May 3, 2024

DealBook: Two of Greece’s Biggest Banks Plan to Merge

Greek bank shares climbed on Monday on news of a merger between Eurobank and Alpha Bank.John Kolesidis/ReutersGreek bank shares climbed on Monday on news of a merger between Eurobank and Alpha Bank.

5:11 p.m. | Updated

Two of Greece’s biggest lenders, Alpha Bank and Eurobank, announced plans on Monday to merge, a deal that could help increase confidence in the country’s beleaguered economy.

The combination, which will create the largest lender in Greece, with total assets of 146 billion euros, or $212 billion, comes as the International Monetary Fund completes its latest review of the country’s financial system and the broader economy.

Investors saw the deal as a positive sign for a group hobbled by the sovereign debt crisis. The stocks of Alpha Bank and Eurobank jumped roughly 30 percent on Monday, spurring shares of other financial firms higher.

“I am confident that the new combined entity will act as an important agent for the economic development of the country,” Efthymios N. Christodoulou, chairman of Eurobank, said in a statement. “It is also well placed not only to withstand the current economic turbulence but also to create new opportunities and play a pivotal role in the future growth of the region.”

Greek banks, which own large swaths of the country’s troubled bonds, have been at the center of the sovereign debt crisis. As those securities essentially proved worthless, foreign investors balked at lending to Greek financial firms. Lacking that critical source of funding, banks pulled back and credit tightened, worsening the problems in the economy.

By merging, Alpha Bank and Eurobank are looking to strengthen their capital positions and gain necessary heft to weather the crisis. The deal will help bolster the combined bank’s overall capital position, eventually increasing the buffer to 14 percent. It also signals renewed foreign interest, with the main shareholders including Paramount Services Holding, owned by a prominent family in Qatar.

“This initiative shows that today’s crisis can be an opportunity for structural moves that boost both the financial sector and the real economy,” the Greek finance minister, Evangelos Venizelos, said in a statement on Monday, according to Reuters. “Qatar’s participation sends an international message of confidence in the prospects of the Greek economy.”

The deal, which is still subject to approval by regulators, is expected to be completed in mid-December. Citigroup and JPMorgan Chase served as financial advisers to Alpha Bank, while Eurobank worked with Barclays Capital, Goldman Sachs and Rothschild.

Article source: http://feeds.nytimes.com/click.phdo?i=6edd51a102728a5f54f83503a1d9c00e

DealBook: Ralcorp Rejects ConAgra’s Sweetened $5.2 Billion Bid

Ralcorp plans to spin off Post Cereals as it seeks to fend off ConAgra.Paul Sakuma/Associated PressRalcorp plans to spin off Post Cereals as it seeks to fend off ConAgra.

8:40 p.m. | Updated

Ralcorp Holdings said late Friday that its board had rejected a sweetened $5.2 billion takeover bid from ConAgra Foods, insisting instead that its plan to spin off its Post Cereals unit offers shareholders greater value.

The move again raised the possibility that ConAgra may finally turn its bid hostile, having now been rebuffed by Ralcorp three times.

In a statement, Ralcorp said it had received a letter on Thursday from ConAgra, proposing a new offer valued at $94 a share in cash. That is up from ConAgra’s last bid of $86 a share.

In the letter, ConAgra wrote that it was hoping to reach a friendly deal despite having been turned down twice, according to a person briefed on its contents. The latest offer topped Ralcorp’s highest closing price this year of $91.35.

But Ralcorp’s board determined that it preferred its current plan to spin off Post, the maker of Honey Bunches of Oats, Grape-Nuts and Cocoa Pebbles, saying this would create more value for shareholders.

“We are firmly committed to this plan and therefore, we have unanimously determined that we have nothing further to discuss,” William Stiritz, Ralcorp’s chairman, wrote in the letter.

A ConAgra spokesman declined to comment.

ConAgra has sought to bulk up its generic food offerings to help cope with rising commodity prices. Combining with Ralcorp would create a company with $4 billion in private-label sales, or roughly a quarter of revenue.

Ralcorp has said it had been exploring the spinoff of Post for some time, after having bought the business from Kraft Foods for about $1.65 billion in late 2007. But lately it has become the company’s main rejoinder to ConAgra’s bid, as executives emphasized the spinoff’s tax-free benefits to investors.

And Ralcorp has already erected other defenses, including a poison pill that would make an unwanted takeover prohibitively expensive.

Earlier this month, Ralcorp announced that it was buying the Sara Lee Corporation’s North American refrigerated dough business for $545 million, a deal meant to further bolster Ralcorp’s private-brand operations.

Shares of Ralcorp closed on Friday at $79.02, up 21.6 percent in the year to date. They rose in after-hours trading to $85.

Ralcorp is being advised by Credit Suisse and the law firms Wachtell, Lipton, Rosen Katz and Bryan Cave; ConAgra, by Centerview Partners and Bank of America Merrill Lynch.

