Notable Mergers and Acquisitions of the Day 12/14: XOM/XTO, CBST, IDC, ACL, ACV
- Exxon Mobil Corporation (NYSE: XOM) and XTO Energy Inc. (NYSE: XTO) announced today an all-stock transaction valued at $41 billion. The agreement, which is subject to XTO stockholder approval and regulatory clearance, will enhance ExxonMobil’s position in the development of unconventional natural gas and oil
resources.
Under the terms of the agreement, approved by the boards of directors of both companies, ExxonMobil has agreed to issue 0.7098 common shares for each common share of XTO. This represents a 25 percent premium to XTO stockholders. The transaction value includes $10 billion of existing XTO debt and is based on the closing share prices of ExxonMobil and XTO on December 11, 2009.
“We are pleased that ExxonMobil and XTO have reached this agreement,” said Rex W. Tillerson, chairman and chief executive officer of Exxon Mobil Corporation.
“XTO is a leading U.S. unconventional natural gas producer, with an outstanding resource base, strong technical expertise and highly skilled employees. XTO’s strengths, together with ExxonMobil’s advanced R&D and operational capabilities, global scale and financial capacity, should enable development of additional supplies of unconventional oil and gas resources, benefiting consumers both here in the United States and around the world.”
Tillerson said the agreement is good news for the United States economy and energy security, as it will enhance opportunities for job creation and investment in the production of America’s own clean-burning natural gas resources.
XTO’s resource base is the equivalent of 45 trillion cubic feet of gas and includes shale gas, tight gas, coal bed methane and shale oil. These will complement ExxonMobil’s holdings in the United States, Canada, Germany, Poland, Hungary and Argentina.
Following the transaction closing, ExxonMobil intends to establish a new upstream organization to manage global development and production of unconventional resources, enabling the rapid development and deployment of technologies and operating practices to increase production and maximize resource value. The new organization will be located in Fort Worth, Texas, in XTO’s current offices.
Bob R. Simpson, chairman and founder of XTO, said that over the company’s 23-year history, XTO has developed technical expertise and has assembled a substantial, high-quality and diverse resource base in producing basins across the United States.
“XTO has a proven ability to profitably and consistently grow production and reserves in unconventional resources,” said Simpson. “As the world’s leading energy company, ExxonMobil will build on our success and open new opportunities for the development of natural gas and oil resources on a global
basis.”
Tillerson said the agreement is part of an ongoing, disciplined evaluation of timely investment opportunities to create value for shareholders, and to help meet long-term global energy demand growth. The agreement is consistent with ExxonMobil’s business model which is focused on sustainable, long-term value creation.
Completion of the transaction is expected in the second quarter of 2010. In connection with the transaction, J.P. Morgan Securities Inc. are acting as financial advisors to ExxonMobil and Barclays Capital Inc. and Jefferies & Company Inc. are acting as financial advisors to XTO.
- Cubist Pharmaceuticals, Inc. (NASDAQ: CBST) announced today the signing of a definitive agreement under which Cubist has agreed to acquire privately held Calixa Therapeutics Inc., a biopharmaceutical company focused on the development of novel antibiotics that address the expanding problem of multi-drug resistant Gram-negative pathogens. The Boards of Directors of each company have unanimously approved the agreement. Subject to obtaining requisite consents and other conditions, the acquisition is expected to close in the fourth quarter of 2009.
Calixa's lead compound, CXA-201 is an intravenously administered combination of Calixa's novel anti-pseudomonal cephalosporin CXA-101, which is currently in Phase 2 clinical trials for cUTI, and the b-lactamase inhibitor tazobactam. Cubist would obtain Calixa's rights to develop and commercialize CXA-201, and other products that incorporate CXA-101 (previously FR264205), which Calixa acquired from Astellas Pharma Inc. Calixa has such rights in all territories of the world except select Asia-Pacific territories.
CXA-201 is being developed as a first-line intravenous therapy for the treatment of certain serious Gram-negative bacterial infections in the hospital, including those caused by multi-drug resistant P. aeruginosa. Its demonstrated potency against P. aeruginosa would give CXA-201 a highly differentiated profile versus marketed antibiotics. Cubist anticipates advancing the program for cUTI and cIAI in the first half of 2010. The next study in the cUTI program would take into consideration the results of the ongoing cUTI trial with CXA-101 and, in addition, a Phase 2 trial of CXA-201 for cIAI would be planned for the first half of 2010. Cubist also would expect to begin clinical studies of CXA-201 for the nosocomial pneumonia indication in the second half of 2010. Assuming successful development, Cubist would expect to file a New Drug Application for CXA-201 in the second half of 2013.
