Notable Mergers and Acquisitions of the Day 12/27: (PRXL) (DIOD)/(BCDS) (BPZ)

December 27, 2012 10:16 AM EST Send to a Friend
* Lightower Fiber Networks and Sidera Networks signed a definitive agreement for a transaction valued at over $2 billion led by Berkshire Partners, a Boston-based investment firm, and management, to acquire and merge both companies.

M/C Partners and Pamlico Capital acquired Lightower from National Grid plc in August 2007. Pamlico Capital, a significant Lightower investor, and ABRY Partners, a significant Sidera investor, will remain as investors in the new company.

The combined company will be led by current Lightower CEO, Rob Shanahan.

The merger is pending regulatory approval and is expected to close in the second quarter of 2013.

* PAREXEL International Corp (Nasdaq: PRXL) announced that on December 21, 2012, the Company acquired all of the outstanding equity securities of Liquent, Inc., a leading global provider of Regulatory Information Management (RIM) solutions. Liquent provides an integrated platform of software solutions for regulatory submissions and product registration management, as well as a range of complementary business process outsourcing capabilities. Liquent was founded in 1994, and its clients include more than 200 biopharmaceutical and life sciences companies. With headquarters in Horsham, Pennsylvania, and additional offices in the United Kingdom, Germany and India, the Company employs nearly 300 individuals. Prior to the sale, Liquent was owned by Marlin Equity Partners. The purchase price was approximately $72 million (which was adjusted at closing to reflect Liquent's cash, indebtedness and working capital balances at closing), and was funded through the expansion of one of the Company's existing credit facilities.

* Diodes Incorporated (Nasdaq: DIOD) and BCD Semiconductor Manufacturing Limited (Nasdaq: BCDS) announced that Diodes has entered into an Agreement and Plan of Merger to acquire BCD.

At the effective date of the merger, each American Depository Share, which represents six ordinary shares of BCD, will be converted into the right to receive $8.00 in cash, without interest. The aggregate consideration will be approximately $151 million. The boards of both companies have approved the transaction, which is still subject to approval by BCD’s shareholders, as well as other customary closing conditions and regulatory approvals. The transaction is expected to close late in the first quarter of 2013 or early in the second quarter.

Atlas Technology Group LLC and Duff & Phelps LLC acted as financial advisors and Sheppard Mullin Richter & Hampton LLP acted as legal counsel to Diodes Incorporated. RBC Capital Markets LLC acted as exclusive financial advisor and Covington & Burling LLP acted as legal counsel to BCD Semiconductor.

* BPZ Energy (NYSE: BPZ) announced that on December 26, 2012, it closed its contractual arrangements for the sale of a 49% participating interest ("closing") in offshore Block Z-1 to Pacific Rubiales Energy Corp.

The Board of Directors of Perupetro and the Ministry of Energy and Mines have approved the plan to modify the Block Z-1 License Contract allowing PRE to become a party to the amended agreement. Upon receipt of formal approval from the Ministry of Economy and Finance, the Peruvian Government's Supreme Decree will be signed, allowing Perupetro to complete the Block Z-1 License Contract amendment process.

BPZ and PRE have a high degree of confidence in the processes of the Peruvian Government and agreed that receipt of the Supreme Decree was no longer a mandatory condition precedent to closing their contractual arrangements concerning the Z-1 transaction. The closing with PRE will also allow the transition plan for operations to be accelerated.

Under terms of the agreements signed on April 27, 2012, the Company (together with its subsidiaries) formed an unincorporated joint venture relationship with PRE to explore and develop the offshore Block Z-1 located in Peru. Pursuant to the agreements, PRE agreed to pay $150.0 million for a 49% participating interest in Block Z-1 and agreed to fund $185.0 million of the Company's share of capital and exploratory expenditures in Block Z-1 from the effective date of the SPA, January 1, 2012.

In December 2012, BPZ and PRE waived and modified certain contract conditions in order to effect an accelerated closing of the transaction. With this closing BPZ Energy received the remaining $85 million of cash. Operating revenues and expenses were also allocated at each partner's respective participating interest.

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