Thursday, December 31, 2009
CRCC-Tongguan Buys Corriente Res. For $650M
Corriente Resources Inc. agreed to be acquired by CRCC-Tongguan Investment Co. Ltd. for about $650 million or $8.19 per share in cash. CRCC-Tongguan is a joint venture between China Railway and Tongling Nonferrous. Citigroup Global Markets and Canaccord Financial advised Corriente Resources Inc.
Wednesday, December 30, 2009
Excel Trust Announces $300M IPO Offering
Excel Trust, a newly formed retail REIT targeting value oriented community properties, filed last Thursday with the SEC to raise up to $300 million in an initial public offering. The San Diego, CA-based company plans to acquire, finance, develop, lease, own and manage community and power centers, grocery anchored neighborhood centers and freestanding retail properties. Excel Trust, which was incorporated on Dec. 15 of this year and has no operating history to date, plans to list on the NYSE under the symbol EXL. Morgan Stanley, Barclays Capital, and UBS Investment Bank are the lead underwriters on the deal, for which pricing terms and timing were not disclosed
Tuesday, December 29, 2009
Rusal Gets Backing For $2B IPO Offering
Russian aluminum giant UC Rusal won backing for its US$2 billion Hong Kong initial public offering from Asia-based tycoon Robert Kuok and two prominent hedge funds, two people familiar with the matter said Tuesday.
The backing could lend credibility to an IPO that got off to a rocky start, after Hong Kong regulators forbade retail investors to participate amid concerns over Rusal's $14.9 billion in debt.
According to the people familiar with the matter, the investors include Mr. Kuok, also known by Chinese name Kuok Hock Nien, whose Kuok Group includes Hong Kong-listed Kerry Properties Ltd. and English-language daily South China Morning Post; blue-blood hedge fund manager Nathaniel Rothschild, through his NR Investments; Paulson & Co., the hedge fund run by John Paulson; and Russian state development bank Vneshekonombank, or VEB.
The four will serve as cornerstone investors, these people said. Cornerstone investors buy into a company during the pre-IPO stage and agree to hold their stakes for a certain period of time, in this case six months.
Rusal plans to raise about US$2 billion from selling around a 10% stake as part of efforts to repay debt. The company is set for a primary listing in Hong Kong and a secondary listing of its depositary receipts on Paris' Euronext stock exchange on Jan. 29.
The deal is being closely watched in investment banking circles. It marks Hong Kong's first Russian IPO as it seeks listings from there and elsewhere in the world to diversify beyond its heavy China focus.
It has also posed unusual regulatory issues that put the offering under a cloud. The Hong Kong securities watchdog, the Securities & Futures Commission, approved the IPO under the condition that it not be marketed to small investors. The Hong Kong stock exchange's listing committee delayed approval of the offering as it sought more information, including details of its debt restructuring.
Analysts value the entire company at US$20 billion to US$26.7 billion. In a recent report, resource-focused investment bank Liberum Capital said its $20 billion to $26 billion valuation range implies a price-earnings multiple range of 14.1 times to 18.3 times 2010 earnings. By comparison, it said, Western peers fetch an average of 24.7 times 2010 earnings, while Hong Kong-listed Aluminum Corp. of China Ltd. fetches a 24.7 multiple.
Rusal is the world's largest aluminum and alumina producer with an output last year of 4.4 million metric tons of aluminum, or 12% of the global total, and 11.3 million tons of alumina, or 13% of world production, according to metals and mining consulting firm CRU Strategies.
Rusal earlier this month completed the restructuring of US$7.4 billion in debt with more than 70 Russian and global banks. VEB provided Rusal with a $4.5 billion bailout loan in 2008 and has said it plans to buy up to 3% of the IPO.
Pre-marketing of the deal will begin Jan. 4, said one person familiar with the matter. The roadshow, which will begin in Hong Kong before proceeding to Singapore, the U.K., continental Europe and the U.S., will start on Jan. 12.
People familiar with the situation said earlier that financial investors that have shown interest included Los Angeles-based Capital Group Cos. and asset management firm BlackRock Inc.
Bank of China International, BNP Paribas SA, Bank of America Merrill Lynch and Credit Suisse Group are bookrunners on the deal.
The backing could lend credibility to an IPO that got off to a rocky start, after Hong Kong regulators forbade retail investors to participate amid concerns over Rusal's $14.9 billion in debt.
According to the people familiar with the matter, the investors include Mr. Kuok, also known by Chinese name Kuok Hock Nien, whose Kuok Group includes Hong Kong-listed Kerry Properties Ltd. and English-language daily South China Morning Post; blue-blood hedge fund manager Nathaniel Rothschild, through his NR Investments; Paulson & Co., the hedge fund run by John Paulson; and Russian state development bank Vneshekonombank, or VEB.
The four will serve as cornerstone investors, these people said. Cornerstone investors buy into a company during the pre-IPO stage and agree to hold their stakes for a certain period of time, in this case six months.
Rusal plans to raise about US$2 billion from selling around a 10% stake as part of efforts to repay debt. The company is set for a primary listing in Hong Kong and a secondary listing of its depositary receipts on Paris' Euronext stock exchange on Jan. 29.
The deal is being closely watched in investment banking circles. It marks Hong Kong's first Russian IPO as it seeks listings from there and elsewhere in the world to diversify beyond its heavy China focus.
It has also posed unusual regulatory issues that put the offering under a cloud. The Hong Kong securities watchdog, the Securities & Futures Commission, approved the IPO under the condition that it not be marketed to small investors. The Hong Kong stock exchange's listing committee delayed approval of the offering as it sought more information, including details of its debt restructuring.
Analysts value the entire company at US$20 billion to US$26.7 billion. In a recent report, resource-focused investment bank Liberum Capital said its $20 billion to $26 billion valuation range implies a price-earnings multiple range of 14.1 times to 18.3 times 2010 earnings. By comparison, it said, Western peers fetch an average of 24.7 times 2010 earnings, while Hong Kong-listed Aluminum Corp. of China Ltd. fetches a 24.7 multiple.
Rusal is the world's largest aluminum and alumina producer with an output last year of 4.4 million metric tons of aluminum, or 12% of the global total, and 11.3 million tons of alumina, or 13% of world production, according to metals and mining consulting firm CRU Strategies.
Rusal earlier this month completed the restructuring of US$7.4 billion in debt with more than 70 Russian and global banks. VEB provided Rusal with a $4.5 billion bailout loan in 2008 and has said it plans to buy up to 3% of the IPO.
Pre-marketing of the deal will begin Jan. 4, said one person familiar with the matter. The roadshow, which will begin in Hong Kong before proceeding to Singapore, the U.K., continental Europe and the U.S., will start on Jan. 12.
People familiar with the situation said earlier that financial investors that have shown interest included Los Angeles-based Capital Group Cos. and asset management firm BlackRock Inc.
Bank of China International, BNP Paribas SA, Bank of America Merrill Lynch and Credit Suisse Group are bookrunners on the deal.
PTC Therapeutics Raises $50M Equity Funding
After canceling an initial public offering in 2007, PTC Therapeutics Inc., a South Plainfield, N.J.-based drug company, has raised $50 million in new venture capital funding. The Column Group and return backer Delphi Ventures co-led the round. Undisclosed new investors were joined by return investors CSFB Private Equity, and HBM BioVentures and strategic investors Novo A/S and Celgene Corp. In conjunction with Delphi's increased stake, general partner Deepa Pakianathan will join PTC's board of directors.With the new funding, PTC has raised more than $183 million in VC funding and filed for an initial public offering in 2006 that it later withdrew because of market conditions. PTC last raised capital in 2005. PTC is developing small-molecule drugs based on cell activities called post-transcriptional-control processes, which regulate the rate and timing of protein production. The company is developing compounds that alter those processes by changing the way RNA is used to produce proteins. Possible uses for such drug candidates include treating cancer and genetic disorders. In addition to collaborating with strategic investor Celgene, the company also has agreements with Genzyme Corp., Gilead Sciences Inc., Merck & Co., Pfizer Inc. and Hoffmann-La Roche Inc.
CDR Acquires BCA For $621M
New York private equity firm Clayton, Dubilier & Rice LLC agreed Thursday to acquire BCA, a European used auto sales company, providing an exit for midmarket London buyout shop Montagu Private Equity LLP.
Sources close to the transaction said CDR paid around £390 million ($621 million).
The deal is the latest sign of renewed life in both the buyout market and the battered global auto industry.
BCA, based in Hindhead, England, sells more than £4 billion of used vehicles annually. As the dominant firm in the European market, the 60-plus-year-old company operates 45 remarketing centers across 12 countries.
Senior management will retain an undisclosed equity stake after the deal closes. Jon Olsen will remain BCA's chief executive, while Fred Kindle, a London-based CD&R partner, will become chairman.
"BCA is a market-leading business-to-business services company with a strong management team and market position, attractive risk profile and exciting growth prospects," said David Novak, a London-based CD&R partner. "The company is exceptionally well-positioned to continue to deliver high levels of performance."
UBS handled the BCA auction, which attracted bids from London private equity firms Cinven Ltd., Bridgepoint Capital Ltd. and BC Partners Ltd.
Montagu bought BCA for £450 million in 2006 from a group of private investors and reportedly split the business into separate operating and property companies. According to the Financial Times, the property company has about £250 million of debt and will likely not be sold.
CDR has been notably active in recent months. In late November it completed a $477 million equity investment in JohnsonDiversey Inc., part of a $2.6 billion recapitalization of the Sturtevant, Wis.-based provider of cleaning, polishing and odor-control products to hotels, restaurants and other businesses.
The BCA transaction is expected to close in the first quarter of 2010.
CDR took financial advice from HSBC Holdings plc and Bank of America Merrill Lynch. It received legal counsel from Clifford Chance LLP and Debevoise & Plimpton LLP.
Sources close to the transaction said CDR paid around £390 million ($621 million).
The deal is the latest sign of renewed life in both the buyout market and the battered global auto industry.
BCA, based in Hindhead, England, sells more than £4 billion of used vehicles annually. As the dominant firm in the European market, the 60-plus-year-old company operates 45 remarketing centers across 12 countries.
Senior management will retain an undisclosed equity stake after the deal closes. Jon Olsen will remain BCA's chief executive, while Fred Kindle, a London-based CD&R partner, will become chairman.
"BCA is a market-leading business-to-business services company with a strong management team and market position, attractive risk profile and exciting growth prospects," said David Novak, a London-based CD&R partner. "The company is exceptionally well-positioned to continue to deliver high levels of performance."
UBS handled the BCA auction, which attracted bids from London private equity firms Cinven Ltd., Bridgepoint Capital Ltd. and BC Partners Ltd.
Montagu bought BCA for £450 million in 2006 from a group of private investors and reportedly split the business into separate operating and property companies. According to the Financial Times, the property company has about £250 million of debt and will likely not be sold.
CDR has been notably active in recent months. In late November it completed a $477 million equity investment in JohnsonDiversey Inc., part of a $2.6 billion recapitalization of the Sturtevant, Wis.-based provider of cleaning, polishing and odor-control products to hotels, restaurants and other businesses.
The BCA transaction is expected to close in the first quarter of 2010.
CDR took financial advice from HSBC Holdings plc and Bank of America Merrill Lynch. It received legal counsel from Clifford Chance LLP and Debevoise & Plimpton LLP.
SS&C Tech Announces $300M IPO Offering
Making a second attempt at a listing, private equity-backed SS&C Technologies Holdings Inc., a provider of financial services software, filed with regulators Monday, Dec. 28, to raise about $300 million in an initial public offering.
The Windsor, Conn.-based company did not disclose in its filing with the Securities and Exchange Commission details about how many shares it intends to offer, its price range or on which stock exchange it plans to list its shares.
An affiliate of Washington, D.C.-based private equity firm Carlyle Group LLC owns 72% of SS&C and William C. Stone, the company's chairman and chief executive, holds the balance. How many shares, if any, the shareholders will contribute to the offering was not revealed.
The company said it plans to use the offering proceeds to redeem all or a portion of outstanding 11 3/4% senior subordinated notes due 2013, for working capital and other general corporate purposes, including potential acquisitions.
Acquisitions are not new to SS&C, which has been buying heavily for the past year. Last month, SS&C bought for an undisclosed amount The NextRound Inc., a Framingham, Mass.-based software company serving private equity and other alternative investment firms.
In June, SS&C acquired the assets of Pennsylvania-based Unisys Corp.'s Maximis software, an investment accounting application designed to meet regulatory and management reporting needs of large finance and insurance companies, and public pension funds. And in March, SS&C acquired assets of Evare LLC, a financial services technology company. The financial terms of those deals were also not disclosed.
Underwriting the deal is J.P. Morgan & Co., Credit Suisse, Morgan Stanley and Deutsche Bank Securities. Jefferies & Co. and Raymond James are co-managers.
John A. Burgess, James R. Burke and Justin L. Ochs, of Wilmer Cutler Pickering Hale and Dorr LLP in Boston are providing the issuers with legal advice. Stuart M. Cable, Mark T. Bettencourt and Michael J. Minahan of Goodwin Procter LLP in Boston are representing the underwriters.
SS&C was founded in 1986 and completed an IPO in 1996. In 2005, the majority of the company was acquired by the Carlyle Group for $982 million. In April 2008, SS&C filed for a public offering but withdrew those plans in October as markets seized up.
The Windsor, Conn.-based company did not disclose in its filing with the Securities and Exchange Commission details about how many shares it intends to offer, its price range or on which stock exchange it plans to list its shares.
An affiliate of Washington, D.C.-based private equity firm Carlyle Group LLC owns 72% of SS&C and William C. Stone, the company's chairman and chief executive, holds the balance. How many shares, if any, the shareholders will contribute to the offering was not revealed.
The company said it plans to use the offering proceeds to redeem all or a portion of outstanding 11 3/4% senior subordinated notes due 2013, for working capital and other general corporate purposes, including potential acquisitions.
Acquisitions are not new to SS&C, which has been buying heavily for the past year. Last month, SS&C bought for an undisclosed amount The NextRound Inc., a Framingham, Mass.-based software company serving private equity and other alternative investment firms.
In June, SS&C acquired the assets of Pennsylvania-based Unisys Corp.'s Maximis software, an investment accounting application designed to meet regulatory and management reporting needs of large finance and insurance companies, and public pension funds. And in March, SS&C acquired assets of Evare LLC, a financial services technology company. The financial terms of those deals were also not disclosed.
Underwriting the deal is J.P. Morgan & Co., Credit Suisse, Morgan Stanley and Deutsche Bank Securities. Jefferies & Co. and Raymond James are co-managers.
John A. Burgess, James R. Burke and Justin L. Ochs, of Wilmer Cutler Pickering Hale and Dorr LLP in Boston are providing the issuers with legal advice. Stuart M. Cable, Mark T. Bettencourt and Michael J. Minahan of Goodwin Procter LLP in Boston are representing the underwriters.
