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M&a Watch

Mergers
NEwS, ANALYSIS AND COMMENTARY
By WIll ROBINSON, AlICIA lOONEy ANd JOHN E. MORRIS

12.03.12

Monday

www.bloombergbriefs.com

Investors Give acquirers a Boost in 2012

When ConAgra Foods Inc. said on Nov. 27 it would buy Ralcorp Holdings Inc. for $6.7 billion, ConAgras stock climbed 4.7 percent. Similarly, when M&T Bank Corp. agreed to buy Hudson City Bancorp for about $4.3 billion Aug. 27, M&T shares shot up 4.6 percent the day of the announcement. Those are just two examples of a trend that runs counter to accepted wisdom and the history of mergers: Companies making large acquisitions this year were more likely than not to see their shares rise. Historically, theres been an assumption that on a short-term basis that the company had to overpay and stocks usually went down on the buy side, Bob Profusek, chair of the global M&A practice at law firm Jones Day said in a telephone interview last month. Every deal that Ive worked on this year for buyers, the buyers have had a pop in their stock. An analysis of deal and stock price data compiled by Bloomberg bears out the anecdotal perceptions of dealmakers that buyers are being rewarded for their deal announcements this year. Over the past decade, the trend has moved toward a more positive reaction to acquisitions, with the exception of a sharp Average Change in Buyer's Stock on Deal Announcement dip in 2008. That 4 year investors may By year have pushed buyers 2 shares down due to worries about how 0 transactions would fare as the global -2 economy moved into -4 a recession, according to J. Neely, a North America ex Mexico -6 partner at consulting Europe firm Booz & Co. -8 This year a little 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012
Percent
continued on page 2

DEALS. Search engine giant Google acquired BufferBox, a service for delivering e-commerce goods. Page 3. IN PLAY. ADM raised its offer for GrainCorp to A$12.20 per share and said it now holds 19.9 percent of the Australian grainhandler. Singapore Airlines confirmed it is in talks to sell its 49 percent stake in Virgin Atlantic and people familiar with the matter said that Delta Air Lines is discussing buying shares. Bahrains Batelco agreed to buy Cable & Wirelesss Monaco and Islands unit for $680 million. Japans Accordia Golf has approached Goldman Sachs and others for help countering PGMs hostile takeover bid, three people with knowledge said. Page 3. MARKET CALLS. Analysts welcomed Singapore Airlines decision to seek a buyer for its Virgin stake. Page 3. M&A CHARTBOOK. A deeper look at the data underlying our page 1 story about companies getting a share price lift from acquisitions. Page 4. REAL M&A. For Carl Icahns pursuit of Greenbrier, the second time could be the charm after the railcar maker fell to its lowest valuation in six years. Page 5. DEAL ARBITRAGE. Page 6.

Source: Bloomberg

See story for methodology

YTD

Todays deals
TarGeT

(includes announced and amended deals to 6:30 a.m. New York time)
TIcker 0625826D MK 2670549Z MK NOTE SS 6934293Z MK secTor Consumer, Non-cyclical Industrial Communications Industrial acquIrer Bahrain Telecommunications Co BSC Perisai Petroleum Teknologi Bhd EOC Ltd. Carl Bennet AB Adelaide Brighton Ltd. Goodrich Resources Ltd. Samara Capital Partners HB Technology Co Ltd. Morich International Investments Ltd. Vertu Motors Plc TIcker BATELCO BI PPT MK EOC NO 1725Z SS ABC AU GRX AU 2315533Z MP 078150 KS 0625863D HK VTU LN Value ($M) 680 89 53 46 30 18 16 12 6 6 eV/lTM eBITda 3.8 -

Island Business Emas Victoria L Bhd SJR Marine Note AB Aalborg Portland Malaysia Sdn Bhd Ellendale Diamond Mine India Financial Data & News Terminal TFT-LCD Business unit of Cheil Industries Inc. Goodness Come Investments Ltd. trade and asseets for Honda Operations

