Saturday, November 12, 2005

Acquisition - NRG and Texas Genco - Antitrust waiting period terminated

NRG and Texas Genco announced recently that FTC has granted the termination of the antitrust waiting period under the Hart-Scott-Rodino Act for the proposed by NRG of Texas Genco LLC.

Mergers Blog: NRG and Texas Genco Acquisition
Mergers on Business Articles: Acquisition of NRG and Texas Genco


Tuesday, November 08, 2005

Mergers and Acquisitions Update - WDIG acquires - BestBuy joins forces with CDBaby

Walt Disney Internet Group, WDIG, announced recently its acquisition of By acquiring Living Mobile, WDIG plans to strengthen its mobile content operations. In a press release announcing the acquisition, Mark Handler, Executive Vice President and Managing Director of WDIG, International. said:
"Purchasing is a key part of that commitment. They have proven track record in mobile game publishing and world-class talent in this new and highly competitive game category, and their strong, existing library makes us a serious competitor in games."

Good news for music lovers. BestBuy is joining forces with CDBaby to create the largest catalog of indie music online. Gary Arnold, Senior Vice President of Entertainment for Best Buy said,
"Best Buy believes the future of music depends on consumers exploring new music and connecting with new artists".

Wednesday, October 26, 2005

Corporate, Securities, and Related Aspects of Mergers and Acquisitions - UCLA School of Law

UCLA School of Law Presents the Second Annual Institute on Corporate, Securities, and Related Aspects of Mergers and Acquisitions

Leading mergers and acquisitions experts will educate and provide lawyers an in-depth analysis of important and current issues in corporate M&A at the UCLA School of Law Second Annual Institute on Corporate, Securities, and Related Aspects of Mergers and Acquisitions. Topics include Public Company Acquisition: A Mock Negotiation; Hot Topics in M&A; Corporate Governance Issues in M&A and Related Transactions; and Ethical Issues Facing Attorneys in M&A and Related Transactions.

Continuing legal education (CLE) credits are available, including ethics credits.

Second Annual Institute on Corporate, Securities, and Related Aspects of Mergers and Acquisitions Conference Speakers

Conference speakers include Delaware Supreme Court Chief Justice Myron T. Steele and Justices Jack B. Jacobs and Henry duPont Ridgely; Brian V. Breheny, Head of the Office of M&A, SEC; Pamela Daley, Vice President, Corporate Business Development, General Electric; John C. Coffee, Adolf A. Berle Professor of Law, Columbia University School of Law; and Geoffrey C. Hazard, Jr.,
Trustee Professor of Law, University of Pennsylvania School of Law.

The Chair of the Corporate Institute is Samuel C. Thompson, Jr., Professor of Law, UCLA School of Law, and Director of the UCLA Law Center for the Study of Mergers and Acquisitions.

DATES: October 26 (evening), 27 and 28, 2005

WHERE: Weil, Gotshal & Manges Conference Center
General Motors Building, 25th Floor
767 Fifth Ave., New York, New York, 10153

Register for the Second Annual Institute on Corporate, Securities, and Related Aspects of Mergers and Acquisitions
To register for this event, contact Rachel Ryan at 310-206-5736 or download a registration form online at The Institute registration fee, including conference materials, is as follows: Corporate & Law Firm Attorneys - $795; UCLA Alumni - $695; Full-Time Faculty & Employees of Government Agencies - $400; Students - $250.

The UCLA Law Center for the Study of Mergers and Acquisitions, directed by Professor Samuel C. Thompson, Jr., was established at UCLA in 2003 to examine corporate, securities, tax, antitrust, and other legal
and economic issues that arise in mergers and acquisitions. An important part of the Center's mission is to sponsor continuing legal education programs addressing these issues. This is the second year that the Center has held the Corporate Institute.


Mergers and Acquisitions - North America's M&A - Big Deal in 2005

North America's Mergers and Acquisitions Has Become a Big Deal in 2005

DUBLIN, Ireland--Oct. 26, 2005--

Research and Markets ( has announced the addition of Deal Drivers North America - the Comprehensive Review of North American Mergers and Acquisitions to their offering

North American M&A has been a big deal. Larger mergers are being struck while the number of acquisitions has not risen since last year.

