Notable Mergers and Acquisitions of the Day 04/02: (AVP) (GSK)/(THRX) (DELL) (WWIN)

• Coty Inc., has submitted a non-binding proposal to acquire Avon Products, Inc. (NYSE: AVP) for $23.25 per share in cash in a mutually agreeable and negotiated transaction. The proposal, valued at approximately $10 billion, represents a very substantial premium of 27% over the three month volume-weighted average price for Avon shares. Coty has held extensive discussions with its financing sources about obtaining the debt and equity financing necessary to complete this transaction, and is confident that such financing will be available.
  
  Following extensive but unsuccessful attempts to engage Avon in discussions regarding its proposal, Coty has decided to make its proposal public in order to inform Avon's shareholders of the significant value in a transaction. Coty said it has no intention of pursuing an acquisition on a hostile basis.
  
  
• GlaxoSmithKline plc (NYSE: GSK) and Theravance, Inc. (Nasdaq: THRX) entered into a stock purchase agreement, under which Theravance will issue, and GSK will acquire, 10,000,000 shares of Theravance common stock at a price of $21.2887 per share, for a total investment of $212,887,000.
  
  Following this purchase, GSK would own 25,814,421 shares of Theravance common stock, which would increase GSK's ownership from approximately 18.3% to approximately 26.8% of the total outstanding capital stock of Theravance. The price per share was determined based upon a 7.5% premium to the volume-weighted average price per share of Theravance common stock over the five-day period ending March 30, 2012, which was $19.8034.
  
  The transaction is subject to certain closing conditions, including approval of Theravance's stockholders at their Annual Meeting scheduled for May 15, 2012, and expiration of the waiting period under the Hart-Scott-Rodino Act. The transaction is expected to be completed shortly after the Theravance Annual Meeting. GSK expects to continue to account for its total stake in Theravance as an investment held at fair value, due to the existing governance agreement which places limitations on GSK's voting rights.
  
  
• Winner Medical Group Inc. (Nasdaq: WWIN) received a preliminary, non-binding proposal from its chairman and chief executive officer, Mr. Jianquan Li. Li proposes to acquire all of the outstanding shares of the Company's common stock not currently owned by him and his wife, Ms. Ping Tse, at a proposed price of $4.30 per share in cash as part of a going private transaction. Mr. and Mrs. Li currently beneficially own approximately 73.95% of the Company's common stock.
  
  In response, the Board of Directors formed a special committee of independent directors, consisting of Messrs. Wenzhao Liang, Xuedong Wu and Lawrence Xiaoxia Pan, to consider this proposal and any alternative transactions. The special committee elected Mr. Wenzhao Liang as its chairman, and the special committee has been authorized to retain independent financial advisors and legal counsel to assist it in its work. The Board of Directors cautions the Company's shareholders, and others considering trading in its securities, that it has only received a proposal. No decision has been made with respect to the Company's response to the proposal. There can be no assurance that any definitive offer will be made, that any agreement will be executed or that a transaction with Mr. Li or any other transaction will be approved or consummated. The Company is not obligated to make, and does not at this time anticipate making, any further public statements about this matter or the activities of the special committee unless and until either the Company enters into a definitive agreement for a transaction or the special committee determines that no such transaction will be effected.
  
  
• Dell (Nasdaq: DELL) announces intent to acquire Wyse Technology.
  
  The transaction was approved by the board of directors of each company and is expected to be accretive to Dell non-GAAP earnings in the second half of its Fiscal Year 2013. Additional terms of the transaction were not disclosed. The transaction remains subject to customary conditions and is expected to close in the second quarter of Dell’s FY13.
  
  
• Markit announced the acquisition of Data Explorers, a leading provider of global securities lending data, from mid-market private equity firm Bowmark Capital.
  
  Data Explorers' data set, which covers $12 trillion of securities in the lending programs of over 20,000 institutional funds, provides a comprehensive view of short interest data and institutional fund activity across all market sectors. Â It is used by beneficial owners, custodians, agent lenders, prime brokers and asset managers to help inform investment decisions, manage risk and produce independent benchmarks.
  
  
• Express Scripts (Nasdaq: ESRX) completed its previously announced $29.1 billion acquisition of Medco Health Solutions today, creating the country's leading healthcare services company.
  
  Following consummation of the acquisition, each share of pre-closing Medco common stock was converted into (i) the right to receive $28.80 in cash, without interest and (ii) 0.81 shares of common stock of the new Express Scripts, a holding company which will own 100% of each of the existing Express Scripts and Medco, and each share of the pre-closing Express Scripts common stock was converted into one share of new Express Scripts common stock.

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