United Technologies makes $3 billion bid for Diebold

March 3rd, 2008

United Technologies has made public an unsolicited $3 billion bid for Diebold, one of the largest makers of automated teller machines and voting machines.

United Technologies, which first approached Diebold two years ago, initially made the offer in private Friday. The bid, announced Sunday, amounts to $40 a share in cash, or a 66 percent premium over Diebolds closing price Friday of $24.12, United Technologies said.

Several unsolicited or hostile offers have been made this year despite an overall slowdown in deal-making activity. Among companies making unfriendly advances are Microsoft, which is pursuing the wounded Internet giant Yahoo, and Electronic Arts, which made a bid for Take-Two Interactive, the maker of the “Grand Theft Auto” video games.

In Diebold, United Technologies sees a chance to expand its electronic security business with one of the fields largest players.

Last year, United Technologies bought Initial Electronic Security Systems for about $1.2 billion.

“This transaction creates significant and immediate value for Diebold shareholders with no operational risk, while creating long-term value for UTC shareholders,” George David, United Technologies chairman and chief executive, said in a statement Sunday.

James Geisler, United Technologies vice president for finance and the head of its mergers and acquisitions team, said in an interview Sunday that the company contacted Diebold about a possible deal two years ago but was rebuffed.

On Feb. 19, David sent Diebolds board a letter proposing talks about a deal. Two days later, Diebolds chairman, John Lauer, responded that the companys board had rejected any possible combination. He also said a deal would not serve Diebolds interests and requested that United Technologies refrain from contacting its directors.

Geisler declined to say whether United Technologies would press the bid if Diebold formally declined it, saying only that “we know what our options are.” United Technologies is based in Hartford, Connecticut.

Founded in 1859, Diebold grew as a provider of security technology for financial systems. But Diebold was thrust into the spotlight in the 2004 election, when it was criticized for flawed electronic voting machines in Ohio and elsewhere.

The company has struggled recently with a variety of problems, both internal and external. In January, Diebold said it would restate its financial reports from 2003 through the first quarter of 2007 because of changes to its accounting methods.

Diebold previously disclosed that both the Securities and Exchange Commission and the Justice Department had made inquiries into the way it recognized certain kinds of revenue.

The global credit crisis that has stung financial services companies has affected Diebold as well. It said last week that it would cut about 5 percent of its work force, or 800 jobs, in anticipation of slowing demand for ATMs.

Diebold shares have declined nearly 50 percent in the last year.

Indonesia taking Newmont to court

March 3rd, 2008

JAKARTA: Indonesia will take a local unit of Newmont Mining to an international arbitration court after the firm failed to meet a deadline of Monday to sell shares in a local unit. This could lead to termination of its mining contract, the Energy and Mines Ministry said.

In response, Newmont, based in Colorado, said it would file a lawsuit against the government in an arbitration court.

Under its contract of work, Newmont Nusa Tenggara, which operates the Batu Hijau copper and gold mine in eastern Indonesia, must sell 51 percent of its shares to local investors.

It already sold a 20 percent stake to a local company, Pukuafu Indah, and has agreed to sell 31 percent gradually by 2010, although the government had threatened to annul the firms contract if it did not sell the shares quickly enough.

The Energy Ministry said that if the arbitration court ruled in favor of Indonesias default notice to Newmont, it would be possible for the government to ask the court to terminate the firms mining contract.

The government had given Newmont until March 3 to wrap up the sale of 10 percent of its shares, which were offered in the past two years to local governments.

The company has so far only sold 2 percent to the Sumbawa regency on Jan. 28.

The energy minister, Purnomo Yusgiantoro, said the government would have the attorney general represent Indonesia in court.

Newmont said it regretted the governments decision to go to arbitration, given the progress in the divestiture process.

“This move has triggered a requirement for Newmont Nusa Tenggara and its foreign shareholders to also file arbitration to ensure all rights are preserved and to confirm that the company is not in breach of the contract,” Russell Ball, Newmonts chief finance officer, said in a statement.

Despite the arbitration filing, the company would continue the divestiture process, Ball said.

Newmont is scheduled to offer 7 percent of its shares to local investors each year from 2008 to 2010.

