Notable Mergers and Acquisitions of the Day 12/11: (SE) (TRIP)/(LINTA) (PTX)/(SOMX) (BDC) (TNS)

December 11, 2012 10:10 AM EST
* Spectra Energy Corp (NYSE: SE) today announced it has entered into a definitive agreement to purchase 100 percent of the ownership interests in the Express-Platte Pipeline System from Borealis Infrastructure, the Ontario Teachers\' Pension Planand Kinder Morgan Energy Partners (NYSE: KMP) for $1.49 billion, consisting of $1.25 billion cash and $240 million of acquired debt.

The 1,717-mile Express-Platte Pipeline System, which begins in Hardisty, Alberta, and terminates in Wood River, Illinois, is comprised of both the Express and Platte crude oil pipelines. The Express pipeline carries crude oil to U.S. refining markets in the Rockies area, specifically Billings and Laurel, Montana, and Casper, Wyoming. The pipeline's capacity is 280,000 barrels a day. The Platte pipeline, which interconnects with Express pipeline in Casper, Wyoming, transports crude oil predominantly from the Bakken and Western Canada to refiners in the Midwest. Platte's capacity ranges from 164,000 barrels a day in Wyoming to 145,000 barrels a day to Wood River, Illinois.

Spectra Energy expects the acquisition will be immediately accretive to earnings, with expected full-year 2013 EBITDA of approximately $130 million and full-year annual EPS accretion in the 3 to 5 cents per share range.

The Express-Platte System is one of just three major pipelines moving crude oil from Western Canada to Rockies and Midwest refineries and markets, representing a significant opportunity for Spectra Energy to participate in the rapidly expanding North American crude oil pipeline market.

Completion of the transaction is subject to customary consents, regulatory approvals and closing conditions. The transaction is expected to close during the first half of 2013.

* Liberty Interactive Corporation (Nasdaq: LINTA) and TripAdvisor, Inc. (Nasdaq: TRIP) announced today that Liberty has purchased a total of 4,799,848 shares of common stock of TripAdvisor from Barry Diller and The Diller-von Furstenberg Family Foundation at a price of $62.50 per share. As part of the transaction, Mr. Diller’s right to control the vote of the shares of TripAdvisor’s common stock and Class B common stock that are beneficially owned by Liberty has been terminated and Liberty now controls a majority voting stake in TripAdvisor. Giving effect to the transactions, Liberty owns and controls 18,159,752 shares of common stock and 12,799,999 shares of Class B common stock of TripAdvisor, representing approximately 22% of the equity and 57% of the total votes of all classes of TripAdvisor common stock. Liberty has attributed the shares of TripAdvisor common stock that it owns to its Liberty Ventures tracking stock group.

Concurrently with the transaction, Mr. Diller resigned as Chairman of the Board of Directors and as Senior Executive of TripAdvisor, but will continue serving as a director of TripAdvisor. TripAdvisor will make an announcement when the Board of Directors has elected a new Chairman of the Board of Directors.

“Ever since we acquired TripAdvisor in 2004 it's been one of the smoothest and most trouble-free growth stories I've ever known,” said Barry Diller. “During that time it grew from a startup with $23 million in annual revenues to a $5 billion plus public company with a global brand that operates the world's largest travel site. Its great progress has happened because of the superb talents of its co-founder and CEO, Steve Kaufer, and the team he leads. My only reason for resigning as Chairman and disposing of my interests is that I have more obligations than time and transferring control of TripAdvisor to Liberty is something I'm very comfortable with – Liberty has proven itself a fine steward and leader of its controlled businesses.”

“It has been a pleasure to work with Barry and we appreciate his outstanding leadership through the years. I thank him for his numerous contributions and look forward to his continued involvement with our Company as a member of our Board,” said Steve Kaufer, co-founder and CEO of TripAdvisor. “Liberty has been an important stockholder of ours and we look forward to continuing this relationship in the future.”

“We are pleased to take voting control of our longstanding stake in TripAdvisor,” said Greg Maffei, Liberty President and CEO. “TripAdvisor is an established leader in the travel industry and our increased investment in the company is a strong addition to our portfolio.”

* TNS, Inc. (NYSE: TNS) today announced that it has entered into a definitive merger agreement to be acquired by an investor group led by Siris Capital Group ("Siris") in a transaction valued at approximately $862 million. Siris will acquire all of the outstanding common shares of TNS for $21.00 per share in cash, representing a premium of approximately 44% over the closing price on December 10, 2012 and 47% over TNS' volume weighted average share price during the 30 days ended December 10, 2012. The transaction is expected to close in the first quarter of 2013.

The TNS Board of Directors--acting upon the recommendation of a Special Committee consisting of independent and disinterested directors after receiving advice from the Special Committee's outside financial and legal advisors--unanimously approved the transaction and recommended that TNS stockholders approve the transaction. It is expected that members of the TNS senior management team will continue to lead the Company.

