M&A

Deals: Waiting for Yahoo

In our M&A Roundup for the week ended Feb. 3, the number of agreements is up, but overall activity remains quiet as the market awaits news of Micro...
Roy HarrisFebruary 5, 2008

Dealmaking activity doubled to $7.04 billion — albeit from the prior week’s nearly comatose level — while most of the merger-and-acquisition buzz surrounded Microsoft Corp.’s $44.6-billion hostile bid for Yahoo Inc. Deals aren’t included in the weekly totals until an agreement is signed at some level.

There were 49 deals proposed as of Saturday, up from 33 in the prior week. In that earlier period, the total value of North American transactions was $3.4 billion, according to data provided to CFO.com by mergermarket.

Last week’s activity, through Saturday, Feb. 3, brought year-to-date totals to 282 deals worth $38.9 billion, far off the 2007 pace, when 495 deals, worth $151.49 billion, were struck as of Feb. 3.

Quintana Maritime to buy Excel Maritime Carriers for $2.12 billion

Quintana definitively agreed to be acquired by Excel Maritime Carriers Ltd., and directors of both companies approved the merger. Quintana, based in Glyfada, Greece, provides dry bulk marine transportation services in Greece and internationally. Athens-based Excel owns and operates carriers of so-called dry bulk goods — including iron ore, coal, grains, bauxite, fertilizers, and steel products — and transports cargoes worldwide. Both companies trade on U.S. exchanges. The offer of $13 cash and 0.4084 of a share of Excel Class A common stock for each Quintana share represents a total per-share value of $26.48, a premium of 56.8 percent. The transaction is expected to close in the second quarter.
Seller financial advisor: Citigroup
Bidder financial advisor: Deutsche Bank
Seller legal advisor: Morgan Lewis & Bockius
Bidder legal advisor: White & Case; and Gr. J. Timagenis Law Office

Inverness Medical Innovations Inc. to buy Matria Healthcare Inc. for $1.12 billion

Marietta, Ga.-based Matria definitively agreed to be acquired by Waltham, Mass.-based Inverness for a combination of $6.50 in cash and $32.50 in convertible preferred stock. The $39-a-share offer represents a premium of 27 percent. Medical Innovations Inc, a company based in Waltham, MA. Both boards have approved the merger. Not counting assumed debt, the deal is valued at $835.2 million. he transaction is expected to close in the second quarter.
Seller financial advisor: SunTrust Robinson Humphrey Capital Markets
Bidder financial advisor: Covington Associates; and UBS
Seller legal advisor: Troutman Sanders
Bidder legal advisor: Goodwin Procter

GE Oil and Gas unit of General Electric Co. to buy the Pressure Control business of Hydril Co. LP for $1.11 billion

Florence, Italy-based GE Oil and Gas’s purchase is of the Pressure Control business of Houston-based Hydril, an engineering, manufacturing, and marketing concern that is a subsidiary of Tenaris SA of Buenos Aires, which makes steel tubes. Hydril was acquired by Tenaris in May 2007, and sale of the Pressure Control division is part of the earlier transaction. Completion is anticipated in June 2008.
Seller financial advisor: Morgan Stanley
Bidder financial advisor: Internal
Seller legal advisor: Mitrani Caballero Ojam; Sullivan & Cromwell
Bidder legal advisor: Weil Gotshal & Manges

Tata Chemicals Ltd. to buy General Chemical Industrial Products Inc. from Harbinger Capital Partners for $1 billion

Mumbai-based Tata Chemicals, a maker of inorganic chemicals, fertilizer, and food additives, agreed to acquire East Hanover, N.J.-based General Chemical, a maker of natural soda ash. The seller, Harbinger Capital, of South Birmingham, Ala., is a private equity firm.
Seller financial advisor: Not Available
Bidder financial advisor: Lazard; and Standard Chartered
Seller legal advisor: Paul Weiss Rifkind Wharton & Garrison; and Akin Gump Strauss Hauer & Feld
Bidder legal advisor: Hogan & Hartson

MCC Development Corp. to buy a 37 percent stake in Robertson’s Ready Mix Ltd. for $900 million

