Friends realises it is good to talk

What a difference a year and an invigorated chief executive can make.

British life insurer Friends Provident and its advisers, Goldman Sachs and JP Morgan Cazenove, have turned the tables on would-be suitor, Clive Cowdery’s Resolution.

For those few who are unfamiliar with Cowdery, he usually brings a splash of colour and drama to the usually staid and impenetrable world of UK life insurance. As I wrote earlier this week

Resolution kicked off the week with an audacious approach to Friends, who did not want to play ball.

But Friends regained the initiative today, tabling a quick response and setting out terms for Resolution to consider.

The reaction from Friends is in marked contrast to its attitude in November 2007 and April 2008, when it was faced with offers from U.S. private equity firm JC Flowers. Back then, Friends dismissed approaches at 175 pence and 150 pence a share and refused to talk to Flowers.

How good those offers look now, with Friends Provident shares closing on Friday at 71.5 pence.

The difference this time round, according to many analysts, is CEO Trevor Matthews, who is credited with bringing much needed focus to Friends Provident by cutting costs and consolidating key product lines.

Shareholders, frustrated that those earlier offers passed them by, have no doubt been instrumental as well. Many of the large UK insurers are invested in Resolution and Friends Provident, so it’s a fair bet they would want the two sides to talk.

As to what happens next, the ball is in Resolution’s court. Over to Cowdery, his team and their adviser Credit Suisse.

Keeping score: UK targets, U.S. debt, industrial equity

If it’s Friday it must be Thomson Reuters Investment Banking Scorecard day. There’s a slogan for you. Anyway, here are the highlights:

Industrial Sector ECM Shows Increase Over Last Year

Bolstered by this week’s follow-on offering from Japanese airline services provider All Nippon Airways for $1.5 billion, total equity capital markets activity across the industrials sector reached  $26.5 billion, a 2% increase from the same period last year when volume was $25.9 billion.

Other large equity offerings this week came from Asian issuers including $5.5 billion from Japan’s Mizuho Financial and $1.5 billion from India’s Sterlite Industries, bringing weekly volume for the region to $9.8 billion, the second biggest week this year.

UK Target M&A Volume Rises 39% Over Last Year

Two United Kingdom target deals fell among the biggest M&A transactions of the week including the $2.7 billion acquisition of insurance company Friends Provident by investment management services provider Resolution and the $1.7 billion purchase of oil and gas exploration company Venture Production by domestic rival Centrica Resources.

Year-to-date United Kingdom target M&A is up 39% over last year.  Deals in the financials and materials sectors account for the bulk of activity with a combined 82% of volume.

US Debt Volume Falls to Seven Month Low

US debt volume totals $5.4 billion so far this week, the slowest weekly level so far in 2009.  The largest US transaction of the week was a $1.3 billion investment grade offering from medical technology company Care Fusion followed by a $1 billion note from Fannie Mae.

Global debt volume is up 13% so far this year while activity in the US is down just 1%.  Corporate and agency debt have driven global volume, accounting for 75% of total proceeds year-to-date.”

As an aside, impressive as the leap in UK M&A volumes may be, both Resolution-Friends and Centrica-Venture are by no means done deals. In fact, as I wrote earlier, these and other situations — notably Xstrata’s proposed merger with Anglo American — point to a pickup in unsolicited and sometimes downright hostile bid activity.

UPDATE-BA’s convertible bond flies off the shelves

*This post was updated after the bond priced*

British Airways unveiled a $1 billion fundraising aimed at securing its future earlier on Friday, including $540 million in bank loans that had been earmarked for its pension funds as a safety net against the airline going bust.

The fundraising also included a 300 million pound ($492.2 million) convertible bond, which was over 7 times covered, pointing to healthy investor appetite.

Convertible bonds have become an increasingly important source of finance for firms in Europe. The instrument allows companies to raise capital paying less interest than standard bonds, while avoiding an immediate dilution of earnings per share because investors look to gains in share prices over a medium term.

With European stocks rallying some 33 percent since early March, the convertible market has rebounded with year-to-date issuance reaching $16 billion including the BA deal, according to Thomson Reuters data.

The convertible was the third UK deal this year and BA’s first in 20 years. It was arranged by Barclays Capital, Deutsche Bank, HSBC, Merrill Lynch and RBS Hoare Govett.

