Notable Mergers and Acquisitions of the Day 09/12: (BRCM)/(NETL) (CFX) (MHP) (MFW)

• Broadcom Corporation (Nasdaq: BRCM), and NetLogic Microsystems, Inc. (Nasdaq: NETL), have entered into a definitive merger agreement. Under the agreement, NetLogic Microsystems shareholders will receive $50 per share in a transaction of approximately $3.7 billion, net of cash assumed.
  
  The transaction has been approved by the Broadcom and NetLogic Microsystems boards of directors and is subject to customary closing conditions, including the receipt of domestic and foreign regulatory clearances and the approval of NetLogic Microsystems' stockholders.
  
  
  The transaction is expected to close in H112. Broadcom currently expects the acquisition to be accretive to earnings per share by approximately $0.10 on a non-GAAP basis in 2012.
  
  
• Colfax Corporation (NYSE: CFX) and Charter International plc have reached an agreement on the terms of a recommended offer by Colfax to acquire Charter for 910 pence (approximately $14.45) per Charter share, comprised of 730 pence in cash and a fixed ratio of 0.1241 Colfax common shares per Charter share. The stock portion of the consideration is valued at 180 pence based on the US$23.04 closing price of Colfax shares on September 9, 2011 and an exchange rate of 1.5881 US$ per British pound.
  
  Under the terms of the offer, eligible Charter shareholders will be permitted to elect, subject to availability, to vary the proportions in which they receive cash and Colfax common shares. Such elections will be satisfied to the extent that other Charter shareholders make off-setting elections. To the extent that elections cannot be satisfied in full, they will be scaled down on a pro rata basis. The transaction values Charter's fully diluted share capital at approximately 1,528 million pounds Sterling (approximately $2.426 billion) based on the closing price of $23.04 per Colfax share on September 9, 2011.
  
  Deutsche Bank and BDT & Company are acting as financial advisors to Colfax and Skadden, Arps, Slate, Meagher & Flom LLP is acting as Colfax's legal counsel in connection with this transaction. Goldman Sachs International, J.P. Morgan Cazenove and RBS are acting as financial advisors to Charter and Slaughter and May is acting as Charter's legal counsel in connection with this transaction.
  
  
• The McGraw-Hill Companies (NYSE: MHP) today announced that its Board of Directors has unanimously approved a comprehensive Growth and Value Plan that includes separation into two strong public companies: McGraw-Hill Markets, primarily focused on capital and commodities markets, and McGraw-Hill Education, focused on education services and digital learning.
  
  The three-part Plan is designed to accelerate growth and increase shareholder value by:
  1. Creating two "pure-play" companies with the scale, and the capital and cost structures to fully leverage their world-class franchises, iconic brands, and leading market positions
     
     
  2. Reducing costs significantly to ensure efficient operating structures for the two new companies
     
     
  3. Accelerating the pace of share repurchases to a total of $1 billion for the full year 2011 (approximately $540 million repurchased year to date).
  The Company is accelerating share repurchases and plans to repurchase $1 billion of shares in 2011. In the third quarter to date, the Company has repurchased 6.4 million shares for $240 million. Year-to-date, the Company has repurchased 14.1 million shares for $540.6 million. The Company has the flexibility to continue repurchasing shares in 2012 under its current authorization.
  
  McGraw-Hill management is developing detailed separation plans, which will be subject to approval by the Board of Directors. The Company expects to complete the transaction by the end of 2012 through a tax-free spin-off of the education business to McGraw-Hill shareholders, subject to various conditions including final Board approval and a tax ruling from the Internal Revenue Service. While it is McGraw-Hill's intention to effect this separation, there can be no guarantee that it will be concluded or assurance as to the terms of the transaction.
  
  The Company's financial advisors are Goldman Sachs and Evercore Partners.
  
  
• M & F Worldwide Corp. (NYSE: MFW) and MacAndrews & Forbes Holdings, Inc., have entered into a definitive merger agreement under which MFW will be merged with a subsidiary of MacAndrews & Forbes and all outstanding shares of MFW common stock not owned by MacAndrews & Forbes will be converted into the right to receive $25 in cash per share.
  
  MacAndrews & Forbes currently owns approximately 43 percent of the outstanding shares of MFW common stock.
  
  The transaction was approved by the board of directors of MFW, upon the recommendation and approval of a special committee comprised entirely of independent directors that was formed to evaluate and consider the transaction. The special committee's recommendation and approval followed a thorough examination of the transaction, which occurred over a three-month period. Evercore Group L.L.C. acted as financial advisor and Willkie Farr & Gallagher LLP acted as legal counsel to the special committee. Moelis & Company acted as financial advisor and Skadden, Arps, Slate, Meagher & Flom LLP acted as legal counsel to MacAndrews & Forbes.
  
  Closing is expected in Q411.

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