M&A

Deals: Fertilizer, Roller Coasters, and Gold

In our M&A Roundup for the week ended March 22, a diverse lot of billion-dollar deals helps keep the totals respectable — though far short of the p...
Roy HarrisMarch 23, 2009

Three billion-dollar transactions — in a diverse range of agricultural, theme-park, and gold-mining businesses — kept North American dealmaking at a respectable volume of $4.89 billion last week.

Leading the merger-and-acquisition scene was Calgary-based Agrium Inc.’s hostile bid for fertilizer-products company CF Industries Holdings Inc., weighing in at $3.48 billion. It was followed by Goldman Sachs’s $1.41-billion tender offer to take majority control of Osaka-based theme park Universal Studios Japan. The third-largest deal was hedge fund Paulson & Co.’s $1.28-billion purchase of 11.3 percent of Johannesberg’s AngloGold Ashanti Ltd., according to data provided to CFO.com by mergermarket.

While last week’s 26 deals were two more than the prior week, the more recent week’s volume was a barely one-tenth the $46.84 billion recorded in the earlier period. That earlier week included the $43.2-billion Merck purchase of Schering-Plough, which tended to skew the totals.

In the year to date, 461 transactions now have been worth $192.42 billion. Again because of the larger number of monster deals this year, the value of this year’s dealmaking — $192.42 billion — sharply exceeds the $132.65 billion that was recorded at this time of 2008.

Agrium Inc. to buy CF Industries Holdings Inc. for $3.48 billion

Agrium, a Calgary, Canada-based producer and marketer of agricultural nutrients and industrial products, made an unsolicited proposal to acquire the shares of CF Industries, a Deerfield, Ill.-based investment holding company with interests in fertilizer products. As a condition of the tender offer, CF will have to cancel its own tender offer for another firm, Terra Industries. Terms of the Agrium-CFO bid call for an Agrium share and $31.70 per share of CF to be exchanged for each CF share. The $72-a-share value offers a premium of 29.5 percent. The implied equity valued of the transaction is $3.75 billion. Agrium says the proposal is not subject to a financing condition, given that the company has sufficient cash resources and committed financing underwritten by Royal Bank of Canada and the Bank of Nova Scotia.
Seller financial advisor: Morgan Stanley
Bidder financial advisor: RBC Capital Markets; Scotia Capital
Seller legal advisor: Skadden Arps Slate Meagher & Flom
Bidder legal advisor: Blake, Cassels & Graydon; Paul Weiss Rifkind Wharton & Garrison; Shearman & Sterling (Advising RBC Capital Markets)

Goldman Sachs to buy USJ Co Ltd. for $1.41 billion

New York City-based investment banking, securities, and investment management firm Goldman made a cash tender offer to acquire Universal Studios Japan Co. Ltd., the Osaka, Japan-based theme park. Goldman will establish a joint venture with Crane Holdings, forming SG Investment, to pay $521.52 in cash per USJ share, a 22.85-percent premium. The transaction will be funded by a syndicated loan from Sumitomo Mitsui Bank Corp, DBJ, Bank of Tokyo-Mitsubishi UFJ, Mizuho Corp. Bank, Nomura Capital, Sumitomo Trust, GE Financial Services, Calyon Bank, and Chuo Mitsui Trust and Banking. The transaction is subject to a minimum acceptance of 80.86 percent of the shares. The transaction is reported to be intended to increase Goldman’s control of USJ to 61-percent from the current 41 percent.
Seller financial advisor: Daiwa Securities Group
Bidder financial advisor: Goldman Sachs; Nomura Securities
Seller legal advisor: Nishimura & Asahi
Bidder legal advisor: Not Available

Paulson & Co. Inc. to buy an 11.3-percent stake in AngloGold Ashanti Ltd. from Anglo American Plc for $1.28 million

Privately New York City-based hedge fund Paulson acquired the stake in AngloGold, a Johannesburg, South Africa-based gold mining company. The seller, Anglo American, is a London-based mining and natural resources group. Terms call for $32 per share to be offered for a maximum of 39,911,282 shares, representing a discount of 4.76 percent.
Seller financial advisor: Deutsche Bank; Goldman Sachs; UBS
Bidder financial advisor: Not Available
Seller legal advisor: Not Available
Bidder legal advisor: Not Available

Cisco Systems Inc. to buy Pure Digital Technologies Inc. from Benchmark Capital and Sequoia Capital for $590 million

Cisco, the San Jose-based provider of networking solutions, agreed to acquire private, San Francisco-based Pure Digital, a manufacturer of camcorders. Sellers Benchmark and Sequoia are private Menlo Park, Calif.-based venture capital firms.
Seller financial advisor: Internal
Bidder financial advisor: Internal
Seller legal advisor: Gunderson Dettmer Stough Villeneuve Franklin & Hachigian
Bidder legal advisor: Fenwick & West

