Notable Mergers and Acquisitions of the Day 10/9: OXY/C, KMB/IFLO, SRZ

October 9, 2009 9:59 AM EDT

• Occidental Petroleum Corporation (NYSE: OXY) signed an agreement to purchase Phibro LLC from Citigroup Inc. (NYSE: C), for approximately net asset value.
  
  Primarily a trader in oil and gas, Phibro's assets consist of cash, marketable securities and readily saleable commodity positions. Phibro does not trade in any exotic derivatives or hold any level three type assets.
  
  Occidental's net investment in Phibro is expected to be about $250 million.
  
  The transaction is expected to close by year end.
  
  
• Kimberly-Clark Corporation (NYSE: KMB) and I-Flow Corporation (Nasdaq: IFLO) today announced a definitive agreement whereby I-Flow will be acquired in a cash tender offer for approximately $324 million on a fully diluted basis. The total transaction value, which is net of acquired cash and cash equivalents, is about $276 million.
  
  I-Flow will operate as part of Kimberly-Clark Health Care, a global business segment of Kimberly-Clark Corporation, with net sales of more than $1 billion, and a leading provider of infection control solutions, surgical solutions, and medical devices for pain management, respiratory and digestive health.
  
  Under the terms of the agreement, Kimberly-Clark will commence a tender offer to purchase all outstanding shares of I-Flow at $12.65 per share. The tender offer price represents a 31 percent premium to I-Flow's most recent 60-day average share price and is conditioned on the tender of a majority of the outstanding shares of I-Flow's common stock, calculated on a fully diluted basis. The Boards of Directors of both companies have unanimously approved the transaction. The transaction is expected to close in the fourth quarter of 2009, subject to customary closing conditions, including expiration of the waiting period under the Hart-Scott-Rodino Act and other foreign regulatory approvals.
  
  Upon closing, the transaction is expected to be modestly dilutive to Kimberly-Clark's 2009 and 2010 earnings per share and accretive beginning in 2011.
  
  
• Sunrise Senior Living, Inc. (NYSE: SRZ) entered into an agreement to sell 21 wholly owned assisted living communities, located in 11 states, to BLC Acquisitions Inc., an affiliate of Brookdale Senior Living Inc. (NYSE: BKD), for $204 million.
  
  BLC Acquisitions has placed into escrow an earnest money deposit of $5 million toward the purchase price. The closing date is currently scheduled for November 16, 2009. At the closing of the sale, Sunrise is expected to receive approximately $60 million in proceeds after payment or assumption by BLC Acquisitions of certain mortgage loans, the posting of required escrows, and payment of expenses by Sunrise, but prior to the use of any such funds to repay a portion of the outstanding amounts under Sunrise's bank credit facility.
  
  Sunrise Senior Living expects to record an impairment charge of approximately $7 million in the third quarter of 2009 to write down five of the 21 communities to fair value. The Company expects to record a gain on the sale of real estate of approximately $50 million upon closing of the transaction.

To see all the Mergers & Acquisitions for today in real-time go to http://www.streetinsider.com/Mergers+and+Acquisitions

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