ENERGY, METALS AND MINING
Vancouver, British Columbia-based Abacus Mining & Exploration Corp., a copper and gold mining company, announced it has initiated a strategic alternatives process and is seeking to engage a financial adviser. The company also announced that Polish joint venture partner KGHM Polska Miedz SA increased its 51% majority holding in joint venture project KGHM Ajax Mining Inc. to 80%, exercisable with a $30 million cash payment to Abacus.
Hamilton, Bermuda-based Nabors Industries Ltd., a contract oil and gas well drilling company, announced March 26 it has earmarked $800 million in noncore asset disposals for review, including oil and gas reserves in Alaska, Canada and Colombia. Following the review, Nabors said its core operations will primarily be in exploration services. As of Dec. 31, Nabors had $12.9 billion in assets and $4.62 billion in debt.
Fort Lauderdale, Fla.-based SMF Energy Corp., an energy logistics company, said it has retained Kapila & Co.'s Soneet Kapila as its chief restructuring officer, replacing CEO Steven Goldberg, who will remain on the board. Kapila will evaluate strategic alternatives, including possible business combinations.
Vaaldiam Mining Inc. said in its 2011 earnings report it continues to review alternatives, which could result in a sale. The mining company is still working with Raymond James Ltd.
Harvest Natural Resources Inc. has affirmed it is not in a hurry to complete the sale of its 32% stake in Venezuelan joint venture Petrodelta SA, according to CEO James Edmiston. "Petrodelta has the potential to be a world class business. Current negotiations are at an early stage, and we can't guarantee they will result in a transaction. Any decision to sell our Venezuelan assets will be a strategic and economic one. There will be no fire sale," Edmiston said in a March 16 conference call.
Calgary, Alberta-based Fairborne Energy Ltd., an oil and gas explorer, effectively hung up a for-sale sign when it said it was considering bids for all or part of its operation because its market capitalization of about C$238 million ($240 million) didn't reflect the value of its assets. "The company's shares trade at a significant discount to the value of the underlying assets," Faireborne said. "Strategic alternatives may include, but are not limited to, sale of the corporation, merger or other business combination, recapitalization, sale of all or a portion of the company's assets, or any combination thereof." Fairborne operates four sites across Alberta, Saskatchewan and Manitoba, where it owns 522,000 gross acres. It produced about 14,800 barrels of oil equivalent per day over 2011, generating revenue of $206 million. The company had $261 million of debt at the end of 2011. Fairborne said it hadn't yet appointed advisers.
Texoz E&P I & II Inc. has extended its bid deadline for offers for the company's mid-Texas assets to May 2 and said it would keep its data room open through April 27. Skyler Schawe of Albrecht & Associates Inc. is advising on Texoz's sale process.
Chinese biodiesel fuel manufacturer Gushan Environmental Energy Ltd. announced March 9 that its special committee of board members has formed to consider a proposal by chairman Jianqiu Yu to acquire all of the outstanding ordinary shares of the company in a going-private transaction. It has retained Piper Jaffray & Co. as its financial adviser, Akin Gump Strauss Hauer & Feld LLP as its international legal counsel and Walkers as its Cayman Islands legal counsel to assist the special committee in its review of the proposal and field other alternative proposals.
A spokeswoman for NiMin Energy Corp. said Feb. 15 that following the Feb. 6 distribution of dealbooks to interested parties, the company's financial advisers at Macquarie Capital would take bids for the company's assets through early March. In an earnings report from March 15, the company said it anticipates concluding its strategic review process in mid-April, and plans to update investors at that time.
Range Energy Resources Inc. announced in late February it is interested in pursuing a strategic equity investment transaction with Blackstairs Energy plc. The provisions constitute an expression of interest only and are not intended to be a legally binding and enforceable offer, Range Energy said in a statement. The company is currently co-developing the Khalakan Block -- a property in the Kurdistan region of Northern Iraq. Blackstairs has oil and gas assets in Romania and exploration holdings in the Caucasus.
