Deals: Hope Amid the Wreckage

In our M&A roundup for the period ended Sept. 14, the Merrill-Lehman-Fannie-Freddie carnage is a backdrop for sharply higher strategic dealmaking t...
Roy HarrisSeptember 15, 2008

Even as disaster befell such once-solid entities as Merrill Lynch, Lehman Brothers, Fannie Mae, and Freddie Mac, last week produced a surge in strategic North American dealmaking — including multibillion-dollar purchases by tobacco company Altria Group Inc. and ConocoPhillips Co., the energy brand.

There were nearly half as many transactions as in the prior week, but the 28 deals that were struck as of Sunday, Sept. 14, were generally much larger, totaling $15.39 billion. In the week ended Sept. 7, 55 merger-and-acquisition agreements were signed, valued at $4.30 billion.

While that prior week’s biggest deal had been Coca-Cola Co.’s $2.36-billion purchase of Beijing-based China Huiyuan Juice Group Ltd., though, the list last week was topped by Altria’s $11.49-billion acquisition agreement with UST Inc., the Stamford, Conn.-based maker of smokeless tobacco and the producer of Ste. Michelle wines. Not far behind was Conoco’s $7.84-billion purchase of Sydney, Australia-based Origin Energy Ltd.’s coal seam gas assets, according to data on the top 10 North American transactions, provided to CFO.com by mergermarket..

Last week’s healthy dealmaking brought the total for the year to $667.19 billion, represented by 2,603 transactions. A year ago at this time, the 3,660 deals struck in that record year for M&A had totaled $1.28 trillion.

Altria Group Inc to buy UST Inc. for $11.49 billion

UST, the Stamford, Conn.-based holding company for U.S. Smokeless Tobacco Co. and Ste. Michelle Wine Estates Inc., definitively agreed to be acquired by Richmond, Va.-based Altria. Both boards approved the purchase by Altria, the holding company for Philip Morris USA Inc. and John Middleton, Inc., both engaged in the manufacture and sale of cigarettes and other tobacco products. Altria maintains a portfolio of leveraged and direct finance leases. And as of Dec. 31 it held a 28.6-percent interest in brewer SABMiller plc. Terms call for Altria to pay $69.50 a share, a premium of 2.9 percent. The equity value of the transaction is about $10.25 billion before assumption of debt.
Seller financial advisor: Citigroup; Perella Weinberg Partners
Bidder financial advisor: Centerview Partners; Goldman Sachs; and JPMorgan
Seller legal advisor: Skadden Arps Slate Meagher & Flom; Sullivan & Cromwell; and Weil Gotshal & Manges (Advising Citigroup)
Bidder legal advisor: Arnold & Porter; Hunton & Williams; and Sutherland Asbill & Brennan

ConocoPhillips Co. to buy the coal seam gas assets of Origin Energy Ltd. for $7.84 billion

Houston-based integrated energy company ConocoPhillips agreed to form a joint venture by acquiring a 50-percent stake in the Queensland, Australia coal seam gas assets of Sydney-based Origin Energy for cash. ConocoPhillips will make cash investment through initial payment of $4.94 billion, and additional contributions of $946.22 million, and of $493.68 million for each of four LNG properties. As a result, ConocoPhillips will get a 50-percent holding in Origin Energy CSG Ltd, a subsidiary that in turn owns 50 percent of the coal seam gas assets.
Seller financial advisor: Grant Samuel; Macquarie Group
Bidder financial advisor: Credit Suisse
Seller legal advisor: Clayton Utz
Bidder legal advisor: Allens Arthur Robinson; Wachtell Lipton Rosen & Katz

King Pharmaceuticals Inc. to buy Alpharma Inc. from for $1.24 billion

Bridgewater, N.J.,-based specialty pharmaceutical company Alpharma received a tender offer from Bristol, Tenn.-based King Pharmaceuticals at $37 a share in cash. The price represents a premium of 54 percent. The equity value is about $1.54 billion not including cash. The transaction is expected to close by the end of the year.
Seller financial advisor: Banc of America Securities
Bidder financial advisor: Credit Suisse; Wachovia Securities
Seller legal advisor: Simpson Thacher & Bartlett
Bidder legal advisor: Dewey & LeBoeuf; Jones Day

