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.

VeraSun Energy Corp. to buy US BioEnergy Corp. for $954 million

VeraSun Energy Corp, of Brookings, South Dakota, will acquire US BioEnergy Corp of Inver Grove Heights, Minnesota. Both companies are ethanol producers. The all-stock deal represents a value of $8.62 for each share of US BioEnergy, a premium of 7.4 percent based on US BioEnergy’s closing share price on November 28. Existing VeraSun shareholders will represent about 60 percent of the shareholders after the merger.
Seller financial advisor:UBS
Bidder financial advisor:Morgan Stanley
Seller legal advisor:Skadden Arps Slate Meagher & Flom; and Covington & Burling (Advising UBS)
Bidder legal advisor:Cravath Swaine & Moore

National Australia Bank Limited to buy Great Western Bancorp. Inc from Hamann Family for $798 million

National Australia Bank Limited (NAB), the Melbourne, Australia-based bank, will acquire the Omaha, Nebraska based holding company of Great Western Bank from the Hamann family. Great Western Bank has assets of $3.4 billion and operates more than 100 branches. The acquisition will allow NAB to expand its operations in the U.S., especially in the agribusiness sector. Jeff Erickson will continue as CEO of Great Western Bank. The acquisition is subject to U.S. and Australian regulatory approvals and is expected to be completed in the second quarter of 2008.
Seller financial advisor: Not Available
Bidder financial advisor: Not Available
Seller legal advisor: Not Available
Bidder legal advisor: Not Available

Williams Partners LP to buy a stake in Wamsutter LLC from Williams Companies Inc. for $750 million

Williams Partners, the Tulsa, Oklahoma- based natural gas distribution company, has agreed to acquire a stake in Wamsutter, a natural gas gathering operation. Under the terms of the agreement, Williams Partners will acquire 100 percent of the Class A membership interest in Wamsutter and 50 percent of the initial Class C units. The transaction will be immediately accretive to distributable cash flow of Williams Partners. Williams Partners will finance the purchase with a combination of debt and equity. Williams Companies spun off Williams Partners in 2005, but still retains a majority stake. Antitrust regulators have already approved the transaction.
Seller financial advisor: Not Available
Bidder financial advisor: Not Available
Seller legal advisor: Internal
Bidder legal advisor: Internal

Telus Corp. to buy Emergis Inc. for $676 million

Telus has agreed to acquire Emergis, a Longueuil, Canada-based company, through a takeover bid. Emergis develops automated health-related claims processing systems, health record systems, pharmacy management systems, and loan document processing and registration systems. Telus provides data, Internet protocol, voice, and wireless services in Central and Eastern Canada. The offer provides a premium of 18.9 percent based on Emergis’s closing share price on November 28.
Seller financial advisor: Desjardins Securities; and Genuity Capital Markets
Bidder financial advisor: JPMorgan
Seller legal advisor: Stikeman Elliot
Bidder legal advisor: Osler Hoskin & Harcourt

Citadel Investment Group LLC to buy ETrade Financial Corp. (19.99 percent stake) for $444 million

Citadel Investment Group LLC, the Chicago-based investment company, has agreed to acquire a stake in ETrade, the provider of trading, investing, banking and lending for retail and institutional customers. The inferred offer price of $5.28 per share is the same as ETrade’s closing share price on November 28 and represents a discount of 52.6 percent on the share price one month prior to the announcement. The agreement is part of Citadel’s investment in ETrade, whereby ETrade is to receive $2.5 billion in cash in exchange for senior unsecured notes, common stock, and the sale of its entire asset-backed securities portfolio. The consideration includes a contribution by funds managed by BlackRock Inc. Citadel is expected to nominate one representative on ETrade’s board of directors. ETrade has $227 million of assets under management. The transaction is expected to close in January 2008..
Seller financial advisor: Evercore Partners; and JPMorgan
Bidder financial advisor: none
Seller legal advisor: Davis Polk & Wardwell
Bidder legal advisor: Fried Frank Harris Shriver & Jacobson

source: mergermarket


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