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dealReporter Risk Arbitrage Weekly Overview 12 August 2010 - 20 August 2010

Deal Reporter
19/08/2010
  • This morning a new deal was announced between Mastercard Inc and the UK’s DataCash Group Plc. The acquisition is to be conducted via a scheme of arrangement and will offer the shareholders of DataCash Group plc a cash consideration of GBP 3.60 per share. This represents a 53.8% premium to yesterday’s XX closing price.
  • On Tuesday Alcon shareholders elected the directors picked by Novartis to replace the Nestle directors following the two companies stake transfer agreement. However, the Alcon independent Director Committee noted that approximately 91% of all of minority shareholders had voted against the designated directors. Previously, on Saturday, the Alcon / Norvartis deal received regulatory clearance from the China Minisrty of Commerce, subject to fulfillment of conditons with regards to their strong presence in the ophthalmological pharmaceuticals and consumer vision care products markets.
  • On Monday, BW Offshore announced an extention to the offer period for its bid for Prosafe by two weeks – the deal now closes on 8th September. Prosafe was quick to respond on Monday announcing that it would not recommend the deal to its shareholders. It said the consideration available in the case of the turret an swivel business is irrelevant as it is clear this would not be completed. The alternative consideration however was not considered adequate by the board due to its lack of premium. This was confirmed by two fairness opinions from its advisors.
  • Also on Monday, the Onex and the Canadian Pension Plan Investment Board’s bid for Tomkins was notified with the EC. The Phase I deadline is set for September 2010.
  • On Friday, Prisa announced that Liberty was in further talks with sponsors to raise further capital. Liberty filed that it had USD 100m further commitments to invest should its shareholders not wish to participate in the deal . The money will go towards financing new cash election options.
  • On Thursday, Dana announced that due to KNOC’s unwillingness to acknowledge the value of Dana s ongoing business development and to increase its indicated offer price for the company, it did not intend to proceed with discussion with the potential bidder company. KNOC also refused to agree to a non–disclosure agreement for the purpose of due diligence for the company. Dana’s management does not consider it appropriate to recommend this offer, as a result.
  • Also on Thursday, Dimension Data and NTT published the Offer Document for the entire outstanding share capital of Data Dimension as announced on the 15 July 2010. This included the first closing date of the offer of 12 noon London time, 10 September. On Wednesday it had been announced that the NTT / Dimension Data deal had gained all relevant regulatory clearances in the US with the early termination on 10 August 2010 of the Hart –Scott-Rodino waiting Period aft6er the review both by the Federal Trade Commission and the Department of Justice anti-trust Division. The Deal has also gained approval by the Committee of Foreign Investment in the US. The Deal remains subject to other anti-trust clearance in South Africa and by the EC. Both of these have been notified and the EC is reviewing the deal under simplified procedure.
    • application/pdf iconPress Release 20 Aug 2010.pdf
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