Notable Mergers and Acquisitions of the Day 12/01: JNJ/MNT, AIG, F, FFH

December 1, 2008 9:58 AM EST

• Johnson & Johnson (NYSE: JNJ) and Mentor Corporation (NYSE: MNT) announced a definitive agreement whereby Mentor will be acquired for approximately $1.07 billion in a cash tender offer. Under the terms of the agreement, Johnson & Johnson will commence a tender offer to purchase all outstanding shares of Mentor at $31.00 per share.
  
  Shares of Mentor closed at $16.15 on Friday.
  
  Mentor is expected to operate as a stand-alone business unit reporting through ETHICON, Inc., a Johnson & Johnson company and leading provider of suture, mesh and other products for a wide range of surgical procedures. The acquisition of Mentor will provide ETHICON with an opportunity to strengthen its presence in aesthetic and reconstructive medicine and raise the standard for innovation and patient outcomes in this market worldwide.
  
  Upon closing, the transaction is expected to have a dilutive impact to Johnson & Johnson's 2009 earnings per share of approximately $.03 - $.05. The transaction is expected to close in the first quarter of 2009.
  
  
• American International Group, Inc. (NYSE: AIG) announced an agreement to sell AIG Private Bank Ltd., a wholly-owned subsidiary of AIG, to Aabar Investments PJSC, a global investment company based in Abu Dhabi.
  
  The transaction is subject to satisfaction of certain conditions, including approvals by appropriate regulatory authorities.
  
  
• Ford Motor Company (NYSE: F) will re-evaluate strategic options for Volvo Car Corporation, including the possible sale of the Sweden-based premium automaker.
  
  Ford said the decision to re-evaluate strategic options for Volvo comes in response to the significant decline in the global auto industry particularly in the past three months and the severe economic instability worldwide. The strategic review of Volvo is in line with a broad range of actions Ford is taking to strengthen its balance sheet and ensure it has the resources to implement its product-led transformation plan.
  
  CEO Alan Mulally said, "Given the unprecedented external challenges facing Ford and the entire industry, it is prudent for Ford to evaluate options for Volvo as we implement our ONE Ford plan."
  
  
• Fairfax Financial Holdings Limited (NYSE: FFH) and Northbridge Financial Corporation today announced that Fairfax intends to make a formal offer to acquire all of the outstanding common shares of Northbridge, other than those shares already held by Fairfax, for $39.00 in cash per common share, representing total cash consideration of approximately $686 million.
  
  The price of $39.00 per Northbridge common share represents a premium of approximately 28.9% over the $30.25 closing price of Northbridge common shares on the Toronto Stock Exchange on November 13, 2008, the day Fairfax approached Northbridge's board of directors to consider the proposed transaction. The proposed transaction also represents a 31.8% premium over the 30-trading day volume-weighted average closing price for the period ended November 28, 2008 of $29.59 and a 160.0% premium over the May 21, 2003 initial Northbridge public offering price of $15.00 per common share.
  
  Fairfax currently owns 30,111,306 common shares or approximately 63.1% of Northbridge's outstanding common shares.

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