rue21 Enters Into Definitive Agreement to be Acquired by Funds Advised by Apax Partners for $42.00 Per Share in Cash
Represents 42% Premium to 90-Day Volume Weighted Average Price Independent Special Committee to Conduct "Go-Shop" Process Company Expects to Report First Quarter 2013 Diluted EPS of $0.44 per Share
rue21, inc. (RUE), a leading specialty apparel retailer of girls and guys apparel and accessories, and Apax Partners, a global private equity firm, today announced a definitive agreement under which funds advised by Apax Partners will acquire all outstanding shares of rue21 for $42.00 per share in cash. The transaction is valued at approximately $1.1 billion. The transaction price represents a premium of approximately 23% to yesterday's closing share price and approximately 42% to the 90-day volume weighted average price (VWAP).
Proposed Offer for Afferro Mining Inc.
The boards of Afferro Mining Inc. ("Afferro") and International Mining & Infrastructure Corporation plc ("IMIC") are pleased to announce that they have agreed terms in-principle, for the proposed acquisition of Afferro by IMIC, which Afferro's Board intends to recommend to its shareholders, subject to the completion of relevant documentation including satisfactory final financing arrangements, and the receipt of a fairness opinion from its financial adviser as to its terms of the proposed offer.
Under the agreed terms, IMIC will offer for each share of Afferro:80p in cash, plus a 2-year convertible loan note of with principal value of 40p.
Goodman Networks to Acquire Multiband
Goodman Networks Incorporated, a privately held leader in the design, engineering, deployment, integration and maintenance of wireless telecommunication networks, and Multiband Corporation, (MBND), a leading Home Service Provider (HSP) for DIRECTV and the nation's largest DIRECTV Master System Operator (MSO) for Multiple Dwelling Units (MDUs), today jointly announced that they have signed a definitive merger agreement, pursuant to which Goodman Networks will acquire Multiband.
Under the terms of the agreement, Goodman Networks will pay $3.25 per Multiband common share, redeem all of Multiband's outstanding preferred stock and repay Multiband's outstanding bank indebtedness in an all cash transaction totaling approximately $116 million.
Genesys to Acquire Leading Cloud-Based Customer Engagement Solution Provider SoundBite Communications
Genesys Extends Cloud Contact Center Leadership Position With Addition of Proactive Collections and Payments, Mobile Marketing Applications, and Customer Service Solutions
Genesys, a leading provider of customer engagement and contact center solutions, today announced it signed a definitive agreement to acquire SoundBite Communications (SDBT) for a price of $5.00 per share. SoundBite delivers cloud-based proactive collections, payments, and mobile marketing applications, as well as proactive customer service solutions to enterprises.
The transaction, which has been unanimously approved by the Boards of Directors of SoundBite and also by Genesys, will be accomplished pursuant to a cash tender offer followed by a second step merger.
Yahoo! to Acquire Tumblr
Promises not to screw it up
Yahoo! Inc. (NASDAQ: YHOO) and Tumblr announced today that they have reached a definitive agreement for Yahoo! to acquire Tumblr.
Per the agreement and our promise not to screw it up, Tumblr will be independently operated as a separate business. David Karp will remain CEO. The product, service and brand will continue to be defined and developed separately with the same Tumblr irreverence, wit, and commitment to empower creators.
With more than 300 million monthly unique visitors and 120,000 signups every day, Tumblr is one of the fastest-growing media networks in the world. Tumblr sees 900 posts per second (!) and 24 billion minutes spent on site each month. On mobile, more than half of Tumblr’s users are using the mobile app and do an average of 7 sessions per day.
Websense Signs Definitive Agreement to be Acquired by Vista Equity Partners
Shareholders to receive $24.75 per share in cash in transaction valued at approximately $1 billion
Websense, Inc. (NASDAQ: WBSN) a global leader in protecting organizations from the latest cyber-attacks and data theft, today announced that it has entered into a definitive agreement to be acquired by Vista Equity Partners ("Vista"), a leading private equity firm focused on investments in software, data and technology-enabled businesses.
"After detailed discussions with several potential acquirers, the Websense board of directors is pleased to approve this agreement," said John Carrington, chairman of the Websense board of directors. "It provides stockholders with immediate and substantial cash value that reflects our assessment of the fair value of the company."
Pactera Announces Receipt of "Going Private" Proposal at US$7.50 Per ADS
Pactera Technology International Ltd. (PACT) ("Pactera" or the "Company"), a global consulting and technology services provider strategically headquartered in China, today announced that its board of directors has received a non-binding proposal letter dated May 20, 2013 from an affiliate of funds managed or advised by Blackstone, the Company's non-executive Chairman, Chris Chen, its Chief Executive Officer, Tiak Koon Loh, and its Executive Committee members, David Chen, Sidney Huang and Jun Su (collectively, the "Buyer Consortium") to acquire all of the outstanding shares of Pactera not currently owned by the Buyer Consortium in a going private transaction (the "Transaction") for US$7.50 per American Depositary Share ("ADS", each ADS representing one common share of the Company) in cash, subject to certain conditions.
