Deals: B of A Rescues M&A, Too

In our M&A Roundup for the week ended Jan. 12, the bank giant's purchase of Countrywide is a rare "bright spot" in a lackluster week.
Roy HarrisJanuary 14, 2008

Bank of America Corp.’s $4.14-billion rescue/purchase of Countrywide Financial Corp. kept the week ended Saturday from being a merger-and-acquisition washout.

The deal for Countrywide, the Calabasas, Calif.-based mortgage lender devastated in the subprime lending crisis, was followed by a $1.32-billion defense industry purchase by Alliant Techsystems Inc. and a $1.06-billion addition to the Microsoft Corp. stable as the only two billion-dollar transactions among the top 10 in North America, according to data provided to CFO.com by mergermarket.

Combined with an even smaller total value of deals in the prior week, last week’s 43 transactions, totaling $7.3 billion, brought the value of the 92 proposals year-to-date to $10.08 billion, sharply off from 2007’s over those two weeks. In the early going during that record first half, 186 deals were struck worth $23.80 billion.

Bank of America Corp. to buy Countrywide Financial Corp. for $4.14 billion

Countrywide signed a definitive agreement in which Charlotte-based B of A will exchange 0.1822 shares of its stock for each Countrywide share, for a value of $7.16 a share that is a discount of 7.6 percent. Countrywide is engaged in mortgage lending and other real estate finance-related businesses, including mortgage banking, banking and mortgage warehouse lending, dealing in securities and insurance underwriting. B of A provides a range of banking and non-banking financial services and products through three business segments: Global Consumer and Small Business Banking, Global Corporate and Investment Banking, and Global Wealth and Investment Management. B of A expects $670 million in after-tax cost savings from the transaction, or 11 percent of the expense base of the two companies’ mortgage operations. About one third of the savings would come in 2009, and two thirds in 2010, with savings being fully realized in 2011. The transaction is expected to close in the third quarter.
Seller financial advisor: Sandler O’Neill & Partners; and Goldman Sachs
Bidder financial advisor: Banc of America Securities
Seller legal advisor: Wachtell Lipton Rosen & Katz; Fried Frank (representing Goldman Sachs)
Bidder legal advisor: Cleary, Gottlieb, Steen Hamilton; and K&L Gates

Alliant Techsystems Inc. to buy the Information Systems and Geospatial Information Services units of MacDonald, Dettwiler & Associates Ltd. for $1.32 billion

Alliant, an Edina, Minn.-based provider of advanced weapon and space systems, agreed to acquire the information units of Canada’s Richmond, B.C.-based MacDonald Dettwiler, which supplies products and services for aerial platforms. The Information Systems and Geospatial Information Services units provide integrated information solutions and Earth observation data. The transaction is expected to be neutral to earnings per share in fiscal year 2009, but will enhance its existing and potential content in space exploration while adding satellite ground station and geospatial imagery content. Closing is expected early in the first quarter of 2009.
Seller financial advisor: Banc of America Securities; and BMO Nesbitt Burns
Bidder financial advisor: Not available
Seller legal advisor: Farris, Vaughan, Wills & Murphy
Bidder legal advisor: Stikeman Elliott

Microsoft Corp. to buy FAST Search & Transfer ASA for $1.06 billion

The Redmond, Wash.-based software behemoth agreed to pay $3.55 for each share of FAST Search & Transfer, an Oslo-based provider of enterprise search products, a premium of 42.3 percent. ASA, the listed Oslo based provider of enterprise search solutions.
Seller financial advisor: JP Morgan; and Merrill Lynch
Bidder financial advisor: Goldman Sachs
Seller legal advisor: Raedar
Bidder legal advisor: Linklaters; Sullivan & Cromwell (Advising Goldman Sachs); and Thommessen

NuVista Energy Ltd. to buy Rider Resources Ltd. for $574 million

Calgary, Alberta-based NuVista, an oil and natural gas exploration company, agreed to pay $5.11 a share for Calgary-based Rider, an explorer and developer of oil and gas fields, a premium of 25 percent. The transaction is expected to be tax-deferred for Rider shareholders. The transaction is in line with NuVista’s strategy of adding three new core areas in liquid-rich natural gas prone regions of Alberta. In connection with the deal, the Ontario Teachers’ Pension Plan agreed to subscribe for 6 million units of NuVista to be issued on a private placement basis. Each unit will be comprised of one common share in the capital of NuVista and one-half of one common share purchase warrant of NuVista. Prior to the investment, the pension plan owns about 9.8 percent of NuVista common, and when the deal is closed, expected in March, it will own about 14 percent (17 percent assuming the exercise of the common share warrants).
Seller financial advisor: FirstEnergy Capital; Scotia Waterous Inc.
Bidder financial advisor: Peters & Co
Seller legal advisor: undisclosed
Bidder legal advisor: Undisclosed