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acquisitions win better grades

continued from previous page

more than 50 percent of the time buyers stocks climbed one day after they announced takeovers, the data show. Where there were upward movements, they were large enough that the average increase was 1.7 percent for deals worth more than $500 million, according to the data. That level has been reached in only two prior years: 2005 and 2010. When you announce good strategic deals these days both stock prices go up, not just the targets stock price, and that may persuade more companies to pursue transactions, Bank of America Corp.s head of M&A Steven Baronoff said at the Bloomberg dealmakers Summit in New york on Oct. 25. Explanations vary for investors more benign view of acquisitions. Companies are using cash to do deals or they are borrowing money at historically low interest costs and that means deals have a better chance of boosting buyers earnings per share, Profusek said. Investors may believe that targets are undervalued in the current slow dealmaking environment, according to Murillo Campello, a professor at Cornell Universitys Johnson Graduate School of Management. With the special circumstances today, there are indeed good targets, undervalued targets out there, he said. One possible explanation is that companies that announced deals this year, when M&A levels were low, may have gained a first-mover advantage by picking up the best targets, according to Mike Stegemoller, a professor at Baylor Universitys Hankamer School of Business. Another factor may be that companies are making acquisitions close to their

existing businesses to grow sales or cut costs rather than pursuing more complex objectives through deals, according to Sachin Shah, a special situations and merger arbitrage strategist with Tullett Prebon Plc. Goals like cost-cutting tend to produce short-term stock gains, he said. Theres a reason why you see more buyers go up on announcement, because the value creation thesis is quite strong, said Neely, who advises consumer products companies on mergers. ConAgra, for example, will be able to add new brands and reduce Ralcorps costs, he said. Historically all-cash deals have been received more favorably, and they have been on the rise, making up about 70 percent of the 2012 data set. At the same time, the reaction to mergers paid for partly with stock has improved and they are now on average producing a gain in the buyers share price. The stock price changes are the mean percentage difference between the acquirers stock price three days before the deals announcement and the share price one day later. The time span was chosen to account for announcements late on Friday and those made in time zones other than that of the buyers primary stock listing. North American deals exclude Mexico. Geographic classification is based on the acquirers primary stock listing. Only deals worth at least $500 million were sampled. The 2012 figures are based on announcements through Nov. 14.
Alicia Looney is a private equity analyst with Bloombergs MA database team

Bloomberg Brief Mergers Newsletter Ted Merz Executive Editor tmerz@bloomberg.net 212-617-2309 Bloomberg News Katherine Snyder Managing Editor ksnyder@bloomberg.net 212-617-5212 Mergers Editors John E. Morris jmorris89@bloomberg.net 212-617-0628 John Manley jmanley5@bloomberg.net +44-(0) 20-3525-8762 Scott Johnson sjohnson166@bloomberg.net +852-2977-4678 Rob Williams rwilliams80@bloomberg.net 212-617-8844 Reporter Will Robinson wrobinson11@bloomberg.net 212-617-5327 Contributing Carol Chuang Data Editors cchuang2@bloomberg.net 212-617-3642 Uvarshanie Nandram unandram1@bloomberg.net 212-617-7743 Newsletter Nick Ferris Business Manager nferris2@bloomberg.net 212-617-6975 Advertising bbrief@bloomberg.net 212-617-6975 Reprints & Lori Husted Permissions lori.husted@theygsgroup.com 717-505-9701 To subscribe via the Bloomberg terminal type BRIEF <GO> or on the web at www.bloombergbriefs.com 2012 Bloomberg LP All rights reserved. . This newsletter and its contents may not be forwarded or redistributed without the prior consent of Bloomberg. Please contact our reprints and permissions group listed above for more information.

