Deals: The Blockbuster Is Back

In our M&A Roundup for the week ended May 18, four deals top $2.5 billion, with HP-EDS and the sale of defense contractor DRS topping the list.
Roy HarrisMay 19, 2008

The $13-billion Hewlett-Packard acquisition of EDS led a week’s worth of deal activity that offered a glint of the year-ago merger mania. Deals lining up behind it included the nearly $5-billion acquisition of defense contractor DRS Technologies by Rome-based Finemeccanica and a bit of European turnabout by Staples Inc., which is offering to acquire Amsterdam-based Corporate Express for nearly $4 billion.

Private equity even reentered the big-deal realm, with Carlyle Group paying $2.54 billion for a majority stake in the government advisory business of Booz Allen & Hamilton. In all, there were six private-equity related deals among last week’s 46, according to data provided to CFO.com by mergermarket. The private deals were valuied at $3.84 billion.

In all, dealmaking in the week totaled $26.42 billion, up from the healthy $15.47 billion of the prior week. The week’s transactions increased to 1,362 the number of deals done so far this year — deals worth $278.43 billion — compared to last year’s 2,000 deals worth $659.99 billion. The top 10 North American deals of the week follow.

Hewlett-Packard Co. to buy Electronic Data Systems Corp. for $13.04 billion

Plano, Texas-based Electronic Data Systems agreed definitively to be acquired by Palo Alto, Calif.-based Hewlett-Packard, with both boards approving the transaction. EDS provides information technology and business process outsourcing services worldwide, while H-P offers hardware and technologies, software, and services. The $25.00 price per share of EDS offers a premium of 3.61 percent. The transaction is expected to close in the second half.
Seller financial advisor: Citigroup; Evercore Partners
Bidder financial advisor: JPMorgan; Lehman Brothers
Seller legal advisor: Paul Weiss Rifkind Wharton & Garrison (Advising Evercore Partners); Weil Gotshal & Manges (Advising Citigroup); Willkie Farr & Gallagher
Bidder legal advisor: Cleary Gottlieb Steen & Hamilton; Freshfields Bruckhaus Deringer

Finmeccanica SpA to buy DRS Technologies Inc. for $4.96 billion

Parsippany, N.J.based DRS supplies integrated products, services, and support to military forces, government agencies, and prime contractors worldwide. Rome-based defense company Finmeccanica, offered $81 a share, a premium of 4.9 percent. The transaction is expected to close by the fourth quarter.
Seller financial advisor: Bear, Stearns & Co; Merrill Lynch
Bidder financial advisor: Goldman Sachs; Lehman Brothers; Mediobanca
Seller legal advisor: Latham & Watkins (Advising Merrill Lynch); Skadden Arps Slate Meagher & Flom
Bidder legal advisor: Arnold & Porter; Chiomenti Studio Legale; Legance Studio Legale Associato (Advising Goldman Sachs; Mediobanca); Linklaters (Advising Goldman Sachs; Mediobanca); Sullivan & Cromwell

Staples Inc. to buy Corporate Express NV for $3.96 billion

Framington, Mass.-based office-products company Staples launched an offer to shareholders of Amsterdam-based Corporate Express, also a supplier of office products. Corporate Express holders will receive $12.41 (EUR 8), representing a premium of 5.1 percent. Staples expects to make an offer for both the Corporate Express depositary receipt of preference shares A and the 2-percent subordinated convertible bonds due 2010 issued by Corporate Express.
Seller financial advisor: ABN AMRO; JPMorgan; Deutsche Bank
Bidder financial advisor: Lehman Brothers
Seller legal advisor: Allen & Overy
Bidder legal advisor: Clifford Chance

Carlyle Group LLC to buy a majority stake in the government advisory business of Booz Allen & Hamilton from Booz Allen & Hamilton for $2.54 billion

Washington, D.C.-based private equity firm Carlyle agreed to acquire the undisclosed majority of McLean, Va.-based Booz Allen, a provider of consulting services in strategy, operations, organization and change, and information technology. Under the terms of the agreement, Booz Allen aims to separate its government and global commercial businesses. The transaction is expected to close mid-year or by the end of the year.
Seller financial advisor: Credit Suisse Group
Bidder financial advisor: Not Available
Seller legal advisor: Latham & Watkins
Bidder legal advisor: Debevoise & Plimpton

CBS Corp. to buy CNET Networks Inc. for $1.80 billion

San Francisco-based global online interactive media company CNET Networks definitively agreed to be acquired by New York City-based media and advertising company CBS for $11.50 a share, a premium of 44.7 percent. The transaction is expected to close in the third quarter.
Seller financial advisor: Morgan Stanley, Allen & Company
Bidder financial advisor: Internal
Seller legal advisor: Dewey LeBoeuf
Bidder legal advisor: Weil, Gotshal & Manges

