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

[The Virginian]

(Reuters) - International Paper Co will sell three U.S. corrugated packaging mills for $470 million as part of an antitrust agreement related to the acquisition of rival Temple-Inland Inc.

The company won U.S. antitrust approval to buy Temple-Inland for $3.7 billion in February on the condition it divests three corrugated packaging mills.

International Paper has agreed to sell its Ontario and Hueneme mills in California to a joint venture formed by The Kraft Group LLC and Schwarz Partners LP, and its New Johnsonville mill in Tennessee to Hood Companies Inc.

Under the antitrust agreement, International Paper had four months, with an option of two 30-day extensions, to close the sale of the mills.

International Paper shares, which have fallen about 20 percent since March, closed at $29.20 on Thursday on the New York Stock Exchange

[The Virginian]

(Reuters) - Private equity firm Thomas H. Lee Partners is in final discussions to buy Party City, North America's largest retailer of party goods such as balloons and Halloween costumes, for as much as $2.8 billion, according to people familiar with the matter.

Private equity owners of Party City have chosen THL for negotiations after final offers came in last week, and a deal could come in the near future, the sources said.

Boston-based THL has prevailed over two other private equity suitors in the race -- BC Partners and a consortium of Leonard Green & Partners LP and TPG Capital Management TPG.UL, they said.

The sources, however, cautioned that a deal has not been reached yet and the company could still turn to other parties. Party City is currently negotiating a final price with THL and an outcome is expected in the next several days, they added.

Owners have asked for 10 times Party City's earnings before interest, tax, depreciation and amortization (EBITDA) of roughly $280 million, valuing the company at $2.8 billion, according to the people familiar with the matter.

A final price is expected to be somewhere between $2.6 billion and $2.8 billion, the sources said.

Party City, co-owned by buyout firms Advent International Corp, Berkshire Partners LLC and Weston Presidio, has been exploring a sale after filing for an initial public offering last year, sources told Reuters previously.

A sale to another private equity firm -- known as a secondary buyout -- comes as the traditional route for exits, the IPO market, faces challenges from weak global markets and Facebook's troubled IPO.

Goldman Sachs Group (GS.N) and Deutsche Bank (DBKGn.DE), who are part of the IPO underwriters, have also been advising Party City on a potential sale, the sources have said.

Representatives for Party City, Goldman Sachs, Deutsche Bank, THL, BC Partners, Leonard Green and Berkshire had no immediate comment. TPG, Advent and Weston Presidio declined to comment.

Berkshire Partners and Weston Presidio acquired the company in 2004, and Advent International invested in the firm four years later. The buyout firms together control 91 percent of the company.

Party City sells party supplies, decorations and costumes for a variety of party occasions and holidays, principally under the brands Party City, Halloween City, Factory Card & Party Outlet, and Party Packagers.

(Reporting by Greg Roumeliotis and Soyoung Kim in New York; editing by Gunna Dickson

[The Virginian]

** Health insurer WellPoint Inc plans to buy contact-lens and eyewear retailer 1-800 Contacts Inc for a transaction value close to $900 million, the Wall Street Journal reported, citing a person familiar with the matter.

[Deleted]

Just got a Notice that FORTIS Group has made a Flat takeover of CH Energy Group.

Offer is $65.00 Per share + all dividends until mergers expected close (expected early 2013, pending of course all customary approvals.)

[The Virginian]

(Reuters) - MasterCard Inc said it will buy back $1.5 billion worth its class A common stock after its current share repurchase program ends.

At the end of May, $270 million was remaining in its previously announced $2 billion share buyback plan.

The company also declared a cash dividend of 30 cents per share payable on August 9.

The credit and debit card network operator's shares, which have gained about 50 percent value in the last one year, closed at $408.20 on the New York Stock Exchange on Tuesday.

[The Virginian]

Reuters) - U.S. brewer Molson Coors won EU regulatory approval on Wednesday to buy east European peer StarBev for 2.65 billion euros ($3.30 billion) to boost its presence in developing markets.

Molson Coors, maker of Carling, Blue Moon and Coors Light beers, is buying StarBev from CVC Capital Partners .

