Deals: Intrastate Commerce

In our M&A Roundup for the week ended June 15, two California life-sciences companies connect, as do two Texas oil-and-gas firms, in a healthy week...
Roy HarrisJune 16, 2008

Last week’s dealmaking lacked the standout blockbuster of the prior period’s $28-billion Verizon-Alltel agreement. And Belgian brewer InBev’s $46-billion offer for Anheuser-Busch was too premature to include. But still, a healthy selection of real deals, in a range of industries, led to $19.27 billion of transactions — including seven deals registering more than $1 billion, and three of them topping $4 billion.

Two of the bigger mergers were intrastate deals, one in California and another in Texas. Leading the top 10 in North American M&A was Invitrogen Corp.’s $5.91-billion arrangement to buy fellow California life-sciences company Applied Biosystems Group. Ranking third was Fort Worth-based XTO Energy Inc.’s $4.19-billion purchase of Dallas-based Hunt Petroleum Corp., according to data provided to CFO.com by mergermarket.

In the prior week, when Verizon-Alltel led the dealmaking, transaction volume hit a record for the year of just over $40 billion, representing 60 deals. Last week there were 57 deals. For the year to date, M&A totalled $403.76 billion on 1,654 transactions, still far short of the 2,423 deals worth $856.46 billion in the 2007 period.

Invitrogen Corp. to buy Applied Biosystems Group for $5.91 billion

Foster City, Calif.-based life-sciences company Applied Biosystems agreed to be acquired by Invitrogen, a life-sciences company based in Carlsbad, Calif. Both boards approved the merger at a price of $38 a share, split between 45 percent cash and 55 percent stock. The price is as a 17.1-percent premium. Applied Biosystems develops and markets instrument-based systems, consumables, software, and services for the life scicnes, and also for the research community. It is a tracking stock of Applera Corp. Invitrogen’s work involves developing, manufacturing, and marketing materials for life-sciences research, drug discovery, diagnostics customers, and biological products manufacturers. The transaction is expected to close in the fall.
Seller financial advisor: Greenhill & Co; Morgan Stanley
Bidder financial advisor: Moelis & Company; UBS
Seller legal advisor: Covington & Burling; Skadden Arps Slate Meher & Flom
Bidder legal advisor: DLA Piper

Goldman Sachs to buy Landesentwicklungsgesellschaft Nordrhein-Westfalen from Federal State of Nordrhein-Westfalen (Northrhine-Westphalia) for $5.44 billion

The Whitehall Funds, the New York City based real estate investment fund sponsored and managed by New York City-based investment bank Goldman Sachs, agreed to acquire the Dusseldorf, Germany-based federal real estate company through an auction from the German federal state of Nordrhein-Westfalen.
Seller financial advisor: Metzler Corporate Finance
Bidder financial advisor: Goldman Sachs
Seller legal advisor: Willkie Farr & Gallher
Bidder legal advisor: Hengeler Mueller

XTO Energy Inc. to buy Hunt Petroleum Corp. for $4.19 billion

Fort Worth-based natural gas producer XTO agreed to acquire Dallas-based oil and gas explorer, producer, and refiner Hunt for $2.6 billion in cash and 23.5 million XTO common shares worth $67.72 per share. The cash portion will be funded through a combination of cash flow, commercial paper, and debt from capital market transactions. The deal is expected to be closed on or before Sept. 3.
Seller financial advisor: Energy Spectrum Advisor ; Goldman Sachs; Tristone Capital
Bidder financial advisor: Not available
Seller legal advisor: Haynes & Boone; Jones Day
Bidder legal advisor: Gibson Dunn & Crutcher

Willis Group to buy Hilb Rogal & Hobbs Co. for $1.83 billion

UK-based insurance brokerage holding company Willis Group Holdings Ltd. said it would merge Willis Group with insurance and risk-management company Hilb Rogal & Hobbs, and that both boards have approved the deal. The $46-a-share deal, including $23-a-share in cash, provides a premium of 48.9 percent. There is a collar that applies to final pricing of the deal, which is expected to close in fourth quarter.
Seller financial advisor: Sandler O’Neill & Partners
Bidder financial advisor: Banc of America Securities
Seller legal advisor: Wachtell Lipton Rosen & Katz
Bidder legal advisor: Weil Gotshal & Manges

