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Notable Mergers and Acquisitions of the Day 12/17: (AIG) (S)/(CLWR) (CPWR) (ENZN) (CBOU)

December 17, 2012 10:35 AM EST Send to a Friend
* American International Group, Inc. (NYSE: AIG) has commenced a sale in Hong Kong of up to all of its ordinary shares of AIA Group Limited (AIA) by means of a placing to certain institutional investors. AIG expects to use the net proceeds from the placing of AIA ordinary shares for general corporate purposes.

The ordinary shares have not been and will not be registered under the Securities Act of 1933, as amended (the Securities Act), or any other applicable law, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and any other applicable law.

* Sprint (NYSE: S) today announced that it has entered into a definitive agreement to acquire the approximately 50 percent stake in Clearwire (NASDAQ: CLWR) it does not currently own for $2.97 per share, equating to a total payment to Clearwire shareholders, other than Sprint, of $2.2 billion. This transaction results in a total Clearwire enterprise value of approximately $10 billion, including net debt and spectrum lease obligations of $5.5 billion.

The transaction consideration represents a 128 percent premium to Clearwire's closing share price the day before the Sprint-SoftBank discussions were first confirmed in the marketplace on October 11, with Clearwire speculated to be a part of that transaction; and, a 40 percent premium to the closing price the day before receipt of Sprint’s initial $2.60 per share non-binding indication of interest on November 21.

Clearwire’s spectrum, when combined with Sprint’s, will provide Sprint with an enhanced spectrum portfolio that will strengthen its position and increase competitiveness in the U.S. wireless industry. Sprint’s Network Vision architecture should allow for better strategic alignment and the full utilization and integration of Clearwire’s complementary 2.5 GHz spectrum assets, while achieving operational efficiencies and improved service for customers as the spectrum and network is migrated to LTE standards.

Sprint CEO Dan Hesse said, “Today’s transaction marks yet another significant step in Sprint’s improved competitive position and ability to offer customers better products, more choices and better services. Sprint is uniquely positioned to maximize the value of Clearwire’s spectrum and efficiently deploy it to increase Sprint’s network capacity. We believe this transaction, particularly when leveraged with our SoftBank relationship, is further validation of our strategy and allows Sprint to control its network destiny.”

The transaction was unanimously approved by Clearwire’s board of directors upon the unanimous recommendation of a special committee of the Clearwire board consisting of disinterested directors not appointed by Sprint. In addition, Clearwire has received commitments from Comcast Corp., Intel Corp and Bright House Networks LLC, who collectively own approximately 13 percent of Clearwire’s voting shares, to vote their shares in support of the transaction. SoftBank has provided its consent to the transaction, as required under the terms of its recently announced merger agreement with Sprint.

Clearwire CEO and President Erik Prusch said, “Our board of directors has been reviewing available strategic alternatives over the course of the last two years. In evaluating available alternatives, a special committee conducted a careful and rigorous process, and based on the committee’s recommendation, our board unanimously determined that this transaction, which delivers certain and attractive value for our shareholders, is the best path forward.”

In connection with the transaction, Clearwire and Sprint have entered into agreements that provide up to $800 million of additional financing for Clearwire in the form of exchangeable notes, which will be exchangeable under certain conditions for Clearwire common stock at $1.50 per share, subject to adjustment under certain conditions. Under the financing agreements, Sprint has agreed to purchase $80 million of exchangeable notes per month for up to ten months beginning in January, 2013, with some of the monthly purchases subject to certain funding conditions, including conditions relating to the approval of the proposed merger by Clearwire’s shareholders and a network build out plan.

The transaction is subject to customary closing conditions, including regulatory approvals and the approval of Clearwire’s stockholders, including the approval of a majority of Clearwire stockholders not affiliated with Sprint or SoftBank. The closing of the transaction is also contingent on the consummation of Sprint’s previously announced transaction with SoftBank. The Clearwire and SoftBank transactions are expected to close mid-2013.

