M&A

Deals: A “Mini” Year in Our Midst

In our M&A Roundup for the week ending Jan. 11, companies strike 37 deals, but only three are worth more than $100 million.
Roy HarrisJanuary 12, 2009

The year of the mini-deal has arrived.

Among North American mergers and acquisitions, 37 deals were arranged in the week ended Sunday. But the largest — TD Ameritrade Holding Corp.’s arrangement to buy online brokerage thinkorswim Group Inc. — was valued at $602 million. And only two other deals had price tags of more than $100 million: Endo Pharmaceuticals Holdings Inc.’s purchase of Indevus Pharmaceuticals Inc. for $396 million, and Lions Gate Entertainment Corp.’s $255 million purchase of TV Guide Online Inc. from Macrovision Solutions Corp.

MasterCard’s deal to buy Orbiscom Ltd. from HgCapital weighed in at exactly $100 million. In counting off the top 10 North American transactions, though, number 10 was worth a mere $8 million.

For the week, the 37 transactions accounted for total value of $1.32 billion. In the prior seven days, 16 deals were struck, for a total value of $1.52 billion, according to data provided to CFO.com by mergermarket.

TD Ameritrade Holding Corp. to buy thinkorswim Group Inc. for $602 million

New York-based thinkorswim Group Inc., a provider of online brokerage, investor education, and related financial products and services, definitively agreed to be acquired by Omaha-based securities brokerage-services provider TD Ameritrade. Both boards approved the merger at a price of $3.34 and 0.3980-share of TD per share, for a total of $8.70 a share, representing a premium of 53.9 percent. The implied equity value of the transaction, expected to close around June 8, is approximately $578.54.
Seller financial advisor: Paragon Capital Partners; UBS
Bidder financial advisor: Merrill Lynch
Seller legal advisor: Cleary Gottlieb Steen & Hamilton; Dewey & LeBoeuf (advising UBS)
Bidder legal advisor: Weil, Gotshal & Manges (advising Merrill Lynch); Wilson Sonsini Goodrich & Rosati

Endo Pharmaceuticals Holdings Inc. to buy Indevus Pharmaceuticals Inc. for $396 million

Lexington, Mass.-based specialty pharmaceutical company Indevus Pharmaceuticals definitively agreement to be acquired by Endo Pharmaceuticals, a Chadds Ford, Pa.-based specialty pharmaceutical company. Both boards approved the deal at a pirce of $4.50 that provides a 42.8-percent premium. The implied equity value is about $351.6 million, and the deal is expected to close in the first quarter.
Seller financial advisor: UBS
Bidder financial advisor: Morgan Stanley
Seller legal advisor: Burns and Levinson, Dewey & LeBoeuf (advising UBS)
Bidder legal advisor: Skadden Arps Slate Meagher & Flom, Sullivan & Cromwell (advising Morgan Stanley)

Lions Gate Entertainment Corp. to buy TV Guide Online Inc. from Macrovision Solutions Corporation for $255 million

Santa Monica, Calif.-based studio Lions Gate Entertainment agreed to acquire New York-based TV Guide Online Inc. from Macrovision Solutions, a Santa Clara, Calif.-based digital entertainment provider. Terms call for Lions Gate to acquire TV Guide Network and TV Guide Online properties.
Seller financial advisor: UBS
Bidder financial advisor: Piper Jaffray & Co
Seller legal advisor: Cooley Godward Kronish
Bidder legal advisor: O’Melveny & Myers

MasterCard to buy Orbiscom Ltd. from HgCapital for $100 million

Purchase, N.Y.-based global payments company MasterCard acquired Dublin-based Orbiscom, a maker of payment software, from London-based HgCapital, an institutional fund manager and private equity firm. The price includes earn-outs payable.
Seller financial advisor: PricewaterhouseCoopers (PwC) Corp Fin
Bidder financial advisor: Goldman Sachs
Seller legal advisor: Maples and Calder; Matheson Ormsby Prentice
Bidder legal advisor: Arthur Cox; Paul Weiss Rifkind Wharton & Garrison

Alpha Arizona Corp. to buy Soya China Pte Ltd. from Bright Strong Investments Ltd., Special Result Ltd., and Splendid International Holdings Pte Ltd. for $90 million