Pursuant to the terms of the agreement, on closing, Cubist would pay to the Calixa stockholders $92.5 million in cash, subject to certain adjustments, and Calixa would become a wholly-owned subsidiary of Cubist. Cubist also would be required to make potential payments to the Calixa stockholders of up to $310 million upon achieving certain development, regulatory, and commercial milestones related to products which incorporate CXA-101. No financing would be necessary to complete the acquisition of Calixa or to fund the development of Calixa's product candidates.
Cubist President and CEO Michael Bonney said, "We are excited about the opportunity to add CXA-201 to our clinical pipeline. If successfully developed and launched, we believe that CXA-201 would be a potent weapon in the treatment of serious infections caused by multi-drug-resistant strains of the Gram negative pathogen Pseudomonas aeruginosa, playing a role similar to our Gram positive therapy CUBICIN (daptomycin for injection) for the treatment of complicated skin infections and bacteremia caused by MRSA. We believe Cubist is ideally positioned to develop and commercialize this novel antibiotic that, assuming success, will provide physicians with a critically needed new weapon to treat certain serious infections caused by multi-drug-resistant Gram-negative pathogens, including those caused by Pseudomonas aeruginosa."
- Interactive Data Corporation (NYSE: IDC) today announced it has signed an agreement to acquire 7ticks, LLC, an innovative provider of electronic trading networks and managed services. The transaction is expected to be completed in early 2010, contingent upon closing conditions.
This acquisition represents an important element in Interactive Data's strategy to address the latency sensitive trading needs of its institutional customers. Acquiring 7ticks will accelerate Interactive Data's plans to increase the flexibility, agility and resiliency of its network infrastructure, thereby supporting a broader range of high-quality direct exchange access and consolidated datafeed services.
According to Tabb Group, a leading financial markets research and advisory firm, the global market for low latency connectivity services for direct exchange access is expected to grow from approximately $1.4 billion in 2009 to over $2.0 billion by 2012.
7ticks specializes in providing a growing base of proprietary trading groups, clearing firms, global investment banks, brokers, market makers, hedge funds and independent software vendors with direct exchange access, proximity hosting, and support services for facilitating ultra low latency electronic trading of North American derivatives, options and commodities securities. 7ticks distinguishes itself through industry leading network performance, reliability and monitoring, which can help provide customers with greater insight and transparency into their network connectivity and lower their cost of ownership. The company is privately owned and is headquartered in Chicago, Illinois with hosting facilities in Chicago, the New York area, London and Frankfurt.
Interactive Data expects to retain all of 7ticks' 42 full-time employees, including its leadership team. The 7ticks business will be operated as part of Interactive Data's newly formed Real-Time Market Data and Trading Solutions Group, which is led by Jeffrey Banker (see separate announcement also issued today). Services from 7ticks will be marketed as Interactive Data 7ticks following the acquisition's completion. 7ticks is in the process of increasing its U.S. equities coverage and has plans to expand further into Asia and Europe in the coming twelve months.
Assuming the transaction closes in early 2010, Interactive Data anticipates that the acquired business will be accretive to earnings by 2011 through a combination of planned revenue growth and operational synergies.
- Alcon (NYSE:ACL) announced today that it has entered into a definitive agreement to acquire Optonol, Ltd., a medical device company that develops, manufactures and markets novel miniature surgical implants used to lower intraocular pressure (IOP) in patients with glaucoma. With this acquisition, Alcon will acquire Optonol's Ex-PRESS Mini Glaucoma Shunt. This agreement will complement Alcon's pharmaceutical products that lower IOP in patients with glaucoma and ocular hypertension, and will be additive to the company's growth opportunities.
The American Medical Association (AMA) assigned the Ex-PRESS(TM) Mini Glaucoma Shunt to CPT(R) 0192T effective July 1, 2008 and it is currently reimbursed by Medicare and other payors. The device is also approved and currently marketed in Europe, Canada, Australia and several other countries.
"The acquisition of Optonol is part of our strategy to bolster organic growth with targeted investments in key therapeutic areas that have the potential to contribute in both the near and long term," said Kevin Buehler, Alcon's president and chief executive officer. "Because the product is already approved in the United States and other major markets it will begin contributing commercially in 2010."
The closing of the acquisition is subject to customary closing conditions and the receipt of required regulatory approvals and is expected to occur by the end of the first quarter of 2010.
Glaucoma is an eye disease that causes loss of sight by damaging a part of the eye called the optic nerve.
- Alberto Culver Company (NYSE: ACV) today announced that they have entered into an agreement to acquire Simple Health & Beauty Limited, a leading U.K. based skin care company, from Duke Street, a mid-market private equity fund.
Create E-mail AlertRelated Categories
Special ReportsStocks Mentioned
+0.00
-0.34Related Entities
Sign up for StreetInsider Free!
Receive full access to all new and archived articles, unlimited portfolio tracking, e-mail alerts, custom newswires and RSS feeds - and more!
