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Zoran Corporation to Acquire Microtune, Inc.
Microtune's Industry-Leading Silicon Tuner Technologies for the Set-Top-Box and DTV Markets Expand Zoran's Product Portfolio to Provide Complete End-to-End Solutions Zoran Corporation (NASDAQ:ZRAN ) today announced that it has entered into a definitive agreement to acquire Microtune®, Inc. (NASDAQ:TUNE ). Under the agreement, Zoran will pay $2.92 in cash for each share of Microtune's common stock, resulting in a transaction price of approximately $166 million, or $84 million net of cash acquired. Both boards of directors have approved the transaction, which is expected to close after Microtune shareholder approval, regulatory clearance and satisfaction of customary conditions specified in the agreement. Zoran expects the acquisition to be accretive immediately following the close of the deal, which is expected to be in the fourth quarter of 2010.
Bristol-Myers Squibb to Acquire ZymoGenetics
* Builds on Long-standing Commitment to Virology * Gains Full Rights to Promising Phase II Hepatitis C Biologic, Pegylated-Interferon Lambda * Obtains FDA-Approved Specialty Surgical Biologic, RECOTHROM® * Attains Early Clinical and Pre-clinical Programs in Oncology and Immunoscience Bristol-Myers Squibb Company (NYSE:BMY - News) and ZymoGenetics, Inc. (NASDAQ: ZGEN - News) announced today that the companies have signed a definitive agreement providing for the acquisition of ZymoGenetics by Bristol-Myers Squibb, for $9.75 per share in cash. The transaction, with an aggregate purchase price of approximately $885 million, or approximately $735 million net of cash acquired, has been unanimously approved by the boards of directors of both companies.
Stillwater Mining Company and Marathon PGM Corp Announce Acquisition Agreement
Stillwater to Acquire Marathon PGM's Platinum Group Assets; Marathon PGM to Spin Out Gold Assets Acquisition of Complementary Assets Solidifies Stillwater's Position as Leading North American PGM Mining Company; Anticipated to Increase Stillwater's Platinum and Palladium Production by Approximately 40% Within Three Years Transaction Expected to Be Immediately Accretive to Stillwater on a Net Asset Value per Share and Reserve per Share Basis; Expected to Be Highly Accretive to Stillwater Cash Flow Within Three Years Stillwater Mining Company (NYSE: SWC) ("Stillwater") and Marathon PGM Corporation (TSX: MAR) ("Marathon PGM") today announced that they have entered into a definitive agreement (the "Agreement") pursuant to which Stillwater, by way of a plan of arrangement, will acquire all of the outstanding shares of Marathon PGM.
Casey's Board Unanimously Recommends Shareholders NOT Tender into Couche-Tard's $38.50 Per Share Offer
Casey’s Receives Preliminary Proposal from Strategic Third Party for Consensual Transaction at $40 Per Share In Cash; While the Board Firmly Believes $40 Per Share Substantially Undervalues Casey’s, It Has Authorized Discussions With the Third Party To Explore Whether a Transaction Can Be Reached That Reflects Casey’s True Value and Is In the Best Interests of Casey’s, Its Shareholders and Other Constituencies Casey’s Reports Majority of Post-Recapitalization Shareholders Did Not Tender into Casey’s Self-Tender Even at $40 Per Share Casey’s Reports Solid First Quarter Fiscal 2011 Results and Signs Commitments to Acquire 52 Stores By End of Calendar Year
Eldorado Confirms Proposal to Andean Resources
Eldorado Gold Corporation (TSX: ELD)(NYSE: EGO)(ASX: EAU) ("Eldorado" the "Company" or "we") today confirmed it has approached the Board of Directors of Andean Resources Limited ("Andean") with a proposal to combine the two companies, thus creating the world's fastest growing and lowest cost gold producer. Andean is a dual listed company (TSX: AND)(ASX: AND) whose main asset is the Cerro Negro Gold Project ("Cerro Negro") in the southern province of Santa Cruz in Argentina. Cerro Negro is an epithermal gold deposit at feasibility study stage that currently contains 2.1 million oz of gold and 20.6 million oz of silver in Probable Reserves.
