Lloyds and Royal Bank of Scotland, Britain’s two largest retail lenders, have ageed to sell hundreds of branches and key businesses to appease EU concerns over state aid and competition.

For more on these stories, and all the rest of the latest deal-related news from Reuters, click here.

And here’s some picks from the papers:

* French investment company Wendel (MWDP.PA) has started looking for “modest” acquisitions, its new chief executive Frederic Lemoine tells the Financial Times.

* Russian-born tycoon Len Blavatnik has bought British cinema distribution business Icon Group, which owns rights to around 500 films including the Oscar-winning Dances with Wolves, Russian business daily Vedomosti says.

* Over at the New York Times’s DealBook blog, the site’s “Deal Professor” searches for themes in the M&A market, scrutinising the nine big deals announced in October.

A bitter U.S. tax row has hit UBS harder than many investors thought and the Swiss wealth management giant is still losing more rich client money than what it manages to attract, its disappointing third-quarter results showed.

UBS shares tanked and the data suggest turnaround maestro Oswald Gruebel may have to work a bit harder to bring home the profit that will convince the super rich to stick around.

“Reputation is a fragile dimension, painstaking to build but easily broken. It will take a more than persuasive convincing for wealthy clients to fully perceive the firm as a safe haven again, even though there are positive shoots of normality returning,” said Cubillas Ding, senior analyst at international financial research and consulting firm Celent.

Will the arrival of Merrill Lynch veteran Robert McCann, hired to restore trust in UBS’ battered American wealth franchise, improve things?

Photo credit: The U.S. flag flies outside the U.S. headquarters of Swiss bank UBS in New York August 4, 2009.  REUTERS/Brendan McDermid (UNITED STATES BUSINESS)

More consolidation may be coming to the world of private equity lenders. Debt-laden Allied Capital solved its long-standing problems last week when it sold itself to Ares Capital. Rival American Capital, once an S&P 500 component but now struggling for survival, could be the next takeover target.

But some investors wonder if Allied got a raw deal. Ares paid $3.47 a share in stock for a company that had a book value of $7.49 in June. One law firm has already launched a “shareholder investigation“. Similarly, American Capital’s shares trade below $3, compared with a book value of $8.76 at the end of June.

Ares Capital is one of the rare healthy players in the field. It has a strong balance sheet and minimal liquidity concerns, and it has managed to pay a dividend throughout the worst U.S. recession since the Great Depression. For an Allied shareholder used to a continuous flow of bad news, swapping that stake for an investment in a healthy company must seem like a good move.

Like Allied, American Capital has suffered as the recession reduced the value of the companies it invested in. As a result, it’s gotten harder to sell them except at distressed prices. That value reduction is a big blow for a cash-starved company that has already defaulted on $2.3 billion of debt.

Both American Capital and Allied have sold portfolio companies at heavy discounts to their purchase prices. Now with equity markets sharply up from their doomsday-scenario lows in March, American Capital is on an aggressive selling spree. Recently it sold components distributor Imperial Supplies to W.W. Grainger and life sciences equipment maker Axygen BioScience to Corning.

Unfortunately for American Capital, it may not have all that many more companies in its portfolio to sell at decent prices. Its best bet may be to find a healthy suitor for itself so it can return some capital to shareholders before it’s too late.

– Anurag Kotoky

It looks like Kraft CEO Irene Rosenfeld is getting ready to play hardball with her reluctant target, British chocolate maker Cadbury.

Cadbury investor Mario Gabelli will be disappointed in the short term – he wanted a small kiss from Irene after all - but a formal offer from the North American food group sets in motion an 88-day process under UK takeover rules.

That should give Kraft plenty of time to sweeten its offer to something starting with an eight – the 800p per share bar regarded by many as the minimum price needed to tempt Cadbury to the negotiating table.

Kraft is expected to post earnings of 48 cents a share for the third-quarter, up from 44 cents a year earlier, according to analysts’ estimates, and good results are expected to strengthen its hand in the ensuing battle with Cadbury.

It’s time for those high-profile bankers working for Cadbury to start sharpening the defence. It’s backed by the trio that ran last year’s demerger of its U.S. softs drinks business, as I wrote earlier here.

