Notable Mergers and Acquisitions of the Day 4/29: CXR, CLH, IACI

April 29, 2009 9:49 AM EDT

• Cox Enterprises, Inc., through its Cox Media Group, Inc. subsidiary, announced today that it has agreed to increase the price of its offer to acquire all the outstanding shares of Class A common stock of Cox Radio, Inc. (NYSE: CXR) not otherwise owned by Cox Media Group to $4.80 per share.
  
  The price represents a 45.5% premium over the closing price on March 20 (the last trading day prior to the commencement of the tender offer) and a 26.3% premium over Cox Enterprises' original proposal of $3.80 per share. The expiration of the tender offer has been extended, and the tender offer will now expire at 12:00 midnight New York City time on Wednesday, May 13, 2009.
  
  
• Clean Harbors, Inc. (NYSE: CLH) has signed a definitive agreement to acquire Eveready Inc., a Canadian-based company that provides industrial maintenance and production, lodging, and exploration services to the oil and gas, chemical, pulp and paper, manufacturing and power generation industries.
  
  Under the terms of the agreement, Clean Harbors will purchase Eveready through a combination of cash, stock and assumed debt. In total, the transaction is currently valued at approximately USD $387 million, based on an agreed upon price for Clean Harbors’ common stock of USD $48.81 per share. The acquisition is subject to approval by regulators, lenders and Eveready shareholders, as well as other customary closing conditions, and is expected to be completed during the third quarter of 2009. Eveready executive officers and shareholders holding a total of 26% of the total outstanding Eveready shares have entered into a voting and lock-up agreement with Clean Harbors under which they have agreed to vote their shares in favor of the acquisition.
  
  Under the terms of the agreement, Clean Harbors will acquire 100% of Eveready’s outstanding common shares in exchange for USD $49 million in cash (approximately USD $2.64 for each Eveready share), USD $118 million in Clean Harbors’ common stock consisting of 2.4 million shares (a ratio of 0.1304 Clean Harbors shares for each Eveready share), and the assumption of approximately USD $220 million of Eveready debt. Clean Harbors expects the acquisition will be immediately accretive, excluding any one-time fees and acquisition-related expenses.
  
  
• IAC (Nasdaq: IACI) announced the acquisition of Urbanspoon, a leading online local restaurant guide that aggregates restaurant reviews from across the web, from newspapers and professional food critics to bloggers and diners. Urbanspoon will remain an independent brand and a wholly-owned business of IAC, and will report to Jay Herratti who oversees Citysearch, InsiderPages and Evite. Terms of the deal have not been disclosed.
  
  For IAC, Urbanspoon rounds out a portfolio of premium local brands which include Citysearch, ServiceMagic, InsiderPages, and strategic investments in OpenTable and MerchantCircle.
  
  "IAC is a leader in the local space and we are excited to be a part of its family," said Ethan Lowry, co-founder, Urbanspoon. "With access to IAC's resources, we can expand our reach and develop new products while maintaining our brand identity."

To see all the Mergers & Acquisitions for today in real-time go to http://www.streetinsider.com/Mergers+and+Acquisitions

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