Ecopetrol SA to buy a 24.7-percent stake in Oleoducto Central SA from Enbridge Inc. for $418 million

Bogota, Colombia-based exploration and production company Ecopetrol S.A agreed to acquire the stake in Oleoducto, a Bogota-based oil pipeline, from Calgary, Canada-based Enbridge, an energy transportation and distribution operator of crude oil and liquids pipeline system. The transaction was approved by both boards and is expected to close on March 17.
Seller financial advisor: Not Available
Bidder financial advisor: Not Available
Seller legal advisor: Baker & McKenzie
Bidder legal advisor: Shearman & Sterling

Acuity Brands Lighting Inc. to buy Sensor Switch Inc. for $205 million

Sensor Switch, a private, Wallingford, Conn.-based developer of occupancy sensor products and technology for lighting control, definitively agreement to be acquired by Atlanta-based Acuity Brands, which specializes in lighting fixtures. The cash payment will be funded from available cash and from borrowings under an existing credit facility, and is expected to close in 30 days.
Seller financial advisor: Not Available
Bidder financial advisor: Not Available
Seller legal advisor: Robinson & Cole
Bidder legal advisor: McGuireWoods

Inverness Medical Innovations Inc. to buy the Second Territory Rapid diagnostics business of ACON Laboratories Inc. from ACON for $200 million

Inverness., a Waltham, Mass.-based manufacturer of diagnostic products for consumers and professionals, agreed to acquire the diagnostic businesses from private, San Diego-based ACON, a manufacturer and provider of rapid diagnostic tests and products, for a cash and equity . Inverness will pay $132 million in cash and $68 million through issuing common stock. Payment will be made in tranches, with the first occurring on completion of the transaction and the second in October 2011. The transaction is expected to close on April 30.
Seller financial advisor: Not Available
Bidder financial advisor: Not Available
Seller legal advisor: Not Available
Bidder legal advisor: Not Available

KBL Healthcare Acquisition Corp. III to buy PRWT Services Inc. for $140 million

New York City-based black-check company KBL, which was established to invest in businesses in healthcare-related industries, based venture capital firm, is part of venture capital firm KBL Healthcare Ventures. The blank-check company’s agreement would let it acquire private, Philadelphia-based PRWT, a provider of business process outsourcing and facilities management services and manufacturer of active pharmaceutical ingredients. Terms call for KBL to merge with a newly formed, wholly owned subsidiary of PRWT, with PRWT being recapitalized. All outstanding KBL common and warrants automatically convert into the same number of securities of PRWT. PRWT management will hold a majority stake in the combined entity, and PRWT holders will receive 11.95 million shares of the combined entity and cash of $3.5 million. PRWT’s net debt of $45 million will be assumed. Management of PRWT may receive an additional 8 million shares based on certain performance achievements, including meeting yearly EBITDA targets. The transaction is expected to close in the third quarter.
Seller financial advisor: Internal
Bidder financial advisor: Internal
Seller legal advisor: Blank Rome
Bidder legal advisor: Graubard Miller

American Tower Mauritius to buy Xcel Telecom Pvt Ltd. from Horse-Shoe Capital LLC for $137 million

American Tower, a Mauritius-based telecommunication services company that is wholly owned by Boston-based American Tower Corp., agreed to acquire Xcel Telecom, a private, Mumbai-based provider of telecom infrastructure services. Seller Horse-Shoe is a private Minden, Nev.-based investment company and an affiliate of Q Investments LP, the private, Fort Worth-based private equity firm. Completion is expected in the second quarter.
Seller financial advisor: Edelweiss Capital
Bidder financial advisor: Not Available
Seller legal advisor: Not Available
Bidder legal advisor: Not Available

Kinross Gold Corp. to buy a 22.5-percent stake in Harry Winston Diamond Mines Ltd. from Harry Winston Diamond Corp. for $104 million

Kinross, a Toronto-based gold mining company, agreed to acquire the stake in Toronto-based Harry Winston Diamond Mines, from Harry Winston Diamond Corp., a Toronto-based diamond mining and retail company that holds 40 percent of the Diavik diamond mine. The deal gives Kinross a 9-percent stake in the Diavik mine. Kinross also agreed to subscribe to 15.2 million shares of Harry Winston at $3 each. The transaction is expected to close within two weeks.
Seller financial advisor: Not Available
Bidder financial advisor: Morgan Stanley
Seller legal advisor: Not Available
Bidder legal advisor: Not Available

source: mergermarket

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