Notable Mergers and Acquisitions of the Day 07/06: (BOOT) (NS) (CBK) (SHP)
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- ABC-MART and LaCrosse Footwear (Nasdaq: BOOT) entered into a definitive agreement to acquire the company for about $20 per share in cash. The deal is valued at about $138 million.
- NuStar Energy L.P. (NYSE: NS) entered into a Purchase and Sale Agreement with an affiliate of Lindsay Goldberg LLC, a private investment firm, to create a joint venture that will own and operate NuStar’s asphalt refining assets and related working capital. NuStar and Lindsay Goldberg will each have a 50% voting interest in the joint venture and Lindsay Goldberg is paying $175 million for its interest. Closing for the transaction is expected to be completed no later than September 30, 2012.
Cash proceeds received by NuStar as a result of this transaction, including the $175 million paid by Lindsay Goldberg, should be in the $400 to $500 million range dependent on the joint venture’s working capital requirements. The joint venture will pay NuStar for inventories transferred at the time of closing and the payment will be financed by a credit facility now being arranged for the joint venture.
Total proceeds are expected to be less than the carrying amount for the assets causing a significant non-cash charge to earnings in the second quarter of 2012. However, as a result of the transaction NuStar expects to deconsolidate the asphalt operations after closing.
The Board of Managers of the joint venture will be chaired by Bill Greehey, currently Chairman of the Board for NuStar Energy L.P. and NuStar GP Holdings, LLC. Michael Pesch, currently Vice President Regional Operations for NuStar Energy L.P., will be the Chief Executive Officer of the joint venture.
- Christopher & Banks Corporation (NYSE: CBK), announced that the Board of Directors, after careful consideration, with the assistance of its outside financial and legal advisors, has rejected Aria Partners’ unsolicited proposal to acquire all outstanding stock of the Company for $1.75 per share. The Board has also reaffirmed its commitment to its new management team’s strategic plan, which has already begun to demonstrate signs of progress.
The Company’s Board of Directors believes that the current merchandising and marketing strategies have brought stability to and energized the organization, and are expected to deliver improved sales, margin, and cash flow performance in the second half of fiscal 2012 and beyond. While only a small portion of the current merchandise reflects the new strategy, the Company has begun to see a favorable response to new product, as well as to marketing initiatives aimed at driving traffic and sales. After careful review and consideration of the Aria Partners proposal, the Board, which is comprised entirely of independent directors, concluded that the proposal does not reflect the full, long-term value stockholders are expected to receive from continued focus on the current strategy. Therefore, the proposal is not in the best interests of Christopher & Banks and its stockholders.
- ShangPharma Corporation (NYSE: SHP) received a non-binding proposal letter dated July 6, 2012 from its Chairman and Chief Executive Officer, Mr. Michael Xin Hui, and entities affiliated with him, and TPG Star Charisma Limited and its affiliates to acquire all of the outstanding shares of ShangPharma not currently owned by Founder or TPG in a going private transaction for between $8.50 and $9.50 per American Depositary Share ("ADS", each ADS representing 18 ordinary shares of the Company) in cash, subject to certain conditions.
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