Deals: The Feeling’s Mutual, and Beefy

In our M&A Roundup for the week ended April 27, Liberty's Safeco purchase and that Wendy's-Arby's combo help lift overall values.
Roy HarrisApril 28, 2008

For the third straight week, North American dealmaking benefitted from some sizable, high-profile M&A — this time a $6.12-billion acquisition by Liberty Mutual Group and the $2.69-billion blending of Wendy’s International Inc. with Arby’s owner Triarc Cos. Inc. The two deals helped elevate the total value of the 49 agreements struck to $15. 36 billion, marking a sharp week-to-week rise.

In the prior seven days, the Delta-Northwest airline combination led the way, and that followed a week topped by deals that involved Alcon Inc. and Millennium Pharmaceuticals.

Last week’s dealmaking lifted year-to-date totals to 1,171 transactions worth $199.31 billion, according to data provided to CFO.com by mergermarket That compares with 1,684 deals valued at $551.93 billion last year at this time, as the record first-half in M&A was at full-throttle. Then, of course, came the credit crunch.

But last week’s Top 10 North American transactions did extend to a range of industries, and included a healthy combination of global and all-U.S. deals, along with a dose of private equity.

Liberty Mutual Group to buy Safeco Corp. for $6,125 billion

Seattle-based Safeco definitively agreed to be acquired by the privately owned, Boston-based Liberty Mutual Group. Boards of both companies approved the merger at a price of $68.25 per share, a 50.9-percent premium. The transaction is expected to close by the end of the third quarter.
Seller financial advisor: Morgan Stanley
Bidder financial advisor: Lehman Brothers
Seller legal advisor: Skadden Arps Slate Meagher & Flom
Bidder legal advisor: Debevoise & Plimpton; Lane Powell

Triarc Cos. Inc. to buy Wendy’s International Inc. for $2.69 billion

Dublin, Ohio-based fast-food chain Wendy’s definitively agreed to be acquired by Triarc, based in Atlanta, through Triarc’s Arby’s Restaurant Group Inc. subsidiary. The deal pays Wendy’s holders 4.25 shares of Triarc for each Wendy’s share, a $26.78 value offering a 5.78-percent premium.
Seller financial advisor: JPMorgan; Greenhill & Co
Bidder financial advisor: Wachovia; Merrill Lynch
Seller legal advisor: Akin Gump Strauss Hauer & Feld; Winston Strawn; Baker Hostetler; Davis Polk & Wardwell
Bidder legal advisor: Paul, Weiss, Rifkind, Wharton & Garisson; Jones Day; Stikeman Elliot; Cadwalader, Wickersham, & Taft

Grey Wolf Inc. to buy Basic Energy Services Inc. for $1.57 billion

Midland, Tex.-based Basic Energy definitively agreed to merge with Houston-based Grey Wolf, with board boards approving. The combined company will be about 54-percent owned by current Grey Wolf holders and 46 percent owned by current Basic Energy holders. Basic Energy is a well servicing rig contractor, and Grey Wolf provides turnkey and contract oil and gas land drilling services. The price of $6.70 cash and 0.9195-share of new Grey Wolf for each Basic Energy share has a value of $27.95, a premium of 8.5 percent. The transaction is expected to close in the third quarter.
Seller financial advisor: Goldman Sachs; Tudor, Pickering, Holt & Co Securities
Bidder financial advisor: Simmons & Company International; UBS
Seller legal advisor: Andrews Kurth; Davis Polk & Wardwell; Latham & Watkins
Bidder legal advisor: Gardere Wynne Sewell; Porter & Hedges; Covington & Burling

Cosan SA Industria e Comercio to buy Esso Brasileira de Petroleo Limitada for $989 million

Sao Paulo, Brazil-based sugar and ethanol producer Cosan agreed to acquire Rio de Janeiro, Brazil-based Esso Brasileira in a deal that brings Cosan a distributor and producer of fuel, lubes, and specialties now owned by Irving, Tex.-ased ExxonMobil Corp. Under the terms of the agreement, Cosan is offering $826 million for the equity capital, and assuming $163 million of debt.
Seller financial advisor: JPMorgan
Bidder financial advisor: Morgan Stanley
Seller legal advisor: Not available
Bidder legal advisor: White & Case; Barbosa, Müssnich & Aragão

