Notable Mergers and Acquisitions of the Day 11/20: (SHF) (PWR)/(DY) (HDY)

• On November 18, 2012, Schiff Nutrition International Inc. (NYSE: SHF) provided a written notice to Bayer Aktiengesellschaft and Merger Sub concerning a $42.00 per Share, all cash acquisition proposal from Reckitt Benckiser Group plc, dated November 15, 2012. On November 19, 2012, BHC and Merger Sub provided the Company with a letter (the “Letter) in response to its notice. The Letter, a copy of which is included as Exhibit 5 to this Schedule 13D and is incorporated herein by reference in its entirety, stated as follows:
  
  “Reference is made to: (i) that certain Agreement and Plan of Merger, dated as of October 29, 2012, by and among Bayer HealthCare LLC, a Delaware limited liability company, Willow Road Company, a Delaware corporation and a wholly-owned Subsidiary of Parent, and Schiff Nutrition International, Inc., a Delaware corporation; and (ii) your letter to Dr. Jan Heinemann dated November 18, 2012, which gave notice with respect to the $42.00 per common share, all cash Acquisition Proposal from Reckitt Benckiser Group plc dated November 15, 2012. All capitalized terms used but not otherwise defined herein shall have the definitions set forth in the Merger Agreement.
  
  
  Bayer AG’s Board of Management has decided not to propose any increase to the Merger Consideration payable in respect of the Company Common Stock in response to the November 18 Proposal. Bayer AG’s Board of Management continues to believe that the Merger transaction would represent a logical and strategic addition for Bayer’s Consumer Care business. However, it came to the conclusion that entering a competitive bidding process in response to the November 18 Proposal would result in a price outside Bayer’s set financial criteria. Having completed a number of successful acquisitions, Bayer plans to continue its strategy to augment organic growth with strategic bolt-on acquisitions.
  
  Parent and Merger Sub hereby waive the conditions set forth in clauses i. and ii. of the second proviso of the first sentence of Section 5.3(f) of the Merger Agreement (the “Waived Conditions”) solely with respect to the November 18 Proposal. This waiver applies solely to the Waived Conditions, so that the actions specified in clauses (y) and (z) of such proviso (the “Actions”) may not be taken with respect to the November 18 Proposal unless the Company complies with the other provisions of Section 5.3(f), including the first proviso to such sentence, clause iii. of the second proviso to such sentence, and the sentences following clause iii, as well as any other provision of the Agreement that would be applicable to the Actions. This waiver does not and shall not apply to any Acquisition Proposal other than the November 18 Proposal or any actions taken with respect thereto, and in the event of any material revisions to the financial or other material terms of the November 18 Proposal, the applicable provisions of Section 5.3(f) of the Merger Agreement shall continue to apply. This waiver does not and shall not apply to any failure to comply with any provision of the Merger Agreement other than the Waived Conditions, and Parent and Merger Sub reserve all rights with respect to any such failure.”
  
  BHC and Merger Sub confirmed to the Issuer that it may treat the Notice Period (as defined in the Merger Agreement) as having expired with respect to the November 18 Proposal (as defined in the Letter) for purposes of clause iii. of the second proviso of the first sentence of Section 5.3(f) of the Merger Agreement. In the event of any material revisions to the financial or other material terms of such November 18 Proposal, the applicable provisions of Section 5.3(f) will apply.
  
  
• Hyperdynamics Corp. (NYSE: HDY) announced that its wholly owned subsidiary, SCS Corporation Ltd, has entered into an agreement with Tullow Guinea Ltd., a subsidiary of Tullow Oil plc, for the sale of a 40% gross interest in Hyperdynamics' oil and gas exploration concession offshore Guinea and the transfer of operatorship to Tullow. Subject to the completion of due diligence, the sale is expected to close by year-end following the satisfaction of certain closing conditions and approval of the assignment by Guinea's Ministry of Mines and Geology.
  
  At closing, the interests of SCS, Tullow and Dana Petroleum E&P Limited in the concession will be 37%, 40% and 23%, respectively.
  
  The parties intend to commence drilling a well to test a deepwater fan prospect in the concession no later than April 1, 2014. According to the terms of the agreement, Tullow will reimburse SCS in respect of its past costs in the amount of $27 million cash at closing and will carry SCS' participating interests share of future expenses up to a gross expenditure cap of US$100 million, from the date of entry into the next exploration period until 90 days after the drilling of the well. Tullow will also carry SCS's share of costs associated with an appraisal well of the initial exploration well, if drilled, subject to an additional gross expenditure cap of $100 million.
  
  BofA Merrill Lynch, acting as financial advisor, assisted Hyperdynamics in connection with the sale.
  
  
• Quanta Services, Inc. (NYSE: PWR) today announced that it has entered into a definitive agreement to sell its telecommunications subsidiaries to Dycom Industries, Inc. (NYSE: DY) for approximately $275 million in cash, subject to final adjustments. The subsidiaries included in the transaction comprise substantially all of Quanta's domestic telecommunications infrastructure services operations. Quanta intends to use the proceeds of the transaction to support its ongoing strategic growth initiatives primarily associated with electric power and pipeline infrastructure and for general corporate purposes. The required waiting period under the Hart-Scott Rodino Act has expired, and subject to customary conditions, the transaction is expected to close by December 31, 2012. Stephens Inc. served as financial advisor to Quanta Services in the transaction.
  
  The subsidiaries in the transaction account for substantially all of Quanta's domestic telecommunications infrastructure services operations. The trailing twelve month revenues through September 30, 2012, associated with these subsidiaries were approximately $535 million, which includes approximately $34 million for services performed within Quanta's Fiber Optic Licensing segment and approximately $39 million of revenues from other Quanta segments. After closing the transaction, Quanta plans to disclose the estimated financial effects of the transaction on this year's fourth quarter and full year 2012 results.

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