Notable Mergers and Acquisitions 9/1: (CYNA) (AB) (UFPI) (LNCE)

September 1, 2016 9:58 AM EDT
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*** Sunovion Pharmaceuticals Inc. (Sunovion) and Cynapsus Therapeutics Inc. (Cynapsus) (NASDAQ: CYNA) announced that the companies have signed a definitive agreement under which Sunovion will acquire Cynapsus for US$40.50 per share in cash. The transaction has received unanimous approval by the Board of Directors of both companies and values Cynapsus at approximately US$624 million (or approximately CAN$820 million). The acquisition will be funded with cash on hand. The transaction is expected to close in the fourth quarter of 2016 (third quarter of Sunovion’s fiscal year). This agreement reflects Sunovion’s global strategy to expand and diversify its portfolio in key therapeutic areas, including neurology.

Through this transaction, Sunovion would acquire Cynapsus’ product candidate, APL-130277, which is designed to be a fast-acting, easy-to-use, on-demand treatment option for managing OFF episodes associated with Parkinson’s disease (PD).

“Parkinson’s disease is a chronic, progressive neurodegenerative disease that affects more than four million people around the world, and there is a significant need for new options to treat the OFF episodes associated with it,” said Nobuhiko Tamura, Chairman and Chief Executive Officer, Sunovion. “We believe that APL-130277 is a novel late-stage candidate with the potential to make a real difference for patients and their families.”

“The acquisition of Cynapsus is well-aligned with Sunovion’s focus on the innovative application of science and medicine to help people with serious medical conditions and complements our robust product pipeline,” added Mr. Tamura. “We have high regard for the Cynapsus team and their work with the APL-130277 program.”

“With its leadership in therapies for central nervous system disorders and commercial experience specific to neurology, we believe Sunovion is best suited to advance APL-130277 in the United States and other key markets,” said Anthony J. Giovinazzo, President and CEO, Cynapsus. “This transaction culminates years of dedicated work by the Cynapsus team and represents significant value creation for our securityholders.”

The board of directors of Cynapsus, after consultation with its financial and legal advisors and based, in part, upon the unanimous recommendation of an independent special committee of the board of directors, has determined that the arrangement is in the best interest of Cynapsus and the consideration to be received by shareholders of Cynapsus is fair to such shareholders. The board of directors unanimously recommends that Cynapsus shareholders and warrantholders vote in favour of the transaction at a special meeting expected to be held on or about October 13, 2016.

The proposed sale of Cynapsus follows a full consideration of alternatives aimed at optimizing shareholder value for the company. “We believe that the proposed transaction with Sunovion results in the best outcome for our shareholders,” said Rochelle Stenzler, chair of the board of Cynapsus. “The transaction with Sunovion represents a significant premium to the current share price and we are recommending that our shareholders and warrantholders vote in favour of the transaction.”

Pursuant to the terms of the definitive agreement, upon closing of the proposed transaction, shareholders of Cynapsus will receive US$40.50 per common share in cash, and holders of warrants and stock options will receive a cash payment equal to the difference between US$40.50 and the exercise price of such warrant or stock option. The offer of US$40.50 per common share in cash represents a premium of 123 percent based on the volume weighted average closing price of Cynapsus’ common shares on the NASDAQ Global Market for the last twenty trading days. The companies expect to close the transaction following required securityholder, court and regulatory approvals and satisfaction of certain other customary closing conditions.

The transaction will be completed by way of a plan of arrangement under the Canada Business Corporations Act. The arrangement will require approval of at least two-thirds of the votes cast by Cynapsus shareholders and warrantholders voting together as a single class at a special meeting of such securityholders of Cynapsus. Voting and Support Agreements in support of the transaction have been signed by all directors and officers of Cynapsus and the company’s largest shareholder representing in the aggregate, approximately 18.33 percent of the Cynapsus securities entitled to vote to approve the transaction.

Full details of the transaction will be included in the management information circular to be filed with the applicable securities regulatory authorities and mailed to Cynapsus shareholders and warrant holders within approximately two weeks. Assuming receipt of all required regulatory approvals, the parties expect to close the arrangement in the fourth quarter of 2016.

BofA Merrill Lynch serves as financial advisor, and Borden Ladner Gervais LLP and Troutman Sanders LLP serve as legal advisors to Cynapsus. Stifel, Nicolaus & Company, Incorporated serves as financial advisor and Fasken Martineau DuMoulin LLP serves as a legal advisor to the Special Committee of Cynapsus. Nomura Securities International, Inc. serves as exclusive financial advisor, and Goodmans LLP, Reed Smith LLP, and Gibbons PC serve as legal advisors to Sunovion.

*** AllianceBernstein L.P. (NYSE: AB) announced that it has entered into a definitive agreement to acquire RASL, which is jointly owned by Ramius LLC (the investment division of Cowen Group, Inc. [NASDAQ: COWN]) and the two principals of RASL, Stuart Davies and Vikas Kapoor. With more than $3 billion in assets under management as of July 1, 2016, RASL offers a range of customized alternative investment and advisory solutions to a global institutional client base. These solutions provide access to return sources that can complement an investor's existing alternative strategy, and offer the benefits of improved liquidity, reduced cost and greater transparency to overall portfolio construction. The acquisition adds new investment capabilities in factor-based and Alternative Risk Premia solutions to AB and expands the firm's offerings in the multi-asset and alternatives investment space. Stuart Davies and Vikas Kapoor will join AB, along with investment and support team members of RASL.

"The RASL acquisition represents a natural extension of our factor completion strategies for multi-manager equity portfolios," said Vadim Zlotnikov, Co-Head of Multi-Asset Solutions at AB. "They bring an excellent reputation among the most sophisticated institutional investors for their ability to construct and manage a wide range of alternative investment solutions utilizing alternative risk premia and other factors based investments. And they share AB's investment discipline and cultural mindset: research-driven, solutions-oriented, accountable and client-focused."

