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Yahoo Board to Spurn $44B Microsoft Bid
Mergers & Acquisitions | 2008/02/10 14:36
Yahoo Inc.'s board will reject Microsoft Corp.'s $44.6 billion takeover bid after concluding the unsolicited offer undervalues the slumping Internet pioneer, a person familiar with the situation said Saturday.

The decision could provoke a showdown between two of the world's most prominent technology companies with Internet search leader Google Inc. looming in the background. Leery of Microsoft expanding its turf on the Internet, Google already has offered to help Yahoo avert a takeover and urged antitrust regulators to take a hard look at the proposed deal.

If the world's largest software maker wants Yahoo badly enough, Microsoft could try to override Yahoo's board by taking its offer — originally valued at $31 per share — directly to the shareholders. Pursuing that risky route probably will require Microsoft to attempt to oust Yahoo's current 10-member board.

Alternatively, Microsoft could sweeten its bid. Many analysts believe Microsoft is prepared to offer as much as $35 per share for Yahoo, which still boasts one of the Internet's largest audiences and most powerful advertising vehicles despite a prolonged slump that has hammered its stock.

Yahoo's board reached the decision after exploring a wide variety of alternatives during the past week, according to the person who spoke to The Associated Press. The person didn't want to be identified because the reasons for Yahoo's rebuff won't be officially spelled out until Monday morning.

Microsoft and Yahoo declined to comment Saturday on the decision, first reported by The Wall Street Journal on its Web site.

Yahoo's board concluded Microsoft's offer is inadequate even though the company couldn't find any other potential bidders willing to offer a higher price.

Without other suitors on the horizon, Yahoo has had little choice but to turn a cold shoulder toward Microsoft if the board hopes to fulfill its responsibility to fetch the highest price possible for the company, said technology investment banker Ken Marlin.

"You would expect Yahoo's board to reject Microsoft at first," Marlin said. "If they didn't, they would be accused of malfeasance."

But by spurning Microsoft, Yahoo risks further alienating shareholders already upset about management missteps that have led to five consecutive quarters of declining profits.

The downturn caused Yahoo's stock price to plummet by more than 40 percent, erasing about $20 billion in shareholder wealth, in the three months leading up to Microsoft's bid.



Bank of America Buys Countrywide for $4 Billion
Mergers & Acquisitions | 2008/01/11 09:20
Bank of America, the largest U.S. retail bank, said Friday that it will buy stumbling mortgage giant Countrywide Financial (CFC) in a $4 billion stock deal that catapults Bank of America from the No. 5 mortgage lender to No. 1.

Rumors of an acquisition have been growing since August, when Bank of America invested $2 billion for a 16% stake in Countrywide, which was reeling from losses on subprime loans and the evaporation of interest among investors for mortgage-backed bonds.

Angelo Mozilo, 69, founder and CEO of Countrywide - now a symbol of the excesses in the mortgage market that fueled the real estate bubble - is expected to step down when the deal closes this fall.

"I want him to stay until the deal gets done," said Ken Lewis, chairman and CEO of Bank of America. "Then I would guess he would want to go have some fun. I will talk to him next week about his personal desires."

Mozilo, who is under investigation by the Securities and Exchange Commission for his sales of Countrywide stock, was not immediately available for comment. In a statement he said, "We believe this is the right decision for our shareholders, customers and employees."

Countrywide, based in Calabasas, Calif., laid off 20% of its employees last year as the real estate market sank into the worst downturn since World War II.

The company, however, is still the largest mortgage servicing company, with a portfolio of 9 million loans worth $1.5 trillion. Countrywide also has a sales force of 15,000 people, 1,000 field offices and some of the best technology in the industry.

Customers of both companies will see few changes before 2009, when they begin to combine operations. Lewis said Bank of America, based in Charlotte, may start offering credit cards and other products to Countrywide customers, and may put Countrywide loan officers in Bank of America branches.

Under terms of the deal, Countrywide shareholders will exchange each of their shares for 0.1822 shares of Bank of America, worth about $7.20 based on Thursday's closing price and about 7.5% below Countrywide's closing price.

But it's still "a gift" for Countrywide shareholders, says Richard Bove, a senior bank analyst at Punk Ziegel. "They will own stock in one of the nation's best banks."

The buyout comes less than five months after Bank of America invested $2 billion in Countrywide and just weeks after Lewis vowed that making a deal in the mortgage industry would require him "to eat about seven years of my words."