In terms of classification, the top deal lists and league tables include North American companies if they are the bidder, seller or target; however, the data used in the total volume and value charts includes a North American business only when it is the target.

Buyers bought North American targets with a combined value about 30% higher than the first half of last year. At $531bn, it is on pace to hit $1tn. North American mergers have not passed that milestone since 2000 when they totaled close to $1.7tn.

The story is not what is at the top of the charts as there were three $20bn plus deals in each the first half of this year, and last year. It is the deals that are just below that range.

There were eight 2005 deals with values between $10bn and $20bn. In the year-earlier period, there were two.

The proliferation of big deals came across many sectors. There were mergers in consumer products (P&G/Gillette); energy (Chevron/Unocal; Duke/Cinergy); and credit card issuers (BoA-MBNA) where there had been few in that range before.

The value of deals between $1bn and $10bn rose more modestly totaling $210bn compared to full-year $376bn in 2004.

This quarterly report provides an analysis of M&A activity and trends for North American M&A in the year to date. The market is analyzed as a whole, and across eight key industry sectors. It also features advisory league tables for investment banks, law firms and PR advisers, as well as mid market practitioners.

As well as drawing on data and analysis from our world class editorial and research teams, the report incorporates insights from leading firms in the M&A arena: Morrison & Foerster, Global M&A and Merrill Corporation.

Deal Drivers provides a valuable and clear view of North American M&A activity in the year to date, as well as expectations for the market in the future.

For more information visit

Sources: Company Site, BUSINESS WIRE

Reverse Mergers and Forming SPACs

The Wall Street Transcript Detects an Upsurge in Interest in Conducting Reverse Mergers and Forming SPACs

Reverse Merger / Forward Momentum Conference

NEW YORK--June 13, 2005--In response to The New York Stock Exchange's proposed acquisition of Archipelago, The Wall Street Transcript (TWST) conducted interviews with leading investment bankers, lawyers, accountants and floor traders to attempt to determine how such a large transaction with a pillar of the financial community would impact the reputation of the reverse merger process. All of the authorities interviewed for this report indicated that the proposed NYSE - Archipelago merger adds tremendous credibility to the reverse merger method of going public.

Demand for this unique report, entitled "The Impact of The New York Stock Exchange's Proposed Acquisition of Archipelago on the Future of Reverse Mergers" has been enormous. With almost no marketing, TWST sold hundreds of copies of this report in its first month of release. Copies have been sold to senior executives, investment bankers and portfolio managers from as far away as Sweden, Israel, Hong Kong, South Korea, Germany, Chile, and South Africa.

In response to the tremendous interest that this report created, TWST is currently conducting a special report, which will consist of interviews with senior executives that have executed reverse mergers. This report will provide case studies and best practices for selecting hygienic shells, lining up financing, filing procedures, complying with regulations, providing sufficient liquidity and generating investor interest after the transaction is completed. CEOs and CFOs will describe the pros and cons of going through the revere merger process in their own words.

Both of these reports, case studies and legal guidelines will be released at The Wall Street Transcript's "Reverse Merger / Forward Momentum Conference" in New York City on September 28, 2005.

This conference will feature discussions on Conducting Due Diligence into Shells, the Principals and Professionals; Structuring the Deal; Legal Considerations and Regulatory Requirements; Case Studies of Reverse Mergers Success; Post Reverse Merger Financing Options; Special Purpose Acquisition Corporations; Post Reverse Merger Considerations; and, China's Obsession with Reverse Mergers.


Mergers and Acquisitions Update

It's hard to believe that November is already here. The year seems to have flown by. The year 2005 was overall good in terms of mergers and acquisitions activities.

Mergers and Acquisitions (M&A) division at Human Science Systems

In May, Human Science Systems announced that M&A will be a part of the company's growth strategy and created a Mergers and Acquisition division. The newly created division will identify and research "under-utilized" software that can be potentially incorporated into the company's portfolio of offerings.

