Notable Mergers and Acquisitions of the Day 07/26: (DRYS)/(OCNF) (ACIW)/(SONE) (CADC)

• DryShips Inc. (Nasdaq: DRYS) and OceanFreight Inc. (Nasdaq: OCNF) have entered into a definitive agreement for DryShips to acquire the outstanding shares of OceanFreight for consideration per share of $19.85, consisting of $11.25 in cash and 0.52326 of a share of common stock of Ocean Rig UDW Inc.
  
  Based on the July 25, 2011 closing price of 89.00 NOK ($16.44) for the shares of Ocean Rig on the Norwegian OTC, the transaction consideration reflects a total equity value for OceanFreight of approximately $118 million and a total enterprise value of approximately $239 million, including the assumption of debt.
  
  
  This acquisition is scheduled to close four weeks from the execution of the merger agreement, subject to satisfaction of certain conditions.
  
  Evercore Partners is serving as financial advisors to DryShips in connection with the transaction and Fried, Frank, Harris, Shriver & Jacobson LLP is serving as DryShips' legal counsel. Fearnley Fonds ASA is serving as financial advisors to the Special Committee of the OceanFreight Board of Directors and Seward & Kissel LLP is serving as the Committee's legal counsel.
  
  
• ACI Worldwide, Inc. (Nasdaq: ACIW) has proposed to acquire all of the outstanding shares of S1 Corporation (Nasdaq: SONE) for per share consideration of $9.50 in a cash and stock transaction valued at approximately $540 million.
  
  nder the ACI proposal, S1 shareholders could elect to receive cash and/or stock for their S1 shares.
  
  Upon completion of the transaction, and based on the most recent closing price of ACI's common stock, S1 shareholders would own approximately 15% of the combined company and ACI shareholders would own approximately 85% on a fully diluted basis. ACI has secured committed financing from Wells Fargo Bank, N.A. for the cash portion of the transaction. It is anticipated that the proposed transaction could close as early as the fourth quarter.
  
  
• China Advanced Construction Materials Group, Inc. (Nasdaq: CADC), reports its Board of Directors has received a preliminary, non-binding offer from its Chairman and Chief Executive Officer, Mr. Xianfu Han, and Weili He, Vice Chairman and Chief Operating Officer, to acquire all of the outstanding shares of our common stock not currently owned by them in a going private transaction at a proposed price of $2.65 per share in cash. Han and He currently beneficially own in the aggregate approximately 49.5% of our common stock.

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