Notable Mergers and Acquisitions of the Day 2/23: NCX, MDT, PMRY
- International Petroleum Investment Company and NOVA Chemicals Corporation (NYSE: NCX) announced today that they have entered into an agreement providing for the acquisition by IPIC of all of NOVA Chemicals’ outstanding common shares for a cash consideration of US$6.00 per Share. The acquisition will be implemented by way of a court-approved plan of arrangement under the Canada Business Corporations Act.
The consideration per Share represents a 348% premium over the February 20, 2009 closing price of the Shares on the NYSE and a 204% premium over the combined and currency-adjusted 30-day volume-weighted average price of the Shares on the Toronto Stock Exchange and NYSE up to and including February 20, 2009. The total value of the Arrangement, including assumption of NOVA Chemicals’ net debt obligations, is approximately US$2.3 billion.
- Medtronic, Inc. (NYSE: MDT) announced today it has signed a definitive agreement to acquire CoreValve, Inc., developer of a transcatheter, transfemoral aortic valve replacement product. This non-surgical, alternative offers the large number of high or prohibitive surgical risk patients an opportunity to have their aortic valves replaced using a catheter inserted through an artery in the groin. The agreement calls for an initial payment of $700 million plus additional payments contingent upon the achievement of agreed milestones.
Separately, Medtronic also announced that its acquisition of Ventor Technologies Ltd., a developer of transcatheter heart valve technologies for the treatment of aortic valve disease. Medtronic will acquire Ventor for a payment of $325 million.
- Pomeroy IT Solutions (Nasdaq: PMRY) announced that its Board of Directors has received a letter from David B. Pomeroy, II, a director of the Company and its largest stockholder, proposing to acquire all of the outstanding common stock of the Company not owned by him for a price of $4.50 per share. The letter identifies GE Commercial Distribution Finance ("GECDF"), the sole lender under the Company's existing Amended and Restated Credit Facilities Agreement, as the source of Mr. Pomeroy's acquisition debt financing commitment.
The Board has established a Special Committee of the Board to consider Mr. Pomeroy's non-binding indication of interest as well as explore other alternatives that could enhance stockholder value.
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