Notable Mergers and Acquisitions of the Day 1/31: [(ICFI) (MCK) (ANGO)]

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ICFI Hot Sheet

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EPS Growth %: +12.8%

ICF International (Nasdaq: ICFI), is making a cash offer to acquire all of the shares of GHK Holdings Limited (GHK). With its headquarters in London, GHK is a multi-disciplinary consultancy serving government and commercial clients on environment, employment, health, education and training, transportation, social policy, business and economic development, and international development issues. The transaction is expected to close by the end of the first quarter, 2012.

Taking into account both the planned acquisition of GHK and the recent acquisition of Ironworks Consulting, ICF is increasing its preliminary guidance for 2012 revenues to the range of $1.0 billion to $1.04 billion from the prior $910 million to $940 million range and is increasing its expected EBITDA margin range to 9.5 percent to 10.5 percent from the prior 9 percent to 10 percent range.
McKesson Corporation (NYSE: MCK) has signed a definitive agreement to purchase Drug Trading Company Limited, the independent banner business of Katz Group Canada Inc., and Medicine Shoppe Canada Inc., the franchise business of Katz Group. Katz Group is a privately-owned company that operates an integrated retail pharmacy network in Canada. The acquisition demonstrates McKesson’s long-standing commitment to the health of the independent pharmacy segment in the Canadian market. The purchase price is approximately CAD $920 million, which McKesson expects to fund from its available cash. The acquisition is expected to close in H112.

Under the terms of the agreement, McKesson will acquire substantially all of the assets of Drug Trading, which consists of a marketing and purchasing arm for a network of more than 850 independently-owned pharmacies located in Ontario, Western Canada and Atlantic Canada, the majority of which operate under the brands I.D.A.™ and Guardian®. McKesson will also acquire Medicine Shoppe Canada Inc., which operates the franchise business of providing services to more than 160 independent pharmacies also located in Ontario, Western Canada and Atlantic Canada. McKesson has been the primary pharmaceutical distributor to the Drug Trading and Medicine Shoppe Canada independent pharmacies for many years.
AngioDynamics (Nasdaq: ANGO), has entered into a definitive agreement to acquire privately-held Navilyst Medical in a transaction valued at $372 million based on yesterday's closing stock price of $14.20.

Under the terms of the agreement, AngioDynamics will acquire Navilyst Medical from Avista Capital Partners, a private equity firm, for $372 million in cash and stock. AngioDynamics will fund the purchase price and related transaction costs using approximately $97 million of cash on hand and $150 million from a fully committed bank financing facility from J.P. Morgan, Bank of America and KeyBank National Association in the form of new debt issuance and the issuance of common stock.

AngioDynamics will issue approximately 9.5 million shares of common stock to Avista Capital Partners and have total fully diluted shares outstanding of approximately 35.1 million shares upon the transaction's closing. Avista will hold approximately 27 percent of the outstanding common stock and will receive two additional seats on AngioDynamics' existing Board of Directors. The Board of Directors of both companies have unanimously approved the proposed transaction, which is expected to close during the Company's fiscal 2012 fourth quarter ending May 31, 2012, and is subject to customary closing conditions, clearance under certain antitrust guidelines and the approval of AngioDynamics' shareholders.

Upon closing, AngioDynamics expects to have at least $50 million in cash and liquid investments, $150 million in debt and a $50 million revolving credit facility with the aforementioned banks.