Technitrol Inc. to buy Sonion A/S from Erhvervsinvest Nord A/S, Intermediate Capital Group (ICG), Nordic Capital, and Polaris Private Equity A/S for $566 million

Trevose, Penn.-based Technitrol, a producer of electronic components, electrical contacts, and other precision engineered parts, agreed to pay $566 million in cash to the consortium of private equity companies for Sonion, the Roskilde, Denmark-based developer, manufacturer, and supplier of advanced electroacoustical and electromechanical miniature components. The acquisition will be financed through cash and a new credit facility. Technitrol entered into an agreement with JPMorgan Chase Bank, N.A. and J.P. Morgan Securities Inc. to arrange and syndicate a $200 million senior term loan facility and a $300 million senior revolving credit facility in order to finance the Sonion acquisition and for other corporate purposes. Technitrol expects that Sonion will be accretive to earnings in the subsequent year by approximately 25 cents per share. The transaction is expected to be completed before the end of February 2008.
Seller financial advisor: Credit Suisse
Bidder financial advisor: Morgan Stanley
Seller legal advisor: Gorrissen Federspiel Kierkegaard
Bidder legal advisor: Jonas Bruun

News Corp. to buy a 14.6-percent stake in Premiere AG from Unity Media GmbH for $422 million

New York City-based media and entertainment company News Corp. agreed to pay $25.71 a share for the stake in Premiere, an Unterfoehring, Germany-based pay television broadcaster. Seller Unity Media is a Cologne, Germany based cable operator. The price represents a premium of 37.4 percent, and values all of Premiere at $2.89 billion. The transaction is in line with News Corp.’s strategy of expanding its presence in Germany and strengthening its market share in the pay-TV market.
Seller financial advisor: Credit Suisse
Bidder financial advisor: Lehman Brothers
Seller legal advisor: Freshfields Bruckhaus Deringer
Bidder legal advisor: Hogan & Hartson

Joy Global Inc. to buy Continental Global Inc. from NES Investment Company for $270 million

Milwaukee, Wis.-based Joy, a manufacturer of underground and surface mining equipment and provider of aftermarket services, agreed to buy Continental, a Winfield, Ala.-based supplier of conveyor systems for bulk material handling in mining and other industrial applications. Seller NES is the U.S.-based holding company subsidiary of the NES Group. Under the terms of the agreement, the $270 million is to be funded through available liquidity sources pending completion of permanent financing. The acquisition is expected to be completed during the first quarter of 2008.
Seller financial advisor: Internal
Bidder financial advisor: Internal
Seller legal advisor: Squire, Sanders & Dempsey
Bidder legal advisor: Covington & Burling ;McCullough Robertson; Webber Wentzel Bowens; Allen & Overy; Howrey

Fidelity Exploration & Production Co. to buy the Rusk County natural gas properties of EnerVest Management Partners Ltd. for $235 million

Denver-based Fidelity, an oil and natural gas acquisition, exploration, and production company, is a subsidiary of MDU Resources Group Inc., a Bismarck, N.D.-based provider of value added natural resource products. EnerVest, owner of the Rusk County natural gas properties, is based in Calgary. The acquisition is expected to be accretive to MDU’s EPS in 2008. It will be financed through a combination of internal funds and other borrowings. This acquisition complements MDU’s existing operations and is in line with its strategy of having a balanced portfolio of assets. The transaction is expected to close by Jan. 31.
Seller financial advisor: Undisclosed
Bidder financial advisor: Richardson Barr & Co
Seller legal advisor: Undisclosed
Bidder legal advisor: Haynes & Boone

Petrohawk Energy Corp. to buy Fayetteville Shale Properties for $223 million

Houston-based Petrohawk is engaged in production, exploration of oil and gas. It is buying Fayetteville Shale Trend from a private investor in a deal expected to close by February 2008.
Seller financial advisor: Not available
Bidder financial advisor: Not available
Seller legal advisor: Not available
Bidder legal advisor: Not available

White Mountains Re Group Ltd. to buy Helicon Re Holdings Ltd. from The Edgewater Funds for $150 million

Bermuda-based White Mountains Re is a holding company of White Mountains Insurance Group Ltd., which offers property and casualty insurance and reinsurance services. It is acquiring Helicon, a Bermuda-based insurance holding company of Helicon Reinsurance Company Ltd., from Edgewater, the U.S.-based private equity firm.
Seller financial advisor: Internal
Bidder financial advisor: Internal
Seller legal advisor: Internal
Bidder legal advisor: Internal

source: mergermarket