For a closer look at data on buyers share price movements, see M&A Chartbook, Page 4.

yesTerdays deals
TarGeT Metro AG's Real grocery stores Apple Reit Six Inc. Daiichi Chuo KK Anthony International Inc. Hubei Fuxing Huiyu Jianghan Property Co. Alta at K Station J Brand Holdings LLC Swakop Uranium Digital Risk LLC Nakayama Amorphous KK

(includes deals announced from Nov. 30 to Dec. 2)

TIcker secTor Financial Industrial Industrial Financial Consumer, Cyclical Consumer, Non-cyclical Basic Materials acquIrer Groupe Auchan SA Blackstone Group LP Mitsui OSK Lines Ltd. Dover Corp. Hubei Fuxing Science & Technique Co Ltd. Morguard Corp. Fast Retailing Co Ltd. Epangelo Mining Co Pty Ltd. Mphasis Ltd. Innovation Network Corp of Japan TIcker 211642Z FP BX US 9104 JP DOV US 000926 CH MRC CN 9983 JP 0625609D Nw MPHL IN INCJZ JP Value ($M) 1,431 1,259 1,101 603 316 300 290 214 175 97 eV/lTM eBITda -

572776Z US 9132 JP 623358Z US 0625815D CH 3530341Z US 0381746D US 0625619D JP

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THe WIre
Singapore Air May Sell Virgin Stake; Delta Said Interested
Singapore Airlines Ltd. said it is in talks about selling its 49 percent stake in Virgin Atlantic and people familiar with the matter said that Delta Air Lines Inc. is discussing buying shares. The U.K. carrier, founded by billionaire Richard Branson, has failed to break International Consolidated Airlines Group SA unit British Airways dominance at londons Heathrow, undermining Singapore Airs strategy of using the partnership to offer trans-Atlantic routes. Since taking office in 2011, Singapore Air Chief Executive Officer Goh Choon Phong has also reoriented the carrier more toward Asia routes by ordering smaller planes to compete with low-cost airlines. Singapore Air, which has written off much of its Virgin stake, is holding negotiations with interested parties, it said in a statement today. delta is discussing buying part or all of the shareholding, said the people who asked not to be identified. deltas partner Air-France KLM might also invest, they said.
David Fickling, Matthew Campbell and Mary Jane Credeur

MarkeT calls

Analysts welcomed Singapore Airlines Ltd.s decision to seek a buyer for its 49 percent stake in Virgin Atlantic. Theyve had this stake for 13 years and its just been a drain, said Peter Harbison, executive chairman of CAPA Centre for Aviation. Its one of the bigger mistakes that theyve made. Whats most valuable about Virgin Atlantic is the slots its got at Heathrow, said Paul Yong, director of research at Singapore-based DBS Vickers Securities. Any airline thats got significant operations into Europe would be interested. Deutsche Lufthansa AG, other U.S. airlines, and Gulf carriers such as Etihad Airways PJSC and Emirates could look at Virgin, especially if Virgin chief Richard Branson offers some of his stake, yong said. Singapore Airlines is a lame duck minority shareholder in Virgin, said Timothy Ross, a Credit Suisse Group AG analyst. The relationship has contributed little in terms of cash flow or synergies. The airline also doesnt need the extra access at Heathrow because it flies Airbus SAS A380 superjumbos to the airport, said Arnaud Bouchet, an analyst for BNP Paribas SA.

David Fickling, Matthew Campbell and Mary Jane Credeur

Nokia Siemens Sells Optical Network Unit to Marlin Equity

Nokia Siemens Networks, the phoneequipment venture of Nokia Oyj and Siemens AG, agreed to sell its optical networks business to Marlin Equity Partners as part of its plan to reduce costs and focus on mobile broadband. As many as 1,900 employees, mainly in Germany, Portugal and China, will transfer to a new company, Nokia Siemens said today in an e-mailed statement, without giving a sale price. The deal may be worth 200 million euros ($261 million), depending on the value of patents included, said Robert Jakobsen, a Jyske Bank A/S analyst in Silkeborg, denmark. The deal with los Angeles-based Marlin will probably close in the first quarter of 2013, Nokia Siemens said. The new business will be based in Munich.
Adam Ewing

cels at grocery and convenience stores at any time in the Toronto area, according to its website.
Brian Womack

