M&A

Deals: America on Sale, but Not to Worry

In our M&A Roundup for the week ended March 9, non-U.S. buyers account for half the top deals. But overall transaction levels remain weak, and priv...
Roy HarrisMarch 10, 2008

Norwegian, Brazilian, Greek, and British buyers accounted for half the top 10 North American deals struck last week. But in the relatively quiet merger-and-acquisition environment, the snapping up of properties hardly represented a massive continental sell-off. Indeed, only $3.9-billion worth of transactions were recorded in the weekend ended Saturday, sharply off even from the prior week’s lackluster $5.60 billion.

The largest deal was Oslo-based StatoilHydor ASA’s purchase of 50 percent of Anadarko Petroleum Corp.’s Brazilian Peregrino project, along with a 25 percent stake in the deepwater Gulf of Mexico Kaskida discovery, for a total of $1.8 billion.

Brazil — and specifically its Sao Paulo-based JBS SA beef-processing company — was involved as a buyer in the number-two and number-three deals: the $565 million purchase Smithfield Beef Group from Continental Grain Co. and Smithfield Foods Inc., and the $541 million deal to buy National Beef Packing LLC from U.S. Premium Beef Ltd.

Private equity buyers, after a comeback the prior week, resumed their near-hibernation in the M&A markets. Only three of the 35 deals registered last week were buyouts, accounting for a small slice of overall volume, according to data provided to CFO.com by mergermarket.

For the year to date, 602 transactions worth $81.79 billion have been struck, down from 1,021 deals with a value of $330.31 billion during the raging M&A market for the same period of 2007.

StatoilHydro ASA to buy 50 percent of the Brazilian Peregrino project, and 25 percent of the Kaskida discovery from Anadarko Petroleum Corp. for $1.80 billion

Oslo-based StatoilHydro agreed to pay Woodlands, Texas-based Anadarko, an oil and gas exploration and production company, for the remaining 50 percent in Brazilian Peregrino project and a 25 percent stake in Kaskida discovery in the deepwater U.S. Gulf of Mexico.
Seller financial advisor: Jefferies & Co. and UBS
Bidder financial advisor: Not disclosed
Seller legal advisor: Fulbright and Jaworski
Bidder legal advisor: Vinson & Elkins

JBS SA to buy Smithfield Beef Group from Continental Grain Co. and Smithfield Foods Inc. for $565 million

JBS, a Sao Paulo-based processor and retailer of beef, agreed to pay cash to acquire Smithfield Beef, a Green Bay, Wis.-based producer and marketer of beef, from Smithfield, Va.-based Smithfield Foods, a processor and retailer of fresh meats and Continental Grain, a New York City-based agricultural business investor. The deal is expected to close.
Seller financial advisor: Evercore Partners
Bidder financial advisor: JPMorgan
Seller legal advisor: Hunton & Williams, and Paul Weiss Rifkind Wharton & Garrison
Bidder legal advisor: Allen & Overy, and Skadden Arps Slate Meagher & Flom

JBS to buy National Beef Packing LLC from U.S. Premium Beef Ltd. for $541 million

JBS also agreed to pay $465 million in cash and $95 in stock for National Beef Packing, a Kansas City, Kans.-based based processor of meat. The seller is U.S Premium Beef, a marketing company engaged in beef businesses.
Seller financial advisor: Not available
Bidder financial advisor: JPMorgan
Seller legal advisor: Not available
Bidder legal advisor: Greenberg Traurig, and Skadden Arps Slate Meagher & Flom

Cardinal Health Inc. to buy Enturia Inc. for $490 million

Dublin, Ohio-based healthcare products and services provider Cardinal agreed to acquire Enturia, a Leawood, Kans.-based manufacturer of infection prevention products, in a deal that includes Enturia’s infection prevention products sold under the ChloraPrep brand name. The transaction is expected to close within 60 days.
Seller financial advisor: Not available
Bidder financial advisor: Not disclosed
Seller legal advisor: Polsinelli Shalton Flanigan Suelthaus
Bidder legal advisor: Not disclosed

