Notable Mergers and Acquisitions of the Day 06/04: (CRM) (LH)/(MTOX) (UHS) (CRED)/(FOR) (GU)

• Salesforce.com (NYSE: CRM) has entered into a definitive agreement to acquire Buddy Media, the world's leading social media marketing platform, for approximately $689 million payable in cash and salesforce.com equity. The transaction is expected to be completed during salesforce.com's fiscal third quarter ending October 31, 2012, and is subject to customary closing conditions.
  
  Salesforce.com will acquire Buddy Media for approximately $467 million in cash and $184 million in salesforce.com common stock, and $38 million in vested salesforce.com options and restricted stock units. All of Buddy Media's vested and unvested options, restricted stock and restricted stock units held by continuing employees will be assumed and converted into options, restricted stock and restricted stock units of salesforce.com. The acquisition has been approved by Buddy Media's board of directors and stockholders and is expected to close during the third quarter of salesforce.com's fiscal 2013, ending October 31, 2012, subject to customary closing conditions, including the expiration or early termination of the waiting period under the Hart–Scott–Rodino Antitrust Improvements Act of 1976, as amended.
  
  
• Laboratory Corporation of America Holdings (NYSE: LH) and MEDTOX Scientific, Inc. (Nasdaq: MTOX), entered into a definitive merger agreement under which LabCorp would acquire MEDTOX for a purchase price of $27.00 per share in cash, representing a total enterprise value of approximately $241,000,000. The board of directors of MEDTOX unanimously approved the agreement and recommended approval of the transaction by MEDTOX’s shareholders.
  
  The transaction is subject to customary closing conditions including the expiration or early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and approval by MEDTOX’s stockholders. The transaction is expected to close in the third quarter of 2012.
  
  
• Universal Health Services, Inc. (NYSE: UHS) reached a definitive agreement whereby UHS will acquire Ascend Health Corporation for $500 million in cash. Including the assumption of $17 million in Ascend net debt, the total transaction consideration is approximately $517 million.
  
  UHS's acquisition of Ascend is a strategic transaction that enhances our industry-leading presence in the behavioral health care services sector. Ascend is the largest private psychiatric hospital provider with 9 owned or leased freestanding psychiatric inpatient facilities located in 5 states including Texas, Arizona, Utah, Oregon and Washington.
  
  J.P. Morgan Securities LLC is acting as financial advisor to UHS. Cravath, Swaine & Moore LLP is acting as legal advisor to UHS. Goldman, Sachs & Co. is acting as financial advisor to Ascend. Cahill Gordon & Reindel LLP is acting as legal advisor to Ascend.
  
  
• Credo Petroleum (Nasdaq: CRED) trading halted to announce: Forestar (NYSE: FOR) will acquire the company for $14.50/share, or approximately $146 million in the aggregate. The transaction has also been approved by the board of directors of Forestar.
  
  The transaction is expected to close in the second half of 2012, and is subject to a number of customary closing conditions, including approval of Credo's stockholders. The transaction is not subject to approval by Forestar stockholders nor is it subject to any financing conditions.
  
  
• Gushan Environmental Energy Limited (NYSE: GU) today announced that it has entered into an agreement and plan of merger with Trillion Energy Holdings Limited, Trillion Energy Investments Holdings Limited and Mr. Jianqiu Yu, the Company's Chairman and Principal Executive Officer.
  
  Pursuant to the Merger Agreement, (i) upon the terms and subject to the conditions set forth therein, at the effective time of the Merger, Merger Sub will be merged with and into the Company with the Company surviving the Merger and the Company will become a wholly-owned subsidiary of Parent, and (ii) each ordinary share of the Company (including ordinary shares represented by American Depositary Shares ("ADSs"), each of which represents 10 ordinary shares) issued and outstanding immediately prior to the effective time of the Merger will be cancelled in exchange for the right to receive US$0.162 (or US$1.62 per ADS) in cash without interest, except for the ordinary shares (including ordinary shares represented by ADSs) (x) beneficially owned by the Buyer, which will be cancelled without receiving any consideration, and (y) owned by holders of such ordinary shares who have validly exercised and not effectively withdrawn or lost their appraisal rights pursuant to Section 238 of the Cayman Islands Companies Law, as amended. This represents a 31.71% premium over the closing price as quoted by Bloomberg L.P. on February 23, 2012 and a 25.78% over the 30-trading day volume weighted average price as quoted by Bloomberg L.P. on February 23, 2012, the last trading day prior to the Company's announcement on February 24, 2012 that it had received a "going private" proposal.
  
  The Company's Board of Directors, acting upon the unanimous recommendation of the Special Committee formed by the Board of Directors, approved the Merger Agreement and the Merger and resolved to recommend that the Company's shareholders vote to approve and adopt the Merger Agreement and the Merger. The Special Committee, which is composed solely of directors unrelated to Parent, Merger Sub or any of the management members of the Company, negotiated the terms of the Merger Agreement with the assistance of its financial and legal advisors.

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