Notable Mergers and Acquisitions 8/31: (ININ) (TRCO) (BG)

August 31, 2016 9:43 AM EDT

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*** Genesys and Interactive Intelligence Group Inc. (Nasdaq: ININ) announced that they have entered into a definitive agreement under which Genesys will acquire Interactive Intelligence in a transaction valued at approximately $1.4 billion. Under the terms of the agreement, Interactive Intelligence shareholders will receive $60.50 per share in cash, representing a premium of 36% to Interactive Intelligence’s unaffected closing stock price on July 28, 2016, the trading day prior to media reports that Interactive Intelligence was considering strategic alternatives, and a premium of 42% to the 30 calendar day average closing price prior to the unaffected closing price on July 28, 2016.

This transaction will accelerate Genesys’ ability to execute on its mission of powering the world’s best customer experiences at scale, anytime, anywhere – over any channel, in the cloud and on-premise. Both Genesys and Interactive Intelligence have developed best-in-class capabilities as recognized by Gartner and other leading industry analysts, with highly complementary product portfolios that serve adjacent market segments. Together, the combined company will provide the broadest customer experience solutions for organizations of all sizes around the world that support billions of customer interactions each year across a range of industries.

As a larger entity with increased scale, Genesys is committed to accelerate innovation in the customer experience market, with more than $1.3 billion in revenue and annual R&D spend approaching $200 million. Both cloud and on-premise product portfolios will continue to be supported and offered to the marketplace, with significant R&D investment across the full product portfolio.

“This is a milestone transaction that combines industry-leading expertise and capabilities to enable lasting customer relationships, accelerate innovation and drive growth,” said Paul Segre, Chief Executive Officer, Genesys. “Our combined product portfolio will provide the broadest set of transformative customer experience solutions optimized for customers of all sizes and sophistication levels, available both in the cloud and on-premise. We will significantly invest across the entire Interactive Intelligence product portfolio to support the continued momentum of PureCloud®, Cloud Communications-as-a-Service℠ (CaaS) and Customer Interaction Center™ (CIC), in addition to the rich portfolio of products offered by Genesys today. We are excited to work with the Interactive Intelligence team to deliver even greater innovation and value to our global customers and partners.”

Dr. Don Brown, Chairman, President and Chief Executive Officer, Interactive Intelligence said, “We have been working for the past 22 years to build an outstanding company with innovative, disruptive technology solutions that transform businesses. I am confident that our agreement with Genesys, which follows a careful evaluation of strategic alternatives, provides Interactive Intelligence shareholders with immediate and significant value, and will deliver meaningful benefits to our customers, partners and employees. The combination of Genesys and Interactive Intelligence provides a complete portfolio to address all market segments by combining Interactive Intelligence’s PureCloud, Cloud Communications-as-a-Service (CaaS), and Customer Interaction Center (CIC) with Genesys’ offerings. I am excited for the combined company to continue to grow and meet the needs of organizations around the world.”


The transaction is expected to close by the end of the year, subject to customary closing conditions, including regulatory approval and approval by Interactive Intelligence shareholders. The transaction has been unanimously approved by Interactive Intelligence’s Board of Directors and Genesys’ Operating Committee. Dr. Brown, who owns approximately 17% of Interactive Intelligence shares, has agreed to vote his shares in favor of the transaction.

Additional Details

Genesys intends to fund the transaction through a combination of existing cash on hand and debt financing. The transaction is not contingent upon financing, with committed debt financing being provided by Bank of America Merrill Lynch, Citigroup Global Markets Inc., Goldman Sachs and RBC Capital Markets.


BofA Merrill Lynch, Citi, Goldman Sachs and RBC Capital Markets are serving as financial advisors to Genesys, and Fried, Frank, Harris, Shriver & Jacobson LLP is serving as legal advisor. Union Square Advisors LLC is serving as exclusive financial advisor to Interactive Intelligence, and Faegre Baker Daniels LLP is serving as legal advisor.

