Deals: Microsoft, Cisco Pony Up Again

In our M&A roundup for the period ended Aug. 31, the two giants are back in the game with mid-market bids, although other dealmaking continues fair...
Roy HarrisSeptember 2, 2008

North America endured another slack week of dealmaking, with only two transactions topping $1 billion. But in what could be a positive M&A sign, two eyebrow-raising middle-market purchases came from once-acquisitive stalwarts Microsoft and Cisco Systems.

Ranking first in size was Tokyo-based Ricoh Co. Ltd.’s $2.38-billion agreement to buy Ikon Office Solutions Inc., the Malvern, Pa.-based document managing concern. But there was more interest in the number-seven and number-ten deals as registered in data provided to CFO.com by mergermarket. Microsoft Corp.’s bid of $396-million bid for interactive media company Greenfield Online Inc. topped the offer by Quadrangle Group. The purchase include’s Greenfield’s Ciao GmbH, a leading European provider of consumer and price comparison Websites.

Cisco agreed to pay $215 million for PostPath Inc., which provides E-mail and calendaring software, and Cisco reminded investors that such deals exemplify the buyer’s commitment to “build, buy, and partner” as a way of entering into new markets and capturing “key market transitions.”

In all, the week brought 41 deals worth a total of $8.21 billion, up from the prior week’s 21 deals worth 5.76 billion. Last week’s mergers and acquisitions brought year-to-date transactions up to $640.5 billion, still around half the $1.26 trillion of the same period of 2007, a land-office time for deals.

Ricoh Company Ltd. to buy Ikon Office Solutions Inc. for $2.38 billion

Malvern, Pa.-based document management concern Ikon definitively agreed to be acquired by Tokyo-based Ricoh in a deal both boards approved. Ricoh, the maker of such office equipment as facsimile machines, printers, personal computers, servers, and network-related software, and also cameras, will pay $17.25 a share, a premium of 10.9 percent. The transaction is expected to close in the 4th quarter of 2008.
Seller financial advisor: Goldman Sachs
Bidder financial advisor: Morgan Stanley
Seller legal advisor: Baker & Hostetler; Cravath Swaine & Moore; Lang Michener; White & Case
Bidder legal advisor: Morrison & Foerster

Precision Drilling Trust to buy Grey Wolf Inc. for $1.58 billion

Houston-based oil-and-gas drilling services operator Grey Wolf definitively agreed to be acquired by Calgary-based Precision Drilling Trust, which provides energy services to the North American oil and gas industry. Both boards approved the merger at a price of $5 and 0.1883 of a Precision Drilling unit for each share. The $9.02 total value per share provides a premium of 5 percent. The special meeting of Grey Wolf shareholders is expected to be held before year-end.
Seller financial advisor: UBS
Bidder financial advisor: Deutsche Bank; RBC Capital Markets
Seller legal advisor: Blake, Cassels & Graydon; Covington & Burling (Advising UBS); Gardere Wynne Sewell; Porter & Hedges
Bidder legal advisor: Bennett Jones; Felesky Flynn; Fried Frank Harris Shriver & Jacobson (Advising Deutsche Bank); Mayer Brown

Pacific Convenience & Fuel LLC to buy 600 U.S. service stations and convenience stores from ConocoPhillips Co. for $800 million

Pacific, a Seattle-based petroleum and convenience-stores operator, also is a wholly-owned subsidiary of PetroSun Fuel. ConocoPhillips, of Houston, is an integrated energy company.
Seller financial advisor: Internal
Bidder financial advisor: Rodman & Renshaw Capital Group
Seller legal advisor: Cleary Gottlieb Steen & Hamilton
Bidder legal advisor: Goodwin Procter

Clayton, Dubilier & Rice Inc. to buy a testing unit of Bodycote plc for $765 million

New York-based private equity concern Clayton Dubilier agreed to purchase the testing strategic business unit of Bodycote, based in Macclesfield, UK, on a debt free basis. The dea is expected to close before the end of October.
Seller financial advisor: Credit Suisse; KPMG Corp Fin
Bidder financial advisor: Citigroup; Lehman Brothers
Seller legal advisor: Eversheds
Bidder legal advisor: Debevoise & Plimpton

