Notable Mergers and Acquisitions of the Day 11/22: (SNDA) (PFE) (UNH) (BAC)

• Shanda Interactive Entertainment Limited, incorporated in the Cayman Islands (Nasdaq: SNDA), has entered into an Agreement and Plan of Merger, dated November 22, 2011, with Premium Lead Company Limited and New Era Investment Holding Ltd. pursuant to which Parent will acquire Shanda for US$20.675 per ordinary share or US$41.35 per American Depositary Share, each representing two ordinary shares. This represents a 26.6% premium over the Company's 30 trading day volume-weighted average price as quoted by NASDAQ on October 14, 2011, the last trading day prior to the Company's announcement on October 17, 2011 that it had received a "going private" proposal. The Transaction values Shanda's equity at approximately US$2.3 billion on a fully diluted basis.
  
  Pursuant to the Merger Agreement, upon the terms and subject to the conditions thereof, at the effective time of the merger, Merger Sub will be merged with and into the Company, the Company will become a wholly-owned subsidiary of Parent and each of the Company's ordinary shares issued and outstanding immediately prior to the effective time of the merger (including ordinary shares represented by ADSs) will be converted into the right to receive US$20.675 in cash per ordinary share (or US$41.35 in cash per ADS) without interest, except for the ordinary shares (including ordinary shares represented by ADSs): (i) beneficially owned by the Buyer Group which will be cancelled without receiving any consideration and (ii) owned by holders of such ordinary shares who have validly exercised and not lost their appraisal rights pursuant to Section 238 of the Cayman Islands Companies Law, as amended.
  
  
  The Company's Board of Directors, acting upon the unanimous recommendation of the Special Committee of Independent Directors formed by the Board of Directors, approved the Merger Agreement and the Transaction and resolved to recommend that the Company's shareholders vote to approve the Merger Agreement and the Transaction. The Special Committee, which is composed solely of directors unrelated to any of Parent, Merger Sub, the Buyer Group or any of the management members of the Company, negotiated the terms of the Merger Agreement with the assistance of its financial and legal advisors.
  
  The Transaction, which is currently expected to close before the end of Q112.
  
  J.P. Morgan is serving as financial advisor to the Buyer Group. Shearman & Sterling LLP is serving as U.S. legal advisor to the Buyer Group. Clifford Chance is serving as legal advisor to J.P. Morgan.
  
  Davis Polk & Wardwell LLP is serving as U.S. legal advisor to Shanda and Conyers Dill & Pearman is serving as Cayman Islands legal advisor to Shanda.
  
  
• Pfizer Inc. (NYSE: PFE) and Excaliard Pharmaceuticals, Inc. announced today that they have entered into a definitive agreement under which Pfizer will acquire Excaliard, a privately owned biopharmaceutical company focused on developing novel drugs for the treatment of skin fibrosis, more commonly referred to as skin scarring. The acquisition is expected to close before the end of the year.
  
  Excaliard’s lead product, EXC 001, an antisense oligonucleotide in phase 2, is designed to interrupt the process of fibrosis by inhibiting expression of connective tissue growth factor (CTGF). CTGF is a growth factor that can be over expressed in damaged skin or tissue following surgery or traumatic injury and lead to disfiguring skin scarring. The phase 2 program for EXC 001 has thus far produced positive clinical results in reducing scar severity. Upon completion of the acquisition, Pfizer plans to continue development of EXC 001 to address unmet medical needs in patient groups who suffer from excessive skin scarring. Currently, there are no FDA-approved products to reduce scar severity.
  
  While specific financial terms are confidential, Pfizer will provide to Excaliard an upfront payment and contingent payments if certain milestones are achieved. Isis Pharmaceuticals, Inc. is an equity owner of Excaliard and has granted Excaliard an exclusive worldwide license agreement for the development and commercialization of certain antisense drugs, including EXC 001. As such, Isis will receive a portion of the upfront and milestone payments paid by Pfizer to Excaliard.
  
  
• UnitedHealthcare, a UnitedHealth Group (NYSE: UNH) company, has agreed to acquire XLHealth Corp.
  
  The all cash transaction is subject to customary regulatory approvals. The acquisition is expected to close during H112.
  
  XLHeath is a sponsor of Medicare Advantage health plans with a primary focus on Medicare recipients with special needs, such as those with chronic illness, and those also eligible for Medicaid.
  
  
• IPIC Group Ltd., a Delaware-based private investment firm, today announced that it has commenced a partial tender offer to purchase for cash up to 500,000,000 shares of the issued and outstanding common stock of Bank of America Corporation (NYSE: BAC) at a purchase price of $6.00 per share.
  
  Subject to the satisfaction or waiver of all conditions to the offer, IPIC will pay for shares promptly after the expiration of the offer. The offer will expire at 12:00 Midnight, New York City time, on Friday, December 23, 2011, unless fewer than 500,000,000 shares are tendered on or before such date, in which event the offer will be extended until 12:00 Midnight, New York City time, on Friday, March 30, 2012. No further extensions are permitted under the offer.

To keep up on all the Mergers & Acquisitions data in real-time, go to our new Mergers and Acquisitions Central page.

---

Serious News for Serious Traders! Try StreetInsider.com Premium Free!

---

You May Also Be Interested In

• Midday movers: PepsiCo, JetBlue fall; GM, Danaher and UPS rise
• Morgan Stanley, UnitedHealth and Bank of America rise premarket; Tesla falls
• After-hours movers: Netflix, Intuitive Surgical, Nordstrom, KB Home