SS&C was founded in 1986 and completed an IPO in 1996. In 2005, the majority of the company was acquired by the Carlyle Group for $982 million. In April 2008, SS&C filed for a public offering but withdrew those plans in October as markets seized up.
Codexis Inc Files For $100M IPO
Fifteen months after shelving IPO plans, biotech company Codexis Inc., which produces enzymes and microbes that make industrial processes cleaner and faster, has filed for a initial public offering on the Nasdaq.
The Redwood City, Calif.-based company, which has venture capital backers, said in a filing Monday, Dec. 28, with the Securities and Exchange Commission that it plans to raise about $100 million in the offering. It did not provide details on the number or value of shares to be sold.
Codexis had planned an IPO in late 2008 but scrapped those plans in September of that year amid the market meltdown.
The company makes biocatalysts, which are production materials that help to lower the environmental impact of drug and fuel production. It is working with major drug companies like Merck & Co. Inc. and Pfizer Inc. and has a five-year exclusive deal to help oil giant Shell turn biomass into fuel. It hopes to use its biocatalysts in water purification and carbon emission problems in the future.
The major shareholders in Codexis are the pharmaceutical company Maxygen Inc., which spun out the company in 2003, and Shell, which is Codexis's exclusive biofuels partner. Its VC backers include crossover San Francisco firm CMEA Ventures, Biomedical Sciences Investment Fund Pte Ltd. of Singapore, FirstMark Capital of New York, and San Ramon, Calif.-based CTTV Investments LLC.
In the first nine months of 2009, Codexis's product revenue rose 24% to $13.4 million from $10.8 million in the same period a year earlier. The net loss fell to $15.1 million from $38.8 million a year ago.
Codexis said it plans to use proceeds from the IPO for working capital and general corporate purposes.
The company plans to list on the Nasdaq under the symbol "CDXS."
Credit Suisse and Goldman Sachs & Co. will lead the IPO underwriting syndicate, which includes RBC Capital Markets and Pacific Crest Securities. Credit Suisse, Goldman Sachs and RBC had also been involved in the previous attempt at an IPO.
Patrick A. Pohlen and Gregory Chin at law firm Latham & Watkins LLP are advising the issuers in the IPO while John A. Fore and Michael S. Russell at Wilson Sonsini Goodrich & Rosati Professional Corp. are representing the underwriters.
The Redwood City, Calif.-based company, which has venture capital backers, said in a filing Monday, Dec. 28, with the Securities and Exchange Commission that it plans to raise about $100 million in the offering. It did not provide details on the number or value of shares to be sold.
Codexis had planned an IPO in late 2008 but scrapped those plans in September of that year amid the market meltdown.
The company makes biocatalysts, which are production materials that help to lower the environmental impact of drug and fuel production. It is working with major drug companies like Merck & Co. Inc. and Pfizer Inc. and has a five-year exclusive deal to help oil giant Shell turn biomass into fuel. It hopes to use its biocatalysts in water purification and carbon emission problems in the future.
The major shareholders in Codexis are the pharmaceutical company Maxygen Inc., which spun out the company in 2003, and Shell, which is Codexis's exclusive biofuels partner. Its VC backers include crossover San Francisco firm CMEA Ventures, Biomedical Sciences Investment Fund Pte Ltd. of Singapore, FirstMark Capital of New York, and San Ramon, Calif.-based CTTV Investments LLC.
In the first nine months of 2009, Codexis's product revenue rose 24% to $13.4 million from $10.8 million in the same period a year earlier. The net loss fell to $15.1 million from $38.8 million a year ago.
Codexis said it plans to use proceeds from the IPO for working capital and general corporate purposes.
The company plans to list on the Nasdaq under the symbol "CDXS."
Credit Suisse and Goldman Sachs & Co. will lead the IPO underwriting syndicate, which includes RBC Capital Markets and Pacific Crest Securities. Credit Suisse, Goldman Sachs and RBC had also been involved in the previous attempt at an IPO.
Patrick A. Pohlen and Gregory Chin at law firm Latham & Watkins LLP are advising the issuers in the IPO while John A. Fore and Michael S. Russell at Wilson Sonsini Goodrich & Rosati Professional Corp. are representing the underwriters.
Monday, December 28, 2009
Airvana To Be Acquired By Blackstone/SAC for $530M
Airvana, Inc. (NASDAQ: AIRV), a leading provider of mobile broadband network infrastructure products, today announced that it has entered into a definitive agreement with a newly formed company to be owned by affiliates of S.A.C. Private Capital Group, LLC, GSO Capital Partners LP, Sankaty Advisors LLC and ZelnickMedia, in a transaction valued at approximately $530 million. Under the terms of the agreement, at closing, each share of Airvana common stock will be exchanged for $7.65 cash, representing a premium of approximately 23% over the closing share price on December 17, 2009. Certain members of management of Airvana, including Randy Battat, President and CEO, and founders Vedat Eyuboglu and Sanjeev Verma, will exchange a portion of their shares for an equity interest in the acquirer. Merle Gilmore, former President of Motorola’s Communications Enterprise, will serve as Chairman of the Company following the closing.“As we transition to a private company, Airvana will continue to focus on its two major mobile broadband product lines, EV-DO software and femtocells,” Battat said. “Our customers should expect the same great products delivered by the same great team.”“We are enormously excited about the opportunity to work with such a strong management team and talented group of employees to build on Airvana’s impressive track record,” said Gilmore. 72 Mobile Holdings, LLC, the entity formed to acquire Airvana, Inc., has secured committed financing, consisting of a combination of equity to be provided by the investor group and debt financing led by GSO Capital Partners LP on behalf of funds managed by it and its affiliates. There is no financing condition to the obligation of the investor group to consummate the transaction.The transaction was unanimously approved on December 17, 2009 by Airvana’s Board of Directors (other than Mr. Battat and Mr. Verma, who abstained) and by a Special Committee of independent directors. The Special Committee, which did not include any member of management, was established to undertake a review of Airvana’s strategic alternatives. Completion of the transaction is subject to approval of Airvana shareholders, regulatory approvals and other closing conditions and is expected to occur by the end of the first quarter of 2010.Goldman, Sachs & Co. is acting as financial advisor, and Ropes & Gray LLP is acting as legal counsel, to Airvana’s Special Committee. WilmerHale LLP is acting as Airvana’s legal counsel. Perella Weinberg Partners is serving as financial advisor, and Simpson Thacher & Bartlett LLP is serving as legal counsel, to the acquirer
ExxonMobil To Buy XTO Energy for $41B
Exxon Mobil said Monday that it had agreed to buy XTO Energy, a natural gas producer, for $31 billion in stock and the assumption of $10 billion in debt, the largest energy merger in years.
Under the terms of the deal, Exxon will pay XTO shareholders 0.7098 common shares for each of their XTO shares, or about $51.69 based on Friday’s closing prices. The deal, which is taking advantage of low natural gas prices, represents a 25 percent premium for XTO’s shares.
The deal would give Exxon the equivalent of about 45 trillion cubic feet of natural gas throughout the United States, in a bet that demand will continue to rise. XTO, founded in 1986, is the nation’s largest domestic producer of natural gas.
“XTO is a leading U.S. unconventional natural gas producer, with an outstanding resource base, strong technical expertise and highly skilled employees,” Rex Tillerson, Exxon’s chief executive, said in a statement.
Exxon’s deal has prompted speculation among analysts over which natural gas producers may be up for sale next, with companies like Devon Energy now considered potential takeover targets.
Exxon said that after the deal’s close, expected in the second quarter next year, it would keep XTO as an upstream business unit to develop natural gas resources from unconventional sources like shale rock. The business will remain in XTO’s headquarters in Fort Worth.
Exxon was advised by JPMorgan Chase, while XTO was advised by Barclays Capital and Jefferies.
Under the terms of the deal, Exxon will pay XTO shareholders 0.7098 common shares for each of their XTO shares, or about $51.69 based on Friday’s closing prices. The deal, which is taking advantage of low natural gas prices, represents a 25 percent premium for XTO’s shares.
The deal would give Exxon the equivalent of about 45 trillion cubic feet of natural gas throughout the United States, in a bet that demand will continue to rise. XTO, founded in 1986, is the nation’s largest domestic producer of natural gas.
“XTO is a leading U.S. unconventional natural gas producer, with an outstanding resource base, strong technical expertise and highly skilled employees,” Rex Tillerson, Exxon’s chief executive, said in a statement.
Exxon’s deal has prompted speculation among analysts over which natural gas producers may be up for sale next, with companies like Devon Energy now considered potential takeover targets.
Exxon said that after the deal’s close, expected in the second quarter next year, it would keep XTO as an upstream business unit to develop natural gas resources from unconventional sources like shale rock. The business will remain in XTO’s headquarters in Fort Worth.
Exxon was advised by JPMorgan Chase, while XTO was advised by Barclays Capital and Jefferies.
Telefonica To Buy JAJAH for 145M Eur
Telefónica today announced the acquisition of the leading communications innovator JAJAH for the value of EUR 145 million in an all-cash transaction. The agreement is subject to formal clearance by CNC, the Spanish competition authority.
The purchase of JAJAH -- based in Silicon Valley, California, and Israel -- significantly enriches Telefónica's capabilities to offer cutting-edge communications services for customers online -- whenever, wherever and however they want.
JAJAH services are used in around 200 countries by millions of people and are integrated into everyday instant messaging and social media applications, as well as through its own JAJAH direct-to-consumer offer. Its business solutions, which provide seamless IP communications services across the organisation, regardless of location or device, are used by thousands of small-to-medium and large enterprises across the world.
Matthew Key, Chairman and CEO of Telefónica Europe, said: "The acquisition of JAJAH broadens the scope of our communications offering and opens up new capabilities in the voice communication space. People using social networking sites such as Twitter now have an even wider range of communications channels available -- and have the option of speaking directly to each other as well as communicating by text or keyboard."
JAJAH has a successful range of innovative consumer, small business and enterprise solutions, combining Internet technology with telephony to create user-friendly, high quality communications services.
Trevor Healy, CEO of JAJAH, said: "This is a very exciting union of a young, innovative company with one of the largest integrated communications companies in the world. Together, we look forward to creating the next generation of communication."
JAJAH will continue to operate under its current brand reporting into Telefónica Europe, which will be the first of Telefónica's regional business divisions to offer seamless JAJAH services to customers wishing to extend their communications experience. Telefónica Europe was advised in the transaction by KPMG, and JAJAH was advised by CFP Corporate Finance Partners. Deutsche Bank acted as advisor in closing procedures.
About Telefónica Europe
Telefónica Europe is a business division of Telefónica comprising mobile, fixed and DSL operations in the UK, Ireland, Germany, the Czech Republic and Slovakia -- all of which use 'O2' as their consumer brand. Telefónica Europe also has 50% ownership of the UK and Irish Tesco Mobile and German Tchibo Mobilfunk joint venture businesses. In addition, the group includes the Isle of Man integrated fixed/mobile operator, Manx Telecom. Telefónica Europe is headquartered in Slough, UK, and has some 48.6 million mobile and fixed customers.
About JAJAH
JAJAH's IP Communications Platform offers flexible, next-generation integrated communications solutions for enterprises, telecommunications companies and individuals. JAJAH's award-winning services make it easier for people to stay in touch using any device, on any network, anywhere. Leveraging a universal open telecommunications platform, JAJAH's managed services allow mobile operators, landline carriers, cable companies, technology companies and other businesses to adopt its voice solutions with minimal investment and time to market. The leading global IP communications company is headquartered in Mountain View, California, with offices in Israel. For more information and details of JAJAH's portfolio of consumer and business solutions, visit www.JAJAH.com.
The purchase of JAJAH -- based in Silicon Valley, California, and Israel -- significantly enriches Telefónica's capabilities to offer cutting-edge communications services for customers online -- whenever, wherever and however they want.
JAJAH services are used in around 200 countries by millions of people and are integrated into everyday instant messaging and social media applications, as well as through its own JAJAH direct-to-consumer offer. Its business solutions, which provide seamless IP communications services across the organisation, regardless of location or device, are used by thousands of small-to-medium and large enterprises across the world.
Matthew Key, Chairman and CEO of Telefónica Europe, said: "The acquisition of JAJAH broadens the scope of our communications offering and opens up new capabilities in the voice communication space. People using social networking sites such as Twitter now have an even wider range of communications channels available -- and have the option of speaking directly to each other as well as communicating by text or keyboard."
JAJAH has a successful range of innovative consumer, small business and enterprise solutions, combining Internet technology with telephony to create user-friendly, high quality communications services.
Trevor Healy, CEO of JAJAH, said: "This is a very exciting union of a young, innovative company with one of the largest integrated communications companies in the world. Together, we look forward to creating the next generation of communication."
JAJAH will continue to operate under its current brand reporting into Telefónica Europe, which will be the first of Telefónica's regional business divisions to offer seamless JAJAH services to customers wishing to extend their communications experience. Telefónica Europe was advised in the transaction by KPMG, and JAJAH was advised by CFP Corporate Finance Partners. Deutsche Bank acted as advisor in closing procedures.
About Telefónica Europe
Telefónica Europe is a business division of Telefónica comprising mobile, fixed and DSL operations in the UK, Ireland, Germany, the Czech Republic and Slovakia -- all of which use 'O2' as their consumer brand. Telefónica Europe also has 50% ownership of the UK and Irish Tesco Mobile and German Tchibo Mobilfunk joint venture businesses. In addition, the group includes the Isle of Man integrated fixed/mobile operator, Manx Telecom. Telefónica Europe is headquartered in Slough, UK, and has some 48.6 million mobile and fixed customers.
About JAJAH
JAJAH's IP Communications Platform offers flexible, next-generation integrated communications solutions for enterprises, telecommunications companies and individuals. JAJAH's award-winning services make it easier for people to stay in touch using any device, on any network, anywhere. Leveraging a universal open telecommunications platform, JAJAH's managed services allow mobile operators, landline carriers, cable companies, technology companies and other businesses to adopt its voice solutions with minimal investment and time to market. The leading global IP communications company is headquartered in Mountain View, California, with offices in Israel. For more information and details of JAJAH's portfolio of consumer and business solutions, visit www.JAJAH.com.
Crimson Exploration Prices $93.1M Share Offering
-Crimson Exploration Inc. (NASDAQGM: CXPO - News) (“Crimson Exploration”) today announced that it has closed its public offering of 20,000,000 shares of Crimson Exploration common stock at the price of $5.00 per share. Crimson Exploration’s net proceeds from the offering were approximately $93.1 million, after deducting underwriting discounts and commissions and estimated offering expenses.
Barclays Capital Inc. and Credit Suisse Securities (USA) LLC acted as joint book-running managers of the offering.
Barclays Capital Inc. and Credit Suisse Securities (USA) LLC acted as joint book-running managers of the offering.
Roper Industries Prices $121M Share Offering
Roper Industries, Inc. (NYSE: ROP) announced today that it has priced a registered public offering of 2,300,000 shares of its common stock at $53.15 per share. The net proceeds of the offering are expected to be approximately $121 million after underwriting discounts and commissions and estimated offering expenses. The offering is being made in conjunction with the Company's inclusion in the S&P 500® index, which became effective after trading on the NYSE closed on December 22, 2009. The offering is expected to close on December 29, 2009, subject to customary closing conditions.
