DigitalGlobe and GeoEye Agree to Combine to Create a Global Leader in Earth Imagery and Geospatial Analysis
DigitalGlobe, Inc. (NYSE: DGI) and GeoEye, Inc. (NASDAQ: GEOY), today announced that the boards of directors of both companies have unanimously approved a definitive merger agreement under which the companies will combine in a stock and cash transaction valued at approximately $900 million. The combination of DigitalGlobe and GeoEye will create a global leader in earth imagery and geospatial analysis with a more diversified revenue base, a superior financial foundation and significant growth potential.
Peet’s to Become Private in a Transaction Valued at $1 Billion
Peet’s Coffee & Tea, Inc. (NASDAQ: PEET) and Joh. A. Benckiser (“JAB”) today announced that they have entered into a definitive agreement under which JAB will acquire Peet’s for $73.50 per share in cash, or a total of approximately $1 billion. The agreement, which has been unanimously approved by the Peet’s Board of Directors, represents a premium of approximately 29% over Peet’s closing stock price on July 20, 2012. At the close of the transaction, Peet’s will be privately owned and will continue to be operated by the company’s current management team and employees. Peet’s Coffee & Tea, founded in Berkeley, CA in 1966 by Alfred Peet, will remain based in the San Francisco Bay Area, with its home office in Emeryville and its LEED® (Leadership in Energy and Environmental Design) Gold Certified roast-to-order facility in Alameda.
High River Responds to Nord Gold Press Release and Establishes Special Committee
High River Gold Mines Ltd. (HRG.TO) ("High River" or the "Company") acknowledges the press release issued by Nord Gold N.V. ("Nordgold") on July 18, 2012 announcing its intention to make a formal offer to acquire the common shares ("Common Shares") of the Company that Nordgold and its affiliates do not already own, including Common Shares issuable upon exercise of convertible High River securities, for a price per Common Share, at the option of the tendering shareholder, of either (a) 0.285 global depositary receipts of Nordgold or (b) $1.40 in cash (the "Offer").
Presidential Life Corporation to Be Acquired by Athene Annuity & Life Assurance Company
Presidential Life Corporation (“Presidential Life”) (NASDAQ: PLFE), a Delaware corporation headquartered in Nyack, NY, and Athene Holding Ltd. (“Athene”), a Bermuda-based holding company, today announced a definitive agreement for an Athene subsidiary to acquire Presidential Life for $14.00 per share in cash, representing an aggregate purchase price of approximately $415 million. The $14.00 per share price represents a premium of approximately 38% over the $10.14 per share closing price of Presidential Life common stock on July 12, 2012, the last trading day prior to today’s announcement, and a premium of 40% over the average closing price for the five trading day period ended on such date.
ShangPharma Announces Receipt of "Going Private" Proposal at $8.50 to $9.50 Per ADS
ShangPharma Corporation (SHP) ("ShangPharma" or the "Company"), a leading China-based pharmaceutical and biotechnology research and development outsourcing company, today announced that its Board of Directors has received a non-binding proposal letter dated July 6, 2012 from its Chairman and Chief Executive Officer, Mr. Michael Xin Hui, and entities affiliated with him (collectively, "Founder"), and TPG Star Charisma Limited and its affiliates (collectively, "TPG") to acquire all of the outstanding shares of ShangPharma not currently owned by Founder or TPG in a going private transaction for between $8.50 and $9.50 per American Depositary Share ("ADS", each ADS representing 18 ordinary shares of the Company) in cash, subject to certain conditions.
Xyratex Ltd Announces Results for the Second Quarter Fiscal Year 2012
Declares Quarterly Cash Dividend
Xyratex Ltd (XRTX), a leading provider of data storage technology, today announced results for the second fiscal quarter ended May 31, 2012. Revenues for the second quarter were $322.1 million, a decrease of 4.9% compared to revenues of $338.5 million for the same period last year.
For the second quarter, GAAP net income was $7.0 million, or $0.24 per diluted share, compared to GAAP net loss of $4.6 million, or $0.15 per share, in the same period last year. Non-GAAP net income was $9.3 million, or $0.32 per diluted share, compared to non-GAAP net loss of $1.9 million, or $0.06 per share, in the same quarter a year ago(1).
ABC-MART Announces Agreement to Acquire LaCrosse Footwear
ABC-MART, INC. (TSE:2670), Japan’s leading retailer of athletic, business and casual footwear, announced today that it has entered into a definitive agreement with LaCrosse Footwear, Inc. (BOOT), a leading provider of premium, branded footwear for work and outdoor users, pursuant to which ABC-MART will acquire all outstanding shares of LaCrosse Footwear stock for $20 per share in cash, or approximately $138 million.