Citigroup Global Markets Inc. acted as financial advisor to Sprint and Skadden, Arps, Slate, Meagher & Flom LLP and King & Spalding LLP acted as counsel to Sprint. The Raine Group acted as financial advisor to SoftBank Corp. and Morrison Foerster LLP acted as counsel to SoftBank. Evercore Partners acted as financial advisor and Kirkland & Ellis LLP acted as counsel to Clearwire. Centerview Partners acted as financial advisor and Simpson Thacher & Bartlett LLP and Richards, Layton & Finger, P.A. acted as counsel to Clearwire’s special committee. Blackstone Advisory Partners L.P. advised Clearwire on restructuring matters. Credit Suisse acted as financial advisor and Gibson Dunn & Crutcher LLP acted as counsel to Intel.

* Elliott Management Corp, affiliates of which own or have an interest economically equivalent to 8.0% of the common stock of Compuware Corporation (NASDAQ: CPWR), today sent the following letter to the company's Board of Directors offering to acquire the company for $11.00 per share in cash, or an aggregate of $2.3 billion. Elliott is a multi-strategy investment firm with deep experience investing in public and private companies and an extensive track record of successfully structuring and executing transactions in the technology space.

December 17, 2012

The Board of Directors
Compuware Corporation
One Campus Martius
Detroit, Michigan 48226

Dear Members of the Board of Directors:

I write to you on behalf of Elliott Management Corp. and its funds Elliott Associates, L.P. and Elliott International L.P. (collectively, "Elliott") which collectively own, or have an interest economically equivalent to, 8.0% of the common stock of Compuware Corporation ("Compuware"), making Elliott one of the Company's largest stockholders. Elliott is a multi-strategy investment firm with over $20 billion in assets under management focused on employing detailed research to address complex investment situations. We have considerable experience in the technology sector involving both public and private investments.

Based on our detailed review of the Company's publicly available information and our substantial knowledge of the software industry, we are pleased to submit this proposal to acquire all of the shares of common stock of Compuware for a price of $11.00 per share. Our offer represents a premium of 25% over the Company's unaffected market value as of the date Elliott filed its Schedule 13D last month. This price also represents a 21% premium over the Company's 30-day volume-weighted average price ("VWAP"), a 24% premium over the Company's 60-day VWAP and a 24% premium over the Company's one-year VWAP. Finally, this price represents a premium of 15% over the Company's current market value which we believe is substantially inflated as a result of Elliott's 13D, a filing to which the Company has repeatedly drawn attention in public and private settings. Substantiating this belief is the fact that since November 26th when we filed our 13D (just 3 weeks ago), Compuware's stock price has outperformed the NASDAQ by 9 percentage points and the S&P 500 by 8 percentage points. By any measure, we believe our proposal represents a compelling opportunity that your stockholders will find extremely attractive.

Compuware is a long-established company that we have followed closely for several years. We believe in the quality of Compuware's assets – however, its execution, profitability and growth have meaningfully underperformed. Prior to the filing of our 13D, Compuware's stock has underperformed the Nasdaq and S&P 500 by an average of 6 and 34 percentage points over the last one and two years, respectively.

As a result of Elliott's significant experience in the software sector and our deep public diligence into Compuware, we believe Elliott is uniquely situated to deliver maximum value to the Company's stockholders. Elliott has over 35 years of experience in investing in public and private companies and an extensive track record of successfully structuring and executing acquisitions in the technology space. Our proposal is of course subject to a confirmatory due diligence review of the Company as well as the availability of reasonable financing. We are available to sign an appropriate confidentiality agreement and commence due diligence immediately. We are also confident we can obtain financing and have already had conversations with financing sources. Elliott is prepared to devote considerable resources to completing this transaction and we are confident that, with your cooperation, we will be in a position to execute a definitive transaction agreement on an expedited basis.

We are prepared to meet immediately with you and your advisors in order to answer any questions about our proposal and to work out the details for moving toward a definitive transaction agreement.

Of course, nothing in this letter is intended to create a legally binding obligation and no such obligation will exist unless and until a definitive transaction agreement is executed. As a result of our substantial share ownership in Compuware, SEC rules oblige us to make the existence and contents of this letter public. Please feel free to contact me to discuss or clarify any aspect of this proposal.

On behalf of Elliott, we are very much looking forward to working closely with the talented employees of Compuware to bring the Company forward to its next phase of growth.

