Deals: Buying into America

In our M&A Roundup for the week ended Dec. 14, a tepid seven days brings four foreign deals for U.S. properties. But only one transaction exceeds $...
Roy HarrisDecember 15, 2008

Buyers from Mexico, Japan, and Ireland accounted for four of the top 10 North American deals last week, while two other transactions were intra-Canada affairs, in another tepid period for mergers and acquisitions.

Without any crisis-provoked banking deals registering in the seven days through Sunday, the largest transaction by far was Mexican baking concern Grupo Bimbo SA d CV’s $2.38-billion purchase of the U.S. bakery business of Weston Foods Inc., a bakery and dairy unit of Toronto-based Dunedin Holdings Sarl. Indeed, it was the only deal of more than $1 billion for the week, according to data provided to CFO.com by mergermarket. And only one other deal was worth more than a half-billion.

In all, the 33 deals were struck, totaling $4.80 billion. That was three more transactions than in the prior week, although in that earlier period the dealmaking was worth $9.45-billion. For the year-to-date, 3,666 deals now have accounted for $1.06 trillion of M&A in North America, sharply off from the $1.46 trillion done as the record year of 2007 wound down to its final weeks.

Grupo Bimbo SA de CV to buy the U.S. bakery business of Weston Foods Inc. from Dunedin Holdings Sarl for $2.38 billion

Delegacion, Mexico-based baking concern Grupo Bimbo agreed to acquire the U.S. bakery business of Toronto-based Weston Foods, a bakery and dairy products group. The seller, Dunedin Holdings, is a subsidiary of Toronto-based George Weston Ltd., a food processing and distribution firm. Terms call of Grupo Bimbo also to acquire about $125 million of interest-bearing financial assets, which are expected to generate interest income of around $11 million. The transaction is expected to close in the first quarter of 2009.
Seller financial advisor: CIBC World Markets
Bidder financial advisor: Atlas Strategic Advisors
Seller legal advisor: Mayer Brown
Bidder legal advisor: Cleary Gottlieb Steen & Hamilton; Ritch Heather y Mueller; Stikeman Elliott; White & Case

DEP Operating Partnership LP to buy a 98-percent stake in Enterprise Holding III LLC from Enterprise GTM Holdings LP for $730 million

Houston-based DEP, which operates midstream energy assets, is a subsidiary of Duncan Energy Partners LP, engaged in gathering, transporting, marketing, and storing natural gas and transporting and storing natural gas liquids and petrochemicals. DEP has acquired Houston-based Enterprise Holding III, which has in operating the assets of midstream energy companies. The seller is Houston-based Enterprise GTM Holdings LP, which has interests in providing energy services, and is a subsidiary of Enterprise Products Partners LP, a midstream energy partnership and provider of energy services. Enterprise Product Partners holds 100 percent of DEP, which in turn holds 2 percent of DEP Operating Partnership, accounting for the actual change of control of 98 percent. Terms call for Duncan Energy to pay $280.5 million in cash and to issue 37,333,887 common units, with a total market value of $449.5 million. The units automatically convert to Duncan Energy common next Feb. 1.
Seller financial advisor: Not Available
Bidder financial advisor: Houlihan Lokey
Seller legal advisor: Andrews Kurth
Bidder legal advisor: Not Available

Sumitomo Corp. to buy a 30-percent stake in Jupiter Shop Channel Co. Ltd. from InterActiveCorp for $497 million

Tokyo-based Sumitomo, engaged in diverse business activities, agreed to acquire a 30 percent stake in Jupiter Shop Channel, the Tokyo-based TV shopping channel, from New York City-based InterActiveCorp, which operates a portfolio of brands in retailing, transactions, media, and advertising. Terms of the agreement call for Sumitomo to acquire the remaining 26,400 ordinary shares, representing 30 percent of the Japanese TV channel company, through SC Media & Commerce Inc.
Seller financial advisor: GCA Savvian
Bidder financial advisor: Not Available
Seller legal advisor: Not Available
Bidder legal advisor: Not Available

Green Courte Partners to buy American Land Lease for $396 million

Clearwater, Fla.-based real investment trust American Land Lease Inc. agreed to be acquired by Lake Forest, Ill.-based private equity firm Green Courte Partners for $14.20 in cash per American Land share. The implied equity value of the transaction is $112.719 million, after an offer that provides a premium of 264 percent. In the two-step acquisition, a cash offer is first made for all American Land shares, and then the shares not acquired will be converted into the right to receive the same cash price per share. The transaction is expected to close in the first quarter of 2009.
Seller financial advisor: Wachovia Capital Markets
Bidder financial advisor: Internal
Seller legal advisor: Hill, Ward & Henderson; Skadden Arps Slate Meagher & Flom
Bidder legal advisor: DLA Piper

