Beruflich Dokumente
Kultur Dokumente
The information in this PDF file is subject to Business Monitor International’s full copyright
and entitlements as defined and protected by international law. The contents of the file are for the
sole use of the addressee. All content in this file is owned and operated by Business Monitor
International, and the copying or distribution of this file, internally or externally, is strictly prohibited
without the prior written permission and consent of Business Monitor International Ltd.
If you wish to distribute the file, please email the Subscriptions Department at
subs@businessmonitor.com, providing details of your subscription and the number of recipients
you wish to forward or distribute this information to.
DISCLAIMER
All information contained in this publication has been researched and compiled from sources believed to
be accurate and reliable at the time of publishing. However, in view of the natural scope for human and/or
mechanical error, either at source or during production, Business Monitor International accepts no liability
whatsoever for any loss or damage resulting from errors, inaccuracies or omissions affecting any part of
the publication. All information is provided without warranty, and Business Monitor International makes no
representation of warranty of any kind as to the accuracy or completeness of any information hereto
contained.
corporate financing week
Exclusive news, views and analysis on global M&A activity, IPOs and private equity
www.corporatefinancingweek.com A PUBLICATION OF BUSINESS MONITOR INTERNATIONAL LTD.
december 06 2010
VOL. XXXVI, NO. 48
Market Leader
ISSN: 1064-1912
When is a BRIC not a BRIC?
Market Leader 1,5-7 Although it has become customary Brazil Blossoming
to bracket together Brazil, Russia, Brazilian M&A Activity In Volume (US$) And Deal Count
Mar-02
Mar-03
Mar-04
Mar-05
Mar-06
Mar-07
Mar-08
Mar-09
Mar-10
Sep-01
Sep-02
Sep-03
Sep-04
Sep-05
Sep-06
Sep-07
Sep-08
Sep-09
Sep-10
from the West and becoming
Latin America 10-12 influential economic forces in their Source: BMI
own right.
Global Top 10 M&A 11 In corporate financing terms, this means that they should boast M&A across a
range of sectors – which in turn requires a fairly advanced degree of economic
Key Market Views 12 diversification – and be engaged in cross-border deal-making that goes both ways.
These qualities are chiefly applicable to India and China. They apply less to Brazil,
Closing Bell 12 and arguably not at all to Russia.
(continued on page 5)
Check our website www.corporatefinancingweek.com during the week for breaking news and updates
Corporate Financing Week www.corporatefinancingweek.com December 06 2010
Global
Pharma M&A: A Way Down From The Patent Cliff?
The headwinds facing the pharmaceutical industry could to diversify or innovate the group other than expand the
lead to more leading drugs companies opting for M&A balance sheet. Roche acquired Genetench for US$47bn
as a route of expansion in 2011. Pharma companies are last year, only for it now to be the main target of the parent
facing a wave of patent expirations and challenges, dubbed company’s cost-cutting and job-shedding drive. Any
the ‘patent cliff’ by industry observers. Competition from acquisition of Actelion would be a leap of faith given that
generic medicines, which can be 20-80% cheaper than its top-selling Tracleer (bosentan) hypertension drug falls
the branded original, could severely dent revenue streams out of patent protection in five years. The buyer would have
from lucrative product lines. Patents set to expire include to keep their fingers crossed that its late-stage compounds
Pfizer’s US$7.5bn a year Lipitor (atorvastatin), Bristol- fulfil their promise.
Myers Squibb’s US$5.6bn Plavix and GlaxoSmithKline’s Deal premia for the sector can get a bit on the high
US$4.7bn Advair Diskus (fluticasone and salmeterol). Eli side, too. Johnson & Johnson paid a premium of 58%
Lilly’s exposure to patent expiries, which include the loss in its acquisition of Crucell earlier this year, while in
of its top-selling anti-psychotic Zyprexa (olanzapine), is May, Japan’s Astellas Pharma bought cancer drug
thought to amount to 40% of its sales, while that of the manufacturer OSI Pharmaceutical for 68% more than
UK’s GlaxoSmithKline could be 32%. Pharma companies’ the target’s average share price during the 30 days since
ability to develop new drugs, a hit-and-miss process at the the announcement of the deal. For the moment, Sanofi
best of times, is likely to be constrained by the slashing of Aventis is refusing to budge from its US$69 per share
health and university spending across developed markets. offer for Genzyme, despite the objections of the target
Switzerland’s Roche has announced that it is to cut costs by company’s board. The impasse could be broken if
CHF2.7bn, including a 6% staff reduction, while Pfizer will Genzyme’s management is willing to explore settling for
be shedding 19,000 jobs. a lower price provided additional rewards can be made to
Acquiring new products through takeovers has been a the shareholders based on the performance of its leukaemia
popular stop-gap for many of the major pharmaceuticals drug Campath (alemtuzumab).
