Mergers, Acquisitions , Splits & Spinoffs.......

[The Virginian]

I thought I would start a thread where we can keep track of the Mergers, Spinoffs and Stock Splits that are happening. These are usually good news and in most cases we can profit from them before they happen.

[ModE98]

This SA article gives the M&A outlook for 2012 quite nicely. Believe the author is very respectable with a broad qualifying background to make the article worth a read if interested in this topic.
seekingalpha.com/article/321037-the-outlook-for-mergers-and-acquisitions-in-2012

Now for finding any annoucements worth posting.

[beenherebefore]

Duke Energy Corp said it expects federal regulators to back its plan to buy peer Progress Energy and allow the companies to close the proposed $13.7 billion deal by July 1.

[The Virginian]

Thanks guys & Gals! I am wondering about Duke. I own stock in both companies and the announcement was made about a year ago I believe. Been waiting a long time for that one.

[Deleted]

Virginian This is a Good thread topic I think. There is Money to be made in the Margins of M/A, & Spin-offs if one knows they are happening.
Now there are a lot of places out there in which you can get info about such activity's but there are Hundreds going on at any one time, and that is a lot of information.
Some are really good and others are pure garbage (IMHO)..

But here, if it is posted I think this group, being as Educated and finicky as it is can really tear these apart and thus seperate the Good from the Ugly.. And in that probably make some Money.

[The Virginian]

Thanks DI,

I was trying to remember some that were going on and after looking back through many threads to find the info I was looking for I decided a dedicated thread would be better.

[The Virginian]

Okay, I know all of the posts I'm going to be making are "Old News" but for reference purposes I want to post them here to make them easy for people to find.


Coca Cola (KO) - Announced a 2-1 Stock Split taking place in August. Stock owners of record by 27 July will qualify. Many expect to profit from the spilt by buying now and waiting for the "Bump" after the stock splits. Almost a sure way to make money.

[Bluerobin]

May 5, 2012 15:09:18 GMT -5 The Virginian said:

Thanks guys & Gals! I am wondering about Duke. I own stock in both companies and the announcement was made about a year ago I believe. Been waiting a long time for that one.

I also have both and am concerned.

[The Virginian]

Latest info I could find on the Duke/Progress Merger.

CHARLOTTE, NC (WBTV) - Duke Energy's CEO says that he believes a merger with Progress Energy will happen by the companies' summer deadline, but if federal regulators reject their merger proposal with Progress Energy for a third time, they may have to give up.

Rogers made the comments at the company's annual shareholders' meeting in uptown Charlotte Thursday morning.

"We've worked to get regulatory approval at both the state and the federal level, and the federal regulatory commission has rejected us twice. Quite frankly, they didn't give us a clear reason," Rogers said. " They told us there was a problem, but they didn't tell us how to fix it. So we filed again, and this time it will be either third time charm or three strikes and you're out."

Federal regulators have twice struck down the merger proposal between Duke Energy and Raleigh-based Progress Energy.

The companies want to have the merger finalized by July 8.

[The Virginian]

Don't own either of these stocks ( I usually steer clear of retail)

May 9 (Reuters) - Bed Bath & Beyond Inc said it will buy Cost Plus Inc for nearly $495 million, at a 22 percent premium over Cost Plus' Tuesday closing price.

The $22 per share acquisition , which is expected to close in Bed Bath & Beyond's second quarter, would be funded entirely by the chain with available cash.

Shares of Cost Plus closed at $17.99 Tuesday on Nasdaq. Bed Bath shares were trading down at $66.60 before the markets opened.

[The Virginian]

By Andria Cheng NEW YORK (MarketWatch) --

Billionaire investor Warren Buffett's Berkshire Hathaway Inc. /, which is supporting Coty Inc.'s raised bid for Avon Products AVP -3.29% , would provide $2.5 billion to finance the deal if it takes place, the Wall Street Journal reported, citing people familiar with the situation. Buffett was brought into the financing group by Byron Trott, a longtime banker for Berkshire who now runs investment firm BDT Capital partners, the paper reported. BDT is also one of Coty's financing partners.

