Caribou Enters into Merger Agreement to be Acquired by Joh. A. Benckiser for $16.00 Per Share in Cash
Transaction Valued at Approximately $340 Million
Caribou Coffee Company, Inc. (CBOU), the second-largest company-owned premium coffeehouse operator in the United States based on the number of coffeehouses, and the Joh. A. Benckiser Group (JAB) announced a definitive merger agreement under which an affiliate of JAB will acquire Caribou for $16.00 per share in cash, or a total of approximately $340 million. The agreement, which has been unanimously approved by Caribou’s independent directors, represents a premium of approximately 30 percent over Caribou’s closing stock price on December 14, 2012, the last trading day prior to the announcement of the transaction.
First Majestic Announces Friendly Acquisition of Orko Silver
First Majestic Silver Corp. ("First Majestic") (TSX:FR)(NYSE:AG)(FRANKFURT:FMV) and Orko Silver Corp. ("Orko") (TSX VENTURE:OK)(PINKSHEETS:OKOFF)(FRANKFURT:OG3) are pleased to announce that the companies have entered into a definitive agreement (the "Arrangement Agreement") pursuant to which First Majestic has agreed to acquire all of the issued and outstanding common shares of Orko for consideration of 0.1202 of a common share of First Majestic (the "Exchange Ratio") plus $0.0001 in cash per Orko common share. The offer implies a value of C$2.72 per Orko share based on the closing prices of both First Majestic and Orko's common shares on the Toronto Stock Exchange ("TSX") and TSX Venture Exchange, respectively, on December 14, 2012. The offer represents a premium of approximately 69% to Orko's 30-day volume-weighted average price ("VWAP") for the period ending December 14, 2012. The transaction will be implemented by way of a plan of arrangement (the "Arrangement") under the Business Corporations Act (British Columbia).
Gilead Sciences to Acquire YM Biosciences
- Adds Selective JAK Inhibitor to Growing Oncology and Inflammation Pipeline -
Gilead Sciences, Inc. (Nasdaq:GILD - News) and YM BioSciences Inc. (NYSE MKT: YMI, TSX: YM) announced today that the companies have signed a definitive agreement under which Gilead will acquire YM for U.S.$2.95 per share in cash. The transaction has received the unanimous approval of YM's Board of Directors, and values YM at approximately U.S.$510 million, with YM reporting C$125.5 million in cash and cash equivalents as of September 30, 2012. Gilead plans to fund the acquisition with cash on hand. The transaction is expected to close in the first quarter of 2013.
Pernix Therapeutics Announces Agreement to Acquire Somaxon Pharmaceuticals, Inc.
Somaxon Shareholders to Receive $25 Million in Pernix Common Stock Pernix Management to Host a Conference Call Today at 9:00 a.m. EST
Pernix Therapeutics Holdings, Inc. ("Pernix") (NYSE MKT:PTX) and Somaxon Pharmaceuticals, Inc. ("Somaxon") (SOMX) today announced that they have entered into a definitive merger agreement for Pernix to acquire Somaxon in a stock-for-stock transaction with a total equity value of $25 million.
Under the terms of the agreement, which has been unanimously approved by the boards of directors of both companies, Somaxon stockholders will receive aggregate consideration equal to $25 million in Pernix common stock.
Talison Lithium Recommends Tianqi Proposal
Talison Lithium Limited ("Talison" or the "Company") (TLH.TO) announces that it has today concluded its discussions with Windfield Holdings Pty Ltd, an Australian incorporated wholly-owned subsidiary of Chengdu Tianqi Industry (Group) Co., Ltd (together "Tianqi") and reached agreement under which it is proposed that Tianqi will acquire the balance of the ordinary shares that it does not already own and options in Talison by way of schemes of arrangement for a cash consideration of C$7.50(1) ("Tianqi Schemes").
TD to acquire Epoch Investment Partners Complements TD Asset Management's existing capabilities Immediately and significantly advances organic growth strategy for TD's North American Wealth business
TD (TD) (TSX and NYSE: TD) and Epoch Holding Corporation (NASDAQ:EPHC ) including its subsidiary Epoch Investment Partners, Inc. today announced that they have signed a definitive agreement under which Epoch will be acquired by TD Bank Group for approximately US$668 million, in an all-cash transaction. Epoch Holding Corporation shareholders will receive US$28.00 in cash per share, representing a premium of approximately 28 per cent to Epoch's closing price on December 5, 2012.
