As noted on December 24, PUC officials tentatively anticipated a public hearing in March, but the current belief within the agency is that this is likely to be pushed in to April of this year. Again, the hearing date will be published very shortly after it has been scheduled.
It will again be noted the the Pennsylvania PUC is considered by the companies, as well as this publication, to be the likely key state regulator for this deal, along with perhaps the Ohio PUC, which is already encountering some delays. These two states will remain the primary focus of this deal's coverage over the coming months.
December 30, 2008 (11:15a) - Ohio PUC Status
The Ohio PUC granted the Office of the Ohio Consumers' Counsel's Motion to intervene, motion for suspension, motion for hearing, and memorandum in support on December 17, 2009. The PUC order states the following:
"Upon review of the pending application and OCC's motion to suspend, we conclude that it is appropriate to suspend this matter for the purpose of ensuring that this application not be deemed approved by the operation of law on the thirty-first day subsequent to the filing of the joint application, which is December 27,2008.
"With respect to the OCC's motion for a hearing, this issue will be addressed at a subsequent time in this proceeding."
This development in the Ohio PUC review was fully anticipated and tends to confirm the assertion that this regulator will likely become one of, if not the, primary state reviews with respect to timing in this deal. The PUC ruling on the OCC motion essentially negates the statutory review period and leaves a hearing undetermined, although a hearing is a virtual certainty in this particular review.
In short, the Ohio review will very likely extend well into the second quarter of 2009 and could possibly challenge the FCC and/or Pennsylvania PUC as the critical timing factor for the transaction's completion.
$Mentor Corp (MNT) - Johnson Johnson (JNJ)
January 5, 2008 (8:45a) - Status Report
As of this entry, the companies have not filed a tender offer amendment disclosing the HSR review result which was expected to end via standard expiration on December 31, 2008. JNJ is generally expected to file an amended tender offer document at some point this week.
In general, HSR clearance is believed to have occurred on December 31 based on the fact that the companies did not announce a second request. Since the FTC was not expected to have much interest in this deal from the outset due to JNJ's lack of presence in the breast implant market, any other than HSR clearance would be a major surprise.
With respect to non-U.S. regulatory matters, this transaction does not appear on any of the primary regulatory databases (EC, GFCO, UK, etc.), so it is assumed that no regulatory approvals outside of the U.S. will be required. Attempts are currently in progress to confirm this from the companies.
JNJ is currently expected to successfully complete this tender offer on January 12, 2009.
Nationwide Financial Services (NFS) - Nationwide Mutual
December 30, 2008 (1:40p) - Status Report
This entry will note that several reports, originating with a Wall Street Journal article, are indicating that Nationwide currently intends to complete this transaction under the original terms, despite speculation to the contrary due to the recent market environment.
As noted in several recent, similar situations, the overall market conditions will naturally bring doubt to pending deals regardless of the specific circumstances. In this case, there is no substantial indication that Nationwide is considering altering the terms of the transaction, but by the same token no company's stated intentions can be taken at face value of late.
This publication is inclined to believe that the companies will move forward with this deal despite suggestions to the contrary, and will complete the transaction under the current terms shortly following the NFS shareholder meeting tomorrow.
Rohm Haas Co. (ROH) - Dow Chemical Co.
