Notable Mergers and Acquisitions 9/29: (VIAB)/(CBS) (AGO)/(MBI) (AMTD) (CRL)

September 29, 2016 9:49 AM EDT

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*** National Amusements, Inc., the owner of a majority of CBS (NYSE: CBS) and Viacom’s (NASDAQ: VIAB) voting stock, today announced that it has asked the boards of CBS and Viacom to consider a potential combination of the companies. A copy of the text of the letter transmitted today to the respective boards is set forth below.

Members of the Boards:

We believe that a combination of CBS and Viacom might offer substantial synergies that would allow the combined company to respond even more aggressively and effectively to the challenges of the changing entertainment and media landscape.

As a result, we would like both companies’ boards to consider a potential combination of the companies. Our tentative view is that the optimal structure would be an all-stock transaction in which the stockholders of each company would receive shares in the combined company of the same class as they currently hold.

We therefore request the board of each company take the appropriate steps to consider the proposed transaction. We believe that any transaction should be the result of full and fair deliberation and negotiation, and that any transaction would proceed only if it is approved by each board. None of Sumner M. Redstone, Shari E. Redstone or David R. Andelman will vote as directors on the consideration of this matter by either company’s board, and none will participate in any of the related deliberations.

To avoid any doubt, National Amusements is not willing to accept or support (i) any acquisition by a third party of either company or (ii) any transaction that would result in National Amusements surrendering its controlling position in either company or not controlling the combined company. We believe moving forward expeditiously, but with due care, is important and we are prepared to be of assistance to the two companies as they explore this possibility.

Thank you.

Sincerely,

NATIONAL AMUSEMENTS, INC.

By: /s/ Sumner M. Redstone
Chief Executive Officer
By: /s/ Shari E. Redstone
President

*** Assured Guaranty Ltd. (together with its subsidiaries, Assured Guaranty), the leading financial guaranty insurance company, announced that its subsidiary Assured Guaranty Corp. (AGC) has entered into an agreement to acquire MBIA UK Insurance Limited (MBIA UK), the European operating subsidiary of MBIA Insurance Corporation (together with its subsidiaries, MBIA)(NYSE: MBI). The parties expect the transaction to close in early January 2017, subject to receipt of regulatory approvals and the satisfaction of other customary closing conditions. There can be no assurance that regulatory approvals will be obtained.

Under the agreement, AGC will deliver to MBIA all of the notes issued in the Zohar II 2005-1 transaction that AGC holds, and the seller, MBIA UK (Holdings) Limited, will transfer to AGC all of the outstanding shares of MBIA UK plus $23 million (£18 million) in cash. The Zohar notes to be transferred had, as of June 30, 2016, a total outstanding principal of approximately $347 million (£261 million). MBIA Insurance Corporation insures all of the notes issued in the Zohar II 2005-1 transaction.

“This agreement furthers our strategy of acquiring legacy financial guaranty companies,” said Dominic Frederico, President and CEO of Assured Guaranty. “In this case, we will be acquiring a seasoned insured portfolio of almost exclusively European transactions and the capital resources to support those exposures. We expect this transaction to be accretive to Assured Guaranty’s earnings per share, operating shareholders’ equity and adjusted book value.”

Nick Proud, CEO of Assured Guaranty (Europe) Ltd. (AGE), said, “This is a landmark transaction that will significantly increase the size of Assured Guaranty’s European insured portfolio, creating a total non-U.S. portfolio of approximately $45 billion (£34 billion). It also sends a strong message to the market that the monoline model − and Assured Guaranty specifically − is an active source of infrastructure funding solutions. AGE is currently mandated on a number of primary UK transactions, and we expect this acquisition to add further momentum to our expanding European opportunities.”

As of June 30, 2016, MBIA UK had an insured portfolio of approximately $13 billion (£10 billion) of net par and approximately $500 million (£374 million) of GAAP book value. At this point, Assured Guaranty plans to maintain MBIA UK as a stand-alone entity but could combine it with other European affiliates in the future.

BofA Merrill Lynch is acting as financial advisor to Assured Guaranty, and Mayer Brown LLP is acting as its legal advisor.

*** Online broker Scottrade is working with an adviser to explore a sale that could value the company at $4 billion, according to Bloomberg, citing people familiar with the matter.

The report said Scottrade has drawn interest from rivals including TD Ameritrade (Nasdaq: AMTD), though no final decision has been and there is no guarantee an agreement will be reached.

*** Charles River Laboratories International, Inc. (NYSE: CRL) announced today that it has acquired Agilux Laboratories, Inc., a Worcester, Massachusetts-based contract research organization (CRO), that provides a suite of integrated discovery small and large molecule bioanalytical services, drug metabolism and pharmacokinetic (DMPK) services, and pharmacology services. The company’s unique combination of early-stage services enhances the flexibility and speed of its biopharmaceutical clients’ lead identification, optimization, and candidate selection efforts. Agilux was acquired from a holding company controlled by the company’s founders and Ampersand Capital Partners, its only institutional investor.

The addition of Agilux’s integrated discovery capabilities is complementary to Charles River’s existing nonclinical portfolio. Providing a more comprehensive service offering will improve the efficiency of clients’ early-stage research efforts by enabling them to seamlessly transition their drug candidates through the discovery and safety assessment process. Charles River believes that the acquisition of Agilux enhances its ability to work with clients earlier in the drug research process, and maintain the relationship as molecules progress through nonclinical development.

James C. Foster, Chairman, President and Chief Executive Officer of Charles River said, "The acquisition of Agilux Laboratories supports Charles River’s strategy to offer clients a broader, integrated portfolio that enables them to work with us continuously from the earliest stages of drug research through the nonclinical development process. Agilux reinforces the linkage between our discovery and safety assessment capabilities, and provides clients with a comprehensive testing solution that spans their discovery and regulated drug development needs. We expect to leverage Agilux’s strong client relationships in the Boston-Cambridge biohub, one of the most significant concentrations of medical research in the world, and expand the reach of its discovery bioanalytical services offering to Charles River’s global client base.”

Financial and Transaction Details

The purchase price was approximately $64 million in cash, subject to certain post-closing adjustments. Agilux is expected to generate full-year revenue of $27 million in 2016. The acquisition is expected to be neutral to Charles River’s non-GAAP earnings per share in the fourth quarter of 2016, and be slightly accretive to non-GAAP earnings per share in 2017. Items excluded from non-GAAP earnings per share are expected to include all acquisition-related costs, which primarily include amortization of intangible assets, transaction costs, and certain third-party integration costs.

Agilux will be reported as part of Charles River’s Discovery and Safety Assessment (DSA) segment.

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