PMI and Keegan to Merge as Equals to Form Asanko Gold
Merger to Create Leading West African Gold Development Company
PMI Gold Corporation ("PMI") (PMV.TO)(PN3N.F)(PVM.AX)and Keegan Resources Inc. ("Keegan") (KGN.TO)(NYSE MKT:KGN) are pleased to announce that today they have entered into a definitive arrangement agreement to combine their respective businesses (the "Merger") and to create a leading West African gold development company. A joint conference call hosted by Peter Breese and Collin Ellison will be held at 4:30 pm (EST) and 1:30 pm (PST) today (8:30 am Thursday in Sydney) to discuss this transaction. Call-in details are provided at the end of this release.
BioCryst Pharmaceuticals and Presidio Pharmaceuticals Mutually Terminate Merger Transaction
BioCryst Pharmaceuticals, Inc. (BCRX) and privately held Presidio Pharmaceuticals, Inc. today announced the mutual termination of the Merger Agreement and the related Investor Financing Agreement entered into on October 17, 2012. Although the original rationale for the merger had merit, the parties determined that terminating the merger was in the best interest of both companies and their respective shareholders at this time.
The termination of the transaction has been approved by the Boards of both companies. In association with the termination, both parties will release each other from all obligations with respect to the proposed transaction. Each company will bear its own legal and transaction fees.
Knight Capital Group Confirms Receipt Of Proposal From Getco
Knight Capital Group, Inc. (NYSE Euronext: KCG) today confirmed that it is in receipt of a proposal letter from Getco.
As a matter of policy, Knight does not comment on interactions with shareholders or shareholder activities including filings.
Inmet Declines Proposal from First Quantum
Inmet Mining Corporation (TSX:IMN) announced today that on November 25, 2012, it received an unsolicited non-binding, highly conditional proposal from First Quantum Minerals Ltd. for First Quantum to acquire by way of plan of arrangement all of the shares of Inmet. The proposal contemplates consideration of C$70.00 per Inmet share, subject to a maximum aggregate cash consideration of C$2.461 billion and a maximum number of First Quantum shares to be issued of approximately 112.679 million, resulting in an overall consideration mix of 50 percent cash and 50 percent First Quantum shares. After reviewing the proposal with its financial and legal advisors, Inmet's Board of Directors has today notified First Quantum that it has declined to pursue the proposal as it is not in the best interests of Inmet shareholders.
Pinecrest Energy Inc. to Combine with Spartan Oil Corp. to create a Sustainable Light Oil Dividend and Growth Company
Pinecrest Energy Inc. (TSX-V: PRY) ("Pinecrest") and Spartan Oil Corp. ("Spartan") (TSX: STO) are pleased to announce that they have entered into an arrangement agreement (the "Arrangement Agreement") providing for the combination of Pinecrest and Spartan (collectively, the "Combined Company") to form a premier light oil weighted entity that will provide shareholders with a sustainable model of income and production growth. The Combined Company will have an enterprise value approaching $1 billion and an attractive suite of high netback light oil projects.
MEMSIC Announces Receipt of Unsolicited Non-Binding Proposal
MEMSIC, Inc. (MEMS), a leading MEMS solution provider, today announced that its Board of Directors has received an unsolicited, non-binding proposal from IDG-Accel China Growth Fund II L.P., for itself and on behalf of its affiliated funds and certain nominees (collectively, "IDG"), to acquire all outstanding shares of common stock of MEMSIC not currently owned by IDG or its affiliates for cash in the amount of $4.00 per share.
In response to the proposal, the Company's Board of Directors has established a Special Committee of the Board comprised of its three independent directors.
Torquay Oil Corp. Enters Into Arrangement Agreement for Sale of the Company for Cash Consideration of $21 Million
THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
TORQUAY OIL CORP. (TSX VENTURE:TOC.A)(TSX VENTURE:TOC.B) ("Torquay" or the "Company") is pleased to announce that it has entered into an arrangement agreement (the "Arrangement Agreement") with a private oil and gas company ("the Purchaser"). Under the terms of the Arrangement Agreement, the Purchaser will acquire all of the issued and outstanding Class A Shares and Class B Shares of Torquay for cash consideration of $0.16 per Class A Share and $1.60 per Class B Share, respectively, pursuant to a plan of arrangement under the Business Corporations Act (Alberta) (the "Arrangement").
Pacific Rubiales Agrees to Acquire C&C Energia and Create a New Exploration Company
Pacific Rubiales Energy Corp. (TSX: PRE; BVC: PREC; BOVESPA: PREB) is pleased to announce it has entered into an arrangement agreement with C&C Energia Ltd. (TSX:CZE.TO - News) whereby Pacific Rubiales will acquire all of the common shares of C&C Energia (the "Arrangement Agreement").
