Notable Mergers and Acquisitions of the Day 09/24: (CHRW) (UDRL) (CRFN)/(ECBE) (MTL)
- C.H. Robinson Worldwide, Inc. (Nasdaq: CHRW) has reached a stock purchase agreement to acquire Phoenix International, Inc. (“Phoenix”) for $571.5 million in cash and approximately $63.5 million in newly-issued C.H. Robinson stock. The agreement is subject to certain customary closing conditions, including regulatory approval. Closing of the acquisition is expected to occur in the fourth quarter of 2012. C.H. Robinson will use existing cash and plans to enter into a revolving credit facility with major banks to finance the cash portion of the purchase price. The acquisition is expected to be modestly accretive in the first year.
Phoenix is a privately-held international freight forwarder. In its most recently completed fiscal year, as of June 30, 2012, Phoenix generated gross revenues of approximately $807 million, net revenues of approximately $161 million and adjusted operating income of approximately $48 million.
Phoenix primarily provides international freight forwarding services, including ocean, air, and customs brokerage, currently serving approximately 15,000 customers globally. Phoenix has approximately 2,000 employees, located in 76 offices in 15 countries. The company is headquartered in Chicago, Illinois.
- Union Drilling, Inc. (Nasdaq: UDRL) and Sidewinder Drilling Inc., a Houston-based land drilling company controlled by Avista Capital Partners, today announced that the two companies have entered into a definitive agreement and plan of merger pursuant to which Sidewinder will acquire all of the outstanding shares of Union Drilling common stock in an all-cash tender offer valued at approximately $242 million.
Under the terms of the agreement and plan of merger, which has been unanimously approved by Union Drilling's Board of Directors, Sidewinder's acquisition subsidiary, Fastball Acquisition, Inc. ("Fastball"), will commence a cash tender offer to purchase all of the outstanding shares of Union Drilling for $6.50 per share. The purchase price represents a premium of 40.0% over the 60-day volume weighted average share price of Union Drilling and a premium of 26.8% over the 30-day volume weighted average share price of Union Drilling as of Monday, September 24, 2012, the last full trading day before today's announcement.
The tender offer and the merger are subject to customary closing conditions set forth in the agreement and plan of merger, including the satisfaction of the minimum tender condition in the tender offer that 67.2% of Union Drilling's outstanding shares on a fully diluted basis be tendered to Sidewinder's merger subsidiary and the expiration or early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. In the event that the minimum tender condition is not met, and in certain other circumstances, the parties have agreed to complete the transaction through a one-step merger after receipt of Union Drilling stockholder approval. Sidewinder has received voting agreements with certain Union Drilling stockholders representing 51% of the outstanding shares of Union Drilling to vote in favor of the transaction. The closing of the transaction is expected in the fourth quarter of 2012.
The Board of Directors of Union Drilling has unanimously determined that the offer and the merger are in the best interests of Union Drilling's stockholders and will recommend that Union Drilling stockholders accept the offer and tender their shares in the offer when it is made.
- Crescent Financial Bancshares, Inc. (Nasdaq: CRFN) and ECB Bancorp, Inc. (AMEX: ECBE) jointly announced today the signing of a definitive merger agreement under which Crescent Financial will acquire ECB Bancorp, Inc. for $17.75 per share or approximately $51.6 million.
This is the second merger announcement for Crescent Financial Bancshares (Crescent State Bank) in recent months. In August, Crescent State Bank and VantageSouth Bank announced that they had entered into a definitive merger agreement in which VantageSouth Bank will merge into Crescent State Bank. This transaction is expected to close in the fourth quarter, at which time both banks will operate as VantageSouth Bank.
Upon completion of the transaction, the combined company will have approximately $2.0 billion in total assets, $1.7 billion in total deposits, $1.2 billion in total loans, and a network of 45 branches in North Carolina.
The merger agreement has been approved by the board of directors of each company. The transaction is expected to close in the first quarter of 2013 and is subject to customary conditions, including regulatory approvals and approval by both Crescent Financial and ECB Bancorp shareholders. At closing, ECB Bancorp will be merged into Crescent Financial and East Carolina Bank will subsequently operate as VantageSouth Bank.
Under the terms of the agreement, shareholders of ECB Bancorp, Inc. will receive 3.55 shares of CRFN for each share of ECBE common stock. The stock issuance is valued at approximately $51.6 million in the aggregate, based on 2,904,841 shares of ECBE common stock outstanding at $5.00 per CRFN share.
Keefe, Bruyette & Woods, Inc. served as financial advisor and Womble, Carlyle, Sandridge & Rice, LLP provided legal counsel to Crescent Financial Bancshares, Inc. Sandler O\'Neill& Partners, L.P. served as financial advisor and Kilpatrick Townsend & Stockton, LLP served as legal counsel to ECB Bancorp, Inc.
- Mechel OAO (NYSE: MTL), one of the leading Russian mining and metals companies, reports decisions made by the Board of Directors.
Mechel OAO's Board of Directors held a meeting on September 21, 2012, with the agenda including, among other issues, the measures on restructuring the Group's assets in order to improve the company's financial performance and increase its shareholder value, in view of the revised strategy approved in May this year. We reiterate that the revised strategy for Mechel OAO's development envisions focusing on such priority areas as mining and full-cycle steelmaking with an emphasis on production of long products and high value-added products, including specialty steel, stainless steel and hardware.
Based on the results of an analysis of Mechel OAO's assets presented by the management, the Board of Directors unanimously approved divestment of the following assets as not consistent with the new development strategy: enterprises that make up Mechel's Eastern European Steel Division S.R.L., Donetsk Electrometallurgical Plant PJSC (Ukraine), Invicta Merchant Bar Ltd. (UK), UAB "Mechel Nemunas" (Lithuania), Mechel Service Global B.V. (except Mechel Service OOO (Russia)), Voskhod-Chrome LLP (Kazakhstan), Voskhod-Oriel LLP (Kazakhstan), Tikhvin Ferroalloy Plant OOO (Russia), Southern Urals Nickel Plant OAO (Russia), Kuzbass Power Sales Company OAO (Russia), Toplofikatsia Rousse EAD (Bulgaria).
In order to speed up implementation of the mining division's priority project — development of the Elga coal deposit — the Board of Directors also recommended evaluating the possibility of a potential divestment of a minority stake in Mechel Mining OAO to a strategic partner (but such stake not to exceed 25%).
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