Deals: Resources Rule

In our M&A Roundup for the week ended Nov. 11, four of the top 10 deals involve energy or mining companies; a $1.4 billion Dell exit for EqualLogic.
Roy HarrisNovember 12, 2007

Weekly dealmaking activity in North America slipped 28 percent from the prior seven days, to $11.85 billion. And as has been so common since the first half of superheated M&A, energy or mining companies figured in many of the transactions.

Of the 10 top deals recorded for the week ended Sunday, the largest was Calgary-based EnCana Corp.’s purchase of 50 percent of Houston-based Leor Energy Holdings LLC’s Amoruso gas property for $2.55 billion, while the number-two transaction was the $1.77 billion proposed buyout of insurer Alpha Corp. by shareholders. In the next-largest natural-resources deal, Toronto-based Katanga Mining Ltd. offered $1.44 billion for UK counterpart Nikanor, headquartered in Douglas, the Isle of Man, according to data provided to CFO.com by mergermarket.

In another sizable non-natural-resources deal, Dell Inc. agreed to pay $1.4 billion for data storage systems developer and provider EqualLogic Inc., currently owned by four venture capital outfits.

Overall, there have been 3,975 transactions in North America year-to-date, worth $1.43 trillion, compared with 4,252 deals worth $1.22 trillion through Nov. 11, 2006.

EnCana to buy 50 percent of the Amoruso Prospect from Leor Energy Holdings for $2.55 billion

Oil and gas exploration and production company EnCana used an undisclosed U.S.-based subsidiary to propose the acquisition of the 50-percent stake in Leor’s Amoruso Project that EnCana doesn’t now own. Leor, engaged in gas exploration, would make its payment in cash and debt totaling $2.55 billion. The acquisition would include a daily gas production of about 75 million net cubic feet per day, about 26,600 net acres of Amoruso land, about 9,100 net acres of offsetting land to the east at South Hilltop, about 20,600 net acres of other undeveloped lands in Robertson and Madison counties, and total east Texas undeveloped land of about 56,300 net acres. EnCana originally acquired 30 percent of the project in 2005, and 20 percent in June 2006. Within three years the production grew from nothing to over 215 million gross cubic feet per day. This acquisition would help EnCana to increase its production and operations and will immediately increase cash flow, although no effect on the earnings is expected. The transaction is expected to close by year-end, and will be effective as of Oct. 1, 2007.
Seller financial advisor: Merrill Lynch; and Goldman Sachs
Bidder financial advisor: Not Available
Seller legal advisor: Not Available
Bidder legal advisor: Not Available

Alfa Mutual Group to buy Alfa Corp. for $1.77 billion

Alfa Corp. signed a definitive agreement to be acquired by majority shareholders collectively known as the Alfa Mutual. The boards of directors of both companies, based in Montgomery, Ala., approved the $1.77 billion merger. Alfa Corp., through its subsidiaries, offers property and casualty insurance, life insurance, and financial services products. The price of $22 per share includes a premium of 25.6 percent. The transaction is expected to close in the first half of 2008. While the termination date is June 30, it can be extended to Sept. 30 under certain circumstances. There is no liability to either party in the event of a termination of this merger agreement. Alfa Corp. first received an unsolicited offer to be acquired by Alfa Mutual for $17.60 a share. A special committee was formed to negotiate the offer on behalf of the unaffiliated stockholders. In consultation with their independent legal and financial advisors, the committee completed its review and a final agreement was reached.
Seller financial advisor: Lazard
Bidder financial advisor: Goldman Sachs
Seller legal advisor: Skadden Arps Slate Meagher & Flom
Bidder legal advisor: Alston & Bird

