Notable Mergers and Acquisitions of the Day 2/24: DNA, EXAR/HIFN, INSU, JUPM

February 24, 2009 9:35 AM EST

• Genentech, Inc. (NYSE: DNA) said a Special Committee of its Board of Directors unanimously recommended that shareholders reject the unilateral tender offer from Roche to acquire all of the outstanding shares of Genentech not owned by Roche for $86.50 cash per share.
  
  The Special Committee said the offer was inadequate and not in the best interests of stockholders, other than Roche and its affiliates.
  
  The Special Committee unanimously recommends that stockholders not tender their shares into Roche’s offer.
  
  Dr. Charles Sanders, Chairman of the Special Committee, said, "Genentech's strong projected financial performance implies a valuation substantially in excess of Roche’s offer price."
  
  
• Exar Corporation (Nasdaq: EXAR) and Hifn, Inc. (Nasdaq: HIFN) signed a definitive agreement under which Exar will acquire Hifn.
  
  Under the terms of the agreement, which was unanimously approved by the board of directors of each company, Exar will acquire all of the outstanding shares of Hifn common stock pursuant to an exchange offer, followed by a second step merger. In the exchange offer, Hifn stockholders will be able to elect to receive either (i) 0.3529 shares of Exar common stock and $1.60 in cash; or (ii) $4.00 in cash.
  
  
• Insituform Technologies, Inc. (NASDAQ: INSU) announced the closing of its acquisition of the business and assets of The Bayou Companies, L.L.C., a privately-held company headquartered in New Iberia, Louisiana. The cash purchase price of $125 million payable at closing was financed primarily with the net proceeds of a public offering of 10,350,000 shares of the Company's common stock, which was completed on February 17, 2009. Bayou's members may also be paid up to an additional $7.5 million, plus 50% of excess earnings, upon achievement by the former Bayou business of designated earnings targets during 2009, 2010 and 2011.
  
  In connection with the acquisition of Bayou's assets, the Company also completed the acquisition of noncontrolling membership interests of two of Bayou's subsidiaries, Commercial Coating Services International, Ltd. and Bayou Welding Works, L.L.C. The purchase price for these noncontrolling interests was $8.5 million, payable $4.5 million in cash, $2.5 million in Insituform common stock and $1.5 million in a six-month promissory note.
  
  
• Jupitermedia Corporation (NASDAQ: JUPM) announced today that it has completed the previously announced sale of Jupiterimages Corporation, a wholly-owned subsidiary of Jupitermedia, to Getty Images, Inc. for $96 million in cash, subject to certain post-closing adjustments.
  
  In connection with the Sale, Jupitermedia terminated its Credit Agreement with KeyBank National Association and applied approximately $82 million of the proceeds from the Sale to repay all outstanding indebtedness. Jupitermedia’s existing interest rate swap arrangement with KeyBank will remain outstanding.
  
  In addition, Jupitermedia announced that it will change its name to “WebMediaBrands Inc.” and its NASDAQ symbol to WEBM, effective February 24, 2009.
  
  The sale of Jupiterimages to Getty Images and the name change were approved by Jupitermedia’s stockholders during a special meeting held on February 20, 2009.

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