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Bloomberg's pending acquisition of the Bureau of National Affairs began with the decision of officers to shop the company last spring. BNA entered nondisclosure agreements with six organizations and in the end Bloomberg was competing with two other bidders, one offering a slightly higher price per share, according to documents filed with the SEC. Bloomberg won because it did not have the potential anti-trust issues the other finalists faced.
The names of other bidders, including the final two competitors, were not given the SEC documents. However, BNA's legal counsel said the other two bidders would likely require anti-trust clearance; a process the advisors believed would take several months.
As bids rose, one company offered $38.50 a share, and the second, $40 a share. Bloomberg's winning offer was $39.50 per share. However, the high bidder "did not accept the proposed terms of the merger agreement relating to the standards required with respect to obtaining antitrust approval, which required the purchaser to bear the antitrust risk associated with the transaction." Trying to overcome the objections, the high bidder "proposed mitigating the Company's exposure to antitrust risk by including a 6 percent reverse termination fee." Because it has been an employee-owned company the number of shareholders require BNA to report its results. However, it faced different merger and acquisition issues since it is not publicly traded. The BNA board noted "the Company's stockholders, when selling stock, are required to first tender it to the Company at prices determined semi-annually by the Company Board."
During the bidding process, BNA disclosed that it expected revenue of $346.4 million for fiscal 2012, up from $336.6 million for 2011. It projected EBITDA for the current year at $74.6 million, compared to $71.6 million for fiscal 2011. For 2010, BNA reported $331 million in revenue, operating profit of $46.6 million and net income of $27.6 million.
Bob Scott has provided information to the tax and accounting community since 1991, first as technology editor of Accounting Today, and from 1997 through 2009 as editor of its sister publication, Accounting Technology. He is known throughout the industry for his depth of knowledge and for his high journalistic standards. Scott has made frequent appearances as a speaker, moderator and panelist and events serving tax and accounting professionals. He has a strong background in computer journalism as an editor with two former trade publications, Computer+Software News and MIS Week and spent several years with weekly and daily newspapers in Morris County New Jersey prior to that. A graduate of Indiana University with a degree in journalism, Bob is a native of Madison, Ind
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Bloomberg's pending acquisition of the 
