Second Request Alert: HP in talks to buy EDS for $12 Bill, give or take a billion.

From the AP, props again to David Johnstone:

"Hewlett-Packard Co. is negotiating to buy technology services provider Electronic Data Systems Corp. in a deal that could help the world's largest personal computer maker snap up more data management and consulting contracts.
Palo Alto-based HP and Plano, Texas-based EDS confirmed the talks Monday shortly after The Wall Street Journal reported a deal could be reached as early as Tuesday. Citing unnamed people familiar with the matter, the Journal said HP will pay $12 billion to $13 billion -- a price that translates to $24 to $26 per share."

Related M&A: Mergers Make Law Firms Happy

From Legalweek:

"The US’s top 100 law firms have capped off a record-breaking five-year run that has seen partner profits soar and combined fees last year hit $64.5bn (£32.4bn), according to the definitive snapshot of the world’s largest legal market.
The American Lawyer’s eagerly-awaited top 100 rankings confirm that the M&A boom of the first half of 2007 has driven the US’s top law firms to record financial results."

Second Request Alert:MedAssets Acquiring Accuro

"MedAssets Inc. (Nasdaq: MDAS) has agreed to acquire Accuro Healthcare Solutions Inc., a Dallas-based provider of financial and operational solutions for healthcare providers. The deal is valued at approximately $350 million in cash and stock (including assumed debt). Accuro currently is in registration for a $143.75 million IPO, and is controlled by Welsh, Carson, Anderson & Stowe (79.94% stake). "

Press Release is here.

More on EA and Take Two, and a little on the Second Request process.

On the Newsweek blog LevelUp, Justin Blankenship discusses why he thinks the government will take a hard look at the EA-Take Two merger, but also provides a wonderful synopsis of the second request process.

"A little background on how the merger review process works is helpful here. Under a law called the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR), any merger or tender offer that exceeds a certain monetary threshold is required to file a Notification and Report Form with both the FTC and the Antitrust Division at the Department of Justice. The Form includes a description of the deal, the parties to the deal, and attaches certain documents relevant to the deal for government review.

Most importantly, the HSR filing starts a 30-day clock running for the government to review the deal during which it is illegal to consummate the merger. The vast majority of deals go through after this 30-day period, or even earlier if the parties have requested an "early termination" of the waiting period.

A much smaller percentage of deals, however, present some competitive concerns that require that the government investigation extend beyond the 30-day waiting period. Those deals receive what's called a "Second Request"--which is what EA got on April 17th.

A Second Request is basically a large discovery request asking for any and all documents, correspondence, and economic data relating to the deal. Depending on the size of the request and the size of the deal, a response to the Second Request can require producing up to hundreds, or even thousands, of boxes of documents. If, for instance, there are any incriminating intra-company emails discussing the possibility of increased profits from a monopoly in the sports division after the merger, that's where they'll be found."

Update on the EA-Take Two Merger

From the AP. Click the link for the full article.

"NEW YORK - Video game publisher Electronic Arts Inc. on Friday extended by nearly a month its tender offer for Take-Two Interactive Software Inc. but also lowered the price it will pay for each share of the "Grand Theft Auto" maker.

EA's offer will now expire on May 16 instead of 11:59 p.m. EDT Friday. As of Thursday, about 6.4 million shares of Take-Two had been tendered, representing roughly 8 percent of Take-Two's outstanding shares.

EA said it extended the deadline to comply with a second request it received from the Federal Trade Commission for information about the proposed acquisition. It's the second extension, the first came after Take-Two moved back the date of its annual shareholder meeting by a week."