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Electronic Arts Goes Hostile on Take-Two
Mergers & Acquisitions | 2008/03/13 14:22
Video game maker Electronic Arts Inc. said Thursday that it has launched a hostile $2 billion tender offer for rival Take-Two Interactive Software Inc., the publisher of "Grand Theft Auto" and other video games.

The move takes the offer directly to Take-Two's shareholders after Take-Two rejected the offer late last month.

At the time, Take Two had said it was open to talks with Electronic Arts but wanted to wait until April 30, the day after the latest version of Grand Theft Auto hits store shelves.

The $26 per share cash tender offer from an Electronic Arts' subsidiary represents a 4 percent premium to Take-Two's closing stock price of $24.91 on Wednesday and a 64 percent premium to the company's Feb. 15 closing stock price, which was the last trading day prior to Electronic Arts' revised offer.

The tender offer, which is not contingent on financing, is set to expire at midnight on April 11, unless extended. Take-Two's annual shareholders' meeting is expected to take place on April 10.

Take-Two shares rose 53 cents, or 2.1 percent, to $25.44 in midday traduing, while Electronic Arts shares dropped 69 cents, or 1.5 percent, to $46.54.



Google seals acquisition of DoubleClick
Mergers & Acquisitions | 2008/03/11 09:44

Google said Tuesday it had completed its acquisition of Internet ad firm DoubleClick, a move that gives a boost to the Internet search leader in the rapidly growing online advertising sector.

"We are thrilled that our acquisition of DoubleClick has closed," said Google chairman and chief executive Eric Schmidt in a statement hours after European antitrust regulators cleared the deal.

"Google now has the leading display ad platform, which will enable us to rapidly bring to market advances in technology and infrastructure that will dramatically improve the effectiveness, measurability and performance of digital media for publishers, advertisers and agencies, while improving the relevance of advertising for users."

Earlier Tuesday, the European Commission said an investigation opened in November 2007 concluded that the transaction "would be unlikely to have harmful effects on consumers." That followed approval by US regulators last year.

Google ended a bidding war with Microsoft in April 2007 by agreeing to pay 3.1 billion dollars (2.0 billion euros) to add DoubleClick to its Internet money-making arsenal.

The deal had fueled concerns that it could pose privacy risks by giving the Internet giant unprecedented access to personal data.

But regulators on both sides of the Atlantic said they did not take into account the impact on privacy because they are legally required to focus on competition.



National, local law firms to merge
Mergers & Acquisitions | 2008/03/06 07:43

One of Charlotte's largest law firms is merging with a national powerhouse this month, creating one of the three biggest law offices in town, the firms said Wednesday.

Helms Mulliss & Wicker, which has more than 145 lawyers in Charlotte, Raleigh and Wilmington, is combining with McGuireWoods, a 750-attorney firm based in Richmond, Va.

McGuireWoods, which is among the 50 biggest law firms in the country, opened its Charlotte office in 1998.

When the merger takes effect March 31, the firm will keep the McGuireWoods name and will have about 160 attorneys in Charlotte, including 120 from Helms Mulliss & Wicker.

"We've been watching the market, and everything going on, and we're just doing what any business would do," Helms Mulliss Chairman Peter J. Covington said Wednesday from a conference room on the 30th floor of the firm's uptown office tower.

The merger is the latest sign of Charlotte's changing legal landscape, with national law firms flocking here for the big banks and businesses. Some attorneys worry the competition, along with clients' increasingly sophisticated legal needs, has put pressure on local firms, sparking talk of mergers.

Helms Mulliss had flirted with the idea of a merger with Charlotte's Kennedy Covington Lobdell & Hickman, but the firms decided to maintain separate practices in 2004.

Helms Mulliss has done well in the changing market, said Covington, who will become McGuireWoods' vice chairman. Its clients include Bank of America, Wachovia, the Charlotte-Mecklenburg Board of Education and The Charlotte Observer.

"We also know our clients are growing, and for our best interest and the interest of our clients," the merger made sense, he said.

The new firm will rank third in size in Charlotte, behind Kennedy Covington and Moore & Van Allen.

Helms Mulliss started talks with McGuireWoods several months ago, drawn to the firm because it shared clients, expertise and Southern roots, Covington said.

