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A.I.A. to Pay $1.7 Billion for ING\'s Malaysia Business

HONG KONGâ€"A.I.A. Group, the Asian insurance giant partly owned by American International Group, said on Thursday it would pay 1.34 billion euros to acquire the Malaysian insurance business of the Dutch insurer ING.

A.I.A., listed in Hong Kong, said the $1.73 billion deal will catapult it to the No. 1 position in Malaysia's lucrative life insurance market, up from No. 4 previously, with the addition of 1.6 million new customers and 9,200 new agents to its network in the Southeast Asian nation.

For ING, the transaction marks the first successful deal towards a plan it announced last year to sell off assets in Asia as part of a broader corporate restructuring. Analysts have estimated those assets could command between $6 billion and $8 billion in total, and ING's operations in Malaysia have been seen as one of its more attractive businesses in the region.

‘‘Today's announcement is the first major step in the divestment of our Asian insurance and invest ment management businesses and shows that ING continues to make steady progress in the restructuring of our company,'' ING's chief executive, Jan Hommen, said Thursday in a statement.

The Dutch insurer said its expects to book a net gain of 780 million euros, or $1 billion, from the sale.

A.I.A. has been seeking to build its footprint in Asia and grow profitability even as A.I.G. has been selling down its stake in the Asian unit, which was spun out of the New York-based company via a Hong Kong listing two years ago as part of A.I.G.'s efforts to repay its 2008 bailout by the United States government.

A.I.G. has since further sold down its stake in the Asian unit in order to raise funds to repay the government. It retains a 13.7 percent stake, following a sale last month of A.I.A. shares worth $2 billion. At the same time, the U.S. Treasury has been selling down its shares in A.I.G., and last month raised $20.7 billion by reducing its stake in the insurer to 15.9 percent from 53.4 percent.

A.I.A. said the deal for ING's Malaysian business would be funded through existing cash and external debt financing, and completion is targeted for the first quarter of 2013, subject to regulatory approvals in Malaysia and the Netherlands.



A.I.A. to Pay $1.7 Billion for ING\'s Malaysia Business

HONG KONGâ€"A.I.A. Group, the Asian insurance giant partly owned by American International Group, said on Thursday it would pay 1.34 billion euros to acquire the Malaysian insurance business of the Dutch insurer ING.

A.I.A., listed in Hong Kong, said the $1.73 billion deal will catapult it to the No. 1 position in Malaysia's lucrative life insurance market, up from No. 4 previously, with the addition of 1.6 million new customers and 9,200 new agents to its network in the Southeast Asian nation.

For ING, the transaction marks the first successful deal towards a plan it announced last year to sell off assets in Asia as part of a broader corporate restructuring. Analysts have estimated those assets could command between $6 billion and $8 billion in total, and ING's operations in Malaysia have been seen as one of its more attractive businesses in the region.

‘‘Today's announcement is the first major step in the divestment of our Asian insurance and invest ment management businesses and shows that ING continues to make steady progress in the restructuring of our company,'' ING's chief executive, Jan Hommen, said Thursday in a statement.

The Dutch insurer said its expects to book a net gain of 780 million euros, or $1 billion, from the sale.

A.I.A. has been seeking to build its footprint in Asia and grow profitability even as A.I.G. has been selling down its stake in the Asian unit, which was spun out of the New York-based company via a Hong Kong listing two years ago as part of A.I.G.'s efforts to repay its 2008 bailout by the United States government.

A.I.G. has since further sold down its stake in the Asian unit in order to raise funds to repay the government. It retains a 13.7 percent stake, following a sale last month of A.I.A. shares worth $2 billion. At the same time, the U.S. Treasury has been selling down its shares in A.I.G., and last month raised $20.7 billion by reducing its stake in the insurer to 15.9 percent from 53.4 percent.

A.I.A. said the deal for ING's Malaysian business would be funded through existing cash and external debt financing, and completion is targeted for the first quarter of 2013, subject to regulatory approvals in Malaysia and the Netherlands.



JPMorgan Finance Chief Is Expected to Step Down

The chief financial officer at JPMorgan Chase is expected to step down by the end of the year in the latest round of executive reshuffling after the bank's multibillion-dollar trading loss in May.

Douglas Braunstein, who has been chief financial officer since 2010, will give up his post, but is expected to remain at the bank, according to two senior bank officials.

Mr. Braunstein's move follows on the heels of two departures last week. Irene Tse - who headed up the North American arm of the chief investment office, the powerful but previously little-known unit at the center of the trading mishap - is leaving to start her own hedge fund. Barry Zubrow, who runs the bank's regulatory affairs, announced his resignation last week and will cede his position by the end of the year.

The executive changes follow the trading blunder in London, which stemmed from a soured credit bet. The losses have been a rare black eye for Jamie Dimon, JPMorgan's chief executive, once considered among the most skilled risk managers on Wall Street.

Mr. Braunstein's expected departure as chief financial officer was first reported by The Wall Street Journal. A JPMorgan representative could not be immediately reached for comment.

As it works to move beyond the trading losses and reassure skittish investors, JPMorgan has revamped parts of its organization. The bank has appointed a new head of the chief investment unit to succeed Ina Drew, one of the most notable casualties of the trading debacle.

The bank has also promoted a number of younger executives, including Mike Cavanagh and Daniel Pinto, to head up a united corporate and investment bank. Mr. Cavanagh is leading the cleanup operation.

During Mr. Dimon's nearly six-year reign, the bank has undergone a number of management shuffles. Few of the executives who made up Mr. Dimon's inner circle during the financial crisis â€" including Bill Winters, Steve Black and Heidi Miller †" remain.

Mr. Braunstein suffered a hit to his reputation after the trading losses. After initial reports of an outsized credit bet in London emerged, he assured analysts on an April 13 conference call that the bank was comfortable with the trading positions.



At JPMorgan, Inquiry Built On Taped Calls

Federal authorities are using taped phone conversations to build criminal cases related to the multibillion-dollar trading loss at JPMorgan Chase, focusing on calls in which employees openly discussed how to value the troubled bets in a favorable way.

Investigators are looking into the actions of four people who previously worked for the team based in London responsible for the $6 billion loss, according to officials briefed on the case. The Federal Bureau of Investigation could make some arrests in the next several months, said one person who spoke on the condition of anonymity because the inquiry was ongoing.

The phone recordings, which were turned over to authorities by JPMorgan, have helped focus the investigation, the officials said. Authorities are poring over thousands of conversations, in English and French. They are also relying on notes that employees took during staff meetings, instant messages circulated among traders and e-mails sent within the gro up.

