Brazil’s Qualicorp has agreed to buy a 60% position in a pair of businesses from health benefits manager Grupo Alianca, spending more than BRL100m ($49m), it says. It will pay BRL100m immediately for the stake in Alianca Administradora de Beneficios de Saude and GA Consultoria, Administracao e Servicos, and an additional amount in 2014, to be determined based on 2013 Ebitda. The units booked BRL251m in Ebitda in 2011, and Qualicorp claims to be paying a 9.5x Ebitda multiple. Alianca founder Elon Gomes de Almeida will hold 40% of the units, and keep his position as CEO. Qualicorp has the option to buy the remaining 40% after 5 years.
Category: M&A
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Anglo and Codelco to Talk
Anglo American and Codelco have agreed to hold discussions aimed at resolving a dispute over ownership of Anglo’s Chilean unit, Anglo says. The two have requested a pause in their court proceedings until June 22, to allow for the talks. The two miners are fighting over Coldelco’s desire to exercise a decades-old option to buy 49% of the Anglo American Sur mine. Anglo agreed in November to sell 24.5% of the unit to Mitsubishi for $5.39bn, which Codelco saw as an attempt to block it from exercising its option fully.
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Duratex Expands in Colombia
Brazilian wood products maker Duratex has initiated the process through which it could buy up to 52% of Colombia’s Tablemac, it says, spending as much as $128m-equivalent. Duratex has agreed to buy 25% of the Colombian industrial wood panels specialist for $56m, or COP12.00 per share. In the next 10 days, it plans to launch a public offer to Tablemac shareholders for an additional 10-12% at the same price, spending up to $37m. Finally, Duratex can, within the next 2 years, opt to buy another 15% at the same per-share price adjusted by an annual rate of 6.25%. Tablemac has a market cap of COP249bn ($136m) and took in COP24.6bn in Ebitda in 2011.
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EcoRodovias Adds Port Assets
Brazil’s EcoRodovias has agreed to spend BRL540m ($268m) to purchase a stake in a set of container terminal and logistics assets at the Santos port, it says. In the deal, the infrastructure and logistics operator acquires 41.29% of Aba Porto, a holding vehicle for the Tecondi complex, from its owners. It also has the opportunity to acquire 100% of Aba within 12 months at the same per-share price. To fund the purchase, EcoRodovias plans to raise BRL550m in 1-year bonds in Brazil’s local market, in a transaction paying 108% of the DI and managed by BTG Pactual and Itau. The company does not respond to requests for additional comment.
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Cemig Shuffles Transmission Assets
Cemig is transferring 6 transmission assets to its Taesa subsidiary, for BRL1.73bn ($856m), it says, consolidating its transmission holdings before a Taesa equity follow-on. Taesa will transfer BRL1.67bn to Cemig and BRL64m to the Cemig Geracao e Transmissao unit, in exchange for the Empresa Catarinense de Transmissao de Energia, Empresa Regional de Transmissao de Energia, Empresa Norte de Transmissao de Energia, Empresa Paranaense de Transmissao de Energia, Empresa Amazonense de Transmissao de Energia and Empresa Brasileira de Transmissao de Energia units. Cemig said last month it is analyzing conditions for the offering of Taesa shares, expected to raise up to BRL2bn. It may hold the sale as soon as June or July, according to market sources, hiring BTG Pactual and Bank of America Merrill Lynch to manage the sale. The follow-on sale would in many ways function as an IPO for the relatively illiquid shares. Cemig bought Taesa, then known as Terna Participacoes, in 2009 from Italy’s Terna, and has indicated it would look to increase the unit’s float. Taesa shares closed at BRL65.50 Friday.
