Notable Mergers and Acquisitions of the Day 6/19: VLO, SWHC, AXAS

June 19, 2009 9:45 AM EDT

• Valero Energy Corporation (NYSE: VLO) announced that the company does not expect to acquire The Dow Chemical Company's (NYSE: DOW) 45% interest in the Total Raffinaderij Nederland N.V. (TRN). Dow has informed the company that Total S.A. (NYSE: TOT) has given official notice that it intends to exercise its right-of-first refusal as the refinery operator and owner of the remaining 55% interest in TRN. Valero had previously announced the agreement to acquire Dow's interest in TRN on May 20, subject to regulatory approval and the right-of-first refusal held by Total.
  
  "Total's action clearly confirms our assessment that the TRN refinery is a world-class facility and our purchase price was attractive," said Valero Chairman and Chief Executive Officer Bill Klesse. "Although we are disappointed about this result, we will continue to seek opportunities to acquire high-quality assets at attractive prices."
  
  
• Smith & Wesson Holding Corporation (Nasdaq: SWHC) announced that it has entered into a definitive agreement to acquire Universal Safety Response, Inc. (USR), a privately held, full-service security systems solutions provider, for up to 9.7 million shares of common stock and up to $26.2 million in cash.
  
  
• Abraxas Petroleum Corporation (NASDAQ: AXAS) and Abraxas Energy Partners, L.P. are pleased to announce that they have entered into a letter of intent with the holders of 96% of the common units of Abraxas Energy not held by a wholly-owned subsidiary of Abraxas Petroleum, pursuant to which Abraxas Energy will merge into Abraxas Petroleum.
  
  The letter of intent provides for Abraxas Petroleum to acquire the outstanding common units of Abraxas Energy not currently held by a wholly-owned subsidiary of Abraxas Petroleum for $6.00 per common unit payable in shares of Abraxas Petroleum common stock. The number of shares of Abraxas Petroleum common stock will range from 4.25 to 6.00 per common unit of Abraxas Energy. The share range equates to $1.00 to $1.41 per share of Abraxas Petroleum and will be determined based on the 20-day trading average prior to a special meeting of Abraxas Petroleum stockholders. The letter of intent provides for a 90-day lock-up period followed by a multi-year staggered lock-up period. The letter of intent also provides for a standstill by the private investors on their rights under the existing exchange and registration rights agreement and a standstill by Abraxas Energy on its initial public offering.
  
  The transaction is subject to entry into a definitive merger agreement and a voting, registration rights and lock-up agreement, negotiation of a new credit facility, approval by the Abraxas Petroleum board of directors, the Abraxas Energy board of directors, the holders of a majority of the outstanding Abraxas Petroleum common stock and 80% of the outstanding Abraxas Energy common units, and other usual and customary closing conditions.

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