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Notable Mergers and Acquisitions of the Day 01/04: (CLF) (HOLX) (ROVI)

January 4, 2013 10:20 AM EST Send to a Friend
* After the market closed Thursday, an SEC 8-K was filed which read: On December 27, 2012, the Board of Directors of Cliffs Natural Resources Inc. (NYSE: CLF) authorized the sale of the Company’s 30 percent interest in the Amapá joint venture located in Brazil.

Anglo American plc currently owns the remaining 70% of Amapá. Both the Company and Anglo American will be selling their respective interests in a 100% sale transaction to a single entity.

Based on the results of the broad auction process and the terms of the pending sale, management of the Company made a determination on December 27, 2012 that the value of its Amapá Interest recorded in the financial records of the Company needs to be adjusted to reflect the fair value of our investment. Accordingly, the Company will record a pretax impairment charge of approximately $380 million to $420 million, all of which is non-cash, in the Company’s financial statements as of December 31, 2012.

The Company does not expect that the sale of the Amapá Interest will result in material future cash expenditures.

* Also late Thursday, Hologic, Inc. (Nasdaq: HOLX) entered into a definitive agreement to sell its LIFECODES business unit to Immucor, Inc.

Under the terms of the agreement, Hologic will receive $85 million in cash at closing, subject to certain adjustments, and have the opportunity to earn a contingent payment of $10 million based on achievement of certain financial targets for the calendar year 2013.

The transaction is subject to customary closing conditions, including expiration of the applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. The transaction is expected to close during the second fiscal quarter.

The sale of LIFECODES was taken into consideration when the Company issued financial guidance for fiscal 2013 on November 12, 2012.

Hologic acquired the LIFECODES business unit as part of its acquisition of Gen-Probe Incorporated, which was completed on August 1, 2012. LIFECODES sells molecular and antibody-based assays in the markets of transplant diagnostics, specialty coagulation and transfusion medicine.

* Yesterday night, Rovi Corporation (Nasdaq: ROVI) intends to pursue the sale of its Rovi Entertainment Store business as part of its ongoing strategic efforts to focus the Company on growth opportunities related to its core enabling technologies and services. The Company has retained GCA Savvian Advisors, LLC as its financial adviser in connection with the potential sale.

As a result of this decision, Rovi will reclassify the operating results of the Rovi Entertainment Store as discontinued operations, beginning with its fourth fiscal quarter and full fiscal year 2012 results.

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