Notable Mergers and Acquisitions of the Day 06/14: (NOK) (SNE) (FXCM)
- Nokia (NYSE: NOK) has agreed terms for EQT VI, part of the leading private equity group in Northern Europe, to acquire Vertu, the global leader in luxury mobile phones, from Nokia.
Nokia believes that this is the best option for the next step in Vertu's journey of delivering excellence, enabling the brand to focus on increased opportunities for growth in the luxury category.
Vertu prides itself on being a pioneer in delivering relevant, tailored luxury information and services direct to mobile handsets through Vertu Concierge, and continues to expand this proposition to deliver unparalleled customer service.
Vertu is headquartered in Church Crookham, UK and employs approximately 1,000 people worldwide.
The transaction, the terms of which are confidential, is expected to close during the second half of 2012, subject to customary regulatory approvals and closing conditions. Nokia will retain a 10% minority shareholding in Vertu.
- Sony Pictures Television (SPT), an indirect wholly-owned subsidiary of Sony Pictures Entertainment Inc., of Sony (NYSE: SNE), has signed an agreement to acquire approximately 32 percent of the shares of Multi Screen Media Private Limited (MSM), which are owned by Grandway Global Holdings Limited and Atlas Equifin Private Limited. The agreement, subject to government approval, will bring SPT’s interest in MSM to a little over 94 percent. The closing for this transaction is expected to take place by the end of December 2012.
MSM operates television networks in India and its channels include Sony Entertainment Television (SET), one of India's leading Hindi general entertainment television channels; MAX, India's premium movies and special events channel; SAB, a Hindi channel focusing on entertaining modern India; PIX, a channel that airs Hollywood movie product; MIX, a dedicated music channel; and the recently launched sports channel, SIX.
Under the terms of the agreement for this acquisition, aggregate cash consideration of USD271 million will be paid by SPT to Grandway and Atlas, subject to receipt of any necessary government approval, with USD145 million expected to be paid by SPT at the closing of the acquisition by the end of December 2012 and the remaining USD126 million to be paid in three equal annual installments starting from the fiscal year ending March 31, 2014. A substantial portion of the impact from this acquisition has already been included in Sony Corporation's consolidated financial forecasts for the fiscal year ending March 31, 2013 and no material impact from this acquisition is anticipated on such forecasts.
- FXCM Inc. (NYSE: FXCM) entered into a definitive agreement to acquire a 50% controlling interest in Lucid Markets Trading Ltd. and Lucid Markets LLP for approximately $176 million, net of Lucid cash. The transaction is expected to close in the coming weeks and is subject to customary closing conditions.
Lucid Markets is a leading non-bank electronic market making and trading firm in the institutional foreign exchange market. In the twelve months ending December 31, 2011 under UK GAAP, Lucid had revenues of $148.9 million and earnings before interest, taxes, depreciation and amortization (EBITDA) of $113.4 million. Lucid traded $13.4 trillion of foreign exchange in 2011. The acquisition is intended to bolster FXCM’s institutional business and Lucid will not be a liquidity provider to FXCM’s retail agency FX offering.
Consideration payable for the acquisition consists of 6 month notes of $71.4 million plus Lucid cash acquired, bearing interest at 3.5% per annum, and 9.0 million FXCM Class A common shares, of which approximately 2 million shares will be delivered at closing and the remainder subject to certain restrictions. Under the terms of agreement, FXCM will receive an option to purchase an additional profit interest in Lucid’s operations in the future and if such option is not exercised within four years, Lucid shareholders will have a one-time option to purchase FXCM’s interest.
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