The coupon of the 5-year convertible was priced at 5.8 percent, and a conversion premium of 37.6 percent.
The deal, which attracted strong support from both long-only funds and hedge funds, was priced after the issuer tightened the indicative range of the coupon to 5.5-5.875 percent, while the conversion premium was revised to 36- 38 percent. The deal was originally launched with a coupon range of 5.5-6.25 percent and a conversion premium of 30-38 percent.

BA’s convertible followed Air France’s 661 million euro deal launched on June 18.

Air France’s convertible, arranged by Societe Generale, UBS, BNP, Calyon and Lazard-Natixis, was 9 times covered on an original size of 575 million euros and increased 15 percent in size due to the good response.

Air France’s deal had a coupon of 4.97 percent and a conversion premium of 35 percent. In terms of implied volatility, a yardstick commonly used to measure how expensive a convertible is to investors, BA’s deal was priced at 30.6 percent, compared to Air France’s 27 percent.

Air France’s convertible, maturing 2015, has gained 8 percent since the launch to trade at 108, or 41 percent implied volatility, on Friday.

In the first half, convertibles in the EMEA region (Europe, Middle East and Africa) gained 16.6 percent, according to Barclays Capital. After a summer lull, equity capital markets bankers expect another rush of deals come September.

Pfizer seen circling top Turkish drug company

From Acquisitions Monthly

Pfizer, the world’s largest pharmaceuticals company, is lining up Turkey’s largest drugs company, Abdi Ibrahim, for a deal, according to an M&A banking source.

There are no talks so far, and what form a potential tie-up would take is not yet known.

Only last month the president of Pfizer’s emerging markets business unit revealed that the drugs company was considering new acquisitions.

“We see opportunities coming from the financial crisis… opportunities to build partnerships in emerging markets,”

Jean-Michel Haldon told Reuters in June. He did not give further details at the time, but under the stewardship of chairman and chief executive Jeff Kindler, Pfizer wants to add $3 billion in annual revenue by 2012 from emerging markets, which include China, Brazil and Turkey.

Family-owned Abdi Ibrahim – which is run by its president Nezih Barut and has annual sales of around $850 million – would certainly provide Pfizer with that additional source of income.
Turkey’s pharma market also remains hugely fragmented and is ripe for consolidation.  Abdi Ibrahim may be Turkey’s market leader, but it only has 7 percent of the country’s estimated $11 billion pharmaceutical market.  Hot on its heels are the likes of Novartis and Sanofi-Aventis.

The big multi-nationals are increasingly looking to the developing markets for growth as they face stiffer competition from generic drug makers, patent expiries, and a pressing need to reinvigorate their drug pipelines – all reasons why Pfizer bought Wyeth in January for $68 billion.  Pfizer’s best-selling anti-cholesterol drug Lipitor indeed expires in 2011. While a source close to Pfizer would neither confirm nor deny the company’s bid interest, Pfizer’s chief spokesperson Ray Kerins predictably would not comment on what he described as rumor. As for Abdi Ibrahim, all of its 2829 employees seem to have gone off on holiday.   “Welcome to Abdi Ibrahim,” said a corporate voice mail.  “Abdi Ibrahim’s headquarters will be closed from 6 to 20 July due to corporate summer vacation.”

Delphi, CIT test Gov’t boundaries

Lenders to Delphi didn’t spend four years in bankruptcy court just to see it all end in a government-driven deal effectively putting the parts supplier back in the hands of GM. To show their efforts have not been in vain, they are said to be readying a bid for Delphi assets that could challenge the proposed sale to deal with private equity firm Platinum Equity that was brokered by GM and Uncle Sam.

Two people familiar with the discussions say while the bid is being put together ahead of an auction today that could bring the long-defunct company back to corporate life, no terms have been reached.

A rejection of the Platinum deal would represent one of the first and only legal setbacks for the Obama administration’s autos task force in the $50-billion government-funded restructuring of GM in a fast-track bankruptcy, reports the Reuters autos team. With small business lender CIT still expected to file for bankruptcy today, the Delphi dilemma appears as yet another test of boundaries for the Treasury.

