Notable Mergers and Acquisitions of the Day 11/26: BCE, EXC/NRG, FNF/LFG

November 26, 2008 10:22 AM EST

• Shares of BCE (NYSE: BCE) are down 39% today after the company announced it has received a preliminary view from KPMG that, based on current market conditions, its analysis to date and the amount of indebtedness involved in the LBO financing, it does not expect to be in a position to deliver on the scheduled effective date of BCE's privatization, December 11, 2008, an opinion that BCE would meet the solvency tests as defined in the definitive agreement, as amended. The receipt at the effective time of a positive solvency opinion is a condition to the closing of the transaction.
  
  In a statement on the announcement, acquiror BCE Acquisition Inc. said, "The delivery of the solvency opinion is a condition to the completion of the acquisition of BCE. The purchaser has been working closely with BCE to take the actions required by the definitive agreement in connection with the transaction and will continue to fulfill its obligations under the terms of the agreement."
  
  
• Exelon Corporation (NYSE: EXC) issued the following statement in response to NRG Energy, Inc.'s (NYSE: NRG) recommendation that its shareholders not participate in Exelon's exchange offer for all outstanding shares of NRG common stock at a fixed exchange ratio of 0.485 of a share of Exelon common stock for each NRG share.
  
  "In light of NRG's continued refusal to discuss the merits of our offer, the NRG board clearly stands in the way of the opportunity Exelon is offering NRG investors to realize both immediate and long-term value for their shares," said John Rowe, Exelon chairman and CEO. "We are determined to complete our proposed transaction and urge the NRG shareholders to speak strongly and convincingly to the NRG board by tendering their shares pursuant to our offer, which will send a clear message that they want NRG to enter into a definitive agreement to create a company that will deliver substantial value for its investors."
  
  "NRG's response provides no economic alternative to Exelon's offer for NRG shareholders, and, unfortunately, it brings nothing new to the table," Rowe added. "While it remains our hope that the NRG board will negotiate terms and work constructively toward a transaction, we have not seen any inclination by them to do so. Thus, we have gone directly to NRG's owners to give them an opportunity to build a company that we believe will provide them with superior returns on their investment."
  
  Exelon also announced today that J.P. Morgan has joined its team of financial advisors for the proposed acquisition of NRG. The team now consists of Barclays Capital Inc., J.P. Morgan Securities Inc., Lazard Freres & Co. LLC, Loop Capital Markets, LLC, RBS Securities Corporation, and UBS Securities LLC.
  
  Exelon reiterated its determination that a negotiated business combination can be structured in a way to reduce refinancing requirements to $4 billion or less. Exelon believes it can secure committed financing for that amount at the appropriate time. Reflecting Exelon's confidence in that regard, Exelon's offer is not subject to a financing condition.
  
  
• Fidelity National Financial, Inc. (NYSE: FNF) today announced the signing of a stock purchase agreement with LandAmerica Financial Group, Inc. (NYSE: LFG) pursuant to which FNF will acquire LFG's two principal title insurance underwriters, Commonwealth Land Title Insurance Company and Lawyers Title Insurance Corporation, as well as United Capital Title Insurance Company.
  
  Under the terms of the stock purchase agreement, Chicago Title Insurance Company will acquire Commonwealth for $158.6 million and Fidelity National Title Insurance Company will acquire Lawyers and United for $139.4 million, for a total purchase price of $298.0 million. The transaction anticipates that LFG will file Chapter 11 proceedings and is subject to certain closing conditions and regulatory approvals, including the entry of final approved orders by the Chapter 11 court, Hart Scott Rodino approval and the receipt of Form A approvals from applicable state insurance regulators. Closing is expected to take place as early as late December 2008.

To see all the Mergers & Acquisitions for today in real-time go to http://www.streetinsider.com/Mergers+and+Acquisitions

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Related Entities

• UBS
• JPMorgan
• Lazard
• Barclays
• Notable Mergers and Acquisitions
• Bankruptcy

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