Enterprise Acquisition Corp. to buy WF Holdings Inc. from Perseus LLCThe Renaissance Group, LLC for $719 million

Boca Raton, Fla.-based “blank check” company Enterprise agreed to acquire WF, the Washington, D.C.-based holding company of Workflow Management Inc. Workflow, based in Greenwich, Conn., is a provider of printing and office consumable products. The price includes assumption of debt. The acquisition is expected to close in the fourth quarter or next year’s first quarter.
Seller financial advisor: Internal
Bidder financial advisor: Grannus Financial Advisors; Ladenburg Thalmann Financial Services; UBS
Seller legal advisor: Akin Gump Strauss Hauer & Feld; Hogan & Hartson
Bidder legal advisor: Akerman Senterfitt

Serco Inc. to buy SI International Inc. for $512 million

Reston, Va.-based information technology provider SI International definitively agreed to be acquired by Reston-based Serco Inc., with both boards approving the merger. Serco is the North American unit of Serco Group plc, a global management service company based in Hook, UK. The price is $32 a share, a premium of 39.8 percent. The transaction is expected to close by the end of the year.
Seller financial advisor: BB&T Capital Markets; Wachovia Capital Markets
Bidder financial advisor: UBS
Seller legal advisor: Morrison & Foerster
Bidder legal advisor: Kaye Scholer; Skadden Arps Slate Meagher & Flom

Microsoft Corp. to buy Greenfield Online Inc. for $396 million

Wilton, Conn.-based Greenfield definitively agreed to be acquired by Redmond, Wash.-based Microsoft for $17.50 a share, a 31.8-percent premium over Greenfield’s price before a previous merger agreement with Quadrangle Group, and a 12.9-percent premium over the Quadrangle offer. Greenfield is a global interactive media and services company that collects consumer attitudes about products and services. The purchase include’s Greenfield’s Ciao GmbH, a leading European provider of consumer and price comparison Websites. Microsoft develops, manufactures, licenses, and supports software products for computing devices worldwide. The transaction is expected to close in the fourth quarter.
Seller financial advisor: Deutsche Bank
Bidder financial advisor: Lazard
Seller legal advisor: Paul Weiss Rifkind Wharton & Garrison
Bidder legal advisor: Freshfields Bruckhaus Deringer; Perkins Coie

Credit Suisse Alternative Investments to buy at least 80 percent of Asset Management Finance Corp. from National Bank of Canada Financial Inc. for $384 million

Credit Suisse Alternative Investments, a New York City-based asset management division of Credit Suisse SFB, a private equity firm, acquired the stake in New York City-based Asset Management Finance, a provider of capital to asset management firms. The seller is National Bank of Canada Financial Inc., also New York-based, and a brokerage firm that is a subsidiary of Montreal-based National Bank Financial, a provider of brokerage and asset management services.
Seller financial advisor: Not Available
Bidder financial advisor: Credit Suisse
Seller legal advisor: Torys
Bidder legal advisor: Not Available

Glanbia Plc to buy Optimum Nutrition Inc. for $315 million

Kilkenny, Ireland-based dairy products and nutritional ingredients manufacturer Glanbia acquired Optimum Nutrition,, an Aurora, Ill.-based provider of vitamins, nutritional supplements, and sports nutrition products on a debt free basis.
Seller financial advisor: Banc of America Securities
Bidder financial advisor: Not Available
Seller legal advisor: Not Available
Bidder legal advisor: Briggs & Morgan

Cisco Systems Inc. to buy PostPath, Inc. for $215 million

San Jose-based Cisco, the telecom, network, and internet equipment manufacturer, agreed to acquire Mountain View, Calif.-based PostPath, a provider of E-mail and calendaring software for cash in a deal that is expected to be completed by the first quarter of 2009.
Seller financial advisor: Internal
Bidder financial advisor: Internal
Seller legal advisor: DLA Piper
Bidder legal advisor: Fenwick & West

source: mergermarket

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