M&A

Deals: A Topsy-Turvy World

In our M&A Roundup for the week ended March 16, tender offer for the maker of "Grand Theft Auto" and purchase of a social networking firm rank near...
Roy HarrisMarch 17, 2008

Welcome to the world of new-media mergers — and an old world of dealmaking turned upside down.

Two of the top 10 North American deals proposed last week involved video games and social networking, while one-time banking giant Bear Stearns was snapped up by JP Morgan Chase for $236 million, or $2 a share.

The tender offer by Electronic Arts Inc. for “Grand Theft Auto” video-game maker Take-Two Interactive Software Inc. finally made the weekly list of deals. When the possibility of a combination first was raised, it didn’t qualify for listing because it was just an unsolicited offer. Last week, valued at $1.98 billion, it was the top deal in a lackluster period, according to data provided to CFO.com by mergermarket.

In the period ended Saturday, 37 deals were struck, with a total value of $9.78 billion, compared with the 35 transactions worth $3.90 billion in the prior week. For the year to date, the 702 deals valued at $93.84 billion remained far below last year’s pace. Then, M&A totaled $352.86 billion, in the form of 1,105 deals.

Electronic Arts Inc. to buy Take Two Interactive Software Inc. for $1.98 billion

Redwood City, Calif.-based EA, which had had its unsolicited proposal for Take-Two rejected, began an all-cash tender offer for New York-based Take-Two at $26 a share, a 49.8-percent premium. Take-Two is a global publisher, developer, and distributor of interactive entertainment software, hardware, and accessories, which has as its biggest product the blockbuster video game “Grand Theft Auto.” EA develops, markets, publishes, and distributes interactive software games playable by consumers on a range of devices.
Seller financial advisor: Bear, Stearns & Co; and Lehman Brothers
Bidder financial advisor: Morgan Stanley
Seller legal advisor: Proskauer Rose
Bidder legal advisor: Simpson Thacher & Bartlett

Alternative Asset Management Acquisition Corp. to buy Halcyon Asset Management LLC for $974 million

Alternative Asset Management is a New York City-based special-purpose acquisition company — also called a SPAC, or blank-check company — and the target in this agreement for a reverse takeover is Halcyon, a New York City-based asset management company. Completion is expected by the third quarter.
Seller financial advisor: Goldman Sachs
Bidder financial advisor: Citigroup; and Jefferies & Company Inc
Seller legal advisor: Wachtell Lipton Rosen & Katz
Bidder legal advisor: Akin Gump Strauss Hauer Feld

AOL to buy Bebo Inc. for $850 million

America Online Inc., a Dulles, Va.-based provider of internet technologies and e-commerce services, is a subsidiary of New York City-based Time Warner Inc. the media and entertainment group. It is paying cash for San Francisco-based Bebo, which is engaged in providing a global social media network portal.
Seller financial advisor: Allen & Co
Bidder financial advisor: Banc of America Securities; and Deutsche Bank
Seller legal advisor: Weil Gotshal & Manges; and Reed Smith
Bidder legal advisor: Simpson Thacher & Bartlett; Herbert Smith; and Allens Arthur Robinson

General Reinsurance Corp. to buy Railsplitter Holdings Corp. from White Mountains Insurance Group Ltd. for $836 million

General Re, part of Omaha-based Berkshire Hathaway Inc., the investment holding company, agreed to acquire Railsplitter and its Commercial Casualty Insurance Co. and International American Group Inc., all of Los Angeles. Seller White Mountains Insurance is based in Hanover, N.H.
Seller financial advisor: Internal
Bidder financial advisor: Internal
Seller legal advisor: Cravath Swaine & Moore
Bidder legal advisor: Munger Tolles & Olson

CRH plc to buy Pavestone Group LP for $540 million

Dublin, Ireland-based construction group CRH agreed to pay cash for Dallas-based Pavestone, which makes and supplies building and construction products such as paving stones, segmental retaining walls, architectural paving slabs, and precast architectural site furnishings.
Seller financial advisor: JPMorgan
Bidder financial advisor: Not available
Seller legal advisor: Winston & Strawn
Bidder legal advisor: Not available

2JS Productions B.V. to buy 2waytraffic NV from Atharva Investments and Grupo Contenidos for $341 million

Amsterdam-based media company 2JS Productions, a subsidiary of Sony Pictures Entertainment Inc., of Culver City, Calif., acquired the Hilversum, Netherlands-based 2waytraffic, a developmer of entertainment content for television, mobile, and digital platforms. It will initially pay $231 million for 46 percent of 2waytraffic, or about 60.08 million shares, at $2.18 a share, with the remaining 54 percent being purchased through offers of $1.61 a share and $1.21 a share. The shares involved in the $1.61 offer are founder shares, owned by Atharva Investments, a company managed by Henk Keilman. The shares for which the $1.21 offer applies are founder shares owned by Grupo Conentidos, a company belongs to Kees Abrahams, Taco Ketelaar, and Unico Glorie. The $2.18 price represents a 55.4-percent premium.
Seller financial advisor: Investec; and Oakley Capital
Bidder financial advisor: Jefferies Group
Seller legal advisor: DLA Piper
Bidder legal advisor: Freshfields Bruckhaus Deringer

Castle Harlan Inc. to buy Anchor Drilling Fluids USA Inc. from American Capital Strategies Ltd .for $250 million

The management of Tulsa-based drilling fluid company Anchor Drilling, along with Castle Harlan, a New York City-based private equity firm, agreed to acquire the company in a management buyout transaction from American Capital, a Bethesda, Md.-based private equity firm. The transaction is expected to close in a few weeks.
Seller financial advisor: Not available
Bidder financial advisor: Internal
Seller legal advisor: Patton Boggs
Bidder legal advisor: Schulte Roth & Zabel

Mindray Medical International Ltd. to buy the patient monitoring business of Datascope Corp. for $240 million

Shenzhen, China-based Mindray Medical, a developer, manufacturer, and marketer of medical devices, agreed to acquire the patient monitoring business of diversified medical-devices company Datascope, based in Montvale, N.J., for $202 million in cash and about $38 million in receivables generated by the patient monitoring business. The transaction is expected to close during the second quarter.
Seller financial advisor: Lehman Brothers
Bidder financial advisor: UBS
Seller legal advisor: Dechert
Bidder legal advisor: O’Melveny & Myers

JPMorgan Chase & Co. to buy Bear Stearns Companies Inc. for $236 million

New York-based investment bank JPMorgan Chase agreed to acquire New York-based investment bank Bear Stearns for equity. Terms call for a share swap of 0.05473-share of JPMorgan for each Bear Stearns share, equal to about $2, or a 93.3 percent discount. The transaction is expected to close by the end of second quarter.
Seller financial advisor: Lazard
Bidder financial advisor: JPMorgan
Seller legal advisor: Sullivan & Cromwell; Skadden, Arps, Slate, Meagher & Flom; Cadwalader Wickersham & Taft; and Cravath Swaine & Moore
Bidder legal advisor: Wachtell Lipton Rosen & Katz

L-3 Communications Holdings Inc. to buy the Electro-Optical Systems business of Northrop Grumman Corp. for $175 million

New York City-based L-3, a supplier of communication systems and specialized products, agreed to pay cash for the Electro-Optical Systems business of Los Angeles-based Northrop Grumman, an aerospace and defense company. The transaction is expected to close in the second quarter.
Seller financial advisor: Internal
Bidder financial advisor: Not available
Seller legal advisor: Sheppard Mullin Richter & Hampton; and Fried Frank Harris Schriver & Jacobson
Bidder legal advisor: Simpson Thacher & Bartlett

source: mergermarket