Wallgreens Boots Alliance agree Rite Aid merger

BY Richard Summerfield

The pharmaceutical sector has seen considerable mergers & acquisitions activity in 2015, with more than $520bn worth of deals completed this year, according to Dealogic. As 2016 creeps into view, that activity shows no signs of slowing. This week, global pharmacy powerhouse Walgreens Boots Alliance announced it had agreed a deal to acquire its US rival Rite Aid in a $17.2bn all cash deal.

Though the deal has been approved by the boards of both companies, the transaction is still subject to the endorsement of the shareholders of Wallgreens and Rite Aid, as well as other customary closing conditions, including winning the approval of the US Federal Trade Commission.

The deal, expected to close in the second half of 2016, will create one of the largest pharmaceutical companies in the world, combining of the US’ second and third largest pharmacy chains and creating a company with more than 12,800 locations across the country. Once the deal has been completed, Rite Aid will be a fully owned subsidiary of Wallgreens, and continue to operate under its own name going forward.

Wallgreens offered $9 per share in cash for a total enterprise value of approximately $17.2bn, including the assumption of existing net debt. The purchase price represents a premium of 48 percent to the closing price per share on 26 October 2015, the day before the agreement was signed.

“Today’s announcement is another step in Walgreens Boots Alliance’s global development and continues our profitable growth strategy. In both mature and newer markets across the world, our approach is to advance and broaden the delivery of retail health, wellbeing and beauty products and services,” said Walgreens Boots Alliance executive vice chairman and chief executive, Stefano Pessina.

“This combination will further strengthen our commitment to making quality healthcare accessible to more customers and patients. Our complementary retail pharmacy footprints in the US will create an even better network, with more health and wellness solutions available in stores and online," he added.

Walgreens will finance the transaction through a combination of existing cash, assumption of existing Rite Aid debt and issuance of new debt. Furthermore, the company expects to realise synergies in excess of $1bn as a result of its acquisition of Rite Aid.

“Joining together with Walgreens Boots Alliance will enhance our ability to meet the health and wellness needs of Rite Aid’s customers while also delivering significant value to our shareholders,” said Rite Aid chairman and chief executive, John Standley.

He continued: “This transaction is a testament to the hard work of all our associates to deliver a higher level of care to the patients and communities we serve. Together with Walgreens Boots Alliance, the Rite Aid team can continue to build upon this great work through access to increased capital that will enhance our store base and expand opportunities as part of the first global pharmacy-led, health and wellbeing enterprise.”

News: Walgreens says will buy smaller drugstore rival Rite-Aid

The champagne is on ICE

BY Richard Summerfield

US exchange operator International Exchange Inc (ICE) is to acquire Interactive Data Corp (IDC) for around $5.2bn.

According to ICE, the agreed price will include $3.65bn in cash and $1.55bn in ICE stock. The deal is expected to close by the end of 2015, subject to the approval of the shareholders of both companies. The deal is ICE’s biggest acquisition since the company’s takeover of the New York Stock Exchange. The company is believed to have beaten competition from rival exchange operator Nasdaq and financial data publisher Markit in order to agree a deal for IDC.

ICE believes that the deal will generate cost synergies of $150m, which will be largely realised within three years. "This transaction furthers our expansion into meeting the financial information needs of our market participants globally. With our diverse markets across virtually all asset classes, IDC will enable us to address more growth opportunities by leveraging the distribution and reach of our complementary global platforms for trading, clearing and data on a combined basis," said ICE chairman and chief executive Jeffrey C. Sprecher, in a joint statement announcing the deal. "With IDC as the cornerstone in the next phase of extending our services, we will build on our track record of solid execution on integration and innovation by focusing on the needs of our customers in the evolving data services marketplace."

Interactive Data, based in Bedford, Massachusetts, provides financial data to banks, hedge funds, mutual funds and other users. "Today’s announcement marks the next step in an exciting journey for IDC," said Stephen Daffron, chief executive of IDC. "With ICE, we have the long-term capital, strategic support and collective set of relationships to further grow our company and evolve our platform in the rapidly-changing capital markets landscape. We have enjoyed our partnership with Silver Lake and Warburg Pincus and thank them for their contributions to our success, as well as for their leadership in several strategic and technological initiatives that strengthened the company’s growth outlook."

The sale to ICE will see IDC’s owners, private equity firms Silver Lake and Warburg Pincus, exit their $3.4bn investment in the company after more than five years. They had previously pursued an alternative exit - until very recently intending to take IDC public. “It has been our privilege to partner with IDC," said Mike Bingle, managing partner of Silver Lake and Jim Neary, managing director and a member of the executive management group of Warburg Pincus. "Since our investment in 2010, the company has laid the foundation for long-term growth, by launching a state-of-the-art technology platform, developing innovative new products such as its cutting-edge real-time pricing solution and maintaining an unwavering focus on value for its clients. IDC is thrilled about its future with ICE, and its continued leadership in financial data services."

News: ICE to buy market data firm Interactive Data in $5.2 billion deal

Biggest tech acquisition in history: Dell to buy EMC for $67bn

BY Fraser Tennant

In the biggest deal ever seen in tech history, Dell Inc. has announced that it is to acquire EMC Corporation in a transaction valued at approximately $67bn.

The combination of Dell and EMC will create a technology giant with leadership positions in servers, storage, virtualisation and PCs, as well as bringing together strong capabilities in the fastest growing areas of the $2 trillion information technology market.

Additionally, the transaction is expected to unite Dell’s expertise with small business and mid-market customers with the strength EMC demonstrates in dealing with large enterprises.