Ithaca Energy Inc., a Canada- and U.K.-listed oil and gas exploration company, finds itself at the center of a potential bidding war after receiving numerous approaches since January when it announced an offer from an unnamed company. Shares in Ithaca leaped March 1 on the London exchange to 203.65 pence ($3.23), up 28.65 pence, or just over 16%, after it revealed it would enter talks with its new suitors. The company's shares have gained 43% since Jan. 20, the last day of trading before the initial approach was announced. CIBC World Markets Inc. and Cenkos Securities plc have been advising Ithaca.
Michael Laird of Albrecht & Associates Inc. said the financial adviser had negotiated an agreement with an undisclosed buyer to acquire Cade Production LLC's Harvey Prospect assets only to have the buyer walk from the deal citing budget cuts. Laird said the data room for prospective bidders would remain open.
Calgary, Alberta-based Anglo Canadian Oil Corp., a junior oil and gas exploration company with some 172,160 acres of reserves in northern Alberta, has retained PI Financial Corp. to advise on strategic alternatives which could result in asset sales, a sale of the company, or a merger or joint venture arrangement.
Brian Autry of Nexsen Pruet LLC in Columbia, S.C., said Osage Bio Energy Inc. continues to be offered for sale by private equity firm First Reserve Corp. Autry was unable to give a time frame for a deal. The company has acknowledged going up for sale in May 2011.
Connacher Oil and Gas Ltd. in its fiscal 2011 earnings report said its review of oil sands assets and a remaining 50% interest in Halfway Creek is ongoing. Goldman, Sachs & Co. is its financial adviser. The company said it realized gains of $117.3 million from noncore divestments in 2011.
Omega Insurance Holdings Ltd. on April 3 said it has received a £158.7 million ($254.4 million) takeover proposal from original suitor Canopius Group Ltd., which is offering at least 22% less than its final bid of last year. Canopius, which is 85% owned by Bregal Capital LLP, initiated the bidding for Omega in January 2011, triggering competing proposals from rivals Barbican Group Holdings Ltd. and Haverford (Bermuda) Ltd. in an extended offer period that stretched through most of last year. Canopius' final shot last year was a proposal worth an unspecified price above 83 pence per share. The April 3 offer is worth 65 pence per share in cash and is for Omega's entire share capital, the target said.
Mobile, Ala.-based BancTrust Financial Group Inc., a bank holding company with 41 retail banks in southern Alabama and northwestern Florida, announced it has retained Keefe, Bruyette & Woods Inc. to advise it on strategic alternatives involving potential merger opportunities. On March 22, BancTrust said the announcement follows a scrapped Dec. 19 agreement with New York private equity firms Capital Z Partners and Pine Brook Road Partners to serve as investors providing 49% of the anticipated capital needed to boost BancTrust's capital. But BancTrust said the agreement had expired and been terminated as of a March 15 deadline, resulting in the company's seeking additional partners.
Private equity firm Carlyle Group has put its minority stake in Taiwanese bank Ta Chong Bank Ltd. on the auction block, the bank's chairman Chen Chien-ping said March 16.
Gramercy Capital Corp. in its fiscal 2011 earnings report said its strategic alternatives process initiated in June 2011 remains ongoing and is subject to further review. Wells Fargo Securities LLC is advising Gramercy on potential business combinations or divestments.
Realty Finance Corp. in its fiscal 2011 earnings report said its "board's goal remains to maximize shareholder value and, to that end, it has, and is continuing to expend significant time on structuring, reviewing and analyzing strategic alternatives," including entering into partnerships, restructuring, liquidation, raising capital, selling the company or its assets, or another business combination.
HEALTHCARE, PHARMACEUTICALS AND BIOTECHNOLOGY
Uluru Inc. announced April 2 that the company had gained approval and begun trading on the OTCQB Marketplace. The move comes after Uluru voluntarily delisted its common stock from the NYSE Amex. Uluru is still evaluating strategic alternatives.
