Notable Mergers and Acquisitions of the Day 1/15: RTLX, SPSN
- Ronex Holdings, Limited Partnership announced that it has commenced a cash tender offer to purchase up to 2,038,977 ordinary shares of Retalix Ltd. (Nasdaq: RTLX) for $6.00 per share. If more than the maximum number of shares offered to be purchased in the tender offer are tendered, Ronex will purchase shares on a pro rata basis.
Ronex, a controlling shareholder of Retalix, currently owns 3,253,367 ordinary shares of Retalix, representing approximately 16.0% of Retalix's outstanding shares and, together with Retalix's founders, Messrs. Barry Shaked and Brian Cooper with whom Ronex had entered into a shareholders' agreement, Ronex may be deemed to beneficially have shared power to vote over 5,038,331 shares, representing approximately 24.7% of Retalix's outstanding shares. If the full number of shares is purchased in the tender offer, Ronex will own approximately 26.0% of Retalix's outstanding shares and, by virtue of the shareholders' agreement may be deemed to hold 34.7% of Retalix's outstanding shares (together with the shares beneficially owned by Messrs. Shaked and Cooper).
On January 12, 2009, the last trading day before Ronex announced to Retalix its intention to launch the offer, the closing sale price of the Retalix shares was $5.88 on Nasdaq and NIS 23.66 ($6.07 based on an exchange rate of NIS 3.8950 per United States dollar as of January 12, 2009) on the Tel Aviv Stock Exchange.
- Spansion Inc. (Nasdaq: SPSN) announced today that it has been exploring strategic alternatives, including, but not limited to, opportunities to merge with or sell to similar U.S. or foreign businesses. These strategic alternatives would be designed to build on Spansion's position as a leading supplier of NOR flash memory by creating significantly greater scale and to provide Spansion's customers with a broader range of more cost effective memory solutions. Spansion has engaged Barclays Capital to assist the company in exploring these strategic alternatives.
Spansion also announced that in connection with the exploration of strategic alternatives it has initiated discussions to begin an organized process of potential balance sheet restructuring opportunities. In anticipation of this process, Spansion has decided to delay making the interest payment on its outstanding 11.25% Senior Notes due 2016, which is due January 15, 2009. Under the indenture governing the 11.25% Notes, a failure to make an interest payment is subject to a 30-day cure period.
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