Global M&A volume down 22 percent YOY, reveals nine months review

BY Fraser Tennant

Mergers & acquisitions (M&A) activity during the first nine months of 2016 is the topic of a new report released this week by Dealogic.

Among the headline figures contained in ‘Global M&A Review: Nine Months 2016’ is the 22 percent year-on-year (YOY) drop in M&A volume, down to $2.55 trillion from $3.27 trillion.  

In terms of key regional headline data, the report reveals that US targeted M&A volume was down 30 percent YOY. Furthermore, domestic US M&A volume fell 38 percent to $771.3bn.

Looking to M&A volume in Europe, the UK reached $62.1bn by the end of 3Q 2016, its highest recorded 3Q figure since 2008.

As far as global cross-border M&A volume is concerned, activity in the first nine months of 2016 was valued at $899.5bn, down 9 percent YOY. Furthermore, US inbound M&A was $327.9bn, only slightly behind the all time record of $330.6bn set in 2015.

In terms of M&A in the Asia Pacific region, China and Japan were the top acquiring Asian nations of US targets. Chinese acquisitions reached an annual record high for both volume and activity, with $35.7bn via 124 deals. Japan announced 132 deals worth $17.4bn, down 39 percent YOY.

Leading the M&A advisor rankings is Goldman Sachs with transactions totalling $613.3bn, followed by Morgan Stanley on $476.3bn and JPMorgan on $459.9bn.

Technology was the top sector (replacing healthcare) with a total of $475.4bn, just ahead of its previous record of $446.1bn in 2015. Conversely, healthcare, which also hit an annual record high in 2015, was down 48 percent YOY to $255.4bn.

The report also showcases the ‘Top 10 Announced M&A Transactions First Nine Months 2016’ with Bayer’s $66.3bn acquisition of Monsanto, announced in May 2016, top of the list. Second is the $46.7bn acquisition of Syngenta by China National Chemical Corp (ChemChina) in February 2016 - the largest ever cross-border transaction by a Chinese acquirer. In third place is the September 2016 deal which saw Enbridge Inc acquire Spectra Energy Corp for $43bn, in the largest Canadian outbound deal on record and the fifth largest utility & energy deal on record.

Finally, Dealogic confirms that the total of withdrawn M&A in the first nine months of 2016 was $752.8bn. This includes the $28.9bn Praxair/Linde deal and the $25.4bn Mondelez International/Hershey transaction.

Report: Dealogic – ‘Global M&A Review: First Nine Months 2016’

Bass Pros Shops catches Cabela’s in $5.5bn deal

BY Richard Summerfield

Fishing and hunting chain Cabela’s Inc. has agreed to be sold to rival Bass Pro Shops in a deal worth $5.5bn.

Under the terms of the deal announced on Monday, Bass Pro Shops has agreed to pay Cabela’s shareholders $65.50 per share held. The price represents a 19.2 percent premium to Cabela's most recent closing price on Friday. According to a joint statement released by the firms, the deal is expected to close in the first half of 2017.

In a separate deal, Capital One Financial Corp. has announced that it will be acquiring Cabela’s credit card business for an undisclosed amount. The sale of the credit card business will create a 10 year agreement which will allow Bass Pro Shops to issue credit cards to Cabela's customers.

News of the deal for Cabela’s has been welcomed not only by the company’s shareholders but also the markets. Indeed, Nebraska based Cabela’s, which has been in business since 1961, has endured a difficult few years which have seen the company’s larger stores outmanoeuvred by smaller, more dynamic rivals, including online retailers. The company’s difficulties have been reflected in its declining share price.

In light of the increased competition from a variety of sources, Cabela’s has experienced falling sales of apparel and footwear and has seen same-store sales growth in only one quarter in more than three years. The company had also been under pressure from activist hedge fund Elliott Associates LP, which revealed an 11.1 percent stake in the company a year ago.

Since rumours of a potential sale began to circle in December 2015 the company’s stock has risen 17 percent.

"Cabela’s is pleased to have found the ideal partner in Bass Pro Shops," said Tommy Millner, Cabela’s chief executive . "Having undertaken a thorough strategic review, during which we assessed a wide variety of options to maximise value, the Board unanimously concluded that this combination with Bass Pro Shops is the best path forward for Cabela’s, its shareholders, outfitters and customers. In addition to providing significant immediate value to our shareholders, this partnership provides a unique platform from which our brand will be extremely well positioned to continue to serve outdoor enthusiasts worldwide for generations to come."

The newly combined company will own more than 180 stores across the US and Canada.

“Today's announcement marks an exceptional opportunity to bring together three special companies with an abiding love for the outdoors and a passion for serving sportsmen and sportswomen," said Johnny Morris, founder and CEO of Bass Pro Shops. "The story of each of these companies could only have happened in America, made possible by our uniquely American free enterprise system. We have enormous admiration for Cabela’s, its founders and outfitters, and its loyal base of customers. We look forward to continuing to celebrate and grow the Cabela’s brand alongside Bass Pro Shops and White River as one unified outdoor family.”

News: Cabela’s Agrees to Buyout by Bass Pro in $5.5 Billion Deal

Lanxess to acquire Chemtura in $2.7bn cash transaction

BY Fraser Tennant

In a €2.4bn ($2.7bn) transaction that ranks as its largest ever takeover deal, German speciality chemicals company Lanxess AG has announced that it is to acquire US-based Chemtura Corporation, a global provider of high-quality flame retardant and lubricant additives.   

Under the terms of the definitive acquisition agreement, which will significantly expand Lanxess’ footprint in North America where approximately 45 percent of Chemtura’s revenue is generated, Chemtura shareholders will receive $33.50 per share in cash for each outstanding share of common stock held.

