Deals: From Feast Back to Famine?

In our M&A roundup for the period ended July 26, blockbusters finally run out after two big weeks dominated by InBev and Dow Chemical.
Roy HarrisJuly 28, 2008

Merger and acquisition activity returned to earth after a stratospheric ride launched by such blockbuster deals as InBev’s purchase of Anheuser-Busch and Dow Chemical’s acquisition of Rolm & Haas earlier in the month.

Last week’s top 10 North American deals were led by Tokio Marine Holdings Inc.’s agreement to buy insurer Philadelphia Consolidated Holding Corp. for $4.40 billion.

The prior week’s 42 deals, capped by the Belgian brewer’s $58.9-billion deal for the maker of Budweiser, came close to being the first $100-billion period since July 2007, near the end of that year’s land-office M&A. In the latest week, though, the 41 transactions were worth $12.16 billion, according to data provided to CFO.com by mergermarket. The top 10 deals are listed below.

For the year to date there have been 2,202 deals worth a total of $581.61 billion, with the volume about half the $1.18 trillion of the prior year, when 3,035 agreements had been struck at this time.

Tokio Marine Holdings Inc. to buy Philadelphia Consolidated Holding Corp. for $4.40 billion

Bala Cynwyd, Pa.-based insurance holding company Philadelphia Consolidated definitively agreed to be acquired by the Tokyo-based Tokio Marine for $61.50 a share, a premium of 73 percent. The transaction is expected to close in the fourth quarter.
Seller financial advisor: Merrill Lynch
Bidder financial advisor: Fox-Pitt Kelton Cochran Caronia Waller
Seller legal advisor: Wolf, Block, Schorr and Solis-Cohen; Shearman & Sterling
Bidder legal advisor: Sullivan & Cromwell

Brocade Communications Systems Inc. to buy Foundry Networks Inc. for $1.972 billion

Santa Clara, Calif.-based Foundry Networks, which designs, develops, manufactures, and markets products for network infrastructures, definitively agreed to be acquired by San Jose-based Brocade for $18.50 in cash and 0.0907-share of Brocade per Foundry share. The premium represented by the overall value of $19.25 includes a premium of 44 percent. Brocade supplies storage area network equipment and provides data center networking products. The transaction is expected to close in the fourth quarter.
Seller financial advisor: Merrill Lynch
Bidder financial advisor: Bank of America, Morgan Stanley
Seller legal advisor: Heller Ehrman White & McAuliffe
Bidder legal advisor: Cooley Godward Kronish

Kinross Gold Corp. to buy Aurelian Resources Inc. for $1.01 billion

Toronto-based gold, silver, and base-metals exploration company Aurelian definitively agreed to be acquired by Kinross for 0.317-share of Kinross and 0.1429-warrant, each of which entitles the holder to one Kinross share. Aurelian’s business is focused on the Cordillera del Condor region of southeastern Ecuador. Toronto-based Kinross is a gold mining company with mines in the U.S., Brazil, Russia, and Chile. The Kinross warrants have an exercise price of $31.85, and will expire five years after the date on which Kinross first pays for Aurelian common shares tendered to the offer. Each fractional warrant has a value of about $91. The entire offer provides a premium of 69.2 percent.
Seller financial advisor: BMO Capital, Dundee Securities Corporation
Bidder financial advisor: Rothschild, Canadian Imperial Bank of Commerce, Scotia Capital
Seller legal advisor: Cassels Brock & Blackwell
Bidder legal advisor: Osler, Hoskin & Harcourt , Perez, Bustamante &

General Electric Co. to buy Vital Signs Inc. for $877 million

Totowa, N.J.-based Vital Signs definitively agreed to be acquired by GE, of Fairfield, Conn. Vital Signs designs, manufactures, and markets airway management products for the anesthesia, respiratory, and critical care, interventional cardiology-radiology, and sleep disorder markets. Terms call for a per-share price of $74.50, a premium of 28.4 percent. The transaction is expected to close in the fourth quarter.
Seller financial advisor: JPMorgan
Bidder financial advisor: Goldman Sachs
Seller legal advisor: Lowenstein Sandler
Bidder legal advisor: Allen & Overy; King & Spalding

