Anheuser-Busch Cos. (BUD) - InBev
October 17, 2008 (10:50a) - Status Report (Modelo)
As announced yesterday, Modelo has filed a notice of arbitration against BUD, claiming that this transaction violates the Model/BUD ownership agreement. In response, InBev has issued the following statement:
"InBev and Anheuser-Busch continue to expect that the arbitration will have no impact on the completion of the transaction, which is expected to close by the end of 2008, subject to regulatory and shareholder approvals and other customary closing conditions."
This publication currently tends to agree with the InBev/BUD position and perceives Modelo's efforts as essentially futile. The outcome here will very likely involve a settlement with Modelo within the next several weeks. There is absolutely no expectation that Modelo's intervention will disrupt the timing or completion of this transaction.
$Datascope Corp. (DSCP) - Getinge AB
October 17, 2008 (9:30a) - HSR Re-filing Announced
DSCP has announced the withdrawal and re-filing of the HSR notification for this transaction.
"Getinge originally filed its application with the FTC on September 29, 2008, voluntarily withdrew its Application on October 14, 2008 and re-filed its application with the FTC on October 16, 2008. The new waiting period under the HSR Act will expire at 11:59 p.m., New York City time, on October 31, 2008, unless this period is earlier terminated or extended by the issuance of a Request for Additional Information or a 'second request' by the FTC. There can be no assurance that the FTC will not issue a 'second request,' but Getinge and Datascope remain committed to working cooperatively with the FTC as it conducts its review of the proposed acquisition and remain confident of a successful close to the transaction."
This is a somewhat expected development based on the information this publication has obtained regarding this combination. It will be suggested once again that this is believed to be primarily, and perhaps exclusively, a vertical situation with respect to the companies' respective product offerings. However, the products and markets in questions are, again, very complex and probably outside the FTC's ability to fully grasp in an abbreviated HSR review period.
As with any HSR withdrawal / re-filing, the possibility of a second request must be acknowledged. In this case, the second request chances are slightly higher than most recent re-filing due to the product/market complexity issues and the fact that Getinge did in fact acquire Boston Scientific's cardiac/vascular surgery products segment last year. The possibility of a second request in this case, given the re-filing, is perceived at roughly 25%.
It will also be noted that the database of recent HSR re-filings shows that early termination has been the consistent result in the last several transactions.
Secure Computing Corporation (SCUR) - McAfee, Inc. (MFE)
October 16, 2008 (12:30p) - Definitive Proxy Statement Filed
SCUR has filed the definitive proxy statement for this transaction with the SEC.
The SCUR special shareholder meeting has been scheduled on November 14, 2008, for shareholders of record as of October 10, 2008.
HSR early termination was granted by the FTC yesterday (10/15).
The proxy waiver leaves the GFCO as the lone outstanding regulatory matter for this transaction. As noted previously, the GFCO review deadline is October 31, 2008. GFCO approval is fully anticipated on or before that date.
This deal is now expected to close shortly after the SCUR shareholder meeting on November 14.
Barr Pharmaceuticals (BRL) - Teva Pharmaceutical (TEVA)
October 16, 2008 (11:25a) - Definitive Proxy Statement Filed
BRL filed the definitive proxy statement for this transaction with the SEC on October 14, 2008.
The BRL shareholder meeting to consider this transaction will be held on November 21, 2008. The record date is October 10, 2008.
The final proxy does not offer any useful or material updates regarding the HSR second request or non-U.S. regulatory reviews.
The proxy does not provide any material updates for the HSR second request review process.
The HSR review is now well into its second month and should be expected to continue well into the fourth quarter of this year, if not the first quarter of 2009. Once again, FTC consent is the expected outcome in the HSR review, but there will clearly be required divestitures and there is a strong chance that the volume of divestitures will be greater than the companies, or other observers, anticipate.
Naturally, any divestiture process translates into an extended HSR process. In this particular case, the overlaps are unusually high -- estimated between 10 to 20 -- and fairly complex due to the products involved and rapid consolidation in the pharmaceutical industry in recent years. In short, even with the concept of FTC familiarity with the companies and their respective products and markets, it remains perceived as unlikely that that the conditional FTC approval will occur quickly here. While HSR clearance is technically possible before the end of December, the current belief is that this is more likely to occur in January of 2009, at the soonest.
Regarding the EC, the continued notification delay must be attributed to preliminary negotiations between the companies and the regulator in order to facilitate a less arduous overall review process. It will be noted again that the EC has established a tendency to be far less concerned with drug mergers than U.S. regulators, so EC consent continues to be considered secondary despite the current delay. Even if the EC notification is filed in November, it is very likely this approval will be granted before the FTC consent, and probably with far fewer conditions.
The closing projection is currently late-January / early-February 2009 for this transaction based on the information avaialbe to this point.
NDS Group plc (NNDS) - News Corporation (NWS)
October 16, 2008 (10:35a) - Preliminary Proxy Statement Filed
NNDS has filed the second amended proxy statement for this transaction with the SEC on October 14, 2008.
The revised proxy does not provide details regarding the NNDS Extraordinary General Meeting or the High Court meeting.
The proxy discloses that approval from the Israeli Controller of Restrictive Trade Practices was granted on October 12, 2008.
As of this update, the European Commission has not initiated its review of this transaction, and the proxy does not disclose EC notification details.