The Journal reported that Buffett holds Coty Chairman Bart Becht in high regard.

[The Virginian]

** FedEx Corp said Thursday its Express arm will buy privately held French package delivery company TATEX to expand its express delivery network in Europe.

[The Virginian]

** LinkedIn Corp and private equity firm Silver Lake Partners are among a number of parties that have expressed interest in a potential deal for Monster Worldwide Inc, according to people familiar with the matter, as the Internet jobs-search company is preparing data for potential buyers.

[The Virginian]

** Fragrance company Coty Inc withdrew its $10.7 billion takeover bid for Avon Products Inc on Monday, saying the world's largest cosmetics direct seller had missed a deadline to start discussing a deal that Coty first proposed in March.

[The Virginian]

May 16 (Reuters) - GE Capital Corp will return cash to General Electric Co from this quarter and plans to pay the parent company a $4.5 billion special dividend.

The board of GE Capital declared a quarterly dividend of $475 million payable to GE in the second quarter. The dividend was suspended in 2009 during the financial crisis.

GE also said it plans to accelerate its common stock buyback from the second quarter, depending on market conditions.

[Driftr]

May 16, 2012 7:19:10 GMT -5 The Virginian said:

GE also said it plans to accelerate its common stock buyback from the second quarter, depending on market conditions.

Well they can't have mine. With the way the 10 year is behaving I'm going to need every last bit of my dividend payers during retirement if I want to continue to live the lifestyle o which I've become accustomed. :-)

[The Virginian]

Will cut Sears Canada stake to 51 pct, from 95 pct

* Q1 adj loss 31 cents/shr vs Street View loss 67 cents

* Sears shares up 11.1 percent in morning trading

By Phil Wahba

May 17 (Reuters) - Sears Holdings Corp said on Thursday it plans to spin off a large chunk of its stake in its struggling Canadian unit, which Chairman Edward Lampert had spent years trying to gain control of, in the latest move that will shrink the company.

Separately, Sears Holdings, which includes its namesake chain and the discount Kmart chain, reported a first-quarter adjusted operating loss that was significantly better than the loss analysts had estimated.

Sears Holdings owns about 95 percent of Sears Canada , which will be trimmed to about 51 percent after the spinoff to Sears Holdings' shareholders - effectively a stock dividend.

Sears Canada has seen its sales and earnings plummet in recent years and been a drag on Sears Holdings.

Shares of Sears Holdings surged 11.1 percent to $56.52 in early trading. Since early January, the stock has nearly doubled as the company announced plans to shed assets, including stores and leaseholds, and to spin off its Sears Hometown and Outlet businesses. The company expects this spinoff, which could raise as much as $500 million in cash, to close later this year.

In December, it had spun off Orchard Supply Hardware Stores Corp.

Credit Suisse analyst Gary Balter called the Canada spinoff another example of a move "to what we believe is a liquidation of the Sears Holding Company."


TRIMMING ITS STAKE

Spinning off a good part of its Sears Canada stake won't raise cash, but will allow shareholders to cash out a part of their investments, and could attract investors interested in Sears but not in its Canadian unit.

"It's a way of taking some value out of Sears Holdings and distributing it directly to shareholders," Imperial Capital Managing Director Mary Ross Gilbert told Reuters.

"It's a way for them to be able to monetize a piece of Sears. If you distribute the shares to them, they could sell it."

[The Virginian]

Winnebago gets $321.5 mln buyout offer

[The Virginian]

Manulife, Metlife submit bids for ING Asia sale -sources
1:30am EDT
* Shortlisted bidders will be notified by end-May - sources

* Sale could set record for Asia insurance M&A

* Eight to 10 bidders submitted offers - source

* Deal could yield about $100 mln in fees for bankers, lawyers

By Denny Thomas

HONG KONG, May 19 (Reuters) - Manulife Financial Corp and Metlife are among the companies that have submitted first round bids for ING's entire Asia life insurance business, sources said on Saturday, in what could be the largest Asia M&A insurance deal ever.