The European Commission, the EU antitrust watchdog, said the deal would not pose any competition issues as it would not significantly alter the market.

"Given the small market share increase resulting from the transaction, the relatively low combined market shares of the parties and the presence of a number of credible competitors, the Commission concluded that the transaction would not raise competition concerns," the Commission said in a statement.

[The Virginian]

Another Company going down the tubes, Best Buy!
Best Buy , Sears, JC Penny and others are not going to make it in the Retail World any more along with thousands of Mom and Pops. My prediction of almost no physical retail stores left in twenty years is slowly coming true. Just a few Niche stores, Walmart Mart and Internet giants will live on. My opinion - It's free so don't complain!


Schulze leaves chairman's role two weeks early

* Exploring options for his 20.1 pct stake in Best Buy

* Hatim Tyabji now chairman

* Shares fall as much as 8.5 pct (Adds analyst comments, company details, updates stock price)

By Jessica Wohl and Dhanya Skariachan

June 7 (Reuters) - Best Buy Co Inc founder and chairman Richard Schulze resigned from the company's board on Thursday and put his 20.1 percent ownership stake in play, heightening the boardroom drama surrounding the world's largest electronics chain.

Schulze's announcement came just two months after CEO Brian Dunn abruptly left the chain, and as Best Buy struggles to compete with online retailers.

Shares of Best Buy fell as much as 8.5 percent on Thursday. The stock was already rocked in April when Dunn left amid a probe that later found he had engaged in an improper relationship with a female employee.

Best Buy said last month that Schulze would step down as chairman after the June 21 annual meeting, after he failed to tell the board about Dunn's relationship. He had planned to remain a director through the 2013 annual meeting.

The 71-year-old Schulze is by far Best Buy's largest shareholder, with 69.78 million shares as of April 11, according to Thomson Reuters data. He served as the retailer's chief executive for 36 years, until 2002.

Minneapolis-based Best Buy is struggling with the increasing trend of customers who visit stores to test pricey electronics, only to end up buying the items online from Amazon.com Inc and others.

At the same time, Wal-Mart Stores Inc and Target Corp are flexing their competitive muscle by devoting space to popular Apple Inc devices in some of their stores.

"We surmise that Schulze had some disagreement with the board and current management team around the strategies being considered," said Bernstein Research analyst Colin McGranahan, who has a "market-perform" rating on Best Buy shares.

Earlier this year, Best Buy said it would close 50 large U.S. stores as it tries to turn around the business, a move some analysts said was far weaker than what is needed.

"It is not obvious who or if there are buyers for such a substantial (though non-controlling) stake" at this point, said McGranahan.

Schulze's announcement implies "little interest so far" from private equity firms, though the "fire sale" aspect of his sale could attract new bidders, he said.

A leveraged buyout of Best Buy would be tough to pull off, said BB&T Capital Markets analyst Anthony Chukumba.

"Even as depressed as their share price is right now, to (make an offer for) Best Buy, you're talking about probably a $10 billion deal," he said. "That's a much larger deal than I think is feasible in the current market environment."

As of Wednesday, Best Buy's market capitalization was $6.56 billion.

[ModE98]

Times, they are a'changing. People will be just sittin' on their lazy azzes in front of a computer, ordering on line, and getting fatter, fatter and fatter. At least they were getting exercise when they were out shopping.

Oh well, it is only a matter of time before the robots take over. Is mankind outsmarting itself.

[The Virginian]

People will be just sittin' on their lazy azzes in front of a computer, ordering on line, and getting fatter, fatter and fatter

Hey I just placed an order online! ;D

[ModE98]

Don't we all. Gotta get out of this seat!!!! Oh well, shall go bowling tomorrow.

[Driftr]

Jun 7, 2012 13:38:10 GMT -5 ModE98 said:

Times, they are a'changing. People will be just sittin' on their lazy azzes in front of a computer, ordering on line, and getting fatter, fatter and fatter. At least they were getting exercise when they were out shopping.

Oh well, it is only a matter of time before the robots take over. Is mankind outsmarting itself.

Try this book out if interested in where we may be heading.

The Machine Stops.

www.ele.uri.edu/faculty/vetter/Other-stuff/The-Machine-Stops.pdf

[Driftr]

Heard on NPR while driving in that there's a rumor Chesapeake may be partially or completely up for sale.

