Notable Mergers and Acquisitions of the Day 03/13: (MDS) (DELL) (WOLF) (FFFD)

• TBC Corporation and Midas, Inc. (NYSE: MDS) today announced that they have entered into a definitive merger agreement, pursuant to which TBC will acquire Midas through a cash tender offer at $11.50 per share. The all-cash transaction is valued at approximately $310 million, including the assumption of approximately $137 million in debt and pension liabilities. The $11.50 per share offer price represents a 75 percent premium over Midas’ closing price of $6.58 on August 11, 2011, when Midas announced it would conduct a strategic review process, and a 28 percent premium over the closing share price as of Monday, March 12, 2012.
  
  The proposed transaction has been unanimously approved by the boards of directors of both companies. In addition, Midas Chairman, President and Chief Executive Officer Alan Feldman has signed a tender and voting agreement in support of the offer.
  
  
  Under the terms of the merger agreement, TBC will commence a cash tender offer no later than March 28, 2012. The closing of the transaction is expected to occur by the end of the second quarter, and is subject to customary terms and conditions, including regulatory clearance under the Hart-Scott-Rodino Antitrust Improvements Act. The merger agreement also provides for customary termination fees payable by Midas under certain circumstances and a provision under which Midas has agreed not to solicit any competing offers.
  
  Morgan Joseph TriArtisan LLC is acting as financial advisor to TBC and Morgan, Lewis & Bockius is acting as legal advisor. J.P. Morgan Securities LLC is acting as the financial advisor to Midas and Kirkland & Ellis LLP is acting as legal advisor.
  
  
• Dell (Nasdaq: DELL) today announced it has signed a definitive agreement to acquire SonicWALL, Inc., a leader in advanced network security and data protection. SonicWALL’s industry-leading Next-Generation Firewalls and Unified Threat Management (UTM) Firewalls complement Dell’s security solutions portfolio, enabling it to offer customers a broader range of enterprise offerings.
  
  Customers of all sizes face increasing challenges in maintaining effective IT security, from the exponential growth of data and rapid adoption of cloud-based solutions, to the increased presence of consumer devices brought into the enterprise environment. SonicWALL expands Dell’s rapidly growing security portfolio, which includes Dell SecureWorks security services, cloud security solutions and data encryption solutions, and Dell KACE vulnerability and patch management.
  
  Dell has taken significant steps to expand its enterprise solutions portfolio to offer customers a complete range of products and solutions to help customers simplify the management of their IT infrastructure. Dell remains committed to delivering complete security solutions using the most effective technologies and services from both Dell and from other providers.
  
  
• An affiliate of Apollo Global Management, LLC (NYSE: APO) and Great Wolf Resorts, Inc. (Nasdaq: WOLF) announced that they have entered into a definitive merger agreement (the “Merger Agreement”) whereby Apollo, a leading global asset manager, will acquire Great Wolf, North America’s largest family of indoor waterpark resorts, for approximately $703 million, including the assumption of the Company’s outstanding debt.
  
  Through a cash tender offer (the “Equity Tender Offer”) that is expected to commence today, Apollo will make an offer to purchase all outstanding shares of Great Wolf common stock for $5.00 per share. This offer represents a premium of 72.9% over the six-month average of Great Wolf’s share price ending on March 12, 2012, a premium of 50.4% over the ninety-day average of Great Wolf’s share price ending on March 12, 2012, and a 19.3% premium over Great Wolf’s closing stock price on March 12, 2012.
  
  The transaction was unanimously recommended by an independent strategic review committee of the board of directors of Great Wolf and unanimously approved by the board of directors of Great Wolf, who are recommending that Great Wolf stockholders tender their shares in the offer.
  
  Great Wolf operates some of North America’s premier family-oriented destination facilities and is the indoor waterpark resort industry leader. The first Great Wolf Lodge resort opened in 1997 in Wisconsin Dells, Wisconsin; Great Wolf now operates 11 properties throughout North America. These resorts generally feature 300–600 rooms and a large indoor entertainment area measuring 40,000–100,000 square feet. The all-suite properties offer a variety of room styles, arcade/game rooms, fitness rooms, themed restaurants, spas, supervised children’s activities and other amenities.
  
  Deutsche Bank Securities Inc. is serving as financial advisor to the Company, and Paul, Weiss, Rifkind, Wharton & Garrison LLP is serving as the Company’s legal advisor. Morgan Stanley & Co. LLC, UBS Investment Bank and Nomura Securities International, Inc. are serving as financial advisors to Apollo, and Akin, Gump, Strauss, Hauer & Feld LLP is serving as Apollo’s legal advisor.
  
  
• On March 12, 2012, North Central Bancshares, Inc. (Nasdaq: FFFD) entered into a Merger Agreement with Great Western Bancorporation, Inc., an Iowa Corporation, and 150, Inc. an Iowa corporation and newly-formed direct wholly-owned subsidiary of Great Western.
  
  Under the terms of the Merger Agreement, and subject to the terms and conditions thereof, 150 will merge with and into North Central, which shall be the surviving corporation in such merger, and be wholly-owned by Great Western as the result of such merger.
  
  Subject to certain conditions contained in the Merger Agreement, upon effectiveness of the Merger, each issued and outstanding share of common stock of North Central will be converted into the right to receive $30.58 per share in cash, representing a premium of approximately 39% over North Central’s closing price on March 12, 2012. The aggregate consideration that the shareholders of North Central Bancshares, Inc. will receive as a result of the Merger is approximately $41.5 million.
  
  In accordance with the terms of the Merger Agreement, North Central and its advisors are permitted to solicit and consider acquisition proposals from third parties through April 12, 2012. It is not anticipated that any developments will be disclosed with regard to this process unless North Central’s Board of Directors accepts an alternative superior acquisition proposal in accordance with the terms of the Merger Agreement. There can be no assurance that the solicitation of proposals will result in any such alternative transaction.
  
  The Merger Agreement also provides that in connection with the termination of the Merger Agreement, under specified circumstances North Central may be required to reimburse Great Western for certain of its fees and expenses and to pay Great Western a termination fee equal to $830,000 or $1,660,000, depending on the circumstances at the time of termination.

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