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dealReporter Risk Arbitrage Weekly Overview 22 July 2010 - 29 July 2010

Deal Reporter
  • Yesterday saw the long expected bwin / PartyGaming deal go live. The company will combine under a reverse takeover with bwin shareholders being offered 12.23 shares in the new PartyGaming entity, which is expected to be owned 51.6% by bwin, post-deal.
  • On Wednesday, S&P Ratings agencies announced it was placing Tomkins Plc on negative credit watch due to the current takeover bid by Pinafore Limited - the consortium comprised of Onex and the Canadian Pension Plan. S&P reasoned that the change reflected the perceived risk of a significantly increased leverage post-acquisition. Should this be the case, it would most likely negatively affect Tomkins current public debt rating. The agency noted the very limited information available on the capital structure of Tomkins Plc and the effect on its debt, post acquisition. Tuesday morning saw the Tomkins Plc deal go live. The Onex Corporation and Canadian Pension Plan consortium are forming Pinafore acquisition Limited as an acquisition vehicle for this purpose. The bid will be launched at GBP 3.25 per share and values the entire share capital at approx GBP 2.89 bn.
  • Also on Wednesday, Sperian Protection, currently the target of Hollywells’ public offer and expected to potentially receive a bid from Menelas, announced it had sold off its wielding mask business to the Swiss private investor, Marco Koch.
  • On Tuesday evening, Piraeus Bank announced that it would release further information regarding the capital raising required for its planned acquisition of ATEbank and TT Hellenic Postbank in due time. On Monday the Greek banks were the focus of attention again as it was announced by CEBS that ATE was among the European banks to fail the subscribed stress test. The Greek government announced that it intended to participate in the share capital increase.
  • On Tuesday afternoon, Marfin Popular, currently expected to combine with Marfin Egnatia Bank, responded to press speculation regarding a possible approach by ING. The Greek bank stated that it was unaware of any such move from its Dutch counterparty.
  • Tuesday also saw the results of the KazakhGold EGM released. KazakhGold shareholders voted in favour of the combination of KazakhGold with OJSC Polyus Gold. KazakhGold also announced the extension of the deadline for the acceptance of this private exchange offer. The end of last week had seen the focus mainly drawn on the KazahGold/ Polyus Gold deal as the former announced its subsidiary was voluntarily paid tax worth USD 32m to the Republic of Kazakhstan, which had previously been illegally refunded out of the state budget to former management. The Assaubayev family released a clarification on material issues not mentioned earlier regarding the action potentially to be taken by Kazakh authorities with respect to the KazakhGold / Polyus Gold deal and criminal investigation against current management. Polyus Gold saw itself issue a comment on press speculation stating it continued its committment to its involvement with KazakhGold and development of its assets. It added that it saw no reason as to why those regulatory approvals granted should cease to be valid. Last Thursday, Kazakhstan’s antitrust agency suspended its earlier permission for a subsidiary of Polyus Gold, Jenington International Ltd, to acquire shares in KazakhGold .
  • Tuesday afternoon also saw the announcement that NTT’s Dimension data deal was due to be reviewed under a simplified procedure by the European Commission. The Phase I deadline was set to 24 August.
  • Monday saw the emergence of another deal as Intec announced it was involved in preliminary talks in response to the company’s share price movement.
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