Cerberus NCB Acquisition LP to buy 8 percent of Aozora Bank Limited for $416 million

Cerberus NCB, the Japanese investment arm of New York City-based private equity firm Cerberus Capital Management, launched a tender offer for a maximum 8-percent stake in Tokyo-based Aozora at $3.15 a share, representing a 15.2-percent premium.
Seller financial advisor: Morgan Stanley
Bidder financial advisor: Nikko Citigroup
Seller legal advisor: Davis Polk & Wardwell; and Mori Hamada & Matsumoto
Bidder legal advisor: Not available

Plains Exploration & Production Co. to buy oil and gas properties covering 34,509 net acres in South Texas for $335 million

Houston-based Plains Exploration and Production, engaged in acquiring, exploiting, developing, and producing oil and gas, agreed to acquire the Texas oil and gas producing properties from a private company that was not named. The transaction is expected to be completed in the second quarter of 2008.
Seller financial advisor: Not disclosed
Bidder financial advisor: Jefferies & Company; and Jefferies Randall & Dewey
Seller legal advisor: Not disclosed
Bidder legal advisor: Not disclosed

Vivartia SA to buy Nonni’s Food Co. from Wind Point Partners Inc. for $320 million

Athens-based Vivartia, which operates in dairy products, frozen foods, and the food-ingredients industries, is a portfolio company of Marfin Investment Group Holdings S.A, an Athens private equity investments firm. It agreed to acquire Tulsa-based Nonni’s, a manufacturer and supplier of biscotti cookies and other specialty baked good products, from Southfield, Mich.-based private equity concern Wind Point. The transaction is expected to close before April 1.
Seller financial advisor: Not available
Bidder financial advisor: Banc of America Securities
Seller legal advisor: Not available
Bidder legal advisor: Shearman & Sterling

Westcoast Energy Inc. to buy 54 percent of Spectra Energy Income Fund for $277 million

Alberta, Canada-based natural gas company Westcoast, a subsidiary of Houston-based Spectra Energy, a natural gas infrastructure company, agreed to acquire the 54 percent of Spectra it does not already own. The $11.38-a-share price represents a premium of 17 percent. It is expected to close in the second quarter.
Seller financial advisor: RBC Capital Markets
Bidder financial advisor: TD Securities
Seller legal advisor: Burnet Duckworth & Palmer; and McCarthy Tetrault
Bidder legal advisor: Not available

UGI Utilities to buy Penn Fuel Propane LLC and PPL Gas Utilities Corp. from PPL Corp. for $268 million

Hanover, Pa.-based UGI, natural gas and electric utility, agreed to pay PPL Corp. for Lancaster, Pa.-based PPL Gas Utilities, a natural gas company, and Penn Fuel Propane, in a deal expected to close at the end of 2008.
Seller financial advisor: Lehman Brothers
Bidder financial advisor: Internal
Seller legal advisor: Simpson Thacher & Bartlett
Bidder legal advisor: Morgan, Lewis & Bockius

Hyde Park Acquisition Corp. to buy Essex Crane Rental Corp. from Kirtland Capital Partners LP for $210 million

The Buffalo Grove, Ill.-based management of Essex Crane, a provider of high lift capacity crawler cranes, agreed to buy out the company, backed by New York City-based Hyde Park, which handles mergers, capital stock exchange, asset acquisition, or other business objectives, together with Chicago-based financial institution Macquarie Capital (USA) Inc. The seller is Kirtland Capital Partners LP, the Beachwood, Ohio-based privately funded investment group investing in manufacturing and distribution sectors.
Seller financial advisor: Houlihan Lokey
Bidder financial advisor: Macquarie Bank
Seller legal advisor: Jones Day
Bidder legal advisor: Katten Muchin Rosenman

source: mergermarket