Deals: Steel and Germs, but No Guns

In our M&A roundup for the period ended Aug. 17, Russia's Novolipietsk Steel makes the biggest buy, with a drug deal and a drug-store deal right behind it.

CVS/Caremark Corp. to buy Longs Drug Stores Corp. for $2.75 billion

Longs, a Walnut Creek, Calif.-based retailer and pharmacy benefits company, definitively agreed to be acquired by CVS/Caremark, of Woonsocket, R.I. Both boards approved the merger at $71.50 a share, a premium of 32.3 percent. CVS/Caremark is a provider of prescriptions and related healthcare services. Longs’s pharmacy benefits operations are under the name RxAmerica. The transaction is expected to close in the fourth quarter.
Seller financial advisor: JPMorgan
Bidder financial advisor: Deutsche Bank; Lehman Brothers
Seller legal advisor: Wachtell, Lipton, Rosen & Katz
Bidder legal advisor: Davis Polk & Wardwell; Hogan & Hartson; Mintz Levin Cohn Ferris Glovsky and Popeo

Permira Advisers LLP and News Corp. to buy NDS Group Plc for $2.06 billion

NDS definitively agreed to be acquired by London-based private-equity concern Permira and New York City-based News Corp. The boards of directors of both companies have approved the merger at a price of $63 a share for Series A and B shares, a premium of 26.8 percent. For A shares that breaks down to $47.42 in cash and $15.58 of A shares. NDS is based in West Drayton, Middlesex, and supplies open end-to-end digital technology and services to digital pay-television platform operators and content providers. Excluding assumed cash from the deal, the implied equity value of the transaction is about $2.79 billion. The transaction is expected to close in the end of the year or early 2009.
Seller financial advisor: Citigroup ; Goldman Sachs; Morgan Stanley
Bidder financial advisor: JPMorgan
Seller legal advisor: Allen & Overy ; Clifford Chance; Weil Gotshal & Manges
Bidder legal advisor: Hogan & Hartson ; Skadden Arps Slate Meagher & Flom

Borealis Infrastructure Management Inc. and GIC Special Investments Pte Ltd. to buy a 19.75-percent stake in the electrical transmission/distribution business of Oncor Electric Delivery Co. LLC from Energy Future Holdings Corp. for $1.25 billion

Toronto-based Borealis is an investment company that invests in and manages infrastructure assets, while GIC Special Investments is a Singapore-based sovereign wealth fund. They are buying the stake in the transmission/distribution business of Dallas-based Oncor, an electrical power distribution company, from Dallas-based Energy Future Holdings.
Seller financial advisor: Credit Suisse
Bidder financial advisor: Lehman Brothers
Seller legal advisor: Baker & McKenzie; Simpson Thacher & Bartlett
Bidder legal advisor: Bracewell & Giuliani; Heller Ehrman White & McAuliffe ; Torys

Ultrapar Participacoes SA to buy the fuels marketing business in Brazil from Chevron Corp. for $730 million

Ultrapar Participacoes, of Bela Vista, Brazil, is engaged in LPG distribution, and chemical and petrochemical production, as well as transportation and storage of related products. Chevron’s fuels marketing business is based in Brazil, while Chevron itself is in San Ramon, Calif.
Seller financial advisor: Citigroup
Bidder financial advisor: Merrill Lynch
Seller legal advisor: Jones Day
Bidder legal advisor: Freshfields Bruckhaus Deringer


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