since the late-1990s. This is the thinking that drove last If big pharma is to go down the acquisition route, it may
year’s blockbuster pharma deals, including Merck & make more sense to target the fastest growth areas, such as
Co’s US$41bn takeover of Schering Plough and Pfizer’s generics and emerging markets. Indeed, some companies
US$68bn purchase of Wyeth. This summer, French have started doing this. In 2009, Pfizer bought 40% of
pharma giant Sanofi Aventis launched a US$18.5bn hostile Brazil’s off-patent medicine maker Teuto, while last month
takeover bid for US biotech firm Genzyme, after cutting Sanofi Aventis acquired Chinese over-the-counter medicine
its 2010 earnings forecast in July because US regulators maker BMP Sunstone. The best way to secure growth for
approved a generic version of its Lovenox (enoxaparin) the long-term is of course through the development of new
blood thinner. European biotech company Actelion has ground-breaking drugs, but for as long as these remain thin
said that it has been in ‘regular dialogue’ with industry on the ground CFW expects pharmaceuticals to settle for
participants, triggering market speculation that it could acquisitions as the next best thing. Some of these will be in
be acquired by US-based Amgen. Meanwhile Japanese EM, but the penchant for blockbuster-on-blockbuster M&A
drugmaker Takeda has asked its US subsidiary to explore is also likely to continue, if the past ten years are anything
M&A possibilities as part of its development strategy. to go by. That said, the pool of eligible large independent
The chief caveat of a strategy that involves blockbusters biotechs is shrinking. Apart from Actelion and Genzyme,
buying other blockbusters is that these deals often do little there is basically only Amgen, Gilead and Biogen left.
2006
2007
2008
2009
600
200
French major Total said in September 2010 that it had
0
appointed JPMorgan to oversee the sale of 780 retail sites 2007 2008 2009
in the UK, in addition to tankers and terminals. CFW has Source: Total
www.corporatefinancingweek.com 3
Corporate Financing Week www.corporatefinancingweek.com December 06 2010
when LBO deal value reached US$63.6bn. they saw as offering a more mature and safer investment.
When borrowing was rife during the boom years, PE However, on the back of high-yield bonds soaring again
firms were able to make cash-heavy acquisitions, safe in this year, financing of deals is gathering steam once more.
the knowledge that debt investors would help them finance We need look no further than the buyout of US fashion
The Real Deal retailer J Crew Group by TPG Group and Leonard
Global LBO Deals Green & Partners to support this view. The deal for
25,000 140
Deal Value (US$mn) LHS J Crew is set to be financed with US$1.85bn in debt
financing, according to an SEC filing.
Deal Volume RHS 120
20,000
100 Despite the positive sentiment surrounding current deals,
15,000
80
buyout funds need not be reminded that trouble is only
just around the corner, with a wall of debt set to mature
10,000
60
over the coming seven years. The eye of the storm looks
40 to be 2014, when EUR100bn of leveraged loans will reach
5,000
20
maturity according to Nomura . It appears that the slew of
buyouts agreed in the run-up to the financial crisis, when
debt was cheap and growth seemed assured, may face
0
Mar-09
Jul-09
Mar-10
Jul-10
Jan-09
Jan-10
May-09
Sep-09
Nov-09
May-10
Sep-10
Nov-10
Emerging Markets
When is a BRIC not a BRIC?
