Notable Mergers and Acquisitions 8/26: (RAX)/(APO) (LFUS)/(ON) (GCI)/(TRNC)
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The $32.00 per share cash consideration represents a premium of 38% when compared to Rackspace's unaffected closing stock price on August 3, 2016, the last trading day prior to news reports speculating about a potential transaction. The Rackspace board of directors unanimously approved the agreement with the Apollo Funds and recommends that Rackspace stockholders vote in favor of the transaction.
Graham Weston, co-founder and chairman of the board of Rackspace, commented, "This transaction is the result of diligent analysis and thoughtful strategic deliberations by our board over many months. Our board, with the assistance of independent advisors, determined that this transaction, upon closing, will deliver immediate, significant and certain cash value to our stockholders. We are also excited that this transaction will provide Rackspace with more flexibility to manage the business for long-term growth and enhance our product offerings. We are confident that as a private company, Rackspace will be best positioned to capitalize on our early leadership of the fast-growing managed cloud services industry."
Taylor Rhodes, president and CEO of Rackspace, said, "We are presented with a significant opportunity today as mainstream companies move their computing out of corporate data centers and into multi-cloud models. Apollo and its partners take a patient, value-oriented approach to their funds' investments, and value Rackspace's strategy and unique culture. This is an exciting transaction for Rackspace and we look forward to working closely together."
"We are tremendously excited about the opportunity for our managed funds to acquire Rackspace," said David Sambur, Partner at Apollo. "We have great respect for the company's talented employees and their commitment to deliver expertise and exceptional service for the world's leading cloud platforms. We look forward to working with Taylor and the entire management team and Searchlight to help advance Rackspace's strategy and continue the company's strong heritage of innovation."
The transaction is expected to close in the fourth quarter of this year. The transaction is subject to the conclusion of the applicable antitrust waiting periods in the United States, the European Union and Israel, stockholder approval and other customary closing conditions.
Advisors and Financing Providers
Financing is being provided by Citigroup, Deutsche Bank, Barclays and Royal Bank of Canada. PSP Investments Credit USA LLC has also committed to provide a portion of the financing. Citigroup, Deutsche Bank, Barclays and RBC Capital Markets, LLC are acting as financial advisors to Apollo and Paul, Weiss, Rifkind, Wharton & Garrison LLP is acting as legal advisor to Apollo.
Goldman, Sachs & Co. is acting as financial advisor to Rackspace and Wilson Sonsini Goodrich & Rosati, Professional Corporation is acting as its legal advisor. Morgan Stanley also provided services in connection with the transaction.
*** Littelfuse, Inc., (Nasdaq: LFUS) announced it has entered into definitive agreements to acquire the product portfolio of transient voltage suppression (“TVS”) diodes, switching thyristors and insulated gate bipolar transistors (“IGBT”) for automotive ignition applications from ON Semiconductor Corporation for a combined purchase price of $104 million. This portfolio has annualized sales of approximately $55 million. The transactions are expected to close in late August, 2016.
“The acquisition of this portfolio aligns with our strategy to expand in power semiconductor applications as well as increase our presence in the automotive electronics market,” said Ian Highley, senior vice president and general manager, semiconductor products and chief technology officer for Littelfuse. “These products have strong synergies with our existing circuit protection business, will strengthen our channel partnerships and customer engagement, and expand our power semiconductor portfolio.”
Littelfuse also plans to invest approximately $30 million in its semiconductor fabrication locations to enhance its production capabilities, add significant capacity to its China fabrication facility and transfer the production of the acquired portfolio. The transfers will occur over the next few years, as the company works with customers on their timing and requirements. The expected productivity gains from this investment will drive long term profitable growth across the company’s semiconductor business.
“Once we complete the transfer of these products, we expect this acquisition to have EBITDA margins of more than 30 percent,” added Meenal Sethna, executive vice president and chief financial officer. “Including amortization, interest and integration expenses, we expect the earnings per diluted share impact of this acquisition to be neutral in 2016, and accretive in 2017 and beyond.”
Wachtell, Lipton, Rosen and Katz is acting as legal advisor to Littelfuse.
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