Category: M&A
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Abertis Adds in Chile, Launches Brazil Tag-Along

by LatinFinance

Spain’s Abertis has agreed to buy a set of Chilean road assets from OHL for EUR204m ($268m), and is separately launching a required tag-along offer for all of OHL Brasil along with its partner Brookfield.
In Chile, Abertis has agreed to acquire 100% of the Sociedad Concesionaria Autopista de Los Andes and Operadora de Infraestructuras de Transportes Limitada, as well as 41.41% of Infraestructura Dos Mil, the company holding the shares of both Sociedad Concesionaria Autopista del Sol and Sociedad Concesionaria Autopista Los Libertadores. Abertis is going to finance the purchase with loans in Chile, it says. From 2013, Abertis expects an annual impact of around EUR60m on its Ebitda. The transaction is subject to regulatory approval and approval of those insuring financing attached to Autopista los Andes, which Abertis expects by the end of December. Separately, Abertis and Brookfield plan to launch a tag-along bid for the 40% of OHL Brasil they don’t own, following their joint EUR2.5bn ($3.3bn) purchase of 60% agreed in April and closed this week.

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PE Shop Takes Control of Maxcom

by LatinFinance

Mexican private equity firm Ventura Capital Privado has agreed to take control of Maxcom Telecomunicaciones, Maxcom says, concluding a process where the struggling telecom had courted buyers off and on over several years. Ventura has agreed to pay MXP2.90 ($0.22) per share, for up to 100% of Maxcom’s shares. It does not indicate the total shares involved, though the sale has an estimated enterprise value of about $270m, according to a source familiar with the deal. Holders of 44.29% have already agreed to sell, and the telecom will tender publicly for the rest. Ventura will also buy a minimum of $22m in new shares through a capital raise. The transaction is contingent on Ventura obtaining 50% of the shares by the close of the tender, and the completion of an exchange for Maxcom’s 11% 2014 bonds, of which there are $200m outstanding. If successfully concluded, the funds will allow Maxcom to expand in Mexico’s communications market, it says. HSBC advised Maxcom in the transaction. The company saw CFO Miguel Cabredo resign last month. Maxcom shares closed at MXP3.62 Tuesday.

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Javer Picks Up ICA Homebuilding Assets

by LatinFinance

Mexico’s Javer has agreed to acquire homebuilding assets from ICA’s ViveICA unit, Javer says. The deal value was not disclosed, but ICA is to exchange the assets and their operating liabilities for a 23% stake in Javer. Javer also takes on responsibility for refinancing MXP600m ($46m) in project debt, and notes that it expects to use a multi-year term loan for financing at first, before replacing it in the bond market. Javer adds 20 developments in Baja California, Veracruz, Hidalgo, Guanajuato, and Quintana Roo, representing all of ViveICA’s assets apart from those in Peru, Ciudad Juarez, Chihuahua and a luxury apartment building in Distrito Federal. Following the deal, ICA becomes Javer’s third-largest shareholder and gets two seats on its board of directors. The new company is expected to generate positive cash flow after the deal, which is set to close at the end of first quarter 2013, pending regulatory approvals. Creel, Garcia, Cuellar, Aiza y Enriquez advised Javer, while Galicia Abogados and Goldman Sachs advised ICA. In a report, Barclays calls the transaction positive for Javer, noting an improvement in scale and geographical diversification.

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YPF Jumps on Metrogas Stake

by LatinFinance

BG Group, which had planned to sell its 54.7% stake in Gas Argentino (GASA) to Argentinia’s Integra, saw energy company YPF exercise its right of first refusal – the state-controlled player intends to buy the stake instead. GASA has 70% of shares in Metrogas. The divestment is a part of BG Group’s wider portfolio to divest its transmission distribution, says a person familiar with the deal, while declining to disclose the value.

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Banorte Clinches BBVA Afore

by LatinFinance

Grupo Financiero Banorte has agreed to acquire BBVA’s Mexican pension operations, becoming the country’s largest pension manager in a deal valued at $1.6bn, the banks say. Banorte, long rumored to have been the top contender for the asset, has teamed up with Mexico’s IMSS Social Security Institute – a co-owner of the Afore XXI Banorte pension fund – to make the purchase, with each party paying 50%. The final price will depend on the value of the accounts at the time of transfer, with the cost reaching as much as $1.73bn. “Considering Banorte will reach about 35% of the market [in terms of accounts], paying a 14x multiple for the asset is positive,” says a Mexico-based equity analyst. BBVA says the deal values its Afore at 14.5x 2012 earnings. In a research report, Vector Casa de Bolsa values the transaction at 12.9x earnings and 5.4x book value. Afore Bancomer managed MXP279.29bn ($21.48bn) in assets in 4.49m accounts as of the end of October. After the deal is completed, Afore XXI Banorte will manage MXP516.54bn in 11.78m accounts. The transaction is the first since BBVA announced in May that it planned to sell its pension funds in Mexico, Chile, Colombia, and Peru, and the rest remain on the block. “This is mainly a case of a seller that needs to build up equity and has a disposable asset,” says a US-based equity analyst covering the sector, noting that a major shift in the sector is unlikely. The banks could not be reached to confirm advisors on the transaction, though Goldman Sachs has been advising BBVA on the strategic options for its LatAm pension assets.

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Corfi Increases Promigas Stake

by LatinFinance

Colombian investment bank Corficolombiana has purchased an additional 18.7% stake in natural gas distributor and transporter Promigas through a public tender, it says, spending COP634.95bn ($348m). Corficolombiana bought 24.9m shares at COP25,500 each in the offer closed last week, close to reaching a 20% target. The bank now holds 34.1% directly, and an additional 10.6% through its position in CFC Gas Holding, making it the largest Promigas holder.

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OGX Picks up Petrobras Block Stake

by LatinFinance

Petrobras has sold 40% of its interest in the BS-4 offshore concession to OGX, it says, for $270m. The deal, done through a farmout agreement, includes the Atlanta and Oliva fields located in the Santos Basin. Queiroz Galvao remains as operator for the concession, with a 30% interest, and Barra Energia do Brasil keeps its 30% interest. The deal is subject to regulatory approvals, and is the first asset sale under the state-controlled oil producer’s divestment program in its 2012-2016 business plan.

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Ally LatAm Assets Go Back to GM

by LatinFinance

Ally Financial has agreed to sell its operations in Brazil, Mexico, Colombia and Chile to General Motors, it says, as part of a larger $4.2bn sale of all Ally’s international assets. The total buy, including European and LatAm operations and 40% of a Chinese joint venture, comes at a $550m premium to book value, GM says. The auto lender formerly known as GMAC has been looking to shed the international operations since May. GM owned GMAC until 2006. Sullivan and Cromwell advised Ally on the deal, expected to close in mid-2013, subject to approvals. It follows the $865m sale of Ally’s ABA Seguros Mexico insurance business to Switzerland’s ACE agreed last month.

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Amil Adds In Europe

by LatinFinance

Amil Participacoes has agreed to buy the HPP Saude healthcare arm of Portugal’s Caixa Geral de Depositos for EUR85.6m ($109.7m), Caixa says. The transaction was the result of a competitive process and includes an unspecified amount of debt. It is part of the bank’s larger strategy to unload its hospital assets. HPP operates seven hospitals throughout Portugal. Amil is set to become a unit of UnitedHealth, following the conclusion of a merger agreed last month, by which the US provider agreed to pay $4.9bn for 90% of Amil.

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