J.P. Morgan and Goldman, Sachs & Co. are serving as joint book-runners for the offering.
J.P. Morgan and Goldman, Sachs & Co. are serving as joint book-runners for the offering.
ReachLocal Files $100M IPO
ReachLocal, which offers online marketing and reporting solutions to help small and medium-sized businesses acquire and retain customers, filed on Tuesday with the SEC to raise up to $100 million in an initial public offering. The online advertising company combines advanced technology and a digitally sophisticated sales force to provide SMBs with a simple and cost-effective marketing strategy. The Woodland Hills, CA-based company was founded in 2003 and booked $186 million in sales over the last 12 months. J.P. Morgan, BofA Merrill Lynch are the lead underwriters on the deal. Pricing terms for the IPO as well as its expected listing exchange and ticker symbol were not disclosed.
Rules-Based Medicine Announces $90M IPO
Rules-Based Medicine, which develops and commercializes molecular diagnostic tests based on novel biomarker patterns, filed on Wednesday with the SEC to raise up to $90 million in an initial public offering. The Austin, TX-based company, which was founded in 2002 and booked $21 million in sales over the last 12 months, plans to list on the NASDAQ under the symbol RULE. Jefferies is the lead underwriters on the deal, for which pricing terms and timing were not disclosed.
State Street To Buy Intesa Unit For $2.5B
State Street Corp., a leading U.S. fund manager and administrator, agreed Tuesday to pay €1.75 billion ($2.5 billion) for the securities services units of Intesa Sanpaolo SpA.
The Italian bank is selling assets to strengthen its capital ratios, having on Sept. 29 decided to bypass state bailout funding. It said its core Tier 1 ratio will rise 37 basis points as a result of the transaction, and it will book a gross gain of €740 million.
Boston-based State Street aims to derive 50% of its revenue from outside the U.S., compared with 35% in 2008. Earlier this month it announced a deal to buy Jersey, Channel Islands-based Mourant International Finance Administration. "Today's acquisition represents a significant milestone in State Street's strategy to become a truly global provider," outgoing State Street CEO Ronald Logue said in a statement.
The Intesa operations changing hands are based in Italy and Luxembourg and cover securities with a market value of €350 billion. The operations have annual revenue of around €300 million and generate net income of €120 million, Intesa said. It noted that €1.28 billion of the price corresponds to the assets' goodwill value.
State Street has $17.9 trillion in assets under custody and administration and $1.7 trillion under management.
It expects to finance the acquisition through available capital and support the acquired balance sheet with about €560 million of additional capital at closing.
If the deal closes, as expected, in the second quarter of 2010, State Street projects it will incur €80 million of pretax merger and integration costs over five years and will achieve €60 million of savings over the same period. Depending on the timing of the closing, the purchase should be modestly accretive to operating earnings in the fiscal year ending 2010 excluding one-time costs, it added. State Street said its Tier 1 capital ratio should be 15.6% upon closing.
The deal builds on the Milan-based investment servicing business State Street established in 2003 with the acquisition of the global securities services business of Deutsche Bank AG.
Logue will retire in March and be replaced by Joseph Hooley, who is president and chief operating officer.
In the statement Hooley said the Intesa purchase will "provide State Street with access to a new customer base to which we can cross-sell additional products and services and will give us additional traction in the insurance market.
"Additionally, it will build on our leadership position in the high-growth areas of fund accounting and offshore fund servicing. Lastly, this acquisition will provide us with a long-term servicing relationship with one of Europe's premier fund managers," he added.
Rothschild and Banca IMI are advising Intesa, while McKinsey & Co. is providing consultancy services. The bank's law firm is Pedersoli e Associati.
Intesa, whose CEO is Corrado Passera, is Italy's second-largest bank behind UniCredit SpA. It has a market value of €38.4 billion, compared with UniCredit's €38.7 billion.
Intesa's shares were little changed on Tuesday.
The Italian bank is selling assets to strengthen its capital ratios, having on Sept. 29 decided to bypass state bailout funding. It said its core Tier 1 ratio will rise 37 basis points as a result of the transaction, and it will book a gross gain of €740 million.
Boston-based State Street aims to derive 50% of its revenue from outside the U.S., compared with 35% in 2008. Earlier this month it announced a deal to buy Jersey, Channel Islands-based Mourant International Finance Administration. "Today's acquisition represents a significant milestone in State Street's strategy to become a truly global provider," outgoing State Street CEO Ronald Logue said in a statement.
The Intesa operations changing hands are based in Italy and Luxembourg and cover securities with a market value of €350 billion. The operations have annual revenue of around €300 million and generate net income of €120 million, Intesa said. It noted that €1.28 billion of the price corresponds to the assets' goodwill value.
State Street has $17.9 trillion in assets under custody and administration and $1.7 trillion under management.
It expects to finance the acquisition through available capital and support the acquired balance sheet with about €560 million of additional capital at closing.
If the deal closes, as expected, in the second quarter of 2010, State Street projects it will incur €80 million of pretax merger and integration costs over five years and will achieve €60 million of savings over the same period. Depending on the timing of the closing, the purchase should be modestly accretive to operating earnings in the fiscal year ending 2010 excluding one-time costs, it added. State Street said its Tier 1 capital ratio should be 15.6% upon closing.
The deal builds on the Milan-based investment servicing business State Street established in 2003 with the acquisition of the global securities services business of Deutsche Bank AG.
Logue will retire in March and be replaced by Joseph Hooley, who is president and chief operating officer.
In the statement Hooley said the Intesa purchase will "provide State Street with access to a new customer base to which we can cross-sell additional products and services and will give us additional traction in the insurance market.
"Additionally, it will build on our leadership position in the high-growth areas of fund accounting and offshore fund servicing. Lastly, this acquisition will provide us with a long-term servicing relationship with one of Europe's premier fund managers," he added.
Rothschild and Banca IMI are advising Intesa, while McKinsey & Co. is providing consultancy services. The bank's law firm is Pedersoli e Associati.
Intesa, whose CEO is Corrado Passera, is Italy's second-largest bank behind UniCredit SpA. It has a market value of €38.4 billion, compared with UniCredit's €38.7 billion.
Intesa's shares were little changed on Tuesday.
Glencore Intl Prices $2.2B Convertible Offering
Swiss commodity trader Glencore International AG on Wednesday sold as much as $2.2 billion of convertible bonds to investors, including private equity firms and sovereign wealth funds, in what could be a prelude to a $35 billion initial public offering.
The privately owned commodities giant said in an e-mailed statement that the buyers in the offering are New York private equity firm BlackRock Inc., Government of Singapore Investment Corp. Pte. Ltd., Greenwich, Conn.-based private equity investor First Reserve Corp. and Zijin Mining Group Co. Ltd., China's third-largest copper producer.
The four-year bonds, which are unsecured, can be converted to Glencore shares in an IPO or "other predetermined qualifying events," said the company, adding that the terms of the bonds give Glencore a pre-conversion equity value of $35 billion.
Glencore, based in Baar, Switzerland, has suffered in the past year from the slide in commodity prices, and its profit in the first nine months of 2009 declined 56% from a year earlier, to $1.8 billion.
Analysts cited in press reports believe the company will use the proceeds of the bond issue to buy back the Prodeco coal assets in Colombia, which it sold to mining company Xstrata plc for $2 billion in March. Glencore has a 34% stake in Xstrata.
Glencore said the offering was increased from between $1.5 billion and $2 billion because of strong demand.
"This transaction, in which Glencore is opening up its equity capital to outside investors, marks an important milestone as we embark on the next stage of our corporate development," the Glencore statement said. "As economic growth resumes, the outlook for most commodity markets is continuing to improve."
Glencore is owned by its employees and trades metals and oil and controls mines and smelters. In addition to its stake in Xstrata of Switzerland, Glencore has a 9.7% stake in United Co. Rusal, the world's largest aluminum producer.
Citigroup Global Markets Ltd. and Morgan Stanley have acted as advisers to Glencore.
The privately owned commodities giant said in an e-mailed statement that the buyers in the offering are New York private equity firm BlackRock Inc., Government of Singapore Investment Corp. Pte. Ltd., Greenwich, Conn.-based private equity investor First Reserve Corp. and Zijin Mining Group Co. Ltd., China's third-largest copper producer.
The four-year bonds, which are unsecured, can be converted to Glencore shares in an IPO or "other predetermined qualifying events," said the company, adding that the terms of the bonds give Glencore a pre-conversion equity value of $35 billion.
Glencore, based in Baar, Switzerland, has suffered in the past year from the slide in commodity prices, and its profit in the first nine months of 2009 declined 56% from a year earlier, to $1.8 billion.
Analysts cited in press reports believe the company will use the proceeds of the bond issue to buy back the Prodeco coal assets in Colombia, which it sold to mining company Xstrata plc for $2 billion in March. Glencore has a 34% stake in Xstrata.
Glencore said the offering was increased from between $1.5 billion and $2 billion because of strong demand.
"This transaction, in which Glencore is opening up its equity capital to outside investors, marks an important milestone as we embark on the next stage of our corporate development," the Glencore statement said. "As economic growth resumes, the outlook for most commodity markets is continuing to improve."
Glencore is owned by its employees and trades metals and oil and controls mines and smelters. In addition to its stake in Xstrata of Switzerland, Glencore has a 9.7% stake in United Co. Rusal, the world's largest aluminum producer.
Citigroup Global Markets Ltd. and Morgan Stanley have acted as advisers to Glencore.
China Pac. Ins. Grp Prices $3.1B IPO
China Pacific Insurance (Group) Co. Ltd.'s $3.1 billion initial public offering in Hong Kong delivered Carlyle Group a healthy paper profit of 6 times its total investment.
The insurer's stock rose slightly in its market debut Wednesday to close at HK$28.30 ($3.65). It had priced its IPO at HK$28 a share.
The company provides life and property and casualty insurance products to individuals and institutions throughout China.
It bills itself as the third largest Chinese life insurer based on gross written premiums and captured 9% of the country's market last year, according to the prospectus.
As for property and casualty insurance, it said it ranked second and third, respectively, with a roughly 11.5% share of each market last year.
Carlyle has held a minority stake in the Shanghai company for four years, first investing RMB3.3 billion (then $410 million) in 2005. It later injected additional capital, bringing the firm's total investment to $800 million, according to a source.
Caryle didn't say sell any shares in the IPO, but the value of its money has soared by 6 times to around $4.8 billion on paper, the source said.
The firm's pre-IPO stake of 17.3% will be diluted as result of the offering, and investment is now subject to a one-year lock-up agreement, this person added.
The underwriters for the Hong Kong listing are UBS, Credit Suisse Group, China International Capital Corp. Ltd. and Goldman, Sachs & Co.
Carlyle employs both a buyout and growth equity strategy in Asia. In late June, it unveiled a $1.04 billion fund focused on high-growth companies in China, India, South Korea and other Asian markets.
The new pool, Carlyle Asia Growth Partners IV, revealed in November that it sank more than $60 million in three separate Chinese businesses: ship components and marine- and port-structures manufacturer Nantong Rainbow Heavy Industry Co. Ltd., China Agritech Co. Ltd. and tourism services provider iTour Co. Ltd.
In September, Carlyle agreed to buy a 17.3% stake in one of China's biggest makers of infant formula, Guangdong Yashili Group Co. Ltd.
The insurer's stock rose slightly in its market debut Wednesday to close at HK$28.30 ($3.65). It had priced its IPO at HK$28 a share.
The company provides life and property and casualty insurance products to individuals and institutions throughout China.
It bills itself as the third largest Chinese life insurer based on gross written premiums and captured 9% of the country's market last year, according to the prospectus.
As for property and casualty insurance, it said it ranked second and third, respectively, with a roughly 11.5% share of each market last year.
Carlyle has held a minority stake in the Shanghai company for four years, first investing RMB3.3 billion (then $410 million) in 2005. It later injected additional capital, bringing the firm's total investment to $800 million, according to a source.
Caryle didn't say sell any shares in the IPO, but the value of its money has soared by 6 times to around $4.8 billion on paper, the source said.
The firm's pre-IPO stake of 17.3% will be diluted as result of the offering, and investment is now subject to a one-year lock-up agreement, this person added.
The underwriters for the Hong Kong listing are UBS, Credit Suisse Group, China International Capital Corp. Ltd. and Goldman, Sachs & Co.
Carlyle employs both a buyout and growth equity strategy in Asia. In late June, it unveiled a $1.04 billion fund focused on high-growth companies in China, India, South Korea and other Asian markets.
The new pool, Carlyle Asia Growth Partners IV, revealed in November that it sank more than $60 million in three separate Chinese businesses: ship components and marine- and port-structures manufacturer Nantong Rainbow Heavy Industry Co. Ltd., China Agritech Co. Ltd. and tourism services provider iTour Co. Ltd.
In September, Carlyle agreed to buy a 17.3% stake in one of China's biggest makers of infant formula, Guangdong Yashili Group Co. Ltd.
Tengion Files For $40.25M IPO
East Norriton, Pa.-based venture funded biotech Tengion Inc. has filed for a $40.25 million initial public offering. Piper Jaffray & Co. will serve as the lead underwriter. It plans to trade on the Nasdaq under ticker symbol TNGN. Tengion has raised more than $140 million in VC funding, from Oak Investment Partners, HealthCap, Johnson & Johnson Development Corp., Brookside Capital, Bain Capital Ventures, Quaker BioVentures, L Capital Partners, Deerfield Partners and Safeguard Scientifics. Tengion is a regenerative medicine company focused on replacement organs such as bladders.
Amicas To Be Acquired By Thomas Bravo For $217M
Thoma Bravo to buy Amicas by Donna Block Updated 09:16 AM, Dec-28-2009 ET
Radiology imaging software company Amicas Inc. agreed Monday Dec. 28, to be acquired by private equity firm Thoma Bravo LLC in an all-cash deal valued at $5.35 per share or $217 million.
The per-share price represents a 21% premium over Amicas' closing price Thursday of $4.42.
Stephen Kahane, Amicas' chairman, president, and chief executive, said the deal provides an "attractive all cash valuation for shareholders." Kahane added that working with the private equity firm will give the company additional capital and operational expertise to grow and better serve its customers.
"We look forward to continuing our mission to provide the best solutions for image and information management in healthcare," said Kahane.
"Thoma Bravo will further strengthen the industry leadership position of Amicas through organic growth initiatives, acquisitions, and implementation of operational best practices," Seth Boro, a principal at Chicago-based Thoma Bravo said in a statement announcing the deal.
The transaction is expected to close in the first quarter of 2010 pending regulatory approvals and the approval of Amicas shareholders. The deal is not subject to a financing condition.
Under the merger agreement, however, Boston-based Amicas may solicit alternative proposals from third parties for 45 calendar days commencing Dec. 24, 2009.