It also puts Lewis, an aggressive dealmaker, in the position of a market savior. By buying Countrywide, he's keeping the industry and regulators from the messy task of figuring out who would take responsibility for collecting payments from the millions of U.S. home loans serviced by the lender.

"There's still plenty of risk involved," says Bart Narter, senior analyst at Celent, a financial research and consulting firm. "He's brave to do it. But I think that it's very likely down the road to be profitable, maybe not immediately, but long-term."

The deal is expected to be neutral to Bank of America earnings per share in 2008 and lift earnings in 2009, excluding buyout and restructuring costs.

Bank of America expects $670 million in after-tax cost savings in the transaction, or 11% of the expense base of the two companies' mortgage operations.

Countrywide shares hit record lows in recent days on persistent rumors that a bankruptcy was imminent, a condition brought on by the widespread spike in mortgage defaults and foreclosures, especially in subprime loans - those made to borrowers with weak credit.

Countrywide shares plunged more than 14%, or $1.08, to $6.66 in morning trading after soaring $2.63, or 51.4%, to close at $7.75 Thursday on reports of a possible deal. Bank of America shares fell 1.2%, or 45 cents, to $38.85.

Lewis' bank has $1.5 trillion in assets and is the nation's largest bank by market capitalization.

"Their balance sheet can take a shock much better than Countrywide," said CreditSights senior analyst David Hendler. "When you take the shocks at Countrywide, they have a big, busting consequence that's negative."

While Lewis downplayed the prospect of a major deal last month, it fits with a pattern of building Bank of America through acquisition. In the past few years, Lewis has expanded the bank's retail operation with multibillion purchases of FleetBoston Financial, bolted on a credit card business by adding MBNA and grabbed a wealth-management business in U.S. Trust Co.

The result of all the dealmaking is a widely diversified financial services company that does business with nearly one out of every two U.S. households.

In the past year, Bank of America has boosted its market share of prime mortgages, those offered to borrowers with a solid credit history, and was the top retail mortgage originator in the U.S. the first nine months of 2007.

"We are aware of the issues within the housing and mortgage industries," Lewis said. "The transaction reflects those challenges. Mortgages will continue to be an important relationship product, and we now will have an opportunity to better serve our customers and to enhance future profitability."

In Countrywide, Lewis gets the "best, total mortgage-banking company in the U.S. by far," Hendler said. Countrywide's sophisticated back office is a valuable asset that makes Bank of America a much bigger competitor with Wells Fargo, Washington Mutual and others, he said. In 2007, Countrywide had $408 billion in mortgage originations and has a servicing portfolio of about $1.5 trillion with 9 million loans.

"The technology platform, the people who run it, the hedging, the facilities, the mortgage servicing rights, the origination platform, you know, they are all state of the art," Hendler said.

While there are some regulator hurdles to close the deal, they are hardly insurmountable. The buyout would require approval from the Federal Reserve, and possibly other agencies, but analysts believe regulators are more concerned about a Countrywide collapse than industry consolidation.

A Countrywide failure would be a huge blow to government-sponsored mortgage finance companies Fannie Mae and Freddie Mac, which have been major buyers of Countrywide's loans.

Federal law also bars banks from acquisitions that would increase market share above 10% of U.S. deposits, a limit Bank of America is nearing. Experts disagree about whether deposits held by Countrywide's federally regulated savings bank would count toward that limit, and Hendler said Bank of America could also get a waiver from regulators.

Banking industry experts also say Bank of America could easily lower the total amount of money held in deposits by lowering interest rates and shedding deposits.


Freshfields Bruckhaus Advises HP in Acquisition
Mergers & Acquisitions | 2007/11/19 10:21
Leading international law firm Freshfields Bruckhaus Deringer has advised HP on its acquisition of Atos Origin Middle East group, ('AOME'), one of the Middle East's leading systems integrators, to broaden its consulting and integration capacity in the region. The transaction closed on Monday 5 November.

The acquisition is expected to deliver three key strategic assets to HP: enhancement of the company’s SAP capabilities in the Middle East; reinforcement of HP’s expertise in two key market segments – the public sector and oil and gas; and the extension of HP’s geographic presence into Libya and Qatar.

Bruce Embley, the corporate partner in Dubai who led the team said, 'We are delighted to have assisted HP on this important acquisition in the Middle East.'

The Freshfields team included associates Jan Hards, Zoe Blakemore and Fares Al-Hejailan. HP's internal legal team on the deal was led by Sergio Letelier.


