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dealReporter Risk Arbitrage Weekly Overview 03 September 2010 - 10 September 2010

Deal Reporter
  • On Wednesday Dana Petroleum announced its acquisition of the UK assets of Petro-Canada UK. It followed this with its defence document against the offer by KNOC. The Board of Dana reiterated its advice to its shareholders to reject the unsolicited offer made by KNOC. The target company emphasised the situation of the company being within a period of transformational growth. The assessment by independent experts valued the company, excluding the PCUK assets, at between GBP21.20, based on average analyst forecasts of oil prices, and GBP 30.53, based on 3P NAV- expressing the view of Dana’s board that the GBP 18 offer by KNOC was inadequate. Furthermore, the Dana board said the offer by KNOC at GBP 18 was made before the bidder was aware of the targets exploration programme and the acquisition of the PCUK assets announced the same morning, but came before results of Dana’s near-term drilling programme.

    KNOC responded this morning by re-stating its intention is not to raise its offer for Dana and the company does not believe that the defence document released any further information that impacted on the Korean company’s view on the value of the acquisition. In accordance with the withholding of a recommendation by the board of Dana, KNOC waives its right to increase an offer with such a recommendation or in light of material new information after the date specified by the Takeover Code. It reserves to increase its offer price under the circumstance that a rival bid should emerge.

  • As part of a 2.8bn capital strengthening programme the National Bank of Greece announced a right issue worth EUR 631 on Wednesday morning. The rights are to be issued at EUR 5.20. The holders of NBG shares are entitled to one new share for each 5 shares held. The rights issue is part of a EUR 1.8bn equity capital raising which will also see the company offer convertible equity notes. The remaining capital is to be raised by a public offering for a minority stake in Finansbank, NBG’s Turkish subsidiary. NBG will continue to hold at least 75% of Finansbank.
  • Wednesday morning saw the announcement of a new live deal as Swisscom launched an offer for the remaining 17.9% of shares in Fastweb not currently in its ownership. The deal will offer minority shareholders EUR 18 per share in cash, which represents a premium of 34.6% to the closing price of Fastweb on the last trading day prior to the formal announcement. The overall value of the deal thus lies at EUR 256m. Swisscom aims to delist Fastweb from the Milan stock exchange if the offer is successful.
  • On Wednesday BW Offshore announced that it was extending the offer period for Prosafe Production. The initial offer period ran from the 29 Jul to the 25 August. The first extension was announced on the 16 August, setting the end of the offer period as the 8 September. This has now been extended for a second time till the 10 September.

    On Tuesday the EC Phase I Deadline for the SSL/ Reckitt Benckiser deal was announced as set as the 11 October.

  • On Tuesday Scott Wilson and URS announced that the scheme of arrangement between the two companies had been sanctioned by the courts. The scheme is expected to become effective on the 10 September at which point the Scott Wilson shares will be cancelled on the London Stock Exchange.
  • On Monday morning a new European live deal was announced as Alfa Laval Corporate launched an all cash offer for the Swedish Munters at SEK 68 per share. The offer values the entire company at SEK 5.027bn and a premium of 29.5% to the closing price of Munters’ share price last trading day previous to offer announcement. Subject to conditions the largest shareholders, AB Industrivärden and Investment AB Latour, who together hold approximately 29.6%, have agreed to accept the offer. Settlement is expected for this offer on the 15 of October, 2010.
    The board of Munters responded by announcing that they were evaluating the offer and would publish a full response within the following two weeks.
    For the purpose of providing additional information in relation to the offer by Alfa Laval Corporation Munters disclosed an increase in orders taken in June, July and August. The Year on year increases ranged from 18%-25%.
  • On Monday Shire Pharmaceuticals announced the opening of the recommended tender offer for Movetis shares. It is scheduled to close on the 27 September.
  • On Saturday it was also announced that Snai, the Italian online gambling group, confirmed that it had received interest from various parties. Bidders named were Investindustrial, Clessidra and Sisal.
  • Last Thursday Spice said it is in advanced discussion regarding an offer of GBP 0.70 per share from Cinven with an additonal special dividend payment to Spice shareholders of GBP 1.22 per share. The board intends to recommend this offer. All discussions with another potential offeror have been terminated. Spice has ended talks with another potential offeror having first said on Wednesday that it was in talks with a rival bidder.
  • On Friday Emerson announced that it had completed its aquisition of Chloride Group, for the previously announced approx USD 1.5 bn. Last Thursday it had been announced that the reduction in capital needed for the Scheme of arrangement between Chloride and Emerson Electric , via its subsiduary Rutherfurd Acquisitions, has been sanctioned by the courts. On Tuesday Chloride said that the scheme of arrangement with Rutherfurd Acquisitions, the vehicle for Emerson Electric was sanctioned by the High court.
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