The purchase price represents a premium of 82% over LaCrosse Footwear’s average closing stock price over the last 30 days ended July 5, 2012, and an 82% premium over the closing price on July 5, 2012. Under the agreement, ABC-MART will commence a tender offer to purchase all of the outstanding shares of LaCrosse Footwear. The transaction is expected to close in the third calendar quarter of 2012.
Asure Software Announces Acquisition of PeopleCube
Acquisition solidifies Asure’s portfolio and position as leading global provider of workspace and workforce management solutions Expects Q2 2012 results (pre-acquisition) to be at upper end of revenue and EBITDA (ex one-time items) guidance Increases Q3 and Q4 2012 revenue guidance to $6.9 M – $7.1M and $7.8M – $8.1M, respectively (primarily as a result of the acquisition) Increases Q3 and Q4 EBITDA guidance (ex one-time items) to $1.1M - $1.3M and $1.9M - $2.2M, respectively (primarily as a result of the acquisition) Issues 2013 guidance of $31M revenue, $9M EBITDA, and $7M ($1.30 per share) of free cash flow
First Majestic Completes Acquisition of Silvermex Resources
First Majestic Silver Corp. ("First Majestic") (TSX:FR)(NYSE:AG)(FRANKFURT:FMV) and Silvermex Resources Inc. ("Silvermex") (TSX:SLX)(OTCBB:GGCRF)(FRANKFURT:GSBN) are pleased to announce the completion of the plan of arrangement (the "Arrangement") previously announced in the joint news release of First Majestic and Silvermex dated April 3, 2012. Under the arrangement, First Majestic has acquired all of the issued and outstanding common shares of Silvermex. Shareholders of Silvermex will receive 0.0355 First Majestic shares and CDN$0.0001 for each held share of Silvermex.
Tegal Corporation to Acquire CollabRx, Inc.
Brings Interpretive Content and Data Analytics to Genomics-Based Medicine Tegal Corporation (TGAL) today announced that it has signed a definitive agreement to acquire CollabRx, Inc., a privately held technology company in the rapidly growing market of interpretive content and data analytics for genomics-based medicine. CollabRx offers cloud-based expert systems that provide clinically relevant interpretive knowledge to institutions, physicians, researchers and patients for genomics-based medicine in cancer and other diseases to inform health care decision making. With access to approximately 50 clinical and scientific advisors at leading academic institutions and a suite of tools and processes that combine artificial intelligence-based analytics with proprietary interpretive content, the company is well positioned to participate in the $300 billion value-added “big data” opportunity in the US health care market (as reported by McKinsey Global Institute), over half of which specifically targets areas in cancer and cancer genomics.1
Ingram Micro to Become Leading Provider of Mobility Products, Services and Solutions With Acquisition of Brightpoint
Provides Immediate Scale in Rapidly-Growing Mobility Market Expands Ingram Micro's Suite of High-Value Logistics Services and Solutions More than $55 million in Expected Annual Cost Synergies and Efficiencies by 2014 All Cash Acquisition Expected to Expand Margins and be Meaningfully Accretive to Earnings per Share Ingram Micro Inc. (NYSE:IM), the world's largest technology distributor and supply-chain services provider, and Brightpoint, Inc. ("BrightPoint") (Nasdaq:CELL), a global leader in providing device lifecycle services to the wireless industry, announced today they have entered into a definitive agreement under which, subject to customary closing conditions, Ingram Micro will acquire all of the outstanding shares of BrightPoint common stock for $9.00 per share in cash, a 66 percent premium to BrightPoint's closing stock price on June 29, 2012, and a 35 percent premium to the 90-day average trading price.
Recommended Offer for Allied Gold Mining Plc ("Allied Gold") by St Barbara Limited ("St Barbara")
(to be implemented by way of a Scheme of Arrangement under Part 26 of the Companies Act) Allied Gold Mining Plc (ALD.TO)(ALD.L)(ALD.AX) - NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION Summary -- The boards of St Barbara and Allied Gold are pleased to announce that they have reached agreement on the terms of a recommended offer under which St Barbara will acquire the entire issued and to be issued ordinary share capital of Allied Gold (the "Offer"). It is intended that the Offer be implemented by way of a Court sanctioned scheme of arrangement under Part 26 of the Companies Act.
PETRONAS to Acquire Progress Energy
Companies agree to $5.5 Billion Acquisition PETRONAS, the Malaysian national oil and gas company, and Progress Energy Resources Corp. (Progress) (TSX:PRQ) today announced that PETRONAS' Canadian subsidiary, PETRONAS Carigali Canada Ltd (PETRONAS Canada), and Progress have entered into an agreement for the purchase by PETRONAS Canada of all of Progress' outstanding common shares at a cash price of C$20.45 per share. Including the amount to be paid for Progress' outstanding convertible debentures, the transaction is valued at approximately C$5.5 billion. The transaction is to be completed by way of an arrangement under the Business Corporations Act (Alberta).
