Notable Mergers and Acquisitions of the Day 12/30: HSSO/EMAG, WSTF, GSK/GNLB
- Health Systems Solutions, Inc. (OTCBB: HSSO) and Emageon Inc. (Nasdaq: EMAG) have agreed to extend the closing date for their pending merger to February 11, 2009.
HSS' CEO and Chairman said, "extension will also allow us additional time to complete our integration plan for our technologies. As a result, we will be in a better position to immediately serve the market upon closing."
- Westaff, Inc. (NASDAQ: WSTF) announced today that it has received a proposal from Koosharem Corporation (as Select Staffing) under which Select Staffing would acquire all of the outstanding shares of Westaff common stock not owned by DelStaff, LLC for $1.25 per share in cash and all of the shares owned by DelStaff, LLC (which shares represent approximately 49.3% of the outstanding shares of Westaff common stock) for first lien debt issued by Select Staffing having a value roughly equivalent to $1.25 per share.
Select Staffing's proposal is subject to significant conditions, including the completion of due diligence and the satisfactory negotiation and execution of definitive transaction documents.
- GlaxoSmithKline plc (NYSE: GSK) announced that it has reduced the minimum tender condition and extended its previously announced tender offer to purchase all of the outstanding shares of common stock of Genelabs Technologies, Inc. (Nasdaq: GNLB), for $1.30 in cash per share without interest and less any required withholding taxes.
The minimum tender condition was reduced to the number of Genelabs' shares that when added to the maximum number of Genelabs' shares issuable in the "top-up" option equals one share more than 90 percent of the outstanding Genelabs shares on a fully diluted basis. Based on information provided by Genelabs, GSK estimates the minimum tender condition to be 74.8 percent of the outstanding Genelabs shares on a fully diluted basis.
The depositary for the tender offer has advised GSK that as of 5:00 p.m., New York City time, on Monday, December 29, 2008, approximately 36,425,725 shares of Genelabs common stock had been validly tendered and not withdrawn pursuant to the tender offer. These shares, together with the shares beneficially owned by GSK and its wholly-owned subsidiaries, represent approximately 82.2 percent of the outstanding Genelabs shares on a fully diluted basis.
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