Notable Merger and Acquisition of the Day 2/16: [(COP) (JNGW) (AEA)]

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COP Hot Sheet

Overall Analyst Rating:
NEUTRAL (= Flat)

Dividend Yield: 5.2%
EPS Growth %: +11.0%

ConocoPhillips (NYSE: COP) today announced that, as part of its ongoing strategy to create shareholder value, it has entered into an agreement to sell its Vietnam business unit for a total of $1.29 billion plus customary working capital adjustments.

ConocoPhillips has entered into definitive agreements with a subsidiary of Perenco to sell its three wholly-owned subsidiaries that separately hold its 23.25 percent participating interest in Block 15-1, 36 percent participating interest in Block 15-2, and 16.3 percent participating interest in Nam Con Son Pipeline. The transaction is anticipated to close in the first half of 2012.
Jingwei International Limited (NASDAQ: JNGW) today announced its intent to accept a "going private" proposal proposed by Mr. George (Jianguo) Du, Chairman and CEO of the Company, and cease its public company status.

A special committee of the company's board of directors, comprised of independent directors, has recommended, and the board of directors has approved, plans to voluntarily delist the common shares from the NASDAQ Global Market and cease the registration of the Company's common shares with the Securities and Exchange Commission.

In order to ensure that it will be eligible to deregister its common shares, in accordance with SEC rules and regulations, Jingwei will reduce its number of record shareholders to below 300. To accomplish this, the special committee of the board recommended, and the board of directors approved, an amendment to the Company's articles of incorporation to effect a 1-for-20,000 reverse stock split whereby each 20,000 outstanding shares of Jingwei common shares will be converted into one whole share and, in lieu of us issuing fractional shares to shareholders owning less than 20,000 pre-reverse stock split shares, Jingwei will pay cash equal to $2.20 multiplied by the number of pre-reverse stock split shares held by such shareholder. Immediately following the reverse stock split, the Company will file a second amendment to its articles of incorporation to effect a 20,000-for-1 forward stock split. As a result, shareholders owning 20,000 or more common shares at the time of the reverse split will retain their current numbers of common shares without change and not receive cash in the transaction. The funding for the cash payment for the fractional shares described above will be provided by the company's largest shareholder, George (Jianguo) Du, Chairman and CEO of the Company. Following the funding of the amount required to cash-out fractional shares and in consideration of Mr. Du assuming Jingwei's obligation to cash-out fractional shares, Jingwei will issue Mr. Du a number of common shares equal to the amount he funded divided by $2.20 (rounded to the nearest whole share).
Advance America, Cash Advance Centers, Inc. (NYSE: AEA) and Grupo Elektra, S.A.B. de C.V. announced that Advance America and subsidiaries of Grupo Elektra have entered into a definitive agreement under which Grupo Elektra will acquire control of all of the outstanding shares of Advance America, a leading U.S. short-term lender, for $10.50 per share in cash, representing a 32.7% premium to the Company's closing price of $7.91 on February 15, 2012 . The total transaction value is approximately $780 million, including the Company's outstanding debt as of December 31, 2011.

The transaction is subject to customary closing conditions, including receipt of regulatory approvals and approvals by Advance America stockholders. Advance America stockholders will continue to receive their regular quarterly dividends of $0.0625 per share, if and when declared by its Board of Directors, until the transaction closes. Grupo Elektra and its subsidiaries will finance the transaction with cash on hand together with borrowings.