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Dental Supplier Drills into Brazil
Swiss dental implant maker Straumann has agreed to acquire a 49% stake in Brazil’s Neodent for CHF260 ($274m), it says. Curitiba-based Neodent is a privately held manufacturer of dental implants and related prosthetic components. It controls about 33% of the Brazilian dental implant market, which Straumann calls the world’s second-largest. Under the terms of the all-cash deal, Straumann will receive options to increase its stake to 100% over the next 6 years. The companies will continue to operate as separate brands. Neodent also has subsidiaries in Portugal and Mexico, and has more than 10 distributors in South America. Straumann expects significant growth in Brazil in the coming years due to an aging population and an expanding middle class, it says.
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Genomma to Refocus M&A: CFO
Mexico’s Genomma Lab, a pharmaceutical and hygiene products company, will turn to brand acquisitions in Mexico, Central and South America after abandoning a takeover offer for US healthcare and cleaning brands company Prestige Brands (PBH) earlier this month. “Now that the Prestige deal is off, we will focus and look for brand acquisitions that fit into our portfolio,” Oscar Villalobos, Genomma CFO, tells LatinFinance. Acquisition targets would range between $2m-$100m and should not reach the size of the $834m Prestige offer, he adds. Multinational and local brands in the OTC and personal care sector that trade up to 3x Ebitda are targets the company would consider for acquisition. Genomma obtained a commitment for up to $2.2bn in financing for the Prestige deal, and Villalobos says it has sufficient lines of credit for future brand acquisitions without having to turn to the debt capital markets for financing. Last year, CEO Rodrigo Herrera told LatinFinance the company was considering tapping the dollar bond markets to finance acquisitions of at least a dozen targets under its radar. Genomma signed a domestic MXP2bn dual tranche loan in 2011, which followed a 2008 IPO. The loan was the company’s first debt issuance and was used for the acquisition of 16 brands. It consisted of an MXP1.3bn 5-year tranche and a MXP700m 3-year.
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YPF Seeks Debt Waivers
Argentina’s YPF is pursuing waivers from creditors to avoid the accelerated repayment of more than $1bn in debt, it says. The recent nationalization of YPF by the Argentine government might constitute a default on about $1.6bn of its debt, which would trigger early repayment. “In case those waivers are not obtained and immediate repayment is required, the company could face short-term liquidity problems. However, management expects that in such case it could obtain financing from several sources, including the company’s operating cash flows and available credit lines,” YPF says. Additionally, YPF says it currently isn’t in compliance with New York Stock Exchange listing requirements regarding its audit committee, and could face the delisting of its ADS. Separately, Spain’s Repsol – whose 57% stake in YPF was reduced to 6% through the expropriation earlier this month – says is will sue Argentina in a US court, and seek arbitration through the World Bank’s International Centre for Settlement of Investment Disputes.
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Casino Moves Closer to GPA Control
French retailer Casino has made another move in its quest for sole control of Brazil’s Grupo Pao de Acucar (GPA), reducing Albilio Diniz’s influence on the board. Casino CEO Jean-Charles Naouri will on June 22 become chairman of Wilkes, the holding company that controls GPA, replacing founding family member Diniz, Casino says. Diniz could hold on to his position as GPA’s chair, though Naouri would be able to name most of the GPA board. Under a 2005 shareholder pact, Casino takes control of both entities from June by buying one common share in the holding company from Diniz. Diniz could then exercise an option to sell 1m shares in Wilkes to Casino if he is not content with the lack of influence over company decisions. Last week, Casino ousted Diniz from Casino’s board. Casino and its parent have been building up their position in GPA to guard against a possible merger between GPA and French retail rival Carrefour, which Carrefour attempted last year.
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German Steelmaker Ponders Brazilian Mill Exit
ThyssenKrupp is considering the sale of its mills in Rio de Janeiro, it says, along with facilities in the US, as it struggles with cost overruns and delays. The German steelmaker may offer its slab-producing Brazilian plant to Vale, its partner and owner of more than 25%. The Brazilian and US assets are said to have a total book value of about EUR7bn ($8.86bn), according to news reports citing comments from CEO Heinrich Hiesinger. The company declines to comment further.