Notable Mergers and Acquisitions of the Day 05/01: (PFCB) (PSS)/(WWW) (EQIX) (IPSU)
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- P.F. Chang's China Bistro, Inc. (Nasdaq: PFCB) entered into a definitive merger agreement with Centerbridge Partners, L.P., a leading private investment firm, in a transaction valued at approximately $1.1 billion, which will result in P.F. Chang's becoming a private company.
Under the terms of the merger agreement, which has been approved by the Company's Board of Directors, Centerbridge will acquire all of the outstanding shares of P.F. Chang's common stock for $51.50 per share in cash. This represents a premium of approximately 30% over the average closing share price of P.F. Chang's common stock for the 30 days ended April 30, 2012.
Under the terms of the agreement, it is anticipated that Centerbridge will commence a tender offer for all of the outstanding shares of the Company no later than May 15, 2012. The transaction is conditioned upon, among other things, satisfaction of the minimum tender condition of approximately 83 percent of the Company's common shares, the receipt of the Federal Trade Commission's approval under the Hart-Scott-Rodino (HSR) Antitrust Improvements Act of 1976, and other customary closing conditions. Under the terms of the agreement, the Company may solicit superior proposals from third parties during the next 30 calendar days continuing through May 31, 2012. There can be no assurances that this process will result in a superior proposal, and the Company does not intend to discuss any developments with regard to this process unless the Company's Board of Directors makes a decision with respect to a potential superior proposal. The Company expects the transaction to close no later than the end of the third quarter of 2012.
Goldman, Sachs & Co. is serving as exclusive financial advisor and DLA Piper LLP is serving as legal advisor to P.F. Chang's in connection with the transaction. Wells Fargo Securities, LLC and Deutsche Bank Securities Inc. are serving as financial advisors to Centerbridge, and Weil, Gotshal & Manges LLP is serving as Centerbridge's legal advisor.
- A consortium comprised of Wolverine Worldwide (NYSE: WWW), Blum Capital Partners and Golden Gate Capital announced they will acquire Collective Brands (NYSE: PSS) for $21.75/share in cash, or a total of approximately $2.0 billion, including the assumption of debt.
Upon closing, which is expected to occur late in the third quarter or early in the fourth quarter of the current calendar year, Wolverine Worldwide will acquire Collective Brands’ Performance + Lifestyle Group (PLG), which includes the wholesale and retail operations of the Sperry Top-Sider®, Saucony®, Stride Rite® and Keds® brands, and will continue to operate out of Lexington, Massachusetts. PLG had revenue of more than $1 billion in the fiscal year ended January 31, 2012.
- Equinix, Inc. (Nasdaq: EQIX), entered into a definitive agreement to acquire certain assets and operations of Hong Kong-based data center provider Asia Tone in an all cash transaction valued at $230.5 million. In total, Equinix gains five data centers and one disaster recovery center, in addition to one data center under construction, located across three key markets – Hong Kong, Shanghai and Singapore. Asia Tone serves a strategic customer base, which includes many existing Equinix customers.
The transaction, which is expected to close in Q3 2012, will significantly expand Platform Equinix™ capacity in Asia, increasing Equinix’s global footprint to 104 data centers in 38 markets. Equinix gains high-quality data centers as well as experienced staff to meet strong demand from network, cloud, financial services and content customers in the Asia-Pacific market. As part of the deal, Equinix will gain a new facility in Shanghai that, when completed, will provide additional capacity of 80,000 square feet of data center space. This new Shanghai data center will support global customers looking to expand into the region and is expected to be available in the second half of 2012.
J.P. Morgan acted as financial advisor to Equinix on this transaction.
- Imperial Sugar Company (Nasdaq: IPSU) and Louis Dreyfus Commodities LLC announced a definitive agreement under which a subsidiary of Louis Dreyfus Commodities LLC will acquire Imperial Sugar through a cash tender offer and second step merger at $6.35 per share.
The proposed transaction has been unanimously approved by Imperial Sugar’s board of directors, who have agreed to recommend that Imperial Sugar’s common shareholders tender their shares in the offer. The all-cash transaction represents a value of approximately $203 million, including the assumption of debt and pension liabilities.
Under the terms of the merger agreement, Louis Dreyfus Commodities LLC will commence a cash tender offer no later than May 11, 2012. The closing of the transaction is expected to occur during the second calendar quarter of 2012, and is subject to the satisfaction of customary closing conditions, including expiration of the applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act and a minimum tender of at least 662/3% of the Company’s total shares outstanding. Louis Dreyfus Commodities LLC will be funding the transaction through available cash and existing credit lines and the offer will not be subject to a financing condition.
Perella Weinberg Partners LP is acting as exclusive financial advisor to Imperial Sugar and Paul, Weiss, Rifkind, Wharton & Garrison LLP is acting as legal advisor. Barclays is acting as exclusive financial advisor to Louis Dreyfus Commodities LLC and McGrath North Mullin & Kratz, PC LLO is acting as legal advisor.
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Related EntitiesDeutsche Bank, JPMorgan, Blum Capital Partners, Barclays, Perella Weinberg, Notable Mergers and Acquisitions, Wells Fargo
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