M&A

Deals: To Canada and Beyond

In our M&A Roundup for the week ended Nov. 23, four of the ten largest North American deals involve Canadian natural-resource companies — in a slow...
Roy HarrisNovember 24, 2008

The merger-and-acquistion focus was on Canada last week, with natural resources suitors in Toronto and Calgary accounting for four of the top 10 North American deals.

Two other deals involved targets outside the continent — led by the week’s biggest deal: Bank of America Corp.’s $7.07-billion purchase of 8 percent of China construction Bank Corp. from the state-owned China SAFE Investments. When the dealmaking was done, only four transactions reflected U.S. companies buying other U.S. companies. And the largest of those was Eli Lilly’s $150-million purchase of United Therapeutics, according to data provided to CFO.com by mergermarket.

Meanwhile, a ripple in mid-sized deals announced just today seems to foreshadow more activity for when this week’s tally is reported. The largest was diversified health care-products company Johnson & Johnson saying it would pay $438 million for Omrix Biopharmaceuticals Inc. In the defense sector, L-3 Communications agreed to acquire Chesapeake Sciences Corp., a maker of anti-submarine warfare systems. Also, engineering and construction company Fluor Corp. acquired two private European engineering companies, and toymaker Jakks Pacific Inc. agreed to buy Halloween costume and decoration company Disguise Inc., with the last two deals having undisclosed terms.

Also today, Alpharma Inc. finally agreed to King Pharmaceuticals Inc.’s $1.6 billion cash takeover offer, ending the months-long battle by Bristol, Tenn.-based King for Bridgewater, N.J.-based Alpharma.

For the week ended Sunday, dealmakers struck 31 agreements worth $2.54 billion, in terms of North American companies purchased. In the prior week, 36 transactions totaled $54.54 billion. Year to date, 3,420 deals have been valued at $991.02 billion, still far short of last year’s record 4,605 deals, worth $1.45 trillion, as of this time.

Bank of America Corp. to buy 8-percent stake in China Construction Bank Corp. from China SAFE Investments Ltd. for $7.07 billion

Charlotte-based Bank of America is exercising a call option to acquire 8.35 of Bejing-based China Construction Bank from China SAFE Investments, China’s state-owned investment company. Terms call for BofA to purchase 19,580,153,370 H shares of China Construction Bank at a price 1.2 times CCB’s audited net assets valuation per share on Sept. 30. The per-share price represents a discount of 32.4 percent. After the transaction, expected to close by Nov. 30, BofA will hold approximately 19.13 percent of CCB’s issued share capital.
Seller financial advisor: Not Disclosed
Bidder financial advisor: Bank of America
Seller legal advisor: Not Disclosed
Bidder legal advisor: Cleary Gottlieb Steen & Hamilton; Deacons

ProEx Energy Ltd. to buy Progress Energy Trust for $1.16 billion

Calgary, Canada-based Progress Energy, an open-ended, unincorporated energy investment trust, definitively agreed to be acquired by ProEx, a Calgary-based petroleum and natural-gas exploration, development, and production company. Both boards have approved the merger at $8.75 a share, a premium of 13 percent. The implied equity value is about $919.2 million for the transaction, expected to close in the first quarter of 2009.
Seller financial advisor: BMO Capital Markets
Bidder financial advisor: Peters & Co
Seller legal advisor: Blake Cassels & Graydon; Burnet Duckworth & Palmer
Bidder legal advisor: Macleod Dixon

HudBay Minerals Inc. to buy Lundin Mining Corp. for $843 million

Vancouver, Canada-based Lundin, a diversified base metals mining company with operations in Portugal, Spain, Sweden, and Ireland, produces copper, nickel, lead, and zinc. It agreed to be acquired by Toronto-based HudBay for 0.3919-share of HudBay for each Lundin share in a transaction expected to close by next May 30.
Seller financial advisor: Haywood Securities
Bidder financial advisor: GMP Securities
Seller legal advisor: McCullough O’Connor; Osler Hoskin & Harcourt; Shearman & Sterling
Bidder legal advisor: Cassels Brock & Blackwell; Fraser Milner Casgrain; White & Case

