Covidien Announces Definitive Agreement to Acquire Given Imaging
Advances Covidien strategy to more comprehensively address key specialties and procedures globally Adds Given Imaging’s broad suite of minimally invasive gastrointestinal diagnostic and monitoring solutions Accelerates development of world-class gastrointestinal portfolio focused on serving patient from diagnosis to treatment Accretive to earnings per share beginning in fiscal 2015
Covidien plc (COV) and Given Imaging Ltd. (GIVN) today announced a definitive agreement under which Covidien will acquire all of the outstanding shares of Given Imaging for $30.00 per share in cash, for a total of approximately $860 million, net of cash and investments acquired. This transaction provides Covidien additional scale and scope to serve the multibillion dollar global gastrointestinal (GI) market and supports the Company’s strategy to comprehensively address key global specialties and procedures.
Food Technology Service, Inc. to Be Acquired by Sterigenics International LLC for $7.23 Per Share in Cash
Food Technology Service, Inc. (VIFL) (the “Company” or “FTSI”), a regional provider of sterilization services, announced today that it entered into a definitive merger agreement, dated December 5, 2013, under which the Company will be acquired by an affiliate of Sterigenics International LLC (“Sterigenics”), a portfolio company of GTCR, LLC. Under the terms of the merger agreement, upon completion of the transaction, the shareholders of the Company (other than holders of excluded shares and dissenting shares, as described in the merger agreement) will receive $7.23 per share in cash. The purchase price represents a premium of 28.4% over the Company’s closing share price on December 5, 2013 and a premium of 27.2% over the Company’s average closing share price for the 30 trading days ending on December 5, 2013.
The Medicines Company Acquires Rempex Pharmaceuticals
Novel Portfolio of Gram-Negative Antibiotics in Development Added to The Medicines Company's Infectious Disease Hospital Care Franchise The Medicines Company (NASDAQ: MDCO) today announced that it has acquired Rempex Pharmaceuticals, Inc., a company with multiple potential new therapies focused on multi-drug resistant gram-negative bacteria.
Clive Meanwell, MD, PhD, Chairman and Chief Executive Officer of The Medicines Company, said, "Acute and intensive care hospitals around the world face rapid and increasing antibacterial resistance, especially to gram-negative pathogens. The assets of Rempex, particularly Carbavance™, will allow us to intensify our efforts to save lives, alleviate suffering and contribute to the economics of healthcare by serving leading hospitals."
CEPSA to Acquire Coastal Energy Company for C$19.00 Per Share
Delivers Significant and Immediate Value to Coastal Energy Shareholders
Coastal Energy Company ("Coastal" or the "Company") (CEN.TO) (CEO.L) announced today that it has entered into a definitive merger agreement providing for the acquisition by Companyia Espanyola de Petroleos, S.A.U. ("CEPSA") of all of the issued and outstanding shares of Coastal at a price of C$19.00 per common share in cash. The purchase price represents a premium of 28% to the closing price of the Company's common shares on the TSX on November 18, 2013. The purchaser is a newly-incorporated CEPSA controlled entity in which Strategic Resources (Global) Limited ("SRG") is an investor. The proposed transaction has an aggregate value of approximately C$2.3 billion including the assumption of C$51 million of net debt. The transaction, which will be completed by way of statutory merger, is expected to close in the first quarter of 2014.
Patheon Inc. to be Taken Private for US$9.32 per Share in Cash
Patheon Inc. (TSX:PTI.TO) ("Patheon") today announced that it has entered into an arrangement agreement (the "Arrangement Agreement") with JLL/Delta Patheon Holdings, L.P., a limited partnership ("Newco") under which Patheon would be taken private pursuant to a court-approved plan of arrangement (the "Arrangement") under the Canada Business Corporations Act. Newco is sponsored by an entity controlled by JLL Partners, Inc. ("JLL") and Koninklijke DSM N.V. ("DSM"). Affiliates of JLL currently own 55.7% of the restricted voting shares of Patheon and all of the outstanding class I preferred shares, series D of Patheon (the "Preferred Shares").