[The Virginian]

I'm glad I jumped out of Chesapeake when I did. Lost some money and a lot of pride but I still have my shirt on my back!

[The Virginian]

Reuters) - Private equity-backed Domus Holdings Corp filed with the U.S. regulators to raise up to $1 billion in an initial public offering of its common stock.

The real-estate broker, which franchises brokerage brands like Century 21, Sotheby's International Realty and Better Homes, did not reveal how many shares it plans to offer and their price.

The company, which is backed by Apollo Management Holdings and Paulson & Co, said Apollo Management will continue to own a majority of the voting power of its outstanding common stock.

Domus Holdings did not reveal the names of the underwriters.

The amount of money a company says it plans to raise in its first IPO filings is used to calculate registration fees. The final size of the IPO could be different.

[Driftr]

Jun 8, 2012 7:34:14 GMT -5 Driftr said:

Heard on NPR while driving in that there's a rumor Chesapeake may be partially or completely up for sale.

Seems rumor on NPR was correct (originally typed right, but didn't want to bring P&M over here ).

June 8 (Bloomberg) -- Chesapeake Energy Corp., the U.S. energy explorer facing a $22 billion cash shortfall because of falling natural-gas prices, agreed to sell its pipeline interests to Global Infrastructure Partners for $4.08 billion.

www.sfgate.com/cgi-bin/article.cgi?f=/g/a/2012/06/08/bloomberg_articlesM5A5W46S972901-M5ASF.DTL

[The Virginian]

UPDATE 1-Johnson & Johnson wins US approval to buy Synthes
5:21pm EDT
* Biomet to buy Johnson & Johnson wrist repair system

* J&J-Synthes deal should close within the week

* Transaction valued at around $21 billion

WASHINGTON, June 11 (Reuters) - Johnson & Johnson has won U.S. antitrust approval to buy Swiss medical device company Synthes Inc if it sells some assets, the Federal Trade Commission said on Monday.

Johnson & Johnson will sell its system for surgically treating serious wrist fractures, and related assets, to Biomet Inc as a requirement for approval, the FTC said.

European antitrust officials approved Johnson & Johnson's deal to buy Synthes, valued at about $21 billion, on April 19.

Johnson & Johnson and Synthes together have about 70 percent of the market for plating systems used to surgically repair fractures in the radius bone nearest the wrist, the FTC said.

Such injuries often occur when a falling person tries to catch himself or herself.

"J&J and Synthes are direct competitors for these important systems used in the surgical treatment of traumatic wrist fractures," said Richard Feinstein, director of the FTC's Bureau of Competition.

The deal should close within the week.

"We are pleased with the FTC's clearance of our acquisition of Synthes and look forward to moving ahead to closing," said Johnson & Johnson spokesman Alfred Wasilewski.

Biomet's plan to acquire DePuy Orthopaedics, the Johnson & Johnson unit that includes its surgical wrist fracture repair business, was announced in April. The deal was valued at $280 million in cash, Biomet said at the time.

[The Virginian]

General Electric Co aims to buy a medium-sized business in Germany in the next six months to expand its technological footprint, German daily Sueddeutsche Zeitung reported, citing a manager at the U.S. conglomerate.

"We hope to have managed a takeover by the end of the year," the paper cited Christoph Reimnitz, in charge of strategy and M&A in Germany and eastern Europe, as saying in an article published on Saturday.

He did not provide details on possible acquisition targets but said he preferred buying family-owned businesses to takeovers of stock-listed companies or assets put up for sale by private equity firms.

GE commonly spends about $5 billion to $6 billion a year on acquisitions. Reimnitz declined to say how much of that could go toward purchases in Germany this year but told the newspaper "this market is in the company's focus now".

He said possible targets were currently fairly valued, adding valuations could decline if the economy weakened again later in the

[The Virginian]

Walgreens throws a Punch at Express Scripts!


** U.S. drug retailer Walgreen Co is buying a 45 percent stake in European health and beauty group Alliance Boots for $6.7 billion in cash and stock, creating the world's biggest buyer of prescription drugs

[The Virginian]

Rupert Murdoch's News Corp made a $2 billion takeover offer for Australia's Consolidated Media Holdings , boosting top shareholder and billionaire James Packer's warchest as he abandons media in favour of casinos.

