Notable Mergers and Acquisitions of the Day 05/24: (FPIC) (PHC) (VRX)


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  • FPIC Insurance Group, Inc. (Nasdaq: FPIC) reports that it will be acquired by The Doctors Company for $42 per share in cash, or total consideration of $362 million.

    Closing is expected in Q411.

    Sandler O'Neill + Partners, L.P. acted as the financial advisor to FPIC and Weil, Gotshal & Manges LLP provided legal advice. Sandler O'Neill + Partners, L.P. provided a fairness opinion to the Board of Directors of FPIC in connection with the transaction. Macquarie Capital acted as the financial advisor to The Doctors Company and Farella Braun + Martel LLP provided legal advice.

  • PHC, Inc., d/b/a Pioneer Behavioral Health (AMEX: PHC) and Acadia Healthcare Company, Inc. today announced the signing of a definitive merger agreement.

    Upon the completion of the merger, Acadia stockholders will own approximately 77.5% of the combined company, and PHC stockholders will own approximately 22.5% of the combined company.

    From the release: "The merger agreement has been approved by the boards of directors of both companies. Consummation of the transaction is subject to various conditions, including approval of the stockholders of PHC. Certain officers and directors of PHC have executed voting agreements under which they have committed to vote their shares of PHC in favor of the transaction. The transaction is expected to be completed in late summer of 2011. The transaction will be a stock for stock exchange except for payments to PHC shareholders for fractional shares and $5 million of merger consideration payable to Class B holders of PHC's privately held securities. We anticipate that, after refinancing existing indebtedness of both companies, payment of the merger consideration to the Class B holders, payment of a dividend to the equity holders of Acadia prior to the merger, and payment of fees and expenses relating to the transaction, the combined company will have pro forma net funded indebtedness of approximately $285 million.

    In connection with the transaction, Jefferies & Company, Inc. acted as exclusive financial advisor and Arent Fox LLP acted as legal advisor to PHC. Kirkland & Ellis LLP served as legal advisor to Acadia and Jefferies Finance LLC provided financing commitments to Acadia to support the transaction."

  • Valeant Pharmaceuticals International, Inc. (NYSE: VRX)) reports that it has entered an agreement to acquire AB Sanitas in a €314 million cash deal. The price includes the assumption of approximately €50 million in debt.

    Closing is expected in Q311.

    Annual revenues for Sanitas are expected to be over €100 million in 2011, with an approximate revenue growth rate in the low double digits over the coming years.

    The transaction is expected to be immediately accretive to Valeant.

  • Sources have said Twitter is planning to purchase social media aggregator, TweetDeck in a deal valued at $40 million in cash and stock.

    While Twitter has yet to confirm the rumor, CNN suggests a deal is getting close. The official Twitter account has only tweeted that it "does not comment on rumors."

    Talks surfaced months ago, with a purchase price of $40 to $50 million expected.

    One of the most popular social media interfaces, many have switched to TweetDeck rather than logging in to their account from the official Twitter website.
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Jefferies & Co, Twitter, Dividend, Notable Mergers and Acquisitions, FPIC Insurance Group/The Doctors Company

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