Notable Mergers and Acquisitions 9/12: (AGU)/(POT) (HPQ) (HZNP)/(RPTP) (OTEX)

September 12, 2016 9:41 AM EDT

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*** Agrium Inc. (NYSE: AGU) and Potash Corporation of Saskatchewan Inc. (NYSE: POT) announced that they have agreed to combine in a merger of equals to create a world-class integrated global supplier of crop inputs.

Under the agreement, which the Boards of Directors of both companies unanimously approved, a new parent company will be formed to own both companies. PotashCorp shareholders will receive 0.400 common shares of the new company for each common share of PotashCorp they own, and Agrium shareholders will receive 2.230 common shares of the new company for each common share of Agrium they own. The exchange ratios represent the exchange ratios of the two companies at market close on the NYSE on August 29, 2016 the last trading day prior to when the companies announced that they were in preliminary discussions regarding a merger of equals, which is consistent with the approximate 10 day and 60 day volume weighted average prices through that date. Following the close of the transaction, PotashCorp shareholders will own approximately 52 percent of the new company, and Agrium shareholders will own approximately 48 percent on a fully diluted basis.

The new company, to be named prior to the transaction's closing, combines low-cost, world-class potash and high-quality nitrogen and phosphate production assets with a premier agricultural retail network to forge an integrated crop inputs platform to better serve customers. The new company will be a leader in the fertilizer industry with close to 20,000 employees, operations and investments in 18 countries, and a pro forma enterprise value of US$36 billion, based on each company's net debt as of June 30, 2016 and the current shares outstanding and respective closing share prices of the companies on the NYSE on August 29, 2016. On a 2015 pro forma basis, the new company would have had net revenue of approximately US$20.6 billion and EBITDA of US$4.7 billion before synergies.

PotashCorp President and Chief Executive Officer Jochen Tilk said, "Our merger creates a new premier Canadian-headquartered company that reflects our shared commitment to creating value and unlocking growth potential for shareholders. The integrated platform established through our combination will greatly benefit customers and suppliers, and support even greater career development opportunities for employees. Our workforce and the communities in which we operate are critical to both PotashCorp and Agrium, and we intend to carry forward best practices from both companies in corporate social responsibility, including commitments to employees, operating communities and the environment."

Agrium President and Chief Executive Officer Chuck Magro said, "This is a transformational merger that creates benefits and growth opportunities that neither company could achieve alone. Combining our complementary assets will enable us to serve our customers more efficiently, deliver significant operating synergies and improve our cash flows to provide capital returns and invest in growth."

Strategic and Financial Benefits of the Merger

  • Pre-eminent, low-cost producer of potash and high-quality nitrogen and phosphate: The new company will have a balanced nutrient portfolio that includes world-class potash production and complementary high-quality nitrogen and phosphate operations. It will have the lowest-cost potash production assets and reserves in North America, and a meaningful platform to benefit from continued growth in global potash demand. The merger also results in more diversified and complementary geographic and product portfolios in nitrogen and phosphate, with the North American nitrogen business expected to continue to benefit from low-cost feedstock and local distribution.
  • Leading retail distribution platform combined with two world-class nutrient production platforms: The new company will have a retail distribution platform encompassing crop nutrients and other input products, services, and solutions with operations in seven countries. The company will continue to emphasize innovation and growth in proprietary products, grower services, and distribution, with customers and suppliers benefiting from a broad agricultural solutions offering. The combined production footprint will drive freight savings and other operational efficiencies.
  • Significant value creation from synergies: The combination is expected to generate up to US$500 million of annual operating synergies primarily from distribution and retail integration, production and SG&A optimization, and procurement. The synergies imply value creation for the combined enterprise of up to US$5 billion, or a 20 percent increase above the combined market capitalizations on August 29, 2016. The all-stock nature of the transaction allows all shareholders to participate in the benefits of the combination. The new company is expected to achieve approximately US$250 million of these synergies by the end of the first year after closing with the full run-rate achieved by the end of the second year. The transaction is expected to be accretive for both sets of shareholders with run-rate synergies.
  • Compelling growth opportunities: Recently completed investments in new, low-cost capacity, particularly in potash, will improve the new company's operating costs and position it well to respond to increases in demand. Continuing to grow the retail business will also be a priority, including roll-up opportunities, new store openings, and innovation in products and services to better serve growers.
  • Strong balance sheet with significant cash flow generation: On a 2015 pro forma basis, inclusive of expected synergies, the new company would have had operating cash flow of over US$4 billion. With major capacity expansion projects essentially complete at each company, the new company's low financial leverage, and significant cash flow generation, the combined company will have flexibility to return excess capital to shareholders and invest in growth initiatives, while also maintaining a strong investment grade credit rating profile. Both companies expect to maintain their existing dividend payments until the transaction is completed. Following the closing of the transaction, the new company will target a stable and growing dividend that reflects the strengthened cash flow profile of the combined company. Subject to market conditions and Board approval at the time of closing, the new company expects to establish a dividend payment equal to the current Agrium level, adjusted for the new share count.