Meade Instruments Corp. Announces Merger Agreement; to be Acquired by Jinghua Optics & Electronics
Meade Instruments Corp. (Nasdaq:MEAD) ("Meade"), (est. 1972) one of the world's largest designers and manufacturers of telescopes and accessories for amateur astronomers, and Jinghua Optics & Electronics Co., Ltd. ("JOC") announced today that Meade and JOC's wholly-owned subsidiary, JOC North America LLC ("JOCNA") and JOCNA's wholly-owned merger subsidiary, have signed a definitive merger agreement for JOCNA to acquire all of the outstanding shares of Meade for approximately $4.5 million or $3.45 per share. The acquisition will be paid with cash and is expected to be completed by the end of July 2013, subject to shareholder approval.
JOC (est. 1997) with manufacturing facilities in Guangzhou and Kunming, China, is also the parent company of Explore Scientific, LLC (USA) and Meade Instruments Europe GmbH & Co. KG (Germany).
Overhill Farms Signs Definitive Agreement to Be Acquired by Bellisio Foods
Overhill Farms, Inc. (NYSE MKT: OFI) and Bellisio Foods, Inc. today announced that they have entered into a definitive merger agreement for Bellisio Foods to acquire Overhill Farms in a merger transaction valued at approximately $80.9 million.
Under the terms of the agreement, Overhill Farms shareholders will receive $5.00 in cash for each share of Overhill Farms common stock they own. The transaction represents a 26% premium over the closing price of Overhill Farms common stock on August 13, 2012, prior to the Company's announcement that it was reviewing strategic alternatives, and a 25% premium over the average of the closing price of the common stock during the 60 calendar days ended May 13, 2013, the last day prior to entering into the merger agreement.
Independent Bank Corp. and Mayflower Bancorp, Inc. Sign Definitive Merger Agreement for Acquisition of Mayflower Bancorp, Inc.
Independent Bank Corp. (INDB), parent of Rockland Trust Company, and Mayflower Bancorp, Inc. (MFLR), parent of Mayflower Bank, have signed a definitive agreement for Independent to acquire Mayflower and Rockland Trust to acquire Mayflower Bank.
Mayflower Bank was founded in 1889 and currently has 8 Plymouth County bank branches, approximately $236 million in deposits, and approximately $141 million in loans.
“We are pleased to welcome Mayflower Bank customers and colleagues to Rockland Trust,” said Christopher Oddleifson, the Chief Executive Officer of Independent.
Insignia Energy Ltd. Announces Receipt of Proposal for Going Private Transaction
Insignia Energy Ltd. ("Insignia" or the "Company") (ISN.TO) today announced that the independent members of the board of directors of the Company have received a proposal (the "Proposal") from Brookfield Capital Partners Ltd. ("Brookfield") to privatize Insignia. Under the Proposal, all shareholders of Insignia, other than those participating in the Proposal, would receive $1.35 cash for each of their common shares of Insignia ("Common Shares"). The proposed offer price translates into a premium of 95% based on the weighted average trading price of the Common Shares on the Toronto Stock Exchange ("TSX") for the previous twenty (20) trading dates ended May 3, 2013.
Bayer HealthCare to Acquire Conceptus(R)
Conceptus, Inc. (Nasdaq:CPTS), developer of the Essure® procedure, the leading surgery-free permanent birth control method, announced today that Conceptus has signed a definitive merger agreement with Bayer HealthCare LLC, Leverkusen, Germany.
With this acquisition, Bayer will be able to offer a complete range of short-term, long-term and permanent contraceptive choices for women. Within the next ten business days, Bayer will launch a public tender offer to acquire all shares of common stock of Conceptus, Inc. The transaction values Conceptus, Inc. at approx. US$1.1 billion (approx. €852 million) representing US$31.00 per share in cash. Closing is subject to customary conditions, in particular anti-trust approval in the U.S., and is expected by mid-year 2013.
Telular Corporation to be Acquired by Avista Capital Partners
Telular Shareholders to Receive $12.61 Per Share in Cash; Transaction Valued at $253 Million, Including Net Debt
Telular Corporation (WRLS) ("Telular") and Avista Capital Partners ("Avista") today jointly announced that they have entered into a definitive agreement providing for the acquisition of Telular for $12.61 per share net in cash and approximately $18.5 million in assumed net debt, or approximately $253 million in total consideration. The purchase price represents a 31% premium to the closing share price on April 26, 2013, the last full trading day before today's announcement, and a 27% premium to the 60-day average share price. The proposed acquisition has fully committed financing and is currently expected to close within 50-75 days.
