Harvest Natural Resources has agreed to sell its 32% Venezuela’s Petrodelta in Venezuela to Argentina’s Petroandina for a total of $400m, it says. In the two-step deal concluding exclusive negotiation that started last month, Harvest is to sell its 80% interest in Harvest-Vinccler Dutch Holding (HVDH). Harvest would sell 29% of HVDH immediately for $125m, and sell the remaining 51% for $275m during 1Q2014. Proceeds of $330m will be used to pay Harvest’s long-term debt with the remaining proceeds used for working capital. The deal is expected to close by mid-year 2014. Bank of America Merrill Lynch advised Harvest.
Category: M&A
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CFR Sweetens SA Bid
CFR Pharmaceuticals has increased its cash and stock takeover offer for South Africa’s Adcock Ingram by 1.6% to ZAR12.8bn ($1.23bn), it says. The Chilean’s offer is up from ZAR12.6bn and comes as it faces competition from South African conglomerate Bidvest, who has increased its holding in Adcock to 6.8%. CFR’s bid comes at ZAR74.50 per share, up from ZAR73.51, and contemplates ZAR6.4bn-ZAR8.2bn in cash, and ZAR4.6bn-ZAR6.3bn in CFR shares. CFR claimed the support of shareholders holding 53% of Adcock as of last month. It needs to reach 75% for success, and a pension fund holding 19% has come out against the deal. CFR says it has a $600m bridge loan ready to go from BBVA, Santander Chile, Bancolombia and Bank of America. Credit Suisse is advising CFR, with IMTrust providing an evaluation of Adcock shares. Deutsche Bank is advising Adcock, with JPMorgan providing a fairness opinion. The deal is expected to generate revenue and cost synergies of up to $440m, would see Adcock delisted from Johannesburg, where CFR would have a secondary listing. In addition to the bridge funds, CFR is preparing a $750m equity capital raise.
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Foreigners Close in on CorpBanca
CorpBanca may be close to a sale of a stake, perhaps even a majority position, to a foreign bidder. The Chilean bank says it is in discussions to pick the winner and structure the deal – noting that controller Alvaro Saieh’s group will keep “a relevant position,” in the financial group. Itau and BBVA are the likely options, with the Brazilian saying it in is in discussions. If Itau emerges the winner, it is expected to take a majority state, as bank a official earlier said publicly Itau had no interest in a minority position. CorpBanca had a market cap of $4.51bn as of Thursday. Bank of America Merrill Lynch is advising CorpBanca on the sale process, done to strengthen its position at a time when Siaeh is facing pressures at his SMU retailer. Saieh has said no funds from the sale would go directly to SMU.
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Mexicans Buy into Spanish Bank
A group of Mexican investors led by the Del Valle family has agreed to a partnership with Spain’s Banco Popular, and will invest EUR450m ($621m) in the bank. The group of investors will come away with 6.4% of Banco Popular, at EUR3.95 per share, representing a 10% discount to the previous closing price. Shares closed Wednesday at EUR4.10. Under the agreement, Banco Popular will buy a 25% stake in the Del Valle’s Ve Por Mas brokerage in Mexico, for EUR97m.
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Canadian Sells Colombian Pipeline Position
Canada’s Talisman Energy has sold its 12% position in Colombian pipeline operator Ocensa to US private equity firm Advent International for $595m, it says, a key part of Advent’s purchase of a 22% stake. Talisman retains transportation rights for the 830km pipeline, which links the Llanos Basin to the Covenas port in Colombia. Advent is working on a $600m loan to help fund the purchase of 22%, which includes portions owned by France’s Total and Spain’s Cepsa in addition to Talisman’s piece, according to people following the process. The 7-year amortizing loan pays Libor+450bp. Citi, Itau and Natixis are leading the transaction, expected to close before the end of the year. The total purchase price of the 22% stake is expected to be more than $1bn.
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Dominican Banks Merge
Centro Financiero BHD and el Grupo Financiero Leon have agreed to merge, the two Dominican financial institutions say, bringing all operations under an entity to be known as Centro Financiero BHD Leon. At the operating level, the deal creates Banco BHD Leon, to be the country’s second largest bank with DOP182bn ($4.29bn) in assets. The two privately-held entities were mum on the valuation assigned to each side, and do not indicate what size of a minority stake in the combined entity Leon shareholders will have. The pair also notes that they are in the process of buying out the stake held by Spain’s Sabadell, but do not discuss the price involved. Sabadell held 20% of BHD prior to the Leon transaction, according to BHD’s website. The parties did not respond Thursday to request for additional details. BHD president Luis Molina is to become president of BHD Leon group’s board, with Leon president Carlos Guillermo Leon as vice president. Molina will also be president of Banco BHD Leon, with current Banco BHD CEO Steven Puig as CEO. The transaction awaits various approvals. Lazard advised BHD, and Bank of America Merrill Lynch ran a sale process on behalf of Leon. The sale follows the Leon family’s $1.24bn sale of 51% of its CND brewery to AB InBev last year.
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UK Media Group Expands in Brazilian English
British media group Pearson has agreed to buy Brazilian educator Grupo Multi, it says, for GBP505m ($826m). The transaction includes GBP65m in assumed debt, and gives the buyer what it describes as the largest provider of adult English language training in Brazil. Pearson buys control from the Martins family and its Kinea vehicle. Grupo Multi serves more than 800,000 students in Brazil, operating brands including Wizard, Yazigi, Microlins and Skill. It booked GBP42m in operating profit in 2012 and has assets of GBP200m. The transaction is subject to a regulatory review that Pearson expects to be completed in 1H of 2014. Morgan Stanley advised Pearson.
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Spaniard Moves for Cruz Blanca
Spain’s Grupo Bupa Sanitas has moved to acquire control of Chile’s Cruz Blanca Salud from the Said Somavia family, Cruz Blanca says, paying a 43.6% premium in an offer that values the health care provider at about $638m. The Spanish health care company is to pay CLP525 ($0.98) per share for 50.1%-56.0% of Cruz Blanca, depending on the results of a public tender. The price compares to a CLP365.52 closing price Friday. Shares closed at CLP Monday. Bupa Sanitas plans to begin the public tender offer in January. The Said family plans to retain a minority stake.
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European Clinches Dominican Teleco
Orange has agreed to sell its Dominican Republic business to Luxembourg-based telecom Altice for $1.44bn, the two say. Lazard advised Atlice on the transaction. The buyer has committed financing from Goldman Sachs, CFO Dennis Okhuijsen tells LatinFinance, and would likely tap the European bond market for more permanent financing, ideally before the end of the year. The transaction, subject to approval by Dominican Republic authorities, will be submitted to the board of directors of Orange during the week beginning December 9. For Orange, the deal is a step in the streamlining process it started in 2011. Orange Dominicana provides mobile telephone and Internet services to retail and business customers in the Dominican Republic. It had 2012 revenue of EUR451m ($613m) and 3.4m subscribers at the end of September.
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Saieh Seeks CorpBanca Merger
CorpBanca is studying a possible merger with a local or foreign bank, it says. “CorpBanca is analyzing, with the assistance of international investment banks, a possible transaction that involves the bank in a business tie-up with national or foreign operators,” it says. The deal would be structured as a share swap. CorpBanca, which has banking operations in Chile and Colombia, said on Friday that no decision or agreement had yet been made, nor had the structure of any deal been decided. It does not name any potential partners. Controller Alvaro Saieh has been seeking to raise cash since his SMU retail operation breached debt covenants earlier this year.