MDA announces transformational US acquisition
Creates leading global communications and information company MacDonald, Dettwiler and Associates Ltd. (TSX: MDA), a provider of essential information solutions, today announced that it has signed an agreement to acquire 100% of Space Systems/Loral, Inc. (SS/L) for US$875 million in a transaction that is immediately accretive. Headquartered in Palo Alto, California, SS/L is the global market leading provider of commercial communications satellites, serving a global customer base. The acquisition transforms MDA into a major player in commercial communications and provides the Company with critical mass in the U.S. market.
Loral to Sell Space Systems/Loral to MDA in a Transaction That Delivers More Than US$1 Billion of Pre-Tax Value to Loral
Loral Space & Communications Inc. (LORL) today announced its entry into a definitive agreement with MacDonald, Dettwiler and Associates Ltd. (MDA.TO) related to the sale of Loral's wholly-owned subsidiary, Space Systems/Loral (SS/L). The transaction provides for Loral to receive consideration from MDA of US$875 million and cash dividends and other payments from SS/L which are expected to be in excess of US$135 million under a formula described below.
J. Alexander’s Corporation Announces Agreement to Merge with Subsidiary of Fidelity National Financial, Inc.
Shareholders May Elect $12 Per Share In Cash Or $3 Per Share In Cash And Stock In New Co. J. Alexander’s Corporation (JAX), today announced that on Friday, June 22, the Company entered into an agreement with Fidelity National Financial, Inc. (FNF) to merge the Company with a subsidiary of American Blue Ribbon Holdings, Inc. (“ABRH”), a newly formed, indirect majority owned subsidiary of FNF. Immediately following the merger, J. Alexander’s will be combined with the current restaurant operations of ABRH, LLC, a restaurant operating company and an indirect majority owned subsidiary of FNF. Following the transaction, the combined restaurant operating company will own and operate over 700 restaurants in 43 states under seven different restaurant concepts with total combined annual revenue of approximately $1.5 billion.
Genesis HealthCare to Acquire Sun Healthcare Group, Inc.
Sun Healthcare Group, Inc. (SUNH) today announced that it has signed a definitive agreement for the acquisition of Sun Healthcare (Sun) by Genesis HealthCare (Genesis). The combined company will be able to strengthen its core business lines and enhance its collective ability to provide the highest quality patient care while meeting the current challenges facing the healthcare industry.
Under the terms of the merger agreement, Genesis will acquire Sun for $8.50 per share of common stock in cash, resulting in a transaction value of approximately $275 million net of cash and debt acquired.
Sonus Networks Announces Definitive Agreement to Acquire Network Equipment Technologies
Acquisition Would Bring Branch Office and Small Office Solutions to Expand Sonus’ Portfolio for the Enterprise Market Key Takeaways: Intended purchase of Network Equipment Technologies, Inc. (NET) is expected to accelerate Sonus’ ability to serve the enterprise market Sonus’ Session Border Controller (SBC) enterprise addressable market would be extended by expanding its SBC product capabilities with branch office and small office solutions NET is a key enabler of Microsoft® Lync™ deployments and together the proposed combination seeks to address growing Unified Communications deployments Sonus route-to-market capabilities would be expanded with an established foundation of channel partners Acquisition would equip Sonus with a US federal government installed base and sales channel
Extorre Enters Into Agreement for Sale to Yamana
All amounts are expressed in Canadian dollars, unless otherwise indicated Extorre Gold Mines Limited (XG)(XG)(XG.TO)(E1R.F) ("Extorre" or the "Company") is pleased to announce today that it has entered into a definitive agreement (the "Agreement") with Yamana Gold Inc. (YRI.TO)(AUY)(YAU.L) ("Yamana") pursuant to which Yamana will acquire all of the issued and outstanding common shares of Extorre ("Extorre Shares") by way of a statutory plan of arrangement (the "Arrangement") under the Canada Business Corporations Act.
Quest Software Announces Receipt of Superior Proposal
Quest Software, Inc. (QSFT) (the “Company” or “Quest”) announced the receipt of a proposal from a strategic bidder to acquire all of the outstanding shares of Quest common stock for $25.50 per share in cash. Following the recommendation of the special committee of independent directors established by the Company’s Board of Directors (the “Special Committee”), the Company’s Board of Directors determined that the proposal constitutes a Superior Proposal, as such term is defined in the Agreement and Plan of Merger dated March 8, 2012 (the “Insight Merger Agreement”). In making its recommendation, the Special Committee consulted with its independent financial advisors and outside legal counsel.