takeovers

ENCANA CORP., $63.52, Toronto symbol ECA, rose 7% on Friday after the company announced that it will split itself into two separate companies. One will keep the EnCana name, and will focus on unconventional natural gas. The other will operate as Cenovus Energy Inc., and will specialize in oil-sands projects, oil refineries and conventional natural gas. The new EnCana will account for about two-thirds of the company’s current production and reserves. Cenovus will account for the remaining third. EnCana had hoped to complete the split in early 2009, but the stock-market decline and tight credit markets would have made it difficult for the two new, smaller companies to raise capital to fund new projects. Now that conditions have improved, EnCana has decided to go ahead with the split....

TRANSALTA CORP., $22.73, Toronto symbol TA, received approval from competition regulators this week for its proposed takeover of Canadian Hydro Developers Inc. (Toronto symbol KHD). Canadian Hydro owns and operates 21 power-generating facilities in Alberta, B.C., Ontario and Quebec. These include 12 hydroelectric plants, eight wind farms and one biomass plant, which generates power by burning plant materials and wood waste from lumber mills. Last month, TransAlta launched a hostile takeover bid for Canadian Hydro. The offer is worth $4.55 a share, for a total of $654 million. (That’s equal to 79% of TransAlta’s 2008 cash flow of $828 million, or $4.16 a share.) Buying Canadian Hydro would lower TransAlta’s reliance on power from non-renewable sources, such as coal and natural gas. It would also help TransAlta comply with the tougher new environmental regulations that will likely come into effect over the next few years. So far, Canadian Hydro has resisted the bid, and is looking for a new buyer....

Growth by acquisition is a risky strategy, but wisely chosen takeovers can bring big gains. Here are two that make sense to us. INTERNATIONAL BUSINESS MACHINES CORP. $117 (New York symbol IBM; Conservative Growth Portfolio, Manufacturing & Industry sector; Shares outstanding: 1.3 billion; Market cap: $152.1 billion; Price-to-sales ratio: 1.6; WSSF Rating: Above Average) will buy SPSS Inc. (Nasdaq symbol SPSS), whose software helps companies predict changes in customer buying habits and other trends. The price is $1.2 billion, or about 39% of IBM’s second quarter 2009 earnings. IBM is a buy....

We’ve been asked a number of times over the years about how we manage in our investing advice to recommend so many stocks that get taken over at a big profit. Some readers, especially those of our Successful Investor newsletter, tell us that they never had a stock taken over at a profit until they began following our investing advice. And some of these takeovers have generated big profits, indeed: Fording Canadian Coal jumped 163.2% in five months on a takeover offer after we recommended it to Successful Investor readers in January 2008....

POTASH CORP. OF SASKATCHEWAN, $101.95, Toronto symbol POT, moved up 4% on speculation that Brazilian mining company Vale SA is preparing to launch a takeover offer for U.S.-based potash producer Mosaic Co. (New York symbol MOS). Potash Corp. is down from last July’s high of $227 due to falling potash prices and demand. However, Vale’s potential interest in Mosaic has spurred the stock prices of most fertilizer producers, including Agrium (see below). The Vale-Mosaic speculation also helped Potash Corp. overcome a drop earlier in the week on news that Russian potash producer Silvinit agreed to sell potash to Indian Potash Ltd. for $460 a tonne (all amounts except share price in U.S. dollars). Indian Potash imports and distributes about 70% of India’s potash needs. The $460 price is a lot less than the $700 that Canpotex will receive from its recent contracts to sell potash to buyers in Japan, South Korea and Taiwan. Canpotex is a potash marketing and exporting firm that is jointly owned by Potash Corp., Agrium and Mosaic. Still, Silvinit’s price is far above potash’s average 2003-2008 price of $270 a tonne....

In the past, investors bought mutual funds within the “fund families” promoted by fund sellers for a couple of main reasons. Mutual funds within a particular fund family often shared some key investment characteristic, such as a conservative or aggressive investment approach, or a stress on value as opposed to growth. That let investors switch between funds within the family at little or no charge. This way, they could rebalance their portfolios and still maintain a common investment philosophy. But it also encouraged frequent trading. That can cause investors to miss out on some of their biggest gains....