ENI SpA to buy First Calgary Petroleums Ltd. for $878 million

Calgary, Canada-based First Calgary, an oil and gas company actively engaged in international exploration and development activities in Algeria, definitively agreed to be acquired by Rome-based Eni, which operates in the oil and gas, electricity, petrochemicals, oilfield services construction, and engineering industries. Both boards approved the merger at a price of $3.39 a share and 108 percent of par, plus accrued interest, for its convertible bonds. The offer provides a premium of 34.4 percent for the deal, which is expected to close in the fourth quarter.
Seller financial advisor: JPMorgan Cazenove
Bidder financial advisor: Deutsche Bank
Seller legal advisor: Burnet Duckworth & Palmer
Bidder legal advisor: Stikeman Elliott

Clyde Blowers Ltd. to buy David Brown Engineering Ltd., David Brown Hydraulics, Maag Pumps Systems, and Union Pump Co. from Textron Inc. for $604 million

Glasgow, UK-based private equity firm Clyde Blowers agreed to acquire the Fluid and Power Division of Providence, R.I.-based conglomerate Textron for $526 million in cash and a six-year note worth $28 million, plus an additional earn-out of up to $50 million, payable in a six year notes conditional to operating results for 2008. The acquisition is expected to close by the end of the year.
Seller financial advisor: Credit Suisse
Bidder financial advisor: JPMorgan Cazenove
Seller legal advisor: Not Available
Bidder legal advisor: Dundas & Wilson; McGuire Woods

Middle Kingdom Alliance Corp. to buy Pypo Digital Co. Ltd. from Golden Meditech Co. Ltd. and ARC Capital Holdings Ltd. for $462 million

Atlanta-based “blank check” special purpose acquisition company Middle Kingdom agreed to acquire Beijing-based Pypo Digital, a distributor of mobile phones. The sellers are Shanghai-based ARC Capital, a closed-end investment company, and Hong Kong-based healthcare products and service provider Golden Meditech. The price is in stock, and earn-outs are included. Terms call for issuance of 45 million common shares to Pypo’s shareholders, at $8.40 each, with Middle Kingdom also issuing warrants for 3.4 million Pypo shares. Issuance of 23 million shares will be due as earnouts if Pypo Digital achieves earnings of $121 million, of which 10 million shares will be issued if Pypo achieves earnings of $54 million for 2010, and 13 million shares if earnings of $67 million are achieved for 2011.
Seller financial advisor: Not Disclosed
Bidder financial advisor: Not Available
Seller legal advisor: Not Disclosed
Bidder legal advisor: Thelen Reid Brown Raysman & Steiner; Cozen O’Connor

Cleveland-Cliffs Inc. to buy Portman Ltd. for $448 million

Cleveland-based mining and iron ore pellets concern Cleveland-Cliffs offered to acquire the remaining 14.81 percent of Perth, Australia-based Portman for $17.42 a share in cash, a 21.5-percent premium.
Seller financial advisor: Azure Capital; KPMG
Bidder financial advisor: Wilson HTM Corporate Finance
Seller legal advisor: Blake Dawson
Bidder legal advisor: Mallesons Stephen Jaques

Manitou BF S.A. to buy Gehl Co. for $385 million

Gehl, a West Bend, Wis.-based construction and agricultural equipment company company, definitively agreed to be acquired by Manitou, of Ancenis, France, which designs, manufactures, and distributes material handling equipment serving the construction, agriculture, and industrial sectors. Both boards approved the merger at $30 a share for the shares Gehl shares Manitou doesn’t already own. The price offers a premium of 119.6 percent. Manitou currently owns 14.4 percent of Gehl.
Seller financial advisor: Robert W. Baird & Co
Bidder financial advisor: SG
Seller legal advisor: Foley & Lardner
Bidder legal advisor: Cleary Gottlieb Steen & Hamilton

Feld Entertainment Inc. to buy Live Nation Motor Sports Inc. from Live Nation Inc. for $175 million

Privately-held Vienna, Va.-based live family entertainment producer Feld acquired Live Nation Motor Sports. It is a motor sports division of Live Nation Inc., a privately held company based in Beverly Hills, Calif.
Seller financial advisor: Goldman Sachs
Bidder financial advisor: Deutsche Bank
Seller legal advisor: Not Available
Bidder legal advisor: Fulbright and Jaworski

DCP Midstream Partners LP to buy Michigan Pipeline & Processing LLC for $160 million

Denver-based energy company DCP agreed to acquire Michigan Pipeline, a privately held Warren, Mich.-based company engaged in natural gas gathering and treating services, for cash. The deal is expected to be completed by October 2008.
Seller financial advisor: Not Available
Bidder financial advisor: Not Available
Seller legal advisor: Not Available
Bidder legal advisor: Not Available

source: mergermarket