Notable Mergers and Acquisitions of the Day 08/22: (HCN)/(SRZ) (KFT) (BANC(

August 22, 2012 10:16 AM EDT
  • Health Care REIT, Inc. (NYSE: HCN) announced a deal to acquire Sunrise Senior Living, Inc. (NYSE: SRZ) for $14.50 per share in an all cash transaction. Shares of SRZ closed at $8.93 on Tuesday, representing a 62% premium.

    The acquisition positions Health Care REIT among the largest owners of seniors housing in the world with over 58,000 units located in the U.S., Canada, and the United Kingdom.

    The closing of the transaction is subject to approval by the shareholders of Sunrise. The transaction is expected to close in the first half of 2013.

    BofA Merrill Lynch acted as exclusive financial advisor to Health Care REIT on the transaction. Arnold & Porter, LLP, Shumaker, Loop & Kendrick, LLP, and Sidley Austin, LLP acted as Health Care REIT’s legal advisors.

  • In accordance with its quest to separate the company, Kraft Foods (Nasdaq: KFT) will sell a majority stake in Back to Nature line of natural-foods products to Brynwood Partners.

    The deal, set to close in October, shouldn't be over $125 million, reports the WSJ Wednesday morning.

    Kraft will retain a 25 percent to 50 percent stake in the company. The deal structure implies that Kraft still sees value in the brand, but one that couldn't be unlocked via is massive corporate structure.

    Annual sales for Back to Nature are $50 million to $75 million, with cookies, crackers, and trail mix sales rising at CAGR 20 percent the last three years.

  • First PacTrust Bancorp (Nasdaq: BANC), and The Private Bank of California (OTCBB: PBCA) entered into a definitive agreement pursuant to which The Private Bank of California will merge into Beach Business Bank, a wholly owned subsidiary of First PacTrust. Following the closing of the Transaction, Beach Business Bank will be renamed “The Private Bank of California.”

    The Transaction is initially valued at approximately $50 million, or approximately $13.00 per diluted share. This represents a twenty-seven percent premium to the most recent closing stock price for The Private Bank of California. As part of the Transaction consideration, shareholders of The Private Bank of California will receive, in aggregate, 2,083,333 shares of First PacTrust common stock having a value of approximately $25 million (at $12.00 per share). The boards of directors of First PacTrust, Beach Business Bank and The Private Bank of California have each unanimously approved the Transaction, which is expected to close during the second quarter of 2013.

    The Transaction is subject to customary closing conditions, including the receipt of all required regulatory approvals and approval by the shareholders of The Private Bank of California. Certain of The Private Bank of California’s directors and officers, in their capacities as shareholders of The Private Bank of California, representing more than 35% of the outstanding shares, have entered into voting agreements with First PacTrust pursuant to which they have agreed to vote for the Transaction.
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