Stuart Davies, Co-CEO of RASL, added, "We are very excited to join AB, a firm with a history of research excellence, and impressive global distribution capabilities and robust infrastructure that will enhance our ability to continue developing customized alternative solutions that meet the complex investment needs institutional clients face today."

"As Ramius continues to expand its platform of single strategy offerings, the RASL team deserves the opportunity to join a platform that will allow them to continue to build their specialized offering in alternatives portfolio construction and optimization," said Thomas Strauss, Chairman of Ramius. "We are proud to have helped develop and scale the RASL team and we are extremely pleased to see that this business has found a home within a quality firm like AB."

Freeman & Co. acted as exclusive financial advisor to RASL and Cowen Group, Inc. Ropes & Gray acted as counsel to Cowen Group and Wachtell, Lipton, Rosen & Katz acted as counsel to AB.

The closing is expected to occur by September 30, 2016 and is subject to customary closing conditions.

*** Universal Forest Products, Inc. (Nasdaq: UFPI) announced that it has signed a definitive agreement to purchase idX Corp., an international provider of highly customized merchandising solutions. Under terms of the agreement, UFPI will acquire all outstanding shares of stock of the holding company, idX Holdings, Inc. The move opens new doors to Universal for growth in adjacent markets and with new products, and offers idX access to enhanced capacity and to new customers and markets. The transaction is expected to close by the end of the third quarter.

Based in St. Louis, Mo., idX is a market leader in the fragmented $6 billion merchandising solutions industry, with a comprehensive offering of products and services. The company was founded in 1999. Today, it has a network of more than 20 manufacturing, program management and sales facilities across North America, Europe and Asia. It had 2015 sales of approximately $303 million.

“idX is a dynamic company that creates and installs highly customized merchandising solutions for some of the world’s most renowned brands,” said Universal CEO Matthew J. Missad. “It is led by a team of professionals who are respected for their expertise, integrity and moxie and who have been successfully growing their business by continually adding new markets, products and services, and by expanding their international footprint.”

“idX brings to Universal the opportunity to supply some of their operations with products we currently manufacture, to grow adjacent business and capabilities, and to serve new customers and markets. idX’s growth strategies, including their focus on international business and on new end-markets, align with our growth objectives,” he added. “They are a great fit, culturally and strategically, and we’re thrilled they are becoming a part of the Universal family.”

Said idX President Terrence L. Schultz: “This presents a great next step in the exciting history of idX. By joining the Universal team, we have the opportunity to enhance our capacity, expand our client base, take advantage of synergies and provide more opportunities for our people to grow. Universal provides the capital strength we need to continue to grow our portfolio of products and services. It has the same customer-focused culture and philosophy that idX has employed throughout its history, which was critical to us as we considered this opportunity. And working with Universal’s existing businesses, we can play a key role in Universal’s growth and success. We are thrilled the leadership of Universal recognized the strengths and opportunities idX brings to the table, and we are excited to become a vital part of such a respected organization.”

UFPI doesn’t expect the merger to contribute significantly to profitability for the remainder of 2016, due to the seasonality of idX’s business. The Company currently targets $25 million to $28 million in EBITDA with approximately $6 million in depreciation and amortization for 2017.

*** Snyder's-Lance, Inc. (Nasdaq: LNCE) today announced that the Company's Kettle Foods subsidiary completed the acquisition of Metcalfe's skinny Limited, by acquiring the remaining 74% interest in the leading UK premium popcorn brand. Kettle Foods had initially acquired a 26% stake in the business from Metcalfe in January 2016. Metcalfe was founded in 2009 by Julian Metcalfe, the co-founder of Pret A Manger and founder of itsu.

Metcalfe's skinny is the UK's leading premium popcorn brand, and also incorporates a fast growing range of corn and rice cake products. The UK popcorn market is one of the fastest growing categories within the UK snack food industry, growing by 45% over the last two years1 as consumers increasingly seek out better-for-you snacking options. The addition of a leading premium popcorn brand, Metcalfe's skinny popcorn®, to the UK's leading premium chip brand, KETTLE® Chips, reflects Kettle Foods' ambition to evolve into a more widely based premium snacking leader in Europe.

Carl E. Lee, Jr., President and Chief Executive Officer of Snyder's-Lance commented, "We are excited to add the Metcalfe's skinny brands to our portfolio and expand our presence in the UK marketplace. We see tremendous growth in the UK with additional opportunities for further international expansion for our innovative collection of snacking brands. This addition to our branded portfolio provides us with another better-for-you option in a growth snacking category in the European markets, and we look forward to supporting the continued success of the Metcalfe's skinny brands."

Ashley Hicks, Managing Director of Kettle Foods commented, "Metcalfe's skinny popcorn® is an incredibly innovative premium brand that has built a strong foundation in the UK market. We now have the opportunity to extend the brand's success story with further innovation and brand development, and as a result, drive even stronger growth in this exciting category."

Julian Metcalfe and Robert Jakobi, previous co–owners of Metcalfe commented, "We are delighted about the opportunity for the Metcalfe's skinny brand to expand with the support and expertise of the Kettle Foods and Snyder's-Lance organization. This is a unique opportunity to bring our snacking talents together under one roof to truly give Metcalfe's skinny the international opportunity it deserves. This is a positive step on many levels that we know will not only showcase the brand's potential, but will benefit our customers in the long term as well."

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Stifel, Ramius Capital, Merrill Lynch, Bank of America, Nomura, Cowen & Co, Notable Mergers and Acquisitions, Definitive Agreement

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