Mergers and Acquisitions

The Hackett Group, Inc. (Nasdaq: HCKT) reports Q3 EPS of $0.03, 1 cent lower than the analyst estimate of $0.04. Revenue for the quarter was $34 million, which compares to the estimate of $35.35 million.

Sees Q4 adj-loss of $0.01 to earnings of $0.03, which compares to the Street estimate of a $0.05 gain.

The company also announced the acquisition of Stamford, Connecticut based Archstone Consulting, LLC. Archstone is a leading strategy, operations and CFO advisory consultancy with primary focus in the consumer goods, retail, manufacturing, pharmaceutical and utility industry sectors.

Cavium Networks (NASDAQ: CAVM) has signed a definitive agreement to acquire MontaVista Software for $50 million, comprised of approximately $16 million in cash and approximately $34 million in Cavium Networks common stock. The deal is expected to close in December 2009.

This acquisition will significantly increase Cavium's software and services revenue, and is expected to be gross margin and non-GAAP earnings accretive in 2010 and beyond.

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United Technologies (NYSE: UTX) nears purchase of GE (NYSE: GE) unit for $1.8 billion

Windstream Corporation (NYSE: WIN) announced today that it has completed its acquisition of D&E Communications, based in Ephrata, Pa., in a transaction valued at approximately $333 million.

D&E Communications shareholders received 0.650 shares of Windstream stock and $5 in cash per each D&E share under terms of the agreement. Windstream issued approximately 9.4 million shares of stock valued at $95 million, based on the company's closing stock price on Nov. 9, 2009, and paid approximately $74 million in cash as part of the transaction. Windstream also assumed estimated net debt of approximately $164 million. Windstream financed the acquisition with existing cash and current capacity on its revolving credit agreement.

Windstream adds highly complementary rural properties in Pennsylvania under the transaction. D&E Communications has approximately 114,000 ILEC access lines and about 46,000 high-speed Internet customers. High-speed Internet service is available to 100 percent of D&E's ILEC lines, nearly half of which can offer speeds up to 10 Mbps.

Windstream estimates the transaction will be accretive to free cash flow in the first full year after expected annual synergies of approximately $25 million in operating expenses and capital expenditure savings.

VeriChip Corporation (NASDAQ: CHIP) and Steel Vault Corporation (OTCBB: SVUL) announced that VeriChip has completed its acquisition of Steel Vault to provide unique health and security identification tools to protect consumers and businesses. In conjunction with the merger, VeriChip has changed its name to PositiveID.

Under terms of the agreement and plan of reorganization, Steel Vault stockholders will receive 0.5 shares of VeriChip common stock for every share of Steel Vault common stock held. The outstanding stock options and warrants of Steel Vault will also be converted at the same ratio. No fractional shares of VeriChip common stock will be issued in connection with the proposed merger. Instead, VeriChip will make a cash payment to each Steel Vault stockholder who would otherwise receive a fractional share. This merger is a stock-for-stock transaction, and is expected to be a tax free exchange.

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