Batelco to Buy Cable & Wireless Monaco Unit for $680 Mln
Bahrain Telecommunications Co., the state-controlled company known as Batelco, agreed to buy Cable & Wireless Communications Plcs Monaco and Islands unit for $680 million. Batelco will acquire CWCs businesses in Maldives, Channel Islands and Isle of Man, Seychelles, South Atlantic and diego Garcia as well as 25 percent of Cie Monagesque de Communications SAM, the company said in a statement. Compagnie Monagesque de Communications holds CWCs 55 percent stake in Monaco Telecom. Batelco and CWC also entered into put and call arrangements to buy CWCs remaining 75 percent stake in Compagnie Monagesque de Communications, allowing Batelco to acquire a controlling interest in Monaco Telecom for $345 million. The company has appointed Citigroup Inc. and BNP Paribas SA to arrange the financing.
Shaji Mathew

Accordia Golf Said to Approach Goldman to Counter PGM Bid

Accordia Golf Co., a Japanese golf course operator, approached companies including Goldman Sachs Group Inc. as potential investors to counter a hostile takeover bid, three people with knowledge of the matter said. Accordia contacted Goldman Sachs, Orix Corp. and private-equity firms to attract a higher bid than the 81,000 yen ($980) a share offer by PGM Holdings K.K., said the people. The golf operator plans to raise its fullyear dividend to 5,500 yen from 1,600 yen, it said in a statement. We disagree with the takeover bid, Accordia said. Our profitability exceeds PGMs by far, and the bid price is insufficient compared with our corporate value. Daiwa Securities Group Inc. was hired by Accordia to give advice on how to counter PGMs offer. PGM has hired Barclays Plcs Japanese brokerage unit as a financial adviser. Accordia owns 132 golf courses, and PGM has 124.
Takahiko Hyuga

Google Acquires Shipping Service BufferBox

Google Inc., owner of the worlds most popular search engine, has acquired BufferBox Inc., a service for delivering e-commerce goods to physical kiosks. Terms of the deal werent disclosed. BufferBox, founded in Waterloo, Ontario, enables online shoppers to pick up par-

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M&a cHarTBook

Compiled by John e. morris

Buyers stocks Got a lift From deal announcements in 2012

Slightly more than half of U.S., Canadian and European-listed companies that announced acquisitions larger than $500 million this year saw an immediate gain in their share prices. Historically, acquirers shares have tended to fall following the announcement of a deal (see Investors Give Acquirers a Boost in 2012 on page 1). The median uplift is 1.7 percent this year, measured as the gain from the closing price three days prior to the announcement and the price one day after. That shift in investor response has been particularly marked in North America (see first chart below). In addition, over the past 13 years, acquisitions paid for partly or entirely with stock have met with increasing investor approval (see chart at lower left).

Average Change in Buyer's Stock on Deal Announcement

By quarter

Biggest Stock Gains After a Deal Announcement

TarGeT Homeward Residential SuperMedia Space Systems/Loral PlainsCapital Crown Imports Apex Systems Tudou Holdings Ltd warnaco Group Catalyst Health Solutions Georgia Gulf Source: Bloomberg acquIrer Ocwen Financial Dex One MacDonald Dettwiler & Associates Hilltop Holdings Constellation Brands On Assignment Youku Tudou PVH Catamaran westlake Chemical % cHanGe In Buyers sTock 26.0 24.2 23.3 23.3 23.0 21.6 20.3 20.3 19.0 18.3 deal Value ($M) 750 1,474 875 523 1,850 600 925 2,855 4,167 1,853 TarGeT eV as % oF Buyer eV 62.9 12.3 32.2 62.9 25.1

4 2

Percent

0 -2 -4
-6

-8 -10 -12

North America ex Mexico Europe

Source: Bloomberg

While quarterly averages show a less consistent pattern than the annual figures in the chart on page 1, the overall movement has been upward.

Even some acquisitions that were large in proportion to the buyer were well received. (Chinese video web sites Tudou Holdings and youku Tudou are classified as American because their shares are listed in the U.S.)

All-Stock Deals Are Getting a Better Reception

4 2
70

The Portion of All-Cash Deals Has Been Rising

60

Change in buyer's share price on announcement

50

Percent

-2 -4 -6 -8
All-cash deals All or part-stock deals North America ex Mexico and Europe, deals over $500m

Percent

40 30 20
10

% of all sampled deals with all-cash consideration

2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 Source: Bloomberg

Source: Bloomberg

Paying with stock no longer has the stigma it once had in investors eyes. The average change in a buyers share price after it announces a stockfor-stock, or stock-and-cash deal has moved into positive territory.