(Continued from front page)
Brazil: The Benefit Of The Doubt wooden spoon. Unlike the other BRICs, Russia’s FDI
Brazil is undoubtedly a magnet for foreign investment. In situation is dire, and has been for years. Over the first
October, foreign direct investment (FDI) in Brazil leapt nine months of the year Russian FDI plunged 17.8% to
26% year-on-year (y-o-y) to US$6.7bn, while year-to-date US$8.2bn, according to Russia’s Federal Statistics Service.
inbound M&A activity has increased an astonishing 301% Overall foreign investment, which includes inflows into the
to hit US$56bn. However, for an economy to achieve more capital markets for the first nine months of the year, was
than common-or-garden emerging market status, deal- down 13% on the same period in 2009. Foreign investors
making activity should involve a healthy mix of domestic have even less of an appetite for Russian companies than
and foreign companies across a diverse range of industries. they do for Russian securities. Inbound cross-border M&A,
In other words, a BRIC country should offer more more that is to say foreign companies buying Russian ones, is
than just a quarry or a gas field for Western companies. down 27% y-o-y at US$5.5bn. In stark contrast, Brazilian
In India, the largest M&A sector so far this year may inbound cross-border M&A was up 301% over the same
have been oil and gas, but the leading deal involved Russia In The Doldrums
Indian company Vedanta buying 60% of Cairn India Russian M&A Activity In Volume (US$) And Deal Count
40 300
from its Edinburgh-based parent. After oil and gas, Volume (US$bn) LHS
the busiest sectors have been telecoms, pharma and 35 Deal Count RHS
250
Mar-02
Mar-03
Mar-04
Mar-05
Mar-06
Mar-07
Mar-08
Mar-09
Mar-10
Sep-01
Sep-02
Sep-03
Sep-04
Sep-05
Sep-06
Sep-07
Sep-08
Sep-09
Sep-10
position. We are seeing the emergence of multinationals
that can make large strategic acquisitions overseas, Source: BMI
www.corporatefinancingweek.com 5
Corporate Financing Week www.corporatefinancingweek.com December 06 2010
that this is a distant prospect. Economy Minister Elvira of the Russian state to expropriate assets without legal
Nabiullina recently indicated that some of the IPOs in the redress. ‘There is no due process in Russia and this drives
government’s US$57.4bn privatisation programme could Russians to take their money abroad where it won’t get
take place on foreign stock exchanges. expropriated’, Erixon says, citing the example of Mikhail
A combination of political and economic factors account Khordorkovsky, the previous owner of the former Russian
for this flight from Russia. One political factor, according oil giant Yukos. He was imprisoned on what were widely
to Frederik Erixon of the Brussels-based European Centre perceived to have been politically motivated charges of
for International Political Economy, is that the Russian fraud and tax evasion, which resulted in the asset-stripping
government itself uses foreign acquisitions as a tool of and dismantling of Yukos.
diplomacy, which helps skewer deal-making towards Concern that Russia cannot be relied on to honour treaties
outbound M&A: ‘A lot of money is taken out of Russia and contractual obligations has also had a chilling effect
by energy firms that are owned by or are close to the state, on foreign investment. Foreign companies, such as Royal
such as Gazprom, and invested in countries on the eastern Dutch Shell and TNK-BP, have found themselves either
rim of Europe.’ A second political factor is the instability having to renegotiate deals or walk away altogether. As
of Russia’s business environment. Russian companies a result, foreign investment is mainly confined to sectors
and wealthy individuals are concerned about the power such as energy, financial markets and property, where
US Mergers and Acquisitions Record (November 18–November 30) Source: Capital IQ,
a division of S&P
Announced Company Name Transaction Size Buyer Seller Target Advisor Buyer Advisor
Date (US$mn)
11/30/2010 Gulfstream Natural Gas 329.97 Spectra Energy Spectra Energy Southeast Pipeline - -
System, L.L.C. (24.5%) Partners, LP; Spectra Corporation
Energy Partners GP, LLC
11/30/2010 " Ink & Adhesive Resins 120.0 Harima Chemicals Inc.; Momentive Specialty Chemicals Inc. - -
Business Mitsubishi Corporation
"
11/29/2010 Baldor Electric Co. 3,003.94 ABB Ltd. - UBS Investment Bank Citigroup, Inc. (Financial
(Financial Advisor) Advisor)
11/29/2010 UCI International, Inc. 1,142.02 Rank Group Investments - - Nomura Holding
Limited America, Inc. (Financial
Advisor)
11/29/2010 NPG Cable, Inc. 350.0 Cequel Communications, News-Press & Gazette Company RBC Daniels L.P. -
LLC (Financial Advisor)
11/29/2010 Interests in Bluebonnet 200.0 Chesapeake Energy Antares Energy Ltd.; San Isidro - -
project and Yellow Rose Corporation Development Company, L.C.
