M&A

Deals: Citi Never Sleeps

In our M&A Roundup for the week ended Dec. 7, the troubled bank's complex purchase of a Spanish company, and associated sell-offs, dominate the act...
Roy HarrisDecember 8, 2008

Half last week’s top 10 deals reflected the seismic disturbances in American banking, with struggling Citigroup’s purchase of the Spanish tollway and engineering services company Itinere Infraestructuras SA being at the center of the activity. In addition to three deals related to that transaction, the other banking acquisitions were Capital One Financial Corp.’s purchase of Chevy Chase Bank and American International Group Inc.’s sale of its AIG Private Bank Ltd. unit to Kuwait’s Aabar Investment PJSC.

Kuwait was a buyer as well in the largest sale among North American companies: Dow Chemical Corp.’s $7.50-billion agreement to provide the state-owned Petrochemicals Industries Co. with a 50-percent stake in its polyethylene business.

In all, the 30 deals were struck, totaling $9.45 billion for U.S. companies, according to data provided to CFO.com by mergermarket. The value of last week’s transactions was up from the $2.45 billion represented by represented by the 25 deals struck the prior week, when U.S. M&A finally topped $1 trillion for the year.

For the year to date after one more week of dealing, the 3,559 transactions now have reached $1.03 trillion, compared with the $1.48 trillion represented by the 4,784 deals struck as of this time in 2007.

Citigroup Inc. to buy Itinere Infraestructuras SA from Sacyr Vallehermoso S.A. for $9.96 billion

New York City-based financial services company Citigroup launched a public offer for the Madrid-based Itinere Infraestructuras, an operator of toll motorways company and provider of construction and engineering services. The transaction, via a voluntary public offer, prices each share at $4.99, a premium of 17.51 percent. The offer values the entire share capital of Itinere at $3.62 billion.
Seller financial advisor: Mediobanca
Bidder financial advisor: JPMorgan; Santander Global Banking and Markets
Seller legal advisor: Garrigues; Uria Menendez
Bidder legal advisor: CMS

Petrochemicals Industries Co. to buy 50 percent of the Polyethylene business of Dow Chemical Co. for $7.50 billion

Midland, Mich.-based Dow, manufacturer of plastics, chemicals, hydrocarbons, herbicides, pesticides, and pharmaceutical chemicals, definitely agreed with Safat, Kuwait-based Petrochemicals Industries, a producer of fertilizer and petrochemicals and a wholly owned subsidiary of state-owned Kuwait Petroleum Corp., to form a 50-50 joint venture. Terms call for Dow to contribute assets engaged in research, development, manufacture, and sale of polyethylene, polypropylene, polycarbonate, catalyst technologies, and other products. Petrochemicals Industries will contribute cash. The purchase price will be paid in intervals, with $4.175 billion at closing and $1.6 billion within three days after closing. A $1.5-billion payment will be paid at closing unless Petrochemicals chooses to pay this amount in fixed equal monthly installments through June 30. The remaining $225 million will be paid at closing into an escrow account after closing EBITDA adjustments. Total value includes working capital and assumed net debt of $2.4 billion.
Seller financial advisor: Citigroup; Merrill Lynch
Bidder financial advisor: JPMorgan
Seller legal advisor: Shearman & Sterling
Bidder legal advisor: Ashurst

Johnson & Johnson to buy Mentor Corp. for $1.10 billion

Santa Barbara, Calif.-based Mentor, which supplies medical products for the global aesthetic market, definitively agreed to be acquired by New Brunswick, N.J.-based Johnson & Johnson, which engages in the research and development, manufacture, and sale of health-care products. Both boards approved the merger at $31 a share, a premium of 91.9 percent. The implied equity value of the transaction is approximately $1.05 billion. The transaction is expected to close in the first quarter of 2009.
Seller financial advisor: Citigroup
Bidder financial advisor: Internal
Seller legal advisor: Jones Day; Morrison & Foerster
Bidder legal advisor: Cravath Swaine & Moore; Jones Day; Weil Gotshal & Manges

Atlantia to buy the Chilean and Brazilian motorway concessions of Itinere Infraestructuras SA from Citi Infrastructure Investors for $1.06 billion

Rome-based Atlantia, engaged in construction and management of toll motorways and connected traffic services, agreed to acquire Itinere Infraestructuras concessions from the Citi unit under terms calling for $530 million to be paid, along with $527 million in net debt to be assumed from the holdings acquired in Chile and Brazil. The agreement includes five concessions that manage a total of 702 kilometers of toll motorway, and two companies that manage maintenance and road work on certain sections operated under concession in Chile. It includes acquisition of minority interests in three Portuguese concessions. The acquisition is related to the Citi Infrastructure Partners tender offer to acquire Itinere, and is expected to be completed during the first quarter of 2009, after Citi’s offer for Itinere Infraestructuras closes.
Seller financial advisor: JPMorgan; Santander Gobal Banking and Markets
Bidder financial advisor: Not Available
Seller legal advisor: CMS
Bidder legal advisor: Allen & Overy; Bonelli Erede Pappalardo