ProAssurance to Acquire American Physicians Service Group
ProAssurance Corporation (NYSE: PRA) and American Physicians Service Group, Inc. (Nasdaq: AMPH) today announced they have entered into an agreement which calls for ProAssurance to acquire all the outstanding shares of American Physicians Service Group, Inc. (APS) in an all-cash transaction for $32.50 per share. The transaction is expected to close by year-end. "This is an attractive strategic and financial acquisition for ProAssurance," said ProAssurance's Chairman and Chief Executive Officer, W. Stancil Starnes. "APS is the second largest writer of medical professional liability (MPL) insurance in Texas, so we expect this transaction to give ProAssurance a strong market presence in a state that has one of the most stable medical/legal environments in the country. In addition, APS' growth in Oklahoma and Arkansas complements our long-term commitment to those two markets. Financially, we anticipate this transaction will be accretive to our 2011 earnings, before one-time transaction and any restructuring costs."
Kenexa Announces Agreement to Acquire Salary.com
Kenexa Corporation (Nasdaq: KNXA) and Salary.com, Inc. (Nasdaq: SLRY) today announced that they have entered into an agreement for Kenexa’s acquisition of Salary.com in an all cash tender offer and merger for $4.07 per share, or approximately $80 million. Kenexa, a global provider of business solutions for human resources, expects to complete the cash tender offer and close the transaction during the fourth quarter of 2010. The completion of the transaction is subject to a majority of the outstanding Salary.com shares being tendered, as well as satisfactory completion of other customary closing conditions, including certain regulatory approvals. Kenexa expects to finance the deal through a combination of its cash balances and borrowings against its credit facility, which was recently put in place. The agreement has been unanimously approved by the board of directors of both companies, and Salary.com’s board intends to recommend that the Salary.com stockholders tender their shares in the offer.
Fronteer Gold to Acquire AuEx Ventures
Fronteer Gold Inc. ("Fronteer Gold") (TSX: FRG)(NYSE Amex: FRG) and AuEx Ventures, Inc. ("AuEx") (TSX: XAU) announced today they have entered into an arrangement agreement under which Fronteer Gold will acquire 100% of the outstanding common shares of AuEx by way of a plan of arrangement. Under the plan of arrangement, AuEx shareholders will receive 0.645 of a Fronteer Gold share, $0.66 in cash and 0.5 of a share in a new exploration company ("SpinCo") for each AuEx share. Excluding the SpinCo shares, the offer represents a premium of approximately 50.9% based on the volume-weighted average prices of AuEx and Fronteer Gold shares on the Toronto Stock Exchange ("TSX") for the 20 trading days ended on August 26, 2010, resulting in a fully diluted equity value for the transaction of $280.8 million.
3M to Acquire Cogent Inc.
Acquisition Broadens Biometric Security Solutions 3M (NYSE:MMM), and Cogent Inc. (NASDAQ:COGT ) announced today that they have entered into a definitive agreement for 3M’s acquisition of Cogent Inc. for $10.50 per share. The proposed transaction has an aggregate value of approximately $943 million, or approximately $430 million net of cash acquired. Cogent Inc., commonly referred to as Cogent Systems, provides finger, palm, face and iris biometric systems for governments, law enforcement agencies, and commercial enterprises. The agreement provides for a subsidiary of 3M to commence a tender offer to purchase all outstanding shares of Cogent Systems within ten business days.
Ebix to Acquire Atlanta Based, Leading Health Technology Services Company A.D.A.M.
Combined Company will have a Powerful Health Information and Services Exchange for Employers, Benefits Brokers, Hospitals, Healthcare Organizations and Consumers --Ebix Expects the Merger to be Immediately Accretive and Generate 15 cents of Additional Diluted EPS in Year One Ebix, Inc. (NASDAQ: EBIX), a leading international supplier of On-Demand software and E-commerce services to the insurance industry, today announced that it has signed a merger agreement with Atlanta based A.D.A.M., Inc. (NASDAQ: ADAM), a leading provider of health information and benefits technology solutions in the United States. Ebix will acquire A.D.A.M. on a debt-free basis for aggregate merger consideration of $66 million.
