M&A

Pharma M&A – Actavis to Acquire Warner Chilcott

Tim Parker — Mon, 20 May 2013 15:32:13 +0000

On Monday, generic drug maker Actavis Inc. (NYSE: ACT) announced plans to purchase specialty pharmaceutical company Warner Chilcott (NASDAQ: WCRX) in an all-stock deal valued around $8.5 billion. Actavis management will lead the combined company.

The move is particularly notable for Actavis, a company that has spurned attempts from Canadian pharmaceutical company Valeant Pharmaceuticals (NYSE: VRX) and Mylan Inc. (NASDAQ: MYL), according to Reuters. Analysts believe that if the Actavis/Warner Chilcott deal is approved by Irish regulators, it would quash the chances of Actavis being a takeover target.

According to the joint conference call, Actavis will reorganize as a holding company in Ireland where the current Actavis and current Warner Chilcott companies will become subsidiaries of the new holding company. Warner Chilcott shareholders will receive 0.16 shares of the combined ...

Yahoo Jumping on the Startup Acquisition Bandwagon

Jim Probasco — Mon, 20 May 2013 14:40:09 +0000

AOL Inc.(NYSE: AOL) has Huffington Post. Google Inc. (NASDAQ: GOOG) has YouTube. Facebook Inc. (NASDAQ: FB) has Instagram.

And now, Yahoo Inc. (NASDAQ: YHOO) is getting a startup of its own as well. The Wall Street Journal reported Sunday that Yahoo’s board approved $1.1 billion to acquire Tumblr.

Acquisition of the popular blogging and social networking site is Yahoo CEO, Marissa Mayer’s biggest deal since taking over at Yahoo in 2012. It is seen as an image upgrade for an Internet company that has lost some luster in recent years.

Tumblr, founded in 2007, is popular with teens and has 175 employees, according to comScore Inc. (NASDAQ: SCOR),The Wall Street Journal said. The site hosts 108 million blogs sporting 50.7 billion posts, and had 117 million unique users worldwide in March – heady numbers for the advertisers Yahoo hopes to attract.

Tumblr’s model, like Facebook’s, allows users to follow updates by ...

Ziff Davis Acquires NetShelter from inPowered

Eddie Staley — Mon, 20 May 2013 13:20:47 +0000

Ziff Davis, Inc., the leading digital media company in the technology, gaming and men's lifestyle categories, today announced the acquisition of NetShelter®, the biggest community of technology publishers dedicated to consumer electronics, computing and mobile communications, from inPowered. Ziff Davis is a division of j2 Global, Inc. (NASDAQ: JCOM).

The combination of Ziff Davis' technology sites, which include PCMag.com and Toolbox.com, and NetShelter makes it the new #1 property in the technology category, according to comScore, with 29 million monthly U.S. unique visitors in April. Ziff Davis' games division, IGN Entertainment, is also #1 in the gaming information category in comScore. Overall, Ziff Davis is now #31 in comScore's Top 100 with 36.5 million monthly unique visitors in the US and 117 million worldwide.

NetShelter will integrate Ziff Davis' powerful BuyerBase technology, providing advertisers a revolutionary new value proposition: The ability to tap exclusive BuyerBase product- and category-level in-market data to reach buyers on 100-percent transparent, fully guaranteed sites in the NetShelter portfolio.

The NetShelter community includes over 150 respected consumer and business tech sites, including AndroidCentral.com, MacRumors.com, Neoseeker.com, SlashGear.com and TechSpot.com, which create over 40,000 articles every month, delivering nearly 16 billion ad impressions per year.

David Roman, Chief Marketing Officer and SVP of Lenovo, said: “It's good to see Ziff Davis reclaim a leadership position in the global technology media marketplace. NetShelter's thoughtful tech and mobile editorial coverage are a natural fit with PCMag's globally respected labs. The combination of Ziff Davis' data and commerce capabilities with NetShelter's reach will create a great platform for defining, understanding ...

