Notable Mergers and Acquisitions of the Day 01/31: AMB/PLD, PPD, ANR/MEE
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- AMB Property Corporation (NYSE: AMB) and ProLogis (NYSE: PLD) announced a definitive agreement to combine through a merger of equals, with the companies expected to have an equity market cap of approximately $14 billion, a total market capitalization in excess of $24 billion, and gross assets owned and managed of approximately $46 billion.
Under the terms of the agreement, each ProLogis common share will be converted into 0.4464 of a newly issued AMB common share, and the combined company will be an UPREIT. The merger is subject to customary closing conditions, including receipt of approval of AMB and ProLogis shareholders. The parties currently expect the transaction to close during the second quarter of 2011. The all-stock merger is intended to be a tax-free transaction. Upon completion of the merger, the company will be named ProLogis and will trade under the ticker symbol PLD (NYSE).
- Pre-Paid Legal Services, Inc. (NYSE: PPD) announced that they have entered into a definitive agreement to be acquired by MidOcean PPL Holdings Corp. and PPL Acquisition Corp., both newly created entities formed by MidOcean Partners, for $66.50 per outstanding share, or a total consideration of $650 million.
Closing is expected before July 31, 2011.
The Special Committee was advised by an independent financial advisor, Berenson & Company, and an independent legal advisor, Mayer Brown LLP. Macquarie Capital acted as financial advisor to MidOcean Partners and Kirkland & Ellis LLP acted as legal advisor.
- After the market closed last Friday, Alpha Natural Resources (NYSE: ANR) announced an agreement to acquire Massey Energy (NYSE: MEE) in a deal worth $8.5 billion.
Under the terms of the deal, Massey stockholders will receive 1.025 shares of Alpha common stock and $10.00 in cash for each share they own. The agreement, based on Friday's close, is worth $69.33 per Massey share, a 21% premium to Massey's closing price on Friday.
The merged company will have 110 mines and 5 billion tons of coal reserves, in addition to one of the world's largest, highest-quality metallurgical coal reserve bases.
The combined company will have expected 2010 revenues of approximately $6.9 billion and synergies of the merger are expected to exceed an annual run-rate of $150 million within the second year of operations.
"We’re very pleased that Massey has chosen to join forces with Alpha and commit to this truly transformational deal,” said Kevin Crutchfield, Alpha's CEO.
The deal is expected to close in mid-2011.
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