[The Virginian]

Lately, investors should have plenty of examples of how stocks are born via an initial public offering. In the case of Facebook (FB -0.97%), we saw in painful detail how a fast-growing tech company can go from Internet darling to IPO flop overnight. Other big offerings of various success in the past few months include organic foods giant Annie's (BNNY -1.87%) and investment powerhouse Carlyle Group (CG +0.41%).




But not all companies reach the bright lights of Wall Street via an IPO. In the case of Burger King, which was taken private in 2010 for $3.3 billion, it avoided the complicated path that Facebook and Annie's followed to the stock market.




Burger King, which will trade under the symbol BKW on the NYSE, is avoiding an IPO altogether. And it started trading again Wednesday.




Burger King is using a convoluted deal structure to pull this off. To gain access to Wall Street, it is merging with an existing stock that already trades publicly.




That stock is Justice Holdings, a U.K. investment entity that trades on the London Stock Exchange. Burger King's private ownership group, 3G Capital, received $1.4 billion from Justice for a minority stake in BKW, and Justice in turn will suspend its stock, change its name to Burger King Worldwide and then re-list those shares in New York.




3G Capital still has a 71% stake in the company and hopes to see a nice profit on its initial $3.3 billion investment in Burger King.




Sound overly complicated? Well, according to IPO expert Tom Taulli, these kinds of financial acrobatics are common practice at the home of the Whopper.

[The Virginian]

** United Parcel Service Inc will launch its 5.2 billion euro ($6.6 billion) offer for Dutch rival TNT Express on Friday, the two companies said in a joint statement.

[The Virginian]

For all you Beer Lovers out there ..... Anheuser Busch ( InBEV) is buying out the Mexican company that makes Corona!

[The Virginian]

** Best Buy Co Inc founder Richard Schulze is working with banks including Credit Suisse to explore a potential private takeover of the world's largest consumer electronics retailer, three sources close to the matter said late on Tuesday

It's not going to matter ; the writing is on the wall for most of these retailers - the internet is going to kill them or bring them to their needs. Even the mighty Walmart will eventually succumb to the like of Amazon.

[The Virginian]

Reuters) - Malaysian state oil company Petronas will buy joint venture partner Progress Energy Resources Corp for C$4.80 billion ($4.67 billion) to gain full ownership of large swathes of natural gas fields in Canada.

Petronas will pay C$20.45 per share, a premium of 77 percent to Progress Energy's Wednesday close.

Including debt, the transaction is valued at about C$5.5 billion, the companies said in a statement on Thursday.

Calgary-based Progress owns unconventional shale fields in northeast British Columbia and northwest Alberta.

Petronas last year bought a stake in a shale gas field in Canada for $1.1 billion from Progress Energy.

[The Virginian]

Well It's About Time ! ;D

Duke Energy Corp. (DUK)’s $17.8 billion purchase of Progress Energy Inc. (PGN) is expected to close on July 2 after a meeting of South Carolina regulators.

The Public Service Commission of South Carolina plans to review how the companies will coordinate electricity delivery from their combined power plants, Mike Hughes, a spokesman for Raleigh, North Carolina-based Progress, said in a telephone interview.

The merger creating the largest U.S. power company was approved earlier today by the North Carolina Utilities Commission, according to a regulatory filing.

While the approval from North Carolina regulators was the last needed to close the deal, the utilities won’t complete the transaction until South Carolina’s commission reviews the agreement during a July 2 hearing slated to begin at 11:30 a.m. local time, Hughes said.

Assuming the South Carolina hearing’s outcome is favorable, “we expect to close Monday afternoon,” Hughes said.

Tom Williams, a spokesman for Charlotte-based Duke, said the company won’t speculate on a time for closing the transaction until South Carolina regulators approve the purchase.

The takeover by Charlotte, North Carolina-based Duke was announced in January 2011 and will create the largest owner of U.S. electric utilities.