Corsair Capital LLC to buy an undisclosed interest in National City Corp. for $985 million

Corsair, a New York City-based private equity firm, agreed to take the economic interest in Cleveland-based National City, a financial holding company involved in commercial and retail banking, mortgage financing and servicing, consumer finance, and asset management. Current Corsair Capital vice chairman Richard E. Thornburgh is expected to serve as a director. This transaction is part of the $7 billion of equity National City is raising following its first quarter of 2008 results, with the remaning $6.015 billion being provided by other investors, including some of National City’s largest current institutional stockholders.
Seller financial advisor: Goldman Sachs
Bidder financial advisor: Greenwich Capital Markets
Seller legal advisor: Jones Day; Sullivan & Cromwell
Bidder legal advisor: Simpson Thacher & Bartlett

GlaxoSmithKline plc to buy Sirtris Pharmaceuticals for $635 million

Cambridge, Mass.-based Sirtris definitively agreed to be acquired by Middlesex, England-based GlaxoSmithKline in a tender offer. Both boards have approved the merger at a price of $22.50 a share, a premium of 76.5 percent. Sirtris is a biopharmaceutical company focused on discovering and developing proprietary, orally available, small molecule drugs with the potential to treat diseases associated with ageing. GlaxoSmithKline is a global healthcare group engaged in the creation, discovery, development, manufacture, and marketing of pharmaceutical and consumer health-related products. The transaction is expected to close in the second quarter.
Seller financial advisor: JPMorgan
Bidder financial advisor: Internal
Seller legal advisor: Ropes & Gray
Bidder legal advisor: Cleary Gottlieb Steen & Hamilton

Nevada Power Co. to buy the Bighorn Generating Station of Reliant Energy Inc. for $500 million

Las Vegas-based Nevada Power, an electric utility and subsidiary of Reno-based Sierra Pacific Resources agreed to acquire the Primm, Nev.-based Bighorn station of Houston-based Reliant, an electricity and energy services provider, in a deal expected to close by the second half.
Seller financial advisor: JPMorgan
Bidder financial advisor: Goldman Sachs
Seller legal advisor: Vinson & Elkins
Bidder legal advisor: Skadden, Arps, Slate, Meagher & Flom

EADS North America to buy PlantCML from Golden Gate Capital for $350 million

The Arlington, Va.-based computer and network security and services subsidiary of the European Aeronautic Defence and Space Co. is the buyer of PlantCML, a Temecula, Calif.-based developer of emergency reponse products. Seller golden Gate Capital, based in San Francisco, is a private equity firm. EADS is based in Schiphol-Rijk, the Netherlands.
Seller financial advisor: Merrill Lynch
Bidder financial advisor: Not available
Seller legal advisor: Kirkland & Ellis
Bidder legal advisor: Hogan & Hartson

Apple Inc. to buy PA Semi Inc. for $278 million

Cupertino, Calif.-based Apple, the maker and marketer of computer products and components, agreed to acquire PA Semi Inc., of Santa Clara, Calif., a microprossesor designer.
Seller financial advisor: Not Disclosed
Bidder financial advisor: Not available
Seller legal advisor: Not Disclosed
Bidder legal advisor: Not available

Sony Corp. of America to buy Gracenote Inc. from Bessemer Venture Partners and Sequoia Capital for $260 million

New York City-based Sony-America makes audio, video, communications, and information technology products. The subsidiary of Tokyo-based Sony Corp. agreed to acquire Emeryville, Calif.-based Gracenote, a digital media company that provides a music search engine, from Philips and Fraunhofer and Sequoia Capital of Menlo Park, Calif., a venture capital firm, and Bessemer Venture, a Wellesley Hills, Mass.-based venture capital firm. The price includes earnouts, and the deal is expected to close in May.
Seller financial advisor: Not available
Bidder financial advisor: Not available
Seller legal advisor: Latham & Watkins
Bidder legal advisor: Cleary Gottlieb Steen & Hamilton

source: mergermarket