XTO Energy Inc. to buy Barnett Shale properties for $800 million

Fort Worth-based natural gas producer XTO Energy agreed to acquire 12,900 net acres of the core property of Barnett Shale, another Fort Worth-based natural gas company. XTO expects the deal to be completed by early October.
Seller financial advisor: Not Available
Bidder financial advisor: Not Available
Seller legal advisor: Hoge & Gameros
Bidder legal advisor: Gibson Dunn & Crutcher

The Jordan Co. LLC to buy Harvey Gulf International Marine Inc. for $500 million

New York City-based Jordan, a middle-market private equity firm, and the existing management at Harvey Gulf, agreed to acquire Harvey Gulf International Marine, a Harvey, La.-based family owned and operated marine transportation company in a deal that is expected to close within the next 30 days.
Seller financial advisor: LaPorte & Associates
Bidder financial advisor: Not Available
Seller legal advisor: Adams and Reese ; Bracewell & Giuliani
Bidder legal advisor: Mayer Brown

SBA Communications Corp. to buy Optasite Towers LLC from Centennial Ventures for $428 million

Boca Raton, Fla.-based wireless communications infrastructure company SBA agreed to acquire Westborough, Mass.-based Optasite, a broadband service provider for development and integration services. The seller is a U.S.-based venture capital and private equity firm, which is paying $278 million, excluding assumed debt. The transaction is expected to close about Sept. 30 .
Seller financial advisor: Morgan Stanley
Bidder financial advisor: Deutsche Bank; Lehman Brothers
Seller legal advisor: Cooley Godward Kronish
Bidder legal advisor: Holland & Knight

Gardner Denver Inc. to buy CompAir UK Ltd. from Alchemy Partners LLP for $396 million

Quincy, Ill.-based Gardner Denver, which provides compressed air and gas, and vacuum and fluid transfer technologies, agreed to acquire CompAir, a Redditch, UK-based manufacturer of compressed air and gas products, from London-based Alchemy Partners LLP, a private equity firm. The transaction is expected to close in the fourth quarter.
Seller financial advisor: Rothschild
Bidder financial advisor: Internal
Seller legal advisor: Macfarlanes
Bidder legal advisor: Baker & McKenzie; Bowman Gilfillan; Pinsent Masons

Hellman & Friedman LLC to buy SSP Holdings Plc for $394 million

San Francisco-based private quity concern Hellman & Friedman, through its subsidiary H&F Bidco, agreed to acquire Halifax, UK-baed SSP Holdings, an IT products provider. The transaction calls for SSP holders to get $3.79 in cash for each share held. The offer values the entire share capital of SSP at GBP 157m ($313m) or $394m including assumed debt.
It represents a premium of 19.1 percent to SSP’s closing price of GBp 160 ($3.20 ) on 17-Jul-08, the last trading price prior to the announcement of talks that may or may not lea to an offer. It represents a premium of 11.8 percent to SSP’s closing price of GBp 170 ($3.39) on 22-Jul-08, the last trading price prior to the formal announcement.
Seller financial advisor: KBC Securities
Bidder financial advisor: Credit Suisse
Seller legal advisor: Addleshaw Goddard
Bidder legal advisor: Freshfields Bruckhaus Deringer

Barrick Gold Corp. to buy Cadence Energy Inc. for $322 million

Calgary, Alberta-based Cadence Energy agreed to be acquired by Toronto-based gold mining company Barrick, with both boards approving the deal. Cadence is a light oil and natural gas exploration, development, and production company. Terms call of holders to received $6.74 per Cadence, a premium of 8.9 percent.
Seller financial advisor: Tristone Capital
Bidder financial advisor: RBC Capital Markets; Mustang Capital Partners
Seller legal advisor: Burnet Duckworth & Palmer
Bidder legal advisor: Davies Ward Phillips & Vineberg; Fraser Milner Casgrain; Sproule, Castonguay, Pollack

source: mergermarket