11/29/2010 Substantially All Assets 57.5 Fleetwood Homes, Inc. Palm Harbor Homes Inc. - -
11/28/2010 InterGen N.V. (50%) 1,232.0 China Huaneng Group GMR Energy Limited - -
11/28/2010 Telair International Inc., 94.0 TransDigm Group Telair International Incorporated - -
Actuation Business Incorporated
11/24/2010 Del Monte Foods Co. 5,318.33 Kohlberg Kravis Roberts - Barclays Capital Inc. BofA Merrill Lynch
& Co.; Vestar Capital (Financial Advisor); (Financial Advisor);
Partners; Centerview Perella Weinberg Morgan Stanley
Partners Management Partners LP (Fairness (Financial Advisor);
LLC Opinion Provider) J.P. Morgan Securities
Inc. (Financial Advisor);
Centerview Partners LLC
(Financial Advisor)
11/24/2010 CPI International, Inc. 523.83 Veritas Capital The Cypress Group J.P. Morgan Securities -
Inc. (Financial Advisor);
Moelis & Company LLC
(Financial Advisor)
11/24/2010 YoCream International, 106.33 Danone Columbia Ventures Corporation D.A. Davidson & Co. -
Inc. (95%) (Financial Advisor)
11/24/2010 Creative Services 70.0 Deluxe Entertainment Ascent Media Group, Inc. - -
and Media Services Services Group, Inc.
Businesses
11/18/2010 Pangea3 LLC 95.0 Thomson Reuters Sequoia Capital India; The GlenRock William Blair & -
Corporation Group, LLC Company, L.L.C.
(Financial Advisor)
potential returns are so high that investors are prepared to Organisation membership. The privatisation programme
take the risk. The speculative nature of inward investment, is also a sign of a loosening of the state’s grip on the
Erixon explains, has impaired efforts to rebalance the economy, although this is so far only limited as the
Russian economy towards manufacturing along the lines government is expected to retain 50% control of the major
of what has been achieved in India and China. ‘As a result, companies coming up for flotation.
Russia has not decoupled from the Western export markets, Erixon says a major bellweather for any meaningful
which is why its economy contracted nearly 8% last year, change in the government’s attitude will be its response
while India and China kept going despite their main export should an international arbitration court find against the
markets going through a very tough time,’ said Erixon. ‘I’m Russian government in an action brought against it by
not sure that Russia should in the “BRICS” group, because Yukos pension funds and other investors. Last year, a
that category implies high-growth economies that are tribunal at The Hague ruled that the Energy Charter Treaty,
independent of the West. Russia clearly is not there yet’, he which Russia signed but did not ratify, is nevertheless
said. binding in Russia, paving the way for Yukos shareholders
There are some glimmers of hope that Russia may be to seek compensation.
taking steps to open up its economy and uphold its legal Until this happens, it is probably best to reserve
obligations. Last month, Russia and the EU reached judgement about whether Russia is about to integrate itself
agreement on a range of issues including export taxes, more fully into the international business mainstream or
which should help pave the way towards World Trade whether this is just another false dawn.
Asia
Caterpillar’s ‘Dim Sum’ Issue Feeds Hong Kong Debt Demand
China’s nascent offshore yuan bond market is deepening. advantage of this relaxation in policy include the Asian
Caterpillar Financial Services, the subsidiary of Development Bank and the World Bank’s financing arm,
construction and mining equipment maker Caterpillar International Finance Corporation, while dual Hong
has become the second US blue chip to offer a yuan- Kong and Paris-listed Russian aluminum giant Rusal
denominated ‘dim sum’ bond, following in the footsteps of has also indicated its intention to sell yuan bonds in the
fast food giant McDonalds Corporation’s issue in August offshore resort.