Katanga Mining to buy Nikanor for $1.44 billion

Katanga Mining offered to acquire all outstanding shares of Nikanor through a tender offer that would give Nikanor shareholders $2.16 in cash and 0.613 of a new Katanga share for each Nikanor share held. The offer values each Nikanor share at $9.87, a discount of 19.5 percent, for the total or $1.44 billion. The cash consideration payable by Katanga would be funded from existing cash resources of Nikanor. Nikanor has agreed to pay Katanga an inducement fee of $15.9 million, or 1 percent of the offer value to Nikanor shareholders excluding the cash return, whichever is lower. Katanga will apply for a London Stock Exchange listing within five months of the effective date, according to the terms. Current Nikanor shareholders will own 60 percent of the combined entity, with current Katanga shareholders owning 40 percent.
Seller financial advisor: JPMorgan
Bidder financial advisor: CIBC World Markets
Seller legal advisor: Linklaters; and Stikeman Elliott
Bidder legal advisor: Appleby Spurling Bailhache; Cassels Brock & Blackwell; and Norton Rose

Dell to buy EqualLogic from Charles River Ventures, Focus Ventures LP, Sigma Partners, and TD Capital Technology Ventures for $1.4 billion

Round Rock, Texas-based Dell, the maker of computer hardware and software, agreed to pay the four venture capital firms $1.4 billion in cash for Nashua, N.H.-based EqualLogic, a developer and provider of data storage systems. The sellers are Charles River Ventures, Waltham, Mass.; Focus Ventures LP, Palo Alto, Calif.; Sigma Partners, Boston; and TD Capital Technology Ventures, Toronto. Dell would continue the product lines of EqualLogic after the deal closes, expected to be in the late fourth quarter of its fiscal year or the first quarter of its fiscal 2009. Dell plans to expand its channel-partner programs and to incorporate EqualLogic technology into future generations of its Dell PowerVault storage line. The acquisition will be dilutive to earnings per share, excluding the amortization of intangibles, by 2 cents to 5 cents in aggregate for fiscal 2009 and fiscal 2010, according to Dell. EqualLogic reported first-half revenue of $53.2 million and a loss of $1.5 million.
Seller financial advisor: Goldman Sachs
Bidder financial advisor: Internal
Seller legal advisor: WilmerHale (Wilmer Cutler Pickering Hale and Dorr)
Bidder legal advisor: Vinson & Elkins

Grammercy Capital Corp. to buy American Financial Realty Trust for $1.09 billion

American Financial Realty, based in Jenkintown, Pa., definitively agreed to be acquired by New York City-based Grammercy. The buyer is a commercial real estate specialty finance company that focuses on direct origination and acquisition of whole loans, subordinate interests in whole loans, mezzanine loans, preferred equity, other real estate securities, and net lease investments involving commercial properties throughout the U.S. American Realty is a self-administered, self-managed real estate investment trust that acquires properties from, and leases properties to, regulated financial institutions. Both boards approved the merger, with each share of American Financial being exchanged for $5.50 plus 0.12096 of a share of Grammercy, for a per-share value of $8.39, a 30-percent premium. The transaction is expected to close toward the end of the first quarter of 2008.
Seller financial advisor: Banc of America Securities; Deutsche Bank; and Greenhill & Co
Bidder financial advisor: Citigroup; Goldman Sachs; and Morgan Stanley
Seller legal advisor: Morgan Lewis & Bockius; Wachtell Lipton Rosen & Katz; and Davis Polk & Wardwell (Advising Greenhill & Co)
Bidder legal advisor: Clifford Chance; and Fried Frank Harris Shriver & Jacobson

Getinge AB to buy the cardiac surgery and vascular surgery businesses of Boston Scientific Corp. for $750 million

