Notable Mergers and Acquisitions of the Day 5/7: PEP, CVC, CVO/NSHA, MENT/LGVN

May 7, 2009 10:21 AM EDT

• PepsiAmericas, Inc. (NYSE: PAS) informed PepsiCo (NYSE: PEP) that its Board of Directors, based on the recommendation of the Transactions Committee, comprised of all eight independent directors as defined by the shareholder agreement with PepsiCo, has unanimously determined that PepsiCo’s non-binding proposal to acquire all of the outstanding shares of PepsiAmericas’ common stock that are not already owned by PepsiCo for $11.64 in cash and 0.223 shares of PepsiCo common stock per PepsiAmericas Common Share is not acceptable and is not in the best interest of the Company’s shareholders.
  
  
• Cablevision (NYSE: CVC) has indicated that it will explore the possible spinoff of its Madison Square Garden unit. More to come.
  
  
• Cenveo, Inc. (NYSE: CVO) signed a definitive merger agreement pursuant to which Cenveo will acquire all of the common shares of Nashua Corporation (Nasdaq: NSHA) in a stock and cash transaction valued at approximately $44.4 million including the assumption of Nashua debt.
  
  Under the terms of the definitive agreement, each share of common stock of Nashua will be converted into the right to receive (i) $0.75 per share in cash and (ii) $6.13 per share in Cenveo common stock, provided, that in no event will a Nashua share be exchanged for less than 1.168 of a Cenveo share or more than 1.635 of a Cenveo share. Based on the closing price of Cenveo's common stock on May 6, 2009, the last trading day prior to the announcement, the total consideration is valued at $6.88 per Nashua share, with an implied consideration mix of approximately 89% in stock and 11% in cash.
  
  
• Mentor Graphics Corporation (NASDAQ: MENT) and LogicVision, Inc. (NASDAQ: LGVN) today announced the two companies have signed a definitive merger agreement pursuant to which Mentor Graphics will acquire LogicVision. Under the terms of the agreement, which was approved by the boards of directors of both companies, LogicVision stockholders will receive 0.2006 of a share of Mentor Graphics common stock for each share of LogicVision, for aggregate consideration of approximately $13 million dollars (as of May 7, 2009).
  
  Under the terms of the merger agreement, the transaction is expected to be tax-free to the stockholders of LogicVision for U.S. federal income tax purposes. The transaction has been structured as a stock-for-stock reverse triangular merger whereby a wholly owned subsidiary of Mentor Graphics will merge with and into LogicVision, with LogicVision surviving the merger as a wholly owned subsidiary of Mentor Graphics. The transaction is subject to the approval of LogicVision stockholders as well as customary closing conditions (but is not subject to regulatory approvals). The transaction is expected to close during the third calendar quarter of 2009.

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