Notable Mergers and Acquisitions of the Day 10/02: SBH, QLTI, PWR

October 2, 2009 10:39 AM EDT

• On September 30, 2009, Beauty Systems Group LLC, a subsidiary of Sally Beauty Holdings (NYSE: SBH), entered into an Agreement and Plan of Merger with Schoeneman Beauty Supply, the shareholders of Schoeneman and F. Dale Schoeneman, as shareholder representative, pursuant to which Schoeneman merged into a wholly-owned acquisition subsidiary of the Company.
  
  The aggregate merger consideration for the transaction was $71 million, subject to certain adjustments, including an adjustment based on closing date net assets. The Company currently expects to realize approximately $10 million of present value future tax savings as a result of expected future incremental depreciation and amortization tax deductions relating to the assets acquired in this transaction. The Company has agreed to indemnify the shareholders of Schoeneman for certain increased tax liabilities that they may incur as a result of the structure of the transaction.
  
  
• QLT Inc. (Nasdaq: QLTI) announced that it has completed the sale of all of the shares of its wholly-owned subsidiary, QLT USA, Inc. to TOLMAR Holding for up to an aggregate of US$230 million.
  
  Under the Stock Purchase Agreement, QLT received US$20 million on closing and will receive US$10 million on or before October 1, 2010 and up to an additional US$200 million payable on a quarterly basis in amounts equal to 80% of the royalties paid under the license agreements with each of Sanofi-Synthelabo Inc. and MediGene Aktiengesellschaft for the commercial marketing of Eligard in Canada, the United States and Europe (beginning with the royalties payable for Eligard sales that occurred in the quarter ended September 30, 2009) until the earlier of QLT receiving the additional US$200 million or the expiry of the Stock Purchase Agreement on October 1, 2024. In addition, under the terms of the Stock Purchase Agreement, TOLMAR will pay QLT an additional amount for the shares of QLT USA equal to the balance of cash that QLT USA had on-hand at closing, substantially all of which had been reflected in QLT's consolidated balance sheet at June 30, 2009. The net after-tax proceeds of this transaction are expected to be approximately US$230 million, assuming the entire additional US$200 million is paid.
  
  
• Quanta Services, Inc. (NYSE: PWR) announced the closing on Oct. 1, 2009 of the acquisition of Price Gregory Services. In connection with the acquisition, Quanta issued approximately 10.9 million shares of Quanta common stock and paid approximately $96 million in cash to the stockholders of Price Gregory Services.
  
  Building on Quanta's leadership role in the electric power transmission industry, the acquisition strongly positions Quanta as a leader in the North American energy transmission infrastructure market and will enable the company to take advantage of the positive long-term outlook for the natural gas and transmission pipeline industry.

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