Authorities are examining how some traders in the chief investment office influenced market prices as their bets began to sour. Investigators are also looking into whether records were falsified to hide the problems from executives in New York. Based on those records, JPMorgan submitted inaccurate financial statements to regulators, another area of focus for investigators.

The scope of the inquiry suggests that the problems were isolated to a handful of executives and traders in an overseas division, and did not reflect a fundamental weakness with the bank's culture and leadership. The investigation does not appear to touch the upper echelons of the executive suite, notably Ina Drew who oversaw the chief investment office. The findings could insulate JPMorgan and its chief executive, Jamie Dimon, from further fallout.

Timeline: JPMorgan Trading Loss

Five months into the investigation, attention is centered on four p eople: Javier Martin-Artajo, a manager who oversaw the trading strategy from the bank's London offices; Bruno Iksil, the trader known as the London Whale for placing the outsize bet; Achilles Macris, the executive in charge of the international chief investment office; and a low-level trader, Julien Grout, who worked for Mr. Iksil and was responsible for marking the trading book.

The people briefed on the matter said the investigation was in the early stages, and federal prosecutors in Manhattan had not made a decision about whether to file charges. None of the current or former employees have been accused of wrongdoing.

If they decide to bring charges, prosecutors will face significant challenges. Financial cases are notoriously difficult to prove in court. The intricacies of Wall Street, which are often central to such matters, can be difficult to explain to jurors. In the aftermath of the financial crisis, authorities have brought few cases against individual employees.

Complicating matters, some of the JPMorgan employees are from France, which does not extradite its citizens. Mr. Iksil has already returned home to France after leaving the bank, according to a person with knowledge of the matter. Mr. Grout, also a French citizen, has been suspended from the bank but remains in London, said another person briefed on the situation.

Prosecutors would also have to prove that employees intentionally masked losses by mispricing the positions. It is a high bar. In some derivatives markets, traders are allowed to estimate the value of their positions because actual prices may not be readily available.

Some people close to the investigation say the significance of the mismarked positions may be overstated since they represented a tiny fraction of the overall trades. They also cautioned that authorities could easily take an incriminating sentence from a single phone call out of context, and that many conversations took pl ace in person at the London office.

“Mr. Martin-Artajo is confident that when a complete and fair reconstruction of these complex events is completed, he will be cleared of any wrongdoing,” his lawyer, Greg Campbell, said in a statement. “There was no direct or indirect attempt by him at any time to conceal losses.”

Lawyers for Mr. Macris and Mr. Grout declined to comment. A lawyer for Mr. Iksil did not respond to requests for comment. Spokesmen for the United States attorney's office in New York, the F.B.I. in Manhattan and JPMorgan declined to comment.

The trading loss could get further scrutiny on Friday when JPMorgan is set to report third-quarter earnings. Since the blowup was first disclosed in May, the losses have increased to about $6 billion, from $2 billion.

As the bank continues to unwind the bet, investigators have held multiple meetings with lawyers representing people ensnared by the matter. Authorities plan to interview Mr. Macr is this month in his native Greece, according to people briefed on the matter. Such discussions could provide a more detailed account of the employees' actions and alter the course of the investigation. Some of the former employees could also cooperate with authorities.

JPMorgan is also under investigation by civil regulators, including the Securities and Exchange Commission, which is examining whether the bank misled investors about the severity of the losses. British authorities have also recently opened inquiries into the matter, according to the officials.

The investigations center on the chief investment office in London.

The group was created to invest JPMorgan's own money and offset potential losses across the bank's disparate businesses. For example, Mr. Iksil bought and sold derivative contracts - financial instruments tied to the value of corporate bonds and other investments - in an effort to protect the bank from market fluctuations.

By ea rly 2012, the London team increased its risk. In response to adverse moves in the markets and regulatory changes, the group made a series of aggressive derivatives trades, betting on the strength of companies like American Airlines.

As these bets started to sour, the London team decided to double down instead of getting out, according to the bank. From late 2011 to March 2012, the bank's net exposure to such contracts more than doubled to nearly $150 billion. Authorities are examining whether the large positions improperly influenced market prices.

The  phone calls, which are taped as part of JPMorgan's routine practices, suggest that traders tried to limit the losses, according to people briefed on the matter. In some phone recordings, Mr. Martin-Artajo encouraged Mr. Iksil to record the value of certain trades in an optimistic fashion, the people said. Their boss, Mr. Macris, was also involved in valuation discussions, according to two people with knowledge of the matter.

The chief investment office was also trying to downplay the potential risk. Some employees told top JPMorgan executives that the situation was “manageable” and that the position might even produce a slight gain in the second quarter of 2012.

But the estimates proved inaccurate. This summer, JPMorgan restated its first-quarter earnings downward by $459 million, conceding errors in the valuations.

At the time, the bank said that the traders in the chief investment office “generally” valued the holdings within a reasonable range. But JPMorgan also pointed to the potential for deeper problems.

“The restatement is really based upon recent facts that we've uncovered regarding the C.I.O. traders' intent as they were marking the book,” Douglas L. Braunstein, the bank's chief financial officer, said at the time, according to a transcript. “As a result, we questioned the integrity of those trader marks.”



Fed Governor Suggests Congress Weigh Laws to Limit Bank Size

A Federal Reserve Board governor on Wednesday suggested that Congress could take steps to limit the size of banks in order to ensure financial stability.

In a wide-ranging speech at the University of Pennsylvania Law School, Daniel K. Tarullo, one of the Fed's board of governors, said that limiting the size would help ensure that institutions aren't “too big to fail” and thus require future bailouts in order to protect the financial system. Although new rules like the Dodd-Frank Act have addressed risks in the banking industry, such rules have not set standards on how big is too big.

If Congress “chooses to do so, there would be merit in its adopting a simpler policy instrument, rather than relying on indirect, incomplete policy measures such as administrative calculation of potentially complex financial stability footprints,” Mr. Tarullo said, according to prepared remarks.

He suggested one appropriate measure could involve limiting “the non-d eposit liabilities of financial firms to a specified percentage of U.S. gross domestic product.”

It is unclear whether Congress will ever take up such a measure. In his speech, however, he did address some overhauls that are before various agencies, including the Securities and Exchange Commission.

