Notable Mergers and Acquisitions of the Day 6/17: WPI, DNBK/BNV, AGU/CF

June 17, 2009 9:59 AM EDT

• Watson Pharmaceuticals, Inc. (NYSE: WPI) entered into a definitive agreement to acquire privately held Arrow Group for $1.75 billion in cash and stock.
  
  The combination of Watson and Arrow will result in a global pharmaceutical company with over $3 billion in revenue, commercial operations in over 20 countries, and a robust product portfolio and pipeline.
  
  Watson expects the transaction to close in the second half of 2009, and be accretive to cash earnings per share in 2010 before synergies.
  
  Under the terms of the agreement, Watson will acquire Arrow for cash and stock consideration of $1.75 billion. The total consideration will include a cash payment of $1.05 billion, and the issuance of approximately 16.9 million shares of Watson common stock valued at $500 million (based on Watson's trailing 5-day average stock price of $29.51), both paid at closing. The remaining $200 million will be paid in the form of zero-coupon preferred stock redeemable three years after closing of the transaction. Arrow shareholders will also receive additional contingent payments based on sales of the authorized generic version of Lipitor® (atorvastatin).
  
  
• Danvers Bancorp, Inc. (NASDAQ: DNBK) and Beverly National Corporation (AMEX: BNV) today announced the signing of an agreement and plan of merger, pursuant to which Beverly will merge with and into Danvers.
  
  Under the terms of the agreement, Beverly stockholders will receive 1.66 shares of Danvers common stock in exchange for each common share of Beverly. Based on the closing price of Danvers common stock on June 16, 2009, the transaction is valued at approximately $23.04 per share or $61.95 million in the aggregate.
  
  
• Agrium Inc. (NYSE: AGU) announced that RiskMetrics Group (formerly ISS), the leading independent proxy voting and corporate governance advisory firm, has recommended that stockholders of CF Industries Holdings, Inc. (NYSE: CF) tender their shares into Agrium's exchange offer of $40.00 in cash plus one Agrium share per CF share.
  
  Based on Agrium's closing stock price on June 15, 2009, the offer has a current value of $88.20 per CF share and represents a premium of 59 percent to CF's closing price on February 24, 2009, the day before Agrium announced its initial proposal, and 74 percent to the 30-day volume weighted average price through that date.

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