At the announcement of the new Mergers and Acquisitions division, Lou Mandic, Human Science Systems' CEO, stated "There is an incredible amount of world class software being used in many of the contact centers to which we have been exposed over the years. Functions that have been heavily automated and taken for granted as only for `in-house use' run the gamut from problem & change management systems to extremely flexible customer relationship management (CRM) solutions capable of supporting complex client interactions."

Mandic continued, "Our company has a clear set of applications that it is targeting, in an industry that is well known to us. I can state with great confidence that we have the right talent and experience required to select proper candidates, take them through a rigorous set of qualification exercises and activities, and bring them to market."

Human Science Systems' Chief Operating Officer, Richard Mazzoni, who is also responsible for identifying solutions stated "We are going to great lengths to ensure that this is a process that will contribute to our internal growth while not impeding, in any manner, the continued development and distribution of our existing products. There is no better man to do this than Richard Mazzoni. He leverages 30 years of managing information systems and multi million dollar budgets, and also understands, in depth, our technology, our target market, and our corporate goals."

About Human Science Systems
Human Science Systems is a next generation developer of software for the contact center industry. Human Science Systems is a State of Nevada corporation headquartered in Coral Springs, Florida. For more information visit

Mergers, Takeovers, Demand, and Technology Drive Top Ten Global Steelmakers issues an advisory

Researched by (Industrial Information Resources Incorporated; Houston, Texas). When Mittal Steel (NYSE:MT) (London, UK/Rotterdam, The Netherlands) announced the finalization of its $4.5 billion purchase of International Steel Group (ISG) (Richfield, Ohio) in mid-April, the company became the world's number one steel producer.

For details on this development view the entire article at

Industrial Information Resources (IIR) is a Marketing Information Service company that has been in business for over 22 years. IIR is respected as a leader in providing comprehensive market information pertaining to the industrial processing, heavy manufacturing and energy related industries throughout the world. For more information send inquiries to or visit us at

Source: Company Site, Business WIRE

Frank Mash reporting on Mergers and Acquisitions

Mergers and Acquisitions or M&A are quite common in the business world. By merging with other companies or acquiring startups, companies can grow big overnight.

On this blog, I will be reporting on mergers and acquisitions activties. Please feel free to post a comment. I look forward to hearing from you.

Frank Mash
Editor, Mergers and Acquisitions Blog

Tuesday, June 14, 2005

SBC/AT&T and Verizon/MCI Merger - Higher Prices, Fewer Choices

Businesses to Face Higher Prices, Fewer Choices if SBC/AT&T and Verizon/MCI Merger Requests Approved; Former FCC Chief Economist Argues Mergers are 'Bad for Business'

WASHINGTON--(BUSINESS WIRE)--June 14, 2005--The proposed SBC/AT&T and Verizon/MCI mergers would produce a dramatic loss of competitive choices, fueling major price increases and stifling innovative services for business customers, according to new economic analysis by former FCC chief economist Simon J. Wilkie.

Wilkie presented his findings on the business market impact of the proposed mergers at a press briefing today with members of the Alliance for Competition in Telecommunications (ACTel) and joined by CompTel/ALTS President Earl Comstock.

Wilkie's analysis reveals that if AT&T and MCI are removed from the telecom landscape, SBC and Verizon will dominate the business market, controlling service in well over 9 out of 10 commercial buildings in their territories. The resulting virtually complete domination by each in its own region will fuel at least a 15 percent increase in wholesale prices for local access, in turn driving up retail prices to businesses by a similar amount. The elimination of primary competitors - and the continued collusion of SBC and Verizon not to compete on one another's market turf - ensures that conditions for the business customer will worsen, not improve, if the mergers are approved.

Details from the Wilkie study expose the full negative impact of the mergers on the commercial world:

-- Market Concentration. In a post-merger environment, SBC and Verizon will control at least a combined 95 percent market share of commercial buildings in their own in-region major metropolitan markets of Chicago (SBC) and Los Angeles (SBC and Verizon).