Raymond James & Associates, Inc. is serving as financial adviser to Amicas. Mintz, Levin, Cohn, Ferris, Glovsky, and Popeo, P.C. is providing Amicas with legal counsel. Thoma Bravo's legal counsel is Kirkland & Ellis LLP.
Amicas was founded in 1996 as InfoCure Corp. and in 1999 acquired medical software company VitalWorks Inc. In 2005, Amicas sold the VitalWorks unit to Cerner Corp. for $100 million. Since then, the company has focused entirely on developing image and information management software for radiology and cardiology departments.
Earlier this year, Amicas bought Emageon Inc. a provider of software and services to hospitals and health care networks for $39 million. The deal expanded Amicas' expertise in image and information management products, and expanded its customer base to more than 1,000 clients.
Radiology imaging software company Amicas Inc. agreed Monday Dec. 28, to be acquired by private equity firm Thoma Bravo LLC in an all-cash deal valued at $5.35 per share or $217 million.
The per-share price represents a 21% premium over Amicas' closing price Thursday of $4.42.
Stephen Kahane, Amicas' chairman, president, and chief executive, said the deal provides an "attractive all cash valuation for shareholders." Kahane added that working with the private equity firm will give the company additional capital and operational expertise to grow and better serve its customers.
"We look forward to continuing our mission to provide the best solutions for image and information management in healthcare," said Kahane.
"Thoma Bravo will further strengthen the industry leadership position of Amicas through organic growth initiatives, acquisitions, and implementation of operational best practices," Seth Boro, a principal at Chicago-based Thoma Bravo said in a statement announcing the deal.
The transaction is expected to close in the first quarter of 2010 pending regulatory approvals and the approval of Amicas shareholders. The deal is not subject to a financing condition.
Under the merger agreement, however, Boston-based Amicas may solicit alternative proposals from third parties for 45 calendar days commencing Dec. 24, 2009.
Raymond James & Associates, Inc. is serving as financial adviser to Amicas. Mintz, Levin, Cohn, Ferris, Glovsky, and Popeo, P.C. is providing Amicas with legal counsel. Thoma Bravo's legal counsel is Kirkland & Ellis LLP.
Amicas was founded in 1996 as InfoCure Corp. and in 1999 acquired medical software company VitalWorks Inc. In 2005, Amicas sold the VitalWorks unit to Cerner Corp. for $100 million. Since then, the company has focused entirely on developing image and information management software for radiology and cardiology departments.
Earlier this year, Amicas bought Emageon Inc. a provider of software and services to hospitals and health care networks for $39 million. The deal expanded Amicas' expertise in image and information management products, and expanded its customer base to more than 1,000 clients.
Tower Bancorp To Buy First Chester For $65M
Tower Bancorp Inc. agreed Monday to buy neighboring First Chester County Corp. of West Chester, Pa. in an all-stock deal valued at about $65 million or about $10.22 per share.
Under terms of the deal, Harrisburg, Pa.-based Tower plans to give First Chester holders 0.453 of a Tower common chare for each First Chester share. That values First Chester at $10.22 per share, an 86% premium to Thursday's close of $5.50.
Tower chairman and chief executive Andrew Samuel said in a statement that First Chester's location is contiguous to Tower's current markets and the deal fits the company's strategy of expanding selectively.
"Upon closing we will be one of central and southeastern Pennsylvania's largest independent community banks," Samuel said.
John A. Featherman III, chairman, president and CEO of First Chester said the deal will "create significant value for First Chester shareholders, both immediately and longer term."
First Chester has $1.3 billion in assets as well as 23 branches situated across four counties in southeastern Pennsylvania. Tower has $1.4 billion in assets and 27 locations in central Pennsylvania and Maryland.
Tower Bancorp, with a market value of $160 million, is the result of a deal earlier this year to merge Graystone Bank and Tower Bank. And, as part of the First Chester deal, Graystone Tower Bank has agreed to increase its lending facility with First Chester to up to $26 million as well as to purchase up to $100 million of residential mortgages and commercial loans from First National Bank of Chester County in order for the bank to satisfy the regulatory capital requirements of the Office of the Comptroller of the Currency.
Tower expects the deal to close in the second quarter and management said it plans no branch closures, though 15% cost savings, or $12 million, are expected from streamlining back-office operations.
The transaction, approved by the boards of both companies, is expected to close in the second quarter pending shareholder and regulatory approvals.
Investment firm Keefe Bruyette & Woods Inc. provided Tower with financial advice and Rhoads & Sinon LLP provided legal counsel. First Chester was advised by the investment banking firm of Sandler O'Neill and Partners and the law firm of Hogan & Hartson LLP.
Under terms of the deal, Harrisburg, Pa.-based Tower plans to give First Chester holders 0.453 of a Tower common chare for each First Chester share. That values First Chester at $10.22 per share, an 86% premium to Thursday's close of $5.50.
Tower chairman and chief executive Andrew Samuel said in a statement that First Chester's location is contiguous to Tower's current markets and the deal fits the company's strategy of expanding selectively.
"Upon closing we will be one of central and southeastern Pennsylvania's largest independent community banks," Samuel said.
John A. Featherman III, chairman, president and CEO of First Chester said the deal will "create significant value for First Chester shareholders, both immediately and longer term."
First Chester has $1.3 billion in assets as well as 23 branches situated across four counties in southeastern Pennsylvania. Tower has $1.4 billion in assets and 27 locations in central Pennsylvania and Maryland.
Tower Bancorp, with a market value of $160 million, is the result of a deal earlier this year to merge Graystone Bank and Tower Bank. And, as part of the First Chester deal, Graystone Tower Bank has agreed to increase its lending facility with First Chester to up to $26 million as well as to purchase up to $100 million of residential mortgages and commercial loans from First National Bank of Chester County in order for the bank to satisfy the regulatory capital requirements of the Office of the Comptroller of the Currency.
Tower expects the deal to close in the second quarter and management said it plans no branch closures, though 15% cost savings, or $12 million, are expected from streamlining back-office operations.
The transaction, approved by the boards of both companies, is expected to close in the second quarter pending shareholder and regulatory approvals.
Investment firm Keefe Bruyette & Woods Inc. provided Tower with financial advice and Rhoads & Sinon LLP provided legal counsel. First Chester was advised by the investment banking firm of Sandler O'Neill and Partners and the law firm of Hogan & Hartson LLP.
Monday, December 21, 2009
Youku.com Raises $40M Equity Financing
Youku.com, a Chinese video sharing site, has raised $40 million in the first tranche of a Series E funding round. Chengwei Ventures led the close, and was joined by fellow return backers Brookside Capital, Maverick Capital and Sutter Hill Ventures. The company has now raised $110 million in total VC funding, plus $10 million in venture debt from Western Technology Investment.
On the third anniversary of its launch, Youku.com, China’s leading Internet video website, today announced that it has closed US$40 million in private equity funding in a first tranche of a growth financing round.
The round was led by Chengwei Ventures and the first closing was raised entirely from existing investors. Besides Chengwei, those investors include Brookside (Bain) Capital, Maverick Capital, and Sutter Hill Ventures.
Youku is in active discussion with other potential investors over a second tranche of the round, which will raise up to an additional $40 million.
Including the first tranche for the current round, the company has raised $110 million in private equity funding, and $10 million in venture debt.
This latest round of funding will be used to syndicate professional media and produce Web-based content, to further enhance user experience, and on both PC-based and mobile R&D, according to Youku founder and CEO Victor Koo.
“We are honored to have the continued support of our board and our investors,” said Mr. Koo. “We feel this is a vote of confidence in our ability to execute and deliver results over the last three years, and this round of funding will help us to extend and solidify our lead in the market,” he said.
Youku currently works with over 1500 content license-holders to deliver professionally-produced programming. Youku has attracted 350 brand advertisers to date, and the company’s gross revenues for 2009 will surpass RMB 200 million.
“In the year 2009, Youku has cemented a dominant market position and achieved successful monetization,” said Eric Li, managing director of Chengwei Ventures. “We will continue to ensure Youku has the strongest financial resources to maintain and expand its leadership position,” he added.
Youku had 149 million unique visitors accessing the site from home or office PCs and 57 million accessing from Internet cafes during the month of October 2009, according to Shanghai-based Internet research firm iResearch. iResearch also reported that Youku users spent a total of 229 million hours on the site in October.
On the third anniversary of its launch, Youku.com, China’s leading Internet video website, today announced that it has closed US$40 million in private equity funding in a first tranche of a growth financing round.
The round was led by Chengwei Ventures and the first closing was raised entirely from existing investors. Besides Chengwei, those investors include Brookside (Bain) Capital, Maverick Capital, and Sutter Hill Ventures.
Youku is in active discussion with other potential investors over a second tranche of the round, which will raise up to an additional $40 million.
Including the first tranche for the current round, the company has raised $110 million in private equity funding, and $10 million in venture debt.
This latest round of funding will be used to syndicate professional media and produce Web-based content, to further enhance user experience, and on both PC-based and mobile R&D, according to Youku founder and CEO Victor Koo.
“We are honored to have the continued support of our board and our investors,” said Mr. Koo. “We feel this is a vote of confidence in our ability to execute and deliver results over the last three years, and this round of funding will help us to extend and solidify our lead in the market,” he said.
Youku currently works with over 1500 content license-holders to deliver professionally-produced programming. Youku has attracted 350 brand advertisers to date, and the company’s gross revenues for 2009 will surpass RMB 200 million.
“In the year 2009, Youku has cemented a dominant market position and achieved successful monetization,” said Eric Li, managing director of Chengwei Ventures. “We will continue to ensure Youku has the strongest financial resources to maintain and expand its leadership position,” he added.
Youku had 149 million unique visitors accessing the site from home or office PCs and 57 million accessing from Internet cafes during the month of October 2009, according to Shanghai-based Internet research firm iResearch. iResearch also reported that Youku users spent a total of 229 million hours on the site in October.
Ukrop Sells 25 Stores To Giant-Carlisle for $140M
Right on the heels of setting up shop in London, Harris Williams & Co. has brokered a European deal.
The Richmond, Va., investment bank announced Friday that Chris Williams, Derek Lewis, John Klim, and Nathan Dapeer advised on Ukrop's Super Markets Inc.'s sale of 25 stores to Giant-Carlisle for $140 million.
Giant-Carlisle, officially known as Giant Food Stores LLC, is a division of Ahold USA Inc. of Quincy, Mass., itself a unit of Dutch supermarket conglomerate Royal Ahold NV of Amsterdam.
"This acquisition is part of Ahold's profitable growth strategy. Ukrop's is a great company with a strong heritage in an attractive market," Ahold CEO John Rishton said in a statement.
Royal Ahold announced the deal Dec. 17. It is expected to close in the next quarter.
Ukrop's, a family-owned 28-store chain in central Virginia founded in 1937, first began to circulate a prospectus to interested buyers around July 15, according to trade publication Food World.
"The family came to the realization that the grocery industry has changed a lot in the last decade and become increasingly competitive," Harris Williams director Derek Lewis said. "To be able to buy more cost-effectively and to be able to offer lower prices was one of the key considerations."
Ukrop's CEO Bobby Ukrop will retain his company's baked goods and kitchen operations and become an Ahold supplier in Richmond.
Lewis said a small auction was conducted but declined to identify other bidders.
"We went through a small group of strategic buyers we thought would have an interest in these assets. It was a very targeted process," he said.
Royal Ahold finished a major divestiture effort in early 2008 that raised €3.1 billion ($4.4 billion), significantly more than the €2.5 billion that the company pledged in November 2003.
When the program began, Ahold was on the brink of implosion, with observers dubbing it "Europe's Enron." The company had admitted overstating earnings by $1 billion at its U.S. Foodservice Unit. For 2002, Ahold posed a €1.2 billion loss on €63 billion in sales and was carrying €12.3 billion in debt.
The asset sales were spread across 28 countries worldwide. They included sales of Ahold's U.S. subsidiary chains Bi-Lo and Bruno's to Dallas-based Lone Star Funds for $660 million, Brazilian retail chain G. Barbosa to Washington buyout firm Acon Investments LLC for an estimated $550 million in January 2005, and its money-losing Hypermarkets in Poland to France's Carrefour SA for $499 million in December 2006.
On Dec. 10 Harris Williams opened up a London subsidiary, Harris Williams & Co. Ltd., in a calculated move to take advantage of the pickup in economic and M&A activity.
"[The Ahold deal] is indicative of a lot of trends that we're seeing with the middle market becoming more and more global. Going forward, the London office will be a great access point for Harris Williams into Europe," Lewis said.
Ukrop's didn't return calls. Ahold officials could not be reached.
The Richmond, Va., investment bank announced Friday that Chris Williams, Derek Lewis, John Klim, and Nathan Dapeer advised on Ukrop's Super Markets Inc.'s sale of 25 stores to Giant-Carlisle for $140 million.
Giant-Carlisle, officially known as Giant Food Stores LLC, is a division of Ahold USA Inc. of Quincy, Mass., itself a unit of Dutch supermarket conglomerate Royal Ahold NV of Amsterdam.
"This acquisition is part of Ahold's profitable growth strategy. Ukrop's is a great company with a strong heritage in an attractive market," Ahold CEO John Rishton said in a statement.
Royal Ahold announced the deal Dec. 17. It is expected to close in the next quarter.
Ukrop's, a family-owned 28-store chain in central Virginia founded in 1937, first began to circulate a prospectus to interested buyers around July 15, according to trade publication Food World.
"The family came to the realization that the grocery industry has changed a lot in the last decade and become increasingly competitive," Harris Williams director Derek Lewis said. "To be able to buy more cost-effectively and to be able to offer lower prices was one of the key considerations."
Ukrop's CEO Bobby Ukrop will retain his company's baked goods and kitchen operations and become an Ahold supplier in Richmond.
Lewis said a small auction was conducted but declined to identify other bidders.
"We went through a small group of strategic buyers we thought would have an interest in these assets. It was a very targeted process," he said.
Royal Ahold finished a major divestiture effort in early 2008 that raised €3.1 billion ($4.4 billion), significantly more than the €2.5 billion that the company pledged in November 2003.
When the program began, Ahold was on the brink of implosion, with observers dubbing it "Europe's Enron." The company had admitted overstating earnings by $1 billion at its U.S. Foodservice Unit. For 2002, Ahold posed a €1.2 billion loss on €63 billion in sales and was carrying €12.3 billion in debt.
The asset sales were spread across 28 countries worldwide. They included sales of Ahold's U.S. subsidiary chains Bi-Lo and Bruno's to Dallas-based Lone Star Funds for $660 million, Brazilian retail chain G. Barbosa to Washington buyout firm Acon Investments LLC for an estimated $550 million in January 2005, and its money-losing Hypermarkets in Poland to France's Carrefour SA for $499 million in December 2006.
On Dec. 10 Harris Williams opened up a London subsidiary, Harris Williams & Co. Ltd., in a calculated move to take advantage of the pickup in economic and M&A activity.
