Deals: Intrastate Commerce

In our M&A Roundup for the week ended June 15, two California life-sciences companies connect, as do two Texas oil-and-gas firms, in a healthy week of billion-dollar-plus transactions.

Last week’s dealmaking lacked the standout blockbuster of the prior period’s $28-billion Verizon-Alltel agreement. And Belgian brewer InBev’s $46-billion offer for Anheuser-Busch was too premature to include. But still, a healthy selection of real deals, in a range of industries, led to $19.27 billion of transactions — including seven deals registering more than $1 billion, and three of them topping $4 billion.

Two of the bigger mergers were intrastate deals, one in California and another in Texas. Leading the top 10 in North American M&A was Invitrogen Corp.’s $5.91-billion arrangement to buy fellow California life-sciences company Applied Biosystems Group. Ranking third was Fort Worth-based XTO Energy Inc.’s $4.19-billion purchase of Dallas-based Hunt Petroleum Corp., according to data provided to CFO.com by mergermarket.

In the prior week, when Verizon-Alltel led the dealmaking, transaction volume hit a record for the year of just over $40 billion, representing 60 deals. Last week there were 57 deals. For the year to date, M&A totalled $403.76 billion on 1,654 transactions, still far short of the 2,423 deals worth $856.46 billion in the 2007 period.

Invitrogen Corp. to buy Applied Biosystems Group for $5.91 billion

Foster City, Calif.-based life-sciences company Applied Biosystems agreed to be acquired by Invitrogen, a life-sciences company based in Carlsbad, Calif. Both boards approved the merger at a price of $38 a share, split between 45 percent cash and 55 percent stock. The price is as a 17.1-percent premium. Applied Biosystems develops and markets instrument-based systems, consumables, software, and services for the life scicnes, and also for the research community. It is a tracking stock of Applera Corp. Invitrogen’s work involves developing, manufacturing, and marketing materials for life-sciences research, drug discovery, diagnostics customers, and biological products manufacturers. The transaction is expected to close in the fall.
Seller financial advisor: Greenhill & Co; Morgan Stanley
Bidder financial advisor: Moelis & Company; UBS
Seller legal advisor: Covington & Burling; Skadden Arps Slate Meher & Flom
Bidder legal advisor: DLA Piper

Goldman Sachs to buy Landesentwicklungsgesellschaft Nordrhein-Westfalen from Federal State of Nordrhein-Westfalen (Northrhine-Westphalia) for $5.44 billion

The Whitehall Funds, the New York City based real estate investment fund sponsored and managed by New York City-based investment bank Goldman Sachs, agreed to acquire the Dusseldorf, Germany-based federal real estate company through an auction from the German federal state of Nordrhein-Westfalen.
Seller financial advisor: Metzler Corporate Finance
Bidder financial advisor: Goldman Sachs
Seller legal advisor: Willkie Farr & Gallher
Bidder legal advisor: Hengeler Mueller

XTO Energy Inc. to buy Hunt Petroleum Corp. for $4.19 billion

Fort Worth-based natural gas producer XTO agreed to acquire Dallas-based oil and gas explorer, producer, and refiner Hunt for $2.6 billion in cash and 23.5 million XTO common shares worth $67.72 per share. The cash portion will be funded through a combination of cash flow, commercial paper, and debt from capital market transactions. The deal is expected to be closed on or before Sept. 3.
Seller financial advisor: Energy Spectrum Advisor ; Goldman Sachs; Tristone Capital
Bidder financial advisor: Not available
Seller legal advisor: Haynes & Boone; Jones Day
Bidder legal advisor: Gibson Dunn & Crutcher

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