AGRIUM INC., $46.00, Toronto symbol AGU, may now mail its $67.75 cash-and-stock offer to buy U.S.-based fertilizer producer CF Industries Holdings Inc. (New York symbol CF), directly to CF’s shareholders, now that CF’s management has rejected it (all amounts except share price in U.S. dollars). CF’s stock is now trading at $68.61, which indicates that investors anticipate a higher bid. Agrium’s offer for CF is worth roughly $3.3 billion (56% of the offer is stock and 44% is cash). This is a big acquisition for Agrium, which earned $1.3 billion, or $8.34 a share, in 2008 However, CF has a shareholder-rights plan that lets shareholders buy new shares at half the market price if an investor tries to buy more than 15% of the outstanding shares without the approval of CF’s directors. This makes hostile takeovers like Agrium’s less likely to succeed....

NOVA CHEMICALS CORP., $7.03, Toronto symbol NCX, has accepted a friendly takeover offer from International Petroleum Investment Co., which is owned by the government of Abu Dhabi (Abu Dhabi is the capital city of the United Arab Emirates.) Nova shareholders will get $6.00 U.S. a share in cash, or 359.9% more than Nova’s closing price of $1.66 (Canadian) on Friday, February 20, 2009, the last trading day before the takeover was announced. Two-thirds of Nova’s shareholders, and Canadian and U.S. competition regulators, need to approve the deal. The plastics and chemicals company should have little trouble getting these approvals. The slowing economy has hurt demand for Nova’s industrial plastics, and it was dangerously close to breaching the covenants of its lending agreements earlier this month. If Nova didn’t agree to the takeover, its lenders could have demanded that it repay all of its loans immediately. Nova’s total debt at the end of 2008 was $1.7 billion (all amounts except share price in U.S. dollars), or roughly four times its current market cap. This includes $380 million due in 2009. As of December 31, 2008, it held $74 million, or $0.89 a share, in cash....

BROADRIDGE FINANCIAL SOLUTIONS $16.27 (New York symbol BR: SI Rating: Extra Risk) (201-714-3000; www.broadridge.com; Shares outstanding: 140.4 million; Market cap: $2.3 billion) serves the investment industry in three main ways: investor communications; securities processing; and transaction clearing, trade settlements and other back-office operations. Broadridge’s clients include 250 banks, 500 mutual fund families and 5,000 publicly listed companies. Broadridge’s shares have dropped lately, along with those of most financial services stocks. But, while tight credit conditions may lead to fewer takeovers and a subsequent drop in investor-communications activity, the company’s overall business continues to grow. It’s also paying down debt and remaining profitable. Broadridge’s earnings rose 3.5% in the three months ended December 31, 2008, to $29.9 million from $28.9 million a year earlier. Earnings per share were unchanged at $0.21 on more shares outstanding. Revenues fell 1.3%, to $459.2 million from $465.1 million as the rising U.S. dollar lowered the contribution of Broadridge’s international operations. Excluding the effects of foreign currency movements, revenues rose 2%....

SYMANTEC CORP., $15.33, symbol SYMC on Nasdaq, rose over 13% this week after it reported earnings that exceeded analysts’ consensus estimates. In the three months ended January 2, 2009, Symantec’s earnings, excluding one-time items, rose 20%, to $350.2 million from $291.7 million a year earlier. Earnings per share rose 27.3%, to $0.42 from $0.33 on 3.8% fewer shares outstanding. The latest earnings beat consensus forecasts of $0.34 a share. Sales fell slightly, to $1.51 billion from $1.52 billion. In the latest quarter, the computer security software maker saw sales of its consumer products and its data-storage and server-management services each rise 1.2%, partly offsetting a 3.8% decline in security and compliance software. International sales fell 5.8%, partly due to the strong U.S. dollar. However, despite a weak economy, U.S. sales rose 6.5%. Earnings rose despite the fall in overall sales, largely due to cost-cutting measures. Symantec is still a buy....