Notable Mergers and Acquisitions of the Day 12/23: PLD, HLIT/SCOP, VOLC

• ProLogis (NYSE: PLD) announced the signing of a binding agreement to sell its operations in China and property fund interests in Japan, to affiliates of GIC Real Estate, the real estate investment company of the Government of Singapore Investment Corporation, for total cash consideration of $1.3 billion, plus liabilities assumed as part of the transaction. The net proceeds will be used to reduce debt. Overall, the company expects to record a modest net loss on the transaction of approximately 4 to 6 percent of the book value of the assets sold. ProLogis' development pipeline as of September 30, 2008 will be reduced by $1.0 billion, including $255 million in costs to complete development of the assets owned directly and within Prologis' development joint ventures in China. The company expects to close the transaction in January 2009, subject to fulfillment of conditions precedent.
  
  
• Harmonic Inc. (NASDAQ: HLIT) and Scopus Video Networks Limited (NASDAQ: SCOP) announced the signing of a definitive agreement pursuant to which Harmonic will acquire Scopus. The acquisition will extend Harmonic's worldwide customer base and strengthen its market and technology leadership, particularly in international video broadcast, contribution and distribution markets.
  
  Under the terms of the definitive agreement, which has been approved by the Board of Directors of both companies, Harmonic will pay $5.62 in cash for each outstanding share of Scopus, representing an enterprise value of approximately $51 million, net of Scopus' cash and short-term investments.
  
  Harmonic expects to realize cost synergies upon full integration of Scopus of $8-10 million on an annualized basis, making the transaction accretive to Harmonic's non-GAAP earnings in 2009, exclusive of the amortization of intangibles and non-recurring charges such as restructuring and transaction costs.
  
  
• Volcano Corporation (Nasdaq: VOLC) said today that it has entered into a definitive agreement to acquire Axsun Technologies, Inc., a privately-held company that is a leading developer and manufacturer of lasers and optical engines used in medical Optical Coherence Tomography imaging systems and advanced photonic components and subsystems used in other industrial applications.
  
  Under terms of the acquisition agreement, Volcano will pay approximately $21.5 million in cash at closing, which is expected to occur next week. Axsun will operate as a wholly-owned subsidiary of Volcano.

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