Taiwan Acer's distribution unit to merge with Yosun
Mergers & Acquisitions | 2007/03/27 14:58
The distribution unit of Taiwa's Acer group plans to merge with Yosun Industrial Corp. (2403.TW: Quote, Profile, Research), a distributor of electronics components, a Yosun spokesman said on Wednesday. Details of the tie-up will be disclosed at a news conference at around 0830 GMT, the spokesman said. On Wednesday, shares of Yosun surged by their daily limit of 6.93 percent to T$23.15 and those of Acer Inc. (2353.TW: Quote, Profile, Research), the flagship firm of the Acer group, fell 0.47 percent to T$64.10. Taiwan's main TAIEX (.TWII: Quote, Profile, Research) dropped 0.73 percent. (US$1=T$33.0)


Dell Plans Acquisitions to Boost Services Business
Mergers & Acquisitions | 2007/03/21 15:05

Dell Inc., the world's second- biggest personal-computer maker, said it plans to buy companies to boost its services unit, expanding sales outside its main business of selling PCs.

"I expect to see acquisitions there and significant investment to enable us to build capability in the software and services area," Michael Dell, chief executive officer of the Round Rock, Texas-based company, said today at a press conference in Shanghai. He didn't identify countries or target companies.

Dell is also investing in emerging markets as it lost the top spot in global PC sales to Hewlett-Packard Co. last year and earnings growth slowed, prompting founder Michael Dell to return as chief executive officer in January. The company began selling a cheaper PC in China today, expanding in a market where more than 90 percent of 1.3 billion people don't own computers.

"Faster sales growth in China could really give Dell a boost because of how big the market is and how much potential it has," William Bao Bean, an analyst with Deutsche Securities Co. in Hong Kong, said before the briefing. "Smaller cities and towns are really where the growth is in China because incomes are rising and people are shopping for their first computers.''

He has a "buy" rating on Lenovo Group Ltd., Dell's biggest rival in China.

Dell said the services unit, whose operations include setting up computer networks and providing customer support, has annual sales of about $6 billion. That's about 11 percent of its $55.9 billion revenue in the fiscal year ended Feb. 3.



Oracle's Acquisitions Boost Profits
Mergers & Acquisitions | 2007/03/20 15:07

Oracle shares surged ahead in after-hours trading on Tuesday after the software company reported a 35% jump in third-quarter profits, boosted by its new portfolio of acquisitions and licensing deals.

Oracle (nasdaq: ORCL - news - people ) said strong sales of its applications, which helps businesses maximize efficiency and manage finances, raised earnings for the period that ended Feb.28, to $1.03 billion, or 20 cents per share, from $765 million, or 14 cents per share, for the corresponding period a year ago. On the continuing operations basis, Oracle reported 25 cents per share, solidly beating the Street consensus of 23 cents a share and the company’s December guidance.

The software maker’s shares were up 2.74%, 48 cents, to $18.03 during after-market trading on Tuesday.

After a lackluster second quarter, Oracle managed to secure a slew of new licensing contracts as consumers warmed up to the company’s acquisition strategy.

“There was a lot of consumers on the fence,” said Trip Chowdry, a software analyst for Global Equities Research, in an interview. “They wondered, 'Is Oracle putting enough muscle behind their acquisitions?' Clearly, Oracle has done a strong outreach program to alleviate consumer concerns.”

In a controversial shift in strategy, founder and chief executive officer, Larry Ellison started to gobble up boutique software outfits a few years ago. In three years, Oracle has acquired some 30 companies and put over $23 billion on the line. While it is the reigning database software maker, it is eager to grab market share from SAP (nyse: SAP - news - people ), the top business applications provider.



STAG Hires Norberg as VP of Acquisitions
Mergers & Acquisitions | 2007/03/20 15:00

STAG Capital Partners hired Ted Norberg as its vice president of acquisitions. Based in the Boston office, Norberg will be in charge of managing STAG's acquisition activity for the New England and Mid-Atlantic regions comprising of: New York, Pennsylvania, New Jersey, Maryland, Delaware, Virginia, West Virginia and New England.

Prior to joining STAG Capital Partners, Norberg was a New England area vice president of acquisitions responsible for sourcing, negotiating, and closing assets acquisitions for a 1031 exchange Tenant in Common platform and a value-add opportunity fund with NPV/Direct Invest. Norberg also worked at General Investment and Development, where he performed asset acquisitions for its office and multifamily funds.

Norberg holds a bachelor's from Boston College and achieved his CPA working for three years with Ernst & Young's Mergers and Acquisitions Advisory Group in New York.



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