Mr. Tarullo blamed the world of so-called shadow banking, or other activities outside of traditional bank business such as lending and deposits, for some of the potential problems among financial institutions. He also threw his weight behind efforts to regulate money-market funds â€" efforts that have been stymied at the Securities and Exchange Commission but which Treasury Secretary Timothy Geithner has recently backed.

“As many of us in the government have pointed out, money market funds remain a major part of the shadow banking system and a key potential systemic risk even in the post-crisis financial environment,” Mr. Tarullo said.

Mr. Tarullo des cribed the difficulty that the Federal Reserve faces when evaluating whether to approve large bank mergers. “There is no statutory basis for identifying a certain systemic footprint above which the risks to financial stability are not worth bearing compared to whatever possible benefits may be associated with the operation of the largest, most interconnected firms,” he said.



E-Mails Appear to Back Lawsuit\'s Claim That Equity Firms Colluded on Big Deals

The private equity giants Blackstone Group and Kohlberg Kravis Roberts are longtime rivals that compete for multibillion-dollar deals. But during last decade's buyout boom, according to newly released e-mails in a civil lawsuit accusing them of collusion, the two firms appeared to be on much cozier terms.

In September 2006, for instance, Blackstone and Kohlberg Kravis were both circling the technology giant Freescale Semiconductor. After a Blackstone group outbid a Kohlberg Kravis consortium to buy Freescale for nearly $18 billion, Hamilton E. James, the president of Blackstone, e-mailed his colleagues about Henry Kravis, the billionaire co-founder of Blackstone's rival.

“Henry Kravis just called to say congratulations and that they were standing down because he had told me before they would not jump a signed deal of ours,” Mr. James wrote.

Two days later, Mr. James sent an e-mail to Mr. Kravis's cousin and co-founder, George R. Roberts. “We would m uch rather work with you guys than against you,” Mr. James wrote. “Together we can be unstoppable but in opposition we can cost each other a lot of money.”

“Agreed,” responded Mr. Roberts.

The e-mails are part of a court filing Wednesday in an antitrust civil lawsuit brought against 11 of the world's largest private equity firms that accuses them of colluding to drive down the prices of more than two dozen takeovers of publicly traded companies. Plaintiffs in the case, which was filed in Federal District Court in Boston in 2007, are former shareholders of the acquired businesses.

Much of the 207-page lawsuit had been heavily redacted, but The New York Times brought a motion in August to make the all of the complaint public. A judge ordered the private equity defendants to file an unsealed version of the court papers, leading to the new filing on Wednesday.

“These e-mails are strong signals of anticompetitive behavior,” said Darren Bush, an antitrust law professor at the University of Houston. “It is always highly problematic when you have such freewheeling discussions between competitors.”

The private equity firms scoff at the idea that their conduct was improper. A Blackstone spokesman, Peter Rose, said that the Freescale deal was competitive and the firm paid a generous price for the company. “Blackstone and K.K.R. have since competed intensely many times and have completed only a single deal together in the past six years,” said Mr. Rose.

A spokeswoman for Kohlberg Kravis, Kristi Huller, said the plaintiffs “make the preposterous claim that the entire private equity industry came together under a master plan to decide which firms would be permitted to acquire any particular public company.”

The evidence in the case comes as the private equity firms and their business practices remain a focus of the presidential race. The Republican presidential nominee Mitt Romney founded Ba in Capital, which is a defendant in the lawsuit. Mr. Romney has made his Bain tenure a cornerstone of his campaign to demonstrate his leadership and private sector experience. At the same time, President Obama has used Bain to attack Mr. Romney, accusing the firm of firing employees at its acquired companies and sending jobs overseas.

While top executives at Bain Capital are mentioned in some of the more revealing e-mail exchanges, Mr. Romney does not appear in the newly unsealed documents.

“This industrywide case involves matters that occurred well after Mitt Romney left Bain Capital in 1999,” said Michele Davis, a spokeswoman for the campaign. “He had no role in investment decisions or operations after that date.”

But the shareholders' lawyers in the case said that the allegations of collusion reflected on Mr. Romney because he reaped millions of dollars from profits that may have been illegally inflated by underpriced acquisitions.

Mr. Romn ey's financial disclosures “list all the funds that profited from these deals, so he clearly profited,” said Michael Stewart, one of the plaintiffs' lawyers in the case, who said he supported Mr. Obama.

The lawsuit's allegations date to the years leading up to the financial crisis. Private equity firms, armed with billions of dollars from state pensions and sovereign wealth funds seeking returns on investments, were buying ever-larger companies. And flush banks like JPMorgan Chase and Citigroup backed the firms with billions of dollars of loans to finance their acquisitions.

Led by the likes of Bain, the Carlyle Group and Apollo Management Group, the private equity firms made headlines with record takeovers of a number of the nation's iconic companies. The country's largest casino operator (Caesars Entertainment), hospital chain (HCA), and lodging company (Hilton Hotels) all fell into the hands of private equity firms.

An unusual feature of these megade als is at the heart of the lawsuit: The private equity firms are said to have teamed up to do them.

As purchase prices reached into the tens of billions of dollars, the firms pooled their money together to make the acquisitions. The private equity industry has said that the consortiums, or club deals, allowed the firms to spread the risk of owning such a large company. In addition, the firms said that by working together they could bring complementary skills in operating the companies once they acquired them.

The media analysis firm Nielsen, for example, was taken over for $11.4 billion by a group of six different buyout firms. All of the collaboration meant that there were fewer potential buyers for these companies.

The flood of private equity takeovers continued right up until the credit crisis struck, forcing banks to close their lending spigot and ending the buyout boom. The $32 billion acquisition of the Texas power utility TXU, the largest leveraged b uyout in history, was consummated on Oct. 10, 2007, the day after the Dow Jones industrial average hit a record high.

While the private equity firms characterized the period from 2003 to 2007 as a time of big deal-making and collaboration, the Massachusetts lawsuit contends that something far more sinister was at work.

Calling the period “the conspiratorial era,” the lawsuit depicts a secret pact between the firms that divided up the big deals among themselves and artificially - and illegally - kept their prices low. There was a “you don't bid on my deal, I won't bid on yours” understanding between the firms, according to the lawsuit.

“These L.B.O.'s and transactions were not separate, isolated events; rather, they were interconnected deals that defendants carefully planned, coordinated and tracked as part of their ongoing conspiracy,” said the complaint.

These efforts drove down buyout prices and deprived the company's shareholders of bil lions of dollars, the lawsuit said. Shareholders filed the complaint in 2007 after the Justice Department's antitrust division began investigation possible collusion and bid-rigging. The government has not brought any charges.

