Notable Mergers and Acquisitions of the Day 03/19: (UPS) (ABVT) (FLDR) (ADGF)
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- United Parcel Service, Inc. (NYSE: UPS) and TNT Express N.V. have reached agreement on a recommended all-cash public offer of €9.50 per ordinary share by UPS for TNT Express (the “Offer”). TNT Express’ Executive and Supervisory Boards unanimously intend to support and recommend the Offer.
The offer price of €9.50 (including any dividend or other distribution other than the financial year 2011 final dividend payment not exceeding €0.004 per share) represents a 53.7% premium to TNT Express’ unaffected share price on February 16, 2012 of €6.18, the day before TNT Express and UPS announced their ongoing discussions. The Offer values the issued and outstanding share capital of TNT Express at €5.16 billion ($6.77 billion).
The combination of UPS and TNT Express will create a global leader in the logistics industry, with annual revenues of more than €45 billion ($60 billion(1)) and will deliver significant benefits for the shareowners, customers, employees and other stakeholders of both companies.
After careful consideration of all of TNT Express’ strategic alternatives, the Executive and Supervisory Boards of TNT Express believe this transaction is in the best interests of the company and its stakeholders and intend to support and unanimously recommend the Offer for acceptance to TNT Express’ shareholders. Goldman Sachs International has issued a fairness opinion to the Supervisory and Executive Boards of TNT Express and Lazard B.V. has issued a fairness opinion to the Supervisory Board, in each case to the effect that, as of today, the offer price is fair to the TNT Express shareholders from a financial point of view.
The Offer values 100% of the issued and outstanding share capital at €5.16 billion. UPS intends to finance the Offer by utilizing $3 billion in existing cash on balance sheet and through new debt arrangements. UPS will make a timely certain funds announcement as required by Section 7 Paragraph 4 of the Decree on Public Takeover Bids (Besluit Openbare Biedingen Wft). UPS has a strong financial position and remains committed to maintaining a strong balance sheet.
UPS and TNT Express have done extensive preparatory work on the required competition filings. UPS is confident that it will secure all relevant competition approvals.
On termination of the Merger Protocol because of the competition offer condition not being satisfied or waived, UPS will forfeit a termination fee to TNT Express equal to €200 million.
Morgan Stanley, UBS and Bank of America Merrill Lynch are acting as financial advisors to UPS; Goldman Sachs is acting as financial advisor to TNT Express and Lazard is acting as financial advisor to the Supervisory Board of TNT Express.
Freshfields Bruckhaus Deringer is acting as legal counsel to UPS; Allen & Overy is acting as legal counsel to TNT Express.
- Zayo Group, LLC and AboveNet, Inc. (NYSE: ABVT) today announced that their boards of directors have approved a definitive agreement under which Zayo will acquire AboveNet for approximately $2.2 billion. Under the terms of the agreement, each share of AboveNet common stock issued and outstanding immediately prior to the transaction will be entitled to receive $84.00 per share in cash, representing a 13% premium over AboveNet’s closing price on March 16, 2012 and a 21% premium over the average closing stock price for the past 60 days.
As part of the transaction, GTCR, a leading Chicago-based private equity firm, will make an equity investment in Zayo.
This transaction is not subject to any financing conditions. Morgan Stanley Senior Funding, Inc. and Barclays have committed to provide Zayo Group, LLC with sufficient committed debt financing that together with equity commitments from GTCR and Charlesbank Capital Partners will allow Zayo to consummate the acquisition and repay or refinance certain existing indebtedness of Zayo and AboveNet.
The definitive agreement contains a 30-day “go-shop” provision, whereby AboveNet has the right to solicit and enter into discussions with respect to alternative acquisition proposals until April 17, 2012, subject to extension to May 2, 2012 under certain circumstances. There can be no assurance that this process will result in a superior proposal, and the definitive agreement provides Zayo certain rights to match any such proposal. AboveNet does not intend to disclose developments with respect to the solicitation process unless and until its Board of Directors has made a decision with respect to any alternative proposals it receives.
J.P. Morgan acted as lead financial advisor to AboveNet with Moelis & Company LLC acting as co-advisor. Moelis & Company LLC will lead the go-shop process with J.P. Morgan acting as co-advisor. Wiggin and Dana LLP is serving as AboveNet’s legal advisor. Willkie Farr & Gallagher LLP is serving as legal counsel to AboveNet’s Board of Directors.
Latham & Watkins LLP and Gibson Dunn & Crutcher LLP are serving as GTCR’s and Zayo’s legal advisors, respectively.
The transaction, subject to customary approvals, is expected to close in mid 2012.
- Flanders Corporation (OTCBB: FLDR), has entered into a definitive agreement to be acquired by an affiliate of Insight Equity Holdings LLC (Insight Equity), a middle-market private equity firm, in a transaction valued at approximately $192 million excluding fees and expenses.
Under the terms of the agreement, upon consummation of the transaction Flanders' shareholders will receive $4.40 per share in cash for each share of Flanders' common stock, representing a premium of 39 percent over the average closing share price of $3.17 during the last 30 days ending March 16, 2012 and a 42 percent premium over Flanders' average closing share price of $3.10 during the last 90 days ending March 16, 2012.
The transaction is subject to shareholder approval and other customary closing conditions and is targeted to close in the second quarter of 2012.
Oppenheimer & Co. Inc. is acting as Flanders' exclusive financial advisor. McGuireWoods LLP serves as special counsel to Flanders' board in connection with this transaction. Johnson, Pope, Bokor, Ruppel & Burns, LLP serves as Flanders' general corporate counsel. Hunton & Williams LLP is acting as legal advisor to Insight Equity and its affiliates.
PNC Bank, National Association, member of The PNC Financial Services Group, Inc., has committed to provide a senior revolving credit facility in support of the transaction. FS Investment Corporation (which is advised by FB Income Advisor, LLC and sub-advised by GSO / Blackstone Debt Funds Management LLC) has committed to provide unitranche and mezzanine debt financing and equity financing in support of the transaction.
- The adidas Group and Adams Golf, Inc. (Nasdaq: ADGF) today announced that the TaylorMade-adidas Golf business segment has entered into a definitive agreement to acquire all of the outstanding shares of Adams Golf for $10.80 per share in cash. The transaction value is approximately $70 million (approximately € 53 million), which represents a premium of approximately 71% to the share price prior to Adams Golf's announcement that it was examining strategic alternatives on January 4, 2012.
The Board of Directors of Adams Golf has unanimously approved the transaction. Certain insiders, who include John M. Gregory, Joseph R. Gregory, SJ Strategic Investments LLC, B.H. (Barney) Adams, Russell L. Fleischer, Mark R. Mulvoy and Robert D. Rogers, collectively own approximately 35% of Adams Golf's outstanding shares and have agreed to vote their shares in favor of the transaction. The adidas Group plans to finance the acquisition with cash on hand or through existing credit lines. The transaction is subject to customary closing conditions and regulatory approvals as well as approval by Adams Golf shareholders. The transaction is expected to close mid-2012.
In connection with the transaction, Barclays is acting as financial advisor to the adidas Group, and Sheppard Mullin Richter & Hampton LLP is serving as legal counsel. Morgan Stanley is acting as financial advisor to Adams Golf and Haynes & Boone, LLP is serving as legal counsel.
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