1 2 3 4 5 6

Monday

Today’s deals (includes announced and amended deals to 6:30 a.m. New York time)

When ConAgra Foods Inc. said on Nov. 27 it would buy Ralcorp Holdings Inc. for $6.7 billion, ConAgra’s stock climbed 4.7 percent. Similarly, when M&T Bank Corp. agreed to buy Hudson City Bancorp for about $4.3 billion Aug. 27, M&T shares shot up 4.6 percent the day of the announcement.

Those are just two examples of a trend that runs counter to accepted wisdom and the history of mergers: Companies making large acquisitions this year were more likely than not to see their shares rise.

“Historically, there’s been an assumption that on a short-term basis that the company had to overpay and stocks usually went down on the buy side,” Bob Profusek, chair of the global M&A practice at law firm Jones Day said in a telephone interview last month. “Every deal that I’ve worked on this year for buyers, the buyers have had a pop in their stock.”

An analysis of deal and stock price data compiled by Bloomberg bears out the anecdotal perceptions of dealmakers that buyers are being rewarded for their deal announcements this year. Over the past decade, the trend has moved toward a more positive reaction to acquisitions, with the exception of a sharp dip in 2008. That year investors may have pushed buyers’ shares down due to worries about how transactions would fare as the global economy moved into a recession, accord-ing to J. Neely, a partner at consulting firm Booz & Co.

This year a little -8

-6

-4

-2

0

2

4

2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012YTD

North America ex Mexico

Europe

Average Change in Buyer's Stock on Deal Announcement

By year

Source: Bloomberg

Perc

ent

See story for methodology

Investors Give acquirers a Boost in 2012

TarGeT TIcker secTor acquIrer TIcker Value ($M)

eV/lTM eBITda

Island Business - - Bahrain Telecommunications Co BSC BATELCO BI 680 -Emas Victoria L Bhd 0625826D MK Consumer, Non-cyclical Perisai Petroleum Teknologi Bhd PPT MK 89 -SJR Marine 2670549Z MK Industrial EOC Ltd. EOC NO 53 -Note AB NOTE SS Communications Carl Bennet AB 1725Z SS 46 3.8Aalborg Portland Malaysia Sdn Bhd 6934293Z MK Industrial Adelaide Brighton Ltd. ABC AU 30 -Ellendale Diamond Mine - - Goodrich Resources Ltd. GRX AU 18 -India Financial Data & News Terminal - - Samara Capital Partners 2315533Z MP 16 -TFT-LCD Business unit of Cheil Industries Inc. - - HB Technology Co Ltd. 078150 KS 12 -Goodness Come Investments Ltd. - - Morich International Investments Ltd. 0625863D HK 6 -trade and asseets for Honda Operations - - Vertu Motors Plc VTU LN 6 -

By WIll ROBINSON, AlICIA lOONEy ANd JOHN E. MORRISDEALS. Search engine giant Google ac-quired BufferBox, a service for delivering e-commerce goods. Page 3.

IN PLAY. ADM raised its offer for Grain-Corp to A$12.20 per share and said it now holds 19.9 percent of the Australian grain-handler. Singapore Airlines confirmed it is in talks to sell its 49 percent stake in Virgin Atlantic and people familiar with the matter said that Delta Air Lines is dis-cussing buying shares. Bahrain’s Batelco agreed to buy Cable & Wireless’s Monaco and Islands unit for $680 million. Japan’s Accordia Golf has approached Gold-man Sachs and others for help countering PGM’s hostile takeover bid, three people with knowledge said. Page 3.

MARKET CALLS. Analysts welcomed Singapore Airlines’ decision to seek a buyer for its Virgin stake. Page 3.

M&A CHARTBOOK. A deeper look at the data underlying our page 1 story about companies getting a share price lift from acquisitions. Page 4.

REAL M&A. For Carl Icahn’s pursuit of Greenbrier, the second time could be the charm after the railcar maker fell to its low-est valuation in six years. Page 5.

DEAL ARBITRAGE. Page 6.

M&a Watch

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more than 50 percent of the time buyers’ stocks climbed one day after they an-nounced takeovers, the data show. Where there were upward movements, they were large enough that the average increase was 1.7 percent for deals worth more than $500 million, according to the data. That level has been reached in only two prior years: 2005 and 2010.

