Notable Mergers and Acquisitions of the Day 07/20: (WSBC)/(FSBI) (TRAK) (CY)/(RMTR)
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- After the market closed Thursday, WesBanco, Inc. (Nasdaq: WSBC) and Fidelity Bancorp, Inc. (Nasdaq: FSBI) jointly announced that they have executed a definitive Agreement and Plan of Merger providing for the merger of Fidelity with and into WesBanco. James C. Gardill, Chairman of the Board, and Paul M. Limbert, President & CEO, of WesBanco and Christopher S. Greene, Chairman of the Board, and Richard G. Spencer, President & CEO, of Fidelity, made the joint announcement.
Under the terms of the Agreement and Plan of Merger, WesBanco will exchange a combination of its common stock and cash for Fidelity common stock. Fidelity shareholders will be entitled to receive 0.8275 shares of WesBanco common stock and cash in the amount of $4.50 per share for each share of Fidelity common stock. The exchange ratio is based on the average closing price of WesBanco over the 15 day period prior to announcement. The merger is expected to qualify as a tax-free reorganization. WesBanco expects the combination to be accretive to 2013 earnings per share, excluding merger-related expenses.
- Also after the market closed yesterday, DealerTrack (Nasdaq: TRAK) today announced an agreement to acquire 1st Auto Transport Directory, Inc., a web-based network for arranging vehicle transportation and shipping. Total consideration for the transaction is expected to be approximately $74.0 million in cash, subject to standard purchase price adjustments.
Barclays served as DealerTrack's financial advisor in connection with this transaction, which is expected to close in the third quarter of this year, subject to customary closing conditions. Details on the financial impact of this transaction will be discussed in DealerTrack's previously announced second quarter earnings conference call on August 7, 2012.
- Cypress Semiconductor Corporation (Nasdaq: CY) announced that it has extended its tender offer to acquire all of the outstanding stock of Ramtron International Corporation (Nasdaq: RMTR) for $2.68 per share in cash to 5:00 p.m., New York City time, on August 3, 2012. The offer was previously scheduled to expire at 12:00 midnight, New York City time, on July 19, 2012. Cypress’s offer represents a 48% premium over Ramtron’s closing price of $1.81 per share on June 11, 2012, the day before Cypress publicly disclosed its offer for Ramtron. The all-cash offer is not conditioned on due diligence or financing.
In addition, Cypress today announced that the waiting period pursuant to the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, applicable to its acquisition of Ramtron has expired and that Cypress has received the necessary regulatory clearance pursuant to the German merger control laws. Cypress does not believe that any other regulatory approvals are necessary in connection with the acquisition.
Greenhill & Co., LLC is acting as financial advisor to Cypress and dealer manager for the offer, and Wilson Sonsini Goodrich & Rosati, Professional Corporation, is acting as legal counsel.
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