Notable Mergers and Acquisitions of the Day 09/21: (SYT) (HIW)
- U.S. Adds Jobs a Higher Clip in November, Unemployment Rate Falls to 7%
- Sears Holdings (SHLD) Files to Spin-Off Lands' End Unit
- J.C. Penney (JCP) Discloses Letter from SEC on Liquidity, Cash, Debt and Stock Offering
- Total (TOT) to Acquire Majority Stake in InterOil (IOC) PNG Play for ~$3.6B
- Shell (RDS-A) Cancels $20B GTL Project in Louisiana
- Syngenta AG (NYSE: SYT) intends to launch, via its subsidiary Syngenta Crop Protection AG, a voluntary and conditional public takeover bid in cash for all shares and warrants issued by Devgen NV. The bid offers a price of €16 per share and the price for warrants has been determined in conformity with market practices.
Total consideration is about €403 million.
The bid has been recommended by the Board of Directors of Devgen and is supported by a number of major shareholders holding approximately 48 percent of all shares.
The bid is contingent upon the fulfillment of certain customary conditions, including receipt of acceptances in respect of at least 80 percent of the shares that are subject to the offer and the condition that Devgen does not suffer a material adverse change before the results of the offer are published.
Full details of the bid will be covered in the offer prospectus submitted by Syngenta and the memorandum of reply prepared by the Board of Directors of Devgen, following approval thereof by the FSMA, the Belgian financial markets regulator.
- Highwoods Properties, Inc. (NYSE: HIW) has acquired Two Alliance Center, a 29-story, 492,000 square foot, Class A office building with structured parking located in the heart of the Buckhead submarket of Atlanta.
The Company's all-in investment is expected to be $146.7 million, or $298 per square foot, which includes $0.8 million of planned near-term building improvements.
The Company's all-in investment is determined by deducting $6.4 million ($13 psf) of closing credits received from the seller, consisting of $5.3 million ($11 psf) for free rent and $1.1 million ($2 psf) for committed future tenant improvements under certain existing leases, from the $152.3 million ($310 psf) gross price stated in the contract. The Company noted that under GAAP, free rent credits from a seller are recorded as a reduction in the investment cost rather than as rental income. Two Alliance Center is 90% occupied and is expected to generate full year 2013 GAAP net operating income of $11.1 million. The Company also noted that approximately $0.6 million of expensed acquisition costs will be recorded in the third quarter.
The Company noted that Two Alliance Center's excellent location within Buckhead is a significant competitive advantage given its easy access to Georgia 400 and Peachtree Road. It is also less than a half-mile walk from a MARTA Rail Station, and a publicly-funded pedestrian bridge will cut this distance in half upon its projected completion in late 2013. The building offers a number of amenities including conference facilities, a fitness center and a full-service bistro. In addition, Two Alliance Center is within walking distance to both Phipps Plaza and Lenox Square Mall, two upscale malls, as well as a number of luxury hotels, including the Ritz-Carlton and the Mandarin Oriental.
The Company funded the acquisition of Two Alliance Center with proceeds from its ATM programs, borrowings under its revolving credit facility and available cash. The Company noted that, subsequent to its second quarter earnings release on July 26, 2012, it has sold 2,371,031 shares of common stock, raising net proceeds of $77.5 million, under its ATM programs.
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