ING's long awaited sale of Asian life insurance and the asset management units will help the Dutch bancassurer to partly repay the 3 billion euros ($3.81 billion) of state aid plus the 50 percent premium it still owes the Dutch government. .

The bids were submitted late on Friday and the indicative offers ranged between 6-7 billion euros ($7.6-$8.9 billion), according to one source with knowledge of the matter. Of the eight to 10 companies that sent offers, a shortlist will emerge by the end of May, the source said, adding that five bidders expressed interest for the whole Asia division while the rest sought parts of the business.

Still, some suitors have developed cold feet, as demonstrated by Samsung Life Insurance's decision on Thursday to pull out of the race at the last minute. . South Korea's Kyobo Life has also dropped out, and it was also unclear whether Prudential Financial Corp took part in the first round.

Prudential Financial was seen as one of the strongest contenders to buy the whole Asian unit, and its absence from the process could be a setback to competitive dynamics of the auction, sources said.

A sale topping $7 billion would rank as Asia's top insurance M&A deal and add to a flurry of financial institutions deals being launched in Asia this year.

After receiving a government bailout in 2008, ING has sold 15.2 billion euros worth of assets across the world. The Asian sales would figure among the top two deals from ING's stable. .

Asian insurer AIA Group Ltd and Korea's KB Financial Group also submitted first round bids, sources said. Korea Life Insurance Co, Canada's Sun Life Financial Inc, and Switzerland's Zurich Insurance Group, were also expected to submit offers.

U.S. private equity fund J.C. Flowers & Co, TPG and Carlyle Group are among the buyout shops that have expressed interest, though they are expected to team up with a bidder to buy the Japanese business rather than bid on their own, sources said.

The sources declined to be identified because details of the auction process remain confidential. ING declined to comment.

Companies mentioned in this report either could not be reached for comment, or declined to comment.

As part of the Asian divestment, ING received about 10 initial bids for its Asian asset management business this week. The asset management business, expected to fetch between $500 million and $600 million, is being sold separately. .

ING had sent out more than a dozen information memorandums for its insurance business, which spans southeast Asia and includes operations in Japan and South Korea. A winning bid by a larger insurer could introduce more competition into Asia's rapidly growing life insurance market, currently dominated by AIA Group Ltd and British insurer Prudential plc .


RARE ASSET

ING's Asian operations offer a platform for insurers keen to expand their Asian footprint and tap into the region's rapid premium growth. Life insurance premiums in emerging Asia are forecast to grow at 9.5 percent this year and 8.7 percent next year, nearly three times the world average, according to Swiss Re estimates.

"This is a once-in-a-lifetime opportunity which many CEOs will find hard to let go," said one banker who is advising a potential buyer.

ING CEO Jan Hommen said last week that the Asian divestments would probably fetch less than 8 billion euros ($10.2 billion).

A deal would need to surpass $7.06 billion to become Asia's biggest insurance deal and overtake Australian fund manager AMP's 2011 purchase of AXA's Australian unit, Thomson Reuters data shows.

[The Virginian]

Cove board repeats belief that shareholders should accept Shell offer

* Says that it is mindful that Shell's is only offer

* First deadline for acceptances is May 23

LONDON, May 21 (Reuters) - British oil explorer Cove Energy said shareholders should accept a $1.8 billion takeover offer from Royal Dutch Shell, with just days remaining before a deadline for the deal.

The repeat by Cove's board of its recommendation that shareholders accept Shell's offer comes after it said earlier in May that it found even more gas on its licence in Mozambique, a disclosure that could have stoked a bid battle for the company.

Oil and gas companies have flocked to East Africa in recent years, seeking exposure to vast gas fields found there that look set to transform the region into a major new energy supplier, but time is running out for a counterbid to emerge for Cove.

