Deals: Relativity Matters

In our M&A roundup for the period ended Aug. 10, two of the top buyers already have an interest in the targets, while private equity accounts for the third.

General Maritime Corp. to buy Arlington Tankers for $494 million

Arlington Tankers, based in Hamilton, Bermuda, definitively agreed to be acquired by General Maritime, a Marshall Islands-based company with New York City headquarters, engaged in providing international seaborne crude oil transportation services. Terms call for one share of the new combined company to be exchanged for each Arlington share, with 1.34 shares of the new company being exchanged for each General Martime share, representing $18.07 for each Arlington share, a discount of 8.3 percent. The implied equity value is about. $280 million excluding assumed debt. The transaction is expected to close in the fourth quarter.
Seller financial advisor: Jefferies & Company
Bidder financial advisor: UBS
Seller legal advisor: Wilmer Cutler Pickering Hale and Dorr
Bidder legal advisor: Kramer Levin Naftalis & Frankel; Covington & Burlington

Tower Group to buy CastlePoint Holdings for $485 million

CastlePoint Holdings, also of Hamilton, Bermuda, definitively agreed to be acquired by New York City-based Tower Group, which provides property and casualty insurance products and deals in reinsurance. CastlePoint is a property and casualty insurer with a reinsurance business. Terms call for 0.47-share of Tower and $1.83 in cash to be exchanged for each CastlePoint share, for a per-share value of $12.68, a premium of 42.8 percent.
Seller financial advisor: Goldman Sachs
Bidder financial advisor: Lazard
Seller legal advisor: Sullivan & Cromwell
Bidder legal advisor: Debevoise & Plimpton

Petroleo Brasileiro SA to buy the fuels business of Esso Chile Petrolera , a 33.3-percent stake in Sociedad de Inversiones de Aviacion Ltd., and a 22-percent stake in Sociedad Nacional de Oleoductos from ExxonMobil Corp. for $400 million

Rio de Janeiro-based energy company Petroleo Brasileiro agreed to acquire the fuels business in the retail, industrial, and aviation markets of Esso Chile Petrolera, along with associated Chilean companies, from Irving, Texas-based ExxonMobil. The transaction is expected to be completed in next year’s second quarter.
Seller financial advisor: JPMorgan
Bidder financial advisor: Not available
Seller legal advisor: Not available
Bidder legal advisor: Not available

Meda AB to buy businesses in Eastern and Western Europe from Valeant Pharmaceuticals International for $392 million

Solna, Sweden-based pharmaceutical company Meda agreed to acquire the businesses of Valeant, an Aliso Viejo, Calif.-based specialty pharmaceutical company for cash in a deal expected to be earnings-per-share accretive next year. The transaction is expected to close in the third quarter.
Seller financial advisor: Goldman Sachs
Bidder financial advisor: Not available
Seller legal advisor: Skadden Arps Slate Meagher & Flom
Bidder legal advisor: Not available

IGM Financial to buy Saxon Financial Inc. for $250 million

Winnipeg, Manitoba-based financial services company IGM agreed to acquire Toronto-based Saxon for cash. Terms call for a $20.43-a-share price N based mutual fund company, for a cash consideration of CAD 286m ($278m). Under the terms of the agreement, IGM is offering CAD 21.00 ($20.43) per share in a cash tender offer, which values the entire equity at $278 or $250m including assumed cash. The offer represents a premium of 68 percent over Saxon’s closing share price of CAD 12.50 ($12.26) per share as on 04 July 2008, one month prior to announcement of the deal. This acquisition will add CAD 13.4 billion ($12 billion) of total assets under management to IGM’s CAD 117 billion (114 billion). This is expected to close on 30 September 2008.
Seller financial advisor: BMO Capital Markets
Bidder financial advisor: Internal
Seller legal advisor: Torys
Bidder legal advisor: Blake, Cassels & Graydon

Total SA to buy Synenco Energy Inc. for $248 million

Total E&P Canada Ltd., a wholly owned subsidiary of Paris-based Total, agreed with Synenco for Total to pay cash for the outstanding common of Calgary, Ontario-based Synenco on a fully diluted basis. Directors of both companies approved the merger at $8.88 a share, a premium of 16 percent. The value, including assumed cash, is $522 million.
Seller financial advisor: Merrill Lynch; TD Securities
Bidder financial advisor: CIBC World Markets
Seller legal advisor: Borden Ladner Gervais; Bennett Jones
Bidder legal advisor: Sullivan & Cromwell; Macleod Dixon

Humana Inc. to buy PHP Companies Inc. from Covenant Health for $245 million

Louisville, Ky.-based health and supplemental benefits companies Humana agreed to pay cash for Knoxville, Tenn.-based PHP, a health insurance services provider. The seller is Covenant Health of Knoxville. The transaction is expected to be complete in the fourth quarter.
Seller financial advisor: Citigroup
Bidder financial advisor: Banc of America Securities
Seller legal advisor: Not available
Bidder legal advisor: Not available

source: mergermarket

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