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
Sinclair Broadcast Group to Acquire Fisher Communications, Inc.
Sinclair Broadcast Group, Inc. (NASDAQ: SBGI) ("Sinclair") and Fisher Communications, Inc. (NASDAQ: FSCI) ("Fisher") announced today that they have entered into a definitive merger agreement whereby Sinclair will acquire Fisher in a merger transaction valued at approximately $373.3 million.
Under the terms of the agreement, Fisher shareholders will receive $41.00 in cash for each share of Fisher common stock they own. The transaction represents a 44% premium to the closing price of Fisher common stock on January 9, 2013, the final trading day prior to Fisher announcing a review of strategic alternatives.
GE to Acquire Lufkin Industries GE (NYSE: GE) and Lufkin Industries Inc. (NASDAQ: LUFK) announced today a joint agreement whereby GE will acquire Lufkin Industries Inc., a leading provider of artificial lift technologies for the oil and gas industry and a manufacturer of industrial gears, for approximately $3.3 billion. Lufkin shareholders will receive $88.50 per share in cash for each of their Lufkin shares.
Artificial lift, used in 94 percent of the roughly 1 million oil-producing wells around the world, helps lift hydrocarbons to the surface in reservoirs with low pressure and improves the efficiency of naturally flowing wells. Upon close, Lufkin will broaden GE Oil & Gas’ artificial lift capabilities beyond electric submersible pumps (ESPs) to include rod lift, gas lift, plunger lift, hydraulic lift, progressive cavity pumps and a sophisticated array of well automation and production optimization controls and software. The ESP category of artificial lift is the only lift segment in which Lufkin does not currently compete.
Valeant Pharmaceuticals And Obagi Medical Products Agree On An Increased Offer Price Of $24.00 Per Share In Cash
Valeant Pharmaceuticals International, Inc. (NYSE: VRX and TSX: VRX) today announced that Valeant and Obagi Medical Products, Inc. (OMPI) have executed an amendment to their Agreement and Plan of Merger, dated March 19, 2013 . Pursuant to the amendment, Valeant increased its offer to acquire Obagi from $19.75 to $24.00 per share in cash.
The offer documents will be amended to reflect the new offer price of $24.00 per share. The expiration date of the tender offer will remain 12:00 midnight, New York City time, on April 23, 2013 . The tender offer is conditioned on the tender of a majority of Obagi's shares calculated on a diluted basis, as well as the receipt of certain regulatory approvals and other customary closing conditions.
Merz Pharma Group Makes Superior Proposal to Acquire Obagi Medical Products
Proposes to Acquire All of Obagi's Outstanding Common Stock for $22 Per Share in Cash Transaction Not Conditioned Upon Financing Or Due Diligence
In a letter to the Board of Directors of Obagi Medical Products, Inc. (OMPI) ("Obagi"), Merz Pharma Group ("Merz" or "the Company") today outlined a proposal to acquire all of the outstanding common stock of Obagi for $22 per share in cash. This proposal represents a 58% premium to Obagi's closing share price on Thursday, March 14, 2013, the last trading day prior to the disclosure on Obagi's fourth quarter earnings call that Obagi had engaged a financial advisor to help explore "all opportunities."
Urastar Gold Corp. to be acquired by Agnico-Eagle Mines Limited
Urastar Gold Corp. (TSX-V:URS.V - News) (FSE:3U3.F - News) (OTCQX:URNRF - News) ("Urastar" or the "Company") is pleased to announce that it has entered into a definitive arrangement agreement (the "Agreement") with Agnico-Eagle Mines Limited (NYSE:AEM - News) (TSX:AEM.TO - News) ("Agnico-Eagle") pursuant to which Agnico-Eagle will acquire all of the issued and outstanding common shares of Urastar ("Urastar Shares") by way of a statutory plan of arrangement (the "Arrangement") under the Business Corporations Act (British Columbia).
First Quantum Minerals Announces Creation of a New Global Leader in Copper
85.5% of Inmet Shares Tendered
First Quantum Minerals Ltd. ("First Quantum" or the "Company") (TSX:FM)(LSE:FQM) and its wholly-owned subsidiary FQM (Akubra) Inc. (together, the "Offeror") today announced that, as at 11:59 p.m. (Eastern Daylight Time) on March 21, 2013, a total of 60,120,405 common shares of Inmet Mining Corporation ("Inmet", TSX Symbol "IMN"), representing 85.5% of the outstanding Inmet shares (on a fully diluted basis), had been validly tendered to the Offeror's offer (the "Offer") to acquire all of the outstanding shares of Inmet. The Offeror has taken up and accepted for payment all such shares and will pay for such shares on or before March 27, 2013.
Valeant Pharmaceuticals International, Inc. Agrees to Acquire Obagi Medical Products, Inc. for $19.75 Per Share in Cash
Valeant Pharmaceuticals International, Inc. (NYSE: VRX and TSX: VRX) today announced that it has entered into a definitive agreement under which Valeant will acquire all of the outstanding common stock of Obagi Medical Products, Inc. (NASDAQ:OMPI - News) for $19.75 per share in cash, which represents a 28% premium to Obagi's closing share price on March 19, 2013, the last trading day prior to announcement. The transaction is expected to close in the first half of 2013 and Valeant expects the transaction, once completed, to be immediately accretive to Valeant's cash earnings per share. The combination is expected to yield cost synergies at an annual run rate of at least $40 million within six months of closing.
PremierWest Bank and AmericanWest Bank Merger Amended to Increase Merger Consideration to Common Shareholders by 21% to $2.00 per Share
PremierWest Bank and AmericanWest Bank announced today that PremierWest Bancorp ( NASDAQ : PRWT ) and affiliates of AmericanWest Bank have entered into an amendment to the Agreement and Plan of Merger relating to the proposed merger of PremierWest Bancorp with an affiliate of AmericanWest Bank. Under the revised terms, each outstanding share of PremierWest Bancorp common stock will be converted into the right to receive $2.00 in cash, which represents an additional $0.35 per share in cash consideration.