The private equity firms insist that there was healthy competition for deals during last decade's mergers and acquisitions boom.

Several deals cited in the complaint did feature bidding wars that drove up the purchase prices. In court papers, the private equity firms have said that the lawsuit is nothing more than “a far-fetched theory” that describes routine merger activity and calls it anticompetitive.

Yet there was nothing routine about the flurry of merger activity during the buyout boom. In early 2006, Bain, Kohlberg Kravis, and Merrill Lynch teamed up with HCA management to pay $32.1 billion for the hospital chain. At the time, it was the largest leveraged buyout and turned out to be a hugely profitable deal.

Kohlberg Kravis expressly asked its competitors to “step down on HCA” and not bid on the company, according to an e-mail that was unsealed and written by Daniel Akerson, then a partner at Carlyle and now the chief executive of General Motors. The complaint includes several other e-mails explaining the lack of competition in the bidding for HCA.
Two colleagues at the private equity firm TPG e-mailed each other about the firm's reasons for deciding to not compete for HCA, according to the lawsuit.

“All we can do is do [u]nto others as we want them to do unto us,” Jonathan Coslet, a TPG executive, wrote. “It will pay off in the long run even though it feels bad in the short run.”
A TPG spokesman denied the allegations in the lawsuit and said that it never colluded to suppress deal prices.

Mr. Bush, the University of Houston antitrust law professor, said that such an exchange between the TPG executives should raise eyebrows among government antitrust reg ulators as classic anticompetitive conduct.

“This sounds like mutual back-scratching,” said Mr. Bush. “I'll scratch your back by not bidding on this deal, and you'll scratch mine by not bidding on the next.”



Realogy Prices Its I.P.O. at $27

Realogy Holdings priced its initial public offering on Wednesday at $27 a share, according to a person briefed on the matter, hitting the top of its price range as the the real estate giant that runs Century 21 returns to the public markets.

At $27, Realogy will have raised $1.08 billion, all of which is earmarked for paying down some of the billions of dollars in debt that it took on as part of its 2006 sale to Apollo Global Management. Should underwriters exercise an overallotment option to satisfy additional demand, the company will have raised $1.24 billion.

The strong showing by the real estate company comes amid what has been a relatively rough patch for companies seeking to go public. Last week, the restaurant-and-arcade operator Dave & Buster's Entertainment withdrew its initial offering, citing adverse market conditions.

Realogy's offering was led by Goldman Sachs and JPMorgan Chase.



J.P. Morgan Ordered to Pay $18 Million to Oil Heiress\'s Trust

Trust accounts often require firm advisers to be even more diligent in putting clients' interests ahead of the banks'. This week, an Oklahoma judge found J.P. Morgan was “grossly negligent and reckless” in its administration of one client's trust account and ordered the bank to pay $18 million.

In a harshly worded opinion released late Tuesday Judge Linda Morrissey of the United States District Court for Tulsa County said that the bank breached a series of fiduciary duties in its handling of the trust of the late Carolyn S. Burford, an oil heiress. The court also ordered J.P. Morgan to pay punitive damages, to be set at a later date, along with the trust's legal fees.

Judge Morrissey concluded that J.P. Morgan had breached its fiduciary duty in 2000 when it sold what are known as variable prepaid forward contracts to the trust, a complex fee-rich product that the judge determined was unsuitable for the trust.

“We disagree with the court's decision and will take all appropriate measures to respond, including appealing the decision,” J.P. Morgan said in a statement. A lawyer for the plaintiff did not return a call for comment.

This case is likely to put a bright spotlight on trust accounts. Under the current law, some stockbrokers are required to act in a customer's best interest - but that is a less-stringent standard that allows them to sell products that are suitable, but not necessarily in a client's best interest. Brokers who handle trust accounts are held to the higher standard and have to do what is best for the client alone.

The contracts were pitched as a way to generate more income for the trust, which was established in 1955 by Ms. Burford's parents; the trust now benefits Ann Fletcher, Ms. Burford's daughter. Carolyn Burford's father founded Skelly Oil and her mother had ties with another oil company. The trust initially contained a significant amount of ExxonMobil stock. J.P. Morgan and th e trust entered into several variable prepaid forward contracts from 2000 to 2005.

The judge found that J.P. Morgan - which ended up with the account after a series of bank mergers - did not properly explain the product to its client and failed to disclose that the bank was benefiting from the transaction. The bank also breached its duty when it invested the proceeds of the contracts in its own investment products, which the judge said “amounted to double dipping” that was unreasonable.

“The bank provided incentives to its employees to generate revenue for the bank. This created a situation in which the self interest of employees managing and advising fiduciary accounts was placed in conflict with the interest of those to whom the bank owed fiduciary duty,” the judge wrote. The misconduct in the case, the judge added, shows a serious disregard for customers of the bank, which was aware “or recklessly failed to be aware” of the conduct at issue.

“The court finds that beyond simply restoring the trust in the position in which it should have been maintained, it is appropriate to assess punitive damages for the sake of example and by way of punishing the bank for its conduct,” Judge Morrissey wrote.



Business Day Live: Official Warmth and Public Rage for Merkel in Athens

Angela Merkel's attempt at a “Nixon moment” in Greece. | Why analysts think the “fiscal cliff” could be a “fiscal slope.” | A bigger paycheck on Wall Street.

Collapse of Aerospace Merger Deals Blow to Army of Advisers

For the small battalion of bankers and lawyers advising EADS and BAE Systems, the end of merger talks between the two aerospace giants brings no small amount of anguish over lost fees.

The proposed union of the two had been closely watched in a year largely devoid of major deal activity, to say nothing of big European transactions. It had drawn in high-profile bankers on both sides, as bankers piled in to help out longtime clients.

Advising EADS were Perella Weinberg Partners, Evercore Partners, Lazard and BNP Paribas, while BAE drew upon Gleacher Shacklock, Morgan Stanley and Goldman Sachs. Clifford Chance was dispensing legal advice to EADS, while Freshfields Bruckhaus Deringer was counseling BAE.

Deal makers have privately bemoaned the slow pace of their business this year. About $1.6 trillion worth of mergers have been announced through the third quarter this year, in the worst showing for the industry since 2009.

The world of European mergers h as fared even worse. Just $459 billion worth of transactions involving companies on the continent have been announced through the third quarter, according to Thomson Reuters. That is the lowest level of activity since at least 2000.

