Two telecom companies are merging. That doesn't sound like news, does it? Cleartel Communications announced its intent to acquire Supra Telecom. Both offer telecommunication services in South Florida. Terms of the deal were not disclosed.

A big deal in the branded meats business has been announced. Smithfield Foods will "acquire most assets of the branded meats business of ConAgra Foods for about $575 million in cash and stock."

The semiconductor industry is abuzz with rumors of a possible deal involving Royal Philips Electronics NV. This article reports "that private equity firms may be willing to pay around 8 billion euros ($10.1 billion) for the company's semiconductor division." This division manufactures "chips for mobile phones, mp3 players, televisions and cars."

In other news, AMD intends to buy ATI Technologies Inc. for $5.4 billion. ATI makes graphics chips. According to this AP article, the "acquisition would instantly turn AMD into a leading supplier of graphics chips, which render images for computer games and Internet video, and so-called chipsets, which connect a PC's processor to other system components." The deal will intensify the AMD-Intel rivalry, as Intel also supplies graphics chips.

Linde AG settled, agreeing to sell air separation units and other assets related to the production of liquid oxygen and nitrogen in eight locations across the United States. Linde also must sell bulk refined helium assets, including helium source contracts, distribution assets, and customer contracts to Taiyo Nippon Sanso Corporation.

To learn more, read the Decision and Order and the Analysis of Agreement Containing Consent Orders to Aid Public Comment.

Hologic paid $32 million for Fischer’s intellectual property and other assets in September 2005. The assets related to Fischer's mammography and breast biopsy businesses, including patents, trademarks, and customer and vendor lists for Fischer’s prone SBBS product, MammoTest. At the time, Fischer was Hologic’s only significant competitor in the U.S. market for prone SBBSs. As a result of the acquisition, Fischer relinquished all of its rights to develop, market, and sell prone SBBSs in the United States. According the government's complaint, the deal gave Hologic a "a virtual monopoly in the U.S. prone SBBS market."

Because this deal was worth less than the $56.7 million filing threshold under the Hart-Scott-Rodino Premerger Notification Act (HSR Act), it was not reportable to the federal antitrust agencies. The FTC nevertheless learned of it--likely as a result of a customer complaint--and challenged it anyway.  Hologic must now divest itself of the assets, which it has agreed to do. Siemens AG will buy the assets.

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According to Reuters, the FTC has announced that National Grid Plc may close its acquisition of KeySpan Corp. The article appears here. Reuters also reports that Kimco Realty Corp., which buys, develops, and operates shopping centers, intends to acquire Pan Pacific Retail Properties Inc. for $2.9 billion.

Mittal Steel Co. will not acquire "the outstanding minority stakes of Arcelor's two Brazilian subsidiaries" when it takes over Arcelor, according to this AP story. Lastly, OnWafer® Technologies announced today it has acquired the Plasma Management Division from Advanced Energy Industries, Inc.

The Foundation's complaint attacks AT&T and Cingular's post-merger conduct. It alleges: "Cingular deliberately schemed to dismantle the AT&T Wireless network so as to diminish and degrade the service provided to AT&T Wireless customers." The scheme was intended "to induce AT&T Wireless customers into 'transferring' from their AT&T Wireless plan to a Cingular plan," which allegedly offers "less favorable terms."  According to the complaint, consumers have suffered due to "diminished service in the form of dropped calls as well as poor or no reception in areas where they previously received adequate reception."

The complaint asserts claims for breach of contract and breach of implied covenant of good faith and fair dealing, unjust enrichment/common law restitution, and violations of various states' unfair and deceptive acts and practices statutes. The Foundation filed it in the federal district court sitting in Seattle. 

In other news from Italy, the acquisition of Fonti del Vulture by Coca-Cola Co. and  Coca-Cola Hellenic Bottling Company has been cleared by Italy's antitrust agency.  The European Commission cleared the deal last year--subject to conditions. Italy's clearance is subject to the same conditions.

Deal-makers targeting Chinese companies will find this news discouraging. According to China looking closely at foreign mergers, acquisitions, "China's ministry of commerce plans to keep a close watch on foreign mergers and acquisitions in important sectors to ensure the country's industrial and economic integrity." This "close watch" has resulted in the delay of the proposed acquisition of the Xugong Group, China's biggest construction machinery manufacturer, by American-based Carlyle Group.

