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dealReporter Risk Arbitrage Weekly Overview 15 September 2010 - 23 September 2010

Deal Reporter
23/09/2010
  • This morning Iberia announced that it intended to proceed with its merger with British Airways. Iberia said it had decided not to exercise its right to withdraw in relation to British Airways final agreement with the trustees of its pensions’ fund.
  • ACS on Thursday saw its trading suspended as Spanish press speculated it was preparing a takeover bid for Germany’s Hochtief AG. ACS confirmed the reports announcing that it planned to launch a bid offering 8 of its own shares for every 5 Hochtief shares, based on the average stock price over the last three months. ACS currently holds 30% in the company. The company later announced that it intended to increase its shareholding to more than 50% over time to allow for financial consolidation of the target. It is expected that Hochtief will remain a Frankfurt listed company with a substantial free float. ACS announced this morning that it had reached an agreement with three of its main shareholders regarding the lending of stock and its offer for Hochtief AG. ACS has pledges for an aggregate amount of 18.92% which it can used, in combination with its treasury stock, as payment for the offer.
  • On Tuesday Bafin informed Deutsche Bank that the required price for Deutsche Bank’s offer for Deutsche Postbank, based on a three month average of the target’s share price, would be set at EUR 25 per share. Deutsche Bank published the full terms of the planned rights issue with the full value amounting to EUR 10.2bn. The subscription ratio is set at 2 to 1 with a subscription price of EUR 33. The subscription period is to take place between 22 September and 5 October whilst the trading of the rights is scheduled to run from 22 September to 1 October on the German Stock Exchange and from 22 September to 29 September on the New York Stock Exchange. The new shares will be admitted to trading on 6 October 2010.

    S&P announced Thursday last week that the takeover of Deutsche Postbank by Deutsche Bank had prompted the ratings agency to place the target on credit watch with positive outlook. It further also placed its subsidiary BHW Bausparkasse AG on CreditWatch with positive implication, for its long term rating only.

  • On Tuesday Dana Petroleum announced the adjournment of its scheduled shareholder meeting regarding the acquisition of the PCUK assets. It said that as KNOC is prepared to provide consent for the acquisition shareholder approval was no longer necessary according to the requirements of the UK Takeovers and Mergers Panel. Dana reiterated its conviction that KNOC does not adequately appreciate the value added by this acquisition as detailed by an independent expert’s report.
  • On Tuesday Caledonian (Private) Investments announced it was not planning to take control of SeLoger.com. Caledonia announced last Thursday it was continuning to increase it stake in Seloger. Teh previous day Seloger responded to the offer by Axel Springer noting that neither the disposal agreement nor the timing had yet been made public. The board also stated that it believed EUR 34 per share insufficently reflected the embedded value of the company. In the morning it had been announced that Caledonian Investments held 10.41% in Seloger.com. On Friday SeLoger announced it had appointed Nomura as its financial advisor for the bid approach received from Axel Springer.
  • Also on Tuesday Tomkins announced that the courts had sanctioned the scheme of arrangement with Pinafore acquisitions. The expected date for the cancelation of Tomkins shares on the LSE is the 28 September 2010.
  • Wellstream Holdings confirmed Tuesday it was a target and had received a number of approaches. Further announcements are expected in due course.
  • On Monday Swisscom announced that it had submitted the required prospectus for its offer to the minority shareholders of Fastweb. The company is expecting the offer period to commence in the second week of October and end in mid November.
  • On Sunday the results of the Banco Sabadell’s EGM of 18 September were announced. The EGM was attended by 68.4% of shareholders and the takeover bid for Banco Guipuzcoano was approved.
    Brit Insurance updated the market on its potential takeover situation on Saturday. Apollo Management formed a consortium with CVC advised funds which has made an indicative proosal of GBP 10.75 per share. Shareholders will also receive a Contingent Value Right which will entitle them to up to a further GBP 0.25 per share dependant on the pro-forma end of year NTA. The independent directors of Brit Insurance expect to recommend the offer if all other conditions and terms are acceptable. The indicative offer price will be reduced by GBP 0.30 to reflect the distribution of the Interim Dividend due to be paid in December 2010.
  • On Friday National Bank of Greece announced that the Athen’s exchange had approved its capital raising programme. NBG will be conducting a rights issue at a ratio of 1 new share for 5 old shares at a price of EUR 5.20. It will also be issuing convertible bonds in favour of long term shareholders with a ratio of 3 converts offered for each 8 old shares held. The converts will have an issue price, par value and conversion price of EUR 5.20. The ex-right date was set as the 21 September and the subscription period is to run from the 27 of September until 11 October. With the rights trading between 27 September and the 5 October.
  • On Friday it was also announced that Johnson & Johnson were in advanced talks for a cash public offer for Crucell NV at an offer price of EUR 24.75. Johnson& Johnson are expecting to pay EUR 1.7bn for all shares in Crucell NV not already owned by the potential bidder.
  • On Thursday BW Offshore announced it would increase the cash offered to shareholders of Prosafe Production to NOK 3. Prosafe Production has recommended the transaction to its shareholders and Prosafe SE and Prosafe Holdings Ltd have given conditional pre-acceptances amounting to 9.94% of the targets shares. The offer period is to be extended until the 30 September.
  • KazakhGold announced on Wednesday last week that it would extend the deadline for acceptances of the Private Exchange offer for the combination with Polyus Gold until the 29 October 2010.
    • application/pdf iconPress Release 23 Sep 2010.pdf
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