Eli Lilly to buy United Therapeutics for $150 million

Silver Spring, Md.-based biotechnology company United Therapeutics, which focuses on the development and commercialization of products for cardiovascular and infectious diseases and cancer, signed a license and a supply agreement to be acquired by Indianapolis-based Lilly, which discovers, develops, manufactures, and sells pharmaceutical and animal-health products.
Seller financial advisor: Leerink Swann
Bidder financial advisor: Internal
Seller legal advisor: Gibson Dunn & Crutcher
Bidder legal advisor: Latham & Watkins

Kinross Gold Corp. to buy 40-percent stake in Minera Santa Rosa SCM from Anglo American Plc for $140 million

Toronto-based Kinross Gold, which has gold mining operations in the U.S., Brazil, Russia, and Chile, agreed to acquire the stake in Minera Santa Rosa SCM from Anglo American, a London-based diversified mining company, for cash. The transaction is expected to be completed in December.
Seller financial advisor: Not Available
Bidder financial advisor: Morgan Stanley
Seller legal advisor: Not Available
Bidder legal advisor: Blake Cassels & Graydon

Jamplant Ltd. to buy Kelkoo SA from Yahoo! Inc. for $125 million

London-based private equity firm Jamplant acquired Paris-based Kelkoo, a privately operator of a shopping service web portal, from Sunnyvale, Calif.-based Yahoo, the global internet communications, commerce, and media company.
Seller financial advisor: Not Available
Bidder financial advisor: Not Available
Seller legal advisor: Not Available
Bidder legal advisor: Not Available

Kinross Gold to buy 60-percen stke in Minera Santa Rosa from Teck Cominco Ltd. for $110 million

Toronto-based Kinross agreed to acquire the 60 percent of Minera Santa Rosa remaining after its 40-percent purchase from Anglo American. The seller, Vancouver-based Teck Cominco, is a privately held mining, mineral processing, and metallurgical company. Terms call for $40 million to be paid in cash, $5.6 million in Kinross common, with the remainder being 1.75-percent net smelter returns royalty payable at gold prices over $760 per ounce. The transaction is expected to close in December.
Seller financial advisor: Not Available
Bidder financial advisor: Morgan Stanley
Seller legal advisor: Not Available
Bidder legal advisor: Blake Cassels & Graydon

Nyx Acquisitions Inc. to buy Image Entertainment Inc. for $92 million

San Francisco-based Image, a privately company engaged in film production, nightclub development, real estate, and technology incubation, definitively agreed to be acquired by San Francisco-based Nyx, an investment holding company and a wholly owned subsidiary of Q Black LLC, which is engaged in film production, nightclub development, and real estate. Terms call for $2.75 in cash to be paid per Image share, creating an equity value of about $60.1 million and providing a premium of 243.7 percent. The Image board approved the merger agreement, and the transaction is expected to close in the first quarter of 2009.
Seller financial advisor: Internal
Bidder financial advisor: Raymond James & Associates
Seller legal advisor: Manatt Phelps & Phillips
Bidder legal advisor: The Law Offices Of Joshua A. Ridless

Esterline Technologies Corp. to buy NMC Group Inc. for $90 million

Bellevue, Wash.-based Esterline, a manufacturer serving principally aerospace and defense markets, agreed to acquire Pomona, Calif.-based NMC, a private designer and manufacturer of specialized fasteners for the aerospace/defense industry. The transaction is expected to close in 30 to 45 days.
Seller financial advisor: Houlihan Lokey
Bidder financial advisor: Not Available
Seller legal advisor: Not Available
Bidder legal advisor: Not Available

Iowa Telecommunications Services Inc. to buy Sherburne Tele Systems Inc. for $81 million

Newton, Iowa-based Iowa Telecommunications Services agreed to acquire Sherburne Tele Systems, ae privately held Big Lake, Minn.-based telecommunications company, for a price that includes $2.7 million for Sherburne’s recently purchased 700 MHz spectrum, acquired through its affiliate Wireless Communications Ventures. The transaction is expected to close in the first half of 2009.
Seller financial advisor: Greene Holcomb & Fisher
Bidder financial advisor: Stifel Nicolaus & Company
Seller legal advisor: Leonard Street & Deinard
Bidder legal advisor: Fredrikson & Byron

source: mergermarket

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