Deals du jour

A brace of autos deals feature in this edition of Deals du jour. Bankrupt auto parts supplier Delphi Corp (DPHIQ.PK) has had talks with bankruptcy lenders readying a bid for its assets that could challenge a proposed sale to private equity firm Platinum Equity, people familiar with the discussions say. Meanwhile, as Christiaan Hetzner writes, General Motors will have a hard time overcoming Germany’s resistance to a financial investor if it wants to sell Opel to RHJ (RHJI.BR) in the hope that it could later buy its European carmaker back.

For these stories and all the rest of the latest deals news from Reuters, click here.

And in the newspapers (some external links might require subscriptions):

* Samsung Electronics (005930.KS), the world’s largest memory chipmaker, is expected to invest at least 1 trillion won ($790 million) in a semiconductor production facility in the second half, a newspaper reported. Reuters story here.

* India-focused mining group Vedanta Resources Plc (VED.L) is planning to expand to steel manufacturing with a partner, the Mint newspaper reported.

* Private equity group Blackstone (BX.N) is advising its rival Terra Firma on a plan to issue debt to repay Citigroup’s (C.N) 2.6 billion pounds of loans to music group EMI, the Financial Times reported on Thursday.

* BlackRock Inc (BLK.N) and Ameriprise Financial Inc (AMP.N) may buy pieces of Bank of America Corp’s (BAC.N) Columbia Management, Pensions & Investments reported, citing unnamed sources.

* Belgian financial investor RHJ (RHJI.BR) wants Opel to break even in 2011 on an operating basis by closing the carmaker’s Antwerp plant, idling production in Eisenach and cutting 3,900 jobs in Germany, business daily Handelsblatt reported. Story in German.

Read my lips: the Pontiac G8 is dead, again

2009 Pontiac G8 GXPGeneral Motors Co promised it would make decisions much faster following its failure and rebirth in bankruptcy and its on-again, off-again revival of the Pontiac G8 is dead again after just three days.

The sporty G8 — flagship of the soon-to-be discontinued Pontiac brand — has been a favorite of car enthusiasts including GM Vice Chairman Bob Lutz, who said on Monday the automaker was studying whether to bring back the car as a Chevrolet Caprice.

His remarks on the G8 ran opposite those of Chief Executive Fritz Henderson, who had said previously he was “not a fan of rebadging,” and of Lutz’s successor as product chief, Tom Stevens, who had said a G8 revival was not possible.

Lutz said on Thursday that he was disappointed, but GM could not make a business case for bringing back the Australia-assembled and designed G8.

“I’d mentioned it, and said we were studying it, giving it a serious look, because a car like the G8 was just too good to waste,” Lutz said in a posting on GM’s website. “That’s all still true.”

“But I have to say that, with my new ‘marketing’ hat on, upon further review and careful study, we simply cannot make a business case for such a program,” Lutz said. “Not in today’s market, in this economy, and with fuel regulations what they are and will be.”

The decision does not indicate a pull back from performance or rear-wheel drive cars and GM plans to tap the Australian team that developed the G8 again in the future, he said.

Lutz, GM’s former product chief, has a long record of courting controversy in defense of the auto industry.

In 2006, he compared federal fuel economy standards to trying to address obesity by having the government force clothing manufacturers to sell only small sizes.

Last year, Lutz called global warming a “total crock of s—.”

GM said it was ready for controversy when it brought back Lutz from an earlier announced retirement to head its marketing and communications efforts as it emerges under from bankruptcy under majority government ownership.

It has not taken long to test that theory.

Deja vu all over again for coal deal

Coal trainIf this story — two companies agree to a big coal deal, only to meet resistance from the largest shareholder of the acquiring company — sounds familiar, that’s because it is. Just last year, Cliffs Natural Resources saw its multi-billion acquisition of Alpha Natural Resources fall apart after Harbinger Capital Partners, Cliffs’ largest shareholder, voiced its opposition to the deal.

Now, Alpha has run into problems in its own all-stock bid for rival Foundation Coal. Duquesne Capital Management, Alpha’s largest shareholder, said in a filing on Thursday that it has concerns about the deal, but gave no further details. Duquesne said it holds 8.31 percent of Alpha’s shares.

It will be interesting to see how this plays out, but I’m sure Alpha is hoping the similarities to its previous deal end here.