Notable Mergers and Acquisitions of the Day 05/07: (GTSI) (WLK)/(GGC) (XXIA) (TLB)

• GTSI Corp. (Nasdaq: GTSI), entered into a definitive agreement to be acquired through a cash tender offer at $7.75 per share by an affiliate of UNICOM Systems, Inc., a global information technology company and part of the UNICOM® group of companies, in a transaction with an expected total value of approximately $76.67 million. Under the terms of the agreement, which was unanimously approved by a special committee of independent GTSI directors and GTSI's full Board of Directors, the tender offer is not subject to any financing contingencies.
  
  Under the terms of the definitive agreement, a wholly-owned subsidiary of UNICOM will commence a cash tender offer to acquire GTSI’s outstanding shares of common stock at $7.75 per share. The closing of the tender offer, which is expected to occur in the second or early third quarter of 2012, is subject to customary terms and conditions, including the tender of at least a majority of GTSI’s shares (on a fully diluted basis) and regulatory approvals including expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. The definitive merger agreement provides for the parties to effect, subject to customary conditions, a merger following the completion of the tender offer, which will result in all shares not tendered in the tender offer being converted into the right to receive $7.75 per share in cash. Upon completion of the merger, GTSI will become a private company, wholly owned by UNICOM.
  
  
  Under the terms of the definitive merger agreement, GTSI is permitted to solicit alternative acquisition proposals from third parties through June 6, 2011 and intends to consider any such proposals. There can be no assurance that the solicitation of such proposals will result in an alternative acquisition transaction. It is not anticipated that any developments will be disclosed with regard to this process unless the Company's Board of Directors makes an affirmative decision to proceed with an alternative acquisition proposal. In addition, GTSI may, at any time, subject to the terms of the definitive merger agreement, respond to unsolicited alternative acquisition proposals. The definitive merger agreement also contains certain break-up fees payable to UNICOM in connection with the termination of the definitive merger agreement under certain circumstances.
  
  GTSI’s largest shareholder, Linwood (Chip) Lacy, who is also a director, a related entity, and another director have entered into stockholder tender agreements in support of the transaction. Mr. Lacy and such related entity beneficially own approximately 17% of GTSI's common stock.
  
  Raymond James & Associates, Inc. is acting as exclusive financial advisor to GTSI. Holland & Knight, LLP is acting as legal advisor to GTSI and its Board of Directors. Stout Risius Ross, Inc. provided a fairness opinion to GTSI's Board of Directors and the special committee.
  
  
• Ixia (Nasdaq: XXIA), entered into a definitive agreement to acquire Anue Systems, Inc., a leading developer of Network Visibility solutions. Under the terms of the agreement, Ixia will pay $145 million in cash, subject to certain adjustments including an adjustment based on the amount of Anue's net working capital at closing. The transaction is anticipated to close in the second quarter of 2012, and is subject to customary closing conditions and approvals.
  
  The terms of the agreement were unanimously approved by the boards of directors of both Ixia and Anue.
  
  Stifel Nicolaus Weisel is acting as financial advisor and Bryan Cave LLP is acting as legal counsel to Ixia. MHT Partners is acting as financial advisor and Vinson & Elkins is acting as legal counsel to Anue.
  
  
• Talbots (NYSE: TLB) said it received a proposal from Sycamore Partners to acquire all of the company's outstanding stock at $3.05 per share. In addition, the Company today announced that it has entered into an exclusivity agreement with Sycamore Partners in connection with the non-binding proposal, which will terminate on May 15, 2012.
  
  The Board continues to evaluate strategic alternatives, including Sycamore Partners’ proposal, consistent with its fiduciary duties to act in the best interest of the Company’s stockholders. The Board is being advised in this process by its financial advisor, Perella Weinberg Partners, and legal advisor, White & Case LLP, with a team of attorneys led by Morton A. Pierce. There can be no assurance that any definitive agreement will be entered into, or, if entered into, what the terms thereof will be, or that this or any other transaction will be approved or consummated. The Company does not intend to comment further regarding this proposal or its evaluation of strategic alternatives, unless a specific transaction is recommended by the Board.
  
  
• Late Friday, Westlake Chemical (NYSE: WLK) said that following acquisition discussions with Georgia Gulf's (NYSE: GGC) management under the terms of a confidentiality agreement, it notified Georgia Gulf that Westlake has withdrawn its proposal to acquire all of the outstanding shares of common stock of Georgia Gulf Corporation (GGC) and does not intend to continue to pursue a transaction with Georgia Gulf. The company also stated that it plans to liquidate its holdings of Georgia Gulf common stock as market conditions permit.
  
  
• DigitalGlobe (NYSE: DGI) commented on the unsolicited proposal announced by GeoEye, Inc. (Nasdaq: GEOY) to acquire the Company for $17.00 per share in a combination of cash and stock.
  
  Consistent with its fiduciary duties and in consultation with its independent financial and legal advisors, the DigitalGlobe Board of Directors reviewed GeoEye's unsolicited acquisition proposal and unanimously determined that it substantially undervalues the Company in relation to DigitalGlobe's standalone business and financial prospects, and is not in the best interests of the Company's stockholders. In addition, the Board determined that GeoEye's proposal does not adequately recognize DigitalGlobe's superior track record of financial and operating performance as well as its constellation's greater capabilities.
  
  
• Cheniere Energy, Inc. (AMEX: LNG) reports that Temasek and RRJ Capital have agreed to make an equity investment in aggregate of approximately $468 million in Cheniere.
  
  Cheniere intends to use the proceeds from this offering and cash on hand to purchase, on a pari passu basis, $500 million of the $2 billion of equity securities anticipated to be issued by Cheniere Energy Partners, L.P. in connection with the financing of the Sabine Pass LNG liquefaction project.
  
  Additionally, Temasek, RRJ Capital and Cheniere are in discussions on a strategic partnership focused on developing LNG sales, marketing and trading relationships and opportunities in Asian markets. The partnership would market LNG volumes from the proposed Sabine Pass and Corpus Christi LNG liquefaction facilities.

To keep up on all the Mergers & Acquisitions data in real-time, go to our new M&A Insider page.

---

Serious News for Serious Traders! Try StreetInsider.com Premium Free!

---

You May Also Be Interested In

• IBM tumbles on soft Q1 revenue; announces HashiCorp $6.4bn acquisition
• After-hours movers: United Airlines, J.B. Hunt, and more
• After-hours movers: Netflix, Intuitive Surgical, Nordstrom, KB Home