Notable Mergers and Acquisitions of the Day 5/12: ANR/FCL, CATT/XXIA

May 12, 2009 10:18 AM EDT

• Alpha Natural Resources, Inc. (NYSE: ANR) and Foundation Coal Holdings, Inc. (NYSE: FCL) signed a definitive agreement under which the two companies will merge in an all-stock transaction, creating one of America's foremost coal producers.
  
  Under the terms of the definitive merger agreement, Foundation stockholders will receive 1.084 shares of the new company for each share of Foundation, and each share of Alpha will automatically become one share of the combined company. Based on the closing price of Alpha on May 8, 2009, consideration received by Foundation stockholders was valued at $32.73 per share. This will result in Foundation stockholders owning approximately 41 percent and Alpha stockholders owning approximately 59 percent of the new company on a fully diluted basis.
  
  The combined company would have an equity market capitalization of $3.5 billion and enterprise value of $4.0 billion as of today's announcement.
  
  The combined company will be the third-largest coal producer in the U.S., with 2008 pro forma revenues of $4.2 billion.
  
  
• Catapult Communications Corporation (NASDAQ: CATT) has signed a definitive agreement with Ixia (NASDAQ: XXIA) under which Ixia will acquire Catapult for $9.25 per share in cash. This represents a 39% premium to the average share price over the three months ended Friday, May 8, 2009. The transaction is valued at approximately $105 million.
  
  The acquisition will be conducted by means of a tender offer for all of the outstanding shares of common stock of Catapult, followed by a second-step merger. The board of directors of Catapult has unanimously recommended that the stockholders of Catapult accept the offer, and Richard A. Karp and Nancy Karp have entered into a support agreement to tender their shares, which represent approximately 37% of shares outstanding. The offer, which is expected to commence within the next ten business days, will be subject to customary conditions, including the tender of at least a majority of the shares outstanding on a fully diluted basis and receipt of regulatory approvals. The tender offer is expected to close by the end of June 2009 and the merger is expected to close early in the third quarter.

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