M&A

Deals: Global Buyers Troll America

In our M&A Roundup for the week ending June 15, some of the biggest purchases are by British, French, Chinese, and Australian companies. LBOs again...
Roy HarrisJune 18, 2007

Foreign bidders accounted for four of the top 10 North American transactions last week, while private-equity buyouts continued to be a prominent feature of deal-making. The two top deals, in fact, were the proposed $8.4 billion buyout of Penn National Gaming Inc. by Fortress Investment Group LLC and Centerbridge Partners LP, and a $4.82 billion LBO of Sydney, Australia-based Mulitplex Group by Canada’s Brookfield Asset Management Inc.

Lazard had an especially strong week, advising three deals including the Penn National LBO, according to data provided to CFO.com by mergermarket. JPMorgan also advised three deals.

Fortress Investment Group LLC and Centerbridge Partners LP to buy Penn National Gaming Inc. for $8.35 billion

The definitive agreement calls for a price of $67 per share, a premium of 31 percent. The transaction is expected to close 12 to 16 months from announcement. If the merger is not consummated by June 15, 2008, the per-share purchase price will increase by 1.49 cents per day. The Wyomissing, Pa.-based casino and racetrack operator would join other recent private-equity LBOs of gaming companies, including Harrah’s Entertainmnet and Station Casinos.
Seller financial advisor: Lazard
Bidder financial advisor: Deutsche Bank; Wachovia
Seller legal advisor: Wachtell Lipton Rosen & Katz
Bidder legal advisor: Willkie Farr & Gallagher

Brookfield Asset Management Inc. to buy Multiplex Group for $4.82 billion

The agreement with Toronto-based Brookfield entitles each Multiplex shareholder to $4.74 per share in cash. Sydney, Australia-based Multiplex is a stapled security comprised of shares of Mulitplex Ltd. and units of Multiplex Property Trust.
Seller financial advisor: JPMorgan; UBS
Bidder financial advisor: Citigroup
Seller legal advisor: Allens Arthur Robinson; Chang Pistilli & Simmons
Bidder legal advisor: Clayton Utz

Rexam plc to buy O-I Plastic Products FTS Inc. from Owens-Illinois Inc. for $1.82 billion

The cash transaction is part of an Owens-Illinois strategy of divesting the plastics business and concentrating on its glass business, which is its core activity. For London-based Rexam, it is part of an expansion strategy to build leading market positions in core growth markets and create value through synergies and cross-selling opportunities. The deal is expected to be completed in the third quarter.
Seller financial advisor: Goldman Sachs
Bidder financial advisor: Credit Suisse
Seller legal advisor: Simpson Thacher & Bartlett; Sullivan & Cromwell (Advising Goldman Sachs)
Bidder legal advisor: Allen & Overy

Babcock & Brown to buy Coinmach Service Corp. for $1.33 billion

The definitive agreement calls for Sydney, Australia-based Babcock & Brown to pay $13.55 per share, a premium of 14.9 percent for the Plainview, N.Y., company that leases laundry rooms from building managers and collects revenue from the laundry equipment it installs.
Seller financial advisor: Deutsche Bank; Merrill Lynch; Houlihan Lokey
Bidder financial advisor: Not Available
Seller legal advisor: White & Case
Bidder legal advisor: Debevoise & Plimpton

Dalkia International to buy Thermal North America Inc. for $788 million

The acquisition will enable the unit of Paris-based Veolia Environnement SA to expand its presence in the U.S. in the energy services market, and brings additional synergies to strengthen Veolia’s business for future growth. The deal is expected to close toward year-end, or early next year, pending regulatory approvals.
Seller financial advisor: Not Available
Bidder financial advisor: Lazard
Seller legal advisor: Not Available
Bidder legal advisor: Cleary Gottlieb Steen & Hamilton

Aluminum Corp. of China to buy Peru Copper Inc. for $779 million

The cash price of $6.22 per share represents a premium of about 3.9 percent for the Vancouver, British Columbia-based Peru Copper. The acquisition will enable Chinalco to strengthen its presence outside China and gain a foothold in mining interests in Peru.
Seller financial advisor: UBS
Bidder financial advisor: BMO Capital Markets; Canaccord Adams
Seller legal advisor: Cassels Brock & Blackwell; Fraser Milner Casgrain
Bidder legal advisor: McCarthy Tetrault

IBM Corp. to buy Telelogic AB for $726 million

The offer for the Swedish software company, part of a plan to increase the percentage of IBM’s profits from the sector, is conditioned on approval from the relevant regulatory authorities and 90 percent acceptances.
Seller financial advisor: UBS
Bidder financial advisor: Lazard
Seller legal advisor: Vinge
Bidder legal advisor: Cleary Gottlieb Steen & Hamilton; Mannheimer Swartling

Cal Dive International Inc. to buy Horizon Offshore for $666 million

The definitive agreement provides for $9.25 cash and 0.625-shares of a Cal Dive common share to be exchanged for each Horizon share, for a total value of $19.25 per Horizon share, a 13.6 percent premium. The transaction is expected to close in the third quarter.
Seller financial advisor: Lehman Brothers
Bidder financial advisor: Banc of America Securities
Seller legal advisor: Jones Walker
Bidder legal advisor: Fulbright & Jaworski

Cleveland-Cliffs Inc. to buy PinnOak Resources LLC for $600 million

The price includes $450 million and assumed debt of $150 million. Under the terms of agreement, 25 percent of the cash consideration will be deferred till Dec. 31. The transaction is in line with Cleveland-Cliffs’ strategy of expanding in global markets and diversifying its mineral sales. The acquisition is subject to regulatory clearances and is expected to close within 60 days.
Seller financial advisor: JPMorgan
Bidder financial advisor: UBS
Seller legal advisor: Not Available
Bidder legal advisor: Not Available

D.E. Shaw & Co. to buy James River Group for $522 million

The definitive agreement is priced at $34.50 per share, a discount of 1.9 percent. The transaction is expected to close in the second half.
Seller financial advisor: JPMorgan
Bidder financial advisor: Wachovia
Seller legal advisor: Bryan Cave; Skadden Arps Slate Meagher & Flom
Bidder legal advisor: Debevoise & Plimpton

source: mergermarket

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