Notable Mergers and Acquisitions of the Day 05/22: (GOOG)/(MMI) (BX) (BNHN) (RRD)/(EDGR)
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- Google Inc. (Nasdaq: GOOG) announced that the acquisition of Motorola Mobility Holdings, Inc. (NYSE: MMI) has closed, with Google acquiring MMI for $40.00 per share in cash.
Google will run Motorola Mobility as a separate business. Sanjay Jha, who revived Motorola's Mobile Devices business and led the company through this acquisition, has stepped down as CEO, although he will continue to work with Google to help ensure a smooth transition. Dennis Woodside, who has overseen integration planning for the acquisition and previously served as President of Google's Americas region, has become CEO of Motorola Mobility.
Larry Page, CEO of Google, said, "I'm happy to announce the deal has closed. Motorola is a great American tech company, with a track record of over 80 years of innovation. It's a great time to be in the mobile business, and I'm confident that the team at Motorola will be creating the next generation of mobile devices that will improve lives for years to come.
"Sanjay Jha, who was responsible for building the company and placing a big bet on Android, has stepped down as CEO. I would like to thank him for his efforts and am tremendously pleased that he will be working to ensure a smooth transition as long-time Googler Dennis Woodside takes over as CEO of Motorola Mobility.
"I've known Dennis for nearly a decade, and he's been phenomenal at building teams and delivering on some of Google's biggest bets. Dennis has always been a committed partner to our customers and I know he will be an outstanding leader of Motorola--and he's already off to great start with some very strong new hires for the Motorola team."
The acquisition will enable Google to supercharge the Android ecosystem and will enhance competition in mobile computing. Motorola Mobility will remain a licensee of Android and Android will remain open. Google will run Motorola Mobility as a separate business.
- Accor signed an agreement today to sell its United States Economy Hotels Division to an affiliate of Blackstone (NYSE: BX) Real Estate Partners VII, for a total value of $1.9 billion. The network includes Motel 6, the iconic North American brand, and Studio 6, an extended-stay economy chain, and comprises 1.102 hotels (107.347 rooms) in the USA and in Canada.
As a result of the transaction, Accor will reduce its net debt by approximately €330m and its fixed-lease commitments by c. €525m. The Group will register an exceptional non-cash loss of c.€600m, linked to the early buyout of fixed-lease hotels.
The transaction is scheduled to be completed in October 2012, subject to the unwinding of leases and customary closing conditions.
- Benihana (Nasdaq: BNHN) to be acquired by Angelo, Gordon & Co.'s Private Equity Group in a deal valued at about $296 million.
Under the terms of the merger agreement, which has been approved by the Company's Board of Directors, Angelo Gordon will acquire all of the outstanding shares of Benihana's common stock for $16.30 per share in cash. This represents a premium of 46% percent over the average closing share price for the 30 days ended March 13, 2012, at which time the Company announced that it was exploring strategic alternatives (including a possible sale of the Company), and an approximate 23% premium to the closing share price on May 21, 2012. The transaction will result in Benihana becoming a private company.
Under the terms of the agreement, the Company and its advisors are permitted to actively solicit and consider alternative proposals from third parties during the next 40 calendar days continuing through July 1, 2012. The Company does not intend to disclose developments with respect to this process unless and until the Board makes a decision regarding a potential superior proposal. There can be no assurances that this process will result in a superior proposal or alternative transaction. In addition, Angelo Gordon may, subject to the terms of the merger agreement, respond to such proposals.
- R. R. Donnelley & Sons Company (Nasdaq: RRD) and EDGAR Online (Nasdaq: EDGR) signed a definitive agreement pursuant to which RR Donnelley will acquire EDGAR Online, a leading provider of disclosure management services, financial data and enterprise risk analytics software and solutions for both corporate and investment professionals. The deal is valued at approximately $70.5 million, which includes $1.092 per common share, assumption of debt and payment of an amount equal to the redemption price of the preferred shares.
The transaction is expected to close during the third quarter of 2012.
EDGAR Online has provided XBRL (eXtensible Business Reporting Language) services to RR Donnelley's Financial Services offering since 2008. Working with EDGAR Online, RR Donnelley has become an industry leader in executing XBRL filings.
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