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Risk arbitrage: Aug. 10, 2009

by Scott Stuart  |  Published August 7, 2009 at 10:22 AM

081009_MAreview_Oracle.jpgSun Microsystems Inc. |JAVA
Oracle Corp. |ORCL

Deal value $7.1 billion

Spread 08/03/09 $0.33, or 1.1%

Oracle Corp.'s proposed $7.4 billion purchase of Sun Microsystems Inc., owner of Java, is on track for a summer close.

Despite Oracle's decision to pull and refile for U.S. antitrust approval, the Justice Department issued a second request. Oracle then delayed its filing in the European Union. But that filing has now been made, suggesting Oracle and U.S. regulators have resolved areas of concern. "All that's left is one narrow issue about the way rights to Java are licensed that is never going to get in the way of the deal," says Daniel Wall of Latham & Watkins LLP, Oracle's counsel.

--Cecile Kohrs Lindell


Addax Petroleum Corp. |AXC.T
Sinopec

Deal value $8.5 billion

Spread 08/03/09 $1.55, or 3.2%

Addax Petroleum Corp.'s $8.5 billion acquisition by China's Sinopec International Petroleum Exploration and Production Corp. should be near a close.

The deal with Sinopec for the Calgary­, Alberta, oil exploration company with assets in Nigeria and Gabon, West Africa, and in the Kurdistan region of Iraq, got a required nod from the minister for natural resources of the Kurdistan regional government on July 22.

The Sinopec offer runs to Aug. 13 unless extended and is conditioned on receipt of 66% of the outstanding Addax shares, but insiders representing 38% are committed. The People's Republic of China must also approve the deal, and Addax can terminate it if that condition is not met by Aug. 24. In that case, Sinopec pays a $300 million termination fee.

.

iBasis Inc. |IBAS
Royal KPN NV

Deal value $110 million

Spread 08/03/09 -$0.53, or -25.5%

ibasis inc. filed a suit in Delaware Court of Chancery seeking to enjoin Royal KPN NV's buy-in of the wholesale carrier and prepaid calling card company.

KPN of the Netherlands owns 56% of iBasis through a 2007 deal that combined two KPN subsidiaries with iBasis.

On July 13, KPN offered to buy in the remaining 44% and launched a formal offer July 28. The offer is conditioned on the receipt of 90% of the shares KPN does not already own. On July 30, the iBasis board rejected the buy-in offer as grossly inadequate and adopted a poison pill with a 15% trigger.

The Delaware suit alleges breach of fiduciary duty by the two KPN directors on the iBasis board, as well as inadequate disclosure and fraud on the part of KPN.

KPN was approached in May by a private equity firm interested in buying iBasis shares. KPN said it was not interested. The same PE firm returned in June with an offer of $1.75 per share, subject to due diligence. KPN again rebuffed it.

In its court filing, iBasis alleges KPN has intended all along to buy in the minority shares at a depressed price. Since the 2007 transaction closed, iBasis claims KPN made unreasonable demands regarding pricing for carrying traffic for KPN subsidiaries.

The lawsuit also claims that projections KPN presented to its financial adviser, Morgan Stanley, and subsequently used to determine the fairness of the transaction were not fresh.

The fairness opinion refers to projections KPN made in May. IBasis said it was presented more favorable projections at a June 16 meeting.

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Tags: Addax | arbitrage | iBasis | Larry Ellison | Oracle | Royal KPN | Silicon Valley | Sinopec | Sun Microsystems | technology
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