Leadership and Communities

The new company will be led by a proven team that reflects the strengths and capabilities of both companies. Upon closing of the transaction, Jochen Tilk will serve as Executive Chairman, and Chuck Magro will serve as Chief Executive Officer, both reporting to the new Board of Directors. Wayne Brownlee will serve as Chief Financial Officer, and Steve Douglas will serve as Chief Integration Officer. Additional senior leadership positions for the new company will be named at a later date. The new company's Board of Directors will have equal representation. The Board's independent Lead Director will be designated by Agrium.

In addition to leading the Board of Directors, the Executive Chairman will have executive responsibility for the new company's business strategy function.

Following the closing of the transaction, the new company will have its registered head office in Saskatoon, with Canadian corporate offices in both Calgary and Saskatoon.

In addition to maintaining a strong workforce in each of its operations, the new company will maintain its commitments to community involvement and investment.

Canpotex

The new company will remain committed to Canpotex, the global logistics and marketing company that provides efficient and cost-effective distribution to many of the world's fastest growing potash markets.

Tax Treatment

Canadian taxable resident shareholders will be able to elect such that they receive shares in the new company free of Canadian income taxes, and other shareholders will generally not be subject to Canadian income tax. It is expected that U.S. resident shareholders will generally receive shares in the new company on a tax-deferred basis for U.S. federal income tax ‎purposes.

Timing and Approvals

The transaction will be implemented by way of a plan of arrangement under the Canada Business Corporations Act. It is expected to close during mid-2017, subject to the satisfaction of customary closing conditions, including receipt of regulatory approvals, Canadian court approval, and approval by the shareholders of both companies.

Advisors

Barclays Capital Inc. and CIBC Capital Markets are serving as financial advisors, and Blake, Cassels & Graydon LLP, Norton Rose Fulbright Canada LLP, Paul, Weiss, Rifkind, Wharton & Garrison LLP, and Latham & Watkins LLP are serving as legal advisors to Agrium.

BofA Merrill Lynch and RBC Capital Markets are serving as financial advisors, and Stikeman Elliott LLP and Jones Day are serving as legal advisors to PotashCorp.

Morgan Stanley & Co. LLC is serving as joint financial advisor to Agrium and PotashCorp.

*** HP Inc. (NYSE: HPQ) announced a definitive agreement to acquire Samsung Electronics Co., Ltd.'s (KSE: 005930) printer business in a deal valued at $1.05 billion.

The acquisition positions HP to disrupt and reinvent the $55 billion copier industry, a segment that hasn't innovated in decades. Copiers are outdated, complicated machines with dozens of replaceable parts requiring inefficient service and maintenance agreements. Customers are frequently frustrated with the number of visits needed to keep copier machines functioning. Today, HP is investing to disrupt this category by replacing copiers with superior multifunction printer (MFP) technology.

Samsung has built a formidable portfolio of A3 MFPs that deliver the performance of copiers with the power, simplicity, reliability and ease-of-use of printers and with as few as seven replaceable parts. Integrating the Samsung printer business' products, including their mobile-first and cloud-first user experience, with HP's next-generation PageWide technologies will create a breakthrough portfolio of printing solutions with the industry's best device, document, and data security.