[The Virginian]

Deal ends bidding war with private investment firm

* Dell seeks to diversify revenue base

* Dell shares down 1.4 pct, Quest off 0.2 pct

July 2 (Reuters) - Dell Inc will buy Quest Software Inc for $2.4 billion in cash in an effort to expand its software business and decrease its dependence on the declining personal computer market.

Dell said on Monday it will pay $28 per share, trumping a bid from private investment firm Insight Ventures, adding that it expects the deal to close in the third quarter.

Dell sparked a bidding war in June, when it offered $25.50 per share for Quest, an enterprise management software maker, topping Insight's initial offer in March of $23 per share.

Insight later bid $25.75 a share for Quest.

Last week, Quest said a strategic bidder it did not identify had offered $27.50 per share. Reuters later identified Dell as the bidder.

"The addition of Quest will enable Dell to deliver more competitive server, storage, networking and end user computing solutions and services to customers," said John Swainson, president of Dell Software Group.

Dell has been diversifying its revenue base in the face of weakened consumer demand, giving up low-margin sales to consumers and moving into higher-margin areas, such as catering to the technology needs of small and medium businesses in the public sector and the healthcare industry.

The company now finds itself lagging larger rivals like Hewlett-Packard Co and International Business Machines Corp in the race to become one-stop shops for corporate information technology needs.

Dell dropped 1.4 percent to $12.34 in early trading. Quest, up 43 percent since Insight first made its offer, was down 0.2 percent at $27.75.

[Deleted]

Bristol Myers Is buying Amylin -

PRINCETON, N.J., LONDON, & SAN DIEGO--(BUSINESS WIRE)--Bristol-Myers Squibb Company (NYSE: BMY) and Amylin Pharmaceuticals, Inc. (NASDAQ: AMLN) announced today that Bristol-Myers Squibb will acquire Amylin for $31.00 per share in cash, pursuant to a cash tender offer and second step merger, or an aggregate purchase price of approximately $5.3 billion. The total value of the transaction, including Amylin’s net debt and a contractual payment obligation to Eli Lilly & Company, together totaling about $1.7 billion, is approximately $7 billion. The acquisition has been unanimously approved by the boards of directors of Bristol-Myers Squibb and Amylin. The board of directors of Amylin has unanimously recommended that Amylin’s stockholders tender their shares into the tender offer.

www.bms.com/news/press_releases/pages/default.aspx?RSSLink=http://www.businesswire.com/news/bms/20120629006045/en&t=634768326184709890

Might hit BMY's stock for a bit as this is expected to be Dillutive for at least a year, then Minorly Accreditive

[The Virginian]

I own BMY so hopefully this work out as a positive for all that do!

[Deleted]

We own BMY also. And we hope the same. At least they are financing most of the Purchase from thier Huge Cash hoard and only seeking a small amount as a Credit Facility..
Big Dollar takeovers in Pharma can be scary, especially if most of the Takeover is based on Borrowed money

[The Virginian]

GOOD GRIEF!!!

N.C. regulator, attorney general open investigations

* Ex-Progress director: Duke board acted in "bad faith"

* Governance expert defends Duke board

* Duke shares down 2.3 percent

By Eileen O'Grady

HOUSTON, July 6 (Reuters) - North Carolina officials late Friday launched two investigations into the surprising move by Duke Energy Corp directors to replace former Progress Energy Chief Executive Bill Johnson with Duke CEO Jim Rogers, just a day after a deal to create the largest U.S. utility company was finalized.

The North Carolina Utilities Commission, which approved Duke's $18 billion buyout of Progress late last week, ordered Rogers to appear at a hearing Tuesday to answer questions on the timing of the decision to replace Johnson, the commission said in a two-page order.

Separately, Roy Cooper, attorney general in North Carolina where both companies are based, opened an investigation and ordered Duke officials to produce merger-related documents from board members and senior managers of both companies from as far back as January 2011.

"This significant management change within hours after the merger has put the company on credit watch, so we need to get to the bottom of this to make sure we protect consumers," Cooper said in a statement.

The attorney general requested "all documents or communications that discuss the prospective chief executive officer of the merged entity" and "any discussion of any effort or plan for James E. Rogers to be the chief executive officer of such merged entity."

