen & Overy; Davis Polk & Wardwell; Nauta Dutilh; Vedder Price Kaufman Kammholz
Buyer legal advisors: Wachtell Lipton Rosen & Katz

AstraZeneca plc to buy MedImmune Inc for $14.6 billion

Terms of the definitive agreement call for a cash tender offer giving MedImmune holders a 21% premium, and of 56% over the price on the last day MedImmune traded prior to the announcement that it was exploring strategic alternatives. The transaction is expected to close in June.
Seller financial advisor: Goldman Sachs Merrill Lynch
Seller legal advisors: Dewey Ballantine; Sullivan & Cromwell (Advising Goldman Sachs)
Buyer legal advisors: Davis Polk & Wardwell; Freshfields Bruckhaus Deringer; Latham & Watkins (Advising Merrill Lynch); Mayer Brown Rowe & Maw

Kohlberg Kravis Roberts & Co LP and GS Capital Partners to buy Harman International for $7.8 billion

Harman’s definitive agreement calls for a price of $120 a share, offering a premium of 17%. The transaction is expected to close in the third quarter.
Seller financial advisor: Bear, Stearns & Co.; Banc of America Securities; Credit Suisse; Goldman Sachs; Lehman Brothers
Seller legal advisors: Jones Day; Wachtell Lipton Rosen & Katz
Buyer legal advisors: Simpson Thacher & Bartlett

Statoil ASA to buy North American Oil Sands Corp. from Ontario Teachers Pension Plan (OTPP); Paramount Resources Ltd.; and ARC Financial Corp. for $1.96 billion

Statoil’s cash agreement will enable Statoil to expand its oil and natural gas exploration activities in North America. Completion is expected in the second quarter.
Seller financial advisor: Merrill Lynch; TD Securities; RBC Capital Markets Not Available
Seller legal advisors: Stikeman Elliot; Macleod Dixon
Buyer legal advisors: Bennett Jones

JER Partners to buy Highland Hospitality Corp. for $1.8 billion

Hotel operator Highland’s definitive agreement offers a premium of 3.7%, and is expected to close third quarter.
Seller financial advisor: Bear, Stearns & Co; Merrill Lynch Citigroup; Wachovia
Seller legal advisors: Hogan & Hartson
Buyer legal advisors: Allen & Overy; O’Melveny & Myers; Venable

Fortress Investment Group LLC to buy Interpool Inc. for $1.46 billion

Interpool’s definitive agreement provides for a 5.9% premium, and is expected to close in the third quarter.
Seller financial advisor: Blackstone Group Holdings; Evercore Partners Internal
Seller legal advisors: Mayer Brown Rowe & Maw; Paul Weiss Rifkind Wharton & Garrison; Stroock & Stroock & Lavan; White & Case
Buyer legal advisors: Skadden Arps Slate Meagher & Flom

Citigroup Global Markets Inc. and Westbridge Hospitality Fund LP to buy Red Roof Inns Inc from Accor SA for $1.32 billion

The purchase of the motel operator by Citigroup Global and Westbridge is in line with the strategy of Paris-based Accor to concentrate on the core business and refocusing on a single brand, U.S. economy chain Motel 6.
Seller financial advisor: Banc of America Securities Citigroup
Seller legal advisors: Proskauer Rose
Buyer legal advisors: Latham & Watkins; Davies Ward Phillips & Vineberg

Whitehall Street Real Estate Funds to buy American Casino & Entertainment Properties LLC from American Entertainment Properties Corp. for $1.3 billion

American Entertainment Properties, controlled by financier Carl Icahn, includes the Stratosphere Casino Hotel & Tower in Las Vegas, and its sale marks Icahn’s participation in an active casino M&A environment. Completion is expected in approximately eight months.
Seller financial advisor: Bear, Stearns & Co Goldman Sachs
Seller legal advisors: Brownstein Hyatt Farber Schreck
Buyer legal advisors: Sullivan & Cromwell

Cerberus Capital Management LP to buy Option One Mortgage Corp. from H&R Block Inc. for $1.27 billion

The sale, which is in line with H&R Block’s strategy of divestment, calls for earn-outs of $300 million. Option One is involved in sub-prime mortgage lending, a business now under severe pressure from regulators and investors.
Seller financial advisor: Goldman Sachs Bear, Stearns & Co; Wachovia
Seller legal advisors: Jones Day
Buyer legal advisors: Schulte Roth & Zabel

BlueStone Television Inc. and Providence Equity Partners Inc. to buy Clear Channel Television from Clear Channel Communications Inc. for $1.2 billion

The acquisition is in line with Providence’s strategy of acquiring and consolidating companies in this sector, with BlueStone as a trade trade partner. The deal, subject to regulatory approvals and other customary closing conditions, is expected to be closed by year-end.
Seller financial advisor: Goldman Sachs; Merrill Lynch Internal
Seller legal advisors: Sullivan & Cromwell (Advising Goldman Sachs); Fulbright & Jaworski; Wiley Rein
Buyer legal advisors: Covington & Burling

source: mergermarket