Last week, after discussions with clients and lawyers at both firms, the firm's owners and partners voted overwhelmingly to move forward with the merger, he said.

Both firms are expected to hold a final vote in coming weeks.

Richard Cullen, McGuireWoods' chairman, said partners there respect Helms Mulliss and support the merger.

McGuireWoods, which was established in 1834 and now has 15 offices worldwide, has a long history of growth through mergers, it said.

McGuireWoods merged with Blakeney & Alexander to establish a presence in Charlotte and a year later merged with Fennebresque, Clark, Swindell & Hay.

The merger with Helms Mulliss will boost the firm's presence in Charlotte and throughout North Carolina, Cullen said Wednesday.

"We have an aspiration to be a great national law firm," he said. "This is a giant step toward that."

Changing names

Helms Mulliss & Wicker was formed in 1922, when Fred B. Helms, a Wake Forest Law School graduate, opened his law office in Charlotte. Soon, William F. Mulliss, a Harvard Law School graduate, joined him.

Later, the firm became Smith Helms Mulliss & Moore and grew to be one of the biggest in the state.

In 2002, the firm split into two firms, and Helms Mulliss & Wicker was established in Charlotte. The new name reflected the addition of former N.C. Lt. Gov. Dennis Wicker, who joined the firm's Raleigh office in 2001.



Ballmer Says Yahoo Takeover Makes Sense
Mergers & Acquisitions | 2008/03/03 07:18
Microsoft chief executive Steve Ballmer said Monday it was the right time for the company to put out a bid for Yahoo Inc.

"The deal makes sense with the price and structure we announced. We hope it becomes reality," he told reporters at the annual CeBIT technology fair in Hanover. "There is a lot of merit for Microsoft and Yahoo, for Yahoo shareholders and for Microsoft shareholders, for advertisers and for consumers."

Analysts have debated whether Redmond, Washington-based Microsoft Corp.'s proposed $40 billion acquisition of Yahoo is worth it, given its two-year earnings slump.

Yahoo contends it is worth even more money given the reach and breadth of its sprawling Internet franchise.

Ballmer said his company's original offer is good, adding that "there is a range of dialogue" for both companies about the proposed takeover.



Delta, Northwest are close to merger
Mergers & Acquisitions | 2008/02/20 05:30

Delta Air Lines and Northwest Airlines are close to a deal that would create the world's largest carrier and could jump-start what is expected to be the biggest airline consolidation wave in decades.

The long-awaited pact between Delta, the nation's third-largest airline, and No. 5 Northwest could come as early as today, following an agreement by the airlines' pilots unions for a common contract.

The marriage - pending regulatory approval - would create a new and expanded Delta with a fleet of 1,115 planes and 85,000 employees. It would fly more than 130 million passengers annually to more than 1,100 cities. The combination would bring together two airlines that each emerged from bankruptcy only a year ago.

While the deal could mean higher fares for some passengers in some markets, widespread or prolonged increases are less likely, because the two airlines have fewer routes that overlap, analysts said. Also, the combined airline could face increased competition from low-cost carriers looking to move into markets left behind by the combined carrier.

"The impact on fares will be neutral," said Terry Trippler, an aviation consultant who runs TripplerTravel.com, a travel advice Web site. "I can't find too many places where these two airlines combining would create a monopoly."

A deal could still be delayed or even scuttled, particularly if pilots don't come to an agreement on meshing their seniority lists and other issues. Delta and Northwest don't want to repeat the expensive labor issues that have stymied the merger of US Airways and America West.

If a deal is struck, the new airline would retain the Delta name and base its headquarters in Atlanta, where Delta has its largest airport hub. In hope of winning political support in Minneapolis, Northwest's hometown, the combined airline is likely to keep major operations there, including maintaining Minneapolis-St. Paul International Airport as a second hub.

The deal is expected to encounter significant scrutiny from regulators.

Analysts believe the next combination could involve United Airlines, the nation's fourth-largest airline, and No. 6 Continental Airlines.

"The orchestra is playing and the dance is beginning, so you better pick a partner or you'll lose out," Trippler said.