Very truly yours,

/s/Jesse CohnPortfolio Manager

* Caribou Coffee Company, Inc. (NASDAQ: CBOU) and the Joh. A. Benckiser Group (JAB) announced a definitive merger agreement under which an affiliate of JAB will acquire Caribou for $16.00 per share in cash, or a total of approximately $340 million. The agreement, which has been unanimously approved by Caribou’s independent directors, represents a premium of approximately 30 percent over Caribou’s closing stock price on December 14, 2012, the last trading day prior to the announcement of the transaction.

At the close of the transaction, Caribou will continue to be operated as an independent company with its own brand, management team and growth strategy. Caribou will remain based in Minneapolis, Minnesota.

Under the terms of the merger agreement, an affiliate of JAB will promptly commence a tender offer to acquire all of the outstanding shares of Caribou's common stock at a price of $16.00 per share in cash. Following successful completion of the tender offer, JAB will acquire all remaining shares not tendered in the offer through a second-step merger at the same price as in the tender offer.

The consummation of the tender offer is subject to various conditions, including a minimum tender of at least a majority of outstanding Caribou shares on a fully diluted basis, the expiration or termination of the waiting periods under applicable competition laws, and other customary conditions. The tender offer is not subject to a financing condition.

BDT Capital Partners, a Chicago-based merchant bank that provides long-term private capital solutions to closely held companies, is a minority investor in this transaction alongside JAB. In addition to BDTCP’s capital investment, BDT & Company served as a financial co-advisor to JAB with Morgan Stanley & Co. LLC. Skadden, Arps, Slate, Meagher & Flom LLP is acting as legal advisor to JAB in this transaction. Moelis & Co LLC is serving as exclusive financial advisor to Caribou in connection with this transaction and Briggs and Morgan P.A. is acting as Caribou’s legal advisor.

* B. Riley & Co., LLC, (B. Riley) announced the acquisition of San Diego-based investment bank Caris & Company.

“This acquisition is consistent with our growth strategy to assemble experienced professionals who share our disciplined approach to research, sales, trading and investment banking,” said Bryant Riley, Chairman of B. Riley & Co.

“In addition to several top ranked research analysts, the sales and trading professionals joining B. Riley will double our distribution capabilities and further strengthen our ability to market larger transactions,” he continued.

The Caris acquisition will expand B. Riley’s existing New York, San Francisco and Boston offices. B. Riley also will have a presence in several new regional markets, including Atlanta.

According to B. Riley CEO Tom Kelleher, “Caris is a well respected name in our industry and their research focus is complementary and aligned with our core competencies. Their top performing analysts will be joining our top ranked research team, which has led the Investars performance charts for the past four years.”

“As we integrate the new analysts, the number of companies in the B. Riley research universe will expand and the average company market cap will grow, allowing us to better serve the investing criteria of our institutional clients,” he continued.

Caris & Company founder Darren Caris will assume the new B. Riley position, Director of Capital Markets, Research, Sales and Trading. “We are pleased to be part of B. Riley,” he said. “The firm has built a strong reputation for research excellence and a broad range of corporate finance services over its 16 year history.”

President John Ahn continues as head of Corporate Finance, overseeing, and actively recruiting, a corporate finance group with the experience to meet the capital raising needs of larger public and private companies. In 2012, the firm completed transactions for such companies as Kratos Defense & Security Solutions, Inc. (Nasdaq: KTOS), for which B. Riley acted as sole underwriter in a $100 million stock offering.


* Enzon Pharmaceuticals, Inc. (NASDAQ: ENZN) announced that its Board of Directors has retained Lazard to act as financial advisor in a review of the possible sale or disposition of one or more corporate assets, or a sale of the Company.

Based on clinical data on the androgen receptor program, Enzon plans to suspend clinical development with a goal to conserve capital and maximize value returned to shareholders. A special committee of Enzon's Board of Directors was established to oversee the review. There can be no assurance that the review will result in the consummation of any transaction.

Alex Denner, Chairman of the Board, commented: "The Board of Directors, following a review of the Company's assets and strategic direction, has determined that it is in the best interest of Enzon's shareholders to pursue a sale, in whole or in part, of the Company. In addition to a strong balance sheet and royalty revenues, Enzon's drug candidates and technologies offer the potential for a variety of transactions."

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