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dealReporter Risk Arbitrage Weekly Overview 20 January 2011 - 27 January 2011

Deal Reporter
28/01/2011
  • On Thursday Caledon agreed to a renewal of the Non-Solicitation Agreement with GRAM on the same terms as the initial Agreement made on 08 November 2010, which expired on 31 December 2010. GRAM announced its continued commitment to working with Caledon to complete the possible acquisition of Caledon at the original price of GBP 1.12 per share and is expecting to receive the necessary regulatory approvals by 28 February 2011.
  • At the Feintool AGM on Tuesday all the Board's proposals were approved by the shareholders, rlating to financial statements and dividend payments. In a discussion that followed regardeding the takeover bid for Feintool by Artemis Beteiligungen III, which is wholly controlled by Franke Artemis Holding AG, the Board announced they would publish its report to the shareholders once the definitive takeover bid has been presented.
  • BTG announced on Tuesday the High Court of Justice had sanctioned the Scheme of Arrangement, by which BTG's acquisition of Biocompatibles is to be implemented. Following the confirmation of the Reduction of Capital by the Court, for which a hearing will take place on 26 January 2011, it is expected that the last day of dealings in Biocompatibles shares will be 26 January 2011, and the listing of Biocompatibles shares will be cancelled on 28 January 2011.
  • Secretary of State for Culture, Olympics, Media and Sport Jeremy Hunt gave an update on the timeline and process as he considers the public interest issues relating to News Corporation's proposed acquisition of BSkyB on Tuesday. After receiving a report from Ofcom, the Secretary of State intends to refer the proposal to the Competition Commission for a further review of whether the proposal raises public interest considerations in respect of media plurality. However, prior to a final decision, the Secretary of State will first consider undertakings in lieu offered by News Corporation to address the concerns raised by Ofcom's report. News Corporation responded on the same day by expressing its disagreement with Ofcom's belief that the deal would be operate against the public interest, by acting against pluarlity in news provision for instance, and made a submission to the Secretary of State setting out at number of issues with Ofcom's report. Also on Tuesday, the Labour Party challenged Jeremy Hunt's decision to delay referral of the bid to the Competition Commission which the Shadow Culture, Media and Sport Secretary feels would be the right thing to do in the interest of a thorough and transparent investigation, after Hunt had received a clear recommendation from Ofcom to do so.
  • The Boards of Northern Foods and The Boparan Group announced on Monday they had reached agreement on the terms of a recommended cash offer to be made by Boparan for Northern Foods. Under the terms of the offer, Northern Foods shareholders will receive GBP 0.73 in cash for each share they hold. This offer price represents a premium of approximately 61.3% to the closing share price of GBP 0.453 pence per Northern Foods Share as at 16 November 2010 (being the last business day prior to the commencement of the offer period). It also represents a premium of 84.1% to the value of GBP 0.396 per Northern Foods Share implied by the exchange ratio of 0.4479 Greencore shares for every one Northern Foods Share under the terms of the Greencore merger using the closing share price of GBP 0.885 pence per Greencore share (based on a euro to pound sterling exchange rate of 0.8519) as at 16 November 2010 (being the last business day prior to the commencement of the offer period. The Northern Foods Directors intend to unanimously recommend that Northern Foods shareholders accept the Boparan offer, and have withdrawn their recommendation of the Greencore merger. Boparan acquired 22.4m Northern Foods shares on the same day, representing approximately 4.8% of the entire issued share capital. Subsequently Boparan and its concert parties are in total interested in 53.3m Northern Foods ordinary shares, representing approximately 11.4% of the issued share capital of Northern Foods. On Tuesday Greencore responded by asserting its belief that a combination of Northern Foods and Greencore should still appeal to both sets of shareholders as a compelling opportunity for value creation.
  • On Monday the ordinary and extraordinary shareholders meetings of Prysmian were convened and, amongst other business, approved the proposal of a capital increase. The resolved capital increase is for a maximum nominal amount of EUR 3,270,409.90, with the issue of a maximum number of 32,704,099 new ordinary shares of Prysmian, with a nominal value of EUR 0.10 each, and a share premium of EUR 12.94 per share, and therefore for a maximum total amount, inclusive of the share premium, of EUR 426,461,450.96. The capital increase is reserved to the shareholders of Draka Holding N.V. to serve the public mixed exchange and cash offer made by Prysmian for Draka.
  • The offer made by Achilles for Brit Insurance was extended on Monday, and will remain open for acceptance until the next closing date on 29 January 2011. As of 22 January 2011, the most recent closing date of the Offer, Achilles had received valid acceptances representing approximately 71.03 % of Brit Insurance shares.
  • On Monday De La Rue revealed it had received an an oral indication from Oberthur that it was prepared to increase its indicative proposal for the company to a price of GBP 9.35 per De La Rue share. The increased proposal represented a 69% premium to De La Rue's closing share price on 29 November 2010. The De La Rue unanimously rejected this revised proposal, as according to them it continued to significantly undervalue the company. Oberthur announced its decision to withdraw on the same day, announcing it no longer intended to make an offer for De La Rue, and contesting that the proposal made was in fact full and fair.
  • The expiration date of the offer of Axcan for all outstanding shares of Eurand was extended, it was announced by the companies last Thursday.The new expiration date is 03 February 2011. At the time of the announcement, approximately 80.235% of shares had been tendered.
  • Last Thursday the offer for Wellstream made by General Electric was extended, so the next closing datte will be 03 February 2011. At the time of the first closing date of the offer, on 20 January 2011, General Electric had received acceptances in respect of approximately 59.29% of Wellstream shares.
  • ACS announced it had received acceptances representing 4.3353% of Hochtief after the closing of the second and last period of acceptance of the offer, which ended on 18 January 2011. Added to the shares ACS already holds through its unit Cariatide, there are a total of 31.5873% acceptances. As all requirements for the offer have been complied with, ACS believes the offer is likely to be closed in the first days of February.
  • DuPont announced last Thursday its subsidiary, DuPont Denmark Holding, had commenced its public offer for Danisco, at a price of DKK 665 in cash per share. The offer price represents a premium of 25.5 percent compared to closing price on the last trading day prior to the announcement. Danisco’s board of directors has unanimously determined to recommend that Danisco shareholders accept the offer and tender their shares.The offer period ends on Feb. 22, 2011, unless extended as described in the offer document. The offer is conditioned upon, among other things, shareholders holding more than 90 percent of Danisco's shares accepting the offer, and necessary approvals and clearances from the relevant competition authorities in the European Union and China to complete the offer.
    • application/pdf iconPress Release 27 January 2011.pdf
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