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Four hostile bidders call it quits

by Lisa Lee, David Marcus, Vipal Monga and Amy Wu  |  Published October 31, 2008 at 3:53 PM

On Oct. 13, four hostile suitors threw in the towel and walked away from their targets. French electricity giant Electricite de France SA stopped bidding for Baltimore utility Constellation Energy Group Inc.; United Technologies Corp. ended its $3 billion offer to acquire Diebold Inc.; Waste Management Inc. backed away from a $6.7 billion hostile bid for Republic Services Inc.; and chipmaker Vishay Intertechnology Inc. dropped its $1.7 billion unsolicited offer for rival International Rectifier Corp. after it failed to win seats on the target's board in a contentious proxy fight.

Advisers for the bidders attribute the aborted attempts to the credit crisis; in this difficult environment, it's hard to get financing for unsolicited deals. That was certainly the case for Vishay, says one of its advisers. "We did not have a financing commitment, and it was essentially impossible to get a commitment. It was not a highly leveraged deal, but it was hard to get a commitment."

For legal advice, Vishay tapped Wachtell, Lipton, Rosen & Katz's New York-based partners Daniel Neff and Trevor Norwitz in the firm's first mandate for the company. (Wachtell's partners Martin Lipton and Joshua Cammaker also advised United Technologies in its aborted bid for Diebold.) Corporate communications was handed by Joele Frank, Wilkinson Brimmer Katcher, and financial advice came from Banc of America Securities LLC's Stefan Selig, Sasson Darwish and Steve Month, along with Morgan Stanley's Rob Kindler.

International Rectifier tapped a Goldman, Sachs & Co. team in New York led by Jeffrey Adams, Pawan Tewari, Tammy Kiely and Bill Anderson. Goldman got the work through relationships with International Rectifier's board. The target turned to Fried, Frank, Harris, Shriver & Jacobson LLP partners Philip Richter, Arthur Fleischer Jr. and Peter Golden for legal advice in the law firm's first work for the client. The company also retained public relations firm Kekst and Co. for the proxy process and strategic communications. International Rectifier general counsel Tim Bixler played a significant role in the process from inside.

Vishay formally launched a $23 per share tender for International Rectifier shares in late September after an earlier $21.22 per share offer was rejected. Tension between Vishay and International Rectifier had been growing for months over Vishay's $340 million acquisition of IR's Power Control Systems in 2007. Vishay contends that certain forecasts it received from International Rectifier during negotiations were "materially overstated" and is looking into possibly suing the company.

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Tags: Banc of America Securities | Constellation Energy Group | Diebold | Electricite de France | Frank | Fried | Goldman Sachs | Harris | International Rectifier | Joele Frank | Kekst | Lipton | Morgan Stanley | Republic Services | Rosen & Katz | Shriver & Jacobson | United Technologies | Vishay | Wachtell | Waste Management | Wilkinson Brimmer Katcher
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