Furthermore, for Lanxess, the acquisition of Chemtura will be accretive to earnings per share in the first fiscal year and will be financed mainly through senior and hybrid bonds, as well as from existing liquidity.

“With this acquisition, we are forming a champion in the field of additives and are strengthening our already profitable portfolio,” said Matthias Zachert, chairman of Lanxess. “Through the acquisition, we are further implementing our strategy to become a more resilient and profitable chemical company, as well as significantly building on our competitive positioning in medium-sized markets.”

Once the transaction is complete, Lanxess, which currently has approximately 16,700 employees in 29 countries, will have built on its Rhein Chemie Additives business unit by adding Chemtura’s two additive segments to form a new performance additives with expected annual synergies of €100m by 2020.

Headquartered in Philadelphia, Pennsylvania, Chemtura encompasses 20 sites in 11 countries and approximately 2500 employees worldwide. In the last four quarters the firm reported sales of around €1.5bn.

“The transaction provides premium value to our shareholders and benefits our customers and employees by making Chemtura part of a much larger, stronger global enterprise with the resources to fully support a more diverse suite of specialty chemicals products and services,” said Craig A. Rogerson, president, chief executive and chairman of Chemtura.

The transaction,  expected to close around mid-2017, is subject to approval by Chemtura shareholders, required regulatory approvals and certain other customary closing conditions.

Recognising that his firm is set to become one of the world’s major actors in a growing market, Mr Zachert concluded: “Lanxess is taking a next and major step forward on its growth path.”

News: Germany's Lanxess to buy U.S. chemical firm Chemtura for $2.7 billion

Abbott to sell medical optics unit for $4.325bn

BY Richard Summerfield

Abbott Laboratories has announced plans to divest its ophthalmic unit, Abbott Medical Optics, to Johnson & Johnson in an all cash deal worth $4.325bn.

The transaction is expected to close in the first quarter of 2017 and is subject to customary closing conditions, including regulatory approvals, the companies confirmed in a statement.

“We've been actively and strategically shaping our portfolio, which has recently focused on developing leadership positions in cardiovascular devices and expanding diagnostics," said Miles D. White, chairman and chief executive of Abbott. "Our vision care business will be well-positioned for continued success and advancement with Johnson & Johnson, and I'd like to thank our employees for building a successful business."

Abbott Medical Optics produces lasers and other equipment used for cataract surgeries and laser vision correction procedures, and also makes eye drops and cleaners for contact lenses. The division posted sales of $1.1bn last year.

The acquisition of Abbott Medical Optics will provide a significant boost to Johnson & Johnson’s cataract business. At present the company is the number two global business in cataract surgeries. As a result of the deal, Johnson & Johnson will boast an $8bn global market which, according to data from the company, is growing at a rate of 5 percent a year.

"Eye health is one of the largest, fastest growing and most underserved segments in health care today," said Ashley McEvoy, company group chairman responsible for Johnson & Johnson's Vision Care Companies. "With the acquisition of Abbott Medical Optics' strong and differentiated surgical ophthalmic portfolio, coupled with our world-leading ACUVUE contact lens business, we will become a more broad-based leader in vision care. Importantly, with this acquisition we will enter cataract surgery – one of the most commonly performed surgeries and the number one cause of preventable blindness."

Abbott acquired the unit in 2009 for around $2.8bn when it was known as Advanced Medical Optics. However, Abbott moved to divest the business after deciding to refocus on heart devices and expanding diagnostics.

News: Abbott to sell its eye care business to J&J for about $4.33 billion

Crop giant springs from $36bn Agrium/PotashCorp merger

BY Fraser Tennant

In an agreement that it is said will result in a world-class integrated global supplier of crop units, Agrium Inc and Potash Corporation of Saskatchewan Inc have announced that they are to merge in a deal with an enterprise value of $36bn.

This merger of equals between Agrium, the largest crop nutrient company in the world, and Potash, the third largest natural resource company in Canada, will, following the close of the transaction, see Potash shareholders own approximately 52 percent of the new company, while Agrium shareholders will own approximately 48 percent on a fully diluted basis. 

The new company – with 20,000 employees and operations and investments in 18 countries – will combine low-cost, world-class potash and high-quality nitrogen and phosphate production assets with a premier agricultural retail network to forge an integrated crop inputs platform.

“Our merger creates a new premier Canadian-headquartered company that reflects our shared commitment to creating value and unlocking growth potential for shareholders”, said Jochen Tilk, president and chief executive of Potash. “The integrated platform established through our combination will greatly benefit customers and suppliers, and support even greater career development opportunities for employees.”

Mr Tilk, part of a proven team that reflects the strengths and capabilities of both companies, will serve as the new entities’ executive chairman, while Chuck Magro, currently Agrium’s chief executive , will retain that role in the new set up. Both will report to the new board of directors.

“This is a transformational merger that creates benefits and growth opportunities that neither company could achieve alone," said Mr Magro.  “Combining our complementary assets will enable us to serve our customers more efficiently, deliver significant operating synergies and improve our cash flows to provide capital returns and invest in growth.”

The name of the new company, which will have its registered head office in Saskatoon, with Canadian corporate offices in both Calgary and Saskatoon, will be announced prior to the closing of the transaction.

Mr Tilk concluded: “Our workforce and the communities in which we operate are critical to both PotashCorp and Agrium, and we intend to carry forward best practices from both companies in corporate social responsibility, including commitments to employees, operating communities and the environment.”

News: Agrium and Potash Corp. to Merge, Creating Fertilizer Giant