Ares Life Sciences and Merrill Lynch Global Private Equity to buy Euromedic International NV from Warburg Pincus LLC for $1.235 million

Merrill Lynch & Co.’s private equity division, Merrill Lynch Global Private Equity, and Hungarian venture captial firm Ares Life Sciences acquired Hungarian medical-services provider Euromedic from private equity company Warburg and from GE Healthcare. GE Healthcare is a UK-based pharmaceuticals concern that is a subsidiary of General Electric Co.
Seller financial advisor: Rothschild
Bidder financial advisor: Merrill Lynch
Seller legal advisor: Clifford Chance; White & Case
Bidder legal advisor: Linklaters

LS Cable Ltd. to buy Superior Essex Inc. for $1.18 billion

Atlanta-based wire and cable designer and maker Superior Essex definitively agreed agreement for Seoul-based LS Cable to acquire it fo4 $45 a share, a 2.04-percent premium. LS primarily manufactures power cable, telecommunications, and copper products. The tender offer is expected to expire on July 31.
Seller financial advisor: JPMorgan
Bidder financial advisor: Macquarie Group
Seller legal advisor: Bae Kim & Lee; Wachtell Lipton Rosen & Katz
Bidder legal advisor: Cleary Gottlieb Steen & Hamilton ; Kim & Chang

B/E Aerospace Inc. to buy the consumables solutions business of Honeywell Aerospace for $1.05 billion

Wellington, Fla.-based B/E Aerospace, which developes passenger cabin interior products for aircraft, agreed to acquire the Phoenix-based Honeywell business that provides aircraft engines and systems, aerospace electronics, and landing gear components. It is part of Honeywell, the Morristown, N.J.-based technology and manufacturing company. The deal is expected to close in the third quarter.
Seller financial advisor: JPMorgan
Bidder financial advisor: Credit Suisse; UBS
Seller legal advisor: Bingham McCutchen
Bidder legal advisor: Shearman & Sterling; Sidley Austin

n.v. Nuon to buy Burlington Resources Nederland Petroleum from ConocoPhillips Co. for $686 million

Amsterdam-based gas and electricity producer n.v. Nuon agreed to acquire the Amsterdam-based gas production and exploration company from Houston-based energy company ConocoPhillips.
Seller financial advisor: Not available
Bidder financial advisor: Merrill Lynch
Seller legal advisor: Not available
Bidder legal advisor: Reed Smith; Loyens Loeff

Berry Petroleum Co. to buy the Cotton Valley oil and natural gas properties in East Texas for $620 million

Bakersfield, Calif.based Berry is an energy company that produces, develops, acquires, exploits, and explores for crude oil and natural gas. It has acquired the Cotton Valley properties from a privately held company in a deal expected to close by July 15.
Seller financial advisor: Merrill Lynch
Bidder financial advisor: Tudor, Pickering, Holt & Co
Seller legal advisor: Not available
Bidder legal advisor: Not available

Hologic Inc. to buy Third Wave Technologies Inc. for $483 million

Madison, Wis.-based Third Wave is a molecular diagnostics firm that provides DNA and RNA analysis products to clinical, research, and agricultural customers. Bedford, Mass.-based Hologic develops, makes, and supplies diagnostic and medical imaging systems primarily serving the healthcare needs of women. Both boards the merger at a price of $11.25, a premium of 7.1 percent. The transaction is expected to close in the third quarter.
Seller financial advisor: Merrill Lynch; Xms Capital Partners
Bidder financial advisor: Goldman Sachs
Seller legal advisor: Covington & Burling; Kennedy Covington Lobdell & Hickman; Kirkland & Ellis
Bidder legal advisor: Brown, Rudnick, Berlack Israels

source: mergermarket