Notable Mergers and Acquisitions of the Day 6/26: AMSWA/LGTY, HON, BORL, UBNK
- American Software, Inc. (Nasdaq: AMSWA) has extended the expiration date of its tender offer to acquire all of the outstanding common stock of Logility, Inc. (Nasdaq: LGTY) not currently owned by American Software. The offer, which was scheduled to expire at Midnight New York City time, on Thursday, June 25, 2009, has been extended until Midnight New York City time, on Monday, June 29, 2009. The offer is being extended in order to provide shareholders additional time to review disclosure updates being filed with the Securities and Exchange Commission on June 26, 2009, in response to comments received from the Securities and Exchange Commission.
At the time of this press release, approximately 1,142,000 shares of Logility common stock have been tendered and not withdrawn in the tender offer, and 374,000 shares have been tendered conditionally upon exercise of Logility stock options.
- Honeywell (NYSE: HON) has signed a definitive agreement valued at approximately $400 million USD to acquire the RMG GROUP (RMG Regel + Messtechnik GmbH and all of its subsidiaries, together RMG) a Kassel, Germany-based company involved in natural gas measuring and control products, services and integrated solutions. RMG will be integrated into Honeywell Process Solutions, which is part of Honeywell's Automation and Control Solutions business group. RMG has estimated 2009 sales to be $290 million USD.
The acquisition of RMG supports Honeywell's strategy to offer solutions that enhance energy efficiency; nearly 50% of Honeywell's current technology delivers energy savings and efficiency. Natural gas is a clean fuel alternative that is becoming increasingly popular in both mature and emerging markets around the world.
- In a Form 8-K, Borland Software (Nasdaq: BORL) announced that during the afternoon of June 24, 2009, Company A, a strategic buyer, who had previously submitted to Borland a nonbinding proposal for the Company for cash for consideration in the range of $1.10-$1.20 per share, submitted a new nonbinding proposal for the acquisition of all of the outstanding shares of the Company for consideration of $1.25 per share in cash.
- United Financial Bancorp, Inc. (Nasdaq: UBNK) and CNB Financial Corp. (OTCBB: CFNA) announced the signing of an agreement and plan of merger, pursuant to which CNB Financial will merge with and into United Financial and Commonwealth National Bank will merge with and into United Bank. CNB Financial and Berkshire Hills Bancorp (Nasdaq: BHLB) will terminate their previously announced merger agreement.
United Financial will acquire the outstanding shares of CNB Financial for an aggregate purchase price of approximately $25 million, which includes outstanding stock options and warrants. Under the terms of the agreement, CNB Financial shareholders will have the opportunity to elect to receive either: (1) $10.75 per share in cash for each CNB Financial share; (2) 0.8257 United Financial shares for each CNB Financial share; or (3) a combination of United Financial common stock and cash, provided that the total cash consideration paid by United Financial to shareholders of CNB Financial equals 50% of the total merger consideration. All CNB Financial shareholder elections will be subject to the allocation and proration procedures set forth in the merger agreement. The transaction value represents 125.6% of CNB Financial's tangible book value and a 3.8% premium to core deposits.
In accordance with the terms of the prior merger agreement between CNB Financial and Berkshire Hills Bancorp, Berkshire Hills Bancorp will receive a termination fee of $970,000 in connection with the parties' mutual termination of the agreement.
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