The merger of EADS and BAE would have created a giant in the fields of civilian and military aircraft, worth some $50 billion. That would have made it one of the largest deals this year, potentially outpacing Glencore International's $45.5 billion bid for the shares in Xstrata that the commodities trader doesn't already own, according to Thomson Reuters.

Analysts at Freeman & Company estimate that investment banks stood to earn between $120 million and $150 million if the merger had been completed. With its demise, those advisers may earn only $8 million to $12 million between them.



Aerospace Deal Talks Collapse

AEROSPACE DEAL TALKS COLLAPSE  |  Talks between the aerospace giants EADS and BAE Systems have fallen apart. The two companies, which were up against a noon deadline to submit a merger plan, said in a statement on Wednesday that “it has become clear that the interests of the parties' government stakeholders cannot be adequately reconciled with each other or with the objectives that BAE Systems and EADS established for the merger.” Officials in Germany, France and Britain had been haggling over the influence that each country would hold over the combined company.

 

FEWER JOBS, HIGHER PAY  |  “It's good work if you can get it,” the New York State comptroller, Thomas P. DiNapoli, said about Wall Street jobs. Pay in the financial industry rose 4 percent last year, to an average of $362,950 per employee, a level not seen since before the financial crisis, the comptroller said in a new report. That comes even as firms have been shedding jobs. The report estimated that 1,200 positions have been cut this year, with more than 20,000 jobs lost since late 2007. The justification for rich Wall Street pay is the same: banks need “to lure talent from other firms,” Susanne Craig and Ben Protess of DealBook write.

 

U.S. SUES WELLS FARGO  |  The mortgage mess continues to haunt big banks. In a new lawsuit, United States prosecutors are claiming that Wells Fargo deceived the federal government about the quality of mortgages during the housing boom. Wells Fargo's chief executive, John Stumpf, who got his job in 2007, “wasn't a mere bystander” during the period described in the new lawsuit, David Weidner writes in a column in MarketWatch. At the time, Mr. Stumpf led Wells Fargo's western banking operations.

 

REGULATOR PUSHES BACK  |  The Commodity Futures Trading Commission is resisting Wall Street's efforts to temper the Dodd-Frank regulatory overhaul. The agency is planning to appeal a court ruling that halted the so-called position limits rule, which would curb speculative Wall Street trading, DealBook's Ben Protess reports. Bart Chilton, a Democratic commissioner at the agency, said: “I hope that the agency will appeal in the next few days.”

Wall Street's fight continues on other fronts. Goldman Sachs may have found a loophole in the Volcker Rule, The Wall Street Journal reports. Some executives at the firm “believe they have found a way to extricate the credit funds from proposed limits on how much can be invested in hedge funds and private equity funds.” Goldman is apparently arguing that “these funds function like banks, just with a different structure.”

And criticism of the regulatory overhaul piles up. Harvey R. Miller and Maurice Horwitz, attorneys who worked on the bankruptcy of Lehman Brothers, argue that Dodd-Frank's “orderly liquidation authority,” which is supposed to give the government a way of safely winding down a failing financial firm, is “inadequate and, to some extent, ill-conceived.”

 

ON THE AGENDA  |  Costco announces earnings before the opening bell and Ruby Tuesday reports after the market closes. Mortimer B. Zuckerman, the real estate developer, is on Bloomberg TV at 8 a.m. Phil Angelides, who was the chairman of the Financial Crisis Inquiry Commission, is on Bloomberg TV at 8:30 a.m. In Paris, the French president, François Hollande, meets with Prime Minister Mariano Rajoy of Spain.

 

BACK FROM THE DEAD  |  Apollo Global Management pulled off a “miraculous” feat with the turnaround of the real estate company Realogy, the Deal Professor writes. “The private equity firm had the knowledge and wherewithal to keep working the capital markets and continuously restructure Realogy's debt to ensure its survival. Apollo also stepped up and was willing to risk even more money to support the company.”

Now, Apollo will test the public markets. Realogy is expected to price its I.P.O. on Wednesday. Shutterstock, a stock photography company, is also expected to price its offering on Wedneday. Bain Capital is planning an I.P.O. for one of its portfolio companies, Bright Horizons Family Solutions, according to Reuters. The child care and education company, which Bain bought for $1.3 billion in 2008, was praised last year by the first lady, Michelle Obama.

 

 

 

Mergers & Acquisitions '

Fraser & Neave Rejects $1.1 Billion Bid for Hospitality Unit  |  Weeks after agreeing to sell its brewing unit to Heineken for $4.6 billion, the Singaporean conglomerate Fraser & Neave has rejected a $1.1 billion bid for its serviced-apartment business while its shareholders are weighing an outright takeover offer from a Thai billionaire. DealBook '

 

Is Glencore Too Big to Fail?  |  An official at the Bank of Canada recently said there was a possibility that some commodities traders were “becoming systemically important,” notes a column in The Financial Times. FINANCIAL TIMES

 

Best Buy's C.F.O. Is Leaving  | 
WALL STREET JOURNAL

 

Europe Said to Have Concerns With U.P.S. Bid for TNT Express  | 
REUTERS

 

Twitter Buys a Video-Sharing Company  |  Twitter picked up Vine, a three-man start-up that has yet to begin operating publicly, AllThingsD reports. ALLTHINGSD

 

Variety Magazine Sold for About $25 Million  |  Variety, a magazine once considered the bible of Hollywood, has been sold for about $25 million in what “was essentially a fire sale,” the Media Decoder blog reports. Penske Media, the ow ner of a collection of entertainment news blogs, teamed up with the hedge fund Third Point to acquire the magazine. DealBook '

 

INVESTMENT BANKING '

A Warning From the I.M.F.  |  The International Monetary Fund predicts that European banks will shed assets amounting to more than 7 percent of their balance sheets by the end of next year, barring significant policy changes. FINANCIAL TIMES

 

Morgan Stanley and Mitsubishi Chiefs Said to Plan Meeting  |  James P. Gorman of Morgan Stanley and Katsunori Nagayasu of Mitsubishi UFJ are set to meet on Saturday in Tokyo to “discuss deepening their partnerships,” Bloomberg News reports, citing two unidentified people with knowl edge of the matter. BLOOMBERG NEWS

 

Morgan Stanley Wealth Managers Join R.B.C.  | 
REUTERS

 

Herb Allen Looks to Sell a Monet  |  The investment banker said his family was planning to auction one of Claude Monet's water lily paintings for between $30 million and $50 million, The Wall Street Journal reports. WALL STREET JOURNAL

