M&A

Deals: The Long Road to a Trillion

In our M&A Roundup for the week ended Nov. 30, no single transaction tops $1 billion, but at last the total for 2008 dealmaking tops $1 trillion.
Roy HarrisDecember 1, 2008

North American dealmaking finally cracked $1 trillion for 2008, but it was a long time coming.

Indeed, on the merger-and-acquisition scene billion-dollar individual transactions ground to a halt last week, with the largest transaction being insurance company QBE Holdings Inc.’s $900-million purchase of ZC Sterling Corp. A close second was another insurance transaction: American International Group’s $820-million sale of its 49-percent interest in the its Unibanco AIG Seguros SA venture to the other partner, Sao Paulo-based Uniao de Bancos Brasileiros SA.

The value of the 25 transactions last week was $2.45 billion, a shade lower than the $2.54 billion represented by the 31 deals struck the prior week, according to data provided to CFO.com by mergermarket.

So, for the year to date, the 3,479 deals finally topped the trillion-dollar mark to register $1.02 trillion. At this time last year, 4,682 transactions had been valued at $1.46 trillion on the way to a record 12-months for M&A.

QBE Holdings Inc. to buy ZC Sterling Corp. for $900 million

New York City-based QBE, the holding company of QBE Insurance Group, paid cash for Atlanta-based ZC Sterling, a provider of business process outsourcing, insurance, consumer marketing, and technology services to the mortgage, insurance, and homebuilding industries. The price includes an earnout of about $325 million, to be paid over two years, ased on ZC’s profit performance. The transaction is expected to close before Dec. 31.
Seller financial advisor: Banc of America Securities
Bidder financial advisor: Not Available
Seller legal advisor: Debevoise & Plimpton
Bidder legal advisor: Edwards Angell Palmer & Dodge

Uniao de Bancos Brasileiros SA to buy a 49-percent stake in Unibanco AIG Seguros SA from American International Group Inc. for $820 million

Sao Paolo-based Uniao de Bancos Brasileiros, known as Unibanco), agreed to acquire the remaining stake in Unibanco AIG from its joint venture partner, New York City-based diversified insurer AIG.
Seller financial advisor: Not Available
Bidder financial advisor: Not Available
Seller legal advisor: Sullivan & Cromwell
Bidder legal advisor: Not Available

Johnson & Johnson to buy Omrix Biopharmaceuticals Inc. for $348 million

New York City-based Omrix, an integrated company that develops and markets biosurgical and immunotherapy products, definitively agreed to be acquired by New Brunswick, N.J.-based Johnson & Johnson, which develops, makes, and sells health-care products. Both boards approved the merger at $25 a share, a premium of 18.1 percent. The implied equity value of the transaction, expected to close by Dec. 31, is about $428 million.
Seller financial advisor: UBS
Bidder financial advisor: Internal
Seller legal advisor: Skadden Arps Slate Meagher & Flom
Bidder legal advisor: Cravath Swaine & Moore

The Shermen Group to buy Westway Feed Products and Westway Terminals from ED&F Man Holdings Ltd.for $263 million

New York City-based “blank check” company Shermen WSC Acquisition Corp., created to acquire agriculture companies, agreed to acquire Tomball, Texas-based Westway, which makes animal feed, along with New Orleans-based Westway Terminals, which provides cold storage services. The seller is private, London-based ED&F Man Holdings Ltd., engaged in sourcing, delivery, and distribution of sugar and related products. Terms call for $103 million in cash and up to $122.3 million in equity, through issue of up to 24.3 million new shares and $37.3 million in equity through issuance of 7.4 million Series A convertible preferred shares, accruing dividends at a rate of $0.0344 per share each quarter until the seventh anniversary of the closing date. The liquidation preference will be the greater of $5.50 per share plus accrued but unpaid dividends, or their as-converted value. The shares are convertible into the common shares at a one-to-one ratio, subject to adjustment. Preferred holders also will be entitled to participate on an “as-converted basis” in any dividend or other distribution relating to common shares. In addition, Shermen will issue to ED&F 12.2 million Series A preferred shares in three increments, in case the Westway Group meets or exceeds either some EBITDA performance targets or some share price performance targets. The transaction is expected to be completed early next year.
Seller financial advisor: Lazard
Bidder financial advisor: Oppenheimer & Co
Seller legal advisor: Dewey & LeBoeuf
Bidder legal advisor: Dechert