(see ‘Deal of the Week’, CFW, August 30 2010). Hungry Foreign Corporates Welcome
for capital and greater exposure in the Chinese market, Chinese Yuan Debt Issuance, Deal Value (US$bn)
160
Caterpillar has issued a two-year CNY1bn (US$151mn) Corporate Volume
following a similar strategy, from both the US and beyond. Source: Dealogic
www.corporatefinancingweek.com 7
Corporate Financing Week www.corporatefinancingweek.com December 06 2010
US$157.4bn in the year-to-date, down 22% compared to the has adopted a more aggressive attitude towards expansion
US$201.6bn issued in 2009 – according to Dealogic data, since appointing Doug Oberhelman as CEO in July,
the growing interest of foreign corporates in this strategy with the company now placing even greater emphasis on
will no doubt be welcomed by Beijing. emerging market growth. Caterpillar has since completed
CFW expects to see those overseas corporates issuing its largest acquisition to-date, splashing out on mining
yuan notes to fall into two categories: 1) those with an equipment engineering firm Bucyrus International
existing footprint in China; or 2) those seeking to have for US$7.6bn, representing a non-organic sector-based
exposure in China. Caterpillar falls under the first of these expansion. Furthermore, November also saw the company
two categories, with the proceeds from the issue expected to bolster its presence in China via organic means. Caterpillar
be used to finance sales of its trademark heavy construction announced plans to add to the eleven manufacturing
machinery, and to back the local operations of multinational facilities already operating in the country with a US$300mn
mining companies active in the country. Indeed, as BMI’s plant in Tianjin that will produce its 3500 series engines –
infrastructure team has recently been highlighting, China used in the oil and gas, marine and power sectors. Asia has
is a key market for Caterpillar, accounting for half of the been a more stable market for the firm over recent years,
growth this year in Asia (the company’s fastest-growing and we expect strong demand from the region to ensure
market). CFW notes that the firm has been busy of late and consistently high revenue growth over the next two years.
that the bulk of these loses were made earlier this year. 5
150
The fact that QR’s mammoth listing has helped push 4
overall Australian IPO activity to US$5.3bn – the highest 100
3
year-to-date level in five years, according to Bloomberg
data – is both good and bad news for potential listing 2
50
candidates in the pipeline. On the positive side, firms 1
2009
2008
2007
2006
2005
ticker listings. The firm’s performance following its debut Source: BMI
US$13.1bn. The total figure for all Chinese oil and gas
250
Mar-10
Jul-10
Jan-10
Apr-10
Jun-10
Oct-10
May-10
Feb-10
Aug-10
Sep-10
Nov-10
www.corporatefinancingweek.com 9
Corporate Financing Week www.corporatefinancingweek.com December 06 2010
EMEA
Heineken Unit To IPO And Kenyan Investors Invited
Rwanda is all set for its first initial public offering (IPO) margins, making it an attractive proposition as the Rwandan
since the onset of the East African Community (EAC) government looks to sell off its stake. As incomes rise, so
common market in July 2010. The government looks set too will absolute consumption (as per capita consumption)
to sell a 30% stake in the dominant Heineken-owned beer and at the top of the scale, a greater proportion of
and soft drinks producer Brasseries et Limonaderies du Rwandans will be able to afford premium beers.
Rwanda (Braliwra), raising about RWF22.1bn (US$37mn).
One Of The Region’s Fastest Growing Economies
This would value the company at more than US$120mn. Rwanda Real GDP & Private Consumption
Kenyan investment into the listing is actively being 16
encouraged as the ongoing liberalisation of East African
14
capital markets kicks into gear.
The IPO is being managed chiefly by Kenyan investment
12
2007
2008
2009f
2010f
2011f
2012f
2013f
2014f
2015f
(it is a Coca-Cola franchise bottler) means its long-
term earnings prospects look bright, especially as beer f = BMI forecast. Source: Rwanda Statistics Office, BMI
Latin America
Santos Approval Heralds Completion Of Ecopetrol’s Part-Privatisation
Colombia’s President Juan Manuel Santos has approved remaining 9.9% stake would complete the part-privatisation
state-run Ecopetrol’s plans to reduce the government’s envisaged in 2006, although state control remains assured.
stake in the company further. The move was widely Investor interest has risen markedly in Colombia’s oil
expected, as Colombia’s fiscal deficit limits its financing and gas sector, spurred by an improved security situation,
options as it looks to capitalise on its oil boom. favourable contractual terms and a reliable legal system.
