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Notable Mergers and Acquisitions of the Day 03/24: (WAG)/(DSCM) (PXP) (PKI)

March 24, 2011 10:32 AM EDT
  • Walgreen Co. (NYSE: WAG) has entered into an agreement for the acquisition of drugstore.com (Nasdaq: DSCM) in a deal with an enterprise value of $409 million.

    Under the terms of the merger agreement, drugstore.com stockholders will receive $3.80 in cash for each share of stock, which represents an equity value of approximately $429 million.

    Closing is expected by the end of June 2011. Walgreens will used cash on hand to fund the acquisition.

    Walgreens anticipates the transaction to be dilutive to earnings per share in Q411 by approximately $0.03 due to transaction-related one-time costs. Based on Walgreens intention to reinvest in the business, the company further anticipates the transaction to be dilutive to earnings per share by $0.03 - $0.04 in FY12, and $0.01 - $0.02 in FY13.

    Credit Suisse Securities (USA) LLC acted as financial advisor to Walgreens in the transaction, and the law firms of Sidley Austin LLP and Weil Gotshal & Manges LLP served as legal counsel for Walgreens. Allen & Company LLC and Sonenshine Partners LLC acted as financial advisors to drugstore.com. The law firm of Wilson Sonsini Goodrich & Rosati, Professional Corporation served as legal counsel to drugstore.com.

  • Plains Exploration & Production Company (NYSE: PXP) updates on efforts to separate its deepwater and onshore businesses.

    "We believe it prudent to allow time for the regulatory uncertainties to abate and to complete the Lucius well test operations before proceeding," James C. Flores, Chairman, President and CEO of PXP commented. "Our Lucius operator, Anadarko Petroleum Corporation (NYSE: APC), recently received approval to conduct well test operations beginning late March 2011. The flow test is a key milestone to possible project sanctioning in 2011, which results in significant discovered resources becoming proved reserves. Prior to separation, potential additional drilling could occur on the current leasehold on 50,000 acres covering 10 OCS blocks to further de-risk the Lucius-Phobos complex."

    PXP anticipates capital exposure for these properties in CY11 of approximately $50 - $60 million net to PXP with the easing of Gulf of Mexico activity curtailments

  • PerkinElmer, Inc. (NYSE: PKI) has entered into a definitive agreement for the acquisition of CambridgeSoft Corporation. The acquisition is expected to close in Q211.

    PerkinElmer also completed the acquisition of ArtusLabs, Inc.

    For FY11, CambridgeSoft and ArtusLabs anticipate aggregate revenues of approximately $65 million, and the initial aggregate cash purchase price for these companies is approximately $220 million, plus potential additional contingent consideration of up to $15 million.

    PerkinElmer sees the acquisitions about $0.13 dilutive to FY11 GAAP EPS, or $0.04 on a non-GAAP basis.
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