“Our new company will be exceptionally well-positioned for growth in the most strategic areas of next generation IT including digital transformation, software-defined data centre, converged infrastructure, hybrid cloud, mobile and security,” said Michael S. Dell, founder, chairman and chief executive officer of Dell. “Our investments in R&D and innovation along with our privately-controlled structure will give us unmatched scale, strength and flexibility, deepening our relationships with customers of all sizes. I am incredibly excited to partner with EMC and am personally committed to the success of our new company, our customers and partners.”

Under the terms of the definitive agreement, which has been approved by the EMC board of directors, Mr Dell and related stockholders will own approximately 70 percent of the combined company’s common equity, excluding the tracking stock, similar to their pre-transaction ownership.

“I’m tremendously proud of everything we’ve built at EMC – from humble beginnings as a Boston-based start-up to a global, world-class technology company with an unyielding dedication to our customers,” said Joe Tucci, chairman and chief executive officer of EMC. “But the waves of change we now see in our industry are unprecedented and, to navigate this change, we must create a new company for a new era. I truly believe that the combination of EMC and Dell will prove to be a winning combination for our customers, employees, partners and shareholders.”

Following the completion of the acquisition, Mr Dell will lead the combined entity as chairman and chief executive officer. Mr Tucci will continue as chairman and chief executive officer of EMC until the ultimate closure of the transaction.

The transaction is subject to customary conditions, including receipt of required regulatory and EMC stockholder approvals, and is expected to close in the second or third quarter of Dell’s fiscal year ending 3 February 2017.

News: Dell agrees $67bn EMC takeover

Japan Tobacco to acquire RAI’s Natural American Spirit in $5bn deal

BY Fraser Tennant

In a $5bn deal designed to further expand its brand portfolio, leading international tobacco company Japan Tobacco Inc. (JT Group) has entered into negotiations with the Reynolds American Inc. group of companies (RAI) to acquire the international rights to the Natural American Spirit brand name and associated trademarks.

An all cash transaction, the acquisition of the Natural American Spirit brand name is the latest big success for the JT Group in a highly competitive market following strong growth momentum in the US, Japan, Germany, Switzerland, Italy, Spain and the UK.

A leading international tobacco company, Japan Tobacco products - including internationally recognised brands such as Winston, Camel, Mevius and LD - are sold in over 120 countries. The JT Group’s revenue was ¥2.154 trillion (US$17,867m) in the fiscal year ended December 2014.

“Natural American Spirit, which has a strong and international presence in a premium priced category, will allow the JT Group to further extend its brand portfolio," said Mitsuomi Koizumi, president and chief executive of JT Group. “This strong and unique brand equity combined with an energetic and experienced team of people will further strengthen our Group’s business foundation.”

What the JT Group’s purchase does not include is the rights to the Natural American Spirit brand name and associated trademarks in the US market, US duty-free locations, US territories or in US military outlets – all of which is to be retained by Santa Fe Natural Tobacco Company, Inc., a wholly owned subsidiary of RAI.

“Natural American Spirit has achieved excellent international growth over the past several years,” said Susan M. Cameron, RAI’s president and CEO. “When backed by the strength of the JT Group’s international distribution, sales force and manufacturing capabilities, we believe that growth trajectory will not only continue, but accelerate. We believe this sale once again demonstrates our commitment to creating value for our shareholders.”

Upon closing of the transaction, which requires the approval of regulatory authorities in a number of countries, all current international employees will become employees of the JT Group of companies.

The Japan Tobacco/RAI transaction is expected to be completed by early 2016.

News: Japan Tobacco to buy Reynolds American brand for $5 billion; shares dive

CKI to buy Power Assets in $11.6bn deal

BY Richard Summerfield

Cheung Kong Infrastructure Holdings Ltd has announced plans to merge with its power utility affiliate Power Assets Holdings Ltd in an all shares deal worth $11.6bn, creating in the process an infrastructure giant.

The deal will see the infrastructure division of Hong Kong businessman Li Ka-shing, which already owns 38.9 percent of Power Assets; acquire the remaining outstanding share in the company. Following completion of the deal, all shareholders of the newly merged company will receive a special dividend of around $0.65.

In completing the deal, CKI will gain access to Power Assets' considerable cash pile, which CKI will utilise both to shore up its balance sheet and to pursue further expansion. At the end of June, Power Assets had around $7.47bn of net cash available, far outstripping the net cash available to CKI. We will continue to carry out deals in the future and then reinvest money into the company," CKI Chairman Victor Li said at a news conference announcing the deal. "As an infrastructure company, the larger we get, the larger deals we can do."

Once the deal has been completed, the newly merged company will control a number of businesses across a variety of sectors, including energy infrastructure, transportation infrastructure, water infrastructure, waste management and other infrastructure related businesses.

CKI has undergone a period of significant renewal in 2015. In January it restructured itself, creating two listed companies. Cheung Kong Property Holdings focuses on property, while CK Hutchison Holdings focuses on telecoms, retail, aircraft leasing and port assets.

In order to finance the deal, CKI will issue 1.36 billion new shares, according to a joint securities filing announcing the acquisition. Under the terms of the deal, Power Assets will delist from the Hong Kong stock exchange once the transaction has been completed. The two companies expect the deal to close in the first quarter of 2016.

The companies already have a solid history of collaboration; CKI and Power Assets have been involved in 11 infrastructure projects together in recent years. These projects included several high profile projects in Europe and the UK.

News: Li Ka-shing's CKI to buy out Hong Kong utility in $11.6 billion deal