PricewaterhouseCoopers LLP to Acquire Diamond Management & Technology Consultants, Inc. for $378 Million
Diamond Stockholders to Receive $12.50 per Share in Cash PricewaterhouseCoopers LLP and Diamond Management & Technology Consultants, Inc. (Nasdaq:DTPI - News), a strategic management consulting firm, today announced that they have entered into a definitive merger agreement whereby PricewaterhouseCoopers LLP will acquire all of the outstanding common shares of Diamond for $12.50 per share in cash. The transaction represents a premium of 31% to Diamond's closing stock price of $9.54 on August 23, 2010, and values Diamond at $378 million. Diamond will join the PwC Advisory practice, which ranks among the largest providers of consulting services globally.
PotashCorp Board of Directors Rejects BHP Billiton's Unsolicited Offer
Deems US$130 Per Share Offer Wholly Inadequate- Urges Shareholders Not to Tender Their Shares Potash Corporation of Saskatchewan Inc. ("PotashCorp") today announced that its Board of Directors, after careful consideration with the assistance of its independent financial and legal advisors, voted unanimously to reject the unsolicited offer by BHP Billiton Development 2 (Canada) Limited, an indirect wholly-owned subsidiary of BHP Billiton Plc (LSE:BLT/JSE:BIL/NYSE:BBL) ("BHP Billiton"), to acquire all of the outstanding shares of PotashCorp for US$130 per share in cash. The Board unanimously recommends that PotashCorp shareholders reject the BHP Billiton offer and not tender their shares.
Intel to Acquire McAfee
--Purchase of all of McAfee's common stock for $48 per share in cash, valuing the deal at approximately $7.68 billion. McAfee will operate as a wholly-owned subsidiary, reporting into Intel's Software and Services Group. --Acquisition enables a combination of security software and hardware from one company to ultimately better protect consumers, corporations and governments as billions of devices - and the server and cloud networks that manage them - go online. --Intel elevates focus on security on par with energy-efficient performance and connectivity. The acquisition augments Intel's mobile wireless strategy, helping to better assure customer and consumer security concerns as these billions of devices connect.
Phoenix Announces Agreement to Be Acquired by Marlin Equity Partners for $3.85 per Share in Cash
Phoenix Technologies Ltd. (Nasdaq:PTEC), the global leader in core systems software (CSS), today announced it has entered into a definitive merger agreement with affiliates of Marlin Equity Partners ("Marlin") under which Marlin will acquire all outstanding shares of Phoenix Technologies Ltd. ("Phoenix") common stock for $3.85 per share in cash (the "Marlin Agreement"), or approximately $139 million in total consideration. The Marlin Agreement was unanimously approved by the Board of Directors of Phoenix. The purchase price represents a premium of approximately 27% over Phoenix's closing share price of $3.02 on August 17, 2010, the last trading day prior to the public announcement of Marlin's proposal to acquire Phoenix for $3.85 per share in cash, and a premium of approximately 25% over Phoenix's average closing share price for the 30 trading days ending on August 17, 2010.
PotashCorp's Board of Directors Rejects BHP Billiton's Unsolicited, Non-Binding Proposal as Grossly Inadequate
Potash Corporation of Saskatchewan Inc. ("PotashCorp") today announced that its Board of Directors has received and unanimously rejected an unsolicited proposal from BHP Billiton Limited (ASX: BHP ; LSE: BLT ; NYSE: BHP ; "BHP Billiton") to enter into a transaction under which BHP Billiton would acquire PotashCorp for US$130 per share in cash. PotashCorp's Board of Directors thoroughly reviewed BHP Billiton's unsolicited proposal with the assistance of its independent financial and legal advisors and concluded that the proposal is grossly inadequate and it is not in the best interests of its shareholders for PotashCorp to enter into discussions with BHP Billiton. "The PotashCorp Board of Directors unanimously believes that the BHP Billiton proposal substantially undervalues PotashCorp and fails to reflect both the value of our premier position in a strategically vital industry and our unparalleled future growth prospects," said PotashCorp Chairman Dallas J. Howe.
