Notable Mergers and Acquisitions of the Day 05/25: (TLB) (MSFT)/(CMCSA) (BAC)
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- The Talbots, Inc. (NYSE: TLB) said the exclusivity agreement with Sycamore Partners expired without a definitive merger agreement.
Sycamore Partners informed the Company that it is not prepared to execute a transaction at this time.
The company said it remains open to pursuing a transaction with Sycamore Partners at $3.05 per share pursuant to an acceptable merger agreement providing for an appropriate level of closing certainty and supported by firm debt and equity financing commitments. The Company is no longer subject to exclusivity and therefore will actively explore other strategic alternatives and in the meantime will continue to be focused on executing its business plan and creating value for its shareholders.
- Adweek reported earlier that NBCUniversal is in talks to buy Microsoft's (Nasdaq: MSFT) 50 percent stake in the MSNBC.com joint venture. Sources say Comcast (Nasdaq: CMCSA), the parent of NBCU, is conducting due diligence. The deal would give MSNBC.com its own brand, and it would likely to secure real estate on MSN.com.
NBC News confirmed the talks. "Discussions are taking place," Amy Lynn, director of communications at NBC News said.
- Bank of America (NYSE: BAC) reports it and Barclays Bank PLC (NYSE: BCS) have entered into an agreement with Equity Residential (NYSE: EQR) and Lehman Brothers Holdings Inc. pursuant to which Bank of America and Barclays will sell their remaining 26.5 percent interest in Archstone, a privately-held owner, operator and developer of multifamily apartment properties, for a purchase price of $1.58 billion to Lehman pursuant to Lehman’s exercise of its right of first offer. Bank of America and Barclays will pay an $80 million break-up fee to Equity Residential if the sale to Lehman closes. Upon consummation of this transaction, which is anticipated to occur in the second quarter of 2012, Bank of America and Barclays will have sold a 53.0 percent controlling interest in Archstone in two steps for a total purchase price of $2.905 billion. Archstone has net debt and third-party preferred securities of approximately $10.5 billion.
Pursuant to the agreement, the parties have released each other from all claims relating to Archstone.
Bank of America Merrill Lynch and Barclays served as sell-side financial advisors on these transactions. Kaye Scholer and Cleary Gottlieb Steen & Hamilton served as legal advisors to Bank of America, and Simpson Thacher & Bartlett and Orrick, Herrington & Sutcliffe served as legal advisors to Barclays on the transactions.
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