Notable Mergers and Acquisitions of the Day 11/16: CSCO, MOT, TTMI, ONXX

November 16, 2009 10:35 AM EST

• Cisco (NASDAQ: CSCO) today announced a revised recommended voluntary cash offer to acquire TANDBERG. Under the revised terms, Cisco will offer to purchase all the outstanding shares of TANDBERG for 170 Norwegian Kroner per share for an aggregate purchase price of approximately $3.4 billion. Cisco will also increase the interest payable on the offer price to a rate of 3.00% from a rate of 1.75%. This revised offer represents Cisco's final price for this transaction.
  
  Shareholders representing in aggregate more than 30% of the outstanding shares, including TANDBERG'S largest shareholders Folketrygdfondet and OppenheimerFunds, have pre-accepted this offer based on this new price. These shares combined with the previously announced shareholder acceptances bring the total to in excess of 40% of the outstanding shares committed to the transaction.
  
  Cisco believes that this revised offer remains consistent with the principles of prudence and financial fairness. If Cisco does not achieve the desired level of acceptances, the company will withdraw the offer and evaluate alternative ways to expand our activities in the video communications market
  
  
• Motorola, Inc. (NYSE: MOT) today announced that it has signed a definitive agreement to acquire BitBand, a leading provider of content management and delivery systems, specializing in video on demand for IPTV. Terms of the transaction were not disclosed. The acquisition, which is subject to customary closing conditions, is expected to close in Q4 2009. BitBand will be integrated into Motorola's Home & Networks Mobility business.
  
  Based in Netanya, Israel, BitBand has more than 60 commercial IPTV deployments worldwide, including TELE2 (Holland), Fastweb (Italy), and Swyazinvest (Russia). The acquisition of BitBand will complement Motorola's existing on demand product line which includes the Adaptive Media Management framework for content management and high-performance streaming servers for centralized and edge-based on demand networks. BitBand brings products tailored for IP video and expertise in IPTV solutions, as well as solutions for Content Delivery Networks and Over-the-Top video services. With the addition of BitBand's products, Motorola can offer comprehensive on demand solutions for customers worldwide, addressing a wide range of deployment scales, access networks, video formats and business models.
  
  "Motorola is committed to investing in our video infrastructure solutions as our customers evolve their networks to handle the explosion in consumer demand for video," said John Burke, senior vice president and general manager, Broadband Home Solutions, part of the Motorola Home & Networks Mobility business. "BitBand has a leading share in IPTV video on demand and a strong base in Europe that we plan to leverage as we continue growing our infrastructure business in the EMEA region."
  
  "We are proud to become part of a world-class organization through this acquisition. Our team and our customers will benefit from Motorola's leadership in video solutions and worldwide scale of operations," said Ervin Leibovici, CEO of BitBand. "BitBand will bring to Motorola its market leading CDN solutions, IP video expertise and strong customer relationships around the world, enabling Motorola to further strengthen its leadership position."
  
  
• TTM Technologies, Inc. (NASDAQ: TTMI) today announced the signing of a definitive agreement to create a business combination with Meadville Holdings Limited's PCB business. Meadville Holdings Limited is a Hong Kong listed company and a leading provider of volume high-end PCBs. The combination will create one of the largest PCB manufacturers in the world with combined 2008 annual sales of $1.35 billion.
  
  As part of the transaction, TTM will acquire Meadville's PCB business in exchange for an equity purchase price of approximately $521 million which will be payable in the form of cash and TTM common stock. This implies a transaction enterprise value of approximately $936 million. The debt being assumed is in the form of a new fully committed bank facility with a syndicate of seven leading Asian banks.
  
  The combination is expected to be accretive to earnings without synergies within the first year post-closing. This statement is not intended to be a profit forecast and should not be interpreted to mean that earnings for any subsequent financial period would necessarily be greater than those of any preceding financial period.
  
  The transaction is expected to be completed in the first quarter of 2010, subject to customary closing conditions and shareholder and regulatory reviews in both the United States and Hong Kong, including review by the U.S. Department of Defense and the Committee on Foreign Investment in the United States.
  
  
• Onyx Pharmaceuticals, Inc. (Nasdaq: ONXX) has completed its acquisition of Proteolix, Inc., a privately held biopharmaceutical company focused on discovering and developing novel therapies that target the proteasome for the treatment of hematological malignancies and solid tumors.
  
  "With the close of this strategic transaction, Onyx reaches an important milestone in its evolution as a leading biopharmaceutical company. This acquisition positions the company for the next level of growth as a multi-product portfolio company with the opportunity to expand into the $16 billion hematological malignancies market," said N. Anthony Coles, M.D., president and chief executive officer of Onyx. "The lead asset, carfilzomib, with its potential for an accelerated approval in 2011, may provide the next generation of therapy for patients with multiple myeloma who often relapse or become resistant to current treatment options."

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