Notable Mergers and Acquisitions of the Day 6/10: Fiat/Chrysler, SONO/CDIC, IPCR/VR, SNI, AUY

June 10, 2009 9:54 AM EDT

• Fiat completes purchase of Chrysler assets. More to come later.
  
  
• SonoSite, Inc. (Nasdaq: SONO) today announced that it has reached an agreement to acquire CardioDynamics International Corporation (Nasdaq: CDIC). Under the terms of the agreement, SonoSite will acquire CardioDynamics in exchange for $1.35 per share in cash. The aggregate transaction value will be approximately $10.0 million, or $12.3 million net of cash and debt.
  
  CardioDynamics reported revenues of $24.5 million in 2008. Its impedance cardiography product line provides non-invasive assessment of cardiac output and other hemodynamic parameters in the physician's office, outpatient clinic or hospital. This information allows physicians to assess and diagnose underlying cardiovascular disorders, customize and target treatment, monitor the effectiveness of prescribed medications and identify potential complications. The company's latest generation product, the BioZ(R) Dx system, integrates ICG with electrocardiography, providing the ability to assess both mechanical and electrical cardiovascular function.
  
  "The acquisition of CardioDynamics is part of a strategic initiative that moves SonoSite forward toward our long-stated goal of adding clinical value and reducing healthcare system costs in cardiovascular disease management. CardioDynamics is the platform we will build upon to achieve this goal," said Kevin M. Goodwin, SonoSite President and CEO.
  
  Mr. Goodwin continued, "CardioDynamics offers non-invasive, cost saving products and technology. Current products, as well as those in the pipeline, represent attractive innovation opportunities for point-of-care medicine. In addition, CardioDynamics has established a solid direct sales channel in the U.S. with 38 sales representatives calling on cardiologists, internal medicine and family medicine practitioners, primarily in physician office settings. We believe we can leverage this channel to build on our existing footprint in point-of-care markets."
  
  "This milestone event is an important acknowledgement of the value that CardioDynamics has produced in creating a new technology for the assessment of cardiovascular disease," said Michael K. Perry, CEO of CardioDynamics. "We are pleased to join with an industry leader in point-of-care medicine who shares our vision of creating non-invasive technologies that improve outcomes and reduce the cost of patient care. The expanded platform that the combination with SonoSite provides will benefit our customers, employees and shareholders."
  
  The acquisition is conditioned upon approval by CardioDynamics' shareholders as well as the satisfaction of other customary conditions. Approval by SonoSite's shareholders is not required. The transaction is expected to close in the third quarter of 2009.
  
  With shares of CardioDynamics closing at $0.78 today, the offer represents a 73% premium.
  
  
• IPC Holdings, Ltd. (Nasdaq: IPCR) announced today that its Board of Directors has concluded that the amended amalgamation proposal announced by Validus Holdings, Ltd. (NYSE: VR) on June 8, 2009, which continues to be at a significant discount to IPC's book value and represents a mere $0.12 increase above Validus' previous offer, is not in the best interests of IPC and its shareholders as a whole and does not constitute a superior proposal. Click here to see the full report, including comments from IPC's Chairman.
  
  
• Scripps Networks Interactive Inc. (NYSE: SNI) is seeking a buyer for uSwitch, the United Kingdom's leading online energy price comparison and switching service.
  
  "Our objective is to find a buyer who fully appreciates the value of the powerful uSwitch brand and its market-leading position for energy switching in the United Kingdom," said Joseph G. NeCastro, executive vice president and chief financial officer for Scripps Networks Interactive. NeCastro has operational responsibility for the company's Interactive Services business segment, which includes uSwitch.
  
  "While we believe firmly in the vitality of the business, we've concluded that uSwitch and its future might be better served if it were part of another company that could add more direct value to a services comparison business," NeCastro said. "Further, the success our team at uSwitch has had positioning its energy-switching business for future growth makes this precisely the right time to pursue a transaction."
  
  Scripps Networks Interactive has engaged the investment banking firm of Allen & Company to assist in its search for a qualified buyer for uSwitch.
  
  No timetable for completion of a transaction has been established.
  
  
• Yamana Gold (NYSE: AUY) today announced that it has signed an agreement with Aura Minerals Inc. under which Aura would purchase three of Yamana's non-core operating mines - the San Andres Mine in Honduras and the Sao Francisco and Sao Vicente Mines each located in Brazil.
  
  Aura will acquire the San Andres Mine in Honduras and the Sao Francisco and Sao Vicente Mines in Brazil for an aggregate initial purchase price of approximately US$200 million, including approximately US$90 million in cash, US$70 million in deferred cash payments and US$40 million in Aura common shares. The transaction will close in two parts in order to accommodate jurisdiction-related regulatory requirements. The first part which relates to the sale of San Andres is expected to close on July 23, 2009 at which time Yamana will receive total consideration of approximately US$74 million. The second part which relates to the sale of Sao Francisco and Sao Vicente is expected to close by year-end.
  
  In addition, Yamana will retain a contingent cash flow-based royalty on San Andres, Sao Francisco and Sao Vicente that will provide additional payments to Yamana of up to US$40 million, which it fully expects to receive with payments beginning as early as 2012.
  
  The Aura common shares to be issued to Yamana as partial consideration for the purchase of the three mines will be issued at C$0.40 per share, and Yamana will maintain a meaningful share holding in Aura. The San Andres, Sao Francisco and Sao Vicente Mines are three solid operations and Yamana is confident that under the capable management by Aura, these operations will deliver considerable further value for all shareholders.
  
  The transaction is subject to customary closing conditions including definitive documentation and completion of a financing by Aura to fund the cash portion of the purchase price.

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

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• Chrysler LLC
• Notable Mergers and Acquisitions

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