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$TWX To Divest Some Magazine Ownership to $MDP


Time Warner Inc. TWX +0.67% is in talks to divest itself of most of its magazine group to Meredith Corp., MDP -0.13% say people familiar with the matter, keeping only Time, Sports Illustrated and Fortune titles.

Meredith, which owns magazines such as Better Homes and Gardens, is mostly focused on women’s titles. The addition of Time Inc.’s titles would give it a much stronger presence in that part of the market. Time Inc. owns People, InStyle and Real Simple, among other titles.

Time Inc. has struggled in recent years amid an industrywide slowdown in print advertising. The division’s revenues fell 7% in 2012 to $3.4 billion and operating income declined 25% to $420 million due to lower advertising and subscription revenues.

Time Inc. recently announced plans to reduce its workforce by 6% in an effort to cut costs—and that action is expected to lead to a $60 million restructuring charge in the first quarter.

News that Time Warner was exploring a sale of Time Inc. was reported earlier Wednesday by Fortune magazine, which is owned by the publishing company.”

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$VOD Mulling Over a Bid For Germany’s Kabel

Vodafone Group Plc is considering a bid for Kabel Deutschland Holding AG, Germany’s largest cable provider, to expand in the country’s pay-TV and Internet market, according to a person with knowledge of the matter.

Vodafone hasn’t yet contacted Kabel Deutschland about its intention, said the person, who asked not to be identified because the plan is private. Kabel Deutschland, which is based near Munich, rose as much as 14 percent in Frankfurt. Manager Magazin reported the takeover plan earlier today.

Buying Kabel Deutschland, whose market value tops 6 billion euros ($8 billion), would be another step for Newbury, England- based Vodafone, the world’s second-largest wireless carrier, to expand into fixed-line operations as it seeks to fuel sales growth. The company acquired Cable & Wireless Worldwide last year to boost its fixed-line system in the U.K.

Vodafone has been discussing the Kabel Deutschland acquisition internally among its management and with investment banking advisers, the person said. Vodafone was planning to contact Kabel Deutschland regarding a potential bid next week, the person said.

Matt Morgan, a Vodafone spokesman, and Insa Calsow, a spokeswoman for Kabel Deutschland, declined to comment….”

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Cnooc Gets Approved to Purchase Nexen for $1.5 Billion

Cnooc Ltd., China’s biggest offshore oil and natural gas producer, won approval to acquire the U.S. assets of Nexen Inc., its last regulatory hurdle in the $15.1 billion purchase of the Canadian energy company.

The Committee on Foreign Investment in the U.S. approved the deal, now expected to close the week of Feb. 25, Nexen said in a statement yesterday. The panel reviews takeovers by foreign-owned companies for national security implications. Cnooc’s acquisition of the Calgary-based company falls under U.S. jurisdiction because of Nexen’s Gulf of Mexico oil and gas operations, which account for about 8 percent of its output.

Cnooc’s acquisition, the biggest overseas purchase by a Chinese company, prompted changes in the way Canada reviews takeovers of oil sands operators by state-controlled companies. The Canadian government approved the deal in December, announcing at the same time that it would prohibit future state- owned acquisitions in the oil sands barring “exceptional circumstances.”

Investors have been betting on U.S. approval, Sam La Bell, an analyst at Veritas Investment Research in Toronto, said in a Feb. 11 phone interview. Nexen rose 2 percent to C$27.48 in Toronto yesterday, the highest price since June 2009. In U.S. trading, Nexen climbed to $27.43, 7 cents less than Cnooc’s offer of $27.50 a share. Markets in Hong Kong and China were closed today for holidays.

