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.
RDA Microelectronics Announces Receipt of Non-Binding Acquisition Proposal
RDA Microelectronics, Inc. (RDA) ("RDA Microelectronics" or the "Company"), a fabless semiconductor company that designs, develops and markets wireless systems-on-chip and radio-frequency (RF) semiconductors for cellular, connectivity and broadcast applications, today announced that its Board of Directors has received an unsolicited, preliminary non-binding proposal letter dated September 27, 2013 from Shanghai Pudong Science and Technology Investment Co., Ltd. ("PDSTI"), a wholly state-owned limited liability company directly under Pudong New Area government of Shanghai, pursuant to which PDSTI proposes to acquire all of the outstanding ordinary shares of the Company (the "Shares) and American Depositary Shares of the Company (the "ADSs," each ADS representing six Shares), in each case other than those Shares or ADSs owned by PDSTI and its affiliates, for US$2.5833 in cash per Share or US$15.50 per ADS. A copy of the proposal letter is attached hereto as Appendix 1.
TransForce Announces Proposal for Vitran at USD$4.50 per Share
TransForce Inc. ("TransForce") (TFI.TO) (TFIFF), a North American leader in the transportation and logistics industry, today announced that it has submitted a proposal to the board of directors of Vitran Corporation Inc. ("Vitran") (VTNC) (VTN.TO) to acquire all of the issued and outstanding shares of Vitran not already owned by TransForce at a price of USD$4.50 per share in cash (the "Proposal").
The Proposal was made in a letter sent today to Vitran's Chairman of the Board of Directors. TransForce made the Proposal with the objective of entering into negotiations with Vitran's Board and obtaining its support for the Proposal. The Proposal is conditional upon the sale of the US LTL business announced on September 23, 2013 .
Knight Transportation Proposes to Acquire USA Truck for $9.00 Per Share in Cash
Proposal Provides USA Truck Shareholders with Substantial Premium and Immediate Cash Value Transaction Would Complement Knight’s Existing Operations and Solidify Knight’s Position as a Premier North American Transportation Services Company Knight Files Schedule 13D Disclosing Approximately 8% Ownership Stake in USA Truck
Knight Transportation, Inc. (KNX)(“Knight”), one of North America’s largest and most diversified truckload transportation companies, today announced that it has proposed to acquire all of the outstanding shares of USA Truck, Inc. (USAK) for $9.00 per share in cash, valuing the equity of USA Truck at approximately $95 million.
MAKO Surgical Corp. Announces Definitive Agreement to Be Acquired by Stryker Corporation for $30 per Share in Cash
MAKO Surgical Corp. (MAKO) today announced a definitive agreement with Stryker Corporation (SYK), by which Stryker will acquire all of the outstanding shares of MAKO for $30.00 per share in cash, for an aggregate purchase price of approximately $1.65 billion.
"The combination of Stryker's established industry leadership with MAKO's innovative products and people contains the power to positively transform orthopedics," said Maurice R. Ferre, M.D., President and Chief Executive Officer. "It is with this in mind that MAKO's board of directors unanimously voted to recommend that MAKO's shareholders vote in favor of it."
Verenium Enters Agreement To Be Acquired By BASF
-- BASF to offer Verenium's shareholders $4.00 per share in cash --
Verenium Corporation (VRNM), a leading industrial biotechnology company focused on the development and commercialization of high-performance enzymes, today announced it has entered into a definitive merger agreement with BASF Corporation, a leading chemicals company, under which BASF will commence a cash tender offer for all of the outstanding shares of Verenium's common stock. This agreement has been unanimously approved by both Verenium's and BASF's Boards of Directors.
II-VI Incorporated Announces Acquisition of Oclaro, Inc.'s Switzerland-Based Semiconductor Laser Business; Expands Credit Facility
II-VI Incorporated (IIVI) announced today that it has acquired the Zurich, Switzerland-based semiconductor laser business (the "Business") of Oclaro, Inc. (OCLR) in a transaction valued at $115 million.
The acquisition provides II-VI with semiconductor laser technology used in industry-leading laser system products including fiber lasers and direct diode lasers for material processing, medical, consumer and fiber optic communication applications. The gallium arsenide semiconductor laser business was originated by IBM Zurich and was integrated with the gallium arsenide semiconductor laser assets in Tucson, Arizona acquired from Newport Spectra-Physics in 2009. II-VI will operate the Business as II-VI Laser Enterprise GmbH.
LINN Energy, LinnCo and Berry Petroleum Company Provide Update on Merger Process
LINN Energy, LLC (LINE), LinnCo, LLC (LNCO) and Berry Petroleum Company (BRY) announced today that LINN Energy and LinnCo recently received comments related to the Amended Registration Statement on Form S-4 filed on August 9, 2013 in connection with the proposed merger transaction, and are working diligently to file an Amended Form S-4. Furthermore, LINN Energy, LinnCo and Berry Petroleum have agreed to set the record dates for their respective unitholder, shareholder and stockholder meetings as of September 30, 2013.
Richardson GMP Limited to acquire Macquarie Private Wealth Inc.
Richardson GMP Limited (Richardson GMP) today announced that it has reached an agreement (the Agreement) to acquire Macquarie Group's Canadian retail business, Macquarie Private Wealth Inc. (MPW Canada). Upon completion of the transaction, Richardson GMP will have $28 billion in assets under administration.
"This transformational transaction for Richardson GMP reinforces our position as the largest independent wealth management firm in Canada," said Andrew Marsh, President and CEO of Richardson GMP. "It further establishes Richardson GMP as a firm that can compete with larger institutions, while maintaining a boutique culture. This transaction vaults Richardson GMP into a league of our own."