M&A

Deals: Mid-sized M&A Rules the Week

In our M&A Roundup for the week ending Jan. 25, while Pfizer-Wyeth was being nailed down quietly, only smaller transactions took shape, led by a $5...
Roy HarrisJanuary 26, 2009

While the Pfizer-Wyeth pharmaceutical merger was taking shape behind closed doors last week, deals that were actually struck were few and relatively small.

Only two, in fact — software company Autonomy Corp.’s $584-million purchase of Interwoven Inc., and UBS AG’s $150-million deal for the commodity index business of AIG Financial Products Corp. — topped $100 million, according to data provided to CFO.com by mergermarket.

Expect Pfizer’s blockbuster to be reflected in next week’s numbers, possibly along with the sale of Wrigley Field for $900 million to the family of Tom Ricketts, a son of TD Ameritrade Holding Corp. founder J. Joe Ricketts. That deal was reported to be in the final stages at week’s end, although financing was yet to be nailed down.

For the week ended Sunday, barely more than $1 billion of North American deals had been struck — 25 transactions in all. That was down from 32 deals worth $1.32 billion in the prior week. For the year to date, there have been 115 North American transactions with a value of $7.11 billion, sharply off from the 350 deals worth $52.86 billion at this time last year.

Autonomy Corp. to buy Interwoven Inc. for $584 million

San Jose, Calif.-based content-management software company Interwoven definitively agreed to be acquired by Autonomy Plc, a Cambridge, UK-based software developer and distributor. Both boards approved the merger at $16.20 a share, offering a premium of 36.8 percent. The implied equity value of the transaction is about $746.78 million, and it is expected to close in the second quarter.
Seller financial advisor: Barclays Bank
Bidder financial advisor: Deutsche Bank; Morgan Stanley
Seller legal advisor: Fenwick & West; Gibson Dunn & Crutcher (advising Barclays Bank)
Bidder legal advisor: Morgan Lewis & Bockius

UBS AG to buy the Commodity Index business of AIG Financial Products Corp. for $150 million

Zurich-based banking and financial services provider UBS agreed to acquire the Wilton, Conn.-based AIG operations, part of financial services provider American International Group under terms that call for an upfront payment of $15 million and an earnout of $135 million in the next 18 months, depending on future earnings of the acquired business. The acquisition also includes AIG’s rights to the Dow Jones-AIG Commodity Index. The transaction is expected to close by May.
Seller financial advisor: Morgan Stanley
Bidder financial advisor: UBS
Seller legal advisor: Weil Gotshal & Manges
Bidder legal advisor: Not Available

Qualcomm Inc. to buy the handheld graphics and multimedia assets of Advanced Micro Devices Inc. for $65 million

San Diego-based digital wireless communication products provider Qualcomm paid cash for the handheld-oriented business of Sunnyvale, Calif.-based microprocessor and graphics product provider Advanced Micro Devices.
Seller financial advisor: Not Available
Bidder financial advisor: Not Available
Seller legal advisor: Latham & Watkins
Bidder legal advisor: Not Available

Riverbed Technology Inc. to buy Mazu Networks Inc. from Benchmark Capital Management Co LLC, Greylock Partners, Matrix Partners, Pilot House Ventures Group LLC, StarVest Partners LP, and Symantec Corp. for $47 million

San Francisco-based Riverbed, a provider of WAN optimization products, agreed to acquire Cambridge, Mass.-based Mazu, which helps organizations manage, secure, and optimize the availability and performance of global applications. The sellers are private equity firms Greylock Partners of San Mateo, Calif.; Matrix Partners of Waltham, Mass.; and Boston-based venture capital firm Pilot House; along with Menlo Park, Calif.-based venture capital firm Benchmark Capital; New York City-based network security software firm StarVest; and Cupertino, Calif.-based network security software company Symantec. The cash price includes earnouts of $22 million. As part of the consideration, Riverbed will pay $25 million in cash at closing and the $22-million earnout on achieving $35 million in bookings for the first 12-month period after closing. The transaction is expected to be complete by end of the first quarter.
Seller financial advisor: Not Available
Bidder financial advisor: Internal
Seller legal advisor: Gunderson Dettmer Stough Villeneuve Franklin & Hachigian
Bidder legal advisor: Cooley Godward Kronish

VeriSign Inc. to buy Certicom Corp. for $39 million

Mountain View, Calif.-based digital infrastructure services provider VeriSign offered to acquire all outstanding shares of Certicom Corp, ae Mississauga, Canada-based provider of cryptography products for software vendors and device manufacturers. Terms call for $1.66 to be offered for each Certicom share, creating an implied equity value of about $72.7 million. The offer provides a premium of 25.7 percent.
Seller financial advisor: TD Securities
Bidder financial advisor: Internal
Seller legal advisor: Blake Cassels & Graydon
Bidder legal advisor: Osler Hoskin & Harcourt

International Game Technology to buy Progressive Gaming International Corp. for $30 million

Reno, Nev.-based computerized gaming machine and systems maker and provider International Game Technology acquired Las Vegas-based Progressive Gaming, a provider of integrated casino management systems software and games for the gaming industry.
Seller financial advisor: Not Available
Bidder financial advisor: Not Available
Seller legal advisor: Not Available
Bidder legal advisor: Not Available

Lincoln Educational Services Corp. to buy Americare School of Nursing, Baran Institute of Technology, Connecticut Culinary Institute, certain assets of Education Properties LLC, Engine City Technical Institute, and certain assets of Hartford Urban Ventures LLC for $25 million

West Orange, N.J.-based Lincoln Educational is a provider of career education and training. Its acquisitions are East Windsor, Conn.-based Baran; Hartford, Conn.-based Connecticut Culinary; Fern Park, Fla.-based Americare; South Plainfield, N.J.-based Engine City. Some assets are being acquired of Hartford-based Hartford Urban Ventures and Education Properties, which provides support services to Baran.
Seller financial advisor: Not Available
Bidder financial advisor: Not Available
Seller legal advisor: Not Available
Bidder legal advisor: Shearman & Sterling

Hilco Equity Partners LLC to buy Niman Ranch Inc. for $22 million

Illinois-based Natural Food Holding agreed to acquire Alameda, Calif.-based Niman Ranch, a producer of natural and organic meats.
Seller financial advisor: Not Available
Bidder financial advisor: Not Available
Seller legal advisor: Not Available
Bidder legal advisor: Not Available

WesBanco Inc. to buy five Columbus, Ohio, branches of AmTrust Bank for $21 million

Wheeling, W.V.-based WesBanco agreed to acquire the five branches from AmTrust, a private Cleveland-based bank.
Seller financial advisor: Bank of America Merrill Lynch
Bidder financial advisor: Stifel, Nicolaus & Company
Seller legal advisor: Sullivan & Cromwell
Bidder legal advisor: Phillips, Gardill, Kaiser & Altmeyer; Porter Wright Morris & Arthur

Sociedad Punta del Cobre SA to buy an undisclosed stake in Explorator Chile from Explorator Resources Inc. for $18 million

Private, Santiago, Chile-based Sociedad Punta del Cobre operates, produces, and explores for mineral deposits. It agreed to pay cash for Explorator Chile, a unit of Toronto-based Explorator Resources, an exploration company.
Seller financial advisor: Not Available
Bidder financial advisor: Not Available
Seller legal advisor: Not Available
Bidder legal advisor: Not Available

source: mergermarket