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dealReporter Risk Arbritrage Weekly Overview 04 November 2010 – 11 November 2010

Deal Reporter
  • The management board of Sacyr Vallehermoso announced  Thursday a capital increase worth EUR 400m after approval was given by shareholders at the AGM.  There will be an issue of 89,184,845 new shares. The shares will be issued at EUR 4.5. Sacyr shareholders will be entitled to 5 new shares for each 17 old shares they hold. Firm pledges already received by the company will ensure a capital increase of approximately EUR 330m.

  • On Wednesday Wendel and Ares Life Sciences came to a firm transfer agreement for the 46% stake in Stallergenes. At a meeting  Thursday the Stallergenes Board of Directors found no conflict of interest to the planned deal. Ledouble has been appointed as an independent expert and is expected to issue a fairness opinion for the takover of Stallergenes by Ares.

  • On Wednesday Banif announced it will sell its 9.8% stake in Finibanco, as part of Montepio Geral’s offer. Banif’s chief executive, Joaquim Marques dos Santos, considered the bid acceptable.

  • On Wednesday Fastweb announced Alberto Calcagno, previously its Chief Operating Officer, will take over as general manager with immediate effect. He replaces Carsten Schloter, who has managed the company’s affairs since 1 April 2010 as a consequence of the VAT case against Fastweb.

  • The Takeovers Panel announced Monday it is satisfied the offer for Hochtief AG by Actividades de Construccion y Servicios SA will not change governance arrangements between Hochtief and Leighton, and hence will not conduct any proceedings on the application of Leighton Holdings. Leighton had applied for the Takeovers Panel to ensure the protection of its minority shareholders and its independence, in the context of the possibility of ACS acquiring indirect control over Leighton via its expected bid for Hochtief. Leighton decided not to appeal the Panel’s decision, however on Wednesday Hochtief applied for a review. No further comment has been made by the Panel on whether proceedings would be conducted.
  • On Tuesday Schmolz + Bickenbach announced 99.76% of the new shares offered to existing shareholders in their rights issue were taken up.750,000,000 new shares had been offered, at an issue price of CHF 3.97 per share.
  • On Friday Banco Sabadell announced that it would force a squeeze–out and sell-out after receiving more than 90% acceptances for its full takeover offer for Banco Guipuzcoano, which had closed on Wednesday. The terms and conditions of the squeeze-out and sell-out will be published in the next few days, and will be carried out on 23 November 2010. On Monday Banco Sabadell successfully completed its takeover bid for Banco Guipuzcoano, with an acceptance rate of 97.10%. Regulations force an immediate delisting for the remainder of Guipuzcoano shares, the last day for Banco Guipuzcoano shares to be traded will be 12 November 2010. Banco Guipuzcoano shareholders will receive five Banco Sabadell shares and five convertible bonds for every eight shares of Guipuzcoano they hold, while holders of preference shares will receive an additional ordinary share of Sabadell. On Tuesday Banco Sabedell announced the peak price in the takeover bid for Banco Guipozcoana is EUR 3.3009 per ordinary Sabadell share and EUR 3.8983 for convertible Sabadell bonds.

  • On Monday Caledon Resources announced its agreement to the terms of a possible acquisition by Bidco, a subsidiary of Guangdong Rising Assets Management. It is expected to be effected by means of a scheme of arrangement if it does go ahead. Caledon shareholders would receive GBP1.12 in cash for each Caledon share they hold. The terms of the expected deal value Caledon at approximately GBP251.6m, and thus represent a premium of 34 per cent to the closing price of Caledon shares on 5 November 2010, the last business day prior to this announcement was made.

  • Gartmore Group declared that it was treating itself as being in an offer period on Monday, in the context of a strategic review of its business.

  • Standard Chartered Plc announced on Monday that 98.528% of the new shares offered to shareholders in its rights issue had been taken up. The bookrunners will now seek acquirers for the remaining new shares for which acceptances were not received.

  • On Monday Axel Springer revealed that the French Antitrust Authority had unconditionally authorized its offer for SeLoger.com.  The offer remains subject to the approval of the French Securities Regulator.

  • On Monday Piraeus Bank announced on the Athens Stock Exchange the Board of Directors’ report on the proposed capital increase. Its purpose is to boost the Bank’s Core Tier I Capital.

  • On Friday Bluebay Asset Management plc circulated to its shareholders the full terms and conditions of the Scheme of Arrangement, relating to the reccomended acquisition of Bluebay by the Royal Bank of Canada. The Scheme will need to be approved at a Court Meeting and a General Meeting, both to be held on 29 November 2010.

  • Last Thursday Deutsche Bank AG announced it had secured 6.07% acceptance for its takeover offer to Deutsche Postbank AG. Together with the 29.95% of share capital previously held by Deutsche Bank, indirectly via DB Valoren S.à r.l., it now has a 36.02% stake in Postbank.

     

 

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