“When you announce good strategic deals these days both stock prices go up, not just the target’s stock price,” and that may persuade more companies to pursue transactions, Bank of America Corp.’s head of M&A Steven Baronoff said at the Bloomberg dealmakers Summit in New york on Oct. 25.

Explanations vary for investors’ more benign view of acquisitions. Companies are using cash to do deals or they are bor-rowing money at historically low interest costs and that means deals have a better chance of boosting buyers’ earnings per share, Profusek said.

Investors may believe that targets are undervalued in the current slow dealmak-ing environment, according to Murillo Campello, a professor at Cornell Univer-sity’s Johnson Graduate School of Man-agement. “With the special circumstances today, there are indeed good targets, undervalued targets out there,” he said.

One possible explanation is that compa-nies that announced deals this year, when M&A levels were low, may have gained a “first-mover advantage” by picking up the best targets, according to Mike Stegem-oller, a professor at Baylor University’s Hankamer School of Business.

Another factor may be that companies are making acquisitions close to their

existing businesses to grow sales or cut costs rather than pursuing more complex objectives through deals, according to Sachin Shah, a special situations and merger arbitrage strategist with Tullett Prebon Plc. Goals like cost-cutting tend to produce short-term stock gains, he said.

“There’s a reason why you see more buyers go up on announcement, because the value creation thesis is quite strong,” said Neely, who advises consumer prod-ucts companies on mergers. ConAgra, for example, will be able to add new brands and reduce Ralcorp’s costs, he said.

Historically all-cash deals have been received more favorably, and they have been on the rise, making up about 70 percent of the 2012 data set. At the same time, the reaction to mergers paid for partly with stock has improved and they are now on average producing a gain in the buyer’s share price.

The stock price changes are the mean percentage difference between the acquir-ers’ stock price three days before the deal’s announcement and the share price one day later.

The time span was chosen to account for announcements late on Friday and those made in time zones other than that of the buyer’s primary stock listing. North American deals exclude Mexico. Geographic classification is based on the acquirer’s primary stock listing.

Only deals worth at least $500 million were sampled. The 2012 figures are based on announcements through Nov. 14.

— Alicia Looney is a private equity analyst with Bloomberg’s MA database team

For a closer look at data on buyers’ share price movements, see M&A Chartbook, Page 4.

acquisitions win better grades …

TarGeT TIcker secTor acquIrer TIcker Value ($M)

eV/lTM eBITda

Metro AG's Real grocery stores - - Groupe Auchan SA 211642Z FP 1,431 -Apple Reit Six Inc. 572776Z US Financial Blackstone Group LP BX US 1,259 -Daiichi Chuo KK 9132 JP Industrial Mitsui OSK Lines Ltd. 9104 JP 1,101 -Anthony International Inc. 623358Z US Industrial Dover Corp. DOV US 603 -Hubei Fuxing Huiyu Jianghan Property Co. 0625815D CH Financial Hubei Fuxing Science & Technique Co Ltd. 000926 CH 316 -Alta at K Station - - Morguard Corp. MRC CN 300 -J Brand Holdings LLC 3530341Z US Consumer, Cyclical Fast Retailing Co Ltd. 9983 JP 290 -Swakop Uranium - - Epangelo Mining Co Pty Ltd. 0625609D Nw 214 -Digital Risk LLC 0381746D US Consumer, Non-cyclical Mphasis Ltd. MPHL IN 175 -Nakayama Amorphous KK 0625619D JP Basic Materials Innovation Network Corp of Japan INCJZ JP 97 -

yesTerday’s deals

Bloomberg Brief Mergers

Newsletter Ted Merz Executive Editor tmerz@bloomberg.net 212-617-2309

Bloomberg News Katherine Snyder Managing Editor ksnyder@bloomberg.net 212-617-5212

Mergers Editors John E. Morris jmorris89@bloomberg.net 212-617-0628

John Manley jmanley5@bloomberg.net +44-(0) 20-3525-8762

Scott Johnson sjohnson166@bloomberg.net +852-2977-4678

Rob Williams rwilliams80@bloomberg.net 212-617-8844

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Contributing Carol Chuang Data Editors cchuang2@bloomberg.net 212-617-3642

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(includes deals announced from Nov. 30 to Dec. 2)

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Singapore Air May Sell Virgin Stake; Delta Said Interested

Singapore Airlines Ltd. said it is in talks about selling its 49 percent stake in Virgin Atlantic and people familiar with the matter said that Delta Air Lines Inc. is discussing buying shares.

