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Notable Mergers and Acquisitions of the Day 02/22: SLB/SII, IRM, AMCS/MRGE, UTX/GE


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February 22, 2010 10:40 AM EST
  • This weekend, Schlumberger Ltd (NYSE: SLB) and Smith International, Inc. (NYSE: SII) confirmed rumors late last week that the two companies would merge.

    Under the terms of the agreement, Smith shareholders will receive 0.6966 shares of Schlumberger in exchange for each Smith share. Based upon the undisturbed closing stock prices for both companies on February 18, 2010, the agreement places a value of $45.84 per Smith share.

    Shares of Smith International closed at $37.70 per share on Friday, rising from $33.35 per share on Thursday - before the takeover rumors.

    Schlumberger expects to realize incremental pretax synergies--after integration costs--of approximately $160 million in 2011 and approximately $320 million in 2012. Schlumberger expects the combination to be accretive to earnings per share in 2012.

  • Iron Mountain Incorporated (NYSE: IRM) today announced it has acquired Santa Clara, Calif.-based Mimosa Systems, Inc., a leader in enterprise-class content archiving solutions, for approximately $112 million in cash, subject to closing adjustments. The deal provides Iron Mountain with an integrated archive for email, SharePoint data and files, and gives the company an on-premises archiving option to complement its existing cloud-based archives.

    The ability to archive and manage data both onsite, inside the customer’s firewall, and remotely in the cloud makes Iron Mountain a one-stop shop for data capture, archiving and management. It also provides the company’s customers with greater flexibility and choice for managing their information.

    Additionally, the company can now capture and manage a broader range of enterprise information from so-called “edge-of-the-network” devices like desktop PCs and laptops as well as from company repositories like email stores, SharePoint servers and file systems. Many larger businesses still prefer to keep this data on their premises today. Finally, the acquisition allows Iron Mountain to extract intelligence from the information it manages both on-premises and in the cloud, advancing the company’s larger strategy to help enterprises lower the costs and risks associated with storing and managing information.

    We’re really excited about adding Mimosa Systems, said Ramana Venkata, president of Iron Mountain Digital, the technology arm of Iron Mountain. We acquired Mimosa because we believe it offers the best archiving technology on the market, and the company shares our philosophy to help customers reduce the cost and risk of storing and managing information. By combining Mimosa’s on-premises archive with our cloud-based technologies, Iron Mountain can now store, recover and discover digital content wherever it resides. This is a great example of the type of technology acquisition that fits well within our long-term growth strategy.

    Mimosa NearPoint is an enterprise archiving platform with applications for retention and disposition, eDiscovery, compliance supervision, classification, recovery, and end-user search, enabling customers to reduce risk, and lower their eDiscovery and storage costs. Mimosa has more than 1,000 enterprise customers and is recognized by industry analysts as a fast-growing, visionary archiving company.

    Enterprises today are buried in email and other forms of user-generated content, making information storage and management a complex, expensive and risky exercise, said Arun Taneja, founder and consulting analyst of the Taneja Group. This deal strengthens Iron Mountain’s position in the market as a comprehensive provider of information management solutions. Its customers now have greater flexibility to store and manage their information onsite or in the cloud, where it makes sense for their budget and business.

    NearPoint joins a broad portfolio of content archiving, data protection and recovery, and eDiscovery solutions from Iron Mountain Digital. Customers wanting to archive email can now choose either NearPoint for onsite archiving or Iron Mountain’s Total Email Management Suite, powered by Mimecast® technology, for archiving email in the cloud. Additionally, customers can use Iron Mountain’s Digital Record Center® for Compliant Messaging for email that must meet SEC regulations and supervision.

    The addition of the NearPoint content archive also offers customers an enhanced eDiscovery solution set for quickly finding content and applying legal holds across email, file and SharePoint data. For larger litigation matters, organizations can easily transfer their onsite data to Iron Mountain’s cloud solution, Stratify Legal Discovery Service. For smaller matters or in instances where companies want to begin the eDiscovery process on their own, they can do so onsite with Iron Mountain’s early-case assessment tool for eDiscovery, eVantage.

    The Mimosa team will be retained and become an integral part of Iron Mountain Digital. The president and CEO of Mimosa Systems, T. M. Ravi, will assume the role of chief marketing officer for Iron Mountain Digital, responsible for all marketing functions and helping to drive strategy planning and execution for Iron Mountain Digital.

    It’s a win-win situation for our customers and partners who can now leverage Iron Mountain’s global reach and comprehensive information management services, said T.M. Ravi. The Mimosa team will play a key role in the development and execution of the company’s cloud and on-premises information management strategy.

  • AMICAS, Inc. (NASDAQ: AMCS) today filed amended proxy materials with the SEC disclosing, among other things, that it has received an unsolicited proposal from Merge Healthcare Incorporated (NASDAQ: MRGE) under which Merge would seek to acquire all of the outstanding shares of AMICAS for $6.05 per share in cash. Merge's highly-conditional proposal is (i) dependent on third-party financing, (ii) subject to a "reverse break" fee, which essentially gives Merge a $10 million "option" to buy AMICAS; (iii) subject to a number of additional conditions, the satisfaction of which are within Merge's control, and (iv) has been characterized as Merge's "best and final" proposal. Given the highly-conditional nature of Merge's most recent proposal, the AMICAS Board of Directors believes that the Merge proposal is illusory and risky to AMICAS stockholders.

  • United Technologies (NYSE: UTX) has won EU approval to buy GE's (NYSE: GE) fire-alarm and surveillance-systems unit.

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

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