 

Bank of America Names Investment Banking Executive in Europe  |  Rupert Hume-Kendall, a longtime capital markets specialist at Bank of America, is becoming chairman of the corporate and investment banking business in Europe, Reuters reports. REUTERS

 

Qatari Investment Bank Said to Be Cutting Jobs  |  “As many as 13 people are leaving” QInvest, according to Bloomberg News. BLOOMBERG NEWS

 

BNP Paribas Said to Cut Jobs in Asia  |  The French bank BNP Paribas eliminated about 15 equity research jobs in Asia in the last month, Bloomberg News reports. BLOOMBERG NEWS

 

Lone Star Said to Be Contender for Lloyds Portfolio  |  Lone Star Funds is among the bidders for parts of a roughly $2.6 billion portfolio of real estate loans being sold by the Lloyds Banking Group, according to Bloomberg News. BLOOMBERG NEWS

 

R.B.S. to Sell German Buildings  |  The Royal Bank of Scotland is selling two buildings in Frankfurt for about $1 billion, Bloomberg News reports, citing two unidentified people with knowledge of the matter. BLOOMBERG NEWS

 

PRIVATE EQUITY '

Bain Capital to Buy Apex Tool for $1.6 Billion  |  The private equity firm co-founded by the Republican presidential candidate Mitt Romney has agreed to buy the Apex Tool Group, a maker of hand and power tools, for $1.6 billion. DealBook '

 

Bain's Ties to China Create Political Dilemma  |  Mitt Romney has invested in Bain Capital f unds that hold investments linked to China, “a reminder of how he inhabits two worlds that at times have come into conflict during his campaign for the White House,” The New York Times reports. NEW YORK TIMES

 

Signs of a Revival in Indian Private Equity  |  Recent moves by the Blackstone Group, the Carlyle Group and Standard Chartered Private Equity suggest that “investors may be returning to Indian investments,” The Wall Street Journal writes. WALL STREET JOURNAL

 

Goldman Sachs Backs Restructuring Plan for Nine Entertainment  | 
FINANCIAL TIMES

 

HEDGE FUNDS '

A Focus on Structured Credit Has Paid Off  |  For hedge funds, “asset-backed fixed income has been the place to be in 2012,” The Financial Times writes. FINANCIAL TIMES

 

Hedge Fund Said to Attract $500 Million From Blackstone  |  PDT Partners, a hedge fund run by a longtime Morgan Stanley proprietary trader with a record of achieving high returns, raised more than $500 million from the Blackstone Group, Bloomberg News reports. BLOOMBERG NEWS

 

How a Hedge Fund Pulled Ahead of the Pack  |  Metacapital Management, a hedge fund started by a former Lehman Brothers trader, is up 34 percent this year, according to Bloomberg News. BLOOMBERG NEWS

 

No Fireworks at Procter & Gamble Meeting  |  William A. Ackman didn't even show up. REUTERS

 

I.P.O./OFFERINGS '

Facebook's Haggling With the S.E.C.  |  Before Facebook went public, the company's management was “hesitant to disclose information and still guessing at even rudimentary aspects of its business,” Bloomberg News reports. BLOOMBERG NEWS

 

Workday Raises I.P.O. Range to $24 to $26  |  Initial public offerings have largely sputtered over the last few weeks, but the dismal environment has done little to dent investors' enthusiasm for Workday, a maker of human res ources software. DealBook '

 

Australian Gold Companies Plan to Sell Shares  | 
WALL STREET JOURNAL

 

VENTURE CAPITAL '

Venture Capital Firms Raise Nearly $5 Billion in 3rd Quarter  | 
REUTERS

 

Silicon Valley's Cloud Wars  |  Young companies providing cloud computing services “may offer more innovative approaches” than the established giants, the Bits blog writes. NEW YORK TIMES BITS

 

LEGAL/REGULATORY '

Support Grows for Tax on Financial Transactions  |  “Italy and Spain joined nine other European Union countries on Tuesday in backing a tax on financial trades, bringing the most significant attempt at such an initiative a step closer to success,” The New York Times reports. NEW YORK TIMES

 

Expanded Stress Tests for Banks  |  Under new rules, banks will have to do two internal “stress tests” a year and publish some of the results, The Wall Street Journal reports. WALL STREET JOURNAL

 

Antitrust Scrutiny of Google Turns to Smartphones  |  The Federal Trade Commission has begun to look into “patents that apply to lucrative smartphone technology, and the conduct of Google's Motorola Mobility subsidiary,” The New York Times reports. NEW YORK TIMES

 

China Gets Back to Work  |  Uncertainty about China's political transition has hurt foreign confidence in its economy and may have led to policy inertia in the face of a slowing economy, writes Bill Bishop, DealBook's China Insider columnist. DealBook '

 

Firm Said to Be Reviewing Unusual Stock Trades  |  An unidentified firm was determining whether it would seek to cancel certain stock trades, the Financial Industry Regulatory Authority said, according to Dow Jones. DOW JONES

 

What's at Stake in Gupta's Sentencing  |  Rajat K. Gupta, a former Goldman Sachs director convicted of being part of an insider trading scheme, is set to be sentenced this month. WALL STREET JOURNAL

 

Judge Signs Off on Settlement With Former Dewey Partners  | 
WALL STREET JOURNAL

 



True Religion Puts Itself Up for Sale

True Religion Apparel is apparently hoping that a sale can repair its fraying financials.

The struggling maker of upscale denim said on Wednesday that it is exploring strategic options, the oft-used euphemism that means a company is considering a sale.

The clothing company has hired Guggenheim Securities and the law firm Greenberg Traurig as advisers, and its board has set up a special committee to consider possible transactions. The company has received approaches from potential buyers.

Founded in 2002, True Religion was one of the first sellers of high-end artfully tattered jeans that run upwards of $300, and it drew an array of celebrity customers. But the brand has since been eclipsed in the market of late by newer rivals and cheaper alternatives, leading the company to miss expectations for second-quarter sales and reduce its earnings forecast for the rest of the year.

True Religion's shares have plummeted 39 percent this year to $21.01, valuin g the company at $541.8 million. On Wednesday, its stock leaped 25 percent in premarket trading, to $26.40.



EADS and BAE Systems Abandon Merger Talks

LONDON â€" The aerospace giants EADS and BAE Systems ended mergers talks on Wednesday after political haggling between European governments scuppered the deal.

The announcement comes only hours before a deadline set by the British authorities to decide whether to proceed with a deal.