The U.K. carrier, founded by billionaire Richard Branson, has failed to break International Consolidated Airlines Group SA unit British Airways’ domi-nance at london’s Heathrow, undermin-ing Singapore Air’s strategy of using the partnership to offer trans-Atlantic routes.

Since taking office in 2011, Singapore Air Chief Executive Officer Goh Choon Phong has also reoriented the carrier more toward Asia routes by ordering smaller planes to compete with low-cost airlines.

Singapore Air, which has written off much of its Virgin stake, is holding nego-tiations with “interested parties,” it said in a statement today. delta is discussing buying part or all of the shareholding, said the people who asked not to be identified. delta’s partner Air-France KLM might also invest, they said.

— David Fickling, Matthew Campbell and Mary Jane Credeur

Batelco to Buy Cable & Wireless Monaco Unit for $680 Mln

Bahrain Telecommunications Co., the state-controlled company known as Batelco, agreed to buy Cable & Wireless Communications Plc’s Monaco and Islands unit for $680 million.

Batelco will acquire CWC’s businesses in Maldives, Channel Islands and Isle of Man, Seychelles, South Atlantic and diego Garcia as well as 25 percent of Cie Monagesque de Communications SAM, the company said in a statement. Compagnie Monagesque de Communica-tions holds CWC’s 55 percent stake in Monaco Telecom. Batelco and CWC also entered into put and call arrangements to buy CWC’s remaining 75 percent stake in Compagnie Monagesque de Communica-tions, allowing Batelco to acquire a con-trolling interest in Monaco Telecom for $345 million. The company has appointed Citigroup Inc. and BNP Paribas SA to arrange the financing.

— Shaji Mathew

Nokia Siemens Sells Optical Network Unit to Marlin Equity

Nokia Siemens Networks, the phone-equipment venture of Nokia Oyj and Siemens AG, agreed to sell its optical networks business to Marlin Equity Part-ners as part of its plan to reduce costs and focus on mobile broadband.

As many as 1,900 employees, mainly in Germany, Portugal and China, will transfer to a new company, Nokia Siemens said today in an e-mailed statement, without giving a sale price. The deal may be worth 200 million euros ($261 million), depend-ing on the value of patents included, said Robert Jakobsen, a Jyske Bank A/S analyst in Silkeborg, denmark.

The deal with los Angeles-based Marlin will probably close in the first quarter of 2013, Nokia Siemens said. The new busi-ness will be based in Munich.

— Adam Ewing

Google Acquires Shipping Service BufferBox

Google Inc., owner of the world’s most popular search engine, has acquired BufferBox Inc., a service for delivering e-commerce goods to physical kiosks.

Terms of the deal weren’t disclosed. BufferBox, founded in Waterloo, Ontario, enables online shoppers to pick up par-

cels at grocery and convenience stores at any time in the Toronto area, according to its website.

— Brian Womack

Accordia Golf Said to Approach Goldman to Counter PGM Bid

Accordia Golf Co., a Japanese golf course operator, approached companies including Goldman Sachs Group Inc. as potential investors to counter a hostile takeover bid, three people with knowledge of the matter said.

Accordia contacted Goldman Sachs, Orix Corp. and private-equity firms to attract a higher bid than the 81,000 yen ($980) a share offer by PGM Holdings K.K., said the people.

The golf operator plans to raise its full-year dividend to 5,500 yen from 1,600 yen, it said in a statement.

“We disagree with the takeover bid,” Accordia said. “Our profitability exceeds PGM’s by far, and the bid price is insuf-ficient compared with our corporate value.”

Daiwa Securities Group Inc. was hired by Accordia to give advice on how to counter PGM’s offer. PGM has hired Barclays Plc’s Japanese brokerage unit as a financial adviser.

Accordia owns 132 golf courses, and PGM has 124.