With corporate balance sheets swollen with cash and interest rates at historic lows, all-cash deals have accounted for a higher proportion of all deals.

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real M&a
Icahn sees second-Time charm as Greenbrier Value Falls
By TARA lACHAPEllE ANd BROOKE SUTHERlANd

Greenbrier Ebitda Forecast to Grow 30% in Two Years

EV/Trailing 12 -Month Ebitda
Greenbrier Cos.

For Carl Icahns pursuit of Greenbrier Cos., the second time could be the charm after the railcar maker fell to its lowest valuation in six years. Icahn disclosed a 9.99 percent stake in Greenbrier last month and sought to discuss options with management four years after dropping an attempt to link up the company with American Railcar Industries Inc. The activist investor resurfaced after a more than 40 percent drop in the shares left Greenbrier at its cheapest price relative to earnings since 2006, according to data compiled by Bloomberg. The undervalued stock is luring Icahn back to Greenbrier at the same time that railcar demand picks up from customers such as energy companies, according to Stephens Inc. A combination of Greenbrier and American Railcar, in which Icahn has a controlling stake, would overtake Trinity Industries Inc. as the industry leader with more than a third of the market and allow the merged company to cut overhead expenses, said Susquehanna International Group LLP. Icahn does have a better case now than in 2008, given the stock drop, said Patrick Nolan, an analyst at Penn Capital Management Co. A merger would be good for the industry on a pricing level, and then it would also be good for the two companies because you put a better management team with American Rail at the helm of Greenbrier and run it more efficiently. Greenbrier, with a market capitalization of $519 million and sales of $1.8 billion in the fiscal year ended in August, makes railcars and equipment as well as freight barges. The company also provides leasing and other services, such as repairs and maintenance. On Nov. 13, Icahn disclosed in a regulatory filing that he took a 9.99 percent stake in Greenbrier, saying the shares are undervalued, and that he sought discussions with management possibly relating to strategic opportunities. Greenbrier said Icahn contacted Chief Executive Officer Bill Furman about the investment, without suggesting any specific proposals or timetable for future talks. The company said it remains committed to enhancing

$250

Greenbrier Cos.
Ebitda (lhs) EV/Ebitda (rhs) $194 $152 $166

12x

millions

American Railcar Industries Inc.

FreightCar America Inc.

$200 $150
$100
$97 $70

10x 8x
6x

Trinity Industries Inc. Wabtec Corp.

4x
2x

$50 $0

0x Source: Bloomberg

5x

10x

15x

FY10

FY11

FY12

FY13E

FY14E

0x

shareholder value and to maintaining an open dialogue with its shareholders. The billionaire investor took a similar stake in Greenbrier in February 2008, suggesting then that the company and American Railcar, in which he held a majority stake, hold merger talks. The discussions broke off in June that year due to certain unresolved issues, Icahn said at the time, and he later cut his stake in the company. Icahn built up his latest position in Greenbrier as the stock slumped after the company reported fourth-quarter earnings that missed its own expectations and new railcar deliveries were forecast to fall in fiscal 2013. On Nov. 5, Greenbrier shares fell to $13.40, giving the company an enterprise value that was 5.39 times Ebitda in the previous 12 months. That was the cheapest since August 2006, according to data compiled by Bloomberg. Even after surging on news of Icahns investment, the shares ended last week at $19.11, still 21 percent lower than at the start of the year. Greenbriers undervalued shares have reignited an opportunity for Icahn to pursue a merger of Greenbrier and American Railcar, said Brad Delco, a Stephens analyst. While the railcar makers couldnt expand output fast enough in the past year to keep up with demand to haul sand used by oil and gas producers to extract fuel from shale rock, the manufacturers are still in the beginning stages of a