In a speech on November 25 2010, Santos said that Furthermore, the 2010 Macondo oil leak in the US Gulf of
Colombia would sell a 9.9% stake in Ecopetrol as early Mexico (GoM) increased the attractiveness of Colombia’s
as H111. Santos said that the cash raised would be used relatively safe onshore assets. Policy continuity was
to fund national infrastructure projects, specifically cemented by Juan Manuel Santos’ victory in the June
citing Colombia’s road network. Ecopetrol’s CEO, Javier 2010 presidential run-off election. Days later, Colombia
Gutiérrez, has said that the stake sale could raise up to successfully auctioned more than 100 blocks in its 2010
US$8bn, based on Ecopetrol’s current share price. licensing round.
Colombia’s congress authorised the divestment of up to In order to capitalise on these gains and boost Colombian
20% of Ecopetrol’s equity in 2006. The following year, oil output, Ecopetrol has announced an ambitious
Bogotá earned US$2.8bn through the sale of a 10.1% stake US$80.3bn investment programme for 2011-2020, in
in the company. The shares were sold to retail investors order to achieve its production goal of 1.3mn barrels of oil
through Colombian supermarkets. A successful sale of the equivalent per day (boe/d) by 2020. However, executing
this investment programme requires the company to raise Energy has announced plans to broaden its investments in
US$23bn in debt. In fact, in order to execute its US$6.06bn Colombia’s infrastructure-related sectors, such as terminals,
2011 investment programme alone, the state-run company Bullish Expectations
authorised the issuance of corporate bonds worth COP1trn Colombian Oil Export And Reserve Forecasts
3,000
(US$530mn) to the local market on November 11.
Issuing larger amounts of debt, however, is an 2,500
2008
2009
2010f
2011f
2012f
2013f
2014f
2015f
2016f
2017f
2018f
2019f
2020f
Russia, Colombia is choosing to sell a stake in its state-run
oil producer to be able to raise cash without issuing further f=forecast; Historical data from BP Statistical Review of World Energy; Forecasts: BMI
debt.
Such cash is essential for the infrastructure required to bunker fuels and asphalt. As oil output continues to rise
boost output. About 20% of Ecopetrol’s 2011 budget is to and the country’s road-building programme accelerates, we
be spent on pipeline infrastructure, such as the Oleoducto see more investment flowing into Colombia’s energy and
Bicentenario pipeline, while independent Pacific Rubiales transport sectors.
Deal Announce Target Name Acquirer Name Seller Name Announced Total Payment Deal
Type Date Value (US$mn) Type Status
DIV 28/11/2010 Pan American Energy LLC Bridas Corp BP PLC 7,060 Cash Pending
ACQ 25/11/2010 Del Monte Foods Co Multiple acquirers 5,098.61 Cash Pending
ACQ 30/11/2010 Baldor Electric Co ABB Ltd 4,146.4 Cash Pending
ACQ 24/11/2010 Korea Exchange Bank Hana Financial Group Inc 4,080 Cash Pending
DIV 25/11/2010 Trafford Centre Group/The Capital Shopping Centres Group PLC Peel Group/The 2,584.33 Stock Pending
DIV 29/11/2010 Multiple Targets Henan Shuanghui Investment & Dev. Co Ltd Rotary Vortex Ltd 2,521.31 Stock Pending
ACQ 29/11/2010 Henan Shuanghui Investment & Dev. Co Ltd Rotary Vortex Ltd 2,473.6 Cash Pending
DIV 29/11/2010 Intergen NV China Huaneng Group Corp GMR Infrastructure Ltd 1,232 Undisclosed Pending
ACQ 29/11/2010 UCI International Inc Rank Group Ltd 980 Cash Pending
DIV 29/11/2010 Oil & Natural Gas Properties/Canada Husky Energy Inc Exxon Mobil Corp 842.23 Cash Pending
www.corporatefinancingweek.com 11
Corporate Financing Week www.corporatefinancingweek.com December 06 2010
• Investors To Continue Flocking To Junk Bonds In Short Term: With credit markets offering an attractive alternative to equi-
ties, and with high-yield gathering steam, an opportunity has presented itself for risk-hungry investors seeking a higher yield
from their investments.