Deals: Off the Record? An Intriguing Week

In our M&A Roundup for the week ended Feb. 10, activity is light, with only two billion-dollar deals. But interest in Yahoo and Alcoa's purchase of...
Roy HarrisFebruary 11, 2008

If you believe the official numbers, last week’s dealmaking was quiet, indeed. Only 59 transactions involving North American companies, worth $3.77 billion, were racked up, in fact.

But the merger buzz continued hot and heavy, with Yahoo’s future still up in the air in the face of Microsoft’s hostile $44-billion offer, and Alcoa and its Chinese aluminum affiliate, Aluminum Corp. of China, buying a $14-billion stake in mining giant Rio Tinto. Because it was a purchase of 9 percent of Rio Tinto shares made in the market, that latter deal didn’t appear among the top 10 North American deals of the week, as tallied in data provided to CFO.com by mergermarket.

Nonetheless, the purchase of the minority stake in Rio Tinto, which has been a voracious mining-sector acquirer, and was thought to have its own eyes on Alcoa itself, joined the Yahoo battle to become the talk of the dealmaking world.

Yahoo over the weekend finally rejected Microsoft’s Jan. 31 buyout bid, leaving it up to Microsoft to plan a next move.

The quiet week of “official” dealmaking brought year-to-date totals to 364 deals, worth $43.9 billion, just a shadow of the 609 deals, worth $180.91 billion, over the same period a year ago.

Kazakhmys plc to buy AES Ekibastuz LLP and Maikuben West LLP from AES Corp. for $1.48 billion

London-based copper mining, processing, smelting, and refining company Kazakhmys agreed to acquire two Kazakhstan operations — the Ekibastuz coal-fired power plant and Maikuben West coal mine — from Arlington, Va.-based power company AES. The seller is engaged in contract power generation, distribution, and supply. Terms call for the subsidiary Kazakhmys Power B V to pay $1.1 billion initially, and earnouts of $381million will be based on financial performance of the power plant and coal mine through 2010. Kazakhmys will fund the transaction through $2.1-billion, five-year debt facility provided by Deutsche Bank.
Seller financial advisor: ABILLION AMRO; and JPMorgan
Bidder financial advisor: Lehman Brothers
Seller legal advisor: Not available
Bidder legal advisor: Allen & Overy

Nucor Corp. to buy David J. Joseph Co. for $1.44 billion

Charlotte, N.C.-based steel producer Nucor, also a recycler of scrap steel, agreed to acquire Cincinnati-based Joseph, a chain of scrap metal processors and a trader in a transaction designed to provide Nucor with extensive brokerage operations, global sourcing, and stronger transport and distribution networking.
Seller financial advisor: Internal
Bidder financial advisor: Internal
Seller legal advisor: King & Spalding
Bidder legal advisor: Moore & Van Allen

GE Healthcare Life Sciences to buy Whatman plc for $706 million

General Electric Co.’s UK-based acquisition vehicle GE Healthcare Life Sciences Ltd. launched an offer to acquire Whatman plc, a Maidstone, UK-based supplier of filtration technology to the life sciences industry. The transaction is to be conducted through Section 425 of the Companies Act 1985, with Whatman holders receiving $2.70 in cash, a premium of 11.6 percent. The transaction will be funded from existing cash resources of the GE Group.
Seller financial advisor: Goldman Sachs
Bidder financial advisor: UBS
Seller legal advisor: Numis Securities Limited
Bidder legal advisor: Slaughter and May

TEPPCO Marine Services LLC to buy the marine transportation assets of Cenac Towing Inc. and Cenac Offshore LLC for $500 million

Houston-based TEPPCO, a marine transportation company and a subsidiary of petroleum pipeline owner and operator TEPPCO Partners L.P., acquired the marine transportation assets of Cenac Offshore and Cenac Towing, both of Houma, La. Under the terms of the agreement, $320 million is in cash, with $180 million being in 4.85 million newly issued TEPPCO limited partner units. The cash portion of the acquisition was funded from borrowings under TEPPCO’s existing $1-billion credit facility. The transaction is expected to be accretive to TEPPCO’s distributable cash flow and will TEPPCO with additional EBITDA of $50 million to $60 million.
Seller financial advisor: Kelton & Co
Bidder financial advisor: Internal
Seller legal advisor: Duval Funderburk Sundbery Lovell & Watkins
Bidder legal advisor: Baker Botts

MBF Healthcare Acquisition Corp. to buy Critical Homecare Solutions Holdings Inc. from Kohlberg & Company LLC for $420 million

Coral Gables, Fla.-based special purpose acquisition company MBF Healthcare agreed to pay cash and stock for Critical Homecare Solutions Holdings Inc., of Conshohocken, Pa. The target is a holding company for Critical Homecare Solutions Inc., a provider of infusion therapy and related healthcare services. MBF Healthcare will be renamed Critical Homecare Solutions Inc. Terms call for MBH to finance $180 million with its own cash; to pay $35 million through the issue of its equity to Critical Homecare’s shareholders; and to pay $180 million by taking debt from Jefferies Finance LLC. Completion is expected by the third quarter.
Seller financial advisor: UBS
Bidder financial advisor: Merrill Lynch; and Houlihan Lokey
Seller legal advisor: Paul Weiss Rifkind Wharton & Garrison
Bidder legal advisor: Akerman Senterfitt; and Bingham McCutchen