Article source: http://feeds.nytimes.com/click.phdo?i=7fd0ec0cefa84b3b20af6deab83bd836

DealBook: Alibaba Group to Split Up E-Commerce Site

9:10 p.m. | Updated

SHANGHAI — The Alibaba Group, one of the biggest Internet companies in China, said Thursday that it had decided to split its popular e-commerce site, Taobao.com, into three separate units to promote better growth, dashing investors’ hopes of an imminent public listing of the unit.

The Alibaba Group did, however, raise for the first time the tantalizing prospect that it might go public later.

The split breaks Taobao — a fast-growing online marketplace for consumer goods — into a consumer marketplace like eBay, an online shopping mall of major retailers and internationally known brands, and an Internet search engine focused on e-commerce.

The decision eliminates the possibility that the company’s Taobao unit or any of its three parts will seek an initial public offering soon, said John Spelich, a spokesman for the Alibaba Group.

Many investors had been pressing Alibaba to list the Taobao unit, saying it would probably become one of the most valuable Chinese Internet companies.

Jack Ma, the former English teacher who runs the Alibaba Group, has for years said that a Taobao listing was not imminent and that the unit had to focus on development first. Another Alibaba Group unit, Alibaba.com, was publicly listed in Hong Kong in 2007 and is now valued at $7.5 billion.

But in a letter to employees released Thursday, Mr. Ma said that the company was considering listing the Alibaba Group. Although no timetable was given, and people close to the company said it was unlikely in the next year, it was the first time Mr. Ma had raised the prospect. The American Internet company Yahoo and the SoftBank Group of Japan own most of the Alibaba Group.

“We won’t rule out the possibility of taking Alibaba Group public in the future, as a way to reward our employees and shareholders who support and continue to believe in us,” Mr. Ma said in the letter, which the company posted online.

Wallace Cheung, an Internet analyst at Credit Suisse, said that the reorganization was good for Alibaba.com, which got a new executive, and Taobao, because it created units that were potentially more flexible. But he also said the changes could pose management challenges for the parent company.

The decision was announced as Alibaba and the major shareholders, Yahoo and SoftBank, were trying to resolve a dispute over another Alibaba unit, Alipay, which was transferred to a Chinese company that is majority-owned by Mr. Ma. Alibaba said the transfer had been made to comply with Chinese law about licenses for online payment companies, but Yahoo said it had been done without the board’s approval.

Alibaba is also trying to recover from the resignations of the chief executive and chief operating officer of its Alibaba.com unit in February after an internal fraud investigation. Although the two executives were not involved in the fraud, they took responsibility for misdeeds by some employees in the unit.

The company said about 100 employees had allowed bogus companies in China to register and sell products on Alibaba.com’s international Web site as “gold suppliers,” meaning reliable. Instead, those companies were taking orders for goods, accepting payments and then closing their operations and escaping with the money.

Article source: http://feeds.nytimes.com/click.phdo?i=092a3703f734b7b9c0e7293ef60f6cd6

DealBook: Two Specialty Insurers to Merge in $3.2 Billion Deal

Two insurers, Transatlantic Holdings and Allied World Assurance, said on Sunday that they plan to combine in a $3.2 billion merger that will create a big provider of specialty insurance and reinsurance. 

The deal will give Transatlantic, previously a reinsurance unit of the American International Group, more exposure to international business and specialty products like product and environmental liability policies.

Under the terms of the deal, Transatlantic shareholders will receive .88 Allied shares for each of their holdings, or about $51.10 at Friday’s closing price. That represents a nearly 16 percent premium. 

The combined company will be called TransAllied Group Holdings, but will sell products through the Transatlantic and Allied World Insurance brands. 

Though billed as a merger of equals, Transatlantic shareholders will own about 58 percent of the combined company. 

Scott Carmilani, Allied’s chairman and chief executive, will become TransAllied’s chief executive and will gain a seat on the 11-member board. Richard Press, Transatlantic’s nonexecutive chairman, will become the nonexecutive chairman of TransAllied for a year after the deal closes, while Transatlantic’s chief executive, Robert Orlich, will retire. 

Mike Sapnar, Transatlantic’s chief operating officer, will become president and the chief executive of TransAllied’s global reinsurance operations, and will also become a director. 

The deal is expected to close in the fourth quarter this year, pending approval by the shareholders of both companies. 

Founded in 1986 as Preinco Holdings, Transatlantic gained its full independence when A.I.G. divested its remaining stake in the reinsurer to help pay for its government bailout. Transatlantic is based in New York City and has 640 employees.

Shares in the company have fallen about 3 percent over the last 12 months.

Founded in 2001, Allied is based in Zug, Switzerland and has 686 employees. Its share price has risen 31 percent over the last 12 months.

Transatlantic was advised by Goldman Sachs, Moelis Company and the law firms Gibson Dunn Crutcher and Lenz Staehelin. Allied was advised by Deutsche Bank and the law firms Willkie Farr Gallagher and Baker McKenzie. 

Article source: http://feeds.nytimes.com/click.phdo?i=2038cb767d9984a07c6b23a36b5b004b

DealBook: Breaking Up Morgan Stanley

Morgan StanleyMark Lennihan/Associated Press

Analyst Brad Hintz has a solution for Morgan Stanley’s flailing stock price: Send the company to the chop shop.

