Notable Mergers and Acquisitions of the Day 06/15: (MSFT) (MSI) (VRX) (ISBC)
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- Late Thursday night, Microsoft (Nasdaq: MSFT) is said to have agreed to acquire social business software company Yammer for $1 billion. The software-giant has not officially announced the deal, but it looks it's in the bag. Reports came from the WSJ.
Yammer describes itself as a "private social network for your company."
The service is used by more than 200,000 companies, ranging from Ford Motor to eBay. The start-up was formed by former PayPal COO David Sacks, who raised more than $140 million from venture firms.
- Valeant Pharmaceuticals International, Inc. (NYSE: VRX) has agreed to acquire OraPharma, a specialty oral health company that develops and commercializes products that improve and maintain oral health, from Water Street Healthcare Partners, a private equity firm focused exclusively on the health care industry. Total consideration is approximately $312 million and up to $114 million in potential contingent payments based on certain milestones, including revenue targets. OraPharma's lead product is Arestin, a locally administered antibiotic for the treatment of periodontitis that utilizes an advanced controlled-release delivery system and is indicated for use in conjunction with scaling and root planing for the treatment of adult periodontitis. OraPharma currently has the largest specialized pharmaceutical salesforce in the dental industry and, as of March 31st, 2012, OraPharma's trailing twelve month net revenue was approximately $95 million with the business growing at a high single digit rate.
The transaction is expected to close in June 2012, subject to the satisfaction of certain closing conditions, and is expected to be accretive in 2012.
- Motorola Solutions, Inc. (NYSE: MSI) and Psion Plc. have agreed on the terms of a recommended offer by Motorola Solutions for all Psion shares for 88 pence (US $1.36) in cash per Psion share. It is intended that the acquisition will be effected by way of a recommended cash offer.
Psion has been a pioneer in ruggedized mobile computing products and their application in industrial segments around the world. With headquarters in London and a major operational presence near Toronto, Canada, Psion has been a leader in mobile computing solutions since 1980. Psion has approximately 830 employees, customers in more than 50 countries and delivered 2011 revenues of £176 million (approximately US $273 million).
Under the terms of the acquisition, Psion shareholders will receive 88 pence (US $1.36) in cash for each Psion share through a recommended cash offer, valuing Psion's issued ordinary share capital at approximately £129 million (US $200 million). The consideration represents a premium of approximately 45 percent to the closing price of 60.5 pence per Psion share on June 14, 2012, the last trading day prior to this announcement and a premium of approximately 66 percent to the six-month average price of 52.9 pence per Psion share prior to June 15, 2012. The acquisition is expected to close in the fourth quarter of 2012.
Motorola Solutions expects to realize cost and revenue synergies resulting in margin expansion opportunities and expects the transaction to be accretive to earnings per share on a non-U.S. GAAP basis in the first full year following completion and on a U.S. GAAP basis in the second full year following completion.
Upon completion of the acquisition, Motorola Solutions will combine Psion within Motorola Solutions' Enterprise Mobile Computing (EMC) business, reporting to Girish Rishi, corporate vice president, EMC.
Full details of the offer are contained in an announcement made today in the United Kingdom under Rule 2.7 of the U.K. Takeover Code. Each Psion director intends to recommend Psion shareholders to accept the offer, as each Psion director who holds Psion shares has irrevocably undertaken to Motorola Solutions to do so in relation to Psion shares in which he holds a beneficial interest, amounting to, in aggregate, 153,929 Psion shares and representing, in aggregate, 0.11 percent of Psion's issued share capital.
Motorola Solutions has acquired from certain Psion shareholders, in aggregate, 14,077,244 Psion shares (representing, in aggregate, approximately 9.999 percent of Psion's issued share capital).
Motorola Solutions also has received irrevocable commitments from certain Psion shareholders to accept the offer in respect of, in aggregate, 23,766,467 Psion shares (representing approximately 16.88 percent of Psion's issued share capital). These irrevocable commitments are subject to certain conditions, further details of which are described in the Rule 2.7 announcement.
In connection with today's announcement, Motorola Solutions is expected to make the recommended cash offer for all Psion shares within 28 calendar days. The transaction is conditional upon the tender of 90 percent of Psion shares, regulatory approval and the satisfaction of other customary closing conditions.
Goldman Sachs is serving as Motorola Solutions' financial adviser and Clifford Chance is serving as Motorola Solutions' legal counsel in relation to the transaction. Canaccord Genuity Hawkpoint Limited is serving as financial adviser to Psion and Slaughter and May is serving as legal counsel to Psion in relation to the transaction.
- Investors Bancorp, Inc. (Nasdaq: ISBC) and Marathon Banking Corporation announces a definitive merger agreement under which Investors Bancorp will acquire Marathon Banking Corporation for $135 million in cash consideration.
Marathon Banking Corporation is the U.S. subsidiary of Piraeus Bank S.A. and the parent corporation of Marathon National Bank of New York, a federally chartered commercial bank headquartered in Astoria, NY with $902 million in assets, $783 million in deposits, and 13 full-service branches in the New York metropolitan area. Upon completion of this transaction, Investors Bancorp will have 22 New York branches, representing 22% of its total branch network, totaling approximately $1.3 billion in deposits.
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