This is the largest print acquisition in HP's history and accelerates its growth opportunities in the copier segment, strengthens its leading laser printing portfolio that has been established with Canon, and paves the way for future printing innovation. It also creates new avenues for growth and greater profitability for partners as they expand managed print services as sales models shift from transactional to contractual.

"When we became a separate company just 10 months ago, it enabled us to become nimble and focus on accelerating growth and reinventing industries," said Dion Weisler, president and CEO of HP. "We are doing this with 3D printing and the disruption of the $12 trillion traditional manufacturing industry, and now we are going after the $55 billion copier space. The acquisition of Samsung's printer business allows us to deliver print innovation and create entirely new business opportunities with far better efficiency, security, and economics for customers."

Samsung's printer business also brings a compelling intellectual property portfolio of more than 6,500 printing patents and a world-class workforce that includes nearly 1,300 researchers and engineers with advanced expertise in laser printer technology, imaging electronics, and printer supplies and accessories to support continued innovation in print market solutions.

"HP Inc. has been a valued partner and customer of Samsung," said Dr. Oh-Hyun Kwon, vice chairman and CEO of Samsung Electronics Co., Ltd. "We can now leverage our combined capacity for innovation to further enhance the value of our relationship."

Acquiring Samsung's printer business will also strengthen HP's ability to service customers in global laser printing, a category where it has enjoyed a strong, mutually beneficial partnership with Canon for more than three decades. HP is confident this transaction will provide new opportunities to further strengthen and accelerate this highly valued relationship.

"HP and Canon have long discussed print innovation to create customer value in business printing and in the growing MPS market," said Fujio Mitarai, chairman and CEO of Canon Inc. "This transaction will further evolve our collaboration and bring about growth for both of our companies."

The acquisition is expected to be accretive in the first full year following closing, with cost synergies and a strong financial model. The transaction is expected to close within 12 months pending regulatory review and other customary closing conditions. After closing, Samsung has agreed to make a $100 million to $300 million equity investment in HP through open market purchases.

HP will host a conference call to discuss the transaction today, Sept. 12, 2016, at 8:00 a.m. ET/5:00 a.m. PT. To register, go to www.hp.com/investor/HPupdateSeptember2016.

*** Horizon Pharma plc (Nasdaq: HZNP) and Raptor Pharmaceutical Corp. (Nasdaq: RPTP) announced the companies have entered into a definitive agreement under which Horizon Pharma will acquire all of the issued and outstanding shares of Raptor Pharmaceutical Corp. common stock for $9.00 per share in cash, for an implied fully diluted equity value of approximately $800 million. The transaction is expected to close in the fourth quarter of 2016.

“The proposed acquisition of Raptor furthers our commitment to helping people with rare diseases and is a significant step in advancing our strategy to expand our rare disease business,” said Timothy P. Walbert, chairman, president and chief executive officer, Horizon Pharma plc. “Along with the potential for accelerated revenue growth, the addition of Raptor strengthens our U.S. orphan business and provides a platform to expand our orphan business in Europe and other key international markets. We look forward to working with new patient communities and building on the success of the Raptor team.”

Strategic and financial benefits of the transaction:

  • Strengthens Horizon’s focus on rare diseases and provides expansion into Europe and other international markets.
  • Adds PROCYSBI® delayed-release capsules and QUINSAIR™ (aerosolized form of levofloxacin) global rights, with PROCYSBI having strong patent protection through 2034.
  • Diversifies revenue with 11 medicines across three business units: orphan, rheumatology and primary care.
  • Bolsters rare disease revenue, which in the first half of 2016 on a pro-forma basis was 45 percent of total Horizon Pharma revenue.
  • Expected to be accretive to adjusted EBITDA in 2017.

“This transaction will deliver significant and immediate value to our shareholders through a compelling all-cash premium and provide ongoing value to our patients, their families and the physicians who treat them,” said Julie Anne Smith, president and chief executive officer, Raptor Pharmaceutical Corp. “On behalf of the Board and management team, I extend our deepest gratitude to everyone at Raptor for their unrelenting commitment to advancing the development of our medicines and their tireless work with the patients we serve.”