Heartland Express, Inc. Acquires Gordon Trucking, Inc.
The Board of Directors of Heartland Express, Inc. ("Heartland") (HTLD) is pleased to announce today that it has acquired 100% of the stock of Gordon Trucking, Inc. of Pacific, Washington ("GTI") and certain associated assets in transactions valued at approximately $300 million. With combined total revenue of approximately $1 billion and a terminal network spanning from Washington to Florida and from Pennsylvania to Southern California, Heartland estimates the combined companies will operate the fifth largest asset-based truckload fleet in North America. Steve and Scott Gordon have joined Heartland's management team. Larry and Virginia Gordon will retire after 50 years of building GTI, and Larry Gordon has joined Heartland's Board of Directors. The transactions are expected to be immediately accretive to Heartland's earnings per share, excluding transaction-related expenses.
Mitel and Aastra Announce Plan to Merge
Combination creates a billion dollar company with a global installed base and the technology and scale to migrate those customers, and the broader market, to cloud based solutions.US$1.1 billion total revenue US$100 million cloud business Global customer base of 60 million end users #1 market share in Western Europe Competitive solutions portfolio to address businesses of any size Attractive synergies expected within first 24 months Accelerated path to further de-leverage the business
Mitel Networks Corporation (MITL) (MNW.TO), a leading provider of cloud and premises-based unified communications software solutions, and Aastra Technologies Limited (AAH.TO), a leader in enterprise communications, today announced that they have entered into a definitive arrangement agreement unanimously approved by the Boards of Directors of both companies, under which Mitel will acquire all of the outstanding Aastra common shares for US$6.52 in cash plus 3.6 Mitel common shares per each Aastra common share
Shire to Acquire ViroPharma in Strategic Move to Strengthen Rare Disease Portfolio; Will Augment Already Strong Growth Prospects
Earnings accretive, revenue growth-enhancing acquisition
Shire plc (LSE: SHP, NASDAQ: SHPG) and ViroPharma Incorporated (VPHM) today announce that their Boards of Directors have unanimously approved, and the companies have entered into, a merger agreement pursuant to which Shire will acquire all the outstanding shares of the rare disease company ViroPharma for $50 per share in cash, for a total consideration of approximately $4.2 billion. The $50 per share price in the transaction represents a 27% premium to ViroPharma's closing share price on Friday, November 8, 2013, the last trading day prior to announcement, and a 64% premium to ViroPharma's unaffected share price of $30.47 on September 12, 2013.
Salix Pharmaceuticals to Acquire Santarus
Solidifies Position as Largest U.S. Gastroenterology-Focused Specialty Pharmaceutical Company Provides Salix with an Experienced Specialty Sales Force to Significantly Expand Gastrointestinal Product Sales Increases Commercial Presence in Gastroenterology, Hepatology and Colorectal Surgery Estimated 2013 Pro Forma Total Product Revenue of $1.3 Billion Greatly Increases Scale and Revenue Diversification Expected to be Immediately and Significantly Accretive Expected to Generate Strong EBITDA and Cash from Operations Leading to Rapid Debt Repayment
Salix Pharmaceuticals, Ltd. (SLXP) and Santarus, Inc. (SNTS) today announced that the companies have entered into a definitive merger agreement under which Salix will acquire all of the outstanding common stock of Santarus for $32.00 per share in cash (without interest).
Mindspeed Announces Definitive Agreement to be Acquired by MACOM for $5.05 per Share
Mindspeed Technologies (MSPD), a leading supplier of semiconductor solutions for communications infrastructure applications, today announced that it has entered into a definitive agreement to be acquired by M/A-COM Technology Solutions Holdings, Inc. (MTSI), a leading supplier of high performance RF, microwave, and millimeter wave products, for $5.05 per share in a cash tender offer. This represents a premium of approximately 66% to the close of $3.04 on November 4, 2013.