Medtronic Signs Agreement to Acquire Osteotech
Medtronic Inc., (NYSE: MDT) and Osteotech, Inc., (Nasdaq: OSTE) today announced that the companies have signed a definitive agreement under which Medtronic will acquire Osteotech for $6.50 per share in cash for each share of Osteotech common stock. The total value of the transaction is expected to be approximately $123 million. Osteotech is a leader in the growing field of biologic products for regenerative healing, and has pioneered several innovative technology platforms including Grafton® demineralized bone matrix, a family of products which has a large and growing body of evidence supporting its best-in-class bone generating capabilities. Osteotech's differentiated portfolio of biologics also includes MagniFuse(TM) Bone Grafts and Plexur® Biocomposites, which are utilized in a broad range of musculoskeletal surgical procedures. In addition, Osteotech is in the midst of seeking U.S. Food & Drug Administration clearance for the first product based upon its first-in-class HCT(TM) (Human Collagen Technology) platform, an engineered human collagen biomaterial.
FLIR Systems Announces Agreement to Acquire ICx Technologies
FLIR Systems, Inc. (NASDAQ:FLIR) announced today that it has entered into a definitive merger agreement pursuant to which it has agreed to acquire ICx Technologies, Inc. (NASDAQ:ICXT) for an aggregate cash purchase price of approximately $274 million. As of June 30th, ICx had a cash balance of approximately $38 million.Under the terms of the merger agreement, a subsidiary of FLIR will commence a cash tender offer to purchase all of the outstanding shares of ICx common stock for $7.55 per share in cash and will acquire any ICx shares not purchased in the tender offer in a second-step merger at the same price per share paid in the tender offer. The tender offer is conditioned on the tender of at least a majority of the outstanding shares of ICx common stock, calculated on a fully diluted basis, and other customary closing conditions. Wexford Capital LP and its affiliates, which together own approximately 62% of the outstanding shares of ICx common stock, have entered into a tender and support agreement whereby they have agreed to tender all of their shares in the tender offer, subject to the ICx Board of Directors' continued recommendation of the transaction. The boards of directors of FLIR and ICx have approved the merger agreement.
Prospect Medical Holdings, Inc. to Be Acquired by Leonard Green & Partners, L.P. and Management for $8.50 Per Share
Prospect Medical Holdings, Inc. (Nasdaq: PZZ) (“Prospect” or the “Company”) announced today that it has entered into a definitive merger agreement to be acquired for $8.50 per share in cash by an entity sponsored by Leonard Green & Partners, L.P. in which certain stockholders of Prospect will also participate. The total transaction value is approximately $363 million, including the assumption of approximately $158 million in Prospect’s net debt. The merger price represents a 38.9% premium over the closing sale price of Prospect shares on August 13, 2010, and a 29.4% premium to the volume weighted-average closing sale price of approximately $6.57 during the 30 trading days prior to that date. The merger is subject to approval by Prospect stockholders holding a majority of Prospect’s outstanding shares, the expiration or termination of the applicable antitrust waiting period, and other customary closing conditions. The merger is not subject to a financing condition.
Trubion Pharmaceuticals Announces Agreement to be Acquired by Emergent BioSolutions
Trubion Pharmaceuticals, Inc. (Nasdaq:TRBN) today announced the signing of a definitive merger agreement with Emergent BioSolutions Inc. (NYSE:EBS ), in which Emergent has agreed to acquire Trubion. Under the terms of the agreement, each share of Trubion common stock will be converted into the right to receive an upfront payment of $1.365 per share in cash and 0.1641 shares of Emergent BioSolutions common stock. The upfront payment represents a value of $4.55 per share, or approximately $96.8 million, based on Trubion's total common shares outstanding, the net value of dilutive stock options, and the trading average of Emergent BioSolutions common stock for the five days prior to the signing of the definitive agreement. Trubion Pharmaceuticals stockholders will also receive one Contingent Value Right (CVR) per share, which will entitle the holder to receive cash payments based upon achievement of the following predefined milestones:
IBM to Acquire Unica Corporation
Accelerates IBM initiatives to help organizations better understand their customers and transform marketing campaign execution IBM (NYSE: IBM) and Unica Corporation (Nasdaq:UNCA - News) today announced they have entered into a definitive agreement for IBM to acquire Unica in a cash transaction at a price of $21 per share, or at a net price of approximately $480 million, after adjusting for cash. A publicly held company in Waltham, Mass., Unica will expand IBM's ability to help organizations analyze and predict customer preferences and develop more targeted marketing campaigns. The acquisition, which is subject to Unica shareholder approval, applicable regulatory clearances and other customary closing conditions, is expected to close in the fourth quarter of 2010. |
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