*** Tribune Media Company (NYSE: TRCO) announced that an agreement has been reached to sell Tribune Tower in Chicago to CIM Group for $205 million paid in cash at closing and an additional payment of up to $35 million contingent upon the satisfaction of certain conditions, for total consideration of up to $240 million. The sale is expected to close in the third quarter of 2016. Built in 1925, the iconic building is 35 stories high and has nearly 740,000 square feet of space. The sale also includes a 36,000-square-foot development site located directly to the east of Tribune Tower, fronting Cityfront Plaza.

"Tribune Tower has been a unique part of Chicago's skyline since the 1920s," said Peter Liguori, Tribune Media's President and Chief Executive Officer. "It is a gem of architectural and structural accomplishment and a constant reminder of the important role that Tribune has played in the development of the city itself.

"Nonetheless, monetizing the significant assets of Tribune Media's real estate portfolio is a strategic priority for the company and we are extremely pleased with the outcome of this sales process," Liguori continued. "Importantly, we're achieving prices consistent with the $1 billion valuation of our portfolio."

Since the beginning of the year, Tribune Media has sold several smaller properties in markets ranging from South Florida to Seattle for gross proceeds of approximately $89 million. Earlier this year, the company announced that it had agreements to sell the north block of the Los Angeles Times Square property and the nearby Olympic printing plant, both in Los Angeles. Those sales are also expected to close in the third quarter of 2016.

"Tribune Tower is a prominent property with a rich history that has been a feature of the Chicago skyline for nearly a century. It's in an area that, today, is attracting new businesses and residents," said Avi Shemesh, Co-Founder and Principal of CIM Group. "After being active in the Chicago market for more than a decade, we have recently made several compelling investments that have expanded our growing presence in the city."

CIM Group is a leading real estate and infrastructure firm that invests in dynamic and densely populated communities throughout North America. As an experienced owner and manager of historic properties, CIM works to maintain their integrity through refurbishment and repositioning in order to add to the overall vibrancy and value within a given community. CIM's investments in Chicago include Block Thirty Seven, Marquee at Block 37, and 440 S. LaSalle, among others. CIM has had notable success with similar properties in both downtown Los Angeles and Manhattan.

*** Bunge North America ("Bunge"), the North American operating arm of Bunge Limited (NYSE: BG), announced it has reached a subscription agreement to invest in Grupo Minsa S.A.B. de C.V. (the "Company"), a leading corn flour producer, securing a controlling financial interest in the Company. The transaction is expected to close in early 2017, subject to the authorization of the Comisión Federal de Competencia Económica (Mexican Antitrust Commission), the successful delisting of the Company from the Mexican Stock Exchange, and other customary closing conditions.

As part of the transaction, Bunge will take management control of four mills in Mexico and two mills in the United States. The facilities have a combined annual processing capacity of 700,000 metric tons and produce a broad portfolio of branded corn flours and pre-mixes for tortillas and other goods.

"This investment enhances Bunge's position in milling, an important contributor to our global Food & Ingredients business," said Soren Schroder, CEO, Bunge Limited. "The operation is aligned with our core capabilities and increases the share of value added business in our overall portfolio."

Bunge entered the U.S. corn masa market in early 2014 with the purchase of its first mill in Worthington, Indiana. With this investment, Bunge enters the corn masa market in Mexico.

"This is a natural extension of our successful milling platforms in the U.S. and Mexico that will enable us to expand in a product line that is growing due to demographic and economic trends," said Todd Bastean, CEO, Bunge North America. "With more facilities, products, and capabilities, we'll be able to provide a broader offering and enhanced services to our growing customer base, with more logistical and operational flexibility."

Daniel Maldonado, Managing Director of Bunge in Mexico added, "We're very excited to add the talent and experience of the Grupo Minsa team to Bunge's Mexican organization. Together we will enhance our ability to provide high quality, innovative flour solutions to our customers."

Bunge was advised by Rothschild.

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