CF Industries to Sell Phosphate Business to Mosaic for $1.4 Billion
Companies Enter Into Ammonia Supply Agreements for Donaldsonville and Trinidad Production
CF Industries Holdings, Inc. (CF) (“CF Industries” or “the Company”) today announced that it has entered into a set of strategic agreements with the Mosaic Company (MOS). The agreements include: a definitive agreement to sell the entirety of CF Industries’ phosphate mining and manufacturing business to Mosaic for cash consideration of $1.4 billion, subject to adjustment; a long-term agreement under which the Company will supply Mosaic with between 600,000 and 800,000 tons of ammonia per year from its Donaldsonville, Louisiana nitrogen complex beginning no later than 2017; and an agreement to provide ammonia to Mosaic from the Company’s Point Lisas Nitrogen Ltd. (PLNL) joint venture beginning at the close of the phosphate sale.
Microsemi Corporation to Acquire Symmetricom, Inc.
- Strengthens Microsemi's position in high-value communications timing markets - Creates industry's largest and most complete end-to-end timing portfolio - Expands Microsemi timing opportunities in aerospace, defense and industrial markets - Brings scale to timing portfolio, expands customer base, drives increased content - Delivers immediate EPS accretion and synergies
Microsemi Corporation (MSCC), a leading provider of semiconductor solutions differentiated by power, security, reliability and performance, and Symmetricom, Inc. (SYMM), a worldwide leader in precision time and frequency technologies, announced today that they have entered into a definitive agreement to acquire Symmetricom, Inc. for $7.18 per share through a cash tender offer, representing a premium of 49 percent based on the average closing price of Symmetricom's shares of common stock during the 90 trading days ended Oct. 18, 2013.
Devon Energy and Crosstex Energy to Create New Midstream Business
Devon Energy Corporation (DVN) (“Devon”), Crosstex Energy, Inc. (XTXI) and Crosstex Energy, L.P. (XTEX) (collectively “Crosstex”) today announced the signing of definitive agreements to combine substantially all of Devon’s U.S. midstream assets with Crosstex’s assets to form a new midstream business. The new business will consist of two publicly traded entities: the Master Limited Partnership and a General Partner entity (the “Master Limited Partnership” and the “General Partner”, collectively “the New Company”). The New Company is expected to have adjusted EBITDA of approximately $700 million in 2014, before synergies. The transaction is expected to be immediately accretive to both Crosstex and Devon. A name for the New Company will be announced prior to the closing of the transaction.
Bellatrix Exploration Ltd. announces $576 million strategic acquisition of Angle Energy Inc. creating a dominant growth oriented cardium and Lower Mannville focused oil and gas company
Bellatrix Exploration Ltd. ("Bellatrix" or the "Company") (TSX, NYSE MKT: BXE) is pleased to announce that it has entered into an agreement (the "Arrangement Agreement") with Angle Energy Inc. ("Angle") (TSX:NGL.TO - News) providing for the acquisition by Bellatrix of all the issued and outstanding Angle common shares (the "Angle Shares") pursuant to a plan of arrangement (the "Transaction") under the Business Corporations Act (Alberta) (the "Arrangement").
CSC ServiceWorks to Acquire Mac-Gray for $524 Million
CSC ServiceWorks, Inc. ("CSC") and Mac-Gray Corporation (TUC) ("Mac-Gray" or the "Company") today announced that they have entered into a definitive agreement and plan of merger that provides for the merger of Mac-Gray with CSC Fenway, Inc., a wholly-owned subsidiary of Spin Holdco Inc., which is a wholly-owned subsidiary of CSC. Pursuant to the transaction, CSC will acquire all of the outstanding common stock of Mac-Gray for $21.25 per share, payable in cash, which represents a premium of 42% over the Company's closing stock price on October 14, 2013. The aggregate value of the transaction is approximately $524 million, taking into account Mac-Gray's outstanding stock options, restricted stock units and net debt as of June 30, 2013. The transaction has been unanimously approved by the Board of Directors of Mac-Gray.
