Notable Mergers and Acquisitions of the Day 6/18: HLTH/WBMD, ORCL, EXAR
- HLTH Corporation (Nasdaq: HLTH) and its publicly traded subsidiary, WebMD Health Corp. (Nasdaq: WBMD) entered into a definitive merger agreement pursuant to which HLTH will merge into WebMD in a tax-free, all-stock transaction. WebMD will be the surviving company in the merger.
Martin J. Wygod will serve as Chairman of the Board and Wayne Gattinella will serve as President and Chief Executive Officer of the combined company.
HLTH currently owns 48.1 million shares of WebMD Class B Common Stock, which represents approximately 80% of WebMD's equity, after giving effect to the net shares relating to WebMD's outstanding options and restricted stock. The merger will eliminate both HLTH's controlling interest in WebMD and WebMD's existing dual-class stock structure. In the merger, the WebMD Class B shares will be retired and each outstanding share of HLTH Common Stock will convert into 0.4444 shares of WebMD Class A Common Stock. HLTH currently has 102.8 million shares of its Common Stock outstanding.
- Oracle (Nasdaq: ORCL) today announced that it has acquired the intellectual property assets of Conformia Software.
Conformia's Product and Process Lifecycle Management software has unique capabilities for Life Sciences companies to manage drug design, development and transfer to production across Bio, Pharmaceutical and Chemical drug components. Oracle plans to integrate Conformia's product and technology into Oracle Agile PLM solution to offer an end-to-end solution for managing drug development, packaging and commercialization. Oracle plans to provide integrations to Oracle applications, Oracle Health Sciences applications and 3rd party systems.
This combination will enable Pharmaceutical and Bio-technology companies to accelerate innovation, meet regulatory objectives and improve productivity.
Financial details of the transaction were not disclosed.
"The addition of Conformia Software technology underscores Oracle's commitment to provide customers with a differentiated, out-of-box industry-based solution," said Oracle Vice President of PLM Strategy Hardeep Gulati. "Oracle's PLM offering will give our Life Sciences industry customers a complete solution to manage the entire pharmaceutical and biotechnology production and distribution lifecycle."
- Exar Corporation (Nasdaq: EXAR) announced today the completion of the acquisition of Galazar Networks Inc., a fabless semiconductor company based in Ottawa, Canada. Galazar Networks has a broad set of silicon and software products targeting the rapidly emerging packet-based telecom infrastructure. They offer a variety of solutions for transporting Ethernet and TDM traffic over SONET/SDH, PDH, and OTN networks. Galazar Networks will be a wholly-owned subsidiary of Exar.
"Extending Exar's technology portfolio to address both TDM and carrier Ethernet infrastructure is critical to meeting our customer's needs for next generation architectures," said Pete Rodriguez, Exar's president and chief executive officer. "The combination of these products with the high performance security and compression technologies offered through Exar's recent acquisition of Hifn provides a comprehensive set of solutions for the next wave of telecommunications networks."
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