Notable Mergers and Acquisitions of the Day 07/28: HES, COP, CASY, ADBE, HGRD

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HES Hot Sheet

Overall Analyst Rating:
NEUTRAL ( Down

Down)

Dividend Yield: 0.6%
Revenue Growth %: -4.4%

Hess Corporation (NYSE: HES) announced a deal to acquire American Oil & Gas Inc. (AMEX: AEZ), increasing Hess' strategic acreage position in the Bakken oil play in North Dakota by approximately 85,000 net acres.

Under terms of the agreement, Hess has agreed to issue 0.1373 shares of its common stock in exchange for each outstanding share of American Oil & Gas’ common stock. This represents a 9.4 percent premium to American Oil & Gas stockholders based on the closing stock prices of Hess’ and American Oil & Gas’ shares on July 27, 2010.
ConocoPhillips (NYSE: COP) to sell 40% of Lukoil stake to Lukoil for $3.44B
Casey's (Nasdaq: CASY) reports a $500 million recapitalization plan and rejects Couche-Tard's $36.75/share offer. To offer dutch auction at $38 - $40/share.
Adobe Systems Incorporated (Nasdaq: ADBE) and Day Software Holding AG announced the two companies have entered into a definitive agreement for Adobe to launch a public tender offer to acquire all of the publicly held registered shares of Day Software for CHF139 per share in cash in a transaction valued at approximately CHF255 million on a fully diluted equity-value basis. This approximates US$240 million at the current exchange rate.

Adobe’s acquisition of Day will strengthen the company’s enterprise software solutions with market leading Web Content Management (WCM), Digital Asset Management and Social Collaboration offerings. This acquisition represents a significant market opportunity for Adobe to help organizations transform themselves by enabling them to create, manage, distribute and monetize content while optimizing the web experience for their customers.

Day’s leading web solutions combined with Adobe’s existing enterprise portfolio will enable customers to better integrate their global web presence and business applications, unlocking value across their marketing, sales and service processes. In addition, Day customers will be able to leverage more interactive application and document capabilities from Adobe® AIR®, Adobe® Flash®, Flex, Adobe® LiveCycle® and PDF. The combination of Day and Adobe will help customers realize the full potential of the web in acquiring, servicing and retaining their customers, without disrupting their existing IT infrastructures.

Transaction Details

As part of the expected integration of the two companies, Day will operate as a product line within Adobe's Digital Enterprise Solutions Business Unit. Day CEO Erik Hansen will join Adobe reporting directly to Rob Tarkoff.

The proposed offer represents a premium of 59 percent over Day’s volume-weighted average share price for the last 60 trading days. The Board of Directors of Day unanimously recommends the offer to Day shareholders. The Chairman and the CEO of Day and other Board members have entered into undertakings to tender their shares.

The completion of the transaction, which is subject to customary government approvals and the satisfaction of other customary conditions, including a minimum acceptance threshold with respect to the tender offer, is expected to close in the fourth quarter of Adobe’s 2010 fiscal year.

Adobe expects the acquisition will have no material impact on Adobe’s non-GAAP earnings for fiscal year 2010 and that it will be accretive to non-GAAP earnings for fiscal year 2011.
Vestar Capital Partners V, L.P. agreed to acquire and Health Grades, Inc. (Nasdaq: HGRD) for $8.20 per share, a premium of approximately 29% over the closing price of HealthGrades’ common stock on July 27, 2010T.

The aggregate purchase price for the equity of HealthGrades is approximately $294 million.

Under the terms of an agreement unanimously approved by the Board of Directors of HealthGrades, an affiliate of Vestar will commence an all-cash tender offer no later than August 10, 2010.