Aratana Agrees to Acquire Vet Therapeutics, Inc.
Adds Biologics to its Pet Therapeutics Platform Announces $19.75M Equity Financing and $5M Expansion of Existing Debt Facility Aratana to Host Conference Call Monday, October 14 at 8:00 a.m. Eastern Time
Aratana Therapeutics, Inc. (PETX), a biopharmaceutical company focused on the licensing, development and commercialization of innovative medications for pets (pet therapeutics), today announced that it has entered into a merger agreement providing for the strategic acquisition of Vet Therapeutics, Inc., a San Diego-based company with a proprietary antibody-based biologics platform. Under the agreement, Aratana plans to continue to advance the pipeline of high value biologic drugs, including its lymphoma franchise. Importantly, the acquisition of Vet Therapeutics is expected to significantly accelerate Aratana's pathway toward becoming a commercial-stage pet therapeutics company.
Twin Butte Energy to Acquire Private Oil Producer and Proceed With $70 Million Bought Deal Financing
/NOT FOR DISTRIBUTION OR DISSEMINATION IN THE UNITED STATES/
Twin Butte Energy Ltd. (TSX:TBE.TO ) ("Twin Butte" or the "Company") is pleased to announce that it has entered into an arrangement agreement ("Arrangement Agreement") with Black Shire Energy Inc. ("Black Shire") providing for the acquisition (the "Black Shire Acquisition") by Twin Butte of all of the issued and outstanding class "A" common shares ("Black Shire Shares") of Black Shire for total consideration of approximately $358.0 million, including the assumption of approximately $107.6 million of net debt.
Huntington Bancshares Incorporated Strengthens Its Number-One Branch Share in Ohio with the Acquisition of Ohio-Based Camco Financial
Huntington Bancshares Incorporated (NASDAQ:HBAN; www.huntington.com) and Camco Financial Corporation (NASDAQ:CAFI; www.camcofinancial.com) jointly announced today the signing of a definitive agreement under which Huntington will acquire Camco Financial, the parent company of Cambridge Ohio-based Advantage Bank, in a cash and stock transaction. As of June 30, 2013, Camco operated 22 banking offices throughout eastern and southern Ohio with $0.8 billion in total assets and $0.6 billion in total deposits.
Men's Wearhouse Board Of Directors Rejects Unsolicited, Non-Binding Proposal From Jos. A. Bank
Board Concludes Unsolicited Proposal Does Not Reflect Value Inherent in Company and is Not in the Best Interest of Shareholders
The Men's Wearhouse (MW) today announced that its Board of Directors, after careful evaluation with the assistance of its financial and legal advisors, has determined to reject an unsolicited, non-binding proposal from Jos. A. Bank, which is subject to substantial debt and equity financing, due diligence and regulatory approval, to acquire Men's Wearhouse for $48.00 per share in cash. The Men's Wearhouse Board concluded that the proposal significantly undervalues Men's Wearhouse and its strong prospects for continued growth and value creation, and is not in the best interests of Men's Wearhouse or its shareholders.
Pacific Rubiales announces strategic acquisition of Petrominerales
Pacific Rubiales Energy Corp. (TSX: PRE; BVC: PREC; BOVESPA: PREB) is pleased to announce that it has entered into an agreement with Petrominerales Ltd. (TSX: PMG; BVC: PMGC) to acquire all of the outstanding common shares of Petrominerales (the "Arrangement Agreement").
Under the Arrangement Agreement, Petrominerales shareholders will receive Cdn.$11.00 cash for each Petrominerales common share held, for a total value of approximately Cdn.$935 million in cash, plus one common share of a newly formed exploration and production company ("ExploreCo"), and the assumption of net debt estimated at Cdn.$640 million, including convertible bonds.