Notable Mergers and Acquisitions of the Day 11/24: JNJ/OMRI, USB/DSL/PFFB, FNF/LFG, KG/ALO

November 24, 2008 10:18 AM EST

• Johnson & Johnson (NYSE: JNJ) definitive agreement to acquire Omrix Biopharmaceuticals, Inc. (Nasdaq: OMRI) for approximately $438 million in a cash tender offer. Under the terms of the agreement, Johnson & Johnson will commence a tender offer to purchase all outstanding shares of Omrix at $25.00 per share, which is expected to close by the end of December 2008.
  
  
• U.S. Bancorp (NYSE: USB) acquired the banking operations of two separate California financial institutions from the Federal Deposit Insurance Corporation.
  
  The two acquired institutions are Downey Savings & Loan Association, F.A., the primary subsidiary of Downey Financial Corp. (NYSE: DSL), headquartered in Newport Beach, Calif. and PFF Bank & Trust, a subsidiary of PFF Bancorp Inc. (OTCBB: PFFB), headquartered in Rancho Cucamonga, Calif.
  
  Under the terms of these transactions, U.S. Bank will receive approximately $12.8 billion of assets and assume approximately $11.3 billion of liabilities, including $9.7 billion of deposits, of Downey Savings & Loan and will receive approximately $3.7 billion in assets and assume approximately $3.5 billion of liabilities, including $2.4 billion of deposits, of PFF Bank & Trust. As part of the transactions, U.S. Bank has agreed to assume the first $1.5 billion and $0.1 billion of expected losses on the assets of Downey Savings & Loan and PFF Bank & Trust, respectively. Any losses in excess of these amounts will be subject to a loss sharing agreement with the FDIC.
  
  
• Fidelity National Financial (NYSE: FNF) announced the termination of its definitive merger agreement with LandAmerica Financial Group, Inc., pursuant to its contractual due diligence termination right.
  
  
• King Pharmaceuticals, Inc. (NYSE: KG) and Alpharma Inc. (NYSE: ALO) today announced that the two companies have signed a definitive merger agreement under which King will acquire all of the outstanding shares of Class A Common Stock of Alpharma for $37.00 per share in cash for a total equity value of approximately $1.6 billion. The Boards of Directors of both companies have unanimously approved the transaction.
  
  Under the terms of the merger agreement, King's tender offer for all of the outstanding shares of Class A Common Stock of Alpharma, which was scheduled to expire at 5:00 p.m., New York City time, on Friday, November 21, 2008, will be extended and will remain open through 5:00 p.m., New York City time, on Friday, December 19, 2008, unless further extended in accordance with the merger agreement.

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

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