Notable Mergers and Acquisitions of the Day 06/27: (SSNC) (LORL) (LBTYA) (SHFL)


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June 27, 2012 10:13 AM EDT Send to a Friend
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  • SS&C Technologies Holdings, Inc. (Nasdaq: SSNC) today announced its acquisition of GlobeOp Financial Services S.A. (GlobeOp), for £4.85 per share (approximately £572 million). GlobeOp provides independent fund services, specializing in middle and back office services and integrated risk-reporting to hedge funds, asset management firms and other sectors of the financial industry. SS&C's offer for GlobeOp has now closed with the holders of 99.95% of the outstanding shares having accepted the offer. SS&C has initiated a "squeeze-out" procedure under Luxembourg law, pursuant to which it will acquire, on the same terms as the offer, all of the remaining shares of GlobeOp on July 9, 2012.

    The acquisition is, by value, the largest in SS&C's history and significant for the fund services industry. The combined companies, including the PORTIA business acquired by SS&C from Thomson Reuters in May 2012, had revenues of $635 million in fiscal year 2011 and 3,600 employees operating in 43 offices including New York, Boston, Chicago, London, Amsterdam, Hong Kong, Kuala Lumpur, Singapore, Sydney, Bangalore and Mumbai.

  • Loral Space & Communications Inc. (Nasdaq: LORL) has entered into a definitive agreement with MacDonald, Dettwiler and Associates Ltd. related to the sale of Loral's wholly-owned subsidiary, Space Systems/Loral (SS/L). The transaction provides for Loral to receive consideration from MDA of US$875 million and cash dividends and other payments from SS/L which are expected to be in excess of US$135 million under a formula described below.

    The principal components of the transaction include:
    • MDA's purchase of all of the equity of SS/L for US$774 million, payable in cash;

    • MDA's purchase of certain real estate used in connection with SS/L's business for US$101 million, payable through a bank guaranteed three year promissory note;

    • Cash dividends and other payments from SS/L to Loral equal to approximately US$112 million (representing the amount of SS/L's cash balances as of March 31, 2012) plus an incremental per diem amount (equating to approximately US$5.8 million per month) from March 31, 2012 to and including the closing date of the transaction; and

    • The transaction includes other potential adjustments, and Loral will retain principal responsibility for the ViaSat litigation.
  • After the market closed Tuesday, Liberty Global, Inc. (Nasdaq: LBTYA) announced that its subsidiary, LGI Broadband Operations, Inc., has entered into an agreement, together with investment funds affiliated with Searchlight Capital Partners, L.P., to acquire 100% of the parent of San Juan Cable, LLC, dba OneLink Communications.

    OneLink will be merged with LGI’s existing operation, Liberty Cablevision of Puerto Rico LLC (“LCPR”), to form the largest cable operator on the island. At March 31, 2012, OneLink passed 347,000 homes and served approximately 262,500 revenue generating units (RGUs).

    This transaction values OneLink at an enterprise value, before transaction costs, of approximately $585 million. This equates to a multiple of approximately 6.3 times our estimate of OneLink’s 2012 operating cash flow, as customarily defined by Liberty Global and adjusted for the projected annual impact of synergies following full integration. Prior to the acquisition of OneLink, we will contribute our 100% interest in LCPR, and Searchlight will contribute cash to a newly formed entity. This new entity will in turn acquire OneLink for cash consideration. Upon completion of the transaction, the combined business will be 60%-owned by Liberty Global and 40%-owned by Searchlight.

  • Shuffle Master, Inc. (Nasdaq: SHFL) has decided not to proceed with the acquisition of Ongame Network Limited.

    "We remain ardent believers in the growth opportunities for online gaming and continue to focus intensely on the space," said Gavin Isaacs, the Company's Chief Executive Officer. "When we signed the definitive agreement in February, we believed that general market conditions and Ongame's sales pipeline supported the purchase being neutral or modestly accretive to the Company's EBITDA. Business conditions in Europe have deteriorated since February and as a result, it has become evident to us that Ongame's operations post-acquisition will not achieve the near-term results we initially expected and will require a larger ongoing investment than anticipated. Although we believe in its eventuality, there is also uncertainty surrounding the timing of legalization and the rollout of online poker in the U.S. at both the state and federal levels," continued Isaacs. "Although we are disappointed in the outcome, after thorough due diligence we believe this is the right thing to do for our Company and our shareholders. We will continue to pursue opportunities to achieve our growth objectives in the online space, including leveraging and protecting our strong intellectual property and brands, and will investigate all prospects – both organic and acquisitive – that make strategic and financial sense."
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