Jupiter Telecommunications Co. Ltd. to buy Mediatti Communications Inc. from Liberty Media Corp., MC Investments Ltd., Mediatti Holdings Ltd., PCCW Mediacom Ltd., and Toyota Tsusho Corp. for $309 million

Tokyo-based Jupiter Telecommunications, a multiple system operator, acquired Tokyo-based Mediatti Communications, a cable broadcasting company, from a group of companies that includes Englewood, Colo.-based Liberty Media, the holder of a 45.46-percent stake. Other sellers are Cayman Islands-based MC Investments (23.85 percent) and Mediatti Holdings (20.85 percent), along with British Virgin Islands-based PCCW Mediacom (2.72 percent) and Aichi, Japan-based Toyota Tsusho (5.75 percent.) The closing is scheduled for Dec. 26.
Seller financial advisor: Not Available
Bidder financial advisor: Morgan Stanley
Seller legal advisor: Not Available
Bidder legal advisor: Not Available

Valeant Pharmaceuticals International to buy Dow Pharmaceutical Sciences Inc. for $285 million

Valeant Pharmaceuticals International, Aliso Viejo, CA based specialty pharmaceutical company that discovers, develops, manufactures and markets pharmaceutical products, primarily in the areas of neurology, dermatology and infectious disease, has agreed to acquire Dow Pharmaceutical Sciences, Inc, the Petaluma, CA based developer of topical drug products for pharmaceutical and biotechnology clients. Terms: The total consideration consists of $285m in cash. Valeant will make the first payment of $250m upon closing ($242m net of cash). Approximately $8m in cash will be retained from current Dow accounts, making the net amount paid $277m. The consideration is subject to certain closing adjustments relating to the amount of cash, indebtedness and working capital of Dow at the closing of the transaction. The transaction is expected to close at year end and is subject to customary closing conditions.
Seller financial advisor: Deutsche Bank
Bidder financial advisor: Not Available
Seller legal advisor: Not Available
Bidder legal advisor: Not Available

ABC Family Worldwide Inc. to buy a 23-percent stake in Jetix Europe NV from Cyrte Investments BV and Semler HE for $279 million

Burbank, Calif.-based ABC Family Worldwide, creator and producer of animated and live action children’s television programs, and a Walt Disney Co. unit, agreed to acquire the stake in Jetix Europe. That Hilversum, the Netherlands, company is a children’s entertainment company with localized television channels, program distribution and consumer products businesses. The Netherlands-based sellers are Cyrte Investments, of the Naarden, an investment holding company with interests in telecom, media, and technology, and private investor Semler HE. The $14.25-a-share price represents a discount of about 12.7 percent. ABC Family is acquiring 17.94 percent from Cyrte Investments and 5.06 percent from Semler HE. The transaction is expected to close before the end of the year.
Seller financial advisor: Royal Bank of Scotland Group
Bidder financial advisor: ABN AMRO
Seller legal advisor: Not Available
Bidder legal advisor: Not Available

IAMGOLD Corp. to buy Orezone Resources Inc. for $147 million

Ottawa-based Orezone, a gold exploration and development company, definitively agreed to be acquired by Toronto-based IAMGOLD, a mining, exploration, and development company. Terms call for Orezone holders to receive 0.08-common share of IAMGOLD, worth about 38 cents, plus a pro-rata share of a new exploration company for each Orezone share, for a total price that represents a 91-percent premium. The transaction is expected to close by the end of February 2009.
Seller financial advisor: BMO Capital Markets
Bidder financial advisor: Canaccord Adams
Seller legal advisor: Stikeman Elliott
Bidder legal advisor: Dorsey & Whitney; Fraser Milner Casgrain

Crescent Point Energy Trust to buy Villanova Energy Corp. from the Keystone Group of Companies for $97 million

Calgary-baed Crescent Point Energy, an oil and gas income trust, acquired Regina, Canada-based Villanova Energy, engaged in oil and gas exploration services, from Keystone Group, also based in Regina and a holding company of Keystone Royalty Corp. and Villanova Energy.
Seller financial advisor: Tristone Capital
Bidder financial advisor: CIBC World Markets
Seller legal advisor: Not Available
Bidder legal advisor: Not Available

Experian Plc to buy SearchAmerica Inc. for $90 million

Experian Plc, a Dublin-based provider of information, analytical tools, and marketing services, acquired private, Maple Grove, Minn.-based SearchAmerica, a provider of software-as-a-service products and related services to the healthcare industry.
Seller financial advisor: Not Available
Bidder financial advisor: Not Available
Seller legal advisor: Not Available
Bidder legal advisor: Not Available

source: mergermarket