North Sea…”

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$CMCSA to Buy $GE’s Remaining Stake in NBC Universal

WASHINGTON (MarketWatch) — General Electric GE +3.81% said it’s selling the remaining 49% stake it holds in NBC Universal to Comcast CMCSA +7.90% CMCSK +0.89% for $16.7 billion, and also is selling related real estate for $1.4 billion. GE said it’s increased GE’s share repurchase authority to $35 billion, with approximately $23 billion of authorization remaining as of today. GE plans to accelerate its share repurchase program to approximately $10 billion in 2013. GE expects the pre-tax gain from the sale of its remaining NBC Universal interest of approximately $1 billion to be offset by restructuring in 2013. “Our decision to acquire GE’s ownership is driven by our sense of optimism for the future prospects of NBCUniversal and our desire to capture future value that we hope to create for our shareholders,” said Brian L. Roberts, chairman and CEO of Comcast, in a statement. ”

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$NDAQ in Talks With Carlyle to Got Private

“Nasdaq OMX Group Inc.’s talks with Carlyle Group LP about taking the company private are spurring speculation among investors and analysts that a $50 billion wave of attempted exchange deals in the past three years isn’t over.
The discussions between Nasdaq, the second-largest owner of U.S. exchanges, and Carlyle broke down over price, according to a person with direct knowledge of the matter. The company trades at the second-cheapest multiple relative to earnings among 25 exchanges after U.S. equity trading volume dropped for a third year, according to data compiled by Bloomberg.

Exchange companies have been the subject of takeover bids amid shrinking profits for securities trading, leading to IntercontinentalExchange Inc.’s offer for the NYSE Euronext last month and Hong Kong Exchanges and Clearing Ltd.’s purchase of the London Metal Exchange. Nasdaq Chief Executive Officer Robert Greifeld has been re-organizing business units and reducing expenses after the company’s U.S. cash equity trading revenue fell 21 percent last year.

“You can see the momentum building up again,” Sang Lee, managing partner at Aite Group LLC in Boston, said in a telephone interview. “It’s about firms trying to diversify their revenue and firms trying to expand their global footprint. It’s tough for a public company to set out long-term goals and try to meet those goals without getting hammered every quarter.”

Nasdaq shares rose 3.1 percent to a four-year high of $30.38 yesterday. The shares have soared 22 percent this year. NYSE Euronext is up 51 percent since announcing its deal with IntercontinentalExchange in December. The Bloomberg World Exchanges Index has rallied 10 percent this year, compared with a 6.4 percent gain for the Standard & Poor’s 500 Index.

Carlyle Talks…”

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U.S. Expected to Clear the Way for AMR and United to Get Married

“U.S. antitrust authorities over the past year have been particularly active, blocking acquisitions in industries from beer to e-books. But the potential deal to create the world’s biggest airline likely would fly clear of government objections, experts said.

American Airlines parent AMR Corp. and US Airways Group Inc. are in final negotiations on a marriage that could be announced as early as this week. The combined company would surpass United Continental Holdings Inc. as the No. 1 carrier by traffic and control about one-quarter of U.S. domestic capacity.

But the deal involves only about a dozen overlapping routes, similar to the number in the most recent three big airline mergers, according to research by J.P. Morgan . Those transactions were cleared by the Justice Department, with the carriers in only one deal required to relinquish takeoff and landing slots to maintain competition….”

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$GOOG Makes a Small Purchase of Channel Intelligence

“Google has acquired Channel Intelligence for $125 million in cash.

According to its blog, Channel Intelligence tracks online retail sales for a number of categories ranging from computing to consumer packaged goods.

We’re unfamiliar with Channel Intelligence, but we assume it will be a part of Google’s efforts to ramp up display and shopping.

The more information Google has on your shopping habits, the better it can target what you want to buy.

More to come, but here’s the release in the meanwhile:

RADNOR, Pa., Feb. 6, 2013 (GLOBE NEWSWIRE) — ICG Group, Inc. (ICGE) (“ICG”) is pleased to announce that one of its consolidated companies, Channel Intelligence, Inc. (“CI”), has entered into a definitive agreement to be acquired by Google Inc. (GOOG) for $125 million in cash. The transaction, which is subject to customary closing conditions, is expected to be completed in the first quarter of 2013.

ICG is expected to realize approximately $60.5 million in connection with the transaction. A portion of ICG’s proceeds will be held in escrow and will be subject to potential identification claims. ICG does not expect to owe any income taxes in connection with the transaction….”

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Malone Could Take on Murdoch in U.K. TV

“Media billionaire John Malone is eyeing a potential bid for the second-biggest U.K. pay TV operator Virgin Media, a deal that would set him up to challenge market leader Rupert Murdoch.

