Enbridge/Spectra Energy join forces to create global energy infrastructure leader

BY Fraser Tennant

In a combination that will create a “true North American and global energy infrastructure leader”, Enbridge and Spectra Energy are to join forces in a deal with an enterprise value of C$37bn (US$28bn). 

Under the terms of the definitive merger agreement, which creates the largest energy infrastructure company in North America and one of the largest globally, Spectra Energy shareholders will receive 0.984 shares of the combined company for each share of Spectra Energy common stock they own.

The combined company will control a diverse set of best-in-class assets comprised of crude oil, liquids and natural gas pipelines, terminal and midstream operations, a regulated utility portfolio and renewable power generation.

“Over the last two years, we’ve been focused on identifying opportunities that would extend and diversify our asset base and sources of growth beyond 2019,” said Al Monaco, president and chief executive of Enbridge Inc. “We are accomplishing that goal by combining with the premier natural gas infrastructure company to create a true North American and global energy infrastructure leader.  This transaction is transformational for both companies and results in unmatched scale, diversity and financial flexibility with multiple platforms for organic growth.”

The combined company will be called Enbridge Inc.

“The combination of Enbridge and Spectra Energy creates what we believe will be the best, most diversified energy infrastructure company in North America, if not the world," said Greg Ebel, president and chief executive of Spectra Energy, who will become chairman of Enbridge following the closing of the transaction.

He added: “This is an incredible opportunity for both companies and we at Spectra Energy could not be more excited about what it means going forward. Together, the merged company will have what we believe is the finest platform for serving customers in every region of North America and providing investors with the opportunity for superior shareholder returns.”

The Enbridge/Spectra Energy transaction has been unanimously approved by the boards of directors of both companies and is expected to close in the first quarter of 2017 - subject to shareholder and certain regulatory approvals, as well as other customary conditions.

Mr Monaco concluded: “Bringing Enbridge and Spectra Energy together makes strong strategic and financial sense, and the all-stock nature of the transaction provides shareholders of both companies with the opportunity to participate in the significant upside potential of the combined company.”

News: Enbridge buying Spectra in $28 billion deal

Hanjin Shipping files for Chapter 15 protection

BY Richard Summerfield

South Korean shipping firm Hanjin Shipping Co Ltd has filed for Chapter 15 bankruptcy protection in the US, in an attempt to stop the company’s creditors seizing its fleet of vessels.

Hanjin, the seventh biggest shipping company in the world, filed for protection on Friday in a court in New Jersey after receiving word that its creditor banks had decided to end the financial support they were providing the company. The creditors also rejected Hanjin’s proposed restructuring deal.

The $896m worth of financial assistance Hanjin had received from its creditors had proved insufficient as the company tried to stay afloat amid volatility in the global shipping industry.

Overcapacity has had a significant impact on shipping companies the world over. In the days running up to its US filing, the company also moved to protect its assets elsewhere, filing for receivership in South Korea on Wednesday. In an attempt to secure legal protection for its ships, Hanjin has plans to pursue legal action in around 10 countries over the course of this week and later expand that to 43 jurisdictions.

As a result of the company’s bankruptcy filings, Hanjin’s vessels have been denied access to ports at a variety of locations. The number of ships that have been denied port access around the world, including in the US, has risen to 79, comprising 61 container ships and 18 bulk carriers, according to South Korea’s financial regulator. That figure includes one vessel seized in Singapore by a creditor, a company spokeswoman said. Hanjin has 141 ships, 128 of which are currently operating. In China, Japan, Singapore and India ,the company has seen 45 vessels denied access to ports. Several of Hanjin’s vessels have also been seized by creditors, including state-run Korea Development Bank.

Hanjin’s ships are currently carrying cargo worth $14.5bn belonging to some 8300 cargo owners, according to the Korea International Trade Association. The bankruptcy of a company of Hanjin’s status is notable, as it accounts for 7.8 percent of trans-Pacific trade volume for the US market. The company’s collapse marks the largest ever bankruptcy filing for a container shipper.

Hanjin’s stock has fallen around 34 percent since the company’s creditors said they were no longer supporting the firm. Given that the company’s collapse has coincided with the high seasonal demand for the shipping industry ahead of the year-end holidays, Hanjin’s bankruptcy is likely to cause a ripple effect throughout the global supply chain, and in the US retail space.

News: Hanjin Shipping filed for U.S. bankruptcy protection: WSJ

Dealmaking drives shareholder returns

BY Richard Summerfield

Organisations that regularly buy and sell companies as part of their wider corporate strategy often outperform less active acquirers in terms of shareholder returns, according to a new report from the Boston Consulting Group (BCG).

According to the firm's 2016 M&A report 'Masters of the Corporate Portfolio', over a 25 year period up to 2015, the average annual shareholder return for companies that make at least five acquisitions or divestitures in a five-year period was 10.5 percent. One time dealmakers, however, saw returns of just 5.3 percent.

"Portfolio masters use active portfolio management via M&A to boost shareholder return," said Jens Kengelbach, BCG's global head of M&A and co-author of the report. "These companies buy and sell in order to fine-tune, refocus, or diversify their portfolios. They understand that growth is the primary driver of TSR, almost regardless of whether growth is organic or inorganic. They estimate synergies and postmerger integration costs accurately, and they deliver on their projections. They create value."

The report compares three types of dealmakers: ‘portfolio masters’, ‘strategic shifters’ and ‘one-timers’. The company’s data shows that portfolio masters accounted for just 6 percent of the 1339 companies surveyed, but were responsible for around 25 percent of global deal volume since 1991. In that time, portfolio masters completed nearly 14,000 transactions. By comparison, so called ‘one-timers’ made, on average, one acquisition or divestiture each over a five-year period. But, with a combined count of 18,891 deals since 1991, they represent 35 percent of total M&A deals globally.

