Notable Mergers and Acquisitions of the Day 6/25: DBRN/TWB, MNOV/AVGN, AA/NE

June 25, 2009 9:49 AM EDT

• Dress Barn, Inc. (NASDAQ: DBRN) and Tween Brands, Inc. (NYSE: TWB) today jointly announced that they have entered into a definitive agreement pursuant to which a subsidiary of Dress Barn, Inc. will merge with Tween Brands, Inc. in a stock-for-stock transaction.
  
  Under the terms of the merger agreement, each share of Tween Brands, Inc. common stock will be exchanged for 0.47 shares of Dress Barn, Inc. common stock. Based on Dress Barn Inc.’s stock price of $13.24 as of June 24, 2009, this consideration would be equivalent to $6.22 per Tween Brands, Inc. share, representing an aggregate equity value of approximately $157 million. This represents a premium of 20% over Tween Brands, Inc.’s closing stock price on June 24, 2009. Upon closing of the transaction, Tween Brands, Inc.’s stockholders are expected to own approximately 16% of Dress Barn, Inc.’s diluted outstanding shares. In connection with the transaction, Tween Brands, Inc.’s outstanding bank debt will be repaid.
  
  Dress Barn, Inc. anticipates that the transaction will be neutral to earnings in the first full year of combined operations and accretive thereafter. On a trailing twelve months basis, the combined company has generated in excess of $2.4 billion in net sales and currently operates 2,465 stores. The transaction, unanimously approved by each of Dress Barn, Inc.’s and Tween Brands, Inc.’s Board of Directors, is expected to close in the fourth quarter of calendar year 2009 and is subject to Tween Brands, Inc. stockholder approval and other customary closing conditions.
  
  Upon completion of the acquisition, Tween Brands, Inc., which operates the Justice retail chain, will operate as a separate subsidiary of Dress Barn, Inc. Its management team, led by Mike Rayden, will continue to manage operations and lead Justice’s future growth. Mike Rayden, currently Chairman and Chief Executive Officer of Tween Brands, Inc., will report directly to David Jaffe.
  
  
• MediciNova, Inc. (Nasdaq: MNOV) and Avigen, Inc. (Nasdaq: AVGN) have confirmed their understanding of certain key terms for a proposed acquisition of Avigen by MediciNova that would combine the companies' broad neurological clinical development programs based on ibudilast.
  
  MediciNova and Avigen currently contemplate that the terms of the merger would provide that Avigen shareholders receive consideration approximating Avigen's net cash liquidation value plus $3 million. Avigen shareholders would be able to elect to receive this consideration in cash at closing or to receive a convertible security by which that cash consideration may be converted into MediciNova stock at a conversion price equal to the greater of $4.00 or a mutually agreeable volume-weighted average price of MediciNova common stock.
  
  Shares of Avigen closed at $1.31 yesterday.
  
  
• Alcoa (NYSE: AA) announced that it has reached an agreement with Noble Corporation (NYSE: NE) to buy Noble's intellectual property pertaining to welded aluminum risers used in offshore oil and gas exploration and development.
  
  Noble, a leading drilling contractor, designs and deploys welded aluminum riser systems using Alcoa's advanced extrusions and forgings, including the same highly engineered alloys used by the aerospace industry. Advances in metallurgy and joining technology have made aluminum risers more durable and corrosion resistant. This acquisition enables Alcoa to partner with manufacturers in the oil and gas industry to develop lightweight welded aluminum risers for deepwater applications.
  
  "We see this acquisition as a unique growth opportunity for Alcoa. Lightweight and strength are attracting customers to aluminum risers. We are moving ahead in the value chain, leveraging our aluminum alloy and structural technology to provide innovative solutions to the oil and gas industry," said Mary Zappone, President, Alcoa Oil & Gas.
  
  In addition to the welded aluminum risers, Alcoa is also developing aluminum solutions capable of reducing the weight of a conventional drill ship, platform or other structure, allowing the industry to reach reserves previously thought economically unviable.

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

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