In a brief statement, the European companies said they had been able to reach agreement on the commercial terms for the merger, but had not been able to win government support for the deal. Under the current shareholder structure, France, Germany and Spain hold sizeable stakes in EADS, which manufacturers the Airbus passenger airline.

During weeks of negotiations, it had become clear that the European governments could not agree to their respective new holdings in the combined company, according to person with direct knowledge of the matter who spoke on the condition of anonymity because he was not authorized to speak publicly.

In particular, Germany had called for guar antees over long-term employment for EADS employees based in the country. Concerns had also been raised over the ability for BAE Systems, which has large defense contracts with the United States government, to continue operating in the country if European governments continued to own a large stake in the combined company.

“It has become clear that the interests of the parties' government stakeholders cannot be adequately reconciled with each other or with the objectives that BAE Systems and EADS established for the merger,” the companies said in a joint statement on Wednesday.



While Romney Attacks China on Trade, Bain Embraces It

The tale of Asimco Technologies, an auto parts manufacturer whose plants dot eastern China, would seem to underscore 's campaign-trail complaint that China's manufacturing juggernaut is costing America jobs.

Nine years ago, the company bought two camshaft factories that employed about 500 people in Michigan. By 2007 both were shut down. Now Asimco manufactures the same components in China on government-donated land in a coastal region that China has designated an export base, where companies are eligible for the sort of subsidies Mr. Romney says create an unfair trade imbalance.

But there is a twist to the Asimco story that would not fit neatly into a Romney stump speech: Since 2010, it has been owned by , the private equity firm founded by Mr. Romney, who has as much as $2.25 million invested in three Bain funds with large stakes in Asimco and at least seven other Chinese businesses, according to his 2012 candidate financial disclosure and other documents.

That and other China-related holdings by Bain funds in which Mr. Romney has invested are a reminder of how he inhabits two worlds that at times have come into conflict during his campaign for the White House.

As a candidate, Mr. Romney uses China as a punching bag. He accuses Beijing of unfairly subsidizing Chinese exports, artificially holding down the value of its currency to keep exports cheap, stealing American technology and hacking into corporate and government computers.

“How is it China's been so successful in taking away our jobs?” he asked recently. “Well, let me tell you how: by cheating.”

But his private equity dealings, both while he headed Bain and since, complicate that message.

Mr. Romney's campaign insists he has no control over his investments since they are held in a blind trust. That said, a confidential prospectus for one of the Bain funds, obtained by The New York Times, promotes China as a good investment for some of the same reasons that Mr. Romney has said concern him: “Strong fundamentals” like manufacturing wages 85 percent lower than what Americans earn, vast foreign exchange reserves and the likelihood that China will surpass the United States as the world's largest economy.

“Accordingly, Bain Capital expects to see an increasing array of high-growth companies available for investment,” the prospectus says, noting the relative dearth of private equity in China.

Among the companies in which the Bain funds have invested is a global auto parts maker that is in the process of closing a factory in Illinois and moving most of the equipment and jobs to Jiangsu Province, where the Chinese government has built it a new plant; a Chinese electronics retailer accused by Microsoft of selling computers with pirated software; and a Hong Kong-based Chinese appliance maker that was sued for copying another company's design for a deep-fat fryer.

Asked if Mr. Romney sees any conflict between his Bain investments in China and his policy positions, the campaign said: “Only the president has the power to level the playing field with China. No private citizen can do that alone.”

The campaign said Mr. Romney put his fortune, estimated at $250 million, in a “blind trust” when he became Massachusetts governor in 2003. “The trustee of the blind trust has said publicly that he will endeavor to make the investments in the blind trust conform to Governor Romney's positions, and whenever it comes to his attention that there is something inconsistent, he ends the investment,” the statement said.

Should Mr. Romney become president, however, the structure of the trust would most likely not meet the federal requirements for independent management. It is managed by a Boston-based law firm, Ropes & Gray, that has a long history of doing legal work for both Mr. Romney and Bain Capital, including representing some of the same Bain funds in which it invested Mr. Romney's money.

Mr. Romney's trustee, R. Bradford Malt, who is chairman of Ropes & Gray, declined to comment.

Bain Capital declined to comment on specific investments, but said in a statement that its Chinese holdings “are consistent with the widely accepted principle that the private sector has a critical role to play in the continuing interdependence of the world's economies.”

For many sophisticated and wealthy investors, as well as for ordinary workers invested in pension funds, China is a part of any diversified investment strategy. President Obama, a former Illinois state senator, has as much as $100,000 in a state retirement plan that contains shares of Sensata Technologies, the same auto parts company controlled by Bain that is closing its Illinois factory.

Last year, Mr. Romney's trust sold its stake in an array of foreign holdings, including two Chinese state-owned companies: an oil company and a bank that have done business in Iran. But Mr. Romney continues to have money in Bain funds with sizable holdings in China.

He has as much as $250,000 in the Bain Capital Asia Fund and as much as $1 million each in Bain Capital Funds IX and X, all Cayman Islands entities used by Bain to make sizable investments in China, according to the 2012 candidate financial disclosures and confidential Bain prospectuses obtained by The Times through a public records request.

Among those funds' holdings is $234 million that Bain invested in 2009 in Gome Electrical Appliances, a major Chinese retailer that was accused by Microsoft this year of selling computers with pirated software. In 2007, Bain's Asia fund also invested $39 million in Feixiang Group, a Chinese producer and exporter of chemicals that is a designated “state high-tech enterprise,” making it eligible for tax breaks and other government incentives. Ropes & Gray represented Bain in the partial sale of Feixiang three years later for a 53 percent return on the fund's investment.

The Asia fund withdrew from another deal in 2008 that could have proved politically embarrassing to Mr. Romney. After the Bush administration objected, Bain dropped plans to team up with a Chinese technology giant, Huawei, to buy 3Com, a network equipment maker that supplies software and equipment to the Pentagon and other federal agencies.

The administration said intelligence reports indicated that Huawei, which was founded by a former People's Liberation Army officer, posed “national security problems,” according to a lawsuit stemming from the deal's collapse. A House Intelligence Committee report released Monday said Huawei continued to have troubling connections to the Chinese government, something the company denies.

Bain's interest in China dates to when Mr. Romney ran the firm. During a panel discussion at the Federal Reserve Bank in Boston in February 1998, he told of touring an appliance factory in China where 5,000 employees “were working, working, working, as hard as they could, at rates of roughly 50 cents an hour.”

