- Novartis said this morning that a swiss legal expert had confirmed Novartis legal position for the takeover of Alcon Inc under the Swiss Merger Act, contradicting the views of the Independent Directors Committee of Alcon. According to the expert the merger is subject to approval by the entire board. It cannot be delegated to or vetoed by the Independent directors alone. The directors are not compromised by the fact that they are nominated by a majority shareholder nor is the approval of the merger by board and majority shareholder alone. Similarly the board is entitled to amend organizational regulations. The creation of the Alcon IDC litigation trust is contrary to the relevant law as it creates a conflict of interest between the obligations as Alcon board members and the litigation trust.
- On Wednesday Nordic Capital, announced a rival and recommended tender offer to the current offer for Munters AB by Alfa Laval. Cidron Interessenter AB, a company indirectly wholly owned by the Swedish private equity firm has tabled a cash offer worth SEK 73 per share representing a premium of 7.4% over the Alfa Laval AB bid.
Previously on Friday the board of Munters had announced that whilst they considered Munters to have the long term potential to be of more value than the Alfa Laval offer, in the short term the price was not to be considered unfair. At the time, the company stated that it would pursue other potential bidders.
- Also on Wednesday morning it was announced that British Airways and AA/Iberia had signed a joint revenue share and cooperation agreement on flights between the EU, Switzerland and Norway and the US, Mexico and Canada. Iberia announced last Thursday that it intended to proceed with its merger with British Airways despite its right to withdraw in relation to British Airways final agreement with the trustees of its pensions’ fund.
- On Tuesday the European Commission recorded that the Spice/Cinven deal had been notified and that it would be investigated under a simplified procedure with a deadline on November 3.
Previously on Monday the Spice/Cinven deal went live as it was announced that Spice would recommend the acquisition, at GBP.70 per share, by Cilantro Acquisition Limited – formed, managed, and advised by Cinven - by way of scheme of arrangement. The offer represented a premium of 40.7% over the closing price of Spice before the original announcement.
- Also on Tuesday Axel Springer filed with the AMF a draft offer document for SeLoger.com. Axel Springer had previously announced the acquisition of a 12.4% stake on September 9 and a subsequent public offer at EUR 34 per SeLoger.com share. On Friday Axel Springer had announced that it commenced the share placement in connection with its “digitalization and internationalization” strategy.
- On Tuesday morning Datacash had announced the results of its EGM for the recommended cash offer by Mastercard at GBP 3.60 per share. The Scheme was passed by 99% of the votes present.
- On Monday morning the OFT announced that the expected decision date regarding the takeover of BSS group by Travis Perkins had been extended until the 19th of October. Thus the timetable for the acquisition as originally announced was no longer accurate.
- Pinafore LLC announced on Monday an amendment to its tender offer for Notes issued by Tomkins Plc after the scheme of arrangement between Pinafore Acquisitions Limited and Tomkins Plc had become effective the previous Friday . This amendment relating solely to the re-registering of the issuer and guarantor as private limited companies under the names of Tomkins Limited and Tomkins Finance Limited. All other conditions remain unchanged.
- On Friday Dana finally recommended the KNOC bid to its shareholder in response to 64.26% of acceptances received by KNOW to this offer. As KNOC declared the offer unconditional earlier that day, the board of Dana recognised -irrespective of its view of the offer itself - the risk to the remaining shareholders given KNOC’s intention to delist Dana.
The Deal had been cleared by the OFT last Thursday.
- Friday morning saw the Intec deal go live as CSG systems International launched its recommended cash offer at GBP 0.72 per share. The offer will run as a scheme of arrangement and represents a premium of 30.3% over the last closing price of Intec before it entered into offer period.
- ACS announced last Thursday 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 use, in combination with its treasury stock, as payment for the offer.
dealReporter Risk Arbitrage Weekly Overview 23 September 2010 - 30 September 2010
30/09/2010
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