Notable Mergers and Acquisitions of the Day 12/03: CEG, MTZ, RIMM

December 3, 2008 9:47 AM EST

• Electricite de France S.A. announced that it has sent a letter to the Board of Directors of Constellation Energy (NYSE: CEG) proposing to acquire a 50% ownership interest in Constellation's nuclear generation and operation business for $4.5 billion.
  
  EDF's proposal also provides for an up-front $1 billion cash investment in Constellation to be credited against the purchase price for EDF's interest in the nuclear generation and operation business, and an option pursuant to which Constellation could sell non-nuclear generation assets to EDF having an aggregate value of up to $2 billion. EDF expects it can receive the necessary regulatory approvals for the acquisition of its interest in the nuclear generation and operation business and close the transaction within six to nine months, upon Constellation's termination of its proposed transaction with MidAmerican Energy Holdings Company and execution of a definitive agreement with EDF.
  
  EDF said the offer represents the equivalent of an offer of around $52 per share of Constellation common stock, a financial premium of approximately 96% above the MidAmerican proposal.
  
  
• MasTec, Inc. (NYSE: MTZ) has revised the terms of its proposed acquisition of Wanzek Construction, Inc. Under the revised terms, MasTec will pay $50 million in cash, 7.5 million shares of MasTec common stock, $55 million in the form of a convertible note and assume $15 million of Wanzek's debt and pay a two year earnout equal to 50% of Wanzek's EBITDA in excess of $40 million per year. The convertible note matures in December 2013, has an annual coupon rate of 8% and converts into MasTec stock at a $12 conversion price.
  
  Under the original terms, MasTec had agreed to pay $200 million in cash and would have assumed $15 million of Wanzek's debt. The revised transaction is expected to close before year end.
  
  
• Research In Motion Limited (NASDAQ: RIMM) announced its intention to make an offer to acquire all of the issued and outstanding shares of Certicom Corp.at a price of CAD $1.50 cash per Certicom Share.
  
  The Offer price represents a premium of approximately 76.5% over the closing price of Certicom Shares on December 2, 2008 and a premium of approximately 76.1% over the volume weighted average trading price of Certicom Shares for the previous 20 trading days. The total acquisition cost is expected to be approximately CAD $66 million.
  
  The Offer will not be subject to any financing conditions and will be funded with RIM's cash on hand. The Offer will be made to Certicom's shareholders following receipt of a complete shareholder list from Certicom or earlier by publication of an advertisement and filing of the take-over bid circular as required under applicable Canadian securities laws.

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