In a report titled “Is The Firm Worth More Dead or Alive,” Mr. Hintz of Sanford C. Bernstein Company, concludes that breaking up the company could unlock its value.

“Investors have grown impatient with the performance of Morgan Stanley,” he wrote in a report released this morning. “To be sure our analysis is not an endorsement of Morgan Stanley dismantling its institutional trading operation, but makes an illustrative point that the market is overly discounting the firm’s inherent value.”

Shares of Morgan Stanley, which was badly bruised during the financial crisis, have taken a beating. The stock is currently trading below $23 a share, down from more than $30 earlier this year.

The firm’s chief executive, James P. Gorman, has made a number of fixes to the business. But the stock continues to languish as investors fret about the growth prospects of Morgan Stanley and the broader financial services sector.

So Mr. Hintz decided to break up the company and see what the parts were worth.

The company, he wrote, could liquidate its capital markets operation and pay a big one-time dividend of $8.66 to shareholders. The big three remaining businesses, its merger and advisery franchise, asset management and wealth management would be worth $31.47 a share, almost 30 percent higher than where the stock is currently trading.

In short, he thinks the stock may offer a good value at the current level.

“While the firm undoubtedly has its share of challenges, we believe current valuations offer an attractive entry point for long-term, value oriented investors,” he wrote.

Article source: http://feeds.nytimes.com/click.phdo?i=16c735ba744f84716af845c5ff2b1fb4

DealBook: Nasdaq and ICE Drop Offer for NYSE Euronext

The Nasdaq OMX Group and IntercontinentalExchange announced on Monday they were withdrawing their bid for NYSE Euronext, after antitrust regulators said the deal would not gain the necessary approvals.

“We took the decision to withdraw our offer when it became clear that we would not be successful in securing regulatory approval for our proposal despite offering a variety of substantial remedies,” the Nasdaq chief executive, Robert Greifeld, said in a statement.

Nasdaq and ICE spent weeks on an unsolicited takeover effort that got heated at times.

In April, Nasdaq and ICE made an $11.3 billion takeover offer for the owner of the Big Board, topping a $10 billion friendly merger agreement with Deutsche Börse arranged in February.

But NYSE Euronext remained committed to its deal with the owner of the Frankfurt exchange, twice rejecting the rival bidders. The NYSE said that it worried a deal with the United States exchange operators would not clear regulatory hurdles and that it would necessitate unreasonable amounts of debt.

“Breaking up NYSE Euronext, burdening the pieces with high levels of debt and destroying its invaluable human capital would be a strategic mistake in terms of where the global markets are going, and is clearly not in the best interests of our shareholders,” the NYSE Euronext chairman, Jan-Michiel Hessels, said in a statement in April. “The highly conditional break-up proposal from Nasdaq/ICE would also require shareholders to shoulder unacceptable execution risk.”

Even so, Nasdaq and ICE pushed forward. Earlier this month, they vowed to take the offer directly to NYSE shareholders. On May 9, the two exchange operators issued a letter to NYSE investors, saying the board had failed to provide all of the facts to make an “informed decision” about the deal with Deutsche Börse.

“NYSE Euronext’s actions reflect corporate governance at its worst and falls far short of the governance standards they recommend for listed companies,” Nasdaq and ICE wrote.

Now, after discussions with the Justice Department’s antitrust division, the companies are pulling their offer for NYSE. Nasdaq and ICE said they had tried to assuage regulators’ concerns, in part by offering to sell off certain businesses, but it was not enough.

“We have said from the beginning that NYSE Euronext shareholders should not be forced to vote on their combination with Deutsche Börse while antitrust concerns continued to exist in both the U.S. and the E.U.,” Mr. Greifeld said in a statement. “While we are surprised and disappointed in the Antitrust Division’s conclusion, some of the uncertainty, at least as it relates to our joint proposal, has been resolved.”

Nasdaq and ICE have a mixed deal-making record. Nasdaq tried and failed to buy the London Stock Exchange, while ICE lost out to the CME Group in a battle to acquire the Chicago Board of Trade.

On Monday, shares of Nasdaq were down 2.27 percent in premarket trading.

Article source: http://dealbook.nytimes.com/2011/05/16/nasdaq-and-ice-pull-offer-for-nyse-euronext/?partner=rss&emc=rss

Letters: A Curve Isn’t the Cure

Opinion »

Op-Ed: Let Shareholders Decide

Shareholders, not self-interested corporate managers, should decide policies on corporate political contributions.

Article source: http://feeds.nytimes.com/click.phdo?i=d4323d55aa34afc915fddd917dbe70b9

Letters: A Third Factor on the Economy

Opinion »

Op-Ed: Let Shareholders Decide

Shareholders, not self-interested corporate managers, should decide policies on corporate political contributions.

Article source: http://feeds.nytimes.com/click.phdo?i=bdca8fda5d52f1ff4fc99906759e192d