Columbia Laboratories Inc. announced March 13 that it has engaged Cowen and Co. LLC as its financial adviser to assist in evaluating strategic transactions including a company sale.
LHC Group Inc., a Lafayette, La.-based provider of home health and hospice services, has reportedly piqued the interest of TPG Capital, which is said to be considering making an offer. Although a deal is not imminent, the presence of private equity in the auction appears likely. J.P. Morgan Chase & Co. is advising LHC.
BeeCeuticals Health LLC continues to review assets for sale, said financial adviser Gabe Fried of Hilco Streambank LLC, though he would not give a time frame for a conclusion of the review or say whether a deal was expected.
Hanover, Md.-based Conmed Healthcare Management Inc., a provider of healthcare services to detention centers, has gone on the block for the second time in the past year, this time retaining Cantor Fitzgerald LP to evaluate strategic alternatives. The company previously went on the block on May 13, 2011, but planned buyer Ayelet Investments LLC said Nov. 16 it failed to secure a capital commitment from buyout shop Levine Leichtman Capital Partners.
Dynetek Industries Ltd. in its March 29 fiscal year 2011 earnings report said management "continues to be in discussions with SV Greentech and strategic partners to explore potential strategic alternatives available to Dynetek, including a potential sale of the company on a share exchange basis." Dynetek said a binding agreement has not been reached with SV Greentech Pvt. Ltd.
Cinram International Income Fund, the parent of Cinram International Inc., a manufacturing and distribution company focused on multimedia products and related logistics services, announced March 29 that the company is still engaged in evaluating strategic alternatives including a sale of the company with the help of Moelis & Co. Cinram also said it hoped to have a deal in place within the next "few months."
Greeenville, S.C.-based industrial products maker JPS Industries Inc. announced March 16 it has retained Houlihan Lokey Inc. to evaluate alternatives, including a potential sale, after receiving an unsolicited $8 per share offer from Steel Partners Holdings LP in September 2011.
TerraVest Income Fund in its 2011 earnings report said its board of trustees and management continue to review a "range of strategic alternatives, including possible liquidity events, aimed at enhancing unitholder value [that include] a sale of one or more portfolio businesses or the assets thereof or a sale of all or a majority of the assets or units of the fund, either in one transaction or in a combination of transactions, which could include a merger, recapitalization, arrangement, amalgamation or any [other] combination."
Solar Enertech Corp., a photovoltaic panel manufacturer with operations in Shanghai and Mountain View, Calif., has engaged FTI Consulting Inc. to evaluate strategic alternatives. Solar Enertech, whose stock traded at just a penny on the day of the announcement, said it was filing a Form 15 statement with the U.S. Securities and Exchange Commission to delist its shares. As of Feb. 14, Solar Enertech had an accumulated deficit of $97.2 million with about $16.48 million in total assets through Dec. 31.
MEDIA, LEISURE AND
Equistone Partners Inc. announced March 20 that the company was in talks to sell its stake in travel-related services provider Global Blue Holdings AB. Equistone, formerly Barclays Private Equity, purchased the company -- e_SDHpthen known as Global Refund Holdings BV -- from Apax Partners LLP in 2007 for €360 million ($471 million). Equistone brought in J.P. Morgan Chase & Co. and Evercore Partners Inc. to advise on the sale.
HMV Group plc said March 15 that the company has seen interest from a number of parties in HMV Live, its festival and live music venue business. One of the parties was said to be Philip Anschutz's Anschutz Entertainment Group, owner of London's O2 stadium, which was said to be planning a £65 million ($102.1 million) bid.
