Notable Mergers and Acquisitions of the Day 08/03: (KCG) (SNPS) (IR) (CHCO)/(CFFC)
- From Bloomberg headlines late Thursday: Knight Capital (NYSE: KCG) said to open books to potential buyers. The firm will work with Goldman Sachs, Sandler O'Neil as advisors.
- Synopsys, Inc. (Nasdaq: SNPS), through its Taiwan subsidiary, has signed a definitive agreement to acquire SpringSoft, a global supplier of specialized IC design software headquartered in Hsinchu, Taiwan. The SpringSoft acquisition supports Synopsys' strategy to quickly and effectively deliver the advanced capabilities that will help semiconductor customers solve their toughest design challenges, including verification and custom implementation.
Under the terms of the agreement, Synopsys Taiwan will commence a tender offer to acquire all of the outstanding shares of SpringSoft for NT$57.00 (approximately US$1.90) per SpringSoft share in cash and acquire any remaining shares pursuant to a follow-on merger. The gross transaction value will be approximately US$406 million (NT$12.2 billion), or approximately US$305 million (NT$9.2 billion) net of cash acquired. The transaction, which is expected to close in the first quarter of fiscal 2013, is subject to the minimum tender of 51 percent of the current outstanding SpringSoft shares, the approval of the follow-on merger by SpringSoft shareholders, regulatory approvals in Taiwan, and other customary closing conditions.
After the closing, SpringSoft will become part of Synopsys and SpringSoft stock will cease trading. When completed, Synopsys anticipates the transaction to be slightly accretive to fiscal 2013 non-GAAP earnings per share.
- Ingersoll-Rand plc (NYSE: IR) reports that its Board of Directors continues its detailed analysis of a number of strategic opportunities, including the proposals presented directly by Trian Fund Management (“Trian”) at yesterday’s regularly scheduled Board meeting. The Board has evaluated alternatives to enhance shareholder value and currently expects to complete its review and validation by year-end.
In the context of evaluating a range of strategic opportunities, the Board invited Trian to present its ideas regarding the Company’s strategic direction at yesterday’s meeting. The Board thanks Nelson Peltz for his time and welcomed the opportunity to hear directly from him. Ingersoll Rand’s Board and management are dedicated to analyzing carefully and thoughtfully all alternatives in order to drive value for shareholders. The Board has directed Ingersoll Rand’s management team and advisors to continue to expeditiously assess these proposals in addition to other specific alternatives the Board has identified to potentially enhance shareholder value. The Company has engaged in substantial discussions with Trian and has made available its key executives, independent advisors and Board to engage in constructive dialogue to better understand Trian’s proposals.
- City Holding Company (Nasdaq: CHCO) and Community Financial Corporation (Nasdaq: CFFC) announced the execution of a definitive agreement by City to acquire Community and its wholly owned subsidiary, Community Bank. The Merger will significantly expand City's presence in Virginia. City recently completed the acquisition of Virginia Savings Bank, headquartered in Front Royal, Virginia. Virginia Savings Bank had assets of $130 million while Community has assets of $500 million.
City and Community anticipate the transaction will be completed in the first quarter of 2013, pending regulatory approvals, the approval of Community shareholders, and the completion of other customary closing conditions. The directors of Community have agreed to vote their shares in favor of the Merger.
Under the terms of the agreement, Community shareholders will receive 0.1753 shares of City common stock for each share of Community common stock. Based upon the closing price of City's common stock on Friday, July 27, 2012, the total value of common shares issued is estimated at $26.1 million, or $6 per share of Community. City's current annual dividend of $1.40 per share would amount to approximately 24.5 cents per Community share, on a pro forma basis. Keefe, Bruyette & Woods, Inc. served as financial advisor to City. Scott & Stringfellow, LLC served as financial advisor to Community. Jackson Kelly PLLC served as legal advisor to City. Silver, Freedman & Taff served as legal advisor to Community.
- F&N Board said to recommend Heineken's S$50 per share bid for APB.
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