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Notable Mergers and Acquisitions of the Day 12/20: (ICE)/(NYX) (ARRS)/(GOOG) (ORCL)/(ELOQ) (PLD)

December 20, 2012 10:13 AM EST Send to a Friend
* IntercontinentalExchange (NYSE: ICE) confirmed a deal to acquire NYSE Euronext (NYSE: NYX) for $33.12 per share in cash and stock, or a total of approximately $8.2 billion.

NYSE Euronext shareholders will have the option to elect to receive consideration per NYSE Euronext share of (i) $33.12 in cash, (ii) 0.2581 IntercontinentalExchange common shares or (iii) a mix of $11.27 in cash plus 0.1703 ICE common shares, subject to a maximum cash consideration of approximately $2.7 billion and a maximum aggregate number of ICE common shares of approximately 42.5 million. The overall mix of the $8.2 billion of merger consideration being paid by ICE is approximately 67% shares and 33% cash. The transaction value of $33.12 represents a 37.7% premium over NYSE Euronext's closing share price on December 19, 2012.

NYSE Euronext shareholders will own approximately 36% of ICE shares post-transaction.

The transaction is expected to close in the second half 2013, subject to regulatory approvals in Europe and the U.S. and approval by shareholders of both companies.

Earnings accretion of greater than 15% is expected in the first year post-closing.

ICE is committed to preserving the NYSE Euronext brand. ICE will maintain dual headquarters in Atlanta and New York. New York headquarters will be located in the Wall Street building, home to the iconic trading floor. ICE will also open a new midtown Manhattan office in June 2013.

* ARRIS Group, Inc. (Nasdaq: ARRS) and Google Inc. (Nasdaq: GOOG) today jointly announced that ARRIS and Motorola Mobility, a Google subsidiary, have entered into a definitive agreement under which ARRIS will acquire the Motorola Home business from Motorola Mobility, for $2.35 billion in a cash-and-stock transaction approved by the Boards of Directors of both companies.

The acquisition will be on a cash-free, debt-free basis and is expected to be significantly accretive to ARRIS' Non-GAAP earnings starting in the first full year after closing.

Under the terms of the agreement, upon closing of the transaction, Google will receive $2.05 billion in cash and approximately $300 million in newly issued ARRIS shares, subject to certain adjustments provided for in the agreement, representing an approximately 15.7% ownership interest in ARRIS post-closing.

* Oracle (Nasdaq: ORCL)entered into an agreement to acquire Eloqua, Inc. (Nasdaq: ELOQ), a leading provider of cloud-based marketing automation and revenue performance management software for $23.50 per share or approximately $871 million, net of Eloqua's cash. Eloqua's modern marketing cloud delivers best-in-class capabilities to ensure every component of marketing works harder and more efficiently to drive revenue.

The combination of Oracle and Eloqua is expected to create a comprehensive Customer Experience Cloud offering to help companies transform the way they market, sell, support and serve their customers. The combined offering is expected to enable organizations to provide a highly personalized and unified experience across channels, create brand loyalty through social and online interactions, grow revenue by driving more qualified leads to sales teams, and provide superior service at every touchpoint.

The Board of Directors of Eloqua has unanimously approved the transaction. The transaction is expected to close in the first half of 2013, subject to Eloqua stockholder approval, certain regulatory approvals and other customary closing conditions.

* Prologis, Inc. (NYSE: PLD) signed a definitive agreement to form Prologis European Logistics Partners Sàrl, a euro-denominated joint venture. The venture will acquire a portfolio of high-quality distribution facilities wholly owned by Prologis in 11 target European global markets.

Prologis' partner is Norges Bank Investment Management (NBIM), which is the manager of the Norwegian Government Pension Fund Global. Prologis European Logistics Partners will be structured as a 50 / 50 joint venture with an equity commitment of €2.4 billion ($3.1 billion), which includes a €1.2 billion ($1.55 billion) co-investment by both NBIM and Prologis. The leverage ratio is initially expected to be less than 15 percent of the aggregate gross value of the venture's assets, which will be repaid upon maturity, enabling the venture to operate on an all-equity basis.

Upon closing, the venture will acquire a stabilized portfolio of 195 properties totaling approximately 49 million square feet (4.5 million square meters); about 75 percent of the properties coming from the former ProLogis European Properties (PEPR) fund and the remaining 25 percent coming from other Prologis wholly owned assets.

The venture may grow through acquiring strategic portfolios in target markets and, where appropriate, properties that complement the existing asset base. In connection with the transaction, NBIM will receive a warrant to acquire 6 million shares of Prologis common stock based on the closing price of $35.64 per share on Wednesday, Dec. 19, 2012. The warrant will have a three-year term.

* On Wednesday night, Investors Bancorp, Inc. (Nasdaq: ISBC), the holding company for Investors Bank, and Roma Financial Corporation (Nasdaq: ROMA), the federally-chartered holding company for Roma Bank, jointly announced the signing of a definitive merger agreement. Roma Financial Corporation, MHC (Roma MHC), a federally chartered mutual holding company, owns approximately 74.5% of Roma Financial Corporation.

As of September 30, 2012, Roma Financial Corporation operated 26 branches in Burlington, Ocean, Mercer, Camden and Middlesex counties, New Jersey, and had assets of $1.84 billion, deposits of $1.49 billion and stockholders' equity of $218.8 million.

Under the terms of the merger agreement, 100% of the shares of Roma Financial will be converted into Investors Bancorp common stock. Each outstanding share of Roma Financial common stock, including shares owned by Roma MHC, will be converted into 0.8653 shares of Investors Bancorp common stock upon completion of the merger. The transaction is valued at $15.00 per Roma Financial common share based on Investors Bancorp's average closing stock price for the ten-day trading period ending on December 18, 2012. Shares to be issued to Investors Bancorp MHC, representing the stock held by Roma MHC, would be reissued in a possible future second step conversion by Investors Bancorp. Upon closing of the merger, Investors Bancorp expects to issue 25,875,411 shares of common stock, including 19,541,701 shares to Investors MHC. The aggregate merger consideration to be received by Roma Financial minority shareholders is $113.5 million.

Three members of Roma Financial Corporation's board of directors will be appointed to the board of directors of Investors Bank and its holding companies. The remaining Roma Board members will serve on an Advisory Board.

Under the terms of the merger agreement, Roma MHC will merge into Investors Bancorp, MHC (Investors MHC), with Investors MHC surviving, to be followed by the merger of Roma Financial Corporation into Investors Bancorp, with Investors Bancorp surviving, and the merger of Roma Bank into Investors Bank, with Investors Bank surviving. Depositors of Roma Bank will become depositors of Investors Bank, and will have the same rights and privileges in Investors MHC as if their accounts had been established in Investors Bank on the date established at Roma Bank. The merger has been approved by each company's board of directors and is anticipated to close in the second quarter of 2013, subject to the approval of Investor Bancorp and Roma Financial shareholders, Roma MHC members, regulatory approvals and other customary closing conditions.

It is anticipated that RomAsia Bank, a subsidiary that is 91% owned by Roma Financial, will merge into Investors Bank.

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