Notable Mergers and Acquisitions of the Day 07/26: (UACL) (JAKK) (HRC)
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- Universal Truckload Services, Inc. (Nasdaq: UACL) said it will acquire LINC Logistics Company ("LINC"), a leading asset-light provider of custom-developed third-party logistics solutions, in a stock-for-stock transaction valued at approximately $335 million, including the assumption of debt. The combination of Universal and LINC creates one of the largest full-service, asset-light logistics platforms in North America. Universal will issue 0.700 shares of its stock for each of LINC's outstanding shares, resulting in the total issuance of approximately 14.5 million Universal shares valued at approximately $182 million based on Universal's closing stock price as of July 25, 2012. The acquisition is expected to be at least 20% accretive to Universal's 2013 earnings per share.
LINC is a leading asset-light provider of custom-developed third-party logistics solutions that allow its customers and clients to reduce costs and manage their global supply chains more efficiently. LINC primarily provides value-added logistics services to the automotive and manufacturing industries, but also provides dedicated truckload, expedited, and freight forwarding services to customers throughout North America. LINC manages or provides its services at 43 locations throughout the United States, Mexico, and Canada. In the twelve months ended March 31, 2012, LINC generated $301 million of revenue and $49 million of adjusted EBITDA. Based on preliminary estimates for the 13 week period ended June 30, 2012, LINC's Adjusted EBITDA for the twelve month period ended June 30, 2012 is expected to be between $51.0 million and $51.6 million.
Closing of this transaction is subject to customary closing conditions, including expiration or early termination of the waiting period under the Hart-Scott-Rodino Act and successful completion of Universal's new refinancing.
Stifel Nicolaus Weisel is acting as exclusive financial advisor and Simpson Thacher & Bartlett LLP and Mitchell, Williams, Selig, Gates & Woodyard, P.L.L.C. are acting as legal counsel to LINC and the Moroun family. Evercore Partners is acting as exclusive financial advisor and Latham & Watkins LLP is acting as legal counsel to the Special Committee of Universal.
- JAKKS Pacific, Inc. (Nasdaq: JAKK) has acquired Ohio-based Maui, Inc. (“Maui”), a manufacturer and distributor of spring and summer activity toys, outdoor sports related toys, impulse toys including the popular Wave Hoop® and Sky Ball™ products under the Maui Toys brand.
JAKKS Pacific has acquired all of the shares of stock of Maui, a 24-year-old, privately held company, and its Hong Kong based affiliate A.S. Design Limited. The business is comprised of proprietary non-licensed brands that are complementary to JAKKS Pacific’s wide-ranging product portfolio.
The Company expects that the Maui acquisition will be accretive to earnings in 2013. The determination of the impact to 2012 is subject to completion of the purchase price allocation for 2012 which has not yet been completed.
- After the market closed Wednesday, Hill-Rom Holdings, Inc. (NYSE: HRC), has completed the $400 million purchase of privately held Aspen Surgical Products. Aspen Surgical, based in Michigan, provides a portfolio of well-established surgical consumable and specialty medical products focused on improving the safety of patients and health care professionals. The product lines include market leading Bard-Parker® conventional and safety scalpels and blades, Colby fluid collection products, Richard-Allan™ specialty needles, a variety of other operating room disposables and instrument care products as well as wound care dressings. The acquisition of Aspen Surgical further develops Hill-Rom's surgical business, adding a portfolio of consumable products and expanding its position in North American and European surgical markets. The transaction is expected to be accretive approximately $0.02 to fiscal year 2012 earnings per share, excluding non-recurring purchase accounting items and other acquisition and integration related costs.
Aspen Surgical has annual revenue of approximately $120 million. The transaction was funded with a combination of cash and bank debt.
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