dealReporter Risk Arbitrage Weekly Overview 05 August 2010 - 13 August 2010
On Thursday, Dana announced that due to KNOC’s unwillingness to acknowledge the value of Dana s ongoing business development and to increase its indicated offer price for the company, it did not intend to proceed with discussion with the potential bidder company. KNOC also refused to agree to a non–disclosure agreement for the purpose of due diligence for the company. Dana’s management does not consider it appropriate to recommend this offer, as a result.
Also on Thursday, dimension Data and NTT published the Offer Document for the entire outstanding share capital of Data Dimension as announced on the 15 July 2010. This included the first closing date of the offer of 12 noon London time, 10 September. On Wednesday it had been announced that the NTT / Dimension Data deal had gained all relevant regulatory clearances in the US with the early termination on 10 August 2010 of the Hart –Scott-Rodino waiting Period aft6er the review both by the Federal Trade Commission and the Department of Justice anti-trust Division. The Deal has also gained approval by the Committee of Foreign Investment in the US. The Deal remains subject to other anti-trust clearance in South Africa and by the EC. Both of these have been notified and the EC is reviewing the deal under simplified procedure.
On Wednesday the deal between Arriva and Deutsche Bahn received clearance from the EC completion authorities subject to the divestment of the German operations of Arriva. To address the commission competitive concerns regarding competition in the German rail and bus market, Deutsche Bahn has offered to divest Arriva Deutschland - the entire of Arriva’s German operations in rail and bus. This modified transaction does not pose concern for the competition in the eyes of the EC commission.
Wednesday also saw ACS announce an agreement with CVC Capital Partners for a restructuring of the ownership of the share capital of Abertis Infrastructuras. A total of 25.83% will be assigned to the Funds Admirabilia and Trebol International. Trebol International will acquire 15.55% and will be held to 99% by Trebol Holdings, the vehicle for CVC Capital Partners. The remaining 1% in Trebol Interntional will be held by ACS. The remaining 10.28% will be acquired by Asmirabilia which is 99% held by ACS and 1% by Trebol. Trebol Holdings will hold 60% of political rights in both companies and ACS the remaining 40%. Criteria affirmed its intention to hold on to its significant stake and its continued support for ACS, the Abertis Holding Company.
On Tuesday it was announced that the anticipated combination of International Power and GDF had been firmed up and that International Power shareholders were to receive a special dividend of GBP 0.92. International Power shareholders are due to hold 30% in the new combined company while GDF Suez shareholders will hold the remaining 70%.
On Friday morning Tomkins Plc published the Scheme Document for the recommended cash offer by Pinafore for its entire issued share capital. This included the expected timetable with an expected effective date of 24 September, 2010. It also informed shareholders of details of the Loan Note alternative. For every GBP 1 of cash consideration otherwise receivable, the holders are entitled to a GBP 1 nominal value Loan Note. The Loan Notes bears interest paid semi-annually of LIBOR+0.8%. It will be redeemable at par on any interest payment date or on 31 December 2015 at the latest.
Press Release 13 Aug 2010.pdf