Notable Mergers and Acquisitions of the Day 11/11: BIN/WSII, NCST/SNN, SYK/SURG, LOGI/LifeSize

November 11, 2009 10:22 AM EST

• IESI-BFC Ltd. (NYSE: BIN) and Waste Services, Inc. (NASDAQ: WSII) today announced that their respective boards of directors have each approved a definitive merger agreement that establishes North America's third largest solid waste management company with expected pro forma annual revenues of nearly $1.5 billion. The combined company, to be headquartered in Toronto, will have more than 6,000 employees serving commercial, industrial and residential customers in 11 U.S. states and the District of Columbia, and in six Canadian provinces. The transaction, which is expected to close during the first calendar quarter of 2010, is expected to generate $25-$30 million in net pre-tax annual run rate synergies by the end of the second year following closing, and to be accretive to IESI-BFC's earnings and free cash flow per share in the first year following closing.
  
  Under the terms of the agreement:
  • IESI-BFC will issue 27.8 million common shares to WSI shareholders, representing approximately 23% ownership in the combined company, assuming conversion of IESI-BFC's Participating Preferred Shares.
    
    
  • The exchange ratio is 0.5833 common shares of IESI-BFC for each WSI common share held.
  Based on the closing stock prices of both companies on Tuesday, November 10, 2009, this represents a premium of approximately 27% over the volume weighted average closing price of WSI's shares for the previous 30 trading days of $6.10. This premium reflects a fully-diluted share count for WSI at closing of 47,660,982, which includes restricted share units vesting on change of control, as well as in-the-money options.
  
  
• NUCRYST Pharmaceuticals Corp. (NASDAQ: NCST) announced today the execution of a definitive agreement with subsidiaries of Smith & Nephew plc. (NYSE: SNN) for the sale to Smith & Nephew of substantially all of Nucryst's operations and assets including all rights to its proprietary nanocrystalline silver technology for cash consideration of $21 million plus the value of working capital and subject to certain adjustments. The closing of the Sale Transaction is subject to customary conditions including the approval of Nucryst shareholders.
  
  Nucryst also entered into an amalgamation agreement with The Westaim Corporation, which currently owns approximately 75% of Nucryst's outstanding common shares. Under the amalgamation agreement, Nucryst will amalgamate with a newly formed subsidiary of Westaim to form Amalco and Nucryst shareholders other than Westaim will receive one redeemable preferred share in the capital of Amalco, which share will be redeemed for $1.77 in cash upon the completion of the Amalgamation. Completion of the Amalgamation is subject to certain conditions including closing of the Sale Transaction and the approval of Nucryst shareholders. Following the completion of the Amalgamation, Nucryst intends to delist from the TSX and NASDAQ stock exchanges.
  
  The board of directors of Nucryst engaged KPMG Corporate Finance Inc. to provide a fairness opinion regarding the Sale Transaction and an independent valuation of Nucryst for the purpose of the Amalgamation, in accordance with Multilateral Instrument 61-101. Specifically, KPMG Corporate Finance Inc. has opined that the consideration offered in the S&N Agreement is fair, from a financial point of view, to Nucryst. In addition, the valuation prepared by KPMG Corporate Finance Inc. provides a valuation range of $1.72 to $1.82 per common share, subject to certain assumptions.
  
  The board of directors of Nucryst unanimously determined that the Sale Transaction is in the best interests of Nucryst and is fair, from a financial point of view, to Nucryst and that the value proposed to the minority shareholders of Nucryst under the amalgamation agreement is fair, from a financial point of view, to the common shareholders of Nucryst (other than Westaim). In light of these conclusions, the Nucryst board of directors unanimously determined to enter into the S&N Agreement and the amalgamation agreement and to recommend that Nucryst shareholders vote in favor of the resolutions authorizing the Sale Transaction and the Amalgamation.
  
  Closing under the S&N Agreement and completion of the Amalgamation is conditional upon, among other things, approval of the shareholders of Nucryst at a special meeting called for such purpose. The Sale Transaction and the Amalgamation will each separately be proposed to shareholders for consideration. The Sale Transaction requires the approval of more than two thirds of the votes cast at the meeting and Westaim has entered into a support agreement with Smith & Nephew under which it will vote in favor of the S&N Agreement, subject to certain limited exceptions applicable where a financially superior proposal has been made. The Amalgamation requires both the approval of more than two thirds of the votes cast at the meeting and, pursuant to Multilateral Instrument 61-101, the approval of a simple majority of shareholders other than the directors and officers of Westaim. If the Sale Transaction is approved by shareholders and other conditions to closing are satisfied, the transaction will proceed, irrespective of whether the Amalgamation is approved. The S&N Agreement includes a non-solicitation covenant on the part of Nucryst, subject to a customary "fiduciary out" provision, the right of Smith & Nephew to match any financially superior proposal and the payment of a $1.0 million termination fee by Nucryst to Smith & Nephew in certain circumstances. Details regarding the S&N Agreement and the amalgamation agreement will be included in Nucryst's management information circular which is expected to be mailed to shareholders in late November, 2009 for a shareholders meeting to be held in December, 2009.
  
  
• Stryker Corporation (NYSE: SYK) has acquired OtisMed Corporation, a privately held, software technology firm. OtisMed will focus on customizable instrumentation that has the potential to complement the many benefits that surgeons and patients realize from Stryker's Triathlon Knee System, as well as other Stryker implants. OtisMed will operate as part of Stryker's Orthopaedics Division and remain located in Alameda, California.
  
  In addition, Stryker announced it has entered into definitive agreements with Mutoh Co., Ltd., a Japanese company, and certain of its affiliates, and Synergetics USA, Inc. (NASDAQ: SURG) to acquire assets used to produce the Sonopet Ultrasonic Aspirator control consoles, hand pieces and accessories as well as the worldwide rights to market and sell these products. The closing of these combined transactions is anticipated to occur prior to December 31, 2009, subject to agreed upon conditions. These products will be incorporated into Stryker's Instruments Division which is headquartered in Kalamazoo, Michigan.
  
  The terms of these two combined transactions include $67 million in upfront payments as well as potential future milestone and royalty payments of up to an additional $36 million.
  
  
• Logitech International (Nasdaq: LOGI) announced that it has agreed to acquire privately held LifeSize Communications of Austin, Texas for $405 million in cash.
  
  LifeSize is a global leader in high definition (HD) video communication solutions, with more than 9,000 video conferencing customers across 80 countries in large enterprises, small-to-medium businesses (SMBs) and public healthcare, education and government organizations.

To see all the Mergers & Acquisitions for today in real-time go to http://www.streetinsider.com/Mergers+and+Acquisitions

Related Categories

Special Reports

Stocks Mentioned

Related Entities

• UBS
• Notable Mergers and Acquisitions

Add Your Comment

Name

Subject

Body

Verification can't see the text?
click here to refresh the image.
what's this?