Getinge AB, of Getinge, Sweden, a health and pharmaceutical industries equipment and systems provider, will buy the two divisions of Natick, Mass.-based Boston Scientific, the medical equipment manufacturer and distributor. Under terms of the $750 million agreement, the acquisitions will be debt free, and the dea will be structured so Getinge receives favorable tax treatment, with the goodwill arising form the acquisition being fully tax deductible. The deal is expected to contribute to earnings per share in 2008. The acquisition will be financed through debt, of which 20 percent will be refinanced through a new issue in Getinge AB shares next spring. The two businesses generated a combined 2006 revenue of about $273 million, and EBIT of around $72 million. The cardiac division has about 450 employees and the vascular division around 250. It is expected to close by year-end.
Seller financial advisor: Not Available
Bidder financial advisor: UBS
Seller legal advisor: Bingham McCutchen
Bidder legal advisor: Alston & Bird

Schlumberger Ltd. to buy 64.9 percent of Eastern Echo Holding Plc for $645 million

Houston-based Schlumberger, the oilfield services company, offered to acquire the remaining stake of Nicosia, Cyprus-based oil services company that it doesn’t currently own. The transaction will be through a public offer, giving Eastern Echo holders a minimum of $2.22 and maximum of $2.42 in cash per Eastern Echo share, a premium of 50.9 percent, with final price depending on the acceptance level achieved. The offer values all share of Eastern Echo at $442.7 million, or $644 million including Eastern Echo debt. In total, Schlumberger now controls about 39 percent of the Eastern Echo, which corresponds to approximately 35.1 percent on a fully diluted basis. The transaction is conditional on minimum acceptance of 67 percent.
Seller financial advisor: ABG Sundal Collier
Bidder financial advisor: Not Available
Seller legal advisor: Not Available
Bidder legal advisor: Not Available

Nasdaq Stock Market Inc. to buy Philadelphia Stock Exchange for $595 million

New York City-based Nasdaq agreed to pay $652 million in cash to the Philadelphia exchange, or $595 taking into account its own cash position of $56 million. The transaction, which has been approved by the boards of each company, is expected to be accretive to 2009 earnings. After closing, Philadelphia Stock Exchange CEO Meyer Fruher will remain in his position. Nasdaq has currently no plans of changing the exchange’s existing market structure. The transaction is expected to close in the first quarter of 2008.
Seller financial advisor: Greenhill & Co
Bidder financial advisor: Banc of America Securities
Seller legal advisor: Willkie Farr & Gallagher
Bidder legal advisor: Arnold & Porter

NuStar Energy LP to buy the U.S. asphalt refinery operations and assets of CITGO Asphalt Refining Co. for $450 million

San Antonio-based NuStar, a terminal and petroleum liquids pipeline operator, agreed to acquire CITGO Asphalt’s asphalt operations, with refineries based in Paulsboro, N.J., and Savannah, and three terminals, for $450 million. Houston-based CITGO Petroleum is engaged in refining and marketing of petroleum products. The acquisition is in line with NuStar’s strategy of growth and expansion in the East Coast asphalt market, and the transaction should be immediately accretive to NuStar’s cash flow and earnings. The sale is in line with CITGO Petroleum’s strategy of divesting asphalt assets. Closing is expected by year-end.
Seller financial advisor: UBS
Bidder financial advisor: Not Available
Seller legal advisor: Curtis, Mallet-Prevost, Colt & Mosle LLP
Bidder legal advisor: Cox Smith Matthews Inc.

FNB Corp. to buy Omega Financial Corp. for $393 million

Hermitage, Pa.-based financial services company FNB will issue 2.02 shares for each share of State College, Pa.-based Omega Financial, with the offered amount of $31.14 representing a premium of 8 percent. The $393.38 million transaction is expected to create a company with $8 billion in assets and around 210 full service branches. The acquisition is part of FNB’s expansion strategy in central Pennsylvania, and should produce around 30 percent in cost savings. The transaction is expected to be accretive to FNB’s cash earnings per share in the first full year of operation after closing and immediately accretive to tangible common equity. After getting approval of Omega and FNB shareholders, the deal is expected to close in next year’s second quarter.
Seller financial advisor: Keefe Bruyette & Woods
Bidder financial advisor: UBS
Seller legal advisor: Blank Rome
Bidder legal advisor: Duane Morris

source: mergermarket

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