Boulder, Colo.-based film distributor New Frontier Media Inc. announced April 3 that after receiving unsolicited offers it is evaluating alternatives. The company has hired Nashville investment bank Avondale Partners LLC to act as financial adviser and Alston & Bird LLP and Holland & Hart LLP for legal advice. On March 9, the company was approached by 15% stakeholder Channel Island-based Longkloof Ltd., which proposed a $1.35 per share offer for outstanding shares of New Frontier. On March 23 it received an unsolicited offer from another adult film distributor, Luxembourg-based Manwin Holding Sarl, worth $1.50 per share. On the day of New Frontier's announcement, the company's stock was trading at $1.65 per share with a $27.2 million market capitalization.
Under pressure from activist investor Columbia Pacific Opportunity Fund LP, Spokane, Wash.-based hotel operator Red Lion Hotels Corp. said March 28 that it hired Bank of America Merrill Lynch to explore a sale. Red Lion operates 48 hotels in the Northwest including Washington, Oregon and Montana. The company also owns ticket seller TicketsWest. Keefe, Bruyette & Woods Inc. analyst Smedes Rose said Red Lion could fetch up to $10 per share, or around $192 million.
A committee of independent directors for Kenneth Cole Productions Inc. has retained Bank of America Merrill Lynch as its financial adviser to entertain further offers for a 53% majority interest in the New York fashion designer. The move comes after the committee delivered a letter to chairman Kenneth Cole asking him to reconsider his Feb. 24 bid to buy the stake. On March 2, Cole said he did not intend to change his position on the offer.
Wolverine Worldwide, VF Corp. and German sportswear company Puma AG look to be likely suitors among strategic players bidding for technical outdoor apparel company Helly Hansen, owned by Altor Equity, say two retail sources familiar with VF and Wolverine. The sources point to VF and Wolverine because they recently made acquisitions or cited excess cash to be put to use through acquisitions.
Aussie board sports clothing and equipment maker Billabong International Ltd. on Feb. 27 rejected a A$766 million ($820 million) takeover proposal from TPG Capital and subsequently ended talks with the Fort Worth investor after it bumped its bid from A$3.00 to A$3.30 per share. The Burleigh Heads, Queensland, company said the A$3.00 per share price "does not reflect the fundamental value of the company." It added that in the context of a change of control A$4.00 per share would be closer to the mark. Billabong recently concluded its strategic review and is undergoing a substantial cost-cutting campaign.
Organic Resource Management Inc. said April 4 that it was in "discussions with a number of interested parties, and [is] now diligently working to conclude the strategic alternatives review as expeditiously as is appropriate." Organic Resource said it has made no definitive decision to withhold or sell assets at this time.
Montagu Private Equity LLP is in talks to acquire U.K. nonprofit legal education provider College of Law, a source said Feb. 23. It's not clear whether the buyout firm is a preferred bidder or whether other contenders, such as educational publisher Pearson plc, which has been pursuing a deal for the college's coveted degree-conferring status, remain in the running. The College of Law and Montagu declined comment.
The number of potential suitors for California e-commerce company Sitoa Corp. has grown to six, says Brent Suen of Bay Peak LLC, its financial adviser. Suen says Sitoa is valued at around $1 per share.
Tulip Telecom Ltd. director Hardeep Singh Bedi said on March 7 that the Indian telecom service provider is considering selling up to 25% of its data center division to pay down $97 million in debt due August 2012. Bedi said the company was in the process of selecting an investment bank to advise on a potential divestment.
ModusLink Global Solutions Inc. responded, along with BNS Holding Inc. and Steel Partners LLC, on March 26 to a letter from Handy & Harman Ltd. by stating that its board and management are committed to acting in the best interests of the company and stockholders. The shareholders group had argued that ModusLink was not pursuing a strategic review with enough haste. The company said it was well under way, adding that it would not disclose details until a definitive transaction has been agreed upon.
Comverge Inc. announced March 26 it has reached an agreement to be taken private by buyout firm H.I.G. Capital LLC in a $49 million deal. Comverge said it would entertain alternative proposals for a month following H.I.G. Capital's offer. Potential bidders could include other private equity firms as well as strategics such as Johnson Controls Inc., Honeywell International Inc., Siemens AG and Schneider Electric SA, said Pacific Crest Securities analyst Benjamin Schuman.
