Notable Mergers and Acquisitions of the Day 03/07: (HOTT) (MDP) (WLK)

March 7, 2013 10:21 AM EST
* Hot Topic, Inc. (Nasdaq: HOTT) and Sycamore Partners announced that they have entered into a definitive agreement pursuant to which Sycamore Partners will acquire Hot Topic for $14.00 per share in cash, or a total of approximately $600 million. The agreement, which has been unanimously approved by Hot Topic’s Board of Directors, represents a premium of approximately 30% over Hot Topic’s closing stock price on March 6, 2013.

The transaction, which is structured as a one-step merger with Hot Topic as the surviving corporation, is subject to customary closing conditions, including receipt of shareholder and regulatory approvals. The transaction requires the affirmative vote of holders of a majority of the Company’s outstanding shares, which will be sought at a special meeting of shareholders.

In connection with the merger agreement, Lisa Harper and Becker Drapkin Management LP, holders of 8.9% of the Company’s stock, each signed customary support agreements indicating they would support the proposed transaction.

Guggenheim Securities is acting as financial advisor to Hot Topic in connection with the transaction. Cooley LLP is acting as Hot Topic’s legal advisor. BofA Merrill Lynch is acting as financial advisor to Sycamore Partners and Winston & Strawn LLP and the Law Offices of Gary M. Holihan, P.C. are acting as its legal counsel.

* After markets closed Wednesday, Meredith Corporation (NYSE: MDP) confirmed that it held discussions with Time Warner, Inc. (NYSE: TWX) regarding a potential combination of Meredith's National Media Group with Time Inc.'s Lifestyle and Style & Entertainment brands. Earlier today, Time Warner announced that it is going to spin off its entire Time Inc. subsidiary into a separate publicly traded company.

* Also after markets closed Thursday, Westlake Chemical Corporation (NYSE: WLK) entered into a definitive agreement with CertainTeed Corporation, a subsidiary of the French public company, Compagnie de Saint-Gobain, to purchase its Pipe and Foundation Group (PFG), a leading producer of PVC pipe and fittings for municipal, water well, mining, agriculture and irrigation applications. The sale is for a purchase price of $175 million in cash, including $22 million of working capital, with closing adjustments. The transaction is expected to close in the 2nd quarter of 2013, subject to standard closing conditions, including regulatory review.

The PFG acquisition includes the PVC pipe, fittings, profiles and foundations business and associated operating facilities in Lodi, California and McPherson, Kansas with production capacity of approximately 150 million pounds per year. Westlake will also acquire technologies and intellectual properties for the production of a number of specialized products, including Certa-Lok restrained joint pipe and Yelomine branded products for a variety of end market applications.

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