Abertis Infraestructuras SA to buy 50-percent stakes in Autopista Vasco-Aragonesa SA, Operadora del Pacifico SA, Rutas del Pacifico SA, and Rutas II SA, along with a 49-percent stake in Gestora de Autopistas SA and a 75-percent stake in Sociedad Concesionaria del Elqui SA from Citi Infrastructure Investors for $783 million

Barcelona-based Abertis Infraestructuras, engaged in the management transportation and communications infrastructures, agreed to acquire the stakes it does not already own in these motorway operators from Citi Infrastructure. The deal is part of the offer by Citi Infrastructure Investors to acquire Itinere Infraestructuras S.A., and also is subject to that deal’s completion.
Seller financial advisor: JPMorgan; Santander Gobal Banking and Markets
Bidder financial advisor: Not disclosed
Seller legal advisor: CMS
Bidder legal advisor: Garrigues; Roca Junyent Abogados

Capital One Financial Corp. to buy Chevy Chase Bank for $520 million

Bethesda, Md.-based Chevy Chase Bank, with $11 billion in deposits, definitively agreed to be acquired by Capital One, the McLean, Va.-based financial holding company. Terms call for $445 million in cash and $75 million of Capital One common, in a deal expected to close in next year’s first quarter.
Seller financial advisor: Citigroup
Bidder financial advisor: Credit Suisse; Centerview Partners
Seller legal advisor: Mayer Brown
Bidder legal advisor: K&L Gates; Latham & Watkins (advising Credit Suisse); Wachtell, Lipton, Rosen & Katz

Sierra Wireless Inc. to buy Wavecom SA for $271 million

Richmond, Canada-based Sierra Wireless, a provider of modems, software, and other products, offered to acquire Wavecom, of Issy-les-Moulineaux Cedex, France, a provider of wireless technology. Terms call for $10.80 in cash and $40.55 per OCEANE convertible bond for an implied equity value of the transaction of about $171 million, excluding the total values of the convertible bonds. The offer provides a premium of 24.8 percent, and is expected to close in next year’s first quarter.
Seller financial advisor: Merrill Lynch
Bidder financial advisor: CIBC World Markets; Lazard; TD Securities
Seller legal advisor: Jones Day
Bidder legal advisor: Blake Cassels & Graydon; Linklaters

Aabar Investment PJSC to buy AIG Private Bank Ltd from American International Group Inc for $253 million

Aabar, an Abu Dhabi, UAE- based oil and gas exploration and production company, agreed to acquire Zurich-based AIG Private Bank from New York City-based American International Group Inc. in a deal in which the price is subject to a post-closing adjustment based on the net asset value and assets under management of AIG Private. Aabar will assume certain loans outstanding at the time of closing, up to $83 million.
Seller financial advisor: Morgan Stanley; UBS
Bidder financial advisor: Goldman Sachs
Seller legal advisor: Lenz & Staehelin; O’Melveny & Myers (Advising UBS); Weil Gotshal & Manges
Bidder legal advisor: Baer & Karrer; Clifford Chance

Fresnillo plc to buy 80 percent of MAG Silver Corp for $120 million

Fresbal Investments Ltd., a wholly owned subsidiary of London-based Fresnillo, a precious metals mining company, offered to acquire the remaining 80.2 percent stake in Vancouver, Canada-based MAG Silver that it does not already own. Terms call for $4.54 in cash, a discount of 5.4 percent. The implied equity value of the transaction is about $220.4 million.
Seller financial advisor: Macquarie Capital Markets Canada
Bidder financial advisor: Scotia Capital
Seller legal advisor: Davies Ward Phillips & Vineberg
Bidder legal advisor: Not Available

Abrams Rentals LLC to buy Adler Tank Rentals LLC for $81 million

Abrams Rentals, a holding company for Livermore, Calif.-based McGrath RentCorp, which rents, leases, and sells modular relocatable buildings, acquired Adler, a Newark, N.J.-based rental provider of liquid containment solutions for storage of hazardous and non hazardous liquids. As a part of the price, McGrath will pay $80m in cash, with the rest settled through issue of its own 40,000 common shares. It will also assume certain debt of Tank Rental Business, with the transaction expected to close by the end of 2008.
Seller financial advisor: Oppenheimer & Co
Bidder financial advisor: Not Available
Seller legal advisor: Not Available
Bidder legal advisor: Morrison & Foerster

source: mergermarket