Dow vs. Rohm: First Round Knockout?

boxing 300x295 Dow vs. Rohm: First Round Knockout? at vixtrade.comDow Chemical Co and Rohm and Haas Co reached a settlement yesterday in their dispute over Dow’s more than $15 billion takeover of Rohm and Haas — a deal that, in its original form, Dow had argued could bring the company to its knees.

But the settlement didn’t move the needle much. Dow still plans to pay out $78 a share for every Rohm and Haas share, plus a penalty of nearly a dollar share for closing the deal late. But instead of being an entirely cash deal, Dow will pay up to $3 billion of the total deal value in preferred shares to Rohm and Haas’ largest shareholders.

One investor waiting at the trial said that if the law suit had been a boxing match, the result would have been a first round knockout by Rohm and Haas. So what happened?

Perhaps Dow was worried about the merits of its case, lawyers said.

“It sure doesn’t attach a lot of value to the underlying case when you’re left with the same deal you had before,” said Lawrence Hamermesh, a professor at Widener Law in Delaware.

Joel Greenberg, co-chair of Kaye Scholer’s corporate and finance department agreed.

“I don’t think (Dow) had anything really,” he said. ”You look at the merger agreement and what we know about Delaware case law, and Dow was in a pretty tough position.”

Still, he said the company managed to squeeze some extra liquidity for itself through the settlement, and maybe that alone makes going through the motions on litigation worthwhile.

“They may have just bluffed, and when the bluff failed gone back to the table and gotten what they could,” Hamermesh said.

 Dow vs. Rohm: First Round Knockout? at vixtrade.com  Dow vs. Rohm: First Round Knockout? at vixtrade.com  Dow vs. Rohm: First Round Knockout? at vixtrade.com

 Dow vs. Rohm: First Round Knockout? at vixtrade.com

Chairgate: the Economist recants

The Economist has published a correction to its earlier report that Henry Kravis, KKR’s archetypal “Barbarian at the Gate”, may have stumped up 22 million euros for a chair once owned by Yves Saint Laurent:

“Our report suggested that Henry and Marie-Josée Kravis may have been the purchasers of an early 20th-century chair designed by Eileen Gray. Mr Kravis assures us that neither he nor anyone in his family bought the chair in question. Our apologies to all concerned,” the free-trade-loving weekly says.

Our post yesterday on the Economist’s original story prompted some acerbic follow-ups elsewhere in the blogosphere and a firm denial from Kohlberg Kravis Roberts HQ.

Anyone who knows the whereabouts of the actual buyer of the chair, or who wishes to speculate as to his or her identity, please leave a comment.

 Chairgate: the Economist recants at vixtrade.com  Chairgate: the Economist recants at vixtrade.com  Chairgate: the Economist recants at vixtrade.com

 Chairgate: the Economist recants at vixtrade.com

Big pharma dominates M&A

Merck’s $41.1 billion acquisition of Schering-Plough made pharmaceuticals the M&A heavyweight in 2009, according to data from Thomson Reuters.

Pharmaceutical M&A topped $115 billion this year, accounting for one-third of all deal volume. The Merck-Schering deal was the sixth largest pharma deal ever and the second largest M&A deal this year following Pfizer’s $68 billion purchase of Wyeth.

The record books could be rewritten again soon as Roche began talks to acquire the rest of Genentech it does not already own for $46.7 billion, a source familiar with the situation said. That saga, which began last summer, could come to a close later on Monday, according to The Wall Street Journal.

The largest pharma deals ever? Pfizer’s $88.8 billion acquisition of Warner-Lambert Co in 1999, Glaxo Wellcome Plc’s $78.8 billion purchase of SmithKline Beecham in 2000, and Sanofi’s $65.7 billion purchase of Aventis in 2004.

 Big pharma dominates M&A at vixtrade.com  Big pharma dominates M&A at vixtrade.com  Big pharma dominates M&A at vixtrade.com

 Big pharma dominates M&A at vixtrade.com