Notable Mergers and Acquisitions 8/18: (TMO)/(ILMN) (UBSI)/(CFNL) (SEMI) (BWXT) (RTRX)/(RPTP)
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*** United Bankshares, Inc. (Nasdaq: UBSI) Chairman and Chief Executive Officer, Richard M. Adams, announced the signing of a definitive merger agreement with Cardinal Financial Corporation (“Cardinal”) (NASDAQ: CFNL), a publicly traded financial services holding company headquartered in Tysons Corner, Virginia. This will mark the 31st acquisition of the current administration and the tenth acquisition for United in the D.C. Metro region, one of the most attractive financial markets in the country.
Cardinal, with $4.2 billion in assets, provides banking services through its subsidiary bank, Cardinal Bank, which has a network of 30 branches throughout Virginia, Maryland and Washington, D.C. In addition, Cardinal operates George Mason Mortgage, LLC, a residential mortgage lending subsidiary, and Cardinal Wealth Services, Inc., a wealth management services subsidiary. Upon completion of the merger, United’s assets will grow to approximately $20 billion with a projected market capitalization of approximately $3.9 billion based on United’s closing price on August 16, 2016. Based upon this projected market capitalization, United would be the 32nd largest banking company in the country.
Cardinal Bank will merge into United Bank, United’s Virginia chartered bank, the largest community bank headquartered in the D.C. Metro region. Upon completion of the merger, United Bank will have assets of approximately $14.4 billion and will continue to have the # 1 deposit market share among community banks in the Washington, D.C. Metropolitan Statistical Area (MSA).
United will acquire 100% of the outstanding shares of Cardinal in exchange for common shares of United. The exchange ratio will be fixed at 0.71 of United's shares for each share of Cardinal. The aggregate consideration of the transaction is approximately $912 million based on Cardinal’s common shares outstanding of 32.5 million and options outstanding of 1.02 million. The announced price represents 2.24 times Cardinal’s tangible book value at June 30, 2016.
The transaction was unanimously approved by United’s and Cardinal’s Boards of Directors and is expected to close mid-2017, pending regulatory approval and United and Cardinal shareholder approval.
Adams stated, “Cardinal is one of the most successful community banks in the country and has a significant presence in one of the best markets in the USA. This merger aligns perfectly with our long-standing commitment to growth in the D.C. Metro area. Both companies have strong ties to the local community, and share the goal of building meaningful relationships with the individuals, businesses, and organizations that contribute to its prosperity. By uniting, we reinforce our position as the largest locally headquartered community bank.”
Bernard H. Clineburg, Executive Chairman of Cardinal stated, “We are pleased Cardinal found a like-minded partner to further our growth in Northern Virginia, the District of Columbia, and Maryland. United brings to the table the capacity to meet the sophisticated needs of our customers, while at the same time staying true to our commitment to the communities we serve. In addition, the transaction will add tremendous value for our shareholders." It is expected that Mr. Clineburg will join United’s Board of Directors at the time of the merger.
United currently has $14.3 billion in assets and 129 full-service offices in Washington, D.C., Virginia, Maryland, Ohio, Pennsylvania, and West Virginia.
Keefe, Bruyette & Woods, Inc. served as financial advisor and Bowles Rice LLP provided legal counsel to United.
Sandler O’Neill & Partners, L.P. served as financial advisor and LeClairRyan, A Professional Corporation served as legal counsel to Cardinal.
*** GlobalWafers Co., Ltd. and SunEdison Semiconductor Limited (Nasdaq: SEMI), both leaders in the manufacture and sale of silicon wafers to the semiconductor industry, announced that they have entered into a definitive agreement for the acquisition by GlobalWafers, through a wholly owned subsidiary, of all of the outstanding ordinary shares of SunEdison Semiconductor in a transaction valued at US$683 million, including SunEdison Semiconductor outstanding net indebtedness. Under the terms of the agreement, SunEdison Semiconductor shareholders will receive US$12.00 per share in cash for each ordinary share held, representing a 78.6% premium to the average closing price of SunEdison Semiconductor’s common stock for the 30 trading days prior to this announcement and a 44.9% premium to the closing price of SunEdison Semiconductor’s ordinary shares as of August 17, 2016, the last trading day prior to this announcement. The transaction has been unanimously approved by both GlobalWafers’ and SunEdison Semiconductor’s boards of directors.