Winstar Resources Ltd reaches an agreement for sale of the company to Kulczyk Oil Ventures Inc
Winstar Resources Ltd ("Winstar" or the "Company") (TSX:WIX.TO ) announces today that it has entered into an Arrangement Agreement (the "Agreement") whereby Kulczyk Oil Ventures Inc. ("KOV" or the "Purchaser") will acquire all of the issued and outstanding common shares of Winstar (the "Transaction").
Under the terms of the Agreement, each Winstar shareholder will receive, for each Winstar share, at the shareholder's election: i) C$2.50 in cash (the "Cash Consideration"); or ii) 7.555 KOV ordinary shares (the "Share Consideration"), subject to a maximum of C$35 million in cash being paid to Winstar shareholders in aggregate.
OPKO Health To Acquire PROLOR Biotech
—Acquisition Adds Promising Late Stage Product hGH-CTP Targeting Growth Hormone Deficiency and Preclinical Products Targeting Hemophilia, Obesity & Diabetes— —Complementary Drug Development Technologies Strengthen OPKO's Innovation Leadership— —PROLOR to Host Conference Call at 8:30 A.M. EDT Thursday, April 25 to Discuss Transaction—
OPKO Health, Inc. (OPK) and PROLOR Biotech, Inc. (NYSE MKT: PBTH) today announced that the companies have signed a definitive merger agreement under which OPKO will acquire PROLOR, a biopharmaceutical company focused on developing and commercializing longer-acting proprietary versions of already approved therapeutic proteins, in an all-stock transaction.
Birch Hill Equity Partners Enters into an Agreement to Take Private Softchoice Corporation for $20.00 per Common Share
Softchoice Board recommends that Shareholders support the Transaction
Softchoice Corporation (TSX:SO.TO - News), a leading North American provider of IT Solutions and Services, announced today that it has entered into an arrangement agreement (the "Arrangement") under which certain funds managed by Birch Hill Equity Partners will indirectly acquire all of the issued and outstanding common shares of Softchoice for cash at a price of $20.00 per share (the "Transaction"), representing total equity value, on a fully diluted basis, of approximately $412 million.
MEMSIC to be Acquired by IDG-Accel China Capital II, L.P. and Affiliates
MEMSIC, Inc. (MEMS), a leading MEMS solution provider, today announced that it has agreed to be acquired by IDG-Accel China Capital II, L.P. and its affiliates MZ Investment Holdings Limited and MZ Investment Holdings Merger Sub Limited (collectively, “IDG”), for $4.225 per share in cash. Affiliates of IDG currently hold approximately 19.5% of the company’s outstanding common stock. IDG and its affiliates will acquire all the outstanding shares of common stock of MEMSIC that are not currently owned by them, including shares underlying outstanding in-the-money equity awards, for approximately $88.5 million.
ABB to Acquire Power-One to Become a Global Leader in Solar Photovoltaic (PV) Inverters The boards of ABB and Power-One have agreed to a transaction in which ABB will acquire Power-One at $6.35 per share or approximately $1 billion equity value, which includes Power-One's net cash of $266 million Combination creates global leader in the most attractive and "intelligent" part of the PV value chain Deal gives Power-One access to ABB's substantial R&D, global service and sales capabilities and complements ABB's growing inverter business and leadership in power electronics Right time: Solar PV industry is set for 10 percent-plus annual growth as PV-generated power rapidly approaches grid parity in many countries and will change the energy mix in the long term Management continuity ensured Integration with proven approach into the Discrete Automation and Motion division Transaction expected to close in 2H 2013, subject to shareholder and regulatory approvals
ABB (ABB), the leading power and automation technology group, and Power-One, Inc. (PWER), a leading provider of renewable energy and of energy-efficient power conversion and power management solutions, today announced that their boards of directors have agreed to a transaction in which ABB will acquire Power-One for $6.35 per share in cash or $1,028 million equity value.
NFP to be Acquired by Madison Dearborn Partners for $25.35 per Share in Cash
Equity Value of Transaction is Approximately $1.3 Billion Substantial Value for Shareholders; A Strong Financial Partner to Support NFP's Evolution and Growth
National Financial Partners Corp. (NFP), a leading provider of benefits, insurance and wealth management services, today announced that it has entered into a definitive agreement with Madison Dearborn Partners, LLC, a private equity investment firm, under which a controlled affiliate of Madison Dearborn will acquire NFP.
DISH Network Proposes Merger with Sprint Nextel Corporation for $25.5 Billion
U.S. technology leader with track record of disrupting entrenched incumbents presents superior alternative to pending SoftBank proposal – DISH offers more cash and a greater ownership stake Sprint shareholders would receive $7.00 per share, consisting of $4.76 in cash and stock representing approximately 32% in a company with a significantly enhanced strategic position Creates an industry-leading spectrum portfolio and the only company that can offer customers a fully-integrated, nationwide bundle of in- and out-of-home video, broadband and voice services Delivers substantial synergies and growth opportunities estimated at $37 billion in net present value, including an estimated $11 billion in cost savings