Notable Mergers and Acquisitions of the Day 06/29: (BUD) (STZ) (ELT) (FSIN)


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June 29, 2012 10:21 AM EDT Send to a Friend
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  • nheuser-Busch InBev (NYSE: BUD) and Grupo Modelo, S.A.B. de C.V. entered into an agreement under which Anheuser-Busch InBev will acquire the remaining stake in Grupo Modelo that it does not already own for USD 9.15 per share in cash in a transaction valued at USD 20.1 billion or MXN 278.6 billion[1]. The combination will be completed through a series of steps that will simplify Grupo Modelo's corporate structure, followed by an all-cash tender offer by AB InBev for all outstanding Grupo Modelo shares. The tender price represents a premium of approximately 30% to the closing price of Grupo Modelo series C shares on June 22, 2012.

    Grupo Modelo's name, identity, heritage and headquarters in Mexico City will be maintained, and the company will continue to have a local board. Carlos Fernandez, Maria Asuncion Aramburuzabala and Valentin Diez Morodo will continue to play an important role on Grupo Modelo's Board of Directors and AB InBev will seek the board's insights and expertise. Two Grupo Modelo board members will join AB InBev's Board of Directors, and they have committed, only upon tender of their shares, to invest USD 1.5 billion of their proceeds from the tender offer into shares of AB InBev to be delivered within five years via a deferred share instrument.

    For more, click here.

  • Elster Group SE (NYSE: ELT) today announced that it has entered into a definitive agreement with Melrose PLC, pursuant to which a wholly-owned subsidiary of Melrose PLC would offer to acquire all outstanding American Depositary Shares of Elster (ADSs, each of which represents one-fourth of one ordinary share of Elster (Share)), for $20.50 per ADS in cash (the ADS Offer Price) and all Shares for $82.00 per Share in cash, representing an aggregate value for all outstanding ADSs and Shares of approximately $2.3 billion.

    The Administrative Board of Elster has unanimously approved the transaction. Elster has been informed by its largest shareholder, Rembrandt Holdings S.A., that Rembrandt has agreed to tender the 17,412,069 Shares owned by it and the 531,025 ADSs owned by its wholly-owned subsidiary (collectively representing approximately 62 percent of the outstanding share capital of Elster) into the offer.

    The transaction will be funded by a fully underwritten rights issue by Melrose that is expected to raise approximately 1.2 billion pounds Sterling as well as by an acquisition tranche of 0.25 billion pounds under a new term and revolving credit facility of Melrose.

    The closing of the tender offer is conditional, among other things, on holders of Shares and ADSs tendering at least 75 percent of the outstanding share capital of Elster, approval of the acquisition of Elster by the shareholders of Melrose at a general meeting, admission of the Melrose rights issue shares to the premium segment of the UK Financial Services Authority's Official List and to trading on the main market of the London Stock Exchange, and clearances by relevant regulatory authorities. The transaction is expected to close in the third quarter of 2012.

  • After the market closed Thursday, Fushi Copperweld, Inc. (Nasdaq: FSIN) entered into an Agreement and Plan of Merger (the "Merger Agreement") with entities affiliated with its Chairman and Co-Chief Executive Officer, Mr. Li Fu, and Abax Global Capital (Hong Kong) Limited, at a price of $9.50 per share in cash.

    Under the terms of the Merger Agreement, each share of the Company's common stock that is issued and outstanding immediately prior to the effective time of the merger will be converted into the right to receive $9.50 in cash without interest, except for shares owned by Mr. Fu, Abax and their respective affiliates, who currently beneficially own an aggregate of approximately 29.4% of the Company's outstanding shares.

    The Company's Board of Directors, acting upon the unanimous recommendation of the Special Committee of the Board of Directors, which is comprised solely of independent and disinterested directors, approved and adopted the Merger Agreement and recommends that the Company's shareholders vote to approve the Merger Agreement.

    The merger is subject to approval of the Merger Agreement by the Company's shareholders (including the approval of the holders of at least 60% of the outstanding Fushi shares not owned by Mr. Fu, Abax and their respective affiliates) and other customary closing conditions. The Company will schedule a special meeting of shareholders for the purpose of voting on the approval of the Merger Agreement. The transaction is currently expected to close in the fourth quarter of 2012. If completed, the merger will result in the Company becoming a privately-held company, and its common stock will no longer be listed on any public market.

    BofA Merrill Lynch is serving as financial advisor to the Special Committee. Deutsche Bank is serving as financial advisor to Mr. Fu and Abax. Gibson, Dunn & Crutcher LLP is serving as legal advisor to the Special Committee. Loeb & Loeb LLP is serving as legal advisor to the Company. Skadden, Arps, Slate, Meagher & Flom is serving as legal advisor to Mr. Fu. Weil, Gotshal & Manges LLP is serving as legal advisor to Abax.

  • Constellation Brands (NYSE: STZ) has signed a definitive agreement with Anheuser-Busch InBev SA/NV to purchase the remaining 50 percent interest in Crown Imports LLC as AB InBev completes its proposed acquisition of Modelo. The purchase price is $1.85 billion and represents 50 percent of a multiple of approximately 8.5 times Crown's EBIT. The transaction, which is subject to regulatory approval, is expected to close during the first quarter of calendar 2013.

    Under the terms of the transaction, Constellation Brands and Crown will have complete, independent control of distribution, marketing and pricing for all Modelo brands in the U.S., while AB InBev will ensure continuity of supply, quality of products and the ability to introduce innovations. The new importation agreement will be perpetual and provides AB InBev with the right, but not the obligation, to exercise a call option every 10 years, subject to regulatory approval, at a multiple of 13 times Crown's EBIT from the Modelo brands.
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