"[The Ahold deal] is indicative of a lot of trends that we're seeing with the middle market becoming more and more global. Going forward, the London office will be a great access point for Harris Williams into Europe," Lewis said.
Ukrop's didn't return calls. Ahold officials could not be reached.
Bucyrus Intl To Buy Terex Biz For $1.3B
Mining equipment maker Bucyrus International Inc. agreed Sunday to buy Terex Corp.'s mining equipment business for $1.3 billion to take a global lead in the business.
Though the purchase is officially a cash deal, Bucyrus can at the closing request that $300 million of it be paid in Terex stock at the current share price.
The purchased assets include operations making hydraulic mining excavators and electric drive mining trucks and comprise 38 facilities around the world with about 2,150 employees. Once the deal closes, South Milwaukee, Wis.-based Bucyrus will operate out of about 100 locations around the world and have about 10,000 employees.
"Through our extended product offering, we will continue to design and produce world-class machines and provide the best after-market support throughout the life of the equipment," Bucyrus CEO Tim Sullivan said in a statement. "We will expand our geographic footprint and diversify our portfolio of products across a broader range of commodities."
Bucyrus estimated it could find more than $100 million in annual operating synergies by 2012 because of the deal.
Both boards have approved the deal, which does not need shareholder approval from either company. The parties expect to close the transaction in the first quarter of 2010.
Bucyrus said it has signed a commitment letter with a group of financial institutions, which it did not name, to provide financing for the deal by increasing its existing revolving credit facility and with a new term loan facility.
Westport, Conn.-based Terex said the sale is part of its plan to relinquish its construction and mining equipment business and focus on machinery and industrial products, which have a higher return on capital. The company will receive about $1 billion in net proceeds, which it plans to reinvest in its chosen core business.
"Mining is a highly capital intensive business," said Terex chairman and CEO Ronald M. DeFeo in a statement. "It would take us years to build the infrastructure to service and support new equipment sales in many of the key mining markets around the world where Bucyrus already has significant presence."
Goldman, Sachs & Co. acted as financial adviser to Terex on the deal, while the company sought legal counsel from Bryan Cave LLP.
Greenhill & Co. LLC served as Bucyrus' financial adviser. Sullivan & Cromwell LLP acted as counsel to Bucyrus in connection with the acquisition agreement, while Foley & Lardner LLP provided legal advice on a commitment letter from lenders.
Though the purchase is officially a cash deal, Bucyrus can at the closing request that $300 million of it be paid in Terex stock at the current share price.
The purchased assets include operations making hydraulic mining excavators and electric drive mining trucks and comprise 38 facilities around the world with about 2,150 employees. Once the deal closes, South Milwaukee, Wis.-based Bucyrus will operate out of about 100 locations around the world and have about 10,000 employees.
"Through our extended product offering, we will continue to design and produce world-class machines and provide the best after-market support throughout the life of the equipment," Bucyrus CEO Tim Sullivan said in a statement. "We will expand our geographic footprint and diversify our portfolio of products across a broader range of commodities."
Bucyrus estimated it could find more than $100 million in annual operating synergies by 2012 because of the deal.
Both boards have approved the deal, which does not need shareholder approval from either company. The parties expect to close the transaction in the first quarter of 2010.
Bucyrus said it has signed a commitment letter with a group of financial institutions, which it did not name, to provide financing for the deal by increasing its existing revolving credit facility and with a new term loan facility.
Westport, Conn.-based Terex said the sale is part of its plan to relinquish its construction and mining equipment business and focus on machinery and industrial products, which have a higher return on capital. The company will receive about $1 billion in net proceeds, which it plans to reinvest in its chosen core business.
"Mining is a highly capital intensive business," said Terex chairman and CEO Ronald M. DeFeo in a statement. "It would take us years to build the infrastructure to service and support new equipment sales in many of the key mining markets around the world where Bucyrus already has significant presence."
Goldman, Sachs & Co. acted as financial adviser to Terex on the deal, while the company sought legal counsel from Bryan Cave LLP.
Greenhill & Co. LLC served as Bucyrus' financial adviser. Sullivan & Cromwell LLP acted as counsel to Bucyrus in connection with the acquisition agreement, while Foley & Lardner LLP provided legal advice on a commitment letter from lenders.
TreeHouse Agrees To Buy Sturm Foods For $660M
TreeHouse Foods Inc. agreed Monday to acquire Sturm Foods Inc., a private-label manufacturer of hot cereal and powdered soft drink mixes, from HM Capital Partners LLC and other shareholders for $660 million.
Bank of America Merrill Lynch is financial adviser to TreeHouse Foods on the transaction, and Winston & Strawn LLP is legal counsel. Deutsche Bank AG is financial adviser to Sturm and HM Capital with respect to the transaction, and Vinson & Elkins LLP is legal counsel.
TreeHouse said it expects the deal to boost its presence in private-label dry groceries, expand earnings margins and enhance cash flows, as well as improve the company's research and development, packaging, mixing and flavoring capabilities.
The deal will boost TreeHouse's pro forma sales to about $1.9 billion after the transaction is complete, TreeHouse said. The transaction also is expected to add about 38 cents to 40 cents per share to earnings on an annual basis.
"Sturm Foods is a significant addition to TreeHouse, both strategically and financially," said Sam K. Reed, chairman and chief executive of TreeHouse Foods. Reed added that the hot cereal and powdered drink mix categories "are large and growing, offer health and convenience benefits, and have significant private-label shares of 26% and 20%, respectively."
Under terms of the deal, the purchase price is expected to be funded by a combination of $400 million in new debt issuance, about $100 million in equity stock issuance and the balance accessed from borrowings under TreeHouse's existing revolving credit facility.
Both the financing and the acquisition are expected to close in the first quarter of 2010. TreeHouse Foods said it expects to incur about $19 million in one-time costs associated with inventory revaluations, transaction fees and issuance costs within the first year following closing.
Manawa, Wis.-based Sturm, founded in 1905, was acquired by HM Capital Partners in May 2005, and Sturm's CEO, Michael Upchurch, maintained an equity stake in the company.
TreeHouse was spun off from Dean Foods Co. in 2005 and first lady Michelle Obama had been a director of the Westchester, Ill.-based food manufacturer but resigned her post in May 2007 when her husband became a presidential candidate.
TreeHouse also raised its 2009 earnings-per-share guidance. It sees earnings of $2.10 a share to $2.12 a share, excluding items, compared with its prior view of $2.07 to $2.09 a share.
For 2010, excluding the impact of the acquisition, the company expects to earn $2.32 a share to $2.37 a share.
Bank of America Merrill Lynch is financial adviser to TreeHouse Foods on the transaction, and Winston & Strawn LLP is legal counsel. Deutsche Bank AG is financial adviser to Sturm and HM Capital with respect to the transaction, and Vinson & Elkins LLP is legal counsel.
TreeHouse said it expects the deal to boost its presence in private-label dry groceries, expand earnings margins and enhance cash flows, as well as improve the company's research and development, packaging, mixing and flavoring capabilities.
The deal will boost TreeHouse's pro forma sales to about $1.9 billion after the transaction is complete, TreeHouse said. The transaction also is expected to add about 38 cents to 40 cents per share to earnings on an annual basis.
"Sturm Foods is a significant addition to TreeHouse, both strategically and financially," said Sam K. Reed, chairman and chief executive of TreeHouse Foods. Reed added that the hot cereal and powdered drink mix categories "are large and growing, offer health and convenience benefits, and have significant private-label shares of 26% and 20%, respectively."
Under terms of the deal, the purchase price is expected to be funded by a combination of $400 million in new debt issuance, about $100 million in equity stock issuance and the balance accessed from borrowings under TreeHouse's existing revolving credit facility.
Both the financing and the acquisition are expected to close in the first quarter of 2010. TreeHouse Foods said it expects to incur about $19 million in one-time costs associated with inventory revaluations, transaction fees and issuance costs within the first year following closing.
Manawa, Wis.-based Sturm, founded in 1905, was acquired by HM Capital Partners in May 2005, and Sturm's CEO, Michael Upchurch, maintained an equity stake in the company.
TreeHouse was spun off from Dean Foods Co. in 2005 and first lady Michelle Obama had been a director of the Westchester, Ill.-based food manufacturer but resigned her post in May 2007 when her husband became a presidential candidate.
TreeHouse also raised its 2009 earnings-per-share guidance. It sees earnings of $2.10 a share to $2.12 a share, excluding items, compared with its prior view of $2.07 to $2.09 a share.
For 2010, excluding the impact of the acquisition, the company expects to earn $2.32 a share to $2.37 a share.
Tuesday, November 17, 2009
RockYou Lands $50M Equity Financing
RockYou, a developer of social network applications, has landed a hefty $50 million in fresh funding, TechCrunch reported.
Previous backer Softbank led the round, which brings the start-up’s total funding to $119 million, the publication said.
Aside from creating its own applications, the company, which is said to post annual revenues of between $30 million to $40 million, also serves advertising to their own and other applications, TechCrunch said.
Previous backer Softbank led the round, which brings the start-up’s total funding to $119 million, the publication said.
Aside from creating its own applications, the company, which is said to post annual revenues of between $30 million to $40 million, also serves advertising to their own and other applications, TechCrunch said.
JSW Steel Announces IPO Offering
Nov. 17 (Bloomberg) -- JSW Steel Ltd., India’s third- largest steelmaker, expects to open the initial public offering of its energy business next month, valuing the unit at about 200 billion rupees ($4.3 billion).
JSW Energy Ltd. aims to sell a stake of as much as 15 percent to raise 30 billion rupees, Managing Director Sajjan Jindal said in an interview in Mumbai. JSW Energy’s capacity may rise to 3,140 megawatts next year and about 11,350 megawatts in the following five years from 1,000 megawatts now, he said.
“JSW’s power plants are already operational and by September next year the capacity will rise, which is an advantage,” said Alex K. Mathews, the head of equity research at brokerage Geojit BNP Paribas Financial Services Ltd.
Power companies in India raised more than $2 billion in IPOs this financial year as investors bet on Prime Minister Manmohan Singh’s plan to almost double generation capacity in the five years to March 2012. Singh’s administration has pledged to spend 569.6 billion rupees to add power plants and transmission lines this financial year.
JSW Steel shares rose as much as 2.6 percent to 948.70 rupees, the highest price in the past year. They traded at 929.80 rupees, up 0.6 percent, as of 12:15 p.m. in Mumbai. The benchmark Sensitive Index declined 0.6 percent.
Generation, Transmission
JSW Energy plans to use 21.3 billion rupees of the IPO proceeds to add 2,790 megawatts of capacity, build a 169- kilometer (105 mile) transmission line and develop a lignite mine in the northern state of Rajasthan, according to documents filed with India’s market regulator. About 4.75 billion rupees will be used to repay debt.
“There are many companies selling shares, but investors will look at those that have already begun production,” Jindal said yesterday. JSW Energy runs facilities in the northwestern state of Rajasthan and in the southern state of Karnataka.
The sale is being managed by JM Financial Consultants, Kotak Mahindra Capital Co., ICICI Securities Ltd., IDFC-SSKI Ltd, J.P. Morgan India Pvt., SBI Capital Markets Ltd., Morgan Stanley India Ltd. and IDBI Capital Market Services Ltd.
Coal Mine Expansion
India, the world’s second fastest-growing major economy, faces peak-hour shortages of 12.6 percent this year, according to the Central Electricity Authority. The government plans to add 78,700 megawatts of capacity in the five years to March 2012 and 100,000 megawatts in the following five years.
Separately, JSW Steel may spend $500 million buying coal mines in nations including Australia and South Africa to secure supplies for its local expansion, Jindal said.
Indian steel demand is expected to grow by about 10 percent in the second half of this financial year. JSW Steel is looking at new locations after failing to find coking coal at its exploration project in Mozambique.
The company plans to raise capacity by more than 33 percent to 10 million metric tons at its Vijayanagar plant in South India by 2011 as demand from customers including Larsen & Toubro Ltd. and GMR Group increases, Jindal said. Later, JSW Steel aims to build a mill in West Bengal state with an initial 3 million ton capacity, he said.
JSW Energy Ltd. aims to sell a stake of as much as 15 percent to raise 30 billion rupees, Managing Director Sajjan Jindal said in an interview in Mumbai. JSW Energy’s capacity may rise to 3,140 megawatts next year and about 11,350 megawatts in the following five years from 1,000 megawatts now, he said.
“JSW’s power plants are already operational and by September next year the capacity will rise, which is an advantage,” said Alex K. Mathews, the head of equity research at brokerage Geojit BNP Paribas Financial Services Ltd.
Power companies in India raised more than $2 billion in IPOs this financial year as investors bet on Prime Minister Manmohan Singh’s plan to almost double generation capacity in the five years to March 2012. Singh’s administration has pledged to spend 569.6 billion rupees to add power plants and transmission lines this financial year.
JSW Steel shares rose as much as 2.6 percent to 948.70 rupees, the highest price in the past year. They traded at 929.80 rupees, up 0.6 percent, as of 12:15 p.m. in Mumbai. The benchmark Sensitive Index declined 0.6 percent.
Generation, Transmission
JSW Energy plans to use 21.3 billion rupees of the IPO proceeds to add 2,790 megawatts of capacity, build a 169- kilometer (105 mile) transmission line and develop a lignite mine in the northern state of Rajasthan, according to documents filed with India’s market regulator. About 4.75 billion rupees will be used to repay debt.
“There are many companies selling shares, but investors will look at those that have already begun production,” Jindal said yesterday. JSW Energy runs facilities in the northwestern state of Rajasthan and in the southern state of Karnataka.
The sale is being managed by JM Financial Consultants, Kotak Mahindra Capital Co., ICICI Securities Ltd., IDFC-SSKI Ltd, J.P. Morgan India Pvt., SBI Capital Markets Ltd., Morgan Stanley India Ltd. and IDBI Capital Market Services Ltd.
Coal Mine Expansion
India, the world’s second fastest-growing major economy, faces peak-hour shortages of 12.6 percent this year, according to the Central Electricity Authority. The government plans to add 78,700 megawatts of capacity in the five years to March 2012 and 100,000 megawatts in the following five years.
Separately, JSW Steel may spend $500 million buying coal mines in nations including Australia and South Africa to secure supplies for its local expansion, Jindal said.
Indian steel demand is expected to grow by about 10 percent in the second half of this financial year. JSW Steel is looking at new locations after failing to find coking coal at its exploration project in Mozambique.
The company plans to raise capacity by more than 33 percent to 10 million metric tons at its Vijayanagar plant in South India by 2011 as demand from customers including Larsen & Toubro Ltd. and GMR Group increases, Jindal said. Later, JSW Steel aims to build a mill in West Bengal state with an initial 3 million ton capacity, he said.
Kraft Announced $16.3B Hostile Offer For Cadbury
Kraft Foods on Monday formally made a £9.8 billion hostile bid for Cadbury, making official its effort to create an international food giant. Cadbury quickly rejected the new proposal, setting up a potentially bruising fight for control of the British confectioner.