Virgin Media (VMED), which has a market value of over $10 billion and debt of $9 billion, confirmed it has been approached by Malone’s Liberty Global (LBTYAFortune 500)about a possible transaction. Liberty Global declined to comment. Liberty’s interest in buying Virgin was first reported by the Financial Times…”

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Finalized: $DELL Goes Private at $13.65 Per Share

“$DELL has officially announced that it’s going private after weeks of reports and negotiations.

The final price is $13.65 a share. The deal is valued at $24.4 billion.

Company founder Michael Dell is taking the company private in partnership with private equity firm Silver Lake.

According to the release, the buyout will be funded by a big consortium. Dell and Silver Lake are going to finance it along with Microsoft which is kicking in $2 billion as a loan, according to the release. Other financing will come from BofA Merrill Lynch, Barclays, Credit Suisse and RBC Capital Markets.

Microsoft’s involvement in the process is particularly noteworthy. The reason Dell is going private is that its business of selling Windows-based PCs has not been going well. If, as a private company, Dell wanted to initiate a radical change and break away from its reliance on Microsoft, that would appear less likely with Microsoft’s involvement.

And from Microsoft’s perspective, it is likely to upset its partners. Remember, the entire PC industry is in decline. This isn’t a Dell-only problem. If HP is on the cusp of going to out of business, will Microsoft rush in with billions of dollars to bail it out?

At $13.65 a share, Dell says in the release it’s buying the company for a 25% premium over the stock’s closing price before news leaked of a potential buyout.

We expect there will be multiple shareholder lawsuits over this deal. Just a year ago, the stock was trading at ~$17.66 a share. Today, Dell and Silver Lake want to buy the whole thing for considerably less. Dell has a 45-day “go-shop” period where the board can look for a better deal….”

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$DELL Expected to Announce Buyout Terms Sometime This Morning

“NEW YORK (AP) — Shares of Dell climbed in premarket trading Tuesday on reports the personal computer maker is nearing a deal to go private worth between $23 billion and $24 billion.

The transaction is said to involve a group including Microsoft Corp., private equity firm Silver Lake and CEO and company founder Michael Dell.

The Wall Street Journal, citing people familiar with the matter, says the price being discussed is between $13.50 and $13.75 per share. This would be better than the $11 per share the stock was hovering at before word of the buyout talks trickled out last month, but a steep markdown from the shares’ price of $26 less than five years ago.

Dell’s stock closed at $13.27 on Monday.

Dell spokesman Jess Blackburn said in an emailed statement Tuesday that the Round Rock, Texas company does not comment on speculation….”

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$APKT Halted as $ORCL Will Buy Them for $1.9 Billion


“(Reuters) – Oracle Corp said it agreed to buy network gear maker Acme Packet Inc for about $1.9 billion.

The $29.25 per share offer is at a 22 percent premium to Acme Packet’s Friday close on the Nasdaq.”

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$MET Buys Provida for $2B to Expand in Latin America

MetLife Inc. (MET), the largest U.S. life insurer, agreed to buy Chilean pension manager AFP Provida SA (PROVIDA) from Banco Bilbao Vizcaya Argentaria SA (BBVA) in a deal valued at about $2 billion to add fee income in Latin America.

MetLife will conduct a public cash tender offer for all of the outstanding shares of Provida, the insurer said in a statement through the Business Wire. BBVA has agreed to transfer its 64.3 percent stake to MetLife, according to the statement.

MetLife is expanding in faster-growing markets with the Provida deal, after acquiring American Life Insurance Co. in 2010 to build operations in Asia and Europe. Chief Executive Officer Steven Kandarian has set a goal of generating at least 20 percent of operating earnings fromemerging markets by 2016 as he targets return on equity of 12 percent or more.

“It fits in well with many parts of their strategy,” Jimmy Bhullar, an analyst at JPMorgan Chase & Co., said in an interview before the deal was announced. “It seems like it’s a good business.”

Chile’s economy is projected to expand by 4.5 percent this year, compared to U.S. growth estimated at 2 percent, according to economists’ estimates compiled by Bloomberg. Low interest rates and slow economic growth have weighed on results at New York-based MetLife.

With the acquisition of Provida, MetLife’s operating earnings from emerging markets are expected to grow to about 17 percent from 14 percent currently, according to the statement.

