MnA

Room for Emerging Players in Investment Banking - The Little Known Banks Advising Sprint-Virgin Mobile

Research Reloaded: 

/Damaged reputations for the big boys might be opening up more opportunity for the smaller players. We hope so. The big brands were shown to be just B-level ideas with A-level marketing, or even worse when it came to Fixed Income... nice to see some space opened up for tiny upstarts. Note one of the tiny firms was started by a former Deutsche M&A head./

Who are these guys anyway?

With a few exceptions, Sprint Nextel’s acquisition of Virgin Mobile USA involved a cast of advisers that aren’t household names in the M&A world.

Sprint Nextel was advised by Wells Fargo Securities, which didn’t crack the top 30 on Dealogic’s rankings of investment banks by announced U.S. deal volume through July 21. Most of Wells Fargo Securities’s investment bankers come from Wachovia, which Wells acquired last year.

Two little known firms, Foros Advisors LLC and Colonnade Advisors LLC, provided a fairness opinion for Virgin Mobile.

Bing Wins Eye-Tracking Study vs. Google

For those interested in the search engine wars, particularly Bing vs. Google, then you might be interested in a recent usability study done by Catalyst in New York. While they used a statistically insignificant sample size of only 12 people (all who had been Google users beforehand), they did come out with some interesting anecdotal data.

First of all, 4 out of 12 actually said they preferred Bing, with the remaining 8 preferring Google, but apparently because Google was the search engine they were familiar with. Second of all, Bing was actually preferred on most metrics, with Google winning out simply because of familiarity. In terms of search relevance the two engines appear to have tied. Catalyst also studied which parts of the page caught users' attention and found that Bing appeared to get much more eye-time right where one would presumably want it, over the top search results.

Sanofi's M&A Rumors, Amgen's Better Than Expected Portfolio Outlook

The WSJ deal blog has discussed circulating rumors in regards to Sanofi Aventis (SA) making potential acquisitions, and including Bristol Meyes (BMY), Allergan (AGN), and Amgen (AMGN) in the mix of contenders. In regards to Allergan and Amgen in particular, now might be one of the cheaper times to pick them up, as per BNET Pharma, given their current near-term difficulties. Allergan is facing reduced demand for its vanity-based products such as Botox while Amgen is awaiting a hopeful approval for cancer Denosumab (October 19th, 2009) as a lone near-term savior for its maturing drug portfolio. For Sanofi it is a bit tricky, if indeed AMGN is on the radar, since if they wait for the Denosumab results, they could see AMGN shares become much more expensive. But of course if they buy ahead, then the results could be negative. This is the dilemma facing all AMGN investors right now.

But even if Denosumab doesn't pan out, I actually believe fears regarding AMGN's maturing portfolio are overdone. For biologics (biotech drugs), the generics threat will be no where near what it is for standard pharmaceuticals. It's just too hard to replicate biologics, thus requires sizeable up-front investment and manufacturing know-how, as was the result of the FTC's excellent report on the biotech industry. Highlights of this report below. (FOB's are the generic producers, pioneers are the originals like AMGN)

Consolidation looms as Paris Air Show opens

Research Reloaded: 

 

Tough times for Aerospace could lead to industry consolidation by larger players such as Boeing (BA) and Airbus.


 

The Paris Air Show got going Monday with the usual fanfare, but the outlook for the aerospace industry isn't bright, as The Deal Pipeline readers are aware.

In a Q&A based on a new report, Philip Toy, managing director and co-leader of global aerospace and defense practice at advisory firm AlixPartners LLC, foresees an extended slump cutting into the profitability of top-tier original equipment manufacturers and potentially crippling smaller suppliers. It's a theme picked up in a Monday Wall Street Journal piece about the difficulties Boeing Co. (NYSE:BA) may face in its defense business.

From: 
Corporate Dealmaker

Parlez vous ‘Deal’? Sanofi-Aventis’ Big Takeover Rumors

Research Reloaded: 

More M&A potential in the pharma space involving Sanofi Aventis (SA) and potentially Bristol-Meyers (BMY), Biogen (BIIB), or Allergan (AGN).


 

Is there another mega pharma deal in the works? A recent report in the French business newspaper Les Echos is sparking speculation that Sanofi-Aventis is on the hunt. The newspaper recently said Sanofi’s new chief executive, Chris Viehbacher, was working on a big, possibly hostile takeover of a U.S. company that would have cost tens of billions of dollars.

In the end, the deal was deemed too risky by Sanofi’s largest shareholders, which include Total SA and L’Oreal, according to the June 11 Les Echos report.

