Notable Mergers and Acquisitions of the Day 08/21: (SPMD)/(DEXO) (CHD)
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- Dex One Corporation (NYSE: DEXO) and SuperMedia Inc. (Nasdaq: SPMD) today announced that their Boards of Directors have approved a definitive agreement under which Dex One and SuperMedia will combine in a stock-for-stock merger of equals, creating a national provider of social, local and mobile marketing solutions through direct relationships with local businesses.
Upon closing of the transaction, Dex One shareholders are expected to own approximately 60 percent and SuperMedia shareholders are expected to own approximately 40 percent of the combined company.
The combined company will have over 5,800 employees, including more than 3,100 consultants who establish direct relationships with local business owners and offer a full suite of marketing solutions to help them retain and add customers. Initially, the combined company will have relationships with more than 700,000 businesses.
The business will benefit from improved operating scale, significant synergies and enhanced cash flow. On a pro-forma basis, for the full year 2011, the combined company would have reported $3.1 billion in revenue, $778 million in non-GAAP operating income (adjusted to exclude impairment charges of $1.8 billion) and $1.2 billion in non-GAAP adjusted EBITDA. Pro-forma cash from operations for the full year 2011 would have been $657 million, and non-GAAP free cash flow would have been $610 million. For the first half of 2012, the combined company would have reported pro-forma revenue of approximately $1.4 billion, $290 million in operating income and $586 million in non-GAAP adjusted EBITDA. First half 2012 pro-forma cash flow from operations for the combined company would have been $340 million and non-GAAP free cash flow for the period would have been $322 million.
- After the market closed on Monday,Church & Dwight Co., Inc. (NYSE: CHD) announced that it entered into a Stock Purchase Agreement with Avid Health, Inc., the stockholders of Avid Health and the Seller Representative, pursuant to which the Company agreed to acquire all of the issued and outstanding capital stock of Avid Health. Avid Health is a leader in the vitamin, mineral, and supplement category. Its products, among others, include L'il Critters children’s gummy vitamins and Vitafusion adult gummy vitamins. Pursuant to the terms of the Agreement, the total purchase price, which is subject to adjustment based on the closing working capital of Avid Health and its subsidiaries, consists of total cash consideration of $650 million. The Company expects to finance the acquisition with a combination of debt and cash.
The closing of the transaction is expected to occur early in the fourth quarter of 2012 and is subject to the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and other customary closing conditions.
The company said it continues to expect diluted earnings per share for 2012 to be in the range of $2.41 to $2.43, excluding the ($0.02 EPS) dilutive effect of the Avid acquisition. Including Avid, the expected earnings range for 2012 is $2.39 to $2.41.
Also sees FY13 EPS of $2.73 to $2.78.
The Street is looking for FY12 EPS of $2.42 and FY13 EPS of $2.66.
- Generali is said to seek U.S. Life Reinsurance sale for $1 billion, according to Bloomberg headlines.
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