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PriceWaterhouseCoopers grabs Chicago’s Diamond

Clarification: An earlier version of this story reported that a “disgruntled employee” had posed a question to Diamond management during a conference call. The moderator and a transcript of the call had identified the caller as an employee. The company said he was an investor in the company, not employed by Diamond.

In Chicago’s second big consulting industry transaction this summer, PriceWaterhouseCoopers has agreed to acquire Diamond Management & Technology Consultants Inc. for $378 million.

The deal sent Diamond shares soaring Tuesday as the market reacted to news that investors in the Chicago-based firm will receive $12.50 per share in cash, a 31 percent premium to the company’s Monday close of $9.54 a share.

The companies said Diamond’s more than 600 employees worldwide will be folded into PWC’s advisory practice as the New York-based accounting giant seeks to rebuild a consulting business after selling its former consulting unit to International Business Machines Corp. several years ago.

Diamond, which was founded in 1994 by Andersen Consulting veteran Mel Bergstein, will give PWC a board-level strategic consulting practice with a lucrative client base across a variety of industries.

“There’s a clear strategic fit between PWC’s assets and aspirations and Diamond’s positioning,” said Diamond Chief Executive Adam Gutstein during a conference call with investors.

The deal would hand Diamond management, directors and employees around $113 million for their 30 percent stake in the firm. Bergstein would clear $14.2 million for his 4.1 percent stake. Gutstein, who owns around 2 percent of the outstanding shares, would get about $7 million.

Diamond currently occupies the 30th floor and most of the 28th and 29th floors in the John Hancock Center on Michigan Avenue. What will happen to that office, which is largely administrative, has “yet to be determined,” according to Diamond spokesman David Moon. Gutstein said there is some administrative overlap with PWC, but took pains on the call Tuesday to emphasize that the merger is a “growth play” and will ultimately provide greater opportunity for Diamond employees.

The firm employs about 200 people who live in the Chicago area, Moon said, and has offices in New York, Hartford, CT, Washington D.C., London and Mumbai. Consultants make up 527 of the firm’s total employment of around 643, documents show.

The move highlights the economic pressures consulting firms have been facing in recent years. The deal follows Aon Corp.’s $4.9 billion acquisition of Hewitt Associates in July as those companies sought to bolster their strength in the health benefits consulting. Gutstein said a similar strength-through-consolidation logic informed this deal. PWC will give Diamond more global reach, scale and investment resources, he said.

Investor Steve Salopek, the co-portfolio manager of the ING Small Company Fund, pointed out that while Diamond’s business of providing strategic advice to boards of directors has thrown off considerable free cash flow over the years, its stock price has suffered from the firm’s lack of scale.

Diamond had revenue of $177.2 million in its fiscal year ended in March, a 16 percent increase from the year before and has projected another 25 percent increase this year. But its earnings have tended to be volatile, Salopek said, because the firm is small enough to that fluctuations in client billings can have a big impact quarter to quarter.

In the late 1990s, Diamond’s stock soared to around $100 a share as investors flocked to a firm viewed as an Internet play because of its many assignments advising board on how to meet the digital future. But the stock crashed in the post-bubble period and has never come close to recovering those lofty heights. Salopek said investors have penalized it for erratic profits and during the worst of the economic downturn last year, the stock dipped close to $2 a share.

Indeed, the first question on Diamond’s conference call came from a disgruntled investor who said he bought into his position in the company when the stock was at $80 and accused management of “destroying my investment.” Salopek, however, noted that Diamond’s stock price back then was inflated by the market bubble and never should have been that high.

Diamond has been on an upswing recently. Pretax earnings of $15.8 million in fiscal 2010 compared to $3.7 million in 2009. Operating cash flow sprang to $17.4 million from an adjusted level of $4.8 million the year before. Diamond’s client base shrank to 88 in fiscal 2010 from 99 the year before as the number of new clients dropped to 27 from 43. But revenue per professional inched up to $367,000 from $315,000.

Aon’s acquisition of Hewitt clears waiting period

Insurance broker Aon Corp. said Tuesday a required waiting period under the Hart-Scott-Rodino Antitrust Improvements Act. has expired for its $4.9 billion acquisition of human resources specialist Hewitt Associates Inc. Get the full story »

Brazil’s Vale denies it’s bidding for Potash

Brazilian mining giant Vale Monday denied market talk it is planning a bid for Canada’s Potash Corp., as Potash seeks to fends off a $39 billion takeover offer from Australia’s BHP Billiton.

