Notable Mergers and Acquisitions of the Day 07/19: (SBGI) (TTI) (TARO) (ORCL)


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July 19, 2012 9:55 AM EDT Send to a Friend
  • Sinclair Broadcast Group, Inc. (Nasdaq: SBGI), entered into a definitive agreement to purchase the broadcast assets of six television stations owned and/or operated by Newport Television ("Newport") for $412.5 million. The six stations are located in five markets and reach 3.0% of the U.S. TV households. The transaction is subject to approval by the Federal Communications Commission ("FCC"), and antitrust clearance. The Company anticipates the closing and funding of the acquisition to occur no earlier than December 2012, subject to closing conditions. Upon closing, the Company expects to finance the $412.5 million purchase price, less a $41.25 million deposit, through cash on hand along with a bank loan and/or by accessing the capital markets.

    The stations to be acquired are:

    WKRC (CBS 12) Cincinnati, Ohio (DMA 35)WOAI (NBC 48) San Antonio, Texas (DMA 36)WHP (CBS 21) Harrisburg/Lancaster/Lebanon/York, Pennsylvania (DMA 41)WPMI (NBC 15) and WJTC (IND 45) Mobile, Alabama/Pensacola, Florida (DMA 60)KSAS (FOX 26) Wichita/Hutchinson, Kansas (DMA 67)

    Sinclair will also acquire Newport's rights under the local marketing agreements with WLYH (CW 23) in Harrisburg, PA and KMTW (MNT 35) in Wichita, KS, as well as options to acquire the license assets.

    The Company has also entered into agreements with Deerfield Media, Inc. to sell Deerfield the license assets of one of Sinclair's stations in San Antonio (KMYS CW), and Sinclair's station in Cincinnati (WSTR MY), subject to FOX Television Stations purchase option with respect to WSTR which expires March 31, 2013, and to assign Deerfield the right to buy the license assets of WPMI and WJTC in the Mobile/Pensacola market, after which the Company will provide sales and other non-programming services to each of these four stations pursuant to shared services and joint sales agreements.

    Newport also broadcasts several secondary channels, including CW and MNT, among others, which will also be acquired as part of this transaction.

    Separately, the Company announced that it entered into an agreement to purchase the assets of Bay Television, Inc. (Bay TV), which owns WTTA-TV (MNT) in the Tampa/St. Petersburg, Florida market, for $40 million. Bay TV is owned primarily by our controlling shareholders. Since 1998, Sinclair has operated WTTA pursuant to a local marketing agreement, which will be terminated upon closing. As this transaction is between entities under common control, a fairness opinion was obtained by Sinclair's Board of Directors. The transaction is expected to close in the fourth quarter of 2012, subject to approval of the FCC.

  • Taro Pharmaceutical Industries Ltd. (NYSE: TARO) reported that the Special Committee of its Board of Directors unanimously rejected the October 18, 2011 unsolicited, non-binding offer from Sun Pharmaceutical Industries Ltd. to purchase all of the issued and outstanding shares of Taro not currently held by Sun Pharma for $24.50 per share as inadequate and not in the best interests of Taro’s minority shareholders. The Special Committee reached its conclusion after careful consideration, including a thorough review of Taro’s business and prospects with its independent financial advisor Citigroup Global Markets Inc., and its independent legal counsel Goldfarb Seligman & Co. as its Israeli legal counsel and Willkie Farr & Gallagher LLP, as its US legal counsel.

  • TETRA Technologies, Inc. (TETRA or the Company) (NYSE: TTI) signed a definitive agreement to acquire substantially all of the assets and business of Greywolf Production Systems (Greywolf) for $55.5 million in cash. This acquisition is expected to close on or about July 31, 2012, subject to the satisfaction of customary closing conditions.

    Greywolf is a well testing and flow back company headquartered near Calgary, Alberta, with Canadian operational centers in Crossfield and Grande Prairie, Alberta, and U.S. operational centers in Williston, North Dakota, and Shoshoni, Wyoming. Established in 2005, Greywolf has become one of the leading flow back testing companies in Canada, and is a leading provider of these services in the Williston basin, including the Bakken formation.

  • Oracle (Nasdaq: ORCL)

    News Facts
    • Oracle today announced that it has entered into an agreement to acquire substantially all of the assets of Skire, a leading provider of capital program management and facilities management applications available both in the cloud and on-premise.

    • Skire's software provides a complete set of management and governance tools across all project phases from planning and building to operations, enabling companies to efficiently manage their capital and construction programs.

    • By combining Skire with industry leading capabilities from Oracle Primavera products, Oracle intends to create a full lifecycle Enterprise Project Portfolio Management (EPPM) platform that provides a comprehensive offering from capital planning and construction to operations and maintenance for owners and operators, contractors and sub-contractors.

    • The combination is expected to help organizations manage their projects with more predictability and financial control, improving profitability and operational efficiency.
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