InfuSystem Holdings Inc. plans to continue exploring alternatives, which may include a sale or other transaction, said CEO Sean McDevitt. He added that during the review the company would operate normally.
Tegal Corp. announced Feb. 14 renewed efforts to make available the rest of its semiconductor process-related intellectual property portfolio. The portfolio consists of thin-film structures and process technology pertaining to copper barrier and low-k dielectric technology. On Dec. 30 Tegal sold 30 patents from its nanolayer-deposition patent portfolio to multiple bidders, primarily consisting of equipment manufacturers, for about $4 million. The company said ongoing patent disposals are primarily with integrated-circuit devices manufacturers and IP aggregators.
Telefónica SA said in a fiscal year 2011 earnings report it is still evaluating assets for disposal, while its 2011 results include the positive impact of the reduction of its economic exposure to Portugal Telecom SGPS SA and Telefónica España's sale of nonstrategic assets, amounting to €73 million ($96 million).
South Orange, N.J.-based ShareMethods LLC continues to review management presentations and proposals from prospective bidders, according to Nick Kirk at Hickory Group LLC, who is advising on a potential sale of the cloud technology company.
The Ontario Superior Court of Justice has approved timeline and bidding procedures for Timminco Ltd.'s marketing process for the sale of one of its unit. The court also approved the execution of an asset purchase agreement between Timminco and QSI Partners Ltd., as purchaser, and Globe Specialty Metals Inc., as guarantor, over the sale of substantially all the assets of Becancour Silicon Inc. The first round of bids was due March 26, the second round April 16. An auction is scheduled for April 24, and the sale is due to close by June 20.
Judge Kevin J. Carey of the U.S. Bankruptcy Court for the District of Delaware in Wilmington has approved an amendment to the bidding procedures for Delta Petroleum Corp. allowing bidders to offer plan sponsor proposals. The order also establishes new deadlines for the auction of Delta. Bids are due April 18. An auction is scheduled for April 24 and sale hearing May 1.
Judge Keith Lundin of the U.S. Bankruptcy Court for the Middle District of Tennessee in Nashville has approved bidding procedures in an auction for Church Street Health Management LLC. Church Street will hold an auction if it receives another bid by April 16.
Affiliates of prepetition first-lien lenders Freeport Financial LLC and Bank of Montreal are stalking-horse bidders, with an $80 million offer, for Contract Research Solutions Inc. The company hopes to hold the auction between April 30 and May 4 and schedule a sale hearing for May 10.
Poultry producer Cagle's Inc. may be heading to the auction block in May with a $72.3 million stalking-horse bid from an affiliate of Koch Foods Inc. Judge Joyce Bihary of the U.S. Bankruptcy Court for the Northern District of Georgia in Atlanta approved the bidding procedures on April 4. JCG Foods LLC, which has provided the debtor with a $4 million deposit, would receive a $1.8 million breakup fee if it fails to win the auction. Competing bidders will have to offer at least $2.3 million more than the stalking-horse bid by a May 4 deadline and deposit $4 million. If Cagle's received at least one rival offer, it would hold an auction May 10, at which time bids would have to increase in increments of at least $500,000. A sale hearing is scheduled for May 11.
Twenty bidders including Kohlberg Kravis Roberts & Co. LP and Morgan Stanley submitted qualified bids to purchase and operate bankrupt Harrisburg, Pa.'s parking system, water and sewer system, and incinerator. Harrisburg's receiver, David Unkovic, announced the qualified bidders on his website on March 20. Bids for the incinerator and sewer system were due March 5 and for the parking system a week later. Unkovic hopes to close all deals by June 15.