GSC Acquisition Co. to buy Complete Energy Holdings LLC for $1.30 billion

New York City-based acquisition company GSC agreed to acquire Houston-based Complete Energy Holdings, an independent power generating company for a price that includes net project-level debt of $627 million. GSC will issue $440 million of new equity to holders of Complete Energy and its subsidiaries, and assume the debt and pay transaction expenses of approximately $183 million. In addition, a GSC subsidiary will issue a $50-million mezzanine note. Complete Energy will own about 65 percent of the combined company when the deal is completed.
Seller financial advisor: JPMorgan
Bidder financial advisor: Citigroup; Duff & Phelps; UBS
Seller legal advisor: O’Melveny & Myers; Vinson & Elkins
Bidder legal advisor: Davis Polk & Wardwell

Trico Shipping AS to buy DeepOcean ASA from West Supply IV AS for $929 million

Fosnavag, Norway-based Trico, a subsidiary of Houston-based Trico Marine Services Inc., provides marine support services serving the oil and gas industry. It agreed to acquire Haugesund, Norway-based subsea contractor DeepOcean for a cash and stock equal to $6.33 per share, a 28-percent premium. Trico’s agreement involves acquiring a 51.5-percent stake, which then requires it to launch an offer for the remaining shares at the same price. According to the terms of the agreement, DeepOcean will issue 20 million new shares to Trico, representing 18.5 percent of the enlarged capital. The board of directors and shareholders of DeepOcean have approved the transaction.
Seller financial advisor: D Carnegie & Co.
Bidder financial advisor: Lazard
Seller legal advisor: Selmer
Bidder legal advisor: Bartlit Beck Herman Palenchar and Scott; Bugge, Arentz-Hansen and Rasmussen

Nucor Corp. to buy 50 percent of Duferdofin-Nucor for $659 million

Charlotte, N.C.-based steel producer and scrap recycler Nucor Corporation agreed to acquire the stake in Duferdofin-Nucor, an Italian joint venture formed for the production of beams in Italy, and for the distribution of beams in Europe and North Africa. The seller, Duferco, is a Lugano, Switzerland-based producer of steel, and a trader of raw materials related to the steel industry. Terms call for Duferco to contribute its Italian long-product production assets and associated distribution companies, while Nucor, in acquiring half the venture, will bring in its technical and commercial expertise. The valuation is around 6.3 times adjusted EBITDA of the new venture. The transaction is expected to completed by the third quarter.
Seller financial advisor: Not Available
Bidder financial advisor: Not Available
Seller legal advisor: Not Available
Bidder legal advisor: Not Available

Cablevision Systems Corp. to buy 97 percent of Newsday Inc. from Tribune Co. for $630 million

Bethpage, N.Y.-based cable company Cablevision agreed to acquire the stake in Melville, N.Y.-based Newsday from Chicago-based publishing company Tribune in a deal in which Tribune will receive $612 million cash and $18 million in prepaid rent for leases of facilities.
Seller financial advisor: Citigroup
Bidder financial advisor: Banc of America Securities; Merrill Lynch
Seller legal advisor: McDermott Will & Emery; Paul Hastings Janofsky & Walker; Sidley Austin
Bidder legal advisor: Hughes Hubbard & Reed; Sullivan & Cromwell

Cobham Plc to buy the radio frequency components and subsystems business of M/A COM from Tyco Electronics Ltd. for $425 million

Dorset, UK-based Cobham develops and delivers advanced aerospace and defense systems through its subsidiary, Cobham Defense Electronic Systems, based in Bolton, Mass. Cobham Defense makes microwave components such as air, ground, and shipboard antenna, integrated assemblies, and sub-systems for the U.S. Defense Department and other military and government customers. Lowell, Mass.-based M/A COM develops and manufactures radio frequency and microwave semiconductors, and is part of Tyco Electronics, based in Pembroke, Bermuda, a provider of engineered electronic components, network solutions, undersea telecommunication systems and, wireless systems. The price is in cash, and will be adjusted for goodwill, subject to an allowable tax expense with an estimated net present value of $45 million. That will result in an effective price of $380 million. The transaction is expected to be completed in the second half .
Seller financial advisor: Lehman Brothers
Bidder financial advisor: UBS
Seller legal advisor: Davis Polk & Wardwell
Bidder legal advisor: Jaeckle Fleischmann & Mugel

source: mergermarket