Kraft’s bid, the equivalent of $16.3 billion, came just before a 5 p.m. deadline in London imposed by Britain’s Takeover Panel, which had given the American food company until Monday to make a formal offer. If Kraft has not done so, it would have been barred from making another bid for Cadbury for six months.
Now Kraft will take its proposal, comprised of 300 pence a share in cash and 0.2589 of a newly issued Kraft share for each Cadbury share, directly to the British company’s shareholders. That amounts to 717 pence a Cadbury share, which is below Kraft’s original bid of 745 pence a share because of a decline in its own stock price.
Analysts had expected Kraft to sweeten its original proposal. But in its filing with the London Stock Exchange, Kraft again asserted that its latest pitch was full and fairly priced. Monday’s offer, it said, had an enterprise value of 13.9 times Cadbury’s earnings before interest, taxes, depreciation and amortization, or Ebitda. Cadbury’s own acquisition of Adams in 2002 was valued at 12.8 times historical Ebitda, Kraft said.
That was not enough to persuade Cadbury to change its mind, and the company quickly rejected the new offer and urged shareholders to do the same.
“The repetition of a proposal which is now of less value and lower than the current Cadbury share price does not make it any more attractive,” Roger Carr, the company’s chairman, said in a statement. “As a result, the board has emphatically rejected this derisory offer and has strengthened its resolve to ensure the true value of Cadbury is fully understood by all.”
Shares in Cadbury traded closed at 761 pence on the London Stock Exchange on Monday after Kraft’s announcement.
In Cadbury, Kraft hopes to combine its Ritz crackers and Oreo cookie brands with Trident gum and Dairy Milk chocolates, reaping $625 million in annual pretax cost savings. Kraft is also hoping to tap the higher growth that Cadbury’s core confectionery business would provide, along with its broader exposure to international markets.
“Kraft Foods believes that a combination with Cadbury would build on a global powerhouse in snacks, confectionery and quick meals, with an exceptional portfolio of leading brands around the world,” Kraft said in its filing with the London Stock Exchange.
Earlier this month, Kraft cut its forecast for net organic revenue growth, disappointing analysts even as its third-quarter results beat expectations.
Since Kraft first made its expression of interest in September, analysts have watched the repartee between the two companies in what could be one of the biggest mergers this year. Both sides have already hired teams of investment banks and law firms to gird for a fight that could last months.
Cadbury’s management and board have said that Kraft’s offer substantially undervalues its future prospects. Last month, the company reported stronger-than-expected results, which it said reinforced its argument that its prospects are better as an independent entity than as part of a “low-growth” conglomerate.
With Kraft now making an official offer, it has roughly three months to publish a prospectus for Cadbury shareholders and solicit enough votes to succeed. It is unknown whether rival bidders will emerge, since logical competitors like Hershey are constrained by several factors, including price.
Kraft is being advised by the investment banks Lazard, Centerview Partners, Citigroup and Deutsche Bank and the law firms Clifford Chance, Cravath, Swaine & Moore, Gibson, Dunn & Crutcher and Arnold & Porter.
Citigroup and Deutsche Bank are also serving as corporate brokers, leading Kraft’s effort to finance the transaction.
Cadbury has been advised by the investment banks Goldman Sachs, UBS and Morgan Stanley, the American law firm Shearman & Sterling and the British law firm Slaughter & May.
Kraft’s bid, the equivalent of $16.3 billion, came just before a 5 p.m. deadline in London imposed by Britain’s Takeover Panel, which had given the American food company until Monday to make a formal offer. If Kraft has not done so, it would have been barred from making another bid for Cadbury for six months.
Now Kraft will take its proposal, comprised of 300 pence a share in cash and 0.2589 of a newly issued Kraft share for each Cadbury share, directly to the British company’s shareholders. That amounts to 717 pence a Cadbury share, which is below Kraft’s original bid of 745 pence a share because of a decline in its own stock price.
Analysts had expected Kraft to sweeten its original proposal. But in its filing with the London Stock Exchange, Kraft again asserted that its latest pitch was full and fairly priced. Monday’s offer, it said, had an enterprise value of 13.9 times Cadbury’s earnings before interest, taxes, depreciation and amortization, or Ebitda. Cadbury’s own acquisition of Adams in 2002 was valued at 12.8 times historical Ebitda, Kraft said.
That was not enough to persuade Cadbury to change its mind, and the company quickly rejected the new offer and urged shareholders to do the same.
“The repetition of a proposal which is now of less value and lower than the current Cadbury share price does not make it any more attractive,” Roger Carr, the company’s chairman, said in a statement. “As a result, the board has emphatically rejected this derisory offer and has strengthened its resolve to ensure the true value of Cadbury is fully understood by all.”
Shares in Cadbury traded closed at 761 pence on the London Stock Exchange on Monday after Kraft’s announcement.
In Cadbury, Kraft hopes to combine its Ritz crackers and Oreo cookie brands with Trident gum and Dairy Milk chocolates, reaping $625 million in annual pretax cost savings. Kraft is also hoping to tap the higher growth that Cadbury’s core confectionery business would provide, along with its broader exposure to international markets.
“Kraft Foods believes that a combination with Cadbury would build on a global powerhouse in snacks, confectionery and quick meals, with an exceptional portfolio of leading brands around the world,” Kraft said in its filing with the London Stock Exchange.
Earlier this month, Kraft cut its forecast for net organic revenue growth, disappointing analysts even as its third-quarter results beat expectations.
Since Kraft first made its expression of interest in September, analysts have watched the repartee between the two companies in what could be one of the biggest mergers this year. Both sides have already hired teams of investment banks and law firms to gird for a fight that could last months.
Cadbury’s management and board have said that Kraft’s offer substantially undervalues its future prospects. Last month, the company reported stronger-than-expected results, which it said reinforced its argument that its prospects are better as an independent entity than as part of a “low-growth” conglomerate.
With Kraft now making an official offer, it has roughly three months to publish a prospectus for Cadbury shareholders and solicit enough votes to succeed. It is unknown whether rival bidders will emerge, since logical competitors like Hershey are constrained by several factors, including price.
Kraft is being advised by the investment banks Lazard, Centerview Partners, Citigroup and Deutsche Bank and the law firms Clifford Chance, Cravath, Swaine & Moore, Gibson, Dunn & Crutcher and Arnold & Porter.
Citigroup and Deutsche Bank are also serving as corporate brokers, leading Kraft’s effort to finance the transaction.
Cadbury has been advised by the investment banks Goldman Sachs, UBS and Morgan Stanley, the American law firm Shearman & Sterling and the British law firm Slaughter & May.
Cisco Revises Offer To Buy Tandberg To $3.4B
Cisco(R) (NASDAQ: CSCO) today announced a revised recommended voluntary cash offer to acquire TANDBERG (OSLO: TAA). Under the revised terms, Cisco will offer to purchase all the outstanding shares of TANDBERG for 170 Norwegian Kroner per share for an aggregate purchase price of approximately $3.4 billion. Cisco will also increase the interest payable on the offer price to a rate of 3.00% from a rate of 1.75%. This revised offer represents Cisco's final price for this transaction.
Shareholders representing in aggregate more than 30% of the outstanding shares, including TANDBERG'S largest shareholders Folketrygdfondet and OppenheimerFunds, have pre-accepted this offer based on this new price. These shares combined with the previously announced shareholder acceptances bring the total to in excess of 40% of the outstanding shares committed to the transaction.
Cisco believes that this revised offer remains consistent with the principles of prudence and financial fairness. If Cisco does not achieve the desired level of acceptances, the company will withdraw the offer and evaluate alternative ways to expand our activities in the video communications market.
As a result of the revised offer, Cisco has extended the acceptance period until December 1, 2009, at 17:30 p.m. CET. The offer document shall continue to apply for the new offer; provided that Cisco reserves the right to waive, in its sole discretion, any conditions to the offer, including, without limitation, the 90% acceptance level condition.
As announced on November 10, 2009, Cisco has already received acceptances representing 10,493,298 shares in TANDBERG or 9.37% of the shares and voting rights in TANDBERG. All holders of TANDBERG shares that have already tendered their shares will automatically benefit from the revised price.
As announced on October 1, 2009, the board of TANDBERG has unanimously recommended that shareholders accept a voluntary cash offer for 100% of the shares of TANDBERG.
Lazard is sole financial advisor to Cisco Systems, JP Morgan is sole financial advisor to Tandberg
Shareholders representing in aggregate more than 30% of the outstanding shares, including TANDBERG'S largest shareholders Folketrygdfondet and OppenheimerFunds, have pre-accepted this offer based on this new price. These shares combined with the previously announced shareholder acceptances bring the total to in excess of 40% of the outstanding shares committed to the transaction.
Cisco believes that this revised offer remains consistent with the principles of prudence and financial fairness. If Cisco does not achieve the desired level of acceptances, the company will withdraw the offer and evaluate alternative ways to expand our activities in the video communications market.
As a result of the revised offer, Cisco has extended the acceptance period until December 1, 2009, at 17:30 p.m. CET. The offer document shall continue to apply for the new offer; provided that Cisco reserves the right to waive, in its sole discretion, any conditions to the offer, including, without limitation, the 90% acceptance level condition.
As announced on November 10, 2009, Cisco has already received acceptances representing 10,493,298 shares in TANDBERG or 9.37% of the shares and voting rights in TANDBERG. All holders of TANDBERG shares that have already tendered their shares will automatically benefit from the revised price.
As announced on October 1, 2009, the board of TANDBERG has unanimously recommended that shareholders accept a voluntary cash offer for 100% of the shares of TANDBERG.
Lazard is sole financial advisor to Cisco Systems, JP Morgan is sole financial advisor to Tandberg
Monday, November 16, 2009
United Airlines Prices $810M Cert Offering
United Airlines, a whollyowned subsidiary of UAL Corporation (Nasdaq: UAUA - News), announced today that it has priced its public offering of $810 million aggregate principal amount of enhanced equipment trust certificates ("EETC").
The $810 million financing is comprised of $697 million of Class A certificates with an interest rate of 9.75% and a final expected distribution date of Jan. 15, 2017 and $113 million of Class B certificates with an interest rate of 12.0% and a final expected distribution date of Jan. 15, 2016.
United intends to use the net proceeds to repay at par all of the $493 million aggregate principal amount of the equipment notes related to its outstanding 2000-2 EETC, and will use the approximately $290 million of remaining net proceeds, after accounting for all transaction-related fees and expenses, for general corporate purposes. As a result of this transaction, principal payment obligations will be reduced in 2010 by approximately $225 million and in 2011 by approximately $175 million.
J.P. Morgan Securities Inc., Morgan Stanley & Co. Incorporated and Goldman, Sachs & Co. are acting as joint book-running managers for the offering with Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC and Deutsche Bank Securities Inc. acting as a co-managers, for the offering.
The $810 million financing is comprised of $697 million of Class A certificates with an interest rate of 9.75% and a final expected distribution date of Jan. 15, 2017 and $113 million of Class B certificates with an interest rate of 12.0% and a final expected distribution date of Jan. 15, 2016.
United intends to use the net proceeds to repay at par all of the $493 million aggregate principal amount of the equipment notes related to its outstanding 2000-2 EETC, and will use the approximately $290 million of remaining net proceeds, after accounting for all transaction-related fees and expenses, for general corporate purposes. As a result of this transaction, principal payment obligations will be reduced in 2010 by approximately $225 million and in 2011 by approximately $175 million.
J.P. Morgan Securities Inc., Morgan Stanley & Co. Incorporated and Goldman, Sachs & Co. are acting as joint book-running managers for the offering with Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC and Deutsche Bank Securities Inc. acting as a co-managers, for the offering.
Millenial Media Raises $16M Equity Financing
Millennial Media announced today the company has closed on a $16M Series C round of growth funding, led by New Enterprise Associates (NEA) with existing investors Bessemer Venture Partners, Columbia Capital, and Charles River Ventures participating. The new growth financing will be used to continue to strengthen Millennial Media’s position as the leading mobile ad network in the U.S., as well as finance accelerated international expansion, advanced targeting products, and wider-penetration of its mobile media planning platform for agencies.With this new funding, the company intends to make significant investments as the leading independent player in the mobile ad space, including:* Scale past the profitability point to capture the enormous growth of the mobile display advertising business* Global acceleration, particularly supporting the company’s 2+ year successful efforts in Europe by expanding our London presence* Attract world class talent in the engineering and sales organizations* Market deployments of major developer monetization programs on behalf of Handset, OS, and service providers* From media planning tools to audiences, the company is scaling the technologies, data and insights to bring the full potential of mobile to advertisers“Millennial Media has achieved a commanding lead in the mobile advertising category over the largest internet and mobile incumbents,” said Patrick Kerins, General Partner, NEA. “Millennial is the crown jewel of the market, has the capital, talent and technology to continue to win in the marketplace and is poised to aggressively take share both in the U.S. and beyond.”
Goldcorp Agrees To Buy Canplats Res For $228M
Vancouver Canada mining company Goldcorp Inc. announced Monday that it had agreed to acquire counterpart Canplats Resources Corp. for about C$238 million ($228 million) in a stock-swap deal.
Deal terms call for Canplats shares to be exchanged for 0.074 of Goldcorp common shares, valued at C$3.42 each. Goldcorp is expected to issue about 4.3 million shares.
The deal, which includes a C$7.2 million termination fee, is expected to close by January. Goldcorp has the right to match any other offers. Both boards have approved the deal. Canplats' security holders still need to give their approval.
As part of the deal, Goldcorp will receive Canplats' Camino Rojo project in Mexico, which is based near its Penasquito mine. The Camino project has reported measured and indicated resources of about 3.5 million ounces of gold and nearly 60.7 million ounces of silver.
"The acquisition of the Camino Rojo project fits very well with one of our strategic goals of enhancing opportunities in and around our core assets," Goldcorp CEO Chuck Jeannes said in a statement.
The two companies have formed a new exploration company that will be 90%-owned by Canplats, which is also based in Vancouver. It will focus on early-stage exploration opportunities in the Durango and Chihuahua states of Mexico and will have about C$10 million in cash. The notional value on that project is C$0.18 per share and represents a combined value of C$3.60 per share for Canplats shareholders.
"We are extremely pleased to have reached an agreement with one of the world's largest and most respected gold producers," Canplats CEO Gordon Davis said in a statement, adding that the new Mexico project will give immediate value to its shareholders.
GMP Securities LP served as Goldcorp's financial adviser. Cassels Brock & Blackwell LLP and Neal, Gerber & Eisenberg LLP were its legal advisers.
Genuity Capital Markets and Salman Partners Inc. served as Canplats' financial advisers. Blake, Cassels & Graydon LLP and Skadden, Arps, Slate, Meagher & Flom LLP's Riccardo Leofanti and Richard Grossman were its legal counsel.
Deal terms call for Canplats shares to be exchanged for 0.074 of Goldcorp common shares, valued at C$3.42 each. Goldcorp is expected to issue about 4.3 million shares.