Zug, Switzerland-based Petroplus Holdings AG said March 28 its board would seek to delist from the SIX Swiss Exchange on May 11 and to obtain a $150 million convertible bond. It also announced that a Swiss court has given it until Sept. 27 to find a buyer for assets still under its control. It was not clear which assets remained under control of the parent, but they do not include refinery assets owned by European subsidiaries.
Judge Stuart M. Bernstein of the U.S. Bankruptcy Court for the Southern District of New York in Manhattan has approved amended bidding procedures for Madison 92nd Street Associates LLC, thus removing a previously named stalking-horse bidder. Madison 92nd Street's minority equity holders filed a bidding procedures motion on Jan. 6 that sought to name CIM Group Acquisitions LLC as lead bidder with an $84.1 million offer. Because another potential bidder came forward, the auction will proceed without a stalking horse. Bid deposits are due April 12, an auction is scheduled for April 16, and objections to the sale are due April 19. A sale hearing is scheduled for April 23; the sale will close no later than May 11.
Filene's Basement LLC and parent Syms Corp. seek to sell their intellectual property, which includes rights to the annual wedding dress sale; two Syms in-house brands, Stanley Blacker and Maine Bay; and more than 40 registered trademarks, 70 Internet domain names, a license agreement with Macy's Inc., customer information databases with more than 2 million names and two customer loyalties programs. Bids are due May 1. Twenty parties have expressed interest in bidding on some or all of the IP. Several parties have already made offers.
Route 95 Publications LLC has agreed to acquire assets of the publisher of the Baltimore Jewish Times for $1.26 million, according to Chapter 11 trustee Zvi Guttman of Law Offices of Zvi Guttman PA.
OFF THE BLOCK
Trustmark Holdings Corp. and Zuma Holdings and Management Corp., the holding companies of Philippine Airlines Inc. and Air Philippines Corp., respectively, announced April 3 that the two companies have sold a 49% stake in PAL to San Miguel Corp. subsidiary San Miguel Equity Investments Inc. for $500 million. SMC would also assume managerial control of the Philippine's flagship airline.
Philadelphia Media Network Inc., publisher of The Philadelphia Inquirer and the Philadelphia Daily News, announced April 2 that the company has been sold to Interstate General Media LLC for about $55 million. Interstate is made up of a group of buyers led by Philadelphia businessman Lewis Katz and George E. Norcross III, an insurance executive and Democratic fundraiser. The transaction represents the fifth time in six years the papers have changed hands.
Stockholm buyout shop Ratos AB announced an agreement April 2 to sell safety and hygiene services provider Anticimex AB to EQT Partners AB for an enterprise value of about 2.9 billion Swedish kronor ($428 million). The sale was completed via a limited-auction process headed by Swedish advisory boutique Navigo Partners.
Oilfield services company Expro International Group Ltd. announced March 20 it has agreed to sell its connectors and measurements division, including the Tronic and Matre brands, to Siemens AG for $630 million. The sale concludes an auction process undertaken in 2011. The transaction is conditional upon receipt of approval from competition authorities in Norway. Completion of the sale is expected in May.
SS&C Technologies Holdings Inc. closed its acquisition of GlobeOp Financial Services SA on April 2. It paid 485 pence per share in cash for the target, valuing the company at £572 million ($908 million).
Archipelago Learning Inc. announced March 5 it has entered into a definitive agreement to be acquired by Plato Learning Inc., a portfolio company of Thoma Bravo LLC, for $11.10 per share in cash, representing an equity value of $291 million. Archipelago said Plato was one of a number of potential suitors. Archipelago directors have already approved the deal and urged shareholders to do the same.
ATS Corp. and Salient Federal Solutions Inc., a provider of information technology, engineering and intelligence analytic services, announced that Salient will acquire ATS through a cash tender offer at $3.20 per share, or $72 million.
Entertainment One Ltd. announced Feb. 13 that it has taken a sale of itself off the table. The company will now target acquisitions with the help of J.P. Morgan Chase & Co. and Credit Suisse Group. n
--Compiled by Matthew Haas