-- Reduced Choice. Market concentration will have an immediate impact on competitive choices available to business customers. Three SBC markets provide typical examples. In Cleveland, the number of commercial buildings providing competitive choice to business customers will drop 53.6 percent. In Milwaukee and Los Angeles, businesses will see a 64 percent and 71 percent drop-off, respectively, in the number of buildings offering competitive choice.

-- Rising Prices. The evaporation of choice will in turn spike business costs. As an example, AT&T and MCI are commonly the low price bidders on special access, undercutting SBC and Verizon by at least 50 percent. The elimination of AT&T and MCI will extinguish this downward pressure on special access prices, with an inevitable surge of higher costs for business customers.

"The proposed mergers are bad for business," Wilkie said. "AT&T and MCI are the industry's largest local competitive providers to business customers - both retail and wholesale. If they are taken out, SBC and Verizon will have a stranglehold on their respective territories, with little incentive to compete against one another. If these proposed mergers are approved, we'll have effectively turned the telecom clock back more than 20 years."

Wilkie added, "In particular, MFS started business in 1985 with a simple plan - provide competitive wholesale local access to carriers enabling them to bypass the Bell bottleneck. To allow Verizon through its merger with MCI to take over MFS, and facilities that took 20 years to build, is not just bad economics but unconscionable. Yet that is exactly what will occur if this merger is consummated. The same holds true for the proposed SBC and AT&T deal, since AT&T purchased MFS's competitor, Teleport."

"Given Mr. Wilkie's credentials and experience, his opposition to the proposed mergers is significant," said Heather Gold, Senior Vice President of Government Relations at XO Communications, a member of ACTel. "On the other hand, you don't have to be a world class economist to realize that small, medium and large businesses will suffer from higher prices and fewer choices if the mergers are approved. The numbers are crystal clear."

Earl Comstock, President of Comptel/ALTS, said, "The reality is that AT&T and MCI drive down prices by offering alternative facilities and through their ability to get significant discounts on SBC and Verizon special access lines, which are the physical connections all competitors need to offer their services to businesses large and small. If AT&T and MCI are bought by the Bells, it will significantly increase the price competitors have to pay to access business customers, with the result that these customers will see less competition and pay higher prices. The Department of Justice and the FCC should reject these mergers."

According to Wilkie's analysis, the mergers' impact on business customers may be readily projected from SBC's and Verizon's current pricing and business practices, which would be exacerbated if the mergers are approved as proposed.

As an example, competitive providers rely heavily on leased facilities to serve business customers. AT&T and MCI bid most often, at prices 50 - 60 percent below the special access rates of SBC and Verizon. With AT&T and MCI eliminated from the market, leasing prices would rise to at least the next lowest bid, and likely higher. Due to the fact that there will be fewer bidders in the market, there will be a significant reduction in downward pricing pressure, resulting in a winning bid that is much closer to the Bell's posted special access rates.

Eschelon Telecom's Federal Counsel, Russ Merbeth, said, "It is a very simple matter of supply and demand. As the supply of non-ILEC wholesale services decreases, the price for those services from the remaining suppliers, chiefly the RBOCs, will certainly rise, ultimately leading to higher prices for end user business customers of companies like Eschelon and the other ACTel members."

Wilkie also found that SBC and Verizon would have every motivation to continue engaging in tacit collusion not to compete in one another's territories. Such collusion limits their head-to-head interaction and drives prices higher - by 7 to 12 percent in other industries with similar circumstances.

In Los Angeles, SBC and Verizon operate side-by-side. Competitive providers are present in over 20,000 business locations - 13,111 in SBC territory and 7369 in Verizon territory. Yet despite this opportunity to compete with one another, Verizon has achieved a meager 1.1 percent penetration in SBC territory, and SBC an equally paltry 1.5 percent penetration in Verizon territory.

About ACTel

The Alliance for Competition in Telecommunications (ACTel) represents leading providers of competitive communications services and IT solution providers that have joined together to challenge the mergers of SBC/AT&T and Verizon/MCI, which if consummated as proposed will create significant harms to the public interest - reducing choice, elevating costs to customers, and slowing innovation. Information on ACTel is available at

Source: Company Site, Business Wire
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