Like SocGen before them, UBS strategists are looking forward to a pickup in M&A next year.

From a note published on Monday:

“We expect 2009 to mark the trough in global M&A transactions and for activity to pick up in 2010 and beyond. For FY2010, globally we expect M&A activity in the region of $2.5-2.7trl, an increase of 15% on current annualised run rate for 2009 and close to levels last seen in mid 2004-05. The biggest driver of an increase in activity is likely to be the increase in risk appetite in equity markets and in the boardroom, a return to earnings growth and profitability by World Inc and a backlog of pending asset disposals.”

“Credit conditions are also supportive and we expect private equity and bank lending to pick up at some point next year.”

“We do think investors can take advantage of the growing interest in M&A as the likelihood of deals gets priced into stocks. The average take-out premium historically has been 30-40%, much of which is earned around the announcement of a deal. Merger arbitrage post bid announcement has earned a levered IRR around of 9% this year.”

“Despite a 27% decline in global M&A activity in 2009, deal volumes in Asia remained strong. At the current run rate, 2009 activity in the region will be up on 2008, taking APAC’s share of global M&A to 25%, from 6% in 1995. A meaningful pick-up in global activity in 2010 will require a rebound from trough deal volumes this year in the Americas and Europe.”

“M&A activity could be especially prevalent in the Financials and Healthcare sector due to the shock of increased regulation affecting their industry dynamics. The Healthcare sector, along with Technology is one of the best placed sectors from a balance sheet point of view too, generating high free cash flow and with limited debt on the balance sheet (or net cash in the case of Tech). Asset disposals at the Industrials and Materials sectors could be a theme if excess capacity pressures intensify.”

Despite a dismal couple of years for M&A, the strategists also say there has been a longer-term shift to a higher “natural rate” of mergers than in previous eras (see graph), as dealmaking benefits from globalisation, deregulation, privatisation and the development of financing markets.

Despite a looming wave of defaults, sell-offs of European offices at knock-down prices are unlikely, because commercial property prices are likely to tread water for years, rating agency Moody’s says.

in a report on the region’s commercial mortgage-backed bond market, Moody’s said it expects more loan defaults, but doesn’t think commercial property values will “materially recover” for the next five years. (Reuters report here.)

This means that special servicers — the administrators responsible for deciding the future of bust securitisations — “will not pursue immediate sale of the properties … but rather continue to collect the rental cash flows where possible and dispose of the properties under more favourable conditions, which may reduce ultimate losses,” the agency said.

Some foreign buyers have not been put off, with South Korea’s National Pension Service spending 268 million pounds on a pair of prime London office buildings.

Could buying the undervalued Dutch retailer Ahold, which operates U.S. brands including Stop & Shop, make sense for Tesco?

ING analysts Peter Brockwell and John David Roeg think there is a “compelling strategic logic” for a deal.

The pair say buying Ahold’s established U.S. business would be a way of quickly turning round Tesco’s fledgling, and loss-making, business Fresh & Easy, with Tesco funding a deal with cash, shares and disposals.

A tie-up with Ahold would also make sense for domestic rival Delhaize, although given that Ahold is twice its size, any transaction would have to be a stock-based merger, they add. Most other potential predators lack the necessary financing, a strategic rationale to do a deal, or synergies, the ING team reckons.

From the note:

“Ahold’s substantial undervaluation could trigger a takeover.

“We see three possible scenarios: (1) nothing happens, the undervaluation persists; (2) management tries to reduce the gap through more ambitious growth targets/capital restructuring; or (3) predators could eye Ahold’s quality assets.

“Among potential industry buyers, Tesco is our favourite.

“Tesco should be able to finance a potential €12.8 per share bid. Tesco’s 2011F EPS could rise by an extra 14-20% depending on the net amount of synergies, which we conservatively estimate at £493m. Pretax returns on capital employed (including GW) could increase by 110bp in 2011F to 21.8%, only marginally less than Tesco on a standalone basis.