Pursuant to the Arrangement Agreement, on closing of the acquisition each common share of C&C Energia will be exchanged for 0.3528 common shares of Pacific Rubiales and one common share of a new exploration company ("Newco"). The offer values C&C Energia at approximately Cdn.$7.81 per share, representing a premium of approximately 21% to the 20-day volume-weighted price on the Toronto Stock Exchange of C&C Energia as at November 16, 2012.
Wright Medical Group, Inc. and BioMimetic Therapeutics, Inc. Enter into Agreement to Combine Businesses
Transaction Will Add Breakthrough Biologics Platform and Pipeline to Further Accelerate Growth Opportunities in Wright’s Extremities Business Upfront Purchase Price Payment of $190 Million in Cash and Stock Plus Contingent Payments of up to $190 Million
Wright Medical Group, Inc. (WMGI) and BioMimetic Therapeutics, Inc. (BMTI) announced today that they have entered into a definitive agreement for a business combination of Wright and BioMimetic, both publicly traded, Tennessee-based companies.
Finavera Wind Energy Receives Initial Offers
Finavera Wind Energy Inc. ('Finavera Wind Energy', 'Finavera' or the 'Company') (TSX-V:FVR.V ) is pleased to provide an update on an intended corporate transaction which is currently the subject of advanced negotiations with four prospective companies. Finavera anticipates the selection of a lead offer and the subsequent announcement of a binding deal in short order.
Finavera Wind Energy has received initial offers from four companies in relation to a corporate transaction ranging from a complete offer for the outstanding share capital of the Company to a corporate partnership that allows the Company to advance its projects to construction and operation. The offers are the subject of ongoing negotiations.
Osisko Announces Friendly Acquisition of Queenston
Osisko Mining Corporation ("Osisko") (OSK.TO)(EWX.F) and Queenston Mining Inc. ("Queenston") (QMI.TO)(QNMNF) are pleased to announce that they have entered into a definitive agreement (the "Agreement") pursuant to which Osisko will acquire, by way of a court-approved plan of arrangement, all of the issued and outstanding common shares of Queenston. Queenston is a Canadian mineral exploration and development company with a primary focus on its holdings in the historic Kirkland Lake gold camp comprising 230km2 of prime exploration lands on trend with Osisko''s flagship Canadian Malartic mine.
Leon's to acquire The Brick
Leon's Furniture Limited (TSX:LNF.TO - News) and The Brick Ltd. (TSX:BRK.TO - News) are pleased to announce that they have entered into a definitive agreement (the "Arrangement Agreement") that provides for the acquisition of The Brick by Leon's by way of plan of arrangement (the "Arrangement") for $5.40 per share (the "Share Consideration"). Leon's will also acquire all of the outstanding common share purchase warrants of The Brick for $4.40 per warrant. The total consideration payable to Brick shareholders and warrantholders is approximately $700 million.
The Share Consideration represents a premium of approximately 62% to the 20-day volume weighted average price of The Brick's common shares on the TSX as of November 9, 2012. The warrants, which have an exercise price of $1.00 and expire on May 27, 2014, had a closing price on the TSX of $2.36 on November 9, 2012. The closing price of the Brick shares on the TSX on November 9, 2012 was $3.50.
KAYAK Reports Record Results and Agrees to Acquisition by Priceline.com Incorporated KAYAK Software Corporation (Nasdaq:KYAK) today announced financial results for the third quarter ended September 30, 2012. The company also announced that it signed a definitive agreement to be acquired by priceline.com Incorporated (Nasdaq:PCLN) for $40 per share in cash and stock.
Priceline Group Acquisition of KAYAK
"Paul English and I started KAYAK eight years ago to create the best place to plan and book travel," said Steve Hafner, KAYAK Chief Executive Officer and Cofounder. "We're excited to join the world's premier online travel company. The Priceline Group's global reach and expertise will accelerate our growth and help us further develop as a company."
Sun Pharma to Acquire DUSA Pharmaceuticals, Inc. Sun Pharmaceutical Industries Limited ((Reuters: SUN.BO, Bloomberg: SUNP IN, NSE: SUNPHARMA, BSE: 524715)) (together with its subsidiaries, Sun Pharma) and DUSA Pharmaceuticals, Inc. (Nasdaq:DUSA) today announced that they have entered into a definitive agreement under which Sun Pharma will acquire DUSA, a dermatology company focused on developing and marketing its Levulan® (aminolevulinic acid HCl) photodynamic therapy platform.
DUSA's Levulan combination therapy is approved by FDA for treatment of non-hyperkeratotic actinic keratoses or AKs of the face or scalp. Additionally, DUSA's BLU-U® treatment has been approved by FDA for the treatment of moderate inflammatory acne vulgaris and general dermatological conditions. Levulan is manufactured by DUSA in its FDA approved facility at Wilmington, MA.