PROCYSBI is the first cystine-depleting agent given every 12 hours that is approved in the United States for the treatment of nephropathic cystinosis (NC), a rare metabolic disorder, in adults and children 2 years of age and older. PROCYSBI received European Commission approval as an orphan medicinal product in September 2013 for the treatment of proven NC. According to estimates, NC prevalence is as high as 1 in 100,000 live births. There are believed to be approximately 550 NC patients in the United States and 2,000 worldwide.

QUINSAIR is a proprietary inhaled formulation of levofloxacin, approved in the European Union and Canada for the management of chronic pulmonary infections due to Pseudomonas aeruginosa in adult patients with cystic fibrosis. Cystic fibrosis is a rare, life-threatening, genetic disease affecting an estimated 21,000 adults in Europe and Canada. QUINSAIR is not approved in the United States.

Raptor’s previously disclosed total net sales guidance for full-year 2016 is $125 million to $135 million, which includes both PROCYSBI and QUINSAIR. Horizon will provide additional detail regarding its guidance for full year 2017 net sales and adjusted EBITDA in the first quarter 2017.

Transaction Terms and ApprovalsThe acquisition is structured as an all cash tender offer for all the issued and outstanding shares of Raptor common stock at a price of $9.00 per share followed by a merger in which each remaining untendered share of Raptor common stock would be converted into the $9.00 per share cash consideration paid in the tender offer. The transaction, which has been unanimously approved by the boards of directors of both companies, is subject to the satisfaction of customary closing conditions and regulatory approvals, including antitrust approval in the United States.

Financing Horizon intends to finance the transaction through $675 million of external debt along with cash on hand. The company has put in place fully committed financing with BofA Merrill Lynch, JPMorgan Chase Bank, N.A., Jefferies Finance LLC, and Cowen Structured Holdings, an affiliate of Cowen and Co. LLC. As of June 30, 2016, the company had $424.5 million of cash and cash equivalents on its balance sheet.

AdvisorsMTS Health Partners L.P. and Citigroup Global Markets Inc. are co-lead financial advisors to Horizon Pharma in the transaction. BofA Merrill Lynch, J.P. Morgan, Jefferies LLC and Cowen and Company, LLC are financial advisors to Horizon Pharma in the transaction. Horizon Pharma’s legal advisors are Cooley LLP and McCann FitzGerald.

Centerview Partners LLC and Leerink Partners LLC are financial advisors to Raptor Pharmaceutical Corp. in the transaction. Raptor Pharmaceutical Corp.’s legal advisor is Latham & Watkins LLP.

*** Open Text Corporation (NASDAQ: OTEX) announced that it has entered into a definitive agreement to acquire Dell EMC's Enterprise Content Division (ECD), including Documentum. ECD offers a suite of leading Enterprise Content Management solutions with deep industry focus, including the Documentum™, InfoArchive™, and LEAP™ product families.

Under the terms of the agreement, the software, associated services, and employees of ECD will be integrated into OpenText. The acquisition is expected to deepen OpenText's EIM offering with a substantial portfolio focused on Enterprise Content Management (ECM) and Information Life Cycle Management. With strong industry offerings, expertise and footprints in healthcare, life sciences, and public sector, plus additional capacity in financial services, energy, and engineering, OpenText will further strengthen its vertical offerings, customer base, managed services, and geographical coverage.

OpenText and Dell EMC also announced today their intention to negotiate and enter into a strategic commercial partnership to expand customer offerings and to better serve customer needs.

"We are at the beginning of the Digital revolution where extreme connectivity, automation, and computing are converging," said OpenText CEO and CTO Mark J. Barrenechea. "This acquisition further strengthens OpenText as a leader in Enterprise Information Management, enabling customers to capture their Digital future and transform into information-based businesses. We are very excited about the opportunities which ECD and Documentum bring, and I look forward to welcoming our new customers, employees, and partners to OpenText."

To keep up on all the Mergers & Acquisitions data in real-time, go to our M&A Insider page.



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