“The US market is too big for Tesco to ignore, yet any attempt to increase the scale of Fresh & Easy could prove very risky. Ahold should be viewed as a one-off opportunity to acquire an undervalued asset at a low point in the US consumer cycle.”

The three-way fertilizer fight between CF Industries, Terra and Agrium may be approaching its end game. Over the weekend, CF raised the cash portion of its hostile offer for smaller rival Terra. It said it was able to add more cash because of strength in stock and debt markets.

CF is itself fending off a hostile takeover bid from Agrium. Last month, possibly throwing a monkey wrench into CF’s bid for Terra, Agrium said it would sell part of a nitrogen fertilizer facility to Terra to overcome regulatory issues related to its hostile takeover bid for CF.

In its latest move, CF is offering $32 in cash — including a $7.50 special dividend that Terra plans to pay — and 0.1034 of a share of CF common stock for each Terra share. That would amount to $40.61 per share based on CF’s Friday closing price and represents a 28 percent premium to Terra’s Friday closing price, the company said in a statement. It is about 5 percent higher than CF’s previous stock bid of 0.465 CF shares for every Terra share.

But perhaps more importantly, the new bid would not require approval from CF shareholders as it is now mostly cash. Terra had said CF would not be able to get its all-stock offer approved by CF shareholders. Cutting them out of the process is always a good way to help move a deal along.

Shares in Geely Automobile have risen some 40 percent in the past month partly on hopes the Chinese carmaker’s parent company will buy Volvo. Ford has named Geely as preferred bidder for the Swedish marque. But on this occasion it could be better to travel hopefully than to arrive.

Buying Volvo would be a huge mouthful for Geely. If it goes ahead, Geely and founder Li Shufu will have to write Ford a cheque for $2 billion. But that’s just for starters. Volvo lost $1.5 billion last year. Assuming it continued at the same rate during Geely’s first year of ownership, the Chinese would pretty quickly be in for $3.5 billion.

By way of comparison, that is almost 20 percent more than Geely Automotive’s enterprise value of just $3 billion. And it doesn’t include any further investment Geely might make. The long-term plans being talked about in the media suggest the total could hit about $10 billion. Achieving an acceptable return on that would require a dramatic turnaround in Volvo’s fortunes.

Staunching the losses won’t be easy in the short term. The deal offers few quick fixes. Geely will find it hard to reduce Volvo’s costs because it doesn’t have any Western operations of its own to integrate. It will depend for the most part upon the supply arrangements that Volvo already has with Ford and others, and these are unlikely to go down in price because of the takeover. Geely has already said that if its offer goes through it will retain Volvo’s factories, research centre, trade union agreements and sales network.

Whether the deal works or not depends upon whether Geely can successfully implement what seems to be its longer-term plan. This is to turn Volvo around and transform its own fortunes by taking the Swedish marque into China as a locally-owned brand.

Geely Automotive is currently the smallest of the big Chinese carmakers, producing about 300,000 cars a year, and the most significant purely private sector operator. Like Volvo, which makes a similar number of cars, what Geely lacks is scale.

China is now the world’s largest automotive market. According to JD Power sales will reach 8.2 million cars in 2009, and grow to 12 million by 2016. The big opportunity then is to bring Volvo to China, where its S40, S60 and S80 are already positioned as luxury vehicles. A mere 5 percent share of the three segments these models compete in would amount to 300,000 units in 2009, and nearly 400,000 units in 2012.

That’s the ambition. But getting there will take supreme execution. Geely will need to work with Volvo’s domestic management, and Chinese companies do not have much of a tradition of managing complex global companies. One comfort is that Geely is a purely private company and therefore less likely to be distracted by Beijing-inspired investment and production targets.

A second is the presence of Goldman Sachs which is investing $250 million in Geely bonds with warrants over 15 of the company. This makes Goldman the most significant outside investor. The Volvo deal could in theory be a dry-run for other Chinese takeovers of other global brands, so Goldman will have every incentive to help make it work.

Nonetheless, the execution risk remains daunting. Even though Geely Automotive’s shares trade at just 15 times next year’s earnings, compared with an Asia Pacific sector mean of 30 times, there is still room for disappointment.