Notable Mergers and Acquisitions of the Day 06/16: (ETE)/(SUG) (DGIT)/(MDMD) (MBND)/(WPCS) (FNB)/(PVSA)
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- nergy Transfer Equity, L.P. (NYSE: ETE) and Southern Union Company (NYSE: SUG) have entered into an agreement whereby ETE will acquire Southern Union for $7.9 billion, including approximately $3.7 billion of existing SUG debt.
Net consideration on the deal is $4.2 billion.
Under terms of the agreement, which has been unanimously approved by the Boards of Directors of both companies, stockholders of SUG will exchange their common shares for newly issued Series B Units of ETE with a value of $33.00 per share, or approximately $4.2 billion.
Closing is expected in Q112.
Credit Suisse Securities (USA) LLC acted as exclusive financial advisor to ETE, with both Latham & Watkins LLP and Bingham McCutchen LLP having acted as legal counsel. Evercore Partners acted as exclusive financial advisor to SUG, with both Locke Lord Bissell & Liddell LLP and Roberts & Holland LLP having acted as legal counsel.
Detail from the release: "The combined footprint of ETE (together with ETP and RGNC) and SUG will include more than 44,000 miles of natural gas pipelines and approximately 30.7 billion cubic feet per day of natural gas transportation capacity, making ETE among the largest natural gas infrastructure players in the U.S."
- DG (Nasdaq: DGIT) and MediaMind Technologies Inc. (Nasdaq: MDMD) have entered an agreement whereby DG will acquire MediaMind for $22 per share in cash, or total consideration of $517 million.
The transaction is expected to be accretive to DG’s non-GAAP EPS in 2012.
Upon closing, Gal Trifon, President and CEO of MediaMind, will serve as DG’s Chief Digital Officer, leading DG’s online advertising business. Additionally, Ofer Zadikario, MediaMind’s Chief Solutions Officer, will join DG in the same position.
Closing is expected in Q311.
Goldman Sachs & Co. and Bank of America Merrill Lynch acted as financial advisors and Latham & Watkins provided legal advice to DG. Qatalyst Partners acted as financial advisor and Davis, Polk & Wardwell LLP provided legal advice to MediaMind.
- Multiband Corporation (Nasdaq: MBND) has signed a non-binding letter of intent (LOI) to acquire WPCS International Incorporated (Nasdaq: WPCS) for $3.20 per share in cash.
From the release: "Multiband, in exchange for a 120 day exclusive period (90 days with a 30 day extension option) in which to close the transaction, has agreed to a one million dollar down payment, refundable in the event the definitive agreement is materially breached by WPCS or certain other circumstances. In conjunction with the LOI announcement, Multiband has entered into a separate agreement with a third party to acquire for cash at $3.20 per share approximately 710,000 shares of WPCS’s outstanding common stock, representing an approximate 10% interest in WPCS. To fund the balance of the transaction, Multiband has received a commitment letter for a senior debt facility. This facility, which is subject to negotiation of definitive documentation and other conditions, will be used to repay the entire $29 million promissory note of Multiband held by DirecTech and to provide the capital to acquire 100% of WPCS, as well as to fund other strategic opportunities."
- After the close yesterday, F.N.B. Corporation (NYSE: FNB) and Parkvale Financial Corporation (Nasdaq: PVSA) entered into an agreement whereby F.N.B. Corporation will acquire Parkvale Financial Corp in an all stock transaction valued at approximately $22.48 per share, or $130 million in the aggregate.
Under the terms of the merger agreement, which has been approved by the boards of directors of both companies, shareholders of Parkvale Financial Corporation will be entitled to receive 2.178 shares of F.N.B. Corporation common stock for each share of Parkvale Financial Corporation stock.
Upon consummation of the merger, Robert J. McCarthy, Jr. will join the Board of Directors of F.N.B. Corporation, and one Parkvale board member will become a director of First National Bank of Pennsylvania, the wholly owned bank subsidiary of F.N.B. Corporation.
F.N.B. Corporation expects the merger to be accretive to its earnings per share in the first full year, excluding one-time costs.
RBC Capital Markets acted as financial advisor to F.N.B. Corporation, and Keefe, Bruyette & Woods, Inc. acted as financial advisor to Parkvale Financial Corporation and rendered a fairness opinion to the Board of Directors of Parkvale Financial Corporation in conjunction with this transaction. Reed Smith LLP served as legal counsel to F.N.B. Corporation and Elias, Matz, Tiernan & Herrick L.L.P. served as legal counsel to Parkvale Financial Corporation.
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