Notable Mergers and Acquisitions of the Day 02/23: MCHP/SSTI, BAM/GGWPQ/SPG, SLTM

FREE Breaking News Alerts from StreetInsider.com!

MCHP Hot Sheet

Overall Analyst Rating:
NEUTRAL (= Flat)

Dividend Yield: 4.5%

Microchip Technology Incorporated (NASDAQ: MCHP) today announced that it entered into an amendment to its February 2, 2010 definitive agreement to acquire Silicon Storage Technology, Inc. (NASDAQ: SSTI). Under the revised terms, SST shareholders would be entitled to receive $3.00 per share in cash compared to $2.85 per share prior to the amendment. This amendment was in response to an offer made by another party to SST’s Strategic Committee on February 19, 2010.

The $3.00 per share represents an approximate 42.8% premium to the amount that the holders of SST common stock would have received under the previously announced merger agreement between SST and Technology Resources Holdings, Inc., and an approximate 61.3% premium to the closing price per share of SST’s stock on November 12, 2009, the last day of trading prior to the announcement of the execution of the definitive merger agreement with Technology Resources Holdings, Inc.

The acquisition has been unanimously approved by the Boards of Directors of each company and is expected to close in the second quarter of calendar 2010, subject to approval by SST’s stockholders and other customary closing conditions.

"We continue to be excited about this transaction and believe that it remains attractive for both parties for all of the financial and technological reasons that we earlier stated," said Steve Sanghi, President and CEO. "We’re also pleased to add SST’s talented employees to our team," continued Mr. Sanghi.
According to reports from the Wall Street Journal, Brookfield Asset Management (NYSE: BAM) is preparing a bid for a large stake of bankrupt mall owner General Growth Properties (NASDAQ: GGWPQ), which is already the target of a hostile takeover bid from rival Simon Property Group (NYSE: SPG).

Brookfield's offer would allow General Growth to exit Chapter 11 bankruptcy as a standalone company, with Brookfield as its largest shareholder.

A bid could come as soon as this week, the report said.

Brookfield's plan would value General Growth's equity at a little more than the $3 billion Simon has bid. Unsecured General Growth creditors, however, would have to accept equity.
Solta Medical, Inc. (NASDAQ: SLTM) today announced it has entered into a definitive agreement to acquire privately-held Aesthera Corporation, which is based in Pleasanton, California. Under the terms of the definitive agreement, Solta will acquire Aesthera for $5.25 million in Solta common stock and cash, with potential additional base line milestones of $750,000 for a consideration of $6.0 million. Excluding acquisition and integration related charges, the transaction is expected to be accretive to Solta Medical's earnings within twelve months.

In addition, there are $10 million of stretch milestones which would be paid to Aesthera shareholders if Aesthera achieves revenue ranging from $14 to $21 million in the twelve months beginning April 1, 2010. The proposed transaction becomes increasingly accretive to Solta Medical shareholders as Aesthera achieves the higher milestone revenue and payments. Aesthera's unaudited revenue for the twelve months ended December 31, 2009 was approximately $8.5 million. Solta Medical expects to close the transaction prior to March 31, 2010.

Aesthera's light-based treatment systems - the Isolaz™ and Isolaz Pro ™ platforms – are based on proprietary Photopneumatic™ technology and are the only laser or light based devices with FDA marketing clearance for the treatment of inflammatory acne, comedonal acne, pustular acne, and mild-to-moderate inflammatory acne. These conditions impact an estimated forty-to-fifty million individuals in the U.S. annually. Isolaz treatments have an immediate visible impact on acne 24 – 48 hour post first treatment and are painless. Facial treatments take as little as 10 minutes, require no anesthetics or numbing creams, and provide additional cosmetic benefits such as smoother appearing skin.

"We are very excited to broaden our portfolio of superior solutions for dermatologists and aesthetic physician with the addition of the Isolaz brand to Solta Medical. Treatment of acne with Isolaz offers physicians and their patients an effective alternative to the risks of oral drug treatments and their associated side effects," said Stephen J. Fanning, Chairman of the Board, President, and CEO of Solta Medical. "In addition, physicians also turn to Isolaz acne treatments for patients who have experienced little to no benefit from topical and oral antibiotic regimens in treating acne."

"The acquisition will leverage our current call point, and provides compelling opportunities to leverage our marketing resources targeting both physicians and consumers. We have one of the largest global sales and marketing organizations in the industry and an extensive international distribution network. Our combined distribution strength will provide us with the ability to place systems with new customers, as well as drive sales of treatment tips to a worldwide installed base of over 6,500 systems. Our goal is to extend the cross-selling success that we demonstrated during the past year with the Thermage and Fraxel brands to the Isolaz brand," added Mr. Fanning.

"We are very excited about becoming part of Solta Medical," said Alon Maor, President and CEO of Aesthera Corporation. "Over the past several years, our team has built Isolaz into one of the most recognized and well respected names in the medical community for difficult to treat acne, which affects millions of people. Patients unable to find successful treatments for their acne have found solutions from dermatologists using our technology. Now, we believe that under the Solta Medical umbrella, Isolaz can achieve its full market potential, both in the U.S. and abroad."

Shattuck Hammond Partners, a division of Morgan Keegan & Company, Inc., served as exclusive financial advisor to Solta Medical and Gravitas Healthcare, LLC served as exclusive financial advisor to Aesthera Corporation in this transaction.