UPDATE: DXP Enterprises Announces Acquisition of Tucker Tool Company

Eddie Staley — Mon, 20 May 2013 13:19:10 +0000

DXP Enterprises (NASDAQ: DXPE) announced today the completion of the acquisition of substantially all the assets of Tucker Tool Company, Inc. (“Tucker Tool”), a leading distributor of state-of-the-art cutting tools, abrasives, coolants and machine shop supplies.

Founded in 1979, Tucker Tool is headquartered in Mechanicsburg, Pennsylvania and operates out of a single location. Tucker Tool is focused on serving customers in the chemical, oil & natural gas, power generation, general engineering and transportation markets with approximately 10 employees.

Financial terms of the transactions were not disclosed. Signing of the definitive agreements occurred on May 17, 2013. Sales and adjusted EBITDA for the last twelve months ending April 30, 2013 were approximately $8 million and $1 million, respectively. Adjusted EBITDA was calculated as income before tax, plus interest, depreciation and ...

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

Eddie Staley — Mon, 20 May 2013 12:07:17 +0000

Websense (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."

Under the terms of the agreement, Websense stockholders will receive $24.75 in cash for each share of Websense common stock they hold, representing a premium of approximately 29 percent over Websense's closing price on May 17, 2013 and a 53 percent premium to Websense's average closing price over the past 60 days. The Websense board of directors unanimously recommends that the company's stockholders tender their shares in the tender offer.

"Vista shares a similar vision for the company, including a dedication to developing and delivering best-in-class cyber security to our customers," said John McCormack, Websense CEO. "Vista brings an operational discipline that will enable us to continue to invest in the business and technology innovation."

"We are long-term investors in enterprise software and data companies that are committed to being leaders in their markets," said Robert F. Smith, CEO and founder of Vista Equity Partners. "We are impressed with Websense's market-leading product suite and the compelling value proposition it offers to its customers. We look forward to working with the company to enable it to reach its full potential."

Upon closing, Websense will become a privately held company. Websense senior management is expected to continue with the company and its headquarters are expected to remain in San Diego.

Under the terms of the agreement, an affiliate of Vista will commence a tender offer for all of the outstanding shares of the Websense common stock. Closing of the transaction is conditioned upon, among other things, satisfaction of a minimum tender condition, clearance under the Hart-Scott-Rodino (HSR) Antitrust Improvements Act of 1976, receipt of funding under the financing agreements (solely with respect to the tender offer) and other customary closing conditions. In the event that the minimum tender condition is not met, and in certain other circumstances, the parties have agreed to complete the transaction through a one-step merger after receipt of ...

Yahoo! to Acquire Tumblr for $1.1B

Eddie Staley — Mon, 20 May 2013 12:01:35 +0000

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. Its tremendous popularity and engagement among creators, curators and audiences of all ages brings a significant new community of users to the Yahoo! network. The combination of Tumblr+Yahoo! is expected to grow Yahoo!'s audience by 50 percent to more than a billion monthly visitors, and to grow traffic by approximately 20 percent.

The deal offers unique opportunities for both companies. Tumblr can deploy Yahoo!'s personalization technology and search infrastructure to help its users discover creators, bloggers, and content they'll love. In turn, Tumblr brings 50 billion blog posts (and 75 million more arriving each day) to Yahoo!'s media network and search experiences. The two companies will also work together to create advertising opportunities that are seamless and enhance the user experience.

Total consideration is approximately $1.1 billion, substantially all of which is payable in cash.

“Tumblr is redefining creative ...