"The board is mindful that, to date, Shell Bidco is the only firm bidder and that Shell Bidco has already secured the consent of the Government of Mozambique," Cove said in a statement on Monday.

"The board of Cove strongly recommends its shareholders to tender their acceptances for the offer as soon as possible."

Investors in Cove have until Wednesday to accept Shell's offer, but Cove's statement calls this the first closing date, suggesting there could be an extension to the deadline.

Analysts had said a rival bidder could enter the fray, and Cove's shares have traded above the level of Shell's offer since it was made, on hopes of a counterbid from Thailand's PTT Exploration and Production, which last month declined to rule itself out of the race, or another party.

Cove, whose shares traded down 1 percent to 223 pence at 1534 GMT, still above the 220 pence level of Shell's bid, declined to comment when asked why it had issued the statement which repeated its earlier position.

Shell, which launched its firm offer for Cove in late April in a deal that includes a commitment to cover a tax bill, has been in pole position to acquire Cove since winning the approval of the Mozambique government.

[The Virginian]

The largest Chinese takeover of an American company in history was just announced.

AMC Entertainment Holdings, which had filed plans for an IPO, will instead be sold to the Dalian Wanda Group out of China for $2.6 billion. What a relief for the private equity owners who wanted to unload AMC after buying the chain in 2004.

The Dalian Wanda Group, more informally known as Wanda, will now create the world's biggest movie theater operator after absorbing AMC and its 346 cinemas in North America. Wanda wants to continue to expand AMC, and said it will invest some $500 million into AMC's development in the future.

It looks like Wanda will allow AMC to run fairly independently. It will keep AMC's management and headquarters in Kansas City, and didn't initially announce any layoff plans, according to the Associated Press.

AMC had been the No. 2 movie theater operator in the U.S., with $2.5 billion in sales last year compared with the $2.7 billion for Regal Entertainment Group (RGC +3.24%).

This was a nice sale for AMC's owners, which include Bain Capital and several other private equity companies. AMC has a ton of debt, and has had difficulty paying that off. The company hasn't made a profit in the recent past, but this past year its financials improved on strong ticket sales.

Apollo Global Management (APO +3.61%) and a unit of JPMorgan Chase (JPM -2.48%) bought AMC in 2004 for $2 billion, including debt, Bloomberg reported. The next year, AMC merged with Loews Cineplex Entertainment, which was owned by three other private equity firms.

All of those private equity owners wanted to get some money back. They tried to spin out AMC into an IPO in 2008, but withdrew. They filed again for an IPO in 2010, but shelved those plans as talks with Wanda expanded.

Before the AMC deal, the largest Chinese takeover of an American company had been Lenovo Group's $1.8 billion buyout of IBM's PC business in 2005, Bloomberg reported.

[Deleted]

Eaton Corp. (ETN) has entered into an agreement to Aquire Cooper PLC (CBE).

The Process for the approvals looks to be rather convoluted on this one. IF it does go through Cooper shareholders will get $39 and Change in Cash and .7794 Shares of Eaton.

Also if it goes through Eaton will be moved to Ireland, as is consistant and Required by Irish law according to the Press release I read.

[The Virginian]

U.S. printing services company R.R. Donnelley & Sons Co said it would buy financial data provider Edgar Online for about $70.5 million, including debt, to expand its digital offerings.

[The Virginian]

SpaceX To Seek IPOFeb 11 12


Elon Musk, Chief Executive Officer of Space Exploration Technologies Corp. (SpaceX), wants to have an initial public offering in 2013. “There’s a good chance that SpaceX goes public next year,” Musk said on February 10, 2012. He did not elaborate.

[The Virginian]

The owners of Getty Images Inc, the largest supplier of stock photos, video and other digital content, have retained bankers to examine a possible sale or public offering of the business, a person close to the matter said Tuesday.

Hellman & Friedman, the U.S. private equity fund which bought the business four years ago for $2.4 billion, is working with Goldman Sachs Group Inc and JPMorgan Chase & Co , the source said.

