Notable Mergers and Acquisitions of the Day 01/25: (T)/(VZ) (CSCO) (GPI) (FSLR)

January 25, 2013 10:11 AM EST Send to a Friend
* On January 25, 2013, AT&T Inc. (NYSE: T) announced that it has agreed to acquire spectrum in the 700 MHz B band from Verizon Wireless (NYSE: VZ) for $1.9 billion in cash and a contribution of Advanced Wireless Services (AWS) spectrum licenses in five markets.

The 700 MHz licenses to be acquired by AT&T cover 42 million people in 18 states — California, Colorado, Florida, Idaho, Illinois, Louisiana, Montana, New Mexico, New York, Ohio, Oklahoma, South Dakota, Tennessee, Texas, Utah, Virginia, Washington and Wyoming.

This acquisition complements AT&T’s existing holdings in the 700 MHz B band and will allow AT&T to continue to deploy 4G LTE services to meet demand for mobile Internet services on a wide array of smartphones, tablets and other devices. The company announced in November 2012 that it plans to reach 300 million people in the U.S. with its 4G LTE network by the end of 2014.

The transaction is subject to regulatory approval. AT&T anticipates closing the transaction in the second half of 2013.

* Belkin announced that it has entered into an agreement to acquire Cisco’s (Nasdaq: CSCO) Home Networking Business Unit, including its proven products, technology, well-known Linksys brand and talented employees. With global operations, Linksys’ main office is located in Irvine, Calif.

Belkin intends to maintain the Linksys brand and will offer support for Linksys products as part of this transaction. All valid warranties will be honored by Belkin for current and future Linksys products. After the transaction closes, Belkin will account for approximately 30 percent of the U.S. retail home and small business networking market.

Belkin and Cisco intend to develop a strategic relationship on a variety of initiatives including retail distribution, strategic marketing and products for the service provider market. Having access to Cisco’s specialized software solutions across all of Belkin’s product lines will bring a more seamless user experience for customers. Merging the innovation capabilities of Linksys and Belkin provides a powerful platform from which to develop the next generation of home networking technology.

Specific financial terms of the transaction are undisclosed. The transaction is subject to various standard closing conditions and is expected to close in March 2013.

* Group 1 Automotive, Inc. (NYSE: GPI) has entered into a definitive agreement to purchase 100 percent of the outstanding shares of UAB Motors Participacoes S.A., one of Brazil's largest automotive retailers, for approximately $47.4 million cash, 1.45 million shares of Group 1 common stock and the assumption of approximately $62 million of net non-floorplan debt. Upon closing, Group 1 will assume ownership of 100 percent interest in 18 dealerships – two Toyota, four Nissan, two BMW, two BMW/MINI, three Renault, three Peugeot, one Land Rover and one Land Rover/Jaguar. The dealerships, that include 21 franchises representing eight major brands in the Sao Paulo market and key metropolitan markets in the neighboring state of Parana, are expected to generate approximately $650 million in estimated annual revenues.

Group 1 expects the pending transaction to be modestly accretive, approximately $0.03 to $0.05, to earnings per diluted common share in 2013 excluding any associated deal costs. The acquisition is targeted to close on or about Feb. 28, 2013, and is subject to customary closing conditions, including approval from various manufacturers.

Group 1 anticipates that it will report pretax deal costs associated with this acquisition of approximately $1.5 million in its fourth-quarter 2012 results.

Barclays acted as the exclusive advisor to Group 1 on this transaction. Jones Day and Mattos Filho acted as legal counsel to Group 1 on this transaction.

* First Solar, Inc. (Nasdaq: FSLR) has been notified of an unsolicited “mini-tender” offer by TRC Capital Corporation (TRC) to purchase up to 2,000,000 shares, or approximately 2.3 percent, of the outstanding First Solar common stock at a price of $30.00 per share in cash. TRC’s offer price is approximately 5 percent less than the $31.58 closing price of First Solar’s common stock on January 22, 2013, the day before the mini-tender offer commenced.

First Solar does not endorse TRC’s mini-tender offer and recommends that First Solar stockholders do not tender their shares in response to the offer because it is a mini-tender offer at a price below the market price for First Solar shares (as of the date First Solar received notice of the offer) and is subject to numerous conditions. According to TRC’s offer documents, First Solar stockholders who have already tendered their shares may withdraw their shares at any time prior to 12:01 a.m. New York City time, on Feb. 22, 2013, the expiration date set forth in the offer documents (unless extended), by following the procedures described in the offer documents. First Solar urges stockholders to obtain current market quotes for their shares, to review the conditions to TRC’s mini-tender offer, to consult with their brokers or financial advisors and to exercise caution with respect to this mini-tender offer. First Solar is not associated with TRC, its mini-tender offer or the offer documentation.

TRC has made many similar mini-tender offers for shares of other companies. Mini-tender offers are designed to seek to acquire less than 5 percent of a company’s outstanding shares, thereby avoiding many disclosure and procedural requirements of the Securities and Exchange Commission (SEC) that apply to offers for more than 5 percent of a company’s outstanding shares. As a result, mini-tender offers do not provide investors with the same level of protections as provided by larger tender offers under United States securities laws.

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


Serious News for Serious Traders! Try StreetInsider.com Premium Free!

You May Also Be Interested In





Related Categories

Special Reports

Related Entities

Barclays, Notable Mergers and Acquisitions, Earnings

Add Your Comment