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dealReporter Risk Arbritrage Weekly Overview 25 November 2010 – 02 December 2010

Deal Reporter
02/12/2010



  • The offer made by Axel Springer SA for Seloger.com SA was approved by AMF on Tuesday. The Supervisory Board of Seloger.com met on Wednesday to examine the decision, and expressed its concern about the lack of minimum acceptance threshold in the offer and the perceived undervaluation of Seloger.com by the offer price. As a consequence, Seloger.com will file a suit against the AMF conformity decision as soon as possible.
  • On Wednesday Johnson & Johnson announced it expected to receive approval from the AFM and the SEC for its offer for Crucell N.V. before 10 December 2010, when the Crucell EGM is to be held.
  • On Monday the Australian takeover review panel rejected the appeal by Hochtief to conduct proceedings in relation to the bid by ACS Actividades de Construccion y Servicios, S.A. to acquire over 50% of Hochtief shares. Hochtief felt that the indirect downstream acquisition of Leighton Holdings Limited, 54.5% of which is held by Hochtief, would give rise to unacceptable circumstances. The Panel disagreed with this opinion for a number of reasons, which will be published in due course. The following day the German Federal Financial Supervisory Authority also permitted the offer. On Wednesday ACS published the offer document relating to the proposed deal. From this point Hochtief shareholders could tender their shares to ACS, at a ratio of eight ACS shares for every five Hochtief shares they hold. The acceptance period will end on 29 December 2010, and the deal is expected to be completed by February 2011.
  • On Wednesday Eurand N.V. and Axchan Parma Inc announced they have entered into a definitive agreement, under which Axcan will acquire all outstanding Eurand shares. At a price of USD 12 per share in cash, the value of the deal is approximately USD 583m. The Eurand Board has reccomended the deal to Eurand shareholders, and the transaction is expected to close in the second quarter of 2011.
  • Porsche Automobil Holding SE presented a resolution for a capital increase to its annual general meeting on Tuesday. The proposal aims to raise EUR 5bn by issuing up to 1.25bn shares per class. The capital increase is aimed to be executed by 30 May 2011. The issuance of convertible bonds, participation rights and participation bonds were also proposed at the meeting. There was not unanimous approval regarding the capital increase, with some small shareholders criticising the proposal; while larger shareholders, the Deka investment fund and shareholder association SDK all confirmed their support.
  • The shareholders of Iberia Lineas Aereas de Espana SA and British Airways Plc approved the merger of their two companies on Monday. The deal will officially complete in January 2011 when shares of the new International Airline Group holding company are listed for trading on stock exchanges. The next day, BA chairman Martin Broughton dismissed concerns that ongoing threats of industrial action by BA employees would affect the progress of the merger.
  • On Monday Royal Bank of Canada’s acquisition of Bluebay Asset Management Plc was approved by the Financial Services Authority. The Court Meeting and General Meeting related to the proposal were also both concluded successfully, with all proposed resolutions approved. The scheme of arrangement, the terms of which were set out in the scheme document sent to shareholders on 5 November 2010, is expected to become effective on 17 December 2010.
  • Last Thursday a special meeting of Liberty Acquisition Holdings Corp shareholders approved all proposals related to the combination with Promotora de Informaciones SA (Prisa). An Assembly of Prisa shareholders also approved the combination on Saturday, the day after Prisa approved a new board of directors as part of a company-wide reorganisation.
  • BBVA announced on Friday its EUR 5bn rights issue had fulfilled its objectives. There was demand for 3.12 billion shares during the subscription period, an oversubscription of 4.2 times. The new shares were offered at a price of EUR 6.75 per share, with shareholders receiving one new shares for every 5 they hold. On Monday the new shares were paid out, and began trading on Tuesday.
  • On Friday the board of the Spanish savings bank Caja General de Ahorros de Granada agreed to participate in Sos Coporacion’s capital increase.
  • Verbund AG completed its capital increase on Friday. 39,215,686 new shares were placed, with a final subscription price of EUR 25.50 per share. The company’s share capital will increase from EUR 308.2m to approximately EUR 347.4m.
  • Last Thursday Eniro AB announced the terms of its SEK 2.5bn rights issue. The subscription price is SEK 0.52, and there is a maximum of 4,847,455,170 new shares that may be issued. Each share held on 1 December 2010, the record date, entitles the shareholder to 30 new shares. The subscription period will run from 3 December up to 17 December 2010.
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