Notable Mergers and Acquisitions of the Day 08/17: (BWP) (FICO) (VASC)
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- Boardwalk Pipeline Partners, LP (NYSE: BWP) has formed a joint venture with an affiliate of its general partner, which has entered into a definitive agreement to acquire PL Midstream LLC from PL Logistics LLC, a portfolio company of Lindsay Goldberg, LLC, for $625 million in cash, subject to customary adjustments.
Boardwalk expects that the joint venture will fund this acquisition with proceeds from a $225 million, 5-year bank loan and equity contributions from Boardwalk and an affiliate of its general partner, Boardwalk Pipelines Holding Corp. (BPHC), which is a wholly-owned subsidiary of Loews Corporation (NYSE: L). BPHC will own 67% of the joint venture’s equity and Boardwalk will own 33% and, subject to modifications for any purchase price adjustments, are expected to contribute approximately $268 million and $132 million, respectively, to fund the acquisition. The acquisition is expected to close in late September or early October of 2012, subject to customary closing conditions, including expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act.
Barclays acted as exclusive financial advisor to Boardwalk and Wells Fargo Securities acted as exclusive financial advisor to PL Midstream on this transaction.
- FICO (NYSE: FICO) today announced it has entered into a definitive agreement to acquire Adeptra Ltd., a leader in cloud-based customer engagement and risk intervention solutions based in Reading, UK and Norwalk, Connecticut. Adeptra's SaaS (software as a service) platform enables leading financial services institutions and other businesses to take advantage of the explosion in mobile communication in order to manage risk, fight fraud and dramatically improve the customer experience, all in real time.
FICO will acquire Adeptra for an all-cash purchase price of $115 million, subject to typical post-closing adjustments.
- Vascular Solutions, Inc. (Nasdaq: VASC) today announced that it has acquired the Venture wire control catheter, a deflectable-tip catheter used to provide guidewire directional control in challenging coronary and peripheral interventional procedures, from St. Jude Medical, Inc (NYSE: STJ).
The Venture catheter's deflectable atraumatic distal tip can be angled up to 90 degrees, providing physicians with control and precision while navigating complex turns in the vessel and lending back-up support when crossing tight lesions. The Venture catheter is currently sold in U.S. and international markets in three versions – over-the-wire, rapid-exchange and coronary sinus – all of which are 6 French-compatible and directionally control a standard 0.014-inch guidewire during difficult interventions.
Vascular Solutions has acquired all of the remaining finished goods inventory of the Venture catheter for immediate transition of existing sales, and has acquired the manufacturing equipment to begin the process of restarting and qualifying production in Vascular Solutions' existing manufacturing facility. Vascular Solutions expects to complete the manufacturing qualification during the second quarter of 2013, at which time it plans to re-launch the device on a worldwide basis.
The total purchase price is $3 million, consisting of an up-front payment of $2.25 million and an additional payment of $750,000 upon successful qualification of the transitioned manufacturing processes. The purchase price is being financed with cash on hand. The deal is expected to be neutral to Vascular Solutions' earnings this year. Beginning in 2013, Vascular Solutions expects the addition of the Venture catheter to be modestly accretive on an earnings per share basis.
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