Ball said the firm would continue talks with the government after it was reported this week that Bumi Resources had agreed last year with three local governments in Indonesia to buy 31 percent of Newmonts local unit.

Bumi, a local coal firm controlled by the family of Indonesias chief welfare minister, Aburizal Bakrie, has since said it had no interest in the stake.

Indonesia has some of the worlds largest deposits of copper, tin, nickel and gold, and it has benefited from surging commodity prices.

But analysts say the lack of legal certainty and continuous disputes with Indonesias government have contributed to a slowdown in investment in the countrys mining sector.

Gazprom cuts gas shipments to Ukraine, citing unpaid debt

March 3rd, 2008

MOSCOW: Gazprom cut shipments of natural gas to Ukraine on Monday after failing to resolve a debt dispute, rekindling concern about Russias reliability as an energy supplier.

Gazprom, Russias state-run export monopoly for natural gas, reduced deliveries to Ukraine by 25 percent, said a Gazprom spokesman, Sergei Kupriyanov. Gazprom would supply European consumers in full, he said.

The standoff echoes a pricing dispute in January 2006, when Gazprom turned off all Ukrainian exports of natural gas for three days, causing volumes to fall in the European Union. About a fifth of Russian natural gas supplies to Europe travels through Ukrainian pipelines.

“This still doesnt represent a crisis, just a greater degree of brinkmanship,” Geoffrey Smith, deputy head of research at Renaissance Capital Ukraine, said in an e-mail after the announcement. “The weather is warm and forecast to stay so, and storage both in Ukraine and further west is unlikely to be depleted after another mild winter.”

Kupriyanov said Feb. 29 that the state-controlled company had warned its European trading partners about the situation. “Gazprom is a reliable energy supplier, but we cannot and will not deliver gas without payment,” Kupriyanov said Monday.

Europe has been seeking to build pipelines from Central Asia to reduce dependence on Russian natural gas, while Gazprom is planning routes to supply Europe directly, circumventing transit countries like Ukraine.

“No one is innocent,” said Peter Halloran, chief executive officer of the Moscow-based Pharos Financial Group. “Both Russia and Ukraine are disrupting the supply chain to Europe. This gives impetus to build alternative pipelines to avoid regional politics.”

The EU energy commissioner, Andris Piebalgs, urged both sides to reach an agreement “that we hope is definitive,” his spokesman, Ferran Tarradellas Espuny, said last week in Brussels.

Prime Minister Yulia Timoshenko of Ukraine said over the weekend that she did not expect Gazprom to reduce deliveries because there had been no official notification of the threat.

The cutoff represents “an embarrassment” for Timoshenko, said Smith, of Renaissance Capital.

Supplies to NAK Naftogaz Ukrainy, Ukraines state oil and gas company, were cut by 30 million cubic meters, or 1 billion cubic feet, a day, or a quarter of usual deliveries, a Naftogaz spokesman, Valentyn Zemlyanskyi, said.

“We plan to continue gas talks with Russia,” Zemlyanskyi said, without saying when.

Ukraine averted a previous threat by Gazprom to cut supplies on Feb. 12 when President Viktor Yushchenko and his Russian counterpart, Vladimir Putin, reached an agreement in Moscow talks. Kupriyanov said Ukraine had failed to pay its debt in full and had not signed an agreement on future gas imports.

Ukraine owes about $600 million for 1.9 billion cubic meters of Russian gas it has received without a contract, Kupriyanov said. Gazprom has been supplying Russian fuel after Central Asian deliveries declined, he said last week.

Gazprom is also demanding that Ukraine approve the creation of two companies to handle the gas trade, replacing RosUkrEnergo, the only company currently allowed to import gas into Ukraine. Gazprom and Naftogaz would share ownership of the new companies. RosUkrEnergo, owned by Gazprom and two Ukrainian citizens, was set up to resolve the 2006 price dispute.

Timoshenko and ministers had rejected the Feb. 12 deal, calling on Gazprom to sell gas directly to Naftogaz.

E.ON, Germanys largest supplier of natural gas, expected to maintain normal deliveries to its customers after Gazprom cut shipments to Ukraine, an E.ON spokeswoman Astrid Zimmermann said by telephone. Zimmermann declined to comment on whether the company had seen any change in deliveries of Russian gas.