M & A Law Prof Blog

Editor: Brian JM Quinn
Boston College Law School

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Thursday, November 8, 2007

On Hiatus Today: Additional Tidbits

I'll be back tomorrow with stuff on Ventana/Roche and the latest Delaware cases.  In the interim:

  1. The FT has a nice article on the weaknesses in Ventana's defenses.  I'm quoted in it as well as Bill Lawlor, the M&A guru at Dechert. 
  2. Bainbridge has an "entire" fairness analysis of the ACS deal here.
  3. A Rio Tinto/BHP deal is an M&A lawyers dream and nightmare because both companies are dual listed companies organized in the U.K. and Australia, respectively.  Both have ADSs trading in the U.S. to boot.  I talk about this issue and what a DLC is here in the context of the Thomson Reuters DLC.  Read the BHP press release here.
  4. There is a new, excellent fairness opinion article out:
    1. Fairness Opinions in Mergers and Acquisitions by Anil K. Makhija and Rajesh P. Narayanan 
    2. It finds that shareholders on both sides of the deal, aware of the conflict of interest facing advisors, rationally discount deals where advisors provide fairness opinions. The reputation of the advisor serves to mitigate this discount, while the contingent nature of advisory fees appears to have no impact.  I'm also happy to say it cites my own paper Fairness Opinions for this proposition. 
  5. Still no word from CKX on their acquirer's financing.  Funny about that. For more analysis on that deal see here
  6. The troubled Penn National Gaming deal took a step forward.  A date for the shareholder meeting was set for Dec. 12.
  7. And finally, at the Deal's M&A conference, Marty Lipton commented yesterday that although $100bn deals may not be happening at the moment, large deals are still a possibility. Moreover, he said over the last 40 years deal activity has periodically slowed for 18-36 months before coming back. Said regulation may be less of a factor in upcoming deals, as economists at the DOJ and FTC seem to have changed their way of thinking; MAC clauses have been sharpened and will become more specific; and pronouncements from Washington from now to the election are purely aimed at votes. Leon Black said the $350bn in LBO inventory from this past summer should be down to $200-250bn within three to six months and said European companies are looking at US purchases because of favorable forex and more available financing than private equities. 
    1. Hopefully he told his own people about the MAC clause point

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