"Investors like one-time dealmakers -- at least in the short term," said Georg Keienburg, a BCG principal and report co-author. "Capital markets tend to buy into the story of a once-in-a-lifetime opportunity for acquirers. They are also appreciative when a company sheds a noncore asset that it may have held onto for too long. As a result, the initial capital market reaction in a narrow time window around the transaction is distinctly more positive (an average increase of 5.5 percent) for one-time dealmakers than for their more active counterparts."

Companies can improve their shareholder returns by improving their standing in the M&A market, according to BCG. Indeed, the classifications of companies can be fluid, and by evolving from being considered a one-timer to strategic shifter or portfolio master, companies can drive shareholder value.

Report: The 2016 M& Report – Masters of the Corporate Portfolio

Apollo Global Management to acquire Rackspace Hosting in $4.3bn deal

BY Fraser Tennant

In a boost to its investments in the technology sector, private equity firm Apollo Global Management LLC has announced its intention to acquire cloud services provider Rackspace Hosting Inc in a deal with a total value of $4.3bn.

The definitive agreement, which will see Rackspace become a privately held company and its stockholders receive $32.00 per share in cash, also includes the assumption of $43m of net cash.

"We are tremendously excited about the opportunity for our managed funds to acquire Rackspace," said David Sambur, a partner at Apollo. "We have great respect for the company's talented employees and their commitment to deliver expertise and exceptional service for the world's leading cloud platforms.”

Founded in 1998, Rackspace provides businesses with expertise and exceptional customer service for the world's leading cloud platforms, including AWS, Microsoft and OpenStack (the open-source cloud platform that Rackspace co-founded in 2010, along with NASA). In 2015, the company reported revenue of $2bn.

Once completed, Rackspace expects the deal with Apollo to provide it with additional flexibility to deliver the multi-cloud services that its customers are looking for.

"This transaction is the result of diligent analysis and thoughtful strategic deliberations by our board over many months", commented Graham Weston, co-founder and chairman of the board of Rackspace. “Our board, with the assistance of independent advisors, determined that this transaction, upon closing, will deliver immediate, significant and certain cash value to our stockholders.

“We are also excited that this transaction will provide Rackspace with more flexibility to manage the business for long-term growth and enhance our product offerings. We are confident that as a private company, Rackspace will be best positioned to capitalize on our early leadership of the fast-growing managed cloud services industry."

Having unanimously approved the agreement with Apollo, the Rackspace board of directors has recommended that Rackspace stockholders vote in favour of the transaction.

Recognising a significant opportunity, Taylor Rhodes, president and CEO of Rackspace, said: “We are presented with a significant opportunity today as mainstream companies move their computing out of corporate data centres and into multi-cloud models.

“Apollo and its partners take a patient, value-oriented approach to their funds' investments, and value our strategy and unique culture. This is an exciting transaction and we look forward to working closely together."

The Apollo/Rackspace transaction is expected to close in the fourth quarter of 2016 and is subject to applicable antitrust waiting periods, stockholder approval and other customary closing conditions.

News: Rackspace Confirms Its Sale to Apollo Global Management

ChemChina’s $43bn Syngenta acquisition gets US clearance

BY Fraser Tennant

China National Chemical Corporation (ChemChina) and Swiss pesticides and seeds group Syngenta announced that have received clearance from a US regulator on their proposed $43bn transaction.

The acquisition of Syngenta by ChemChina – which, once complete, will be the biggest ever foreign acquisition by a Chinese company – was given the go-ahead by the Committee on Foreign Investment in the United States (CFIUS), a body tasked with ensuring that deals do not have national security implications (a quarter of the Swiss firm’s sales are in North America).

The decision by CFIUS to approve the deal is being viewed as the clearing of a significant hurdle, with shares in Syngenta – a Basel-based company employing 28,000 people in more than 90 countries – jumping 10 percent following the US committee’s accord.  

A joint statement issued by ChemChina and Syngenta stated: “In addition to CFIUS clearance, the closing of the transaction is subject to anti-trust review by numerous regulators around the world and other customary closing conditions. Both companies are working closely with the regulatory agencies involved and discussions remain constructive. The proposed transaction is expected to close by the end of the year."

Originally announced in February 2016, with ChemChina offering $465 per share for Syngenta, the transaction ran into problems when concerns arose that CFIUS could potentially block the deal. At this stage, Syngenta shares had fallen by approximately 20 percent.

Syngenta's chairman Michel Demaré, while stating that he was “convinced there was no security issue to be concerned about” in ChemChina’s bid for his company, also opined that the Chinese company “has a very ambitious vision of the industry in the future".

Headquartered in Beijing, state-owned ChemChina is the largest chemical corporation in China, and occupies the 234th position among the Fortune 500. The company’s main businesses include materials science, life sciences, high-end manufacturing and basic chemicals.

In addition to its current activities, ChemChina also has an impressive track record of acquisitions, having procured nine leading industrial companies in France, the United Kingdom, Israel, Italy and Germany, among others.

Although characterised as a mega deal in the chemicals industry, the ChemChina/Syngenta transaction is significantly smaller than last year’s $130bn Dow Chemical-DuPont merger in December 2015, itself the subject of an investigation, by the European Commission in Brussels, into whether or not the merger of the US chemical giant could adversely impact farmers in Europe.

News: Powerful U.S. Panel Clears Chinese Takeover of Syngenta