Notable Mergers and Acquisitions of the Day 04/25: (HK)/(GEOI) (INTC)/(CRAY) (AMGN) (SFLY)/(EKDKQ)


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April 25, 2012 11:35 AM EDT Send to a Friend
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  • Halcón Resources Corporation (NYSE: HK) and GeoResources, Inc. (Nasdaq: GEOI) entered into a definitive merger agreement in which GeoResources will merge into a wholly-owned subsidiary of Halcón Resources in a cash and stock transaction that values GeoResources at approximately $1.0 billion, based on the closing price of Halcón Resources common stock on April 24, 2012.

    Under the terms of the merger agreement, Halcón Resources will acquire all outstanding shares of GeoResources common stock. GeoResources stockholders will receive $20.00 in cash and 1.932 shares of Halcón Resources common stock for each share of GeoResources common stock they hold, representing consideration to GeoResources stockholders of $37.97 per share based on the closing price of Halcón Resources common stock on April 24, 2012.

    Halcón Resources Corporation will continue to be led by Floyd C. Wilson, Halcón Resources’ Chairman, President and Chief Executive Officer and Mark J. Mize, Executive Vice President, Chief Financial Officer and Treasurer. Upon completion of the merger, the stockholders of GeoResources are expected to own approximately 18% of the combined company’s outstanding shares on a fully diluted basis.

    Under the terms of the merger agreement, GeoResources stockholders will receive $20.00 in cash and 1.932 shares of Halcón Resources common stock for each share of GeoResources common stock that they hold. The transaction is expected to qualify as a tax-deferred reorganization under Section 368(a) of the Internal Revenue Code to the extent of the stock portion of the consideration received by GeoResources stockholders.

    The transaction is subject to the approval of the stockholders of both companies, as well as other customary approvals. The board of directors of each company has unanimously approved the merger agreement, which is subject to customary closing conditions, including approval of listing of the Halcón Resources shares to be issued in the merger on the New York Stock Exchange and regulatory clearance. The companies anticipate completing the transaction in the third quarter of 2012.

    Barclays and Mitchell Energy Advisors acted as financial advisors to Halcón Resources and Wells Fargo Securities acted as financial advisor to GeoResources.

  • Intel Corporation (Nasdaq: INTC) entered into a definitive agreement with Cray Inc. (Nasdaq: CRAY) to acquire certain assets related to its high-performance computing (HPC) interconnect program. With the agreement, Intel gains access to Cray’s world-class interconnect personnel and intellectual property.

    The transaction is expected to close before the end of the current quarter, subject to customary closing conditions being met.

  • Amgen (Nasdaq: AMGN) and Mustafa Nevzat Pharmaceuticals (MN) announced an agreement under which Amgen will acquire 95.6 percent of shares in MN, a privately held Turkish pharmaceutical company, for an amount that values MN at US $700 million. The all-cash transaction will significantly expand Amgen's presence in Turkey and the surrounding region, which are large, fast-growing, priority markets for Amgen.

    The transaction has been approved by the Board of Directors of each company. Completion of the transaction is subject to customary closing conditions, including regulatory approvals.

    Amgen's focus on Turkey and the surrounding region is part of a broad international expansion strategy for the Company. Amgen established an affiliate in Turkey in 2010 and currently markets two products, with plans to develop its robust pipeline of clinical candidates for the benefit of patients in Turkey, as well as other markets around the world.

  • Eastman Kodak Company (NYSE: EK)(OTCBB: EKDKQ) and Shutterfly, Inc. (Nasdaq: SFLY), announced that there were no competing bidders to Shutterfly’s $23.8 million stalking horse bid to purchase certain assets of Kodak’s Kodak Gallery online photo services business. Following final approval by the bankruptcy court, the parties will contemplate promptly closing the acquisition. Following the closing, Shutterfly will work with Kodak to transfer Kodak Gallery’s U.S. and Canadian customers and images onto the Shutterfly platform.

    “I’m excited to welcome Kodak Gallery’s customers to Shutterfly and look forward to working with the Kodak team to provide a smooth transition for their customers and offering them industry-leading products and customer service that will enhance the way they share and preserve everyday memories,” said Jeffrey Housenbold, Shutterfly’s president and chief executive officer. In commenting on what the acquisition means for Shutterfly’s business, Housenbold added, “Our acquisition of Kodak Gallery is a perfect example of the consolidation that we believe will play an important role in helping Shutterfly solidify our leadership position in the social expression and personal publishing category. Moving forward, we will continue to expand our market position through organic growth and disciplined acquisitions that leverage our scale and scope economies, vertical integration, solid balance sheet and profitable business model."
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