Notable Mergers and Acquisitions of the Day 02/06: (ELN)/(BIIB) (RS)//(MUSA) (GOOG)/(ICGE) (CRM)

February 6, 2013 10:15 AM EST
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* Elan Corp. plc (NYSE: ELN) announced that it has agreed to restructure the Tysabri collaboration with Biogen Idec (Nasdaq: BIIB). Under the terms of the agreement, Elan will move from the current 50:50 business collaboration to an upfront payment of $3.25 billion and a double digit tiered royalty structure for the complete asset.

Highlights of Transaction Upon Closing:

* Up front cash payment of $3.25 billion to Elan
* First 12 months: royalty of 12% of Tysabri global net sales (all indications)
* Tiered royalty structure after 12 months
* 18% on up to $2 billion of global net sales (all indications)
* 25% on over $2 billion of global net sales (all indications)
* Biogen Idec will have full ownership and control of Tysabri
* Current 50:50 collaboration will terminate
* Provides tax efficient capital and long term cash flow to Elan

* Reliance Steel & Aluminum Co. (NYSE: RS) and Metals USA Holdings Corp. (NYSE: MUSA) today announced a definitive merger agreement whereby Reliance Steel & Aluminum Co. (“Reliance”) will acquire all outstanding shares of Metals USA Holdings Corp. (“Metals USA”) for $20.65 per share in cash, representing an enterprise value of approximately $1.2 billion. The transaction is expected to close in the second quarter of 2013. Metals USA’s assets at December 31, 2012 and sales for the year then ended were approximately $1.0 billion and $2.0 billion, respectively. Upon completion of the acquisition, Reliance will have total assets of over $6.5 billion and annual sales of over $10.0 billion.

The transaction has been unanimously approved by the respective Boards of Directors of Reliance and Metals USA. The transaction is subject to approval by Metals USA stockholders, along with the receipt of regulatory clearances and the satisfaction of other customary closing conditions, and includes a 30-day “go-shop” period. David H. Hannah, Chairman and Chief Executive Officer of Reliance, will continue as Chairman and Chief Executive Officer of the combined company. Lourenco Goncalves, Chairman, President and Chief Executive Officer of Metals USA will retire upon closing of the transaction.

Reliance plans to operate Metals USA under its current brand names. This will enable Reliance to retain Metals USA’s brand equity while allowing the combined organization to capitalize on the resources, capabilities and leading practices of each entity, benefiting all stakeholders.

Reliance expects to fund the transaction and refinance Metals USA’s existing indebtedness from Reliance’s existing $1.5 billion credit facility, together with funds from accessing the bank credit markets, as well as the debt capital markets. This expected financing will also provide additional liquidity to allow Reliance to support and continue to grow its operations. On a pro forma basis giving effect to this transaction, Reliance’s net debt-to-total capital ratio is expected to be approximately 42%, which is in line with Reliance’s targeted leverage.

The merger agreement permits Metals USA to solicit alternative acquisition proposals from third parties through March 8, 2013, and Metals USA intends to do so with the assistance of its financial and legal advisors. It is not anticipated that any developments will be disclosed with regard to this process unless the Metals USA Board of Directors makes an affirmative decision to proceed with an alternative acquisition proposal. In addition, Metals USA may, subject to certain procedural limitations under the terms of the definitive merger agreement, respond to unsolicited alternative acquisition proposals subsequent to March 8, 2013. If the merger agreement is terminated under certain circumstances relating to an alternative transaction, Reliance will be entitled to receive a termination fee from Metals USA.

Investment funds affiliated with Apollo Global Management, LLC (NYSE: APO), which own approximately 53% of the outstanding shares of Metals USA common stock, have entered into a Voting Agreement pursuant to which they have agreed to vote in favor of the merger. Consummation of the merger requires approval by the holders of a majority of the outstanding shares of common stock of Metals USA.

Moelis & Company LLC is acting as exclusive financial advisor to Reliance. Davis Polk & Wardwell LLP is serving as Reliance’s outside legal advisor. Goldman Sachs & Co. is acting as financial advisor to Metals USA. Morgan Stanley also provided the Board of Directors of Metals USA with a fairness opinion in connection with the transaction. Wachtell, Lipton, Rosen & Katz is serving as outside legal advisor to Metals USA.

* ICG Group, Inc. (Nasdaq: ICGE) is pleased to announce that one of its consolidated companies, Channel Intelligence, Inc., has entered into a definitive agreement to be acquired by Google Inc. (Nasdaq: GOOG) for $125 million in cash. The transaction, which is subject to customary closing conditions, is expected to be completed in the first quarter of 2013.

ICG is expected to realize approximately $60.5 million in connection with the transaction. A portion of ICG's proceeds will be held in escrow and will be subject to potential identification claims. ICG does not expect to owe any income taxes in connection with the transaction.

*, Inc. (NYSE: CRM) has acquired French start-up EntropySoft, according to EntropySoft's corporate website. The company offers technology used by business to simplify the integration of their products into cloud repositories and enterprise content management (ECM).

Terms of the deal weren't disclosed.

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