3i Group Plc to buy the Alpharma Active Pharmaceutical Ingredients business from Alpharma Inc. for $395 million

The Oslo, Norway-based pharmaceutical business of Alpharma, a pharmaceutical company based in Bridgewater, N.J., will be sold in a management buy-out transaction backed by London-based 3i, a private equity firm. Terms call for a final purchase price that can be adjusted to reflect the closing net cash balance and working capital of the business. The acquisition is expected to generate net proceeds, after taxes, fees, and expenses, of about $365 million. The management buyout is led by Carl-Aake Carlsson, the Alpharma business’s CEO. Alpharma’s divestment will provide funds to capitalize on future growth opportunities for the Pharmaceuticals and Animal Health businesses. The transaction is expected to be completed in the second quarter.
Seller financial advisor: Banc of America Securities
Bidder financial advisor: Merrill Lynch
Seller legal advisor: Cravath Swaine & Moore
Bidder legal advisor: Linklaters

Ecolab Inc. to buy Ecovation Inc. from Cayuga Venture Fund, Cordova Ventures LLC, Roser Ventures LLC, and Sterling Partners for $210 million

St. Paul, Minn.-based Ecolab, a developer of cleaning, sanitizing, pest elimination, maintenance, and repair products, has agreed to acquire Victor, NY-based Ecovation, which has water treatment and renewable energy businesses. The sellers are Boulder, Colo.-based Roser Ventures, Baltimore-based Sterling Partners, Alpharetta, Ga.-based Cordova Ventures, and Ithaca, N.Y.- based Cayuga, all venture capital firms. Ecolab plans to sell about $40 million of long-term lease receivables as a part of this transaction. The acquisition is expected to be dilutive by up to one cent on Ecolab’s EPS in 2008 and to be accretive thereafter.
Seller financial advisor: Internal
Bidder financial advisor: Internal
Seller legal advisor: Internal
Bidder legal advisor: Internal

Dorel Industries Inc. to buy Cannondale Bicycle Corp. from Pegasus Capital Advisors LP for $190 million

Dorel Industries Inc, the listed Westmount, QU based designer, marketer and distributor of branded name consumer products, has acquired Cannondale Bicycle Corporation, the Bethel, CT based designer, developer and manufacturer of high-end bicycles, from Pegasus Capital Advisors LP, the Cos Cob, CT based private equity firm, for cash consideration of $190m including earnouts. Dorel will fund the transaction through debt. The total consideration, which is in the range of $190m to $200m, will be paid on the basis of Cannondale’s financial results for the year ending June 30 2008. Post acquisition, Cannondale will operate as a subsidiary of Dorel under the name of Dorel Independent Bicycle Dealers (IBD) division, the Cannondale Sports Group. The transaction is expected to be accretive to the earnings of Dorel. The acquisition also includes Sugoi Performance Apparel, the Canada base Fitness apparel maker. Cannondale will be benefited by the resources and experience of Dorel.
Seller financial advisor: Deutsche Bank
Bidder financial advisor: Stifel Nicolaus & Co
Seller legal advisor: Morrison Cohen
Bidder legal advisor: Schiff Hardin

JP Morgan and American International Group to buy a 25 percent stake in Narayana Hrudayalaya for $101 million

New York City-based JP Morgan and American International Group acquired a 25 percent stake in Narayana Hrudayalaya Pvt Ltd., a hospital based in Bangalore, India. The financial services company and insurer will each pay $50.55 million, to be used by the hospital to expand its reach in different parts of India. The hospital plans to become a 20,000-bed facility in the next five years.
Seller financial advisor: Not available
Bidder financial advisor: Not available
Seller legal advisor: Not available
Bidder legal advisor: Not available

Apex Bioventures Acquisition Corp. to buy Dynogen Pharmaceuticals Inc. from A. M. Pappas & Associates, Abingworth Management Ltd., Atlas Venture, Healthcare Ventures LLC, Medica Venture Partners, Oxford Bioscience Partners, SV Life Sciences, and Wellcome Trust Ltd. for $98 million

Hillsborough, Calif-based special purpose acquisition company Apex, which aimed to acquire a company in the pharmaceutical and medical sector, agreed to acquire Waltham, Mass.-based pharmaceutical company Dynogen Pharmaceuticals in a “reverse takeover” transaction with a group of private equity firms or other entities. Dynogen specializes in developing gastrointestinal and genitourinary tract medicine products. The sellers are London-based Wellcome Trust, engaged in independent research funding charity; London-based SV Life Sciences; London-based Abingworth Management Ltd; Durham, N.C.-based Pappas Ventures; Waltham-based Atlas Venture; Cambridge, Mass.-based Healthcare Ventures; Boston-based Oxford Bioscience Partners; and Medica Venture, of Herzlia, Israel. Terms call for Apex to issue 13.5 million shares, representing 56 percent of the enlarged share capital of Apex. Apex also will make two additional milestone payments of $23 million each. Apex will be renamed as Dynogen Pharmaceuticals, and will continue to be listed. The transaction is expected to be completed in the second quarter.
Seller financial advisor: Aquilo Partners
Bidder financial advisor: Lazard; and RBC Capital Markets
Seller legal advisor: Graubard Miller; and McCarter & English
Bidder legal advisor: Mintz Levin Cohn Ferris Glovsky & Popeo

source: mergermarket