The prospective Delta-Northwest deal marks the latest attempt at a merger in an industry that has seen a number of failed deals in recent years, including last year's hostile bid for Delta by US Airways and an attempt by United and Continental to tie the knot in 2001.

One investor group estimated that the Delta-Northwest merger could result in cost savings of $1.5 billion a year. The airlines together posted more than $31 billion in revenue last year.



Microsoft targets Web with Yahoo or alone
Mergers & Acquisitions | 2008/02/18 22:21
Microsoft Corp plans to invest heavily in Web search to compete against Google Inc, even if it fails to acquire Yahoo Inc, the company's chairman Bill Gates said on Monday.

Gates, who called Microsoft's offer for Yahoo "very fair", said Google is the only company with "critical mass" in Web search. Microsoft needs a bigger piece of the market to create a more competitive and profitable Web search business.

"We can afford to make big investments in the engineering and marketing that needs to get done. We will do that with or without Yahoo," said Gates in an interview with Reuters.

"But we also see that we'd get there faster if the great engineering work that Yahoo has done and the great engineers there were part of the common effort," said Gates, who is Microsoft's biggest shareholder.

The two companies are at a stand-off in Microsoft's $41.7 billion unsolicited bid to acquire Yahoo. Microsoft has offered to buy Yahoo for $31 a share in cash and stock, a bid which Yahoo's board rejected, saying it undervalued the company.

Microsoft countered by saying its offer was "full and fair," but did not say what it planned to do next. Analysts expect Microsoft to sweeten its bid, possibly to $35 a share, to clinch a deal.

"There is nothing new in terms of the process. We've sent our letter and we've reinforced that we consider that it's a very fair offer," said Gates, who remains the public face of Microsoft, even though he plans to switch to a part-time role at the company in June to focus on his philanthropic work.

Microsoft's stock has fallen 13 percent since its offer for Yahoo, reducing Microsoft's offer price to $29. Yahoo shares closed at $29.66 on the Nasdaq on Friday, indicating that investors expect Microsoft to raise its bid.



Microsoft-Yahoo: The Lawyer’s Edition!
Mergers & Acquisitions | 2008/02/11 04:26

There’s nothing the Law Blog enjoys more than a big news story told through the prism of the lawyers. (Is there a better way?) So nothing could’ve pleased us more than today’s curtain-raiser in the Legal Times on the behind-the-scenes wrangling of the antitrust and deal lawyers squaring off in Microsoft’s $44.6 billion bid for Yahoo. The latest, according to the WSJ: Yahoo has formally rejected Microsoft’s bid, saying it “substantially undervalues” Yahoo. But Yahoo is leaving the door open for further negotiations.

The Antitrust Argument, David vs. Goliath or Goliath vs. Goliath?

Charles “Rick” Rule may sound like the name of a WWF wrestler, but he’s actually Cadwalader’s D.C.-based chairman and Microsoft’s go-to antitrust counsel. Rule will likely need all his best moves as he fights a two-front antitrust battle.

First, he might have to convince the American Antitrust Institute, among others, that a Microsoft-Yahoo combination, despite its daunting size, is necessary in order to create a viable competitor to Google. Second, Rule will likley have to square off against Google lawyer-in-chief David Drummond, who’s trying to shoot down Microsoft’s economies-of-scale pitch. Working with Drummond are Cleary Gottlieb’s David Gelfand and Wilson Sonsini’s Susan Creighton, the two D.C.-based lawyers who last year helped Google usher its Doubleclick deal through the FTC.

Is a Poison Pill in the Offing?

Simpson Thacher’s New York-based team of Charles “Casey” Cogut, Kathryn King Sudol and Alan Klein might have helped Microsoft launch a bid for Yahoo that, suggests Legal Times, is just high enough so that shareholders can’t afford to say no. That leaves the Yahoo board –represented by Skadden’s Palo Alto-based Kenton King — with one option if it doesn’t want to sell: make Yahoo as unattractive as possible. That, according to the LT, means either a white knight or a poison pill. The pill, also known as a shareholder rights plan, was reportedly put in place by the Yahoo board in 2001. Under the provision, once another company buys 15% of Yahoo’s shares, other shareholders would be able to purchase stock at half-price, which would make the deal more expensive.



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