bloggingbuyouts

BCE Inc. (NYSE: BCE), Canada's largest telecommunications company, announced on June 30, 2007, that it agreed to be acquired by an investment arm of Ontario Teachers' Pension Plan, Providence Equity Partners and Madison Dearborn Partners for an announced deal price of $42.75 per share. The Federal Communications Commissions cleared the deal on Dec. 20.

RBC Capital says, "Financial results were in-line with expectations . . . there was nothing in the release that should worry investors in the context of the pending privatization." BCE June option implied volatility of 53 is above its 26-week average of 34 according to Track Data, suggesting larger movement.

M&A Update is provided by Stock Specialist Paul Foster of theflyonthewall.com.

BCE Inc. (NYSE: BCE) is recently down 80 cents to $35.26.

BCE, Canada's largest telecommunications company, announced on June 30, 2007, that it agreed to be acquired by an investment arm of Ontario Teachers Pension, Providence Partners and Madison Dearborn Partners for an announced deal price of $42.75 per share. The Federal Communications Commissions cleared the deal on Dec. 20.

BMO Capital Markets says, "we reiterate our view that BCE stock could trade down to $27 should the deal break and trade in the $30 range on a seasoned basis." BCE May option implied volatility of 48 is above its 26-week average of 31 according to Track Data, suggesting larger movement.

M&A Update is provided by Stock Specialist Paul Foster of theflyonthewall.com.

BCE Inc. (NYSE: BCE), Canada's largest telecommunications company, announced on June 30, 2007, that it agreed to be acquired by an investment arm of Ontario Teachers Pension, Providence Equity Partners and Madison Dearborn Partners for an announced deal price of $42.75 per share.

BCE closed at $36.23. The Canadian Radio-television and Telecommunications Commission has scheduled a Feb. 25 hearing to examine the deal. The Federal Communications Commissions cleared the deal on Dec. 20. BCE over all option implied volatility of 44 is above its 26-week average of 22 according to Track Data, suggesting larger movement.

M&A Update is provided by Stock Specialist Paul Foster of theflyonthewall.com.

BCE Inc. (NYSE: BCE), Canada's largest telecommunications company, announced on June 30, 2007, that it agreed to be acquired by an investment arm of Ontario Teachers Pension, Providence Equity Partners and Madison Dearborn Partners for an announced deal price of $42.75 per share. The deal is expected to close in Q1 of 2008.

Yesterday, BCE stock closed at $37.41 per share. BMO Capital says, "we believe the deal will close as intended." BMOC also says, "the stock could trade down to the $27-30 range in the event the deal were canceled."

BCE over all option implied volatility of 36 is above its 26-week average of 20 according to Track Data, suggesting larger risk.

M&A Update is provided by Stock Specialist Paul Foster of theflyonthewall.com.

BCE Inc. (NYSE: BCE), Canada's largest telecommunications company, announced on June 30, 2007, it agreed to be acquired by an investment arm of Ontario Teachers Pension, Providence Equity Partners and Madison Dearborn Partners for an announced deal price of $42.75 per share. The deal is expected to close in Q1 of 2008. The Deal said on December 17 that the deal is "awaiting regulatory approvals; apparently on course." BCE closed at $39.17. BCE over all option implied volatility of 26 is above its 26-week average of 18 according to Track Data, suggesting larger risk.

Options Update is provided by Stock Specialist Paul Foster of theflyonthewall.com.

BCE Inc. (NYSE: BCE), Canada's largest telecommunications company, announced on June 30 that it agreed to be acquired by an investment arm of Ontario Teachers Pension, Providence Partners and Madison Dearborn Partners for an announced deal price of $42.75 per share. The deal is expected to close in Q1 of 2008. BCE closed at $39.12. BCE March option implied volatility of 21 is above its 26-week average of 16 according to Track Data, suggesting larger risk.

Clear Channel Communications (NYSE: CCU) closed at $35.30. Thomas H. Lee Partners and Bain Capital are expected to close on their $39.20 cash bid for CCU in early 2008. CCU option implied volatility of 35 is above its 26-week average of 19 according to Track Data, suggesting larger risk.

