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.

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.

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

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.

Back in 1898, John Nuveen started the firm Nuveen Investments (NYSE: JNC) to trade municipal bonds. It was a smart move. Now, the firm is a big player in the asset management space, with about $165 billion in assets under management.

Well, soon Nuveen will no longer be a public company. It announced today that private equity firm Madison Dearborn Partners LLC has agreed to a $5.42 billion buyout.

Interestingly enough, Nuveen wants to do the transaction so as to have more flexibility in pursuing its long-term growth goals. After all, it can be distracting to deal with the mind-numbing regulations of Sarbanes-Oxley and also the quarter-by-quarter pressures of Wall Street analysts.

No doubt, Nuveen's business is growing nicely. In fiscal Q1, net income increased 17% to $52.3 million.

On the news of the deal, shares of Nuveen spiked 17.15% to $63.45. The current buyout bid is $65.

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

As rumored for some time, the satellite operator Intelsat Ltd. has been on sale. And today we know who the new owner is: BC Partners, a top European private equity firm.

The price tag? It's about $5 billion. Although if you add on the debt load (from a prior private equity deal), the amount comes to about $11.5 billion.

Interestingly enough, there were a number of strategic parties that wanted to buy Intelsat, such as EchoStar Communications. Yet with dirt cheap debt markets, the private equity folks were able to put together higher bids.

Actually, it was back in 2004 that Intelsat entered a buyout deal -- for about $3.1 billion. A year later, the firm purchased PanAmSat.

Basically, private equity firms like the rich cash flows of satellite companies. Also, the barriers to entry are considerable.

However the existing owners of Intelsat -- which include Apax Partners, Apollo Management, Madison Dearborn Partners, Permira -- will keep a minority stake. After all, in light of the growth in digital media and HD television, it's probably a good bet that Intelsat still has growth potential.

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