Notable Mergers and Acquisitions of the Day 1/17: [(CNVO)/BLKB) (ISTA)/(VRX) (VQ)]

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Convio, Inc. (NASDAQ: CNVO) entered into a definitive agreement to be acquired by Blackbaud, Inc. (NASDAQ: BLKB) for $16 per share in cash.

The deals comes at at 49 percent premium to Convio closing price Friday.

The transaction is expected to be accretive to Blackbaud's non-GAAP financial results for the full year 2012 and increasingly so in future years.

The board of directors of both companies have unanimously approved the transaction. The acquisition is structured as a cash tender offer followed by a merger, and is expected to close during the first quarter of 2012.
ISTA Pharmaceuticals, Inc. (Nasdaq: ISTA) has received a revised non-binding proposal from Valeant Pharmaceuticals (NYSE: VRX) to acquire ISTA and will consider the updated proposal as part of its ongoing review of strategic options. On January 11, Valeant's Chairman and CEO and two Directors met with Vicente Anido, Jr., Ph.D., ISTA's President and Chief Executive Officer, and Richard C. Williams, ISTA's Chairman of the Board. During the meeting, Valeant raised its initial proposal to $7.50 per share in cash and set a target price of $8.50 per share in cash, subject to one week of due diligence. Subsequently, on January 16 Valeant sent ISTA a letter confirming its increased non-binding proposal, which included a number of inaccuracies about ISTA's process and the discussions between the two companies. ISTA's process for review of strategic options is advancing as planned and in an expeditious manner, consistent with the Board's fiduciary responsibilities and its commitment to maximizing shareholder value. As part of the strategic review process publicly announced on December 16, 2011, ISTA is currently in dialogue with a number of parties that have expressed an interest in pursuing a strategic transaction.

Greenhill & Co. is acting as financial advisor to ISTA. Stradling Yocca Carlson & Rauth and WilmerHale LLP are acting as legal advisors to ISTA.
Venoco, Inc. (NYSE: VQ), has entered into a definitive merger agreement under which Timothy M. Marquez, Venoco's Chairman and CEO, who, together with affiliated trusts and foundations, holds 50.3% of Venoco's common stock, will acquire Venoco through a wholly owned entity, Denver Parent Corporation.

Under the agreement, Venoco shareholders, excluding Mr. Marquez and his affiliated entities, will receive $12.50 per share in cash upon completion of the transaction. The price represents a premium of 63% to Venoco's closing price on Friday, January 13, 2012, the last trading day before the announcement of the transaction and a premium of 75% to the volume-weighted one-month moving average for that date, and implies a total enterprise value of approximately $1.5 billion.

BofA Merrill Lynch and Strategic Energy Advisors, LLC are acting as financial advisors to the special committee, and Squire Sanders is acting as legal advisor to the special committee.

Wachtell, Lipton, Rosen & Katz is acting as legal advisor to Mr. Marquez, and Citigroup and BMO Capital Markets are working with Mr. Marquez on the transaction.