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dealReporter Risk Arbitrage Weekly Overview 29 July 2010 - 05 August 2010

Deal Reporter
  • On Sunday, private Portuguese bank, Montepio Geral, announced a takeover bid for listed Portuguese bank, Finibanco [FNB PL]. Montepio offered EUR 1.95 per share in a deal that would be dependent on acquiring a minimum 75% stake in Finibanco.
    If Montepio acquires 100% of the shares, its EUR 1.95 per share offer would be valued at a total of EUR 351m, local newspapers reported.Shares in Finibanco have been suspended since Thursday afternoon, at which point it had a market cap value of EUR 227.5m. Finibanco's shares were suspended at EUR 1.48, meaning Montepio’s offer represents a 31.7%premium.
  • Monday also saw Alcon’s Independent Director Committee announce that RiskMetrics Group, Inc. and Glass Lewis & Co. had both recommended that Alcon minority shareholders vote against all five of Novartis AG’s designees to the Alcon board of directors. Alcon shareholders will vote on the conditional election of Novartis’ board designees at an EGM on August 16. RiskMetrics rebuked Novartis for its position with respect to the Norvatis and Nestlé merger proposal and the minority shareholders.
  • Tuesday saw conwert Immobilien Invest SE’s voluntary takeover of ECO Business-Immobilien AG gain shareholder approval. The offer was accepted by around 62.3% of shareholders of stock trading on the Vienna Stock Exchange that were not owned by the bidder or by a party acting in concert with the bidder at the time of the takeover offer. The required acceptance threshold was 50% plus one share. The planned takeover had been granted approval the previous Thursday by Austrian and German antitrust authorities. If the remaining conditions were met by the end of the acceptance period on 30 July, 17:00 (Vienna local time), the transaction is expected to proceed rapidly, Johann Kowar, Chairman of the Executive Board of conwert said.
  • Tuesday saw further developments surrounding KazakhGold’s legal issues concerning it’s former directors as well as the proceedings with AECC. The proceedings relate to the offer for a controlling stake in KazakhGold by Jenington International Inc. - a wholly-owned subsidiary of OJSC Polyus Gold in August 2009.
  • Wednesday also saw the European Commission clear the proposed acquisition of French producer of personal protective equipment, Sperian, by US company Honeywell under EU Merger Regulation.
    The Commission decided that the transaction would not significantly impede effective competition in the European Economic Area (EEA) or any substantial part of it.
    As Honeywell's and Sperian's activities are mainly focused in different geographic areas and product segments, the overlaps between the Parties’ activities regarding PPE devices are limited, the Commission concluded.
  • On Wednesday Prisa and Liberty Acquisitions announced they had amended the terms of their business combination agreement. Under the new terms holders of Liberty common stock who elect to receive Prisa shares in the business combination will receive 1.5 Prisa Class A ordinary shares, 3.0 Prisa Class B nonvoting convertible shares (NVCS), and USD 0.50 in cash in exchange for each share of Liberty common stock held.
    Prisa is expected to issue the Prisa Class A and Class B shares in the form of American Depositary Shares evidenced by American Depositary Receipts. Each NVCS is mandatorily convertible in 3.5 years and is entitled to receive EUR 0.175 of minimum dividends per annum, which are cumulative until mandatory conversion subject to the existence of distributable profits or Class B share premium reserve. Liberty warrant holders will receive 0.45 Prisa Class A ordinary shares and USD 0.90 in cash in exchange for each warrant they hold.
  • Thursday saw the proposed merger between PartyGaming Plc ('PartyGaming') and bwin Interactive Entertainment announced. The deal would create an entity approximately 48.36% and 51.64% by PartyGaming and bwin shareholders respectively. It would be listed on the London Stock Exchange.
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