Notable Mergers and Acquisitions of the Day 6/4: INTC/WIND, COWN, GD/AXYS

June 4, 2009 9:46 AM EDT

• Intel Corporation (Nasdaq: INTC) has entered into a definitive agreement to acquire Wind River Systems Inc (Nasdaq: WIND) under which Intel will acquire all outstanding Wind River common stock for $11.50 per share in cash, or approximately $884 million in the aggregate.
  
  Shares of Wind River closed at $8 per share yesterday.
  
  The acquisition will deliver to Intel robust software capabilities in embedded systems and mobile devices, both important growth areas for the company.
  
  The board of directors of Wind River has unanimously approved the transaction. It is expected to close this summer, subject to certain regulatory approvals and other conditions specified in the definitive agreement.
  
  
• Hedge fund Ramius LLC and investment bank Cowen Group, Inc. (Nasdaq: COWN) signed an agreement to combine.
  
  Under the terms of the agreement, Ramius and an affiliate of a third party investor in Ramius will receive 37.54 million and 2.71 million shares, respectively, of Cowen common stock, representing 71.24 percent of the new company on a fully diluted basis. Cowen shareholders will own approximately 28.76 percent of the new company. The exchange ratio was determined based on the relative book values of Ramius and Cowen as of December 31, 2008. As of March 31, 2009, the new company would have had
  a combined book value of over $450 million, including investible assets and cash of approximately $380 million, and minimal debt.
  
  The new company will retain the Cowen Group, Inc. name and its shares are expected to continue to trade on NASDAQ under the ticker symbol "COWN" upon consummation of the transaction.
  
  Ramius is a privately-owned global alternative investment firm with approximately $7.7 billion of assets under management invested across a range of alternative investment vehicles.
  
  Cowen is an established provider of investment banking, equity research, sales and trading and alternative asset management services to companies and institutional investor clients.
  
  
• General Dynamics Advanced Information Systems, a business unit of General Dynamics (NYSE: GD), has entered into a definitive agreement to acquire Axsys Technologies, Inc., (Nasdaq: AXYS) for $54 per share of Axsys Technologies' outstanding common stock. The cost of the transaction would be $643 million.
  
  The proposed acquisition, which has been approved by the boards of directors of Axsys Technologies and General Dynamics, would be earnings-neutral in 2009 and accretive to General Dynamics' earnings thereafter. The transaction is subject to normal regulatory approvals as well as approval by Axsys Technologies' shareholders, and is expected to close during the third quarter of the year.

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

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• Ramius Capital
• Notable Mergers and Acquisitions
• Cowen & Co
• Hedge Funds

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