J.P. Morgan Chase Deal Being Investigated by SEC

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Add a corporate takeover by J.P. Morgan Chase to mounting investigations by the Securities and Exchange Commission into possible illegal insider trading in mergers and acquisitions.


The SEC, I’ve learned, has just begun an investigation into the banking giant’s recently announced deal to buy Vastera, Inc., a relatively small company, 20% owned by Ford, that offers software and services designed to help corporate clients manage their global trading operations.


As M&A deals are concerned, this one is a pee-wee. Officially disclosed January 7, it calls for the banking biggie to acquire Vastera for $129 million, or $3 a share.


What appears to have caught the eye of regulators was a nearly 45% run-up in Vastera’s shares in December from about $1.90 to $2.75 on a sharp increase in trading volume. The stock later sold off and closed at $2 on January 6, which meant J. P. Morgan Chase paid a 50% premium to pull off the deal.


Vastera is to be combined with the logistics and trade services businesses of J.P. Morgan Chase’s Treasury services unit. Ford accounts for more than 30% of its $85.2 million in annual revenues.


Last Wednesday, the SEC sent out inquiries to the brokerage community, seeking the names of customers both here and abroad who traded in Vastera’s shares. The agency’s chief focus is on early December trading in the stock.


Asked about the investigation, which is being handled out of the agency’s Washington office by enforcement attorney Matthew Skidmore, the commission, as per its policy, declined comment. However, a Nasdaq contact confirmed the SEC investigation, which, he noted, had just gotten under way.


It could not be determined when the two companies began their talks or whether the SEC has contacted J.P. Morgan Chase and Vastera directly. The bank declined comment and Vastera didn’t respond to calls seeking comment.


A couple of Wall Street sources tell me rumors of the Vastera deal had been coming out of Credit Suisse First Boston before it was officially announced. It’s unclear whether any CSFB clients traded in the stock shortly prior to the announcement or if the SEC has contacted the firm. CSFB did not respond to several calls seeking comment.


Meanwhile, the SEC’s investigation into possible illegal insider trading in the Vastera acquisition comes on the heels of stepped-up regulatory probes into last year’s M&A transactions. On January 10, I reported regulators from several exchanges, including the Big Board, were conducting investigations into run-ups in the shares of at least eight companies involved in 2004 M&A deals prior to the official disclosure of these transactions.


Included was Johnson & Johnson’s $25.4 billion, or $76-a-share, buyout of medical device maker Guidant Corp. The SEC, I’m told, made inquiries to at least two hedge funds, inquiring about the basis of their purchases of Guidant, whose shares rose from just under $50 to $72.65, or 44%, before the deal was officially announced.


Wall Street scuttlebutt also has it there was some hanky-panky by a hedge fund in Friday’s announced $57 billion acquisition of Gillette by Procter & Gamble, but I could not confirm such talk.


***


Six in a row: It’s a pretty foregone conclusion a sixth consecutive hike in interest rates will be initiated at the Federal Open Market Committee meeting being held tomorrow and Wednesday. The Federal Funds rate, currently 2.25%, is widely expected to be raised to 2.5%. Though fourth-quarter GDP growth came in at a less than expected 3.1% (versus anticipated growth of 3.5% to 4%), the economy is displaying more vigor, and some Fed officials are said to be increasingly worried about modestly rising inflationary pressures, especially as they relate to higher energy and medical care costs and steady gains in housing outlays. Economists say the real question is whether the Fed will signal any changes in the pace of rate increases in the months ahead. Unanimously, they think not. Most expect the Fed to continue to move in baby steps throughout the first half. In brief, nothing to get alarmed about on the rate front.


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