Notable Mergers and Acquisitions of the Day 11/17: (LCAPA)/(LSTZA) (CTS)/(VPF) (ABD)/(MWV)
Up)- Liberty Media Corporation (Nasdaq: LCAPA)(Nasdaq: LCAPB)(Nasdaq: LSTZA)(Nasdaq: LSTZB) repoted its board of directors has unanimously voted to eliminate Liberty’s tracking stock structure by converting each share of its Liberty Starz common stock into 0.88129 of a share of the corresponding series of Liberty Capital common stock, effective at 5:00 p.m., New York City time, on November 28, 2011. Cash will be paid in lieu of fractional shares.
The conversion of shares of Liberty Starz common stock will be effected pursuant to Article IV, Section A.2(b)(ii) of Liberty’s restated charter and will result in the conversion of all of the outstanding shares of Liberty Starz common stock on the Conversion Date unless, pursuant to the restated charter, the board determines to terminate the Conversion prior to the Conversion Date. The conversion does not require any action by Liberty’s shareholders and will have no impact on the businesses, assets and liabilities of Liberty. Following the conversion, Liberty will have two series of common stock, which will trade under the Nasdaq symbols LMCA and LMCB.
Liberty’s board also determined to increase the repurchase authorization for Liberty Capital common stock to $1.25 billion following the conversion.
- CTS Corporation (NYSE: CTS) and Valpey-Fisher Corporation (Nasdaq: VPF) entered into a definitive merger agreement providing for the cash acquisition of Valpey-Fisher by CTS. Upon closing of the transaction, Valpey-Fisher will operate as an indirect wholly-owned subsidiary of CTS.
Pursuant to the terms of the definitive agreement, CTS will acquire 100% of the issued and outstanding equity of Valpey-Fisher for $4.15 per share in cash. Valpey-Fisher’s Board of Directors has unanimously approved the merger and recommends that Valpey-Fisher’s stockholders vote in favor of the transaction. The transaction is subject to customary closing conditions and approval of Valpey-Fisher’s stockholders.
A more complete description of this transaction is included in Valpey-Fisher’s Form 8-K to be filed later today. The transaction is expected to close in January 2012.
- ACCO Brands Corporation (NYSE: ABD), and MeadWestvaco Corporation (NYSE: MWV), signed a definitive agreement to merge MeadWestvaco Corporation’s Consumer & Office Products business into ACCO Brands in a transaction valued at approximately $860 million. Upon completion of the transaction, MeadWestvaco shareholders will own 50.5% of the combined company.
ACCO Brands Corporation’s financial advisor in the transaction is Barclays Capital Inc., with William Blair & Company, L.L.C. providing a fairness opinion. Its legal advisor is Skadden, Arps, Slate, Meagher & Flom LLP.
- SXC Health Solutions Corp. (Nasdaq: SXCI) has entered into a definitive agreement to acquire HealthTrans LLC, a middle-market PBM service company based in Colorado, for a purchase price of $250 million in cash, subject to certain customary post-closing adjustments.
The purchase price of $250 million is expected to be funded from SXC's existing cash balance. SXC may also finance a portion of the purchase price through a committed $50 million unsecured line of credit from J.P. Morgan Chase Bank, N.A. The Company may pursue an increase of its line of credit based on its review of market conditions and other considerations.
Closing is expected in Q112.
Get immediate access to market moving news and alerts with StreetInsider.com Premium - FREE TRIAL!
You May Also Be Interested In
Create E-mail Alert Related Categories
Special ReportsRelated Entities
William Blair, JPMorgan, Barclays, Notable Mergers and AcquisitionsSign up for StreetInsider Free!
Receive full access to all new and archived articles, unlimited portfolio tracking, e-mail alerts, custom newswires and RSS feeds - and more!