Seeking Buyers

BBVA has sought buyers for its pension-fund assets in Chile, Mexico, Peru and Colombia….”

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HSBC Sells $7.4 Billion Ping An Stake to Thai Billionaire Dhanin

HSBC Holdings Plc (HSBA)’s $7.4 billion sale of its stake in Ping An Insurance (Group) Co. (2318) to Thai billionaire Dhanin Chearavanont was cleared by regulators, ending six weeks of speculation over the deal’s fate.

Dhanin’s Charoen Pokphand Group Co. and HSBC said payment was made in cash after the China Insurance Regulatory Commission approved the sale of 976.1 million Hong Kong-traded shares in the nation’s second-largest insurer. The transfer will take place by Wednesday, HSBC said in its statement….”

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Daimler Invests in Chinese Auto Maker

Daimler AG (DAI), the third-biggest maker of luxury cars, agreed to buy a stake in the car unit of Chinese partner Beijing Automotive Group Co. to spur efforts to catch up with competitors in the world’s largest auto market.

The parent of Mercedes-Benz will acquire 12 percent of the car division of the Chinese company, known as BAIC Motor, the Stuttgart, Germany-based manufacturer said today in a statement. The Beijing-based partner will grant Daimler two seats on the unit’s board of directors.

The investment is “significant, so that both companies can actively participate in the opportunities of the Chinese automotive market,” Daimler Chief Executive Officer Dieter Zetsche, who is also head of the Mercedes car business, said in the statement.

Zetsche has vowed to retake the top spot in worldwide luxury-vehicle sales by the end of the decade after Mercedes fell behind Bayerische Motoren Werke AG in 2005. Volkswagen AG (VOW)’s Audi unit, which has ranked second globally since 2011, also has a target of taking the luxury lead by 2020. China plays a key role in Zetsche’s strategy after Mercedes lagged behind BMW and Audi in sales growth in the country last year.

“It’s a long-term investment which secures Daimler an exclusive access to the partner,” said Christoph Stuermer, a Frankfurt-based analyst with research company IHS. The board seats will allow Daimler to have a say at the partner and start negotiating projects at an early stage, he said.

European Market…”

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Hostess CEO Says Stalking-Horse Bids Total $858 Million

“Hostess Brands Inc. Chief Executive Officer Greg Rayburn said initial or stalking-horse bids for assets of the bankrupt maker of Twinkies and Wonder bread now total $858 million, with about $100 million more for sale.

In a Bloomberg Television interview today, Rayburn said he probably will leave the company after the auction process is completed….”

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The Largest Global Mining & Steel Companies Have Written Down $50 Billion in Projects, More Expected

“The world’s biggest mining and steel companies have wiped about $50 billion off project valuations in the past year and the purge is poised to continue this earnings season as managers reassess expensive takeovers.

Anglo American Plc (AAL)Vale SA (VALE3) and Rio Tinto Group (RIO) led the writedowns as declining metal prices, rising project costs and slowing demand forced reviews. Glencore International Plc (GLEN) may write down some nickel and copper assets acquired through its takeover of Xstrata Plc (XTA), Liberum Capital Ltd. has said. BHP Billiton Ltd. (BHP) may trim aluminum operation valuations, according to Goldman Sachs Group Inc. and Sanford C. Bernstein Ltd.

Executives and shareholders are paying the price for a $1.1 trillion M&A binge over a decade. Failed deals in aluminum and coal caused $14 billion in writedowns at Rio and cost Chief Executive Officer Tom Albanese his job this month. Cost overruns contributed to Cynthia Carroll’s departure as CEO of Anglo American, which slashed $4 billion off the value of its Minas- Rio iron-ore project in Brazil yesterday. She leaves in April.

“Companies are now starting to come clean with many of the mistakes they’ve made over the last few years,” Evy Hambro, manager of BlackRock Inc.’s $12 billion World Mining Fund, said in an interview with Bloomberg Television. “It wouldn’t surprise me to see more writedowns.”

Anglo American fell 20 percent in London trading last year, while Glencore slipped 10 percent. BHP gained 13 percent and Rio Tinto 12 percent. Earnings from Melbourne-based BHP are due Feb. 20, while Glencore’s 2012 financials are expected March 5.