The transaction will be structured as a scheme of arrangement under Singapore law, and is subject to the approval of the shareholders of SunEdison Semiconductor, as well as other customary conditions including approvals from relevant regulatory authorities and the High Court of the Republic of Singapore. SunEdison Semiconductor has requested and obtained a waiver from the Securities Industry Council of Singapore of the application of the Singapore Code on Take-overs and Mergers to the scheme of arrangement.
“We are very excited by this transaction,” said Doris Hsu, Chairperson and CEO of GlobalWafers. “We believe this combination is unique in that it merges two of the market’s key suppliers with minimal overlap in customers, products and production capacities. The combined company will bring together GlobalWafers’ unparalleled operating model and market strengths with SunEdison Semiconductor’s expansive global footprint and product development capabilities. We will remain focused on our customers and will strengthen and build on our product offerings to deliver even greater value to our customers and shareholders,” Hsu concluded.
“We are pleased to have reached an agreement that delivers a significant premium to our shareholders,” said Shaker Sadasivam, President and Chief Executive Officer of SunEdison Semiconductor. “We believe this transaction is in the best interest of our company. We look forward to a smooth process to facilitate an efficient closing, which we hope can occur before the end of the year.”
GlobalWafers will finance the transaction, including payment of the purchase price and payment of SunEdison Semiconductor’s debt facilities at closing, through existing cash on hand and committed acquisition financing from the Bank of Taiwan, Hua Nan Commercial Bank, Mega International Bank, Taipei Fubon Bank, and Taishin International Bank.
GlobalWafers expects a number of strategic and operational benefits from this transaction, including:
- Meaningful expansion of GlobalWafers’ production capabilities
- Greater breadth in GlobalWafers’ product and global customer base, including greater access to the E.U. and Korea, as well as SOI product technologies
- Significant increase in GlobalWafers’ financial scale
Nomura Securities is acting as sole financial advisor to GlobalWafers, and White & Case LLP is acting as legal advisor to GlobalWafers. Barclays is acting as financial advisor to SunEdison Semiconductor, and Bryan Cave LLP and Rajah & Tann Singapore LLP are acting as legal advisors to SunEdison Semiconductor. Australia and New Zealand Banking Group Limited is acting as independent financial advisor to the directors of SunEdison Semiconductor with respect to the scheme of arrangement under Singapore law.
*** BWX Technologies, Inc. (NYSE: BWXT) announced that its subsidiary BWXT Canada Ltd. (BWXT Canada) has entered into a share purchase agreement to acquire all of the shares of the GE Hitachi Nuclear Energy Canada Inc. (GEH-C) joint venture.
The terms of the transaction are not being disclosed. The transaction is expected to be completed, subject to required Canadian regulatory reviews and other closing conditions, during the fourth quarter of 2016. This acquisition roughly doubles BWXT’s footprint in Canada and signals a long-term strategic commitment to the attractive CANDU® nuclear power segment and the attendant growth opportunities related to plant life extensions. The transaction is expected to be accretive within the first year and to favorably impact margins in the Nuclear Energy Segment.
GEH-C, a Canadian company, is a leading supplier of fuel, fuel handling systems, delivery systems and replacement components for CANDU® reactors. GEH-C employs approximately 350 employees and operates three sites in the Province of Ontario, including Peterborough, Toronto and Arnprior.
Following the completion of the transaction, GEH-C would maintain its headquarters in Peterborough, Ontario and its activities would be operated as part of BWXT Canada’s overall commercial nuclear business. John MacQuarrie, BWXT Canada’s President, will lead the combined organization and Mark Ward, GEH-C’s current President, is expected to remain a member of the leadership team.
“Upon successful closing, this acquisition would substantially enhance BWXT Canada’s current commercial nuclear product and service portfolio and allow us to service our customers with a more comprehensive suite of solutions,” said MacQuarrie. “The acquisition of GEH-C demonstrates BWXT Canada’s focused strategy to leverage its technology-based competencies in offering new products and services for existing customers. We look forward to the opportunity to welcome the talented employees of GEH-C to BWXT Canada.”
Raptor has also attracted interest from other drugmakers, the report said.
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