UPDATE: Actavis to Acquire Warner Chilcott in $8.5B Transaction; Price is $20.08 per Share

Eddie Staley — Mon, 20 May 2013 11:27:44 +0000

Actavis (NYSE: ACT) and Warner Chilcott plc (NASDAQ: WCRX) today announced they have entered into a definitive agreement under which Actavis will acquire Warner Chilcott plc in a stock-for-stock transaction valued at approximately $8.5 billion. If successfully completed, the transaction will create a leading global specialty pharmaceutical company with approximately $11 billion in combined annual revenue, and the third-largest U.S. specialty pharmaceutical company with approximately $3 billion in annual revenues focused on core therapeutic categories of Women's Health, Gastroenterology, Urology and Dermatology. The proposed transaction has been unanimously approved by the Boards of Directors of Actavis, Inc. and Warner Chilcott plc, and is supported by the management teams of both companies.

"We have set as our strategic corporate objective to build a leading global specialty pharmaceutical company," said Paul Bisaro, President and CEO of Actavis. "The combination of Actavis and Warner Chilcott creates a strong specialty brand portfolio focused in therapeutic categories with strong growth potential, and is supported by a deep pipeline of development programs. The combination is commercially and financially compelling, and reshapes the specialty pharmaceutical universe by creating a powerful global competitor. It creates a company with an exceptionally strong balance sheet, coupled with a favorable tax structure to support future growth.

"Commercially, this transaction is unique in the combination of the complementary strengths of our two companies," Bisaro added. "The combination will enhance the value of each company's portfolio and provides a substantial foundation to support the successful launch of new products over the next several years, particularly in Women's Health, including Minastrin 24 Fe, Esmya, metronidazole vaginal gel 1.5%, the progestin-only contraceptive patch and other women's health products in development from the recent acquisition of Uteron Pharma SA. It also provides an expanded portfolio of specialty products that have the potential to be commercialized in key markets outside of North America."

"The Warner Chilcott team has built a powerful specialty brands business with a strong pipeline, and this compelling transaction brings together two complementary organizations with the potential to create even more value for shareholders," said Roger Boissonneault, President and CEO of Warner Chilcott. "Paul Bisaro and his team have been executing on their vision to build a global and diverse company at the forefront of the specialty pharmaceutical industry, and the addition of Warner Chilcott should enhance the ability of the combined company to successfully execute that vision, and accelerate Actavis' evolution."

At the close of the transaction (the "Effective Date"), which is expected by year-end 2013, Actavis and Warner Chilcott will be combined under a new company incorporated in Ireland, where Warner Chilcott is currently incorporated. The newly created company, which is expected to be called Actavis plc, or a variant thereof ("New Actavis"), will be led by the current Actavis leadership team.

Under the terms of the Transaction Agreement, at closing Warner Chilcott shareholders will receive 0.160 shares of New Actavis for each Warner Chilcott share they own, which equates to a value of $20.08 per Warner Chilcott share based on Actavis' closing share price of $125.50 on May 17, 2013. This represents a 43 percent premium compared to Warner Chilcott's volume-weighted average trading price of $14.00 for the 30 day trading period ending on May 9, 2013 (the day before Warner Chilcott disclosed it was engaged in preliminary discussions with Actavis) and a 34 per cent premium to the Warner Chilcott closing share price on May 9, 2013 of $15.01. Based on the closing prices of Actavis shares and Warner Chilcott shares on May 9, 2013 of $106.81 and $15.01 each respectively, the value of the consideration payable per Warner Chilcott share would be $17.09 which would represent a premium of 14 per cent over the Warner Chilcott closing share price on such date.

The transaction is expected to be tax-free, for U.S. federal income tax purposes, to Warner Chilcott shareholders. Actavis shareholders will receive one share of New Actavis for each Actavis share they own upon closing. The transaction will be taxable, for U.S. federal income tax purposes, to Actavis shareholders.

Immediately after the close of the transaction, Warner Chilcott shareholders are expected to own approximately 23 percent of New Actavis. Shares of New Actavis are expected to trade on the New York Stock Exchange under the ticker symbol ACT.

