Notable Mergers and Acquisitions of the Day 04/06: (LH)/(ORCH) (G) (MSCC)/(AMLJ) (CLH)

• Laboratory Corporation of America Holdings (NYSE: LH) and Orchid Cellmark Inc. (Nasdaq: ORCH) announced that they have entered into an agreement whereby Lab Corp will acquire Orchid Cellmark for $2.80 per share in cash, or total consideration of $85.4 million.
  
  Under the terms of the agreement and plan of merger, LabCorp has formed an acquisition subsidiary, OCM Acquisition Corp., that will commence a tender offer to purchase all outstanding shares of Orchid Cellmark for $2.80 per share.
  
  
  Closing is expected in Q211.
  
  
• Genpact Limited (NYSE: G) has entered an agreement to acquire Headstrong Corp. for $550 million in cash.
  
  Genpact expects the transaction to be accretive to earnings per share on a GAAP basis in 2011.
  
  Closing is expected by May 31, 2011.
  
  Citigroup Global Markets Inc. and UBS Securities LLC acted as the financial advisors to Genpact in this transaction and Cravath, Swaine & Moore LLP acted as outside legal counsel.
  
  Morgan Stanley & Co. Incorporated acted as exclusive financial advisor to Headstrong in this transaction and Kirkland & Ellis LLP acted as its legal counsel.
  
  
• Microsemi Corporation (Nasdaq: MSCC) has submitted an offer to acquire AML Communications, Inc. (OTCBB: AMLJ) for $2.50 per share in an all-cash transaction, or $28 million total.
  
  AML Communications had previously entered into a definitive merger agreement with Anaren, Inc. on February 14, 2011 whereby Anaren would acquire all of AML's outstanding shares of common stock for $2.15 per share in an all-cash transaction.
  
  
• Clean Harbors, Inc. (NYSE: CLH) has entered an agreement to acquired Peak Energy Services Ltd. for C$196 million, which consists of a combination of cash and assumed debt.
  
  The transaction is expected to be complete in Q211.
  
  Under the terms of the agreement, Clean Harbors will pay approximately CAD $161 million in cash, (CAD $0.95 for each Peak share that it does not currently own) including payments to holders of in-the-money Peak stock options, and assume Peak’s net debt which at March 31, 2011 is estimated to be approximately CAD $35 million. Clean Harbors plans to fund the purchase of Peak from its available cash. Clean Harbors expects the acquisition of Peak will be immediately accretive, excluding any one-time fees and acquisition-related expenses.

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