The deal, which includes a C$7.2 million termination fee, is expected to close by January. Goldcorp has the right to match any other offers. Both boards have approved the deal. Canplats' security holders still need to give their approval.
As part of the deal, Goldcorp will receive Canplats' Camino Rojo project in Mexico, which is based near its Penasquito mine. The Camino project has reported measured and indicated resources of about 3.5 million ounces of gold and nearly 60.7 million ounces of silver.
"The acquisition of the Camino Rojo project fits very well with one of our strategic goals of enhancing opportunities in and around our core assets," Goldcorp CEO Chuck Jeannes said in a statement.
The two companies have formed a new exploration company that will be 90%-owned by Canplats, which is also based in Vancouver. It will focus on early-stage exploration opportunities in the Durango and Chihuahua states of Mexico and will have about C$10 million in cash. The notional value on that project is C$0.18 per share and represents a combined value of C$3.60 per share for Canplats shareholders.
"We are extremely pleased to have reached an agreement with one of the world's largest and most respected gold producers," Canplats CEO Gordon Davis said in a statement, adding that the new Mexico project will give immediate value to its shareholders.
GMP Securities LP served as Goldcorp's financial adviser. Cassels Brock & Blackwell LLP and Neal, Gerber & Eisenberg LLP were its legal advisers.
Genuity Capital Markets and Salman Partners Inc. served as Canplats' financial advisers. Blake, Cassels & Graydon LLP and Skadden, Arps, Slate, Meagher & Flom LLP's Riccardo Leofanti and Richard Grossman were its legal counsel.
TTM Tech To Buy Meadville Unit For $936M
In what is billed as the first transaction in which U.S. shares are used to acquire a company listed in Hong Kong, TTM Technologies Inc. of Santa Ana, Calif., will buy the printed circuit board business of Meadville Holdings Ltd.
Circuit board maker TTM said it would pay $936 million in cash, shares and debt to acquire the Meadville activities including $114 million in cash and about $407.3 million in new TTM shares, giving Meadville shareholders 45.7% of the combined company.
TTM became North America's biggest printed circuit board maker two years ago with the $226 million acquisition of Tyco International Inc.'s circuit board activities. It said the Meadville agreement will create a unit with $1.35 billion in annual sales and give it access to the Chinese market, where Meadville counts such companies as Apple Inc., Nokia Oyj and Ericsson AB among its customers.
In the six months ended June 30, the Meadville circuit board business had sales of about $641 million and Ebitda of $119 million, the buyer said. TTM expects to complete the sale in the first quarter of 2010 and said the deal would add to earnings in its first full year.
In addition to selling the printed circuit board activities, Meadville will also unload its laminate business to founder Tang Hsiang Chien for $359 million and then dissolve and delist.
TTM shares were up 73 cents, or 6.5%, to $11.94.
UBS Investment Bank's David Hedley and Evan Winkler provided financial advice to Meadville, which received legal counsel from Skadden, Arps, Slate, Meagher & Flom LLP's Jonathan Stone, Nicholas Norris and Ivan Schlager. TTM received financial advice from Bank of America Merrill Lynch and legal counsel from Greenberg Traurig LLP's Michael Kaplan.
Circuit board maker TTM said it would pay $936 million in cash, shares and debt to acquire the Meadville activities including $114 million in cash and about $407.3 million in new TTM shares, giving Meadville shareholders 45.7% of the combined company.
TTM became North America's biggest printed circuit board maker two years ago with the $226 million acquisition of Tyco International Inc.'s circuit board activities. It said the Meadville agreement will create a unit with $1.35 billion in annual sales and give it access to the Chinese market, where Meadville counts such companies as Apple Inc., Nokia Oyj and Ericsson AB among its customers.
In the six months ended June 30, the Meadville circuit board business had sales of about $641 million and Ebitda of $119 million, the buyer said. TTM expects to complete the sale in the first quarter of 2010 and said the deal would add to earnings in its first full year.
In addition to selling the printed circuit board activities, Meadville will also unload its laminate business to founder Tang Hsiang Chien for $359 million and then dissolve and delist.
TTM shares were up 73 cents, or 6.5%, to $11.94.
UBS Investment Bank's David Hedley and Evan Winkler provided financial advice to Meadville, which received legal counsel from Skadden, Arps, Slate, Meagher & Flom LLP's Jonathan Stone, Nicholas Norris and Ivan Schlager. TTM received financial advice from Bank of America Merrill Lynch and legal counsel from Greenberg Traurig LLP's Michael Kaplan.
Bain Capital To Acquire BellSystems24 For $1B
Bain Capital agreed to acquire BellSystems24 Inc from Citigroup for $1 billion. Nikko Cordial Securities, UBS, Morgan Stanley, and Mizuho Securities advised Bain Capital on the deal.
Derma Sciences Announces IPO Offering
Derma Sciences, Inc. (OTC:DSCI) (BULLETIN BOARD: DSCI) a specialty medical device/pharmaceutical company focused on advanced wound care, announced today that it has filed an S-1 Registration Statement to offer 1,500,000 shares of its common stock. Rodman & Renshaw, LLC, a subsidiary of Rodman & Renshaw Capital Group, Inc. (NASDAQ: RODM) will act as sole book-running manager for the transaction.
Along with the raise, Derma has applied to list its shares on the NASDAQ under the symbol "DSCI." To meet the exchange's price requirement, Derma will hold a special shareholders' meeting on November 23, 2009 to vote on a reverse split of the Company's stock.
Along with the raise, Derma has applied to list its shares on the NASDAQ under the symbol "DSCI." To meet the exchange's price requirement, Derma will hold a special shareholders' meeting on November 23, 2009 to vote on a reverse split of the Company's stock.
HealthSouth Corp Announces Sr Note Offering
HealthSouth Corporation (NYSE:HLS) today announced that it plans to commence a public offering of senior notes pursuant to an effective shelf registration statement filed with the Securities and Exchange Commission (the "SEC"). The Company intends to use the net proceeds from this offering of senior notes, together with cash on hand, to pay the consideration required in connection with the Company's tender offer for all of its outstanding floating rate senior notes due 2014, including any applicable accrued and unpaid interest on such notes, and redeem any floating rate senior notes due 2014 that may remain outstanding following completion of the tender offer, including the payment of any applicable accrued and unpaid interest on such notes.
J.P. Morgan Securities Inc., Barclays Capital Inc., and Goldman, Sachs & Co. will act as joint book-running managers of the debt offering.
J.P. Morgan Securities Inc., Barclays Capital Inc., and Goldman, Sachs & Co. will act as joint book-running managers of the debt offering.
Westway Grp Announces $175M Sr Debt Offering
Westway Group, Inc. (OTC Bulletin Board: WTWG) announced today the signing of a new 3 year, $175 Million Senior Secured Revolving Credit Facility. The facility is being provided by a nine-bank syndicate led by JPMorgan Chase Bank, N.A. and was arranged by JPMorgan Securities Inc. In addition to JPMorgan Chase Bank, N.A., the syndicate consists of Regions Bank, Capital One, N.A., Compass Bank, Rabobank Nederland, Suntrust Bank, Whitney National Bank, Societe Generale, and CoBank ACB.
Wonder Auto Tech Prices $64.5M Share Offering
Wonder Auto Technology, Inc. (NASDAQ:WATG) ("Wonder Auto" or the "Company"), a leading manufacturer of automotive electric parts, suspension products and engine components in China, today announced the closing of a follow-on offering of 6.0 million shares of common stock at a public offering price of $10.75 per share. In connection with this offering, the Company has granted the underwriters a 30-day option to purchase up to an additional 900,000 shares of common stock.
The Company received aggregate net proceeds of approximately US$59.2 million, after deducting underwriting discounts and commissions and estimated offering expenses payable by the Company, not including the overallotment option. The Company plans to use the net proceeds of the offering for general corporate purposes, including expanding capacity at its existing facilities and investing in new businesses, products and technologies, both through acquisitions and capital programs, funding its ongoing operating and working capital expenses and repaying indebtedness.
Piper Jaffray & Co., Jefferies & Company and Oppenheimer & Co. Inc. acted as joint bookrunning managers of the offering, and Roth Capital Partners acted as a co-manager.
The Company received aggregate net proceeds of approximately US$59.2 million, after deducting underwriting discounts and commissions and estimated offering expenses payable by the Company, not including the overallotment option. The Company plans to use the net proceeds of the offering for general corporate purposes, including expanding capacity at its existing facilities and investing in new businesses, products and technologies, both through acquisitions and capital programs, funding its ongoing operating and working capital expenses and repaying indebtedness.
Piper Jaffray & Co., Jefferies & Company and Oppenheimer & Co. Inc. acted as joint bookrunning managers of the offering, and Roth Capital Partners acted as a co-manager.
Laptop Financial Tech Announces 3.7M ADS Offering
Longtop Financial Technologies Limited (NYSE:LFT) ("Longtop" or the "Company"), a leading software developer and solutions provider targeting the financial services industry in China, announced today that it intends to offer, subject to market and other conditions, 3,700,000 American depositary shares ("ADSs"), representing 3,700,000 ordinary shares of the Company. Longtop intends to grant the underwriters an option to purchase up to an additional 555,000 ADSs. Deutsche Bank Securities Inc. and Morgan Stanley & Co. International plc will act as joint bookrunners for the offering.
Longtop plans to use the net proceeds of the offering for potential acquisitions and for general corporate purposes. The Company's management will retain broad discretion over the use of proceeds, and the Company may ultimately use the net proceeds for different purposes.
This offering will be made under Longtop's Registration Statement on Form F-3 (the "Form F-3") filed with the Securities and Exchange Commission (the "SEC") on November 16, 2009
Longtop plans to use the net proceeds of the offering for potential acquisitions and for general corporate purposes. The Company's management will retain broad discretion over the use of proceeds, and the Company may ultimately use the net proceeds for different purposes.
This offering will be made under Longtop's Registration Statement on Form F-3 (the "Form F-3") filed with the Securities and Exchange Commission (the "SEC") on November 16, 2009
Thursday, July 30, 2009
PennyMac Trust Prices $320M IPO
PennyMac Mortgage Investment Trust (NYSE: PMT - News), a newly-formed mortgage real estate investment trust, today announced the pricing of the initial public offering of 16,000,000 common shares at $20.00 per share. PennyMac Mortgage Investment Trust has also granted the underwriters a 30-day option to purchase up to an additional 15% of the common shares sold in the underwritten offering to cover overallotments, if any. Concurrently with the completion of the initial public offering, PennyMac Mortgage Investment Trust intends to complete a private placement of 5% of the common shares sold in the underwritten offering at the same $20.00 per share.
The gross proceeds of the initial public offering and the private placement, before deducting the underwriting discount and expenses related to the offering, are expected to be approximately $335 million (assuming the underwriters' overallotment option is not exercised). PennyMac Mortgage Investment Trust intends to use the net proceeds from the offerings to purchase residential mortgage loans and mortgage-related assets, a substantial portion of which may be distressed.
The shares of PennyMac Mortgage Investment Trust are expected to be listed on the New York Stock Exchange under the ticker symbol "PMT."
Merrill Lynch & Co., Credit Suisse Securities (USA) LLC and Deutsche Bank Securities are the joint book-running managers for the offering. JMP Securities and Stifel Nicolaus are acting as co-managers
The gross proceeds of the initial public offering and the private placement, before deducting the underwriting discount and expenses related to the offering, are expected to be approximately $335 million (assuming the underwriters' overallotment option is not exercised). PennyMac Mortgage Investment Trust intends to use the net proceeds from the offerings to purchase residential mortgage loans and mortgage-related assets, a substantial portion of which may be distressed.
The shares of PennyMac Mortgage Investment Trust are expected to be listed on the New York Stock Exchange under the ticker symbol "PMT."
Merrill Lynch & Co., Credit Suisse Securities (USA) LLC and Deutsche Bank Securities are the joint book-running managers for the offering. JMP Securities and Stifel Nicolaus are acting as co-managers
Harbin Electric Prices $93.6M Share Offering
Harbin Electric, Inc., ("Harbin Electric" or the "Company"; Nasdaq: HRBN), a leading developer and manufacturer of a wide array of electric motors in the People's Republic of China, today announced that it has priced a public offering of 6,250,000 shares of its common stock, at $16.00 per share. The shares are being sold under the Company's previously filed shelf registration statement, which was declared effective by the Securities and Exchange Commission on June 9, 2009.
Net proceeds, after underwriting discounts and commissions and expenses, will be approximately $93,600,000. Harbin Electric has granted the underwriters option to purchase up to an additional 937,500 shares to cover over-allotments, if any. The offering is subject to customary closing conditions and is expected to close on Tuesday, August 4, 2009.
The Company intends to use the net proceeds from the sale of the securities to repay certain indebtedness, to fund product development, and/or for working capital and general corporate purposes, including for potential acquisitions.
Roth Capital Partners, LLC is acting as the sole underwriter.
Net proceeds, after underwriting discounts and commissions and expenses, will be approximately $93,600,000. Harbin Electric has granted the underwriters option to purchase up to an additional 937,500 shares to cover over-allotments, if any. The offering is subject to customary closing conditions and is expected to close on Tuesday, August 4, 2009.
The Company intends to use the net proceeds from the sale of the securities to repay certain indebtedness, to fund product development, and/or for working capital and general corporate purposes, including for potential acquisitions.
Roth Capital Partners, LLC is acting as the sole underwriter.
Greenhill Prices $228M Share Offering
Greenhill & Co., Inc. (NYSE: GHL - News), a leading independent investment banking firm, announced today that it priced an offering on July 30, 2009 of 3,000,000 shares currently owned by certain managing directors and senior advisors of Greenhill & Co. at $76.00 per share. The selling stockholders have granted the underwriters an option to purchase up to an additional 450,000 shares within a 30-day period to cover additional sales. The offering is expected to close on August 4, 2009, subject to customary closing conditions. Goldman, Sachs & Co. is acting as bookrunning manager for the offering, and William Blair & Company, JMP Securities, Keefe, Bruyette & Woods and Sandler O'Neill + Partners, L.P. are acting as co-managers for the offering.
Commonwealth Bank Prices 1B Euro Bond Offering
Commonwealth Bank of Australia priced a 1 billion Euro tier 2 bond issue through Barclays plc, Commonwealth Bank of Australia and JPMorgan Chase.
EFG Eurobank Prices 500M Euro Bond Offering
EFG Eurobank Ergasias priced a 500 million Euro bond offering through BNP Paribas, Deutsche Bank and UBS.
Irish Life & Permanent Prices 1B Euro Bond Offering
Irish Life & Permanent plc priced a 1 billion Euro bond offering through joint lead underwriters Barclays plc and Deutsche Bank.
Wednesday, July 29, 2009
Dollar General Planning IPO
Private equity firm Kohlberg Kravis Roberts & Co [KKR.UL] is in the advanced planning stage for an initial public offering of stock in discount U.S. retailer Dollar General Corp, the Wall Street Journal said, citing people familiar with the matter.