— Takahiko Hyuga

THe WIre

■ Analysts welcomed Singapore Airlines Ltd.’s decision to seek a buyer for its 49 percent stake in Virgin Atlantic.

“They’ve had this stake for 13 years and it’s just been a drain,” said Peter Har-bison, executive chairman of CAPA Centre for Aviation. “It’s one of the bigger mistakes that they’ve made.”

“What’s most valuable about Virgin Atlantic is the slots it’s got at Heathrow,” said Paul Yong, director of research at Singapore-based DBS Vickers Securities. “Any airline that’s got significant operations into Europe would be interested.”

Deutsche Lufthansa AG, other U.S. airlines, and Gulf carriers such as Etihad Airways PJSC and Emirates could look at Virgin, especially if Virgin chief Richard Branson offers some of his stake, yong said.

Singapore Airlines is “a lame duck” minority shareholder in Virgin, said Timothy Ross, a Credit Suisse Group AG analyst. “The relationship has contributed little in terms of cash flow or synergies.”

The airline also doesn’t need the extra access at Heathrow because it flies Airbus SAS A380 superjumbos to the airport, said Arnaud Bouchet, an analyst for BNP Paribas SA.

— David Fickling, Matthew Campbell and Mary Jane Credeur

MarkeT calls

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1 2 3 4 5 6

M&a cHarTBook Compiled by John e. morris

Slightly more than half of U.S., Cana-dian and European-listed companies that announced acquisitions larger than $500 million this year saw an immediate gain in their share prices. Historically, acquirers’ shares have tended to fall following the announcement of a deal

(see “Investors Give Acquirers a Boost in 2012” on page 1).

The median uplift is 1.7 percent this year, measured as the gain from the closing price three days prior to the an-nouncement and the price one day after.

That shift in investor response has

been particularly marked in North America (see first chart below).

In addition, over the past 13 years, ac-quisitions paid for partly or entirely with stock have met with increasing investor approval (see chart at lower left).

Even some acquisitions that were large in proportion to the buyer were well received. (Chinese video web sites Tudou Holdings and youku Tudou are classified as American because their shares are listed in the U.S.)

With corporate balance sheets swollen with cash and interest rates at historic lows, all-cash deals have accounted for a higher proportion of all deals.

Paying with stock no longer has the stigma it once had in investors’ eyes. The average change in a buyer’s share price after it announces a stock-for-stock, or stock-and-cash deal has moved into positive territory.

While quarterly averages show a less consistent pattern than the annual figures in the chart on page 1, the overall movement has been upward.

-12

-10

-8

-6

-4

-2

0

2

4

6

North America ex Mexico

Europe

Average Change in Buyer's Stock on Deal Announcement By quarter

Source: Bloomberg

Perc

ent

0

10

20

30

40

50

60

70

% of all sampled deals withall-cash consideration

The Portion of All-Cash Deals Has Been Rising

Source: Bloomberg

Perc

ent

:::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::SUBSCRIBE TO BLOOMBERG BRIEFFOR THE LATEST NEWS, INFORMATION, ANALYSIS AND COMMENTARY.BLOOMBERGBRIEFS.COM

Buyers’ stocks Got a lift From deal announcements in 2012

-8

-6

-4

-2

0

2

4

2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012

All-cash deals All or part-stock deals

Source: Bloomberg

All-Stock Deals Are Getting a Better Reception

Change in buyer's share price on announcement

Perc

ent

North America ex Mexico and Europe, deals over $500m

Biggest Stock Gains After a Deal Announcement

TarGeT acquIrer % cHanGe In Buyer’s

sTock

deal Value ($M)

TarGeT eV as % oF

Buyer eVHomeward Residential Ocwen Financial 26.0 750 - SuperMedia Dex One 24.2 1,474 62.9

Space Systems/Loral MacDonald Dettwiler & Associates 23.3 875 -

PlainsCapital Hilltop Holdings 23.3 523 - Crown Imports Constellation Brands 23.0 1,850 - Apex Systems On Assignment 21.6 600 - Tudou Holdings Ltd Youku Tudou 20.3 925 12.3 warnaco Group PVH 20.3 2,855 32.2 Catalyst Health Solutions Catamaran 19.0 4,167 62.9 Georgia Gulf westlake Chemical 18.3 1,853 25.1

Source: Bloomberg

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1 2 3 4 5 6

By TARA lACHAPEllE ANd BROOKE SUTHERlANd

For Carl Icahn’s pursuit of Greenbrier Cos., the second time could be the charm after the railcar maker fell to its lowest valuation in six years.