The agency also seeks documents that "identify or assess risks and/or impacts," such as financial, investor or regulatory associated with a change of management after the merger.

A Duke spokesman said Rogers would be at the commission hearing Tuesday and the company was evaluating the request for documents from the attorney general.

The investigations followed public comment earlier Friday by Progress's former lead director that Duke directors acted in "bad faith" when it replaced Johnson.

Duke completed the buyout of Progress on Monday, and on Tuesday the Duke board announced that Johnson, who had been slated to run the combined company, was leaving by "mutual agreement."

The decision came as a surprise to many Duke shareholders, Wall Street analysts, and utility commissions that had approved the deal.

Standard & Poor's said it was reevaluating credit ratings for Duke and its utilities, citing the management news.

"The sudden shift in management raises concerns about effective corporate governance, successful handling of the anticipated merger integration and the ongoing effective management of pending challenges that face the combined entity," S&P said.

Replacing Johnson "can only be described as an incredible act of bad faith with regard to the undertakings of the merger agreement," John Mullin, former lead director at Progress, said in the public letter dated July 5. "I think it was a clearly premeditated contravention of one of the most central tenets of our agreement."

The decision by the 18-person Duke board, with 11 legacy Duke directors and seven Progress directors, to install Rogers as chief executive officer was "the most blatant example of corporate deceit that I have witnessed," Mullin wrote.

Duke declined to comment on Friday. Earlier in the week, the company and its lead director, Ann Maynard Gray, declined to give any further details about Johnson's resignation.

Under a non-disparage clause in the separation agreement, Johnson and Duke are not allowed to make statements that cast the other "in a critical or unfavorable light."

Johnson will receive up to $44 million in payouts related to his resignation from the company, according to regulatory filings.

The deal, announced in January 2011, created the largest U.S. power company, with 57,000 megawatts of generating capacity and 7.1 million electricity customers in North Carolina, South Carolina, Florida, Indiana, Kentucky and Ohio.

It also became the second largest U.S. operator of nuclear power plants.

The original plan had been for Rogers to serve as executive chairman of the combined company, with Johnson as president and CEO.

Johnson was on the board when the decision was made, along with Rogers. It is unclear if either man voted on the CEO change, though Johnson has now left the Duke board, reducing its size to 17.

Duke shares have dropped 4.4 percent since the announcement on Tuesday morning. By comparison, Standard & Poor's' utilities index is down about 1.4 percent over the same period.

Duke shares closed down 2.3 percent Friday at $66.23 amid a broad market slide.

Despite the controversy, corporate governance expert and University of Delaware professor Charles Elson said he was untroubled by the move.

"Until the two companies come together, you never know who will be the best," Elson said. "The board's job is to pick who is the most effective leader, period. Sometimes before a merger, one person appears better and after a merger someone else appears better."


NORTH CAROLINA CONCERNS

Robert Gruber, executive director of the NCUC Public Staff, an independent agency that makes recommendations to the utility commission on consumer matters, said Johnson's sudden departure raises questions about how the combined utility will operate.

"They presented it as a friendly merger that made the best of the synergies, the cost-savings and putting the best people possible in place to manage the company," Gruber said. "Suddenly, it became and unfriendly merger in one day."

The controversy did not appear to concern Gruber's counterparts in South Carolina.

"We have great respect for Bill Johnson, but we also have great respect for Jim Rogers," said Dukes Scott, executive director of the South Carolina Office of Regulatory Staff, which participated in the merger deliberations.

Johnson's departure from Duke cost him a leadership position at the Nuclear Energy Institute, the nuclear industry's Washington-based trade group.

Johnson, elected in May to a second one-year term as chairman of the organization, was no longer eligible to lead NEI once he resigned, an NEI spokesman said in an email.

Johnson's resignation is not without precedent among large companies that have combined.

John Thain was forced to quit as head of Bank of America Corp's investment banking and wealth management business just three weeks after he sold Merrill Lynch to the bank, after the scope of losses from mortgages and toxic debt on Merrill's books came to light.

And Citigroup Inc's plan to have Sandy Weill and John Reed serve as co-chairmen and co-CEOs after Citicorp merged with Travelers in 1998 lasted about a year-and-a-half. Reed stepped down in 2000.