Daily M&A Update is provided by Stock Specialist Paul Foster of theflyonthewall.com.

One of the more depraved sagas in our nation's long and pathetic history of corporate governance has come to a close.

Topps (NYSE: TOPP), a maker of sports cards and candy, says that shareholders have approved a $9.75 per share offer from Madison Dearborn Partners and Tornante, a private equity firm controlled by Michael Eisner.

Upper Deck had offered $10.75 per share in a hostile offer, but finally withdrew the offer last month, saying the following:

...roadblocks have been created by Topps as part of a deliberate effort to discredit UD (both publicly and internally with the Topps employees upon whom UD would need to rely post-closing of this acquisition), defeat UD's offer, and justify entrenched management's continued shameless support of the less favorable Tornante/Madison Dearborn transaction. It is now abundantly clear that Topps will attempt to impede any and all reasonable efforts to consummate the UD merger, which thus cannot possibly be consummated under the current circumstances...

Although relatively small in size, the Topps buyout presented as much drama as any recent takeover battle. The company had been underperforming for years, had several angry activist hedge funds pushing for chance. When it accepted the offer from Tornante, it insisted that it was in the best interests of shareholders -- in fact it was better than offer that was more than 10% better!

Then Topps forgot to disclose that, oh, by the way, the CEO would get to stay on as a consultant newly-private company, although many shareholders had been calling for their heads for years. After a judge chastised them, they disclosed the conflict of interest in an 8-K filing.

Someday, Topps will be a Harvard Business School case study on incompetent management and bad corporate governance.

Three proxy advisers have now spoken out against the $9.75 private equity offer for Topps Company Inc (NASDAQ: TOPP). What an ugly mess this has become -- playing out much more like a soap opera than a day at the ballpark. Let's review:

• In March, Topps gets an offer to be acquired for $9.75 a share from an investment group led by Michael Eisner's Tornante Co. and Madison Dearborn Partners.
• Topps agrees to the offer.
• In May, Upper Deck steps to the plate with a $10.75 a share counter offer.
• Yesterday, Upper Deck withdraws its offer based on "flawed" negotiations from Topps.
• Topps files with the SEC today, saying Upper Deck misled the company with its offer.

Topps is now due to vote on the original offer from the investment group, but three proxy adviser firms -- Proxy Governance, Institutional Shareholder Services and Glass Lewis & Co, have all recommended rejecting the deal.

Wedbush Morgan said in June that they believe Topps shares are worth between $11.50 a $12.00. With that in mind, along with the proxy firms' lack of support, the chances of this deal getting done for under $10 a share are not looking realistic.

In a letter sent to its stockholders, trading card and dusty bubble gum giant Topps Inc. (NASDAQ: TOPP) is recommending its shares' owners approve a $385 million buyout bid from Madison Dearborn Partners and financier Tornante Co., run by former Disney (NYSE: DIS) head Michael Eisner.

Shareholders likely have some immediate and obvious concerns. For starters, the Tornante/Madison Dearborn offer pays $9.75 per share -- a quarter less than today's closing price of $10 even (TOPP spent most of Friday's session higher before turning down in midafternoon, closing 13 cents lower).

What's worse, the recommended deal is $1 less than an outstanding bid from privately-held rival Upper Deck. In today's letter, Topps explains:

"...the Company and its representatives continue to negotiate with the Upper Deck Company to see if a consensual transaction can be reached with respect to its $10.75 Tender Offer. However, in spite of the Board's best efforts, we have not reached a consensual transaction with Upper Deck to date..."

As BloggingBuyouts' Zac Bissonnette has noted earlier, Topps management's hangup with the Upper Deck bid is that the offer does not guarantee they'll keep their jobs -- an upside to the Eisner bid that Topps fails to mention to shareholders.

In fact, it seems Topps has failed to mention a lot to its shareholders, or so The Committee To Enhance Topps claims. The committee is comprised primarily of Delaware-based Crescendo Partners and its personnel, who collectively own about 7% of outstanding TOPP shares. Its SEC filing yesterday summarizes the multiple class-action suits against Topps and its directors, accusing the board of "'half-truths' and misleading disclosure" in its proxy statements.

