Notable Mergers and Acquisitions of the Day 1/21: ORCL/JAVA, MATK, FIT, A/VARI

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ORCL Hot Sheet

Overall Analyst Rating:
NEUTRAL (= Flat)

Dividend Yield: 0.8%
Revenue Growth %: +3.4%

Oracle Corporation (NASDAQ: ORCL) announced today that it had received regulatory approval from the European Commission for its acquisition of Sun Microsystems, Inc (NASDAQ: JAVA). Oracle expects unconditional approval from China and Russia and intends to close the transaction shortly.
Martek Biosciences Corporation (NASDAQ: MATK) announced today that it has entered into an agreement to purchase Amerifit Brands Inc., a consumer health and wellness company, from Charterhouse Group, Inc. in an all-cash transaction valued at $200 million, subject to working capital adjustments. Amerifit Brands develops, markets and distributes branded consumer health and wellness products focused on women's and digestive health benefits. Amerifit holds leading brand positions in all of its key product categories, and its products are sold in most major mass, club, drug, grocery and specialty stores. Amerifit's key products include: Culturelle®, a leading probiotic supplement; AZO®, the leading OTC brand addressing symptom relief, detection and prevention of urinary tract infections; and ESTROVEN®, the leading all-natural nutritional supplement brand addressing the symptoms of menopause.

"Amerifit's first-class sales and marketing infrastructure and proven management team for selling branded consumer health and wellness products provide Martek with a platform for accelerating the commercialization of our nutritional product pipeline," stated Steve Dubin, Martek's CEO. "I am excited at the prospect of being able to develop consumer brands for some of the exciting new products in Martek's pipeline. This new capability will enable Martek to move up the value chain by getting closer to the consumer and should result in increased revenue and gross profit opportunities."

"The entire management team here at Amerifit is thrilled to become part of the Martek family," said Amerifit CEO Cyrill Siewert. "Amerifit's capabilities of marketing and growing leading consumer brands along with Martek's promising product pipeline, robust R&D capabilities, and commitment to science-based products is a compelling combination that should provide powerful opportunities for growth in the years ahead."

Under the terms of the transaction, Martek will pay consideration of $200 million, subject to working capital adjustments, of which $120 million will be paid from Martek's current cash reserves and the remainder from a new credit facility which has been established by Martek.

The transaction is expected to be accretive to Martek's earnings in fiscal 2010. Expense synergies are not expected. The transaction is expected to close in Martek's second fiscal quarter, subject to customary closing conditions, including expiration or early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act. Martek was advised by Canaccord Adams Inc., Hogan & Hartson LLP, and Miles & Stockbridge P.C.

Raises its Q1 sales guidance from $85-$89 million to $88-$90 million and its adj-EPS guidance from $0.29-$0.32 to $0.30-$0.33. The Street is currently looking for Q1 sales and EPS of $85.71 million and $0.29, respectively.
Trustmark Mutual Holding Company and Health Fitness Corporation (AMEX: FIT) today announced a definitive merger agreement, pursuant to which Trustmark will acquire HealthFitness, an award-winning provider of integrated health and fitness management services, in an all-cash transaction valued at approximately $97 million.

Under the terms of the agreement, Trustmark, through a subsidiary, will commence a tender offer to purchase all outstanding shares of HealthFitness common stock at $8.78 per share in cash. The tender
offer price represents a premium of approximately 22% over the closing share price of HealthFitness common stock on January 20, 2010, the last trading day prior to today's announcement, and a
premium of approximately 23% over HealthFitness' $7.12 average closing share price for the 30 trading days ended January 20, 2010. The tender offer is conditioned on the tender of a majority of the
outstanding shares of HealthFitness common stock, calculated on a fully diluted basis, and other customary closing conditions.

The independent members of the HealthFitness Board of Directors have unanimously approved the merger agreement and are recommending HealthFitness' shareholders adopt the agreement.

The transaction is expected to close in the first quarter of 2010, subject to customary closing conditions, including expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act.
Agilent Technologies, Inc. (NYSE: A) and Varian, Inc. (NASDAQ: VARI) today announced that they have been granted conditional antitrust clearance from the European Commission for Agilent's proposed acquisition of Varian.

As part of the European Commission's clearance decision, Agilent and Varian have committed to sell:
- Varian's laboratory gas chromatography (GC) business;
- Varian's triple quadrupole gas chromatography-mass spectrometry (GC-MS triple quad) business;
- Varian's inductively coupled plasma-mass spectrometry (ICP-MS) business; and,
- Agilent's micro gas chromatography (micro GC) business.
Agilent and Varian have initiated a process for selling these businesses, and have already engaged with a number of interested purchasers. The aggregate fiscal 2009 revenues of these four businesses were under $100 million.

"The European Commission's decision is a key milestone toward completing the transaction that will bring our two firms together," said Agilent President and CEO Bill Sullivan. "We are pleased to have received conditional clearance from the Commission. We are committed to ensuring that each of these four businesses is successfully divested as a viable, competitive business and that all customers remain fully supported during and beyond the divestiture process.

"While we would like to have retained all of the businesses of both companies, these divestitures are not material. We remain very excited about bringing these two companies together to better serve worldwide bio-analytical customers with a broader portfolio of products and services."

Clearance by the U.S. Federal Trade Commission (FTC) is still pending, although Agilent and Varian do not expect the FTC to seek additional remedies in markets beyond those committed to for the European Commission.

Agilent's acquisition of Varian remains subject to other regulatory approvals and customary closing conditions. Agilent expects the acquisition to close in early calendar 2010.