Companies Go Shopping
The New Deal
The Disney deal with Marvel and the Baker Hughes takeout of B.J. Services raise hopes for better times in M&A.
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Disaster Averted
Government officials believe the worst of the banking crisis has passed. So, despite troubles that persist in the industry, they’re backing away from some of the extraordinary measures they took last fall to prop up the system.
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Take Abbott Laboratories’ $6.6 billion deal to buy Solvay’s drug business. The cash deal makes Abbott, which has been trying to diversify away from the pharmaceutical business by getting into medical devices, even more dependent upon drugs. But it broadens the range of drugs Abbott can count on to contribute to its bottom line. Investors have been concerned about how Abbott can follow up on the success of Humera, a rheumatoid arthritis drug that has accounted for $4.5 billion in sales last year, about 15 percent of Abbott’s total revenue.
The Solvay deal brings Abbott new drugs for hypertension and Parkinson’s disease, and sole ownership over two other pharmaceuticals—the cholesterol treatments Tricor and TriLipix—Abbott has been selling with Solvay. "If consummated, this deal would lower Abbott's dependence on its lead drug Humira," Wells Fargo analyst Larry Biegelsen told the Reuters last week. All of that apparently made it worth it to Abbott to do the second-biggest deal in its history; its first was a $6.9 billion deal in 2000 to buy Knoll Pharmaceuticals.
Or consider the other deal announced Monday, the $6.4 billion cash-and-stock acquisition by Xerox of Affiliated Computer Services Inc. The deal—a 33.6 percent premium over ACS’s Friday closing price and Xerox’s largest-ever acquisition—expands Xerox from a copier company into outsourcing and data-center management. That positions the company to take on rival Hewlett-Packard in the active tech-services market.
HP boosted its presence in that market with last year’s purchase of Electronic Data Systems Corp. Xerox and ACS executives on a conference call said they expect revenue to grow as a result of the deal. They expect ACS to take over at least some of the services Xerox now performs for clients, Dow Jones Newswires reports. "The lines between business process and document management are blurring," Xerox CEO Ursula Burns said.
Dell has also made its own strategic move in the area of data-center management and services in the past few weeks, as it positions itself to take on such players as HP and Computer Sciences Corp. On September 21, Dell agreed to pay a 68 percent premium to Perot Systems shareholders in a $3.9 billion deal to get hold of that company’s expertise in the services business. The deal was Dell’s biggest ever, but was seen as a move by the hardware maker to catch up with competitors like HP that have been using the recession and big piles of cash to move beyond their core businesses.
While HP was moving into the services business with its purchase of EDS, Oracle was moving into the hardware business with its agreement earlier this year to buy Sun Microsystems for $7.4 billion. With competitors expanding, Dell had to do the same. "What they have today is just not enough," Kaijun Zhan, an information-technology executive at software maker Cadence Design Systems Inc., told the Wall Street Journal.
Another tech deal, Adobe’s September 15 announcement that it was buying Omniture for $1.8 billion—a 45 percent premium over that company’s stock—can also be seen in the light of a strategic move. Adobe’s core business is helping people create, share, and read digital material. Omniture’s software helps companies track how their websites are viewed. Sales have lagged for Adobe’s latest version of its Creative Suite, so the purchase of Omniture is seen as a play to bring in additional revenue.
Then there are the deals that kicked off this month’s wave of merger announcements, the August 31 announcements that the Walt Disney Company is buying Marvel Entertainment and oilfield-services player Baker Hughes is buying B.J. Services Co. Together, those deals were worth all the other deals in August put together.
On that one Monday, Disney announced it was buying Marvel for $4 billion, a 30 percent premium, in a deal that gives Disney access to Marvel’s rich trove of movie-friendly characters. Those 5,000 characters could be the basis for more movies, games, and theme-park rides.
In the grittier world of oilfield services, Baker Hughes, looking to strengthen its ability to draw oil and natural gas from shale and offer one-stop shopping for oil and gas companies, announced it was buying B.J. Services Co. for $4.9 billion in cash and stock. The deal allows Baker Hughes, the nation’s No. 4 oilfield-services company, to better compete with Halliburton Co. and Schlumberger Ltd. on projects that require multiple services.
Profusek sees this month as just the beginning. As banks loosen the reins, there will likely be more middle-market deals. It won’t be like merger-crazy 2006, but it will be a healthier market. And, he said, a weak dollar is drawing plenty of interest from foreign firms in buying U.S. companies. That may well be the next wave.
“There is a lot of interest among Europeans and Asians in American assets,” he said. “We’re working with a lot of non-U.S. clients now. I think you’re going to see a ton of that in the fourth (quarter).”
Kent Bernhard Jr. is News Editor of Portfolio.com
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