Icahn disclosed a 9.99 percent stake in Greenbrier last month and sought to discuss options with management four years after dropping an attempt to link up the company with American Railcar Industries Inc. The activist investor resur-faced after a more than 40 percent drop in the shares left Greenbrier at its cheapest price relative to earnings since 2006, ac-cording to data compiled by Bloomberg.

The undervalued stock is luring Icahn back to Greenbrier at the same time that railcar demand picks up from customers such as energy companies, according to Stephens Inc. A combination of Green-brier and American Railcar, in which Icahn has a controlling stake, would overtake Trinity Industries Inc. as the industry leader with more than a third of the mar-ket and allow the merged company to cut overhead expenses, said Susquehanna International Group LLP.

Icahn “does have a better case now than in 2008,” given the stock drop, said Patrick Nolan, an analyst at Penn Capital Man-agement Co. A merger “would be good for the industry on a pricing level, and then it would also be good for the two companies because you put a better management team with American Rail at the helm of Greenbrier and run it more efficiently.”

Greenbrier, with a market capitalization of $519 million and sales of $1.8 billion in the fiscal year ended in August, makes railcars and equipment as well as freight barges. The company also provides leas-ing and other services, such as repairs and maintenance.

On Nov. 13, Icahn disclosed in a regula-tory filing that he took a 9.99 percent stake in Greenbrier, saying the shares are “undervalued,” and that he sought discus-sions with management “possibly relating to strategic opportunities.” Greenbrier said Icahn contacted Chief Executive Officer Bill Furman about the investment, without suggesting any specific proposals or timetable for future talks. The company said it “remains committed to enhancing

shareholder value and to maintaining an open dialogue with its shareholders.”

The billionaire investor took a similar stake in Greenbrier in February 2008, sug-gesting then that the company and Ameri-can Railcar, in which he held a majority stake, hold merger talks. The discussions broke off in June that year due to “certain unresolved issues,” Icahn said at the time, and he later cut his stake in the company.

Icahn built up his latest position in Greenbrier as the stock slumped after the company reported fourth-quarter earn-ings that missed its own expectations and new railcar deliveries were forecast to fall in fiscal 2013. On Nov. 5, Greenbrier shares fell to $13.40, giving the company an enterprise value that was 5.39 times Ebitda in the previous 12 months. That was the cheapest since August 2006, according to data compiled by Bloomberg. Even after surging on news of Icahn’s investment, the shares ended last week at $19.11, still 21 percent lower than at the start of the year.

Greenbrier’s undervalued shares have reignited an opportunity for Icahn to pur-sue a merger of Greenbrier and American Railcar, said Brad Delco, a Stephens analyst. While the railcar makers couldn’t expand output fast enough in the past year to keep up with demand to haul sand used by oil and gas producers to extract fuel from shale rock, the manufactur-ers are still in the beginning stages of a

recovery, he said. A tie-up would also help diversify the companies, which don’t have a lot of overlap, delco said.

American Railcar, with a market value of $656 million, focuses on tank cars, which transport everything from vegetable oil to crude and chemicals, and hoppers for handling bulk items such as sand and grain. Greenbrier makes intermodal railcars, which move containers often car-rying consumer goods that can travel by a combination of train, truck and ship. It also builds partition cars for hauling lumber as well as tank cars. Together, Greenbrier and American Railcar would have a 36 percent share of the railcar market, vaulting past the current leader, Trinity Industries at 31 percent, said Bascome Majors, an analyst for Susquehanna. The business could also cut overhead costs by letting go of some of the management team, Majors said.

The challenge to a deal would be obtain-ing regulatory clearance because com-petitive concerns could cause regulators to scrutinize the combination, Majors said.

Still, railroad rivals have combined in the past without running into regulatory roadblocks. Trinity Industries acquired closely held Thrall Car Manufacturing Co. in 2001, according to data compiled by Bloomberg. Combining Greenbrier with American Railcar may be the next logical step for an industry that’s already consoli-dating, said Nolan of Penn Capital.