"Do NOT gamble with your investment in Topps," Topps instructs shareholders, urgently noting that the Tornante/Madison Dearborn deal is in the can, just waiting to be approved. Topps shareholders vote on the deal August 30 -- will they play the safe bet?

CDW Computer Centers (NASDAQ: CDWC) volatility Flat as Arbitrage spread widens. CDWC is recently down 47 cents to $83.31. CDWC, a direct marketer of multi-brand information technology products and services, agreed to be acquired by Madison Dearborn for $7.3 billion cash, or $87.75 on May 30. CDWC September option implied volatility of 9 is near its 10-week average according to Track Data, suggesting flat risk.

TXU Corp (NYSE: TXU) volatility Elevated as Arbitrage spread widens. TXU, manager of a portfolio of energy business in Texas, is recently down $1.57 to $61.96. KKR & Texas Pacific announced in February the acquisition of TXU for $69.25. The deal is expected to close by year's end. TXU October option implied volatility of 30 is above its 23-week average of 13 according to Track Data, suggests large price fluctuation risk.

Nuveen Investments (NYSE: JNC) volatility at 18 into expected Autumn deal close. JNC, a provider of diversified investment services to institutional and high-net-worth investors, is recently down 80 cents to $60.40. Madison Dearborn Partners announced on June 19 the acquisition of JNC for $65 cash. JNC shareholders will meet on September 18 to vote on the proposed acquisition. JNC overall option implied volatility of 17 is near its 7-week average of 15 according to Track Data, suggesting flat risk.

Daily M&A Update is provided by Stock Specialist Paul Foster of theflyonthewall.com.

Upper Deck has advised Topps (NASDAQ: TOPP) that the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 has expired with no request for additional information, satisfying one of the conditions of Upper Deck's tender offer for the company.

According to a press release put out by Topps:

Topps noted that it continues to negotiate with Upper Deck to see if a consensual transaction can be reached. Topps cautions, however, that there can be no assurance that a transaction will be reached with Upper Deck. The Topps Board has not withdrawn or amended its recommendation with respect to the merger agreement with The Tornante Company and Madison Dearborn Partners.

Topps is recommending that its shareholders accept the $9.75 bid from Tornante and Madison Dearborn when a $10.75 offer is on the table and the stock is currently trading at $10.14. I suppose that next we will hear the Topps is advising its shareholders to hand in their $10 bills for a five and four ones.

As I've written before on BloggingStocks, the management and board at Topps is looking more and more like a complete disgrace to corporate governance. The current management team has a deal in place allowing them to keep their jobs if Madison Dearborn and Tornante acquire the company, although most shareholders would agree that their leadership has been pathetic.

For more of my coverage of the battle for Topps, check out:

Will Eisner and Co. Collect Topps?

Upper Deck Gets Hostile in Pursuit of Topps

CDW Corp. (NYSE: CDWC) -- volatility Flat as Arbitrage spread widens. CDWC is recently down $0.97 to $83.86. CDWC, a direct marketer of multi-brand information technology product and services, agreed to be acquired by Madison Dearborn for $7.3 billion cash or $87.75 on 5/30/07. CDWC September option implied volatility of 11 is near its 8-week average according to Track Data, suggesting flat risk.

Biomet Inc. (NASDAQ: BMET) -- volatility Flat into expected October close. BMET a designer, manufacturer and marketer of joint replacement products is recently trading at $45.05. A consortium including Blackstone Group (NYSE: BX), Goldman Sachs Group (NYSE: GS) and Kohlberg Kravis Roberts is expected to close on its purchase of BMET for $45.50 a share in cash in late October of 2007. BMET overall option implied volatility is at 14 is near its 26-week average according to Track Data, suggesting flat price risk.

Huntsman Corp. (NYSE: HUN) -- volatility increases as credit market liquidity tightens. HUN a large chemical company, controlled by private equity investors David Matlin and Jon Huntsman, received a bid from Apollo Management for $28 cash on 7/9/07. The deal is expected to close in the summer of 2008. HUN is recently down $0.65 to $24.91. HUN January option implied volatility of 18 is above its 3-week average of 14 according to Track Data, suggesting larger price fluctuations.

