Notable Mergers and Acquisitions of the Day 03/30: MSCC/WEDC, HDNG, JNJ

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Microsemi Corporation (NASDAQ: MSCC) entered into a definitive agreement to acquire White Electronic Designs Corporation (NASDAQ: WEDC) through a cash tender offer at $7.00 per share for a net transaction value of approximately $100 million, net of White Electronic's projected cash balance at closing.

Shares of WEDC closed at $5.46 per share yesterday.

Microsemi expects that there will be significant cost synergies from the transaction and that Microsemi can drive gross profit levels to its own corporate target as Microsemi exits lower margin business, drives a richer product mix, and realizes operational and other cost synergies by Microsemi's fourth fiscal quarter, ended October 3, 2010. Based on current assumptions, Microsemi further expects the acquisition to be $0.08 to $0.12 accretive in its full fiscal year 2011.
Industrias Romi S.A. today announced that it has commenced a fully funded cash tender offer to acquire all of the outstanding shares of Hardinge IncHardinge Inc. (NASDAQ: HDNG) for $8.00 per share. The offer and withdrawal rights are scheduled to expire at 12:00 midnight, New York City time, on May 10, 2010, unless extended or terminated.

The offer represents a premium of 46% to Hardinge's closing share price on February 3, 2010, the last trading day prior to the public disclosure of Romi's offer to Hardinge's Board of Directors, and a premium of over 63% to Hardinge's closing share price on December 14, 2009, when Romi first formally communicated its interest to Hardinge in pursuing a business combination. The offer is not subject to any financing condition and will be funded entirely from Romi's internal resources. In light of the rejection of Romi's earlier proposal by Hardinge's Board of Directors on February 18, 2010, and the Hardinge Board's continued refusal to discuss a business combination of the two companies, including Hardinge's failure to respond to Romi's attempts to engage in a dialogue in the past few days, Romi has decided to present its offer directly to Hardinge's shareholders.

"It is unfortunate that the Hardinge Board continues to reject our $8.00 per share all-cash offer, which Romi made on the basis of publicly available information," said Livaldo Aguiar dos Santos, Chief Executive Officer of Romi. "Instead, Hardinge seems to be more focused on erecting further barriers that deny shareholders the significant premium and immediate liquidity our offer would provide. The continuing refusal to allow us to conduct due diligence and discuss our compelling all-cash offer has left us no alternative but to take the offer directly to Hardinge shareholders.

"We have received a positive response to our offer from Hardinge's shareholders and it remains our strong preference to sit down with the Hardinge Board to reach a mutually agreeable transaction," continued Mr. dos Santos.

"While we have great respect for Hardinge's employees, rich history and established brands, our industry is now experiencing fundamental, lasting change, making strong financial performance even more challenging for Hardinge as a stand-alone company. As compared with the certainty and immediate liquidity of our all-cash offer, Hardinge's ability to deliver equivalent or superior value for its shareholders in a reasonable timeframe is highly doubtful," concluded Mr. dos Santos.

The offer is conditioned on there being validly tendered and not withdrawn at least two thirds of the total number of Hardinge's outstanding shares on a fully diluted basis, Hardinge's Board of Directors redeeming or invalidating its shareholder rights plan and other takeover defenses, receipt of regulatory approvals and other customary closing conditions as described in the Offer to Purchase.

HSBC Securities (USA) Inc. is acting as financial advisor and Shearman & Sterling LLP is acting as legal advisor to Romi on the proposed transaction.
Ethicon Endo-Surgery, Inc., a Johnson & Johnson (NYSE: JNJ) company, today announced it has received an irrevocable, unconditional offer from Devicor Medical Products (Devicor), a portfolio company of GTCR Golder Rauner, LLC, (GTCR), to acquire its Breast Care business. The EES Breast Care business sells products designed to help doctors diagnose breast cancer at early stages, while minimizing patient discomfort. Financial terms of the offer are not being disclosed.

Upon close of the proposed transaction, Devicor would acquire the entire EES Breast Care product portfolio that is sold in more than 38 countries worldwide and includes the MAMMOTOME Breast Biopsy System and tissue markers (MammoMARK, MicroMARK, and CoreMARK) used for breast disease diagnostic sampling and management. Additionally, the EES Breast Care business would transfer its marketing and distribution rights for Neoprobe Gamma Detection Systems to Devicor.

The acceptance period for the offer will end on June 15, 2010, unless extended, and during this period EES will consult with relevant works councils and trade unions. If the offer is accepted by EES, the proposed transaction will be subject to the fulfillment of certain conditions, including but not limited to, the receipt of applicable anti-trust clearances, and it would be expected to close by the third quarter of 2010.

"The EES Breast Care business is the global leader in vacuum assisted breast biopsy devices and the MAMMOTOME brand is recognized worldwide," said Karen Licitra, Company Group Chairman, and Worldwide Franchise Chairman, Ethicon Endo-Surgery. "As we continually prioritize strategic investments that are aligned with our future growth platforms, we determined that the Breast Care products are outside of this scope, and decided to explore the potential sale of the business. We believe this offer demonstrates commitment from Devicor and GTCR to develop the Breast Care business to its full potential."

If the transaction is completed, the majority of EES associates who are primarily dedicated to the Breast Care business are expected to transfer to Devicor, subject to local laws.

"Acquiring the EES Breast Care business would represent an exciting and long-term growth opportunity for Devicor," said Tom Daulton, Chief Executive Officer, Devicor. "The breast biopsy diagnosis and therapy markets are poised for substantial global growth, and the MAMMOTOME® brand has a strong foundation from which Devicor can grow. We fully recognize the talent and expertise of the more than 300 people that make up the Breast Care business, and we look forward to providing the necessary resources to further the development of innovative technologies and patient care."