SKADDEN ON BLOOMBERG & BNA DEAL
26 Aug, 2011
Skadden advises BNA as Bloomberg agrees $990 million acquisition bid
Bloomberg and The Bureau of National Affairs (BNA) announced yesterday (25th August) that they have entered into an agreement for Bloomberg to acquire all of the outstanding shares of BNA for $39.50 per share in a cash tender offer followed by a merger for a total purchase price of approximately $990 million. The transaction is expected to close in 2011, and will be the largest deal in Bloomberg’s history.
The Skadden team involved on the deal includes Marc Gerber and Michael Rogan, from the Firms’ Mergers and Acquisitions Practice in Washington, D.C.
BNA, which is wholly owned by current and former employees, provides important legal, tax and regulatory research and analysis and would become a stand-alone subsidiary of Bloomberg.
Together, Bloomberg and BNA would form a unique combination of premium content, deep subject matter expertise, proprietary data and world class technological capabilities to provide distinctive products and solutions for professionals and decision makers in law, government, business and finance.
This acquisition would immediately strengthen Bloomberg’s offerings in the legal information market by complementing Bloomberg Law — the only legal research system that fully integrates primary research, dockets, company information and proprietary news — with BNA’s trusted legal, tax and regulatory content.
In addition, the combination would enhance Bloomberg’s coverage and analysis of tax and accounting, labour and employment, healthcare, intellectual property, and telecommunications issues.
The acquisition would significantly grow Bloomberg’s presence in the Washington, DC area through its multiple operating units, Bloomberg News, Bloomberg Government, Bloomberg Law and BNA — which would work together to provide unparalleled coverage and analysis of U.S. policy and regulatory issues for customers.
“BNA’s employees have built a superior franchise and we are enthusiastic about a Bloomberg-BNA combination that will deliver more premium content to our professional audiences,” said Dan Doctoroff, CEO and President of Bloomberg. “BNA research and analysis will make Bloomberg’s products even more valuable, and BNA would benefit from our data and technology expertise.”
“For more than eight decades, we have provided our subscribers with quality products that allow them to do their jobs more effectively and efficiently,” said Paul N. Wojcik, Chairman and CEO of BNA. “We believe this is the start of a new day, where we will join forces with Bloomberg to extend our premium content to an expanded audience.”
“Bloomberg and BNA share many of the same values, including a commitment to deliver high-quality content to customers, employing highly skilled and experienced workers and offering superior customer service,” said Peter Grauer, Chairman of Bloomberg (pictured). “We look forward to welcoming them to the Bloomberg family.”
The tender offer is expected to commence by September 8, 2011. The acquisition is subject to the terms and conditions set forth in the merger agreement, including a condition that at least a majority of the outstanding BNA Class A Shares are tendered, that the waiting period under the U.S. Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, has expired or been terminated and other customary conditions. If the tender offer is completed, untendered shares of BNA are expected to be converted in the subsequent merger into the right to receive the same US$39.50 per share price paid in the tender offer.