Daily M&A Update is provided by Stock Specialist Paul Foster of theflyonthewall.com.

The saga of the Topps (NASDAQ: TOPP) buyout has dragged on far longer than anyone could have predicted. When the trading card company agreed to be acquired by Madison Dearborn Partners and Michael Eisner's The Tornante Company for $9.75 per share, BloggingStocks' Tom Taulli wrote that Topps had hit a single. He wasn't the only one who was less than enthused about the buyout. Several dissident Topps directors voted against the deal, and Topps responded by barring them from the go-shop process. Then Upper Deck made an offer of $10.75, and Topps rejected it, saying that Upper Deck didn't have financing and that the proposal had antitrust concerns. Upper Deck responded with a hostile tender offer.

Given the size of the buyout -- less than $420 million -- the deal has generated a lot of buzz. Perhaps it's that so many of us covering the deal have nostalgic memories of collecting our baseball heroes. But the level of rhetoric and the amount of back and forth has also made the deal interesting.

It's hard to know exactly how this will end -- will Eisner & co. raise their bid? The matter has ended up in court with a judge chastising Eisner and Topps with good reason -- the company forgot to tell shareholders that Eisner had agreed to keep the much-maligned current management team in place after the buyout.

BusinessWeek's Ronald Glover takes an interesting look at Michael Eisner's role in this whole mess, referring to him as the "drive-by victim of what's fast becoming a shareholder circus".

At this point, I would say that Upper Deck looks like the favorite to go home with Topps. The shares are trading at $10.59, indicating that shareholders are confident it won't go for the original $9.75 offer. The small spread between the current price and Upper Deck's offer indicates that investors believe an even higher offer could emerge.

The BusinessWeek piece cites sources who say that Eisner is unlikely to raise his offer, but it might be a mistake to count him out just yet.

As for his show on CNBC, I think you probably can count that one out. He's no Larry King, although King was recently a guest on the show.

It's been a long process, but there's finally a deal. BCE (NYSE: BCE), which is the largest telecom company in Canada, has agreed to a $48.82 billion deal. The buyers include the Ontario Teachers Pension Plan, Providence Equity Partners, and Madison Dearborn Partners.

And, yes, it's the biggest buyout in Canada's history. It's even bigger than the TXU (NYSE: TXU) deal.

The transaction involved several other potential suitors, such as KKR and Cerberus Capital.

Because of increased competition and slower growth, BCE was ripe for a buyout. It also helps that the company has juicy cash flows.

So, by being a private company, BCE will have more leeway in making some key operational changes (such as layoffs and spin-offs).

The biggest winners are BCE's shareholders. After all, since late March, the shares have surged about 40%.

Tom Taulli is the author of various books, including the Complete M&A Handbook and the EDGAR-Online Guide to Decoding Financial Statements.

When BloggingStocks's Tom Taulli wrote that Topps (NASDAQ: TOPP) had hit a single with its agreement to be acquired by Madison Dearborn Partners and The Tornante Company, he realized a problem with the proposed buyout that has come to irritate many of the company's largest shareholders. The $9.75 per share offer wasn't much of a premium to the current share price, and left the company's long-term shareholders with a return on investment that was mediocre at best.

Then a grey knight arrived on the scene. Competitor Upper Deck came forward with an offer of $10.75 per share, but Topps rejected the offer, saying that Upper Deck had not demonstrated adequate financing and had failed to offer an adequate break-up fee. Topps also cited anti-trust concerns given that Topps and Upper Deck are the two biggest players in the trading card industry.

Having been spurned by Topps's management, Upper Deck is turning up the heat with a tender offer for all of the company's shares at $10.75 each, a premium of 10.25% to the $9.75 that Topps had previously agreed to be acquired at.

There's sure to be a lot more drama to come and the history of Topps had plenty of drama before this even started. Check out this Wikipedia entry for a nice overview of the company's history.