TNS offers a broad range of networking, managed connectivity, data communications and value-added services which enable transactions and the exchange of information in diverse industries such as retail, banking, payment processing, telecommunications and the financial markets. Founded in 1990, TNS provides services in over 60 countries across the Americas, Europe and the Asia Pacific region, with its reach extending to many more.

TNS may solicit acquisition proposals from third parties for a 30-day "go-shop" period following the date of the merger agreement. It is not anticipated that any developments will be disclosed with regard to this process unless the TNS Board makes a decision with respect to a potential superior proposal. The merger agreement provides Siris with a customary right to match a superior proposal. There is no guarantee that this process will result in a superior proposal.

The transaction is subject to customary closing conditions, including the receipt of stockholder approval and the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act, but is not subject to any financing condition. Upon completion of the acquisition, TNS will become a private company, wholly owned by an affiliate of Siris.

Siris has secured committed financing consisting of a combination of equity and debt. The equity financing will be provided by an investor group led by Siris and the debt financing will be arranged by SunTrust Robinson Humphrey, Inc. and Macquarie Capital (USA) Inc.

Greenhill & Co., LLC is acting as financial advisor to the Special Committee of the Board of Directors of TNS and Gibson, Dunn & Crutcher LLP is acting as legal advisor to the Special Committee of the Board of Directors of TNS. UBS Securities LLC and Macquarie Capital (USA) Inc. are acting as financial advisors to Siris and Simpson Thacher & Bartlett LLP is acting as legal advisor to Siris.

The estimated transaction value is calculated as of December 10, 2012 and represents (i) the equity value of the outstanding shares of TNS common stock, including shares underlying outstanding options and restricted stock units with respect to which the merger consideration is expected to be paid pursuant to the terms of the merger agreement, plus (ii) amounts outstanding under the Company's February 2012 senior secured credit facility and the fair value of contingent consideration on the Company's balance sheet, less (iii) cash held by the Company. The final transaction value will be determined based upon the actual equity value and actual debt, fair value of contingent consideration and cash balances outstanding on the date on which the transaction is consummated.

* Belden (NYSE: BDC) announced it has acquired privately held PPC, a leading provider of broadband connectivity solutions headquartered in Syracuse, New York, for $515.7 million.

A full discussion, including strategic rationale and potential impact to 2013 results, will be provided during Belden’s Investor Day event, being held today at 1:00 p.m. ET.

PPC, with 2012 revenues of approximately $238 million, is a leading manufacturer and developer of advanced connectivity technologies for the broadband service provider market. PPC has a long history of innovation and an industry leading portfolio of products, supported by a talented team, and strong customer relationships.

Additionally, the Company will reiterate its current EPS guidance for the fourth quarter and full year ending December 31, 2012 during its regularly scheduled Investor Day event beginning at 1:00 p.m. ET today. The Company expects revenue to be $500 to $510 million for the fourth quarter and $1.94 to $1.95 billion for the full year ending December 31. The Company also expects adjusted income from continuing operations per diluted share to be $0.72 to $0.77 for the fourth quarter and $3.00 to $3.05 for the full year ending December 31.

In addition, the Company will communicate full year 2013 guidance.

* Pernix Therapeutics Holdings, Inc. (AMEX: PTX) and Somaxon Pharmaceuticals, Inc. (Nasdaq: SOMX) announced that they have entered into a definitive merger agreement for Pernix to acquire Somaxon in a stock-for-stock transaction with a total equity value of $25 million.

Under the terms of the agreement, which has been unanimously approved by the boards of directors of both companies, Somaxon stockholders will receive aggregate consideration equal to $25 million in Pernix common stock. The number of shares of Pernix common stock to be issued to the stockholders of Somaxon will be based on the volume-weighted average price of Pernix’s common stock over the 30 day period ending on the day immediately prior to the closing of the proposed merger, subject to limitations on the maximum and minimum number of shares of Pernix common stock issuable in the transaction based on a price range of $6.00 to $9.00 per share.

Silenor (doxepin) is approved for the treatment of insomnia characterized by difficulty with sleep maintenance and is not a controlled substance. In clinical trials, Silenor demonstrated maintenance of sleep, including into the seventh and eighth hours of the night, with no meaningful evidence of next day residual effects and an overall adverse events profile that was comparable to placebo.

On a trailing 12-month basis as of September 30, 2012, Somaxon had net sales related to Silenor of approximately $11.7 million. Pernix expects net sales from Silenor on an annualized basis to be in the range of approximately $10 million to $15 million and earnings before interest, taxes, depreciation and amortization (EBITDA) resulting from such Silenor net sales in the range of approximately $5 million to $10 million.

The acquisition is subject to the approval of Somaxon’s shareholders and the satisfaction of other terms and conditions. Stifel Nicolaus Weisel is acting as financial advisor to Somaxon in the transaction.

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BCRX went to $2.92 as well
Jennifer Lopez on 2012-12-11 10:20:16
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BCRX a buy!?!!!

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