Deals: A Good Start on Holiday Shopping

Vivendi-Activision video-game combination leads a surge of strategic buying, followed by Philips Electronics $2.75 billion bid to become the biggest lighting company in North America.

Vivendi SA to buy Activision Inc. (9.1 percent stake) for $1.34 billion

As described above, Vivendi SA, the Paris-based digital entertainment group, will acquire up to 69.2 million newly issued shares in Activision, a Santa Monica, Calif.-based publisher of interactive entertainment, for a total cash consideration of $1.73 billion.

The transaction is part of a wider combination that sees Vivendi Games being merged into a wholly owned subsidiary of Activision. Concurrent with the merger, Vivendi will also acquire newly issued shares in Activision, bringing its total ownership in Activision to 52 percent on a fully diluted basis.
Seller financial advisor:Allen & Company
Bidder financial advisor: Goldman Sachs
Seller legal advisor: Skadden Arps Slate Meagher & Flom; and Wachtell Lipton Rosen & Katz
Bidder legal advisor: Gibson Dunn & Crutcher

Koninklijke Philips Electronics NV to buy Genlyte Group Inc for $2.75 billion

Royal Philips Electronics will acquire Genlyte Group in an all-cash tender offer. Louisville, Ky.-based Genlyte designs, manufactures, and sells lighting fixtures, controls and related products for the commercial, residential and industrial markets in North America. Amsterdam-based Royal Philips Electronics is the parent company of the Philips Group and has four divisions: medical systems, domestic appliances and personal care, consumer electronics, and lighting. The $9.50-per-share offer provides a premium of 52 percent based on Genlyte’s closing share price on November 23. The transaction is expected to close in the first quarter of 2008.
Seller financial advisor:JPMorgan; and Sagent Advisors
Bidder financial advisor:Goldman Sachs
Seller legal advisor:McDermott Will & Emery
Bidder legal advisor:Sullivan & Cromwell

Cigna Corp. to buy Great-West Healthcare from Great-West Life and Annuity Insurance Company for $1.5 billion

Cigna, the listed Philadelphia-based insurance company, has agreed to acquire Greenwood, Village, Colo.-based Great-West Healthcare, for cash. Cigna would inject $400 million of additional capital to support Great-West Healthcare. The acquisition comprises Great-West Healthcare’s entire portfolio of health and group insurance businesses along with the associated information technology infrastructure. The transaction is in line with Cigna’s strategy to establish and expand itself in the middle market and broaden Cigna’s geographical reach and distribution network in western regions of the U.S. The deal is is expected to be completed by the first half of 2008.
Seller financial advisor:Goldman Sachs
Bidder financial advisor:Banc of America Securities
Seller legal advisor:Dewey & LeBoeuf
Bidder legal advisor:Jones Day; Shearman & Sterling (Advising Banc of America Securities); and Skadden Arps Slate Meagher & Flom

TPG LLP to buy Axcan Pharma Inc for $1.02 billion

Axcan Pharma Inc., a Quebec-based specialty pharmaceutical company focused on gastroenterology, will be acquired by TPG Capital, the global buyout group of private investment firm TPG for $23.35 per share. That’s a premium of 28.3 percent based on Axcan’s November 28 closing share price. The transaction will be financed through a combination of equity contributed by TPG Capital and its affiliates as well as debt financing that has been committed by Bank of America and HSBC. The transaction is not contingent on financing commitments.
Seller financial advisor:Merrill Lynch
Bidder financial advisor:Banc of America Securities
Seller legal advisor: Stikeman Elliott; and Latham & Watkins
Bidder legal advisor:Ropes & Gray; and Davies Ward Phillips & Vineberg


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