Notable Mergers and Acquisitions 10/28: (ORCL)/(N) (AFSI) (XPO)
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“The Special Committee of the Board of Directors of Oracle received a letter from T. Rowe Price Associates, Inc. (“T. Rowe Price”) on October 27, 2016, stating that T. Rowe Price is willing to support a transaction in which Oracle offers $133.00 per share for NetSuite’s Shares. Oracle reiterates that its current offer price of $109.00 per Share in cash represents Oracle’s best and final offer. The final expiration date of Oracle’s tender offer for the acquisition of NetSuite is 12:00 midnight, Eastern Time, at the end of Friday, November 4, 2016. In the event that a majority of NetSuite’s unaffiliated shareholders do not tender sufficient shares to reach the Unaffiliated Tender Condition, Oracle will respect the will of NetSuite’s unaffiliated stockholders and terminate its proposed acquisition of NetSuite. The letter from T. Rowe Price is filed as Exhibit (a)(5)(G) of the Schedule TO and is incorporated herein by reference.”
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*** AmTrust Financial Services, Inc. (Nasdaq: AFSI) announced that the Company has entered into an agreement to acquire AmeriHealth Casualty Insurance Company (“AmeriHealth Casualty”) from Independence Health Group, Inc. (“IHG”) for approximately $90 million in cash. The transaction is to be funded with existing working capital. In 2015, AmeriHealth Casualty generated gross written premium of approximately $116 million. Pending regulatory approval, the transaction is expected to close during the fourth quarter of 2016.
“We look forward to welcoming AmeriHealth Casualty to the AmTrust group of commercial property and casualty companies. With the addition of AmeriHealth Casualty’s operations serving small-to-medium-sized businesses and municipalities, we will expand our presence as one of the largest workers’ compensation carriers in Pennsylvania and New Jersey,” said Barry Zyskind, Chairman, President and CEO AmTrust Financial Services, Inc. “AmeriHealth Casualty will bring a strong leadership team and solid book of business. We expect to continue to deliver a high standard of workers’ compensation coverage.”
IHG will retain CompServices, Inc. (CompServices), its third party administrator for workers' compensation business. CompServices will provide TPA services to its self-insured customers as well as to AmTrust, in accordance with the terms of this transaction.
AmeriHealth Casualty provides fully insured workers’ compensation insurance operating primarily in Pennsylvania and New Jersey.
*** XPO Logistics, Inc. (NYSE: XPO) announced that it has completed the sale of its truckload business to TransForce Inc. (TSX: TFI) for approximately $558 million in cash, subject to customary adjustments. XPO will use the proceeds from the transaction to pay down debt.
The divested truckload operation encompasses approximately 3,000 tractors, 7,500 trailers and 29 locations that were part of the October 2015 acquisition of Con-way Inc. XPO will continue to offer full truckload services to customers in the United States, Mexico and Canada through its extensive brokerage network. XPO is the second largest freight brokerage provider in the world.
Bradley Jacobs, chairman and chief executive officer of XPO Logistics, said, "TransForce is getting the 19th largest asset-based truckload carrier in the U.S., a highly experienced workforce, and a presence in the cross-border Mexico freight corridor. We divested these assets to concentrate on growing our value to customers in the areas where we're leaders in the industry: contract logistics, truck brokerage, less-than-truckload, last mile, intermodal, drayage, expedite and managed transportation."
Jacobs continued: "This transaction strengthens our balance sheet and improves our long-term growth profile. In addition to deleveraging, the sale reduces our annual capex requirements, increases our return on capital, and lessens the cyclicality of our operations."
The divested operations, which have been reported as part of XPO's Transportation segment, were expected to generate approximately $10 million of operating income for the remaining two months of 2016, and depreciation and amortization of approximately $10 million. The company will update its financial targets to reflect the transaction when it reports its third quarter results on November 2, 2016.
J.P. Morgan served as financial advisor to XPO Logistics, and Scudder Law Firm, P.C. acted as legal advisor.
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