Notable Mergers and Acquisitions of the Day 05/31: (LMCA)/(SIRI) (GIB) (TLB) (NKE) (FLO)


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May 31, 2012 10:08 AM EDT Send to a Friend
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  • Liberty Media Corporation (Nasdaq: LMCA) filed the following amendment with respect to its plans to take de facto control of Sirius XM (Nasdaq: SIRI):

    As previously described in Item 6 to the Liberty Schedule 13D, certain restrictions contained in the Investment Agreement, including the standstill provisions, expired on March 6, 2012. On March 20, 2012, Liberty Media filed applications for consent to transfer of de facto control of Sirius XM with the Federal Communications Commission, which applications were dismissed by the FCC on May 4, 2012. The FCC dismissed the applications because such applications “are defective with respect to ‘execution’ and ‘other matters of a formal character.’”

    On May 30, 2012, Liberty Media filed with the FCC a Petition for Reconsideration of the Dismissal. In the Petition, Liberty Media indicates, among other things, that it intends to assert control over Sirius XM upon receiving FCC approval. In addition, Liberty Media describes in the Petition the means by which it intends to assert such control. Specifically, Liberty Media intends to:
    • convert almost one-half of the shares of B-1 Preferred Stock, which, together with the shares of Common Stock owned or acquired by Liberty Media, will constitute more than 32% of the total outstanding shares of Common Stock;

    • as soon as practicable, nominate for election persons to serve on Sirius XM’s Board of Directors such that, if elected, persons nominated by Liberty Media will constitute a majority of such Board of Directors;

    • vote all of Liberty Media’s shares of Common Stock in favor of such nominees; and

    • solicit proxies from other shareholders of Sirius XM in support of the election of such nominees.
    Liberty Media also indicated in the Petition that it intends to continue purchasing shares of Common Stock in the open market, depending upon price and other market conditions, and that Liberty Media may purchase sufficient additional shares of Common Stock that would enable it to replace the entire Board of Directors by unilateral action.

  • CGI Group Inc. (NYSE: GIB), has announced a recommended cash acquisition of Logica for 105 pence (C$1.68) per ordinary share equivalent to a total purchase price of GBP 1.7 billion (C$2.8 billion) plus the assumption of Logica's net debt of GBP 322 million (C$515 million) as of December 31, 2011.

    The combined company will have approximately 72,000 professionals in 43 countries and revenue of C$10.4 billion, offering clients across the world the best mix of business and technology expertise as well as an unmatched combination of local and global delivery options.

  • Talbots (NYSE: TLB) agreed to acquired by Sycamore Partners for $2.75/share in cash, or $369 million including debt.

    The purchase price represents a 113% premium to the closing price on May 30, 2012 and a 76% premium to the closing price on December 6, 2011, the closing price prior to the public disclosure of Sycamore’s initial proposal to acquire the Company.

    While coming at a hefty premium, the offer is 10 percent below Sycamore's agreed upon offer of $3.05 per share. Just last week ,shares of Talbots was slammed after the exclusivity period between the two expired without a deal, suggesting the merger was off.

    The transaction is currently expected to close in the third quarter of 2012.

  • NIKE, Inc. (NYSE: NKE) announced its intention to divest of two of its wholly-owned affiliate brands - Cole Haan and Umbro - to sharpen its focus on driving growth in the NIKE, Jordan, Converse and Hurley brands.

    “We see tremendous opportunity to accelerate profitable growth around the world by continuing to deliver innovation and inspire consumers through the NIKE brand,” said Mark Parker, President & CEO of NIKE, Inc. “We also see significant potential in Jordan, Converse and Hurley, which have unique consumer relationships that complement the NIKE Brand.*

  • Flowers Foods, Inc. (NYSE: FLO) has entered into a definitive agreement to acquire Lepage Bakeries, Inc., of Auburn, Maine for $370 million in cash and stock. Flowers expects to complete the transaction in its fiscal second quarter, pending necessary regulatory approvals.

    The deal is expected to add $0.03 to $0.05 to Flowers' earnings per share in FY2012, excluding acquisition costs and $0.08 to $0.12 to earnings per share in FY2013.

    The cash component of the transaction will be funded with a combination of cash on hand and existing credit facilities. The transaction is subject to customary conditions, including receipt of required regulatory approvals.
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