1. © Legalworks
IN THIS ISSUE:
What a Year in M&A! $2.7 Trillion
in Deals Worldwide Mark Best
Year Since 2000............................................1
From the Managing Editor:
What a Year it Was!.....................................2
SEC Proposes Clarification of
Tender Offer “Best Price Rule”.....................4
In Defense of Stapled Finance .......................5
Vendor Due Diligence Reports –
Is It “Put Up or Shut Up” for
Buyers in Europe?.........................................8
Corporate Governance Feature:
Institutional Shareholder Services (ISS)
Outlines Proxy Voting Policies....................10
What a Year in M&A! $2.7 Trillion
in Deals Worldwide Mark
Best Year Since 2000
By Gregg Wirth
Gregg Wirth (gregg@gwirth.com) is the Managing Editor of The M&A
Lawyer.
Who said you can’t have too much of a good thing? Certainly not th
deal-makers that helped create the M&A juggernaut that encompassed
much of last year. Worldwide deals came in at about $2.7 trillion
a 38% increase over 2004 and the best year for global M&A sinc
2000, according to data from Thomson Financial. Indeed, it was th
third-best year ever on record!
It’s hard to believe a year that saw so much uncertainty and ner
vousness in other areas—war, natural disasters, and political scandal
—would also be a hotbed of deal creation. But hot it was! In the US
merger activity reached $1.1 trillion—a 33% increase from 2004, and
the first time since 2000 that US activity topped the trillion-dolla
mark. Though it was announced a year ago in January 2005, Procto
& Gamble’s $57 billion purchase of Gillette held on throughout th
year to become the largest US deal of the year. Burlington Resource
acquisition of ConocoPhillips for $37 billion was second, followed by
Bank of America’s $36 billion bid for MBNA.
On worldwide announced deals, the hostile activity between two
Spanish energy companies, acquirer Gas Natural and reluctant targe
Endesa, initially pegged at $51 billion was the largest non-US deal
Although Endesa tried to wriggle free from Gas Natural’s grasp, th
Spanish government is expected to remove certain roadblocks and allow
the deal, now valued at $27 billion, to be completed.
Other larger foreign deals included Japan’s mammoth bank merge
between Mitsubishi Tokyo Financial and UFJ Holdings, for $41 billion
and the cross-the-channel deal by Spain’s Telefonica to acquire O2, a
British wireless communications company, for $32 billion.
Private Equity, Energy & Power Sector Electrify M&A in US,
Worldwide
Among the industrial sectors in both the US and the worldwid
markets, energy & power continued to dominate as the country’s and
the world’s oil, natural gas and electric producers and distributor
continued consolidating at a rapid pace. Worldwide, more than $416
January 2006, Volume 10 No. 1
(Continued on page 3
Reprinted with permission from Legalworks.

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