Some obvious takeover targets include Bristol-Myers Squibb, because the two companies already have an existing partnership developing Plavix, the blood clot medication. Amgen is another possible takeover candidate, because the aging Sanofi could use the biotechnology company to replenish its development pipeline.

From: 
WSJ.com: Deal Journal

Before Merck, Schering Plough Had Another Mysterious Suitor...

Footnoted found some juicy details on the Schering Plough (SGP) and Merck (MRK) deal. Turns out there was another suitor, the mysterious "Company X". To me previous competition adds to the chances that its a done deal. While this isn't an all cash deal, there is still a deal discount which can be decently captured via hedging.

"During the January 9, 2009 Schering-Plough board update, Schering-Plough’s financial advisors noted that another company (“Company X”) potentially had the financial and operational capacity to complete a strategic transaction with Schering-Plough and that, other than Merck, Company X was, in their view, the entity most likely to be interested in and capable of completing a strategic transaction with Schering-Plough. The board determined that it would be appropriate to better understand Company X’s interest before making a determination as to Schering-Plough’s response to the approach by Merck. Accordingly, the board asked Mr. Hassan to contact Company X to understand the interest of Company X and to assess any such interest in light of the approach by Merck."

There’s a lot more about the back and forth between Company X and Schering-Plough that went on during January 2009. Indeed, pages 51-53 of the filing are chock-full of details. On Feb. 5, the negotiations fell apart when the CEO of Company X called Schering-Plough CEO Fred Hassan to say that the company “had determined not to proceed with a proposal at that time.”

Footnoted hypothesizes that Company X might have been Pfizer (PFE) actually, but then perhaps backed away and went with its Wyeth (WYE) acquisition. (Another interesting one to watch) It's too bad the world doesn't have more Footnoted.org's, we could use a 1,000 sites like this.

Sun Arbitrage - The Positive Implications of Negative News

In regards to the current Sun Microsystems (JAVA) risk arbitrage opportunity, (For those who missed it, they're being bought by Oracle (ORCL)), some recent bad news has really opened up the potential spread and this could mean a significant opportunity is ahead.

What happened? Well, Sun recently reported that they may have bribed government officials in an undisclosed foreign country, but that they corrected the situation and are cooperating with related US authorities. Sun shares have softened in response, but the thing is, Oracle already knew about the violation before signing the agreement to buy Sun. So to me this news doesn't change the deal's risk. Oracle knew about it. The only thing that changed is that now we know. But Oracle is who has agreed to buy Sun at $9.5, not us.

Sun Microsystems Inc. may have broken anti-bribery laws with its actions in an unspecified location outside the United States, a revelation that would-be acquirer Oracle Corp. knew about before inking its $7.4 billion takeover deal.

Nevertheless, a second piece of negative news vis-a-vis the deal has also come out and to me the implications of this news are a bit more complex:

Sun Microsystems Inc. is facing three class-action complaints from shareholders seeking to block the computing giant's planned merger with Oracle Corp., the tech company disclosed Friday.

The first knee-jerk reaction I had was "are these dissident shareholders crazy?" Given that JAVA has 52-week lows of $2.6, balking at Oracle's $9.5 seems a bit blind to reality, even if Oracle is getting a good deal in the long term. Without Oracle's offer, JAVA could be back to the $6 range or worse. But thinking a bit further, putting on a more practical thinking cap, this "bad" news might actually be helpful for potential arbs, since it has opened up an even wider spread for the trade.

Sun M&A - An Early 3Q09 Close Would Be Good for Arbs

While currently estimating a successful close of the Sun (JAVA) and Oracle (ORCL) deal by end-August, I noticed that WSJ's Dealogic listed 2Q09 as an expected date for the deal. If by this they mean Oracle makes the purchase by say end-July (we add a month to the end of 2Q09), then Sun at $9.15 would imply a 14.7% IRR. Not bad for a deal which looks pretty solid. If indeed the deal drags on beyond that, then the IRR's fall from there, though would still be near 9% if in the end we have an end-September close. Transaction costs would need to be considered as well.

At the very least, both deal completion expectations and small Sun share price movements will be very much worth watching in the weeks ahead. For example, if Sun shares drop to $9 on market volatility, then the end September IRR below would rise to 13%. On the other hand, an extended regulatory inquiry could delay things substantially and drag down potential returns, though it seems like Oracle-Sun doesn't generate the outright anti-trust risk that Oracle-IBM might have so at this stage I don't see regulatory issues as a potential deal breaker for Sun-Oracle. Updated Sun Arb metrics below. As a voluntary disclosure, I do not directly own any Sun or Oracle shares, just observing for now.

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