Not long afterward, a Bain affiliate, Brookside Capital Partners, acquired about 6 percent of Global-Tech Appliances, whose factory in many ways matched Mr. Romney's description. The next year, Brookside and another Bain-related entity increased their stake to 9 percent, before selling their shares in 2000.

Just before Bain bought shares, a French firm accused Global-Tech of stealing its deep-fat fryer design. In a decision affirmed by the Supreme Court in 2011, the company was found to have willfully violated the French firm's United States patent, selling the knockoffs even after it was sued.

Mr. Romney also has millions invested in a series of Bain funds that have a controlling stake in Sensata Technologies, a manufacturer of sensors and controls for vehicles, aircraft and electric motors that employs 4,000 workers in China. Since Bain took over the operation in 2006, its investment has quadrupled in value. Bain continues to own $2.6 billion worth of Sensata's shares.

Two years ago, Sensata bought an operation that made automobile sensors in Freeport, Ill. At the first meeting with the plant's 170 workers, Sensata managers announced that by the end of 2012 all the equipment and jobs would be relocated, mostly to Jiangsu Province. Workers have staged demonstrations, pleading for Mr. Romney to intervene on their behalf.

Chinese engineers, flown to Freeport for training on the equipment, described their salaries as a pittance compared with Freeport wages. Tom Gaulrapp, who has operated machines at the factory for 33 years, said he fears he will go bankrupt after he loses his job on Nov. 5.

“This goes to show the unbelievable hypocrisy of this man,” he said of Mr. Romney. “He talks about how we need to get tough on China and stop China from taking our jobs, and then he is making money off shipping our jobs there.”

It is often difficult to determine precisely how much Mr. Romney benefits from specific investments by Bain funds, since his money goes into a pool used to buy stakes in companies. In the case of Sensata, however, it is clearer because he reported a charitable donation of $405,000 in Sensata stock that he received as “partnership distributions” in 2010 and 2011, according to his tax returns.

Jiangsu Province, where most of the Freeport jobs are moving, is one of China's designated “export bases” for auto parts. Asimco, the other auto parts manufacturer in Bain's portfolio, also has factories in Jiangsu Province and three other regions designated as export bases.

The Chinese government incentives offered to companies in those “bases” set off a complaint from the United States to the World Trade Organization last month. The United States asserted that in 2011, China spent $1 billion on grants, tax preferences, lowered interest rates and other subsidies to increase exports of auto parts in violation of fair trade rules.

Mr. Romney has been critical of these types of Chinese incentives to bolster exports.

The state-controlled Chinese Academy of Sciences has provided free research and development to Asimco, which exports at least 15 percent of its products, primarily to the United States. The authorities also gave the company land to build the factory that replaced the plants in Grand Haven, Mich.

Asimco's China operations became a point of contention in bankruptcy proceedings that accompanied the closing of the Michigan plants. The bankruptcy trustee said that internal Asimco e-mails showed the company had transferred money to China to qualify for a Chinese tax rebate available only to manufacturers of exported products.

Jack Perkowski, the former longtime chairman of Asimco who now advises Western companies seeking to enter the Chinese market, said Asimco never benefited from export-related subsidies because most of its customers are in China. “I honestly can't think of anything we could have gotten that was tied to the fact we were exporting,” he said.

But the company is striving for more overseas buyers. Last year Zhang Dejiang, the Chinese vice prime minister in charge of transportation, visited an Asimco assembly line and offered encouragement to workers. According to a statement on the company's Web site, Mr. Zhang was particularly impressed that “the company's products can rival their Western counterparts.”



Bain Capital to Buy Apex Tool for $1.6 Billion

The private equity firm Bain Capital agreed on Wednesday to buy the hand and power tools business Apex Tool Group for $1.6 billion.

Apex Tool, which makes brands like Lufkin, Crescent and Belzer, is a joint venture between Danaher Corporation and Cooper Industries. Under the terms of the deal, Danaher said it would earn $650 million from the acquisition.

Apex Tool was created as a joint venture between Danaher and Cooper in 2010. It currently employees more than 8,000 people worldwide and has revenues of approximately $1.5 billion, according to the company website.

Cooper Industries is going through its own ownership change. Eaton Corporation agreed to buy the company for $11.8 billion in May.

The deal is the latest for Bain Capital, which was co-founded by the American presidential candidate Mitt Romney. Earlier this year, Bain agreed to buy a 50 percent stake in of one of Japan's biggest television shopping companies for more than $1 billion.

< p>The acquisition of Apex Tool is expected to close during the first half of next year. Goldman Sachs advised Apex Tool on the deal.



Singapore\'s Fraser & Neave Rejects $1.1 Billion Bid for Hospitality Unit

HONG KONGâ€"Fraser & Neave, the Singapore conglomerate being targeted for a takeover by a Thai billionaire, said Wednesday it received an unsolicited cash offer of 1.4 billion Singapore dollars, or $1.1 billion, for its hospitality and serviced residence business.

The company, which has businesses ranging from soft drinks to shopping malls, said it had rejected the bid for its hospitality unit, which operates serviced apartments in more than 20 Asian and European cities under the names Fraser Suites, Fraser Place and Fraser Residence.

‘‘The board views the hospitality and serviced residence business to be an integral part of the property arm of the company,'' Fraser & Neave said in an announcement to the Singapore stock exchange. The company did not identify the rebuffed bidder, but several media reports said it was Overseas Union Enterprise, a unit of Indonesia's Lippo Group.

Spokespeople for Overseas Union Enterprise and Fraser & Neave did not immed iately return phone calls and e-mails seeking comment.

Fraser & Neave also said Wednesday that, under Singapore securities law, it is blocked from selling substantial assets due to the takeover offer currently on the table. The Thai billionaire Charoen Sirivadhanabhakdi last month bid 8.8 billion Singapore dollars, or $7.2 billion, for the 70 percent of Fraser & Neave that he does not already own.

Shareholders of the Singaporean company face an Oct 29 deadline to vote on that offer. Fraser & Neave's independent directors, who are being advised by JPMorgan, are due to issue their opinion on Mr. Charoen's bid by Thursday.

Fraser & Neave shareholders last month voted to approve the 5.6 billion Singapore dollar, or $4.6 billion, sale of the conglomerate's brewing unit to Heineken. The Dutch company's purchase of Asia Pacific Breweries, maker of Tiger beer, came after a two month battle with Mr. Charoen but won it a larger footprint in lucrative and growing Asi an beer markets across Southeast Asia.