Landry's Restaurants Inc. |LNY
Deal value $400 million
Spread 06/28/10 22 cents, or 0.9%
Tilman Fertitta made a revised buyout bid for Landry's Restaurants Inc. that might finally prevail. Fertitta raised the deal price to $24.50 per share, or $1.4 billion, including about $1 billion of debt, from a $24 per share agreement with the special committee, which last year agreed to an initial proposal of $14.75 per share.
The increased bids address shareholder litigation from the 2008 buyout attempt, during which the Landry's special committee allowed Fertitta to build his stake from 39% to 56% before that deal was scrapped without payment of a reverse termination fee.
Pershing Square Capital Management LP entered the picture last fall with a blocking stake of 9.9% as well as 14.9% in swaps. The final 50-cent bump has brought Pershing Square on board, provided Landry's does not get a higher offer during a go-shop period ending July 7.
Hardinge Inc. |HDNG
Indústrias Romi SA
Deal value $120 million
Spread 06/28/10 $1.28, or 14.7%
Indústrias Romi SA extended its hostile tender offer for Hardinge Inc. to July 14 and backed off of "best and final" language for its bid.
Brazil's Romi has a $10 per share offer outstanding for the machine tool manufacturer that it threatened to pull in June if it did not receive enough support from shareholders, who then offered shares representing 48% of the company.
The offer is not subject to due diligence or financing and is conditioned on a minimum tender level of two-thirds of Hardinge shares. Hardinge also has a strong defensive position including a poison pill and a staggered board. Hardinge argues that a basis for talks should be a bid in line with book value, or about $13.30 per share.
Allied Defense Group Inc. |ADG
Chemring Group plc
Deal value $60 million
Spread 06/28/10 $3.26, or 82%
Chemring Group plc revised its acquisition agreement with Allied Defense Group Inc. to avoid liability related to a U.S. government fraud investigation into the munitions company. The new deal offers essentially the same value to Allied Defense, but not necessarily to its shareholders.
The initial Jan. 19 merger agreement for $7.25 per share was delayed over a U.S. Department of Justice investigation into alleged violations of the Foreign Corrupt Practices Act, which prohibits U.S. citizens from bribing foreign government officials. The DOJ has expanded its investigation to an industrywide probe of the munitions industry.
The revised agreement offers about $7.25 per share, but Chemring is not buying shares of Allied's Belgian subsidiary or the assets of its U.S. distribution company, which is the subject of the Justice Department probe.
The transaction still requires
approval of Allied Defense shareholders. The Allied board has not determined what it will do with the cash from the asset sales. Options include a share buyback, special distribution