Alpha Arizona, an Arizona-based unit of New York-based special purpose acquisition company Alpha Security Group Corp., is interested in manufacturing, developing, and selling soybean products. China-based Soya China Pte Ltd., which Alpha Arizona has agreed to acquire, makes, develops, and sells soybean products. Sellers Bright Strong Investments and Special Result are British Virgin Island-based holding companies, and Splendid International is based in Singapore. Terms call for $30 million in cash to be paid, with the balance of $59.85 million representing issuance of 6.3 million new shares of Alpha Security. The price also includes an additional issue of 6 million new Alpha shares if adjusted-net-income thresholds of $19.5 million, $26 million, and $34 million are reached for the combined company for years ending Dec. 31 in 2009, 2010, and 2011. Further, 3.15 million shares will be deposited in escrow account, to be released if the combined entity meets the thresholds of $12.8 million and $17.2 million for the years ending Dec. 31, 2008, and 2009.
Seller financial advisor: Internal
Bidder financial advisor: Earlybird Capital
Seller legal advisor: Dorsey & Whitney
Bidder legal advisor: Loeb & Loeb

The Brink’s Co. to buy Sebival-Seguranca for $50 million

Brazil-based Seguranca e Transporte de Valores, a subsidiary of Richmond, Va.-based Brink’s, a security company, agreed to acquire private, Campo Grande, Brazil-based Sebival-Seguranca Bancaria, a provider of cash-in-transit and payment processing services.
Seller financial advisor: Not Available
Bidder financial advisor: Not Available
Seller legal advisor: Not Available
Bidder legal advisor: Not Available

Atrium Innovations Inc. to buy Nutri-Health Supplements LLC for $24 million

Atrium Innovations, a Quebec City, Canada-based developer, manufacturer, and marketer of science based products for the cosmetics, pharmaceutical, chemical, and nutrition industries, acquired Cottonwood, Ariz.-based Nutri-Health Supplements, a developer, manufacturer, and marketer of probiotic and enzymes products, for cash.
Seller financial advisor: Columbia West Capital
Bidder financial advisor: Internal
Seller legal advisor: Snell & Wilmer
Bidder legal advisor: Duane Morris

NewStar Financial Inc. to buy Southern Commerce Bank NA from Dickinson Financial Corp. for $19 million

Boston-based NewStar, a specialized commercial finance company focused on the middle market, definitely agreed to acquire Tampa-based Southern Commerce Bank from private, Kansas City, Kans.-based Dickinson Financial, a holding company for Academy Bank, Armed Forces Bank, Armed Forces Bank of California, Bank Midwest, Southern Commerce Bank, and Sunbank. Terms call for another $17.5 million to be payable if Dickinson exercises its option to have the transaction treated as an asset sale under Section 338 of the Internal Revenue Code. The transaction is expected to close in the first quarter.
Seller financial advisor: Sandler O’Neill Partners
Bidder financial advisor: Not Available
Seller legal advisor: Internal
Bidder legal advisor: K&L Gates

Dell Inc. to buy the consulting and solutions segments of Allin Corp. for $12 million

Round Rock, Texas-based computer and peripherals manufacturing company Dell agreed to acquire the consulting and solutions segments from private, Pittsburgh-based Allin, which is a Microsoft-focused designer and developer of enterprise platforms and systems. Terms of the agreement include Allin’s business units located in Pittsburgh and Philadelphia, along with locations in San Jose and Walnut Creek, Calif..
Seller financial advisor: Not Available
Bidder financial advisor: Not Available
Seller legal advisor: Not Available
Bidder legal advisor: Not Available

Digital Theater Systems Inc. to buy Neural Audio Corp. for $8 million

Angoura Hills, Calif.-based Digital Theater, a provider of audio systems for movie theaters and consumer electronics, acquired private, Kirkland, Wash.-based Neural Audio, a provider of audio technology and related products, for $7.5 million, and could pay another $7.5 million based upon performance of Neural Audio over the next five years.
Seller financial advisor: Not Available
Bidder financial advisor: Not Available
Seller legal advisor: Not Available
Bidder legal advisor: Not Available

source: mergermarket