Deal Missteps…”

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U.S. Approves Sale of A123 to Chinese Firm

“Washington — The Obama administration approved the sale of most of bankrupt battery maker A123 Systems’ assets to Chinese firm Wanxiang Group Corp.

The company’s U.S. subsidiary, Chicago-based Wanxiang America, said it has received approval from the Committee on Foreign Investment in the United States to complete its acquisition of substantially all of the non-government business assets of A123 Systems, Inc.

“We’re pleased the government has completed its review and provided us with the go-ahead to finalize this transaction,” said Pin Ni, president of Wanxiang America. “The future is bright for A123. It is a company with exceptional talent and potential, and Wanxiang America is committed to its long-term success and the continuance of its U.S. operations. Wanxiang America looks forward to closing the transaction and to continuing to foster the technologies A123 has worked so hard to develop.”

In December, Wanxiang won a bankruptcy court auction to acquire most of A123 for $256.6 million, including its grid and commercial business assets and its U.S. facilities in Michigan, Massachusetts and Missouri.

A123 had vowed to create 3,000 jobs by the end of 2012, but only has 1,300. It won $249.1 million in grants from the Obama administration in 2009 to build battery plants in Romulus and Livonia, but has only spent $132 million. It also received more than $125 million in tax credits and funding from the state of Michigan….”

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$OPEN Makes a Small Acquisition to Get Mo’ Social

Opentable, the online restaurant booking service, has just announced that it is acquiring Footspotting, the mobile app that lets users record and link to what they’re eating in restaurants and at home. The terms of the deal were not disclosed in a blog post on Foodspotting’s site or on Opentable’s post, but Alexa Andrzejewski has confirmed a pricetag of $10 million in cash directly to TechCrunch.

Before you start getting worried that this is a classic acquire-and-close down job, catch your breath: Opentable intends to keep Foodspotting going as a standalone business.

The two already worked together somewhat…”

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M&A Rises in 2012 As IPO Activity Drops

“Towers Watson’s M&A practice recently published the results of Quarterly Deal Performance Monitor (QDPM), which is conducted in partnership with Cass Business School, and has examined the data on all deals over $100 million completed in 2012. The results are really interesting, especially when you look at what was happening in the public markets. In 2012, there were 94 deals in the tech sector with an average value of $717 million. In 2012, there were 768 M&A deals across all sectors above $100 million.

Compare this to 2011 which saw 75 tech M&A deals with an average value of $512 million. Why the jump? One theory is that it’s a combination of the softening of IPO opportunities for large companies, as well as some of the effects of the rise in valuations over the past year.

Amid Facebook’s surprising negative performance on the public markets, and the plummet in value of other tech stocks like Groupon and Zynga, going public at a billion-plus valuation wasn’t as appealing as exiting at a fairly high valuation….”

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Lenovo Quells Rumors of a $RIMM Acquisition


“Lenovo has downplayed reports that the company plans to buy Research In Motion, saying that it is instead looking at acquisition opportunities in general, reports Sina Tech(link via Google Translate).

If Lenovo does indeed decide it wants to court RIM, it may face significant regulatory hurdles. Canadian Minister of Finance Jim Flaherty said last week that a Lenovo-RIM deal is something the government “would look at carefully.” Flaherty also responded “absolutely” when asked whether some local technologies are off-limits to potential overseas buyers.

Canada has stopped international buyers from purchasing Canadian companies before. In 2008, thegovernment blocked a $1.32 billion bid from U.S. Alliant Techsystems for British Columbia-based MacDonald Dettwiller & Associate’s satellite business, which marked the first time it had prevented a foreign takeover since at least 1985. On the other hand, Chinese oil company CNOOC received government approval for a $15.1 billion acquisition of Nexen in December.

Reports of a potential deal helped RIM shares jump to their highest price in a year, though other factors include the upcoming launch of BlackBerry 10 smartphones, as well as the company’s disclosure that it is considering licensing its software or selling RIM’s hardware unit.

Lenovo, which purchased IBM’s personal computer business in 2005, is focusing on acquisitions to continue growing its mobile business as it faces down competition from other tablet and cellphone makers.”

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