Henderson, Nev.-based MCC, an investment holding company for cement and concrete businesses, is 70 percent owned by Tokyo-based Mitsubishi Materials Corp., and 30 percent owned by manufacturing giant Mitsubishi Corp. The stake it agreed to buy in Robertson’s Ready Mix, based in Corona, Calif., adds to the current 33-percent stake, bring the total share it owns to 70 percent. The transaction is expected to close this year.
Seller financial advisor: Not Disclosed
Bidder financial advisor: Not Disclosed
Seller legal advisor: Not Disclosed
Bidder legal advisor: Not Disclosed

La Caixa to buy Morgan Stanley Wealth Management SV from Morgan Stanley for $887 million

Barcelona-based credit and savings bank La Caixa agreed to acquire Madrid-based Morgan Stanley Wealth Management SV, a provider of wealth management advice, from New York City-based investment bank Morgan Stanley.
Seller financial advisor: Morgan Stanley
Bidder financial advisor: KPMG Corp Fin
Seller legal advisor: Linklaters; and Uria Menendez
Bidder legal advisor: Freshfields Bruckhaus Deringer

Merchant Equity Partners, Colony Capital, and GS Capital Partners to buy BUT International from Kesa Electricals Plc for $817 million

London-based Kesa Electrical plc is selling Paris-based BUT International, a furniture and electrical appliance retailer, to the three private equity firms: London-based Merchant, Los Angeles-based Colony, and New York City-based GS. BUT International is being acquired one on a cash-free and debt-free basis.
Seller financial advisor: Lazard
Bidder financial advisor: Callisto Partners; and Goldman Sachs
Seller legal advisor: Bredin Prat; and Slaughter and May
Bidder legal advisor: Willkie Farr & Gallagher

Aurora Capital Group to buy NuCo2 Inc. for $476 million

Stuart, Fla.-based NuCO2 is a supplier of bulk CO2 systems and bulk CO2 for carbonating fountain beverages for customers in the food, beverage, lodging, and recreational industries. A definitive agreement was reached with an affiliate of Los Angeles-based private equity company Aurora. The $30 per share price offers a premium of 24.6 percent. The transaction is expected to close in the second quarter.
Seller financial advisor: Houlihan Lokey; and UBS
Bidder financial advisor: Internal
Seller legal advisor: Olshan Grundman Frome Rosenzweig & Wolosky; and O’Melveny & Myers
Bidder legal advisor: Gibson Dunn & Crutcher

Pioneer Drilling Co. to buy Wedge Fishing and Rental Services LLC, Wedge Well Services LLC, and Wedge Wireline Services Inc. from Wedge Group Inc. for $303 million

San Antonio-based Pioneer provides contract land drilling services to oil and gas exploration and production companies. It agreed to acquire the three operations of Houston-based investment firm Wedge. The deal will be funded by a combination of existing cash and a five-year senior secured revolving credit activity provided by Wells Fargo bank N.A. and Fortis Merchant Banking. The transaction is expected to close early in 2008.
Seller financial advisor: Paragon Advising
Bidder financial advisor: Simmons and Company International
Seller legal advisor: Baker Botts
Bidder legal advisor: Fulbright and Jaworski

Global BPO Services Corp. to buy Stream Holdings Corp. from H.I.G. Capital LLC for $226 million

Boston-based Global BPO is a special purpose acquisition company, or SPAC, and its target, Richardson, Tex.-based Stream, is a company that outsources customer relationship management and other business processes. The seller, H.I.G. Capital, is a Miami-based private equity firm. The agreement calls for Global to assume existing debt and capital leases of approximately $72.2 million, pay $139.3 million in cash, and issue 1.8 million units, consisting of a share of Global common and a warrant to purchase a Global share at a strike price of $6 per share. Completion is expected by mid-year.
Seller financial advisor: Harris Williams & Co
Bidder financial advisor: Bear, Stearns & Co
Seller legal advisor: Internal
Bidder legal advisor: WilmerHale (Wilmer Cutler Pickering Hale and Dorr)