Chicago Title Insurance Co. to buy Commonwealth Land Title Insurance Co. from LandAmerica Financial Group Inc. for $159 million

Chicago Title, a Chicago-based real estate insurance underwriter is a subsidiary of Fidelity National Financial Inc., the Jacksonville, Fla.-based provider of title insurance, specialty insurance, and related services. Commonwealth Land Title, based Faifax, Va., is a title insurance underwriter that is owned by LandAmerica Financial, of Glen Allen, Va., a provider of real estate transaction services. The acquisition is expected to close in December.
Seller financial advisor: Internal
Bidder financial advisor: Internal
Seller legal advisor: McGuireWoods; Wachtell Lipton Rosen & Katz; Williams, Mullen, Clark & Dobbins; Willkie Farr & Gallagher
Bidder legal advisor: Dewey & LeBoeuf

Fidelity National Title Insurance Co. to buy Lawyers Title Insurance Corp. and United Capital Title Insurance Co. from LandAmerica Financial Group Inc for $139 million

Fidelity National Title, a subsidiary of Fidelity National Financial, agreed to acquire Richmond, Va.-based Lawyers Title and Los Angeles-based United Capital Title from LandAmerica Financial. Fidelity will pay $123.2 million for Lawyers Title and $16.23 million for United Capital, with both transactions expected to close in December.
Seller financial advisor: Internal
Bidder financial advisor: Internal
Seller legal advisor: McGuireWoods; Wachtell Lipton Rosen & Katz; Williams, Mullen, Clark & Dobbins; Willkie Farr & Gallagher
Bidder legal advisor: Dewey & LeBoeuf

Stantec Inc. to buy Jacques Whitford Inc. for $113 million

Edmonton, Canada-based Stantec, which provides professional consulting services, agreed to acquire private, Dartmouth, Canada-based Jacques Whitford, which provides engineering services, in a transaction expected to closed in January 2009.
Seller financial advisor: Internal
Bidder financial advisor: Internal
Seller legal advisor: Internal
Bidder legal advisor: Internal

Maesa SA to buy Zorbit Resources for $50 million

Levallois-Perret, France-based Maesa, a designer and manufacturer of beauty products, agreed to acquire private, New York City-based Zorbit Resources, which designs and manufactures tailor-made beauty products. The price includes $12.5 million due at closing, a price supplement of up to $14.2 million to be paid in April 2009, and an earnout of up to $23.3 million to be based on estimated EBITDA for 2009 and 2010. The transaction is expected to close by Dec. 31.
Seller financial advisor: Not Available
Bidder financial advisor: EuroLand Finance
Seller legal advisor: Not Available
Bidder legal advisor: Not Available

Roche Holding AG to buy Memory Pharmaceuticals Corp. for $48 million

Basel, Switzerland-based Roche, a research-focused pharmaceuticals group, launched an offer to acquire Montvale, N.J.-based biopharmaceutical firm Memory, which does research and development for drugs for central nervous system disorders. The offer price is 61 cents a share for all Memory’s 82.24 million shares outstanding, a premium of 306.66 percent.
Seller financial advisor: Lazard
Bidder financial advisor: Not Available
Seller legal advisor: Covington & Burling
Bidder legal advisor: Davis Polk & Wardwell

FGX International Inc. to buy Dioptics Medical Products Inc. for $43 million

Smithfield, R.I.-based FGX, a retailer of reading glasses and sunglasses and a wholly owned subsidiary of FGX International Holding Ltd., agreed to acquire private San Luis Obispo, Calif.-based Dioptics Medical Products Inc, engaged in retailing sunglasses. Terms call for issuance of 952,380 shares of FGX International, valued at $10 million, and $35 million in cash, including $2.3 million of net cash acquired.
Seller financial advisor: Internal
Bidder financial advisor: VRA Partners
Seller legal advisor: Katten Muchin Rosenman
Bidder legal advisor: Edwards Angell Palmer & Dodge

source: mergermarket