Expanded Specialty Portfolio in Four Therapeutic Categories

The combined company will have a stronger foundation to market a complementary product portfolio in key specialty areas: In Women's Health, with eight products including contraceptives, infertility treatments and hormone therapy products; In Urology, with six marketed products for the treatment of overactive bladder, testosterone replacement, prostate cancer and benign prostatic hyperplasia (BPH); In Gastroenterology, with two marketed products for the treatment of ulcerative colitis; In Dermatology, with one marketed product and the expected commercial launch of a newly approved product in July 2013; and, A R&D portfolio of more than 25 products in various stages of development, including 15 candidates in Women's Health. The combined company will have the ability to grow through additional in-licensing opportunities within its key therapeutic categories. The combination will also provide the opportunity to introduce a broader portfolio of new products in Actavis' expanded global footprint. Financially Compelling

The Directors of Actavis and Warner Chilcott believe that the combined company will have annual revenues of approximately $11 billion. The combination of Actavis and Warner Chilcott will result in Specialty Brand sales comprising approximately 25 percent of total combined company 2013 revenues, when compared to approximately 7 percent for standalone Actavis. The transaction is expected to be more than 30 percent accretive to Actavis non-GAAP earnings per share in 2014, including anticipated synergies. More than $400 million in after-tax operational synergies and related cost reductions and tax savings are anticipated. The majority of savings are expected to be realized in 2014, with full effect during 2015. The majority of these are operational and this estimate excludes any revenue, manufacturing or interest rate synergies or savings. The combination is expected to generate strong operating cash flow which would further enable the combined company to rapidly delever the balance sheet to below 3.0x debt to adjusted EBITDA at close. Transaction Approval Process

The acquisition of Warner Chilcott by New Actavis will be effected by means of a "scheme of arrangement" under Irish law pursuant to which New Actavis will acquire all of the outstanding shares of Warner Chilcott from Warner Chilcott shareholders in exchange for shares to be issued by New Actavis (the "Acquisition"). The Acquisition will be subject to the terms and conditions to be set forth in the scheme of arrangement document to be delivered to Warner Chilcott shareholders.

To become effective, the Scheme of Arrangement will require, among other things, the approval of a majority in number of Warner Chilcott shareholders, present and voting either in person or by proxy at a special Warner Chilcott shareholder meeting, representing 75 percent or more in value of Warner Chilcott shares held by such holders. Following the requisite Warner Chilcott shareholder approval being obtained, the sanction of the Irish High Court is also required.

In addition, the transaction must be approved in a special meeting by shareholders holding a majority of the outstanding Actavis common shares. The transaction, which is unanimously recommended by the Boards of Directors of both companies, is also subject to customary closing conditions, including the receipt of certain regulatory approvals, as more particularly set out in Appendix III of this announcement.

Conference Call

Actavis and Warner Chilcott will host a conference call to discuss the transaction today at 8:00 AM EDT. The number to call from within the United States is 877-251-7980, passcode 73978818. From international locations, the conference call can be accessed at 706-643-1573 using the same passcode. The call will also be webcast and can be accessed through the companies' websites at www.wcrx.com and www.actavis.com. To access the slides go to Actavis' Investor Relations Web site at http://ir.actavis.com, or directly at http://www.videonewswire.com/event.asp?id=94188 A replay of the conference call will also be available by calling 800-585-8367 in the U.S. or 404-537-3406 outside of the U.S., passcode 73978818.

About Actavis, Inc.

Actavis, Inc. (NYSE: ACT) is a global, integrated specialty pharmaceutical company focused on developing, manufacturing and distributing generic, brand and biosimilar products. Actavis has global headquarters in Parsippany, New Jersey, USA.

Operating as Actavis Pharma, Actavis develops, manufactures and markets generic, branded generic, legacy brands and Over-the-Counter (OTC) products in more than 60 countries. Actavis Specialty Brands is Actavis' global branded specialty pharmaceutical business focused in the Urology and Women's Health therapeutic categories. Actavis Specialty Brands also has a portfolio of five biosimilar products in development in Women's Health and Oncology. Actavis Global Operations has more than 30 manufacturing and distribution facilities around the world, and includes Anda, Inc., a U.S. pharmaceutical product distributor.