A sale or IPO of Getty could value the company at $4 billion, the source said.

Hellman & Friedman and JPMorgan declined to comment. Goldman Sachs was not immediately available for comment.

The news was reported earlier by the Financial Times.

[The Virginian]

Not sure how this will play out - Diamond Foods are best known for the Packaged Nuts in the Supermarkets. The also have "Pop Secret Popcorn" however we recently bought a canister of the Pop Secret and it was apparently old - the corn didn't pop up fluffy. May 23 (Reuters) - Investment firm Oaktree Capital Management will invest $225 million in Diamond Foods Inc to help the company shore up its balance sheet, pay down debt and grow its business.

The seller of Emerald nuts and Pop Secret popcorn, whose shares rose more than 3 percent, said on Wednesday the investment will allow it to amend its credit agreement with existing lenders and meet its anticipated near-term and long-term funding needs.

The investment consists of $225 million of newly-issued debt and warrants to buy 4.4 million shares of Diamond. The debt will mature in 2020 and will bear 12 percent interest per year. The warrants will be exercisable at $10 per share and would constitute ownership of about 16.4 percent of the company.

If Diamond secures a specified minimum supply of walnuts from the 2012 crop and meets profitability targets for the nut business for the six months ended Jan. 31, 2013, all the warrants will be canceled and Oaktree may exchange $75 million of the debt for convertible preferred shares.

The shares would have an initial conversion price of $20.75, a 3.5 percent discount to the closing price on April 25, the date the commitment was made.

Diamond's amended credit facility includes a lower level of debt and substantial covenant relief until Oct. 31, 2013.

The transaction is expected to close by the end of May, at which time Oaktree Managing Director Matthew Wilson will join Diamond's board of directors. Dean Hollis, a senior adviser to Oaktree, will also join Diamond's board.

Diamond shares rose 71 cents to $23.86 in morning trade on the New York Stock Exchange.

[The Virginian]

May 24 (Reuters) - General Mills Inc agreed to buy Brazilian food company Yoki Alimentos SA for about 1.75 billion Brazilian reais ($857 million) as it seeks a greater foothold in Latin America.The addition of Yoki -- which sells more than 600 items under nine brands across Brazil, including Yoki and Kitano branded flours and other basic foods, snacks, side dishes and seasonings -- will more than double General Mills' annual sales in Latin America to nearly $1 billion.

Like most food and beverage companies, General Mills is trying to take advantage of growth in developing countries to offset slower growth in mature markets. The company acquired the Yoplait International yogurt business in 2011.

General Mills, which also owns Progresso soups, Cheerios cereal and Haagen-Dazs ice cream, said on Thursday that in the Yoki deal it will assume 200 million reais ($98 million) of Yoki debt.

It sees the deal closing in the first half of fiscal 2013, which begins May 28.

General Mills shares rose 34 cents, or 0.9 percent, to $38.93 in morning trade on the New York Stock Exchange.

[The Virginian]

May 30 (Reuters) - Oil producer and refiner Hess Corp said it is selling its stake in an oilfield off the Scottish coast to Royal Dutch Shell Plc.

Financial terms were not disclosed.

Hess will sell its 15.67 percent stake in the Schiehallion field, as well its stake in a related pipeline system.

The Schiehallion field, operated by BP Plc, is located north of Scotland in the Atlantic Ocean. The companies gained approval from the British government to begin drilling there in 1996.

[The Virginian]

Here's one for the Conspiracy crowd:


Rothschild's London-listed RIT Capital Partners said it was buying a 37 percent stake in Rockefeller from French group Societe Generale's private banking arm, for an undisclosed sum

[The Virginian]

May 31 (Reuters) - Flowers Foods Inc on Thursday said it will buy Lepage Bakeries Inc for about $370 million in cash and stock to expand its bakery products portfolio.

The deal will add about 3 cents to 5 cents per share to Flower Foods' earnings in 2012 and about 8 cents to 12 cents per share in 2013, Flowers Foods said