KKR is also expected to be one of the lead underwriters on the deal along with Goldman Sachs Group Inc (GS.N) and Citigroup Inc (C.N), the sources told the paper.
Dollar General's board is likely to meet soon to finalize the selection of underwriters, according to the paper.
KKR could not be immediately reached for comment by Reuters.
KKR valued its portfolio investment in Dollar General at $1.6 billion in March, according to documents that gave details of its biggest investments in various portfolio companies as of March 31.
KKR wrote up the value of its investment in Dollar General in March, compared with December and there has been speculation about whether it will seek an initial public offering for the discount store.
KKR is also expected to be one of the lead underwriters on the deal along with Goldman Sachs Group Inc (GS.N) and Citigroup Inc (C.N), the sources told the paper.
Dollar General's board is likely to meet soon to finalize the selection of underwriters, according to the paper.
KKR could not be immediately reached for comment by Reuters.
KKR valued its portfolio investment in Dollar General at $1.6 billion in March, according to documents that gave details of its biggest investments in various portfolio companies as of March 31.
KKR wrote up the value of its investment in Dollar General in March, compared with December and there has been speculation about whether it will seek an initial public offering for the discount store.
Tuesday, July 28, 2009
MFA Financial Announces Share Offering
MFA Financial, Inc. (NYSE: MFA - News) announced today it plans to make a public offering of 30,000,000 shares of its common stock. MFA intends to grant the underwriters a 30-day option to purchase up to an additional 4,500,000 shares of common stock to cover over-allotments. All of the shares will be offered by MFA. Morgan Stanley and Deutsche Bank Securities are acting as joint book-running managers for the offering, with Credit Suisse, JMP Securities, UBS Investment Bank, Cantor Fitzgerald & Co. and Keefe, Bruyette & Woods acting as co-managers.
Cell Therapeutics Closes $40.3M Share Offering
Cell Therapeutics, Inc. (Nasdaq and MTA: CTIC) ("CTI" or the "Company") today announced the closing of its previously announced public offering of 33,731,923 shares of its common stock and warrants to purchase up to 8,432,981 shares of its common stock, including the underwriter's exercise of its overallotment option. The Company received approximately $40.3 million in net proceeds from the offering, after deducting underwriting discounts and commissions and estimated offering expenses.
Each warrant has an exercise price of $1.70 per warrant share, for total potential additional gross proceeds to the Company of approximately $14.3 million upon exercise of the warrants. The warrants are exercisable immediately upon their date of issuance and will expire nine months thereafter.
Rodman & Renshaw, LLC, a wholly-owned subsidiary of Rodman & Renshaw Capital Group, Inc. (Nasdaq: RODM - News), acted as sole book-running manager for the offering
Each warrant has an exercise price of $1.70 per warrant share, for total potential additional gross proceeds to the Company of approximately $14.3 million upon exercise of the warrants. The warrants are exercisable immediately upon their date of issuance and will expire nine months thereafter.
Rodman & Renshaw, LLC, a wholly-owned subsidiary of Rodman & Renshaw Capital Group, Inc. (Nasdaq: RODM - News), acted as sole book-running manager for the offering
Pinnacle Entertainment Prices $450M Bond Offering
Pinnacle Entertainment Inc priced a $450 million bond offering JPMorgan, Bank of America Merrill Lynch, Barclays plc and Deutsche Bank were joint lead bookrunners.
Nexen Prices $1B Bond Offering
Nexen Inc priced a $1 billion 2 tranche bond offering. Bank of America Merrill Lynch, BNP Paribas and Deutsche Bank were joint lead bookrunners.
Monday, July 27, 2009
Arch Coal Commences Share/Debt Offerings
Arch Coal, Inc. (NYSE: ACI - News) today announced that it has commenced an offering of 17,000,000 shares of its common stock pursuant to an automatic shelf registration statement on Form S-3 filed previously with the Securities and Exchange Commission (SEC). The company intends to grant the underwriters of the common stock offering an option for 30 days to purchase up to 2,550,000 additional shares of common stock to cover over-allotments, if any.
The company plans to use the net proceeds of the offering to finance a portion of the $761.0 million purchase price for the previously announced acquisition of the Jacobs Ranch mining complex in Wyoming. The acquisition is expected to close in the third quarter of 2009. If the acquisition is not completed, the company intends to use the net proceeds from this offering for general corporate purposes, which may include the financing of future acquisitions, including lease-by-applications, or strategic combinations, capital expenditures, additions to working capital, repurchases, repayment or refinancing of debt or stock repurchases.
BofA Merrill Lynch, Morgan Stanley & Co. Incorporated, Citigroup Global Markets Inc. and J.P. Morgan Securities Inc. are the joint book-runners for the common stock offering.
Arch Coal, Inc. (NYSE: ACI - News) today announced that it has commenced an offering in accordance with Rule 144A under the Securities Act of 1933, as amended, of $500 million in aggregate principal amount of senior unsecured notes due 2016. The notes will be guaranteed by the company's subsidiaries that guarantee indebtedness under the company's existing senior secured credit facility.
The company plans to use the net proceeds of the offering to finance a portion of the $761.0 million purchase price for the previously announced acquisition of the Jacobs Ranch mining complex in Wyoming. The acquisition is expected to close in the third quarter of 2009. If the acquisition is not completed, the company intends to use the net proceeds from this offering for general corporate purposes, which may include the financing of future acquisitions, including lease-by-applications, or strategic combinations, capital expenditures, additions to working capital, repurchases, repayment or refinancing of debt or stock repurchases.
BofA Merrill Lynch, Morgan Stanley & Co. Incorporated, Citigroup Global Markets Inc. and J.P. Morgan Securities Inc. are the joint book-runners for the common stock offering.
Arch Coal, Inc. (NYSE: ACI - News) today announced that it has commenced an offering in accordance with Rule 144A under the Securities Act of 1933, as amended, of $500 million in aggregate principal amount of senior unsecured notes due 2016. The notes will be guaranteed by the company's subsidiaries that guarantee indebtedness under the company's existing senior secured credit facility.
Human Genome Sciences Begins Share Offering
Human Genome Sciences, Inc. (Nasdaq: HGSI - News) today announced that it has commenced an underwritten public offering of up to 18,000,000 shares of its common stock. The Company intends to grant the underwriters a 30-day option to purchase up to an additional 2,700,000 shares of the Company's common stock. The shares will be issued pursuant to a prospectus supplement filed as part of a shelf registration statement previously filed with the Securities and Exchange Commission on Form S-3.
The Company intends to use net proceeds from the offering for general corporate purposes, including clinical trial, research and development, general and administrative and manufacturing expenses, as well as for potential sales and marketing activities. The Company may also use a portion of the proceeds for the potential acquisition of, or investment in, companies, products or technologies that complement our business. While the Company evaluates company, product, technology and similar opportunities from time to time, the Company currently has no material agreements or commitments with respect to any such acquisition or investment. The Company also may use a portion of the net proceeds to repay, repurchase or retire all or a portion of its 2 1/4% convertible subordinated notes due 2011 and 2 1/4% convertible subordinated notes due 2012.
Goldman, Sachs & Co. and Citigroup Global Markets Inc. are acting as joint book-running managers for the offering.
The Company intends to use net proceeds from the offering for general corporate purposes, including clinical trial, research and development, general and administrative and manufacturing expenses, as well as for potential sales and marketing activities. The Company may also use a portion of the proceeds for the potential acquisition of, or investment in, companies, products or technologies that complement our business. While the Company evaluates company, product, technology and similar opportunities from time to time, the Company currently has no material agreements or commitments with respect to any such acquisition or investment. The Company also may use a portion of the net proceeds to repay, repurchase or retire all or a portion of its 2 1/4% convertible subordinated notes due 2011 and 2 1/4% convertible subordinated notes due 2012.
Goldman, Sachs & Co. and Citigroup Global Markets Inc. are acting as joint book-running managers for the offering.
Trina Solar Announces Follow On Share Offering
Trina Solar Limited (NYSE: TSL - News; "Trina Solar" or the "Company"), a leading integrated manufacturer of solar photovoltaic products from the production of ingots, wafers and cells to the assembly of PV modules, today announced that it intends to offer, subject to market and other conditions, 4,000,000 American depositary shares ("ADSs"), each representing 100 ordinary shares of the Company. Trina Solar intends to grant the underwriters an option to purchase up to an additional 600,000 ADSs.
Trina Solar plans to use the net proceeds of the offering to repurchase some of its 4.00% convertible senior notes due 2013 and to fund facilities expansion and for other general corporate purposes. The Company's management will retain broad discretion over the use of proceeds, and the Company may ultimately use the proceeds for different purposes than what it currently intends.
Goldman Sachs (Asia) L.L.C. and Credit Suisse Securities (USA) LLC will act as joint bookrunners and Piper Jaffray & Co will act as a co-manager for the offering.
Trina Solar plans to use the net proceeds of the offering to repurchase some of its 4.00% convertible senior notes due 2013 and to fund facilities expansion and for other general corporate purposes. The Company's management will retain broad discretion over the use of proceeds, and the Company may ultimately use the proceeds for different purposes than what it currently intends.
Goldman Sachs (Asia) L.L.C. and Credit Suisse Securities (USA) LLC will act as joint bookrunners and Piper Jaffray & Co will act as a co-manager for the offering.
Sappi Ltd Prices Bond Offering In Two Tranches
Sappi Ltd, South African pulp and paper maker, priced $300 million bond and 350 million Euro bond offerings. Calyon, Citigroup, HSBC Holdings, JPMorgan and Royal Bank of Scotland underwrote the offerings.
Boeing Prices $1.95B Bond Offering
Boeing Co. priced a $1.95 billion bond offering in three tranches. Bank of America Merrill Lynch, Deutsche Bank and Morgan Stanley were joint lead underwriters.
Thursday, July 23, 2009
Cell Therapeutics Prices $35M Sh Offering
Cell Therapeutics, Inc. (Nasdaq and MTA: CTIC) ("CTI" or the "Company") today announced the pricing of an underwritten public offering of 29,332,107 shares of its common stock and warrants to purchase up to 7,333,027 shares of its common stock at a price to the public of $1.30 per share of common stock and warrant to purchase 0.25 shares of common stock, for gross proceeds of approximately $38.1 million. In connection with the offering, the Company granted the underwriter a 30-day option to purchase up to 4,399,816 additional shares of its common stock and warrants to purchase up to 1,099,954 additional shares of its common stock to cover overallotments, if any. The net proceeds to the Company after deducting underwriting discounts and commissions and estimated offering expenses, excluding any exercise of the underwriter's overallotment option, are expected to be approximately $35.0 million.
Each warrant has an exercise price of $1.70 per warrant share, for total potential additional gross proceeds to the Company of approximately $12.5 million upon exercise of the warrants. The warrants are exercisable immediately upon the date of issuance and will expire nine months thereafter.
The Company expects to close the offering on or about July 28, 2009, subject to customary conditions, at which time the Company will receive the cash proceeds from the offering and deliver the securities.
The Company currently intends to use the net proceeds from the offering for working capital and for general corporate purposes, which may include, among other things, paying interest on and/or retiring portions of the Company's outstanding debt, funding research and development, preclinical and clinical trials, the preparation and filing of new drug applications and general working capital.
Rodman & Renshaw, LLC, a wholly-owned subsidiary of Rodman & Renshaw Capital Group, Inc. (Nasdaq: RODM - News), acted as sole book-running manager for the offering.
Each warrant has an exercise price of $1.70 per warrant share, for total potential additional gross proceeds to the Company of approximately $12.5 million upon exercise of the warrants. The warrants are exercisable immediately upon the date of issuance and will expire nine months thereafter.
The Company expects to close the offering on or about July 28, 2009, subject to customary conditions, at which time the Company will receive the cash proceeds from the offering and deliver the securities.
The Company currently intends to use the net proceeds from the offering for working capital and for general corporate purposes, which may include, among other things, paying interest on and/or retiring portions of the Company's outstanding debt, funding research and development, preclinical and clinical trials, the preparation and filing of new drug applications and general working capital.
Rodman & Renshaw, LLC, a wholly-owned subsidiary of Rodman & Renshaw Capital Group, Inc. (Nasdaq: RODM - News), acted as sole book-running manager for the offering.
Orexigen Therapeutics Prices $70.9M Share Offering
Orexigen Therapeutics, Inc. (Nasdaq: OREX - News) today announced that it has priced an underwritten public offering of 10,000,000 shares of its common stock at a price of $7.50 per share. Net proceeds, after estimated underwriting discounts and commissions and estimated expenses, will be approximately $70.9 million. Orexigen has granted the underwriter a 30-day option to purchase up to an additional 1,500,000 shares of common stock to cover overallotments, if any. The offering is expected to close on or about July 28, 2009, subject to satisfaction of customary closing conditions. Leerink Swann LLC is acting as sole book-running manager for the offering. Lazard Capital Markets LLC, Canaccord Adams Inc., JMP Securities LLC and Natixis Bleichroeder Inc. are acting as co-managers for the offering.
Federal Home Loan Banks Prices $4B Bond Offering
Federal Home Loan Banks priced a $4 billion bond offering. Bank of America Merrill Lynch, Citigroup, and RBS Greenwich were joint lead bookrunners.
Land Securities Prices 360.25M GBP Bond Offering
Land Securities plc, this property firm, priced a 360.25 million GBP bond offering. HSBC Holdings plc was the sole bookrunner.
Wednesday, July 22, 2009
Cloverie Prices 425M Euro Bond Offering
Cloverie plc priced a 425 million Euro bond offering. Calyon, Citigroup and JPMorgan Chase were joint lead underwriters.
Tuesday, July 21, 2009
General Elec. European Funding Prices 2B Euro Bond
General Electric European Funding prices 2 billion Euros bond offering. Banca IMI, ING Group, Banco Santander and Unicredit SpA were joint lead underwriters.
Virgin Media Finance Prices $600M Bond Offering
Virgin Media Finance plc, priced a $600 million bond issue. Goldman Sachs, BNP Paribas, Deutsche Bank, HSBC, JPMorgan and UBS were joint lead underwriters.
Ecopetrol Prices $1.5B Bond Offering
Ecopetrol SA , Colombia's state controlled oil company, priced a $1.5 billion bond issue. Barclays and JPMorgan were joint bookrunners.
Monday, July 20, 2009
Centrica Offers 1.77B Euros For Venture Production
Centrica, the UK energy company, has offered to acquire Venture Production, the UK oil & gas company, for 1.77 billion Euros. Goldman Sachs, Royal Bank of Scotland, JPMorgan advised Centrica, while Rothschild and UBS Investment Bank advised Venture Production.
Friday, July 17, 2009
CDC Software Launches $52.1M IPO
CDC Software Corp filed its initial public offering of American Depositary Shares with a price range of $11 to $13 per ADS, or $52.1 million in proceeds. Lazard Capital Markets and JMP Securities were joint lead underwriters.
Legal & General Prices 300M GBP Bond Offering
Legal & General plc, the UK insurance company, priced a 300 million GBP bond issue through Barclays Holdings plc as lead underwriter.
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