recovery, he said. A tie-up would also help diversify the companies, which dont have a lot of overlap, delco said. American Railcar, with a market value of $656 million, focuses on tank cars, which transport everything from vegetable oil to crude and chemicals, and hoppers for handling bulk items such as sand and grain. Greenbrier makes intermodal railcars, which move containers often carrying consumer goods that can travel by a combination of train, truck and ship. It also builds partition cars for hauling lumber as well as tank cars. Together, Greenbrier and American Railcar would have a 36 percent share of the railcar market, vaulting past the current leader, Trinity Industries at 31 percent, said Bascome Majors, an analyst for Susquehanna. The business could also cut overhead costs by letting go of some of the management team, Majors said. The challenge to a deal would be obtaining regulatory clearance because competitive concerns could cause regulators to scrutinize the combination, Majors said. Still, railroad rivals have combined in the past without running into regulatory roadblocks. Trinity Industries acquired closely held Thrall Car Manufacturing Co. in 2001, according to data compiled by Bloomberg. Combining Greenbrier with American Railcar may be the next logical step for an industry thats already consolidating, said Nolan of Penn Capital.

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deal arBITraGe
TarGeT American Realty Capital Trust Inc AMERIGROUP Corp Astral Media Inc Best Buy Co Inc Celtic Exploration Ltd Cooper Industries PLC Coventry Health Care Inc GenOn Energy Inc Hudson City Bancorp Inc Inmet Mining Corp Jefferies Group Inc Medicis Pharmaceutical Corp Nexen Inc Oshkosh Corp Progress Energy Resources Corp Ralcorp Holdings Inc Shaw Group Inc/The Titanium Metals Corp Viterra Inc warnaco Group Inc/The acquIrer Realty Income Corp wellPoint Inc BCE Inc Richard Schulze Exxon Mobil Corp Eaton Corp Aetna Inc NRG Energy Inc M&T Bank Corp First Quantum Minerals Ltd Leucadia National Corp Valeant Pharmaceuticals Intl. CNOOC Ltd Icahn Associates Petronas ConAgra Foods Inc Chicago Bridge & Iron Co NV Precision Castparts Corp Glencore International PLC PVH Corp expecTed deal sIze announced coMpleTIon ($M) daTe daTe 2,804 4,556 3,729 7,594 2,896 12,846 5,591 4,210 3,838 4,103 2,639 2,440 17,432 3,245 5,590 6,655 3,180 2,867 7,432 2,824 09/06/12 07/09/12 03/16/12 08/06/12 10/17/12 05/21/12 08/20/12 07/23/12 08/27/12 11/28/12 11/12/12 09/03/12 07/23/12 10/11/12 06/28/12 11/27/12 07/30/12 11/09/12 03/20/12 10/31/12 03/31/13 03/31/13 06/01/13 12/03/12 06/30/13 03/31/13 06/30/13 03/31/13 06/30/13 12/31/12 12/03/12 03/31/13 03/31/13 12/19/12 12/10/12 oFFer per sHare 11.69 92.00 50.00 26.00 24.50 79.56 44.08 2.57 8.21 70.00 17.94 44.00 27.50 32.50 22.00 90.00 46.23 16.50 16.25 72.63 announced preMIuM In % 2.76 47.43 37.22 39.92 32.87 22.88 27.87 22.31 12.27 28.83 24.76 35.55 65.09 16.32 96.52 25.95 73.39 36.74 33.41 33.56 lasT TarGeT prIce 11.65 91.80 45.75 13.11 26.13 79.27 43.68 2.55 8.06 67.75 16.96 43.25 24.55 29.35 20.18 89.14 44.93 16.62 15.55 71.89 currenT lasT preMIuM spread spread % MoVe 0.36 0.22 9.29 98.32 -6.24 0.37 0.91 0.62 1.89 3.32 5.79 1.73 12.03 10.73 9.02 0.96 2.90 -0.72 4.50 1.03 0.04 0.20 4.25 12.89 -1.63 0.29 0.40 0.02 0.15 2.25 0.98 0.75 2.95 3.15 1.82 0.86 1.30 -0.12 0.70 0.74 0.25 0.03 -0.12 -0.16 -0.13 0.21 -0.13 -0.01 -0.07 -2.25 -0.04 -0.01 -1.12 0.72 -0.65 -0.20 0.09 -0.08 -0.03 0.07

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