Notable Mergers and Acquisitions of the Day 04/01: (NDAQ)/(NYX) (SRX) (WIT)/(SAIC) (EMR)

• NASDAQ OMX (Nasdaq: NDAQ) and IntercontinentalExchange (NYSE: ICE) announced a joint proposal to acquire NYSE Euronext (NYSE: NYX) for $42.50 in cash and stock. The deal represents a 19 percent premium over the deal proposed by Deutsche Boerse.
  
  Under the terms of the proposed acquisition, NYSE Euronext stockholders would receive $14.24 in cash, plus 0.4069 shares of NASDAQ OMX common stock and 0.1436 shares of ICE common stock for each NYSE Euronext share.
  
  
  As part of the proposal, ICE would purchase NYSE Euronext's derivatives businesses, and NASDAQ OMX would retain NYSE Euronext's remaining businesses, including the NYSE Euronext stock exchanges in New York, Paris, Brussels, Amsterdam and Lisbon, as well as the U.S. options business. A combination of NASDAQ OMX and NYSE Euronext would merge the trading, listings, options and market technology businesses of the two companies to create a leading international exchange, headquartered in New York City, with a geographic footprint in sixteen countries and best-in-class technology expertise that is used in over 60 markets internationally. ICE and NASDAQ OMX will continue to operate as separate businesses throughout the proposed transaction, as well as after its completion.
  
  NASDAQ OMX and ICE would finance the cash portion of the acquisition purchase price through cash on hand and a combined $3.8 billion financing commitment. Both firms have received strong support from a group of leading institutions, including Bank of America and Wells Fargo, which together would be prepared to arrange fully committed financing required to complete the transaction. The repayment of debt would be financed by the strong cash flows of the combined companies.
  
  
• SRA International, Inc. (NYSE: SRX) entered into a definitive merger agreement to be acquired by an affiliate of Providence Equity Partners for $31.25 in cash, or approximately $1.88 billion.
  
  The transaction represents a 10.2% premium to yesterday's close. The deal also comes at a premium of 52.8% from the "unaffected share price".
  
  The transaction is anticipated to close during the first quarter of the SRA 2012 fiscal year, which begins on July 1, 2011.
  
  Dr. Volgenau, who owns a total of approximately 11.8 million shares of Class A and Class B common stock, representing 21% of total shares outstanding and 71% of voting rights, has agreed to vote his shares for approval of the merger.
  
  SRA said given published speculations over the past four months, it should be noted that SRA never received, and thus never rejected, an offer at an erroneously reported aggregate value of $2 billion. Indeed, the only figure ever communicated to SRA from that third party was a December 1, 2010 highly conditioned expression of interest in the range of $30-$31 per share which did not materialize.
  
  
• Wipro Limited (NYSE: WIT) unit, Wipro Technologies, has entered into an agreement to acquire the Global Oil and Gas Information Technology practice of the Commercial Business Services business unit of Science Applications International Corporation (SAIC) (NYSE: SAI), for an all cash consideration of approximately $150 million.
  
  As a result of the transaction, approximately 1,450 employees are expected to transition to Wipro across North America, Europe, India and Middle East.
  
  
• Emerson (NYSE: EMR) announces the $135 million acquisition of ts Fisher Sanmar Limited joint venture from Sanmar Engineering Corporation.
  
  The company, expected to be renamed Emerson Process Chennai Pvt Ltd., will expand sales, service and industry coverage of Emerson Process Management in India and the region and strengthen its supply base. Sales of the joint venture in FY2010 were about $40 million.

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