Notable Mergers and Acquisitions of the Day: MRK/SGP, SNS, CDCS

October 23, 2009 11:42 AM EDT

• Merck (NYSE: MRK) and Schering-Plough (NYSE: SGP) Receive Approval From European Commission for Merger.
  
  
• The Steak n Shake Company (NYSE: SNS), and Western Sizzlin Corporation (NASDAQ: WEST), today jointly announced that they had executed an agreement for a wholly-owned subsidiary of Steak n Shake to merge with and into Western.
  
  Western has also declared a special dividend payable to Western stockholders in the form of 1,322,806 shares of Steak n Shake common stock presently beneficially owned by an investment subsidiary of Western. Together, the dividend and (if and when completed) the merger are estimated to have an aggregate transaction value (in principal amount of Steak n Shake debentures and market value of Steak n Shake stock) to Western's stockholders of approximately $38.8 million, or $13.67 per Western share, based on 2,840,384 shares of Western outstanding as of October 22, 2009 and the closing price of Steak n Shake common stock on October 22, 2009. The market price of Steak n Shake's common stock will fluctuate before the special dividend payable to Western stockholders is distributed.
  
  B. Riley & Co., LLC is acting as financial advisor to the special committee of the Western board of directors in connection with the merger, and has provided a fairness opinion to the Western special committee. Duff & Phelps, LLC is acting as financial advisor to the special committee of the Steak n Shake board of directors in connection with the merger, and has provided a fairness opinion to the Steak n Shake special committee.
  
  As contemplated by the merger agreement, Western's Board of Directors on October 22, 2009, declared a dividend to Western stockholders of all 1,322,806 shares of common stock of Steak n Shake that it presently beneficially owns. Each stockholder of Western of record as of November 2, 2009, will be entitled to receive the special dividend, which will be distributed on November 6, 2009. The dividend will be payable at the rate of approximately 0.4657 shares of Steak n Shake common stock for each share of Western outstanding as of the record date, with any fractional share interests to be settled by a cash payment, indicating a per share dividend value (valuing Steak n Shake at $12.00, its closing price on October 22, 2009) of $5.59 per Western share.
  
  
• CDC Software Corporation (NASDAQ: CDCS), a global provider of enterprise software applications and services, today announced it has signed a binding term sheet to acquire a provider of software as a service (SaaS) supply chain solutions for small and medium-size enterprises.
  
  This marks CDC Software's second agreement for the acquisition of a SaaS company this month, and is part of a "roll up" strategy of acquiring SaaS companies that complement its on-premise solutions. This latest possible acquisition would also enable CDC Software to operate in the business-to-consumer market with an end-to-end SaaS solution that would help customers enhance their online brand presence, as well as potentially increase their online sales worldwide.
  
  CDC Software expects to integrate the target's front-end customer service capabilities with its CDC Supply Chain back office fulfillment solutions to offer an end-to-end online supply chain solution to customers globally. In addition, CDC MarketFirst, a marketing automation and lead generation solution, and CDC Respond complaint and feedback management applications, can help improve promotions and marketing, as well as customer satisfaction for customers of this online platform.
  
  The acquisition is subject to several customary closing conditions, including the execution of definitive documentation related to the acquisition, the receipt of all requisite approvals and consents, and the satisfactory completion of due diligence by CDC Software. The acquisition is expected to close in the fourth quarter of 2009.
  
  "This planned acquisition is expected to be earnings accretive and continues our strategy to acquire on-demand companies that can be rolled up into a single SaaS software solutions provider," said Bruce Cameron, president of CDC Software. "This deal would also launch our entry into the B2C market and we believe it would open up potential opportunities for our CDC Supply Chain and Front Office solutions as an extension to this powerful and innovative online platform."

To see all the Mergers & Acquisitions for today in real-time go to http://www.streetinsider.com/Mergers+and+Acquisitions

Related Categories

Special Reports

Stocks Mentioned

Related Entities

• B. Riley
• Notable Mergers and Acquisitions
• Dividend

Add Your Comment

Name

Subject

Body

Verification can't see the text?
click here to refresh the image.
what's this?