Icahn sees second-Time charm as Greenbrier Value Falls

real M&a

$70

$97

$152 $166

$194

0x

2x

4x

6x

8x

10x

12x

$0

$50

$100

$150

$200

$250

FY10 FY11 FY12 FY13E FY14E

mill

ions

Ebitda (lhs) EV/Ebitda (rhs)

Greenbrier Cos.

0x 5x 10x 15x

Wabtec Corp.

TrinityIndustries Inc.

FreightCarAmerica Inc.

American RailcarIndustries Inc.

Greenbrier Cos.

Source: Bloomberg

EV/Trailing 12-Month Ebitda

Greenbrier Ebitda Forecast to Grow 30% in Two Years

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1 2 3 4 5 6

TarGeT acquIrer deal sIze ($M)

announced daTe

expecTed coMpleTIon

daTe

oFFer per

sHare

announced preMIuM

In %

lasT TarGeT prIce

currenT preMIuM

%spread

lasT spread

MoVe

American Realty Capital Trust Inc Realty Income Corp 2,804 09/06/12 03/31/13 11.69 2.76 11.65 0.36 0.04 0.25

AMERIGROUP Corp wellPoint Inc 4,556 07/09/12 03/31/13 92.00 47.43 91.80 0.22 0.20 0.03

Astral Media Inc BCE Inc 3,729 03/16/12 06/01/13 50.00 37.22 45.75 9.29 4.25 -0.12

Best Buy Co Inc Richard Schulze 7,594 08/06/12 - 26.00 39.92 13.11 98.32 12.89 -0.16

Celtic Exploration Ltd Exxon Mobil Corp 2,896 10/17/12 - 24.50 32.87 26.13 -6.24 -1.63 -0.13Cooper Industries PLC Eaton Corp 12,846 05/21/12 12/03/12 79.56 22.88 79.27 0.37 0.29 0.21Coventry Health Care Inc Aetna Inc 5,591 08/20/12 06/30/13 44.08 27.87 43.68 0.91 0.40 -0.13

GenOn Energy Inc NRG Energy Inc 4,210 07/23/12 03/31/13 2.57 22.31 2.55 0.62 0.02 -0.01

Hudson City Bancorp Inc M&T Bank Corp 3,838 08/27/12 06/30/13 8.21 12.27 8.06 1.89 0.15 -0.07

Inmet Mining Corp First Quantum Minerals Ltd 4,103 11/28/12 - 70.00 28.83 67.75 3.32 2.25 -2.25

Jefferies Group Inc Leucadia National Corp 2,639 11/12/12 03/31/13 17.94 24.76 16.96 5.79 0.98 -0.04

Medicis Pharmaceutical Corp Valeant Pharmaceuticals Int’l. 2,440 09/03/12 06/30/13 44.00 35.55 43.25 1.73 0.75 -0.01

Nexen Inc CNOOC Ltd 17,432 07/23/12 12/31/12 27.50 65.09 24.55 12.03 2.95 -1.12

Oshkosh Corp Icahn Associates 3,245 10/11/12 12/03/12 32.50 16.32 29.35 10.73 3.15 0.72

Progress Energy Resources Corp Petronas 5,590 06/28/12 - 22.00 96.52 20.18 9.02 1.82 -0.65

Ralcorp Holdings Inc ConAgra Foods Inc 6,655 11/27/12 03/31/13 90.00 25.95 89.14 0.96 0.86 -0.20

Shaw Group Inc/The Chicago Bridge & Iron Co NV 3,180 07/30/12 03/31/13 46.23 73.39 44.93 2.90 1.30 0.09

Titanium Metals Corp Precision Castparts Corp 2,867 11/09/12 12/19/12 16.50 36.74 16.62 -0.72 -0.12 -0.08

Viterra Inc Glencore International PLC 7,432 03/20/12 12/10/12 16.25 33.41 15.55 4.50 0.70 -0.03

warnaco Group Inc/The PVH Corp 2,824 10/31/12 - 72.63 33.56 71.89 1.03 0.74 0.07

deal arBITraGe

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