The government's complaint alleges that McClatchy's Star Tribune competes directly against Knight Ridder's St. Paul Pioneer Press for advertisers in the cities of Minneapolis and St. Paul and surrounding areas. The parties have agreed to make the divestiture. To learn more about this deal and the DOJ's analysis, read the Competitive Impact Statement.

The FTC has signed off on Merck's proposed $400 million acquisition of GlycoFi Inc. GlycoFi is a biotech company, focusing on yeast glycoengineering. Wonder what that is . . .

Those of you interested in EU deals should check out Reuters' EU mergers and takeovers (June 2). This is a great guide to mergers under review in the EU. Also included is "a brief guide to the EU merger process."

Whoever is bidding for Pfizer's consumer healthcare business, it's not Bayer. Reuters has more here.

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In other news, JDA Software and Manugistics announced that they have been granted early termination of the HSR waiting period. The transaction must be approved by Manugistics shareholders.

Finally, funeral-services companies, Service Corporation International and Alderwoods Group, Inc., announced that the FTC has sent them each a Request for Additional Information a/k/a a Second Request. Canada's Competition Bureau also is investigating the transaction.

Not content to let this one go, Oshkosh filed suit in federal court. It argued that Stewart & Stevenson's management "failed to uphold their responsibilities to shareholders" by rejecting Oshkosh's higher bid in favor of Armor's competing offer. A federal judge dismissed the case.

Oshkosh decided to try its luck in Texas state court. It lost--again. Acccording to a press release issued by Stewart & Stevenson, the court denied Oshkosh's request for a temporary restraining order to postpone Stewart & Stevenson's special shareholder meeting. At the shareholder meeting, which proceeds tomorrow, shareholders will vote on Stewart & Stevenson's cash merger with Armor Holdings.

Euronext operates the Paris, Brussels, Amsterdam, and Lisbon stock exchanges.  NYSE bid 7.8 billion euros or $10.2 billion for Euronext; Deutsche Boerse Group, which operates a German stock exchange, bid approximately 8.2 billion euros or $11 billion.  Though smaller, Euronext shareholders might find NYSE's bid more attractive because it includes more cash and would require the combined entity to carry less debt.

Euronext's boards recommended the NYSE bid to shareholders.  Antitrust concerns may be playing a role here.  If Euronext merges with Deutsche Boerse, the deal "would create a single market covering much of Europe."  Such a deal likely would receive intense scrutiny from Europe's top antitrust authority whereas a deal between Euronext and NYSE likely would sail right through the regulatory process.

Refusing to give up, the parties have decided to fight.  According to this press release, Central European Distribution Corporation has filed an appeal with the Polish Anti-Monopoly office.  The company disputes the agency's findings with respect to market share, although its press release notes that it is the "largest vodka producer in Poland by value."

We'll have to wait and see how this one plays out, but acquisitive companies can learn something from this dispute.  The most obvious lesson--the FTC, DOJ, and EU are not the only game in town when it comes to merger enforcement.  The other  lesson--plan for the worst.  In an environment in which any one of dozens of antitrust agencies around the world can challenge a merger, companies must plan for all contingencies including the possibility of a merger challenge from a country that only recently established an antitrust regime.

The opinion in Delaware Open MRI Radiology Associates, P.A. v. Kessler, which is 86 pages long, addresses "whether the minority stockholders of Delaware Open MRI Radiology Associates, P.A. (“Delaware Radiology”) received fair value in a squeeze-out merger with an acquisition vehicle of the majority stockholders, Delaware Open Acquisition, P.A. (“Delaware Acquisition”)."  The court concluded that the merger price was not fair, finding that the merger price was less than half of what it should have been.

As Francis G.X. Pileggi explains, the opinion "is a veritable reference text for the analysis of fair price and valuation of closely-held businesses."  Also significant is that the court rejected the testimony of the both parties' valuation experts, choosing instead to use "its own independent valuation determination."  Read both the opinion and Francis' take on it to learn more.