For press release and other company information, visit Actavis' Web site at ...

Dell Special Committee Seeks Additional Information from Carl Icahn and Southeastern Asset Management

Charles Gross — Mon, 20 May 2013 11:04:37 +0000

The Special Committee of the Board of Directors of Dell Inc. (NASDAQ: DELL) today sent a letter to Carl Icahn and Southeastern Asset
Management underscoring its need for additional information regarding
...

Pactera Receives $7.50 Per ADS 'Going Private' Bid

Charles Gross — Mon, 20 May 2013 11:03:42 +0000

Pactera Technology International Ltd. (NASDAQ: 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 ...

ASE Assembly & Test Limited to Acquire Shares of Wuxi Tongzhi Microelectronics from Toshiba

Charles Gross — Mon, 20 May 2013 10:10:10 +0000

Advanced Semiconductor Engineering. (NYSE: ASX) (the "ASE", or the "Company") hereby announces that in order to strengthen the capability of its Shanghai subsidiary for providing IC assembly and testing services, ASE ...

Elan to Acquire 100% of AOP for €263M

Charles Gross — Mon, 20 May 2013 09:54:27 +0000

Elan Corporation, plc (NYSE: ELN) (Elan) today announces a series of
transactions designed to decisively transform and advance the company.
Upon shareholder approval, the totality of these strategically driven
decisions, in addition to ...

Talisman Energy Announces First Oil Production Offshore Vietnam from HST/HSD Development

Charles Gross — Mon, 20 May 2013 09:51:15 +0000

Talisman Energy Inc. (TSX:TLM) (NYSE: TLM) has announced first oil production from its Hai Su Trang and Hai Su Den (HST/HSD) development, offshore Vietnam. Gross production is expected to reach 15,000 bbls/day once the facilities are fully commissioned. "We are delighted to have achieved first oil ahead of schedule and under budget," said Paul Blakeley, EVP Asia-Pacific. "This development will help Talisman ...

Stocks To Watch For May 20, 2013

Monica Gerson — Mon, 20 May 2013 08:25:17 +0000

Some of the stocks that may grab investor focus today are:

Wall Street expects Campbell Soup Company (NYSE: CPB) to report its Q3 earnings at $0.56 per share on revenue of $2.04 billion. Campbell shares fell 0.46% to close at $47.63 on Friday.

Analysts expect JA Solar Holdings Co (NASDAQ: JASO) to post a Q1 loss at $1.03 per share on revenue of $226.50 million. JA Solar shares gained 0.71% to $5.65 in after-hours trading.

Accenture plc (NYSE: ACN) ...

Benzinga's M&A Chatter for Friday May 17, 2013

Charles Gross — Sun, 19 May 2013 03:37:16 +0000

The following are the M&A deals, rumors and chatter circulating on Wall Street for Friday May 17, 2013:

Rumor Baidu to Acquire Sogou for $2.5B

The Rumor:
Baidu (NASDAQ: BIDU) is rumored to be acquiring Sohu's (NASDAQ: SOHU) Sogu, according to Marbridge. Last week WantChinaTimes reported Sohu was selling Sogou to Qihoo 360 Technology (NYSE: QIHU) for $1.4 billion.

A spokesperson for Baidu declined comment on the rumor. A Sohu spokesperson ...

Autodesk to Acquire Tinkercad

Charles Gross — Sat, 18 May 2013 23:58:43 +0000

Autodesk,
Inc. (NASDAQ: ADSK) has signed a definitive agreement to acquire
Tinkercad, an easy-to-use browser-based 3D design tool. The addition of
Tinkercad to Autodesk will help broaden the popular Autodesk 123D
...