“The rumors that the company has bid to acquire or is negotiating to buy a fertilizer company (are) totally unfounded,” Vale said in statement. Get the full story »

ShoreBank Pacific acquired

OneCalifornia Bank said it reached a deal to buy ShoreBank Pacific, which is owned by Chicago-based ShoreBank but was not part of Friday’s seizure by the Federal Deposit Insurance Corp.

Potash rejects BHP Billiton’s $38.5 billion offer

Potash Corp. of Saskatchewan Inc. said Monday that its board voted unanimously to reject BHP Billiton’s hostile $38.5 billion takeover offer as it doesn’t reflect the strong growth the company believes it is poised to enjoy.

The Canadian company said it’s in talks with several companies who have approached it or it has initiated contact with.

Hewlett-Packard bids $1.5B for 3Par

Hewlett-Packard Co. is bidding $1.5 billion for data storage provider 3Par Inc., just a week after rival Dell Inc. agreed to acquire the company for $1.13 billion. HP and Dell have been looking to expand beyond personal computers over the past few years in a search for bigger profits.

Potash said it is considering 3rd party bids

Potash Corp. of Saskatchewan Inc. said it has been approached by third parties the past week following BHP Billiton Ltd.’s unsolicited $38.6 billion takeover bid as it formally recommended its shareholders not tender shares in support of BHP’s offer.

The board of world’s largest fertilizer maker by capacity rejected BHP’s approach, made privately, which prompted BHP to take the offer directly to Potash’s shareholders. Get the full story »

BHP takeover could shake up Potash pricing control

BHP Billiton’s entry into the potash industry through a bid for market leader Potash Corp could shake up a cozy system of pricing and production if, as some expect, the newcomer shuns existing arrangements and runs plants at full capacity. Get the full story »

Chinese firms potential suitors for Potash

Potash Corp. searched for a white knight Friday as BHP Billiton formally launched it $39 billion hostile offer for the world’s largest fertilizer firm.

Potash is soliciting alternative bidders willing to pay more than the $130 a share offered by BHP, the world’s largest mining company, a source close to the matter said. Get the full story »

BofA, Lewis deny charges in Merrill Lynch deal

Bank of America Corp. and former Chief Executive Kenneth Lewis denied civil fraud charges brought by New York’s attorney general over the bank’s takeover of Merrill Lynch & Co. amid the 2008 financial crisis.

In court papers filed Wednesday, Lewis said the state’s prosecutor Andrew Cuomo had no basis in his lawsuit to allege a conspiracy to mislead the public and shareholders about Merrill’s deteriorating finances and Bank of America’s desire for government assistance. Get the full story »

Potash to review BHP hostile takeover bid

Canadian fertilizer producer Potash Corp. said Friday its board of directors will review the $38.5 billion hostile takeover bid from BHP Billiton Ltd., shortly after BHP formally launched its offer.

Potash Corp., the world’s largest fertilizer producer, advised shareholders not to take any action on the Australian mining giant’s bid until its review process is complete. Get the full story »

Potash deal would mean huge payoff for Chicagoan

Potash Corp. moved Thursday to find a buyer willing to top BHP Billiton’s $39 billion hostile offer for the world’s largest fertilizer company as shareholders balked at a bid they consider too light to support.

If a deal goes through, it would mean an extraordinary payday for Potash Chief Executive Bill Doyle, who lives in Winnetka and runs the company out of offices in Northbrook. Get the full story »

Deal expands MasterCard’s online presence in Europe

MasterCard Inc. will buy U.K. payment services company DataCash Group Plc for $520 million in cash to expand its online commerce business and take market share abroad.

The world’s second-largest credit and debit card payment processing network said it is paying  a 54 percent premium to DataCash’s Wednesday closing price. DataCash’s shares rose to a 10-year high. Get the full story »

BHP Potash bid likely to pass regulatory muster

Marius Kloppers, chief executive of BHP Billiton, says his company brings four decades of know-how to the table in asking Canadian regulators to approve its proposed takeover of Potash Corp of Saskatchewan. Lawyers say BHP, the world’s largest miner, may need its experience to ease concerns about another foreign takeover of a marquee Canadian resource company. Get the full story »

Intel agrees to buy McAfee for $7.68B

Chip maker Intel says it has agreed to buy computer-security software maker McAfee Inc. for $7.68 billion, or $48 per share. Intel Corp., which is based in Santa Clara, Calif., said the deal highlights “that security is now a fundamental component of online computing.” Get the full story »