Notable Mergers and Acquisitions of the Day 12/27: [(MET) (SNE) (CSA)/(VTR)]

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MetLife, Inc. (NYSE: MET) announced today that GE Capital Financial Inc. will acquire most of the depository business of MetLife Bank, N.A. Financial terms of the transaction, which is expected to close in the second quarter of 2012, were not disclosed.

Under the definitive agreement signed by GE Capital and MetLife Bank, GE Capital will acquire approximately $7.5 billion in MetLife Bank deposits, including certificates of deposit and money market accounts. Approximately $3 billion in custodial deposits associated with MetLife’s forward mortgage business and certain other deposits are not included in the transaction, but will be transferred out of MetLife Bank over the next six months.

“This transaction with GE Capital ensures that customers of MetLife Bank will continue to be served by a high quality organization that already meets the financing needs of more than 100 million consumers,” said Steven A. Kandarian, president and chief executive officer of MetLife, Inc. “At the same time, this agreement is a significant step toward MetLife’s no longer being a bank holding company.”
Sony Corp. (NYSE: SNE) and Samsung Electronics Co. Ltd. today announced that the two companies have signed agreements to transition the current business relationship with respect to LCD panels. Under the agreement, Samsung will acquire all of Sony's shares of S-LCD Corporation (S-LCD), the two companies' LCD panel manufacturing joint venture, making S-LCD a wholly owned subsidiary of Samsung.

In consideration for the share transfer, cash consideration of approximately KRW 1.08 trillion (about $872 million) will be paid to Sony by Samsung.

Concurrently, the two companies have entered into a new strategic agreement for the supply and purchase of LCD panels with a goal of enhancing the competitiveness of both companies. The agreement also allows Sony and Samsung to continue cooperative engineering efforts focused on LCD panel technology.

The share transfer and payment are targeted to close by the end of January 2012, subject to necessary approvals from regulatory authorities.As a result of this transaction, a non-cash impairment loss of approximately JPY 66 billion is expected to be incurred by Sony in the third quarter of the fiscal year ending March 31, 2012, due to the reevaluation of its S-LCD shares.
Ventas, Inc. (NYSE: VTR) and Cogdell Spencer Inc. (NYSE: CSA) today announced that the Boards of Directors of both companies have approved a definitive agreement under which Ventas will acquire Cogdell and its 72 high quality medical office buildings in an all-cash transaction. At closing, Ventas’s investment, including its share of debt, is expected to approximate $760 million to $770 million, before anticipated transaction expenses.

Under the terms of the agreement, holders of shares of Cogdell common stock and units of limited partnership interests in Cogdell’s operating partnership, Cogdell Spencer LP (“Cogdell LP”), will receive consideration of $4.25 per share, representing a premium of 8% to Cogdell’s closing price on December 23, 2011 and 13% to the average closing price of Cogdell common stock over the past 30 days. The consideration plus anticipated transaction expenses values Cogdell’s properties at a low- to mid- 7% net operating income yield, or slightly over $200 per square foot. Holders of Cogdell’s preferred stock will receive consideration of $25 per share, plus accrued and unpaid dividends through the closing. Cogdell will pay its currently declared common stock dividend as scheduled on January 19, 2012, at which time Cogdell LP will pay a similar distribution on its outstanding limited partnership units. Cogdell and Cogdell LP will not pay further dividends or distributions on their common stock or units pending consummation of the transaction.

Cogdell has reached an agreement under which Cogdell’s design-build and development business will be sold to an affiliate of Lubar & Co., a well regarded private equity firm affiliated with David Lubar, prior to completion of the Ventas transaction. Mr. Lubar previously held an equity stake in Erdman before it was sold to Cogdell in 2008. The transaction will include all assets and liabilities of the Erdman business, including approximately $11 million in projected net working capital on the Erdman balance sheet. In addition, Cogdell will contribute approximately $12 million to its equity capitalization, with a roughly equal amount to be contributed by an affiliate of Lubar & Co, in order to capitalize Erdman. The agreement currently contemplates the sale of Erdman for nominal consideration but allows Cogdell to solicit superior proposals for the Erdman business over a 45-day period. Cogdell shareholders would receive any additional proceeds resulting from a sale of the Erdman business to an alternative party, less incremental costs associated with such sale.
The transaction is expected to be immediately accretive to Ventas’s normalized funds from operations (FFO), approximately $0.03 to $0.05 per share on a full year basis excluding merger-related, transition and integration costs and expenses.