Notable Mergers and Acquisitions of the Day 7/14: NOVN, MON, CNB/GHC

July 14, 2009 9:42 AM EDT

• Noven Pharmaceuticals, Inc. (NASDAQ: NOVN) and Hisamitsu Pharmaceutical Co., Inc. have entered into a definitive merger agreement pursuant to which Hisamitsu has proposed to acquire Noven for total cash consideration of approximately $428 million, or $16.50 per share, in an all-cash tender offer for 100% of the outstanding shares of Noven. The offer price represents a 22% premium to the closing price of Noven's common stock on July 13, 2009, and a 43% premium to Noven's average closing price for the preceding 90 days.
  
  The acquisition is expected to be effectuated through a cash tender offer by a wholly-owned subsidiary of Hisamitsu for the outstanding shares of Noven. The tender offer, if successful, would be followed by the merger of the Hisamitsu subsidiary with and into Noven, with Noven surviving as a wholly-owned subsidiary of Hisamitsu.
  
  The companies expect that Noven will continue as a standalone business unit, operating at its current locations in Miami and New York with its existing work force
  
  
• Monsanto Company (NYSE: MON) announced today it is expanding its strong seeds and traits portfolio to include wheat. The company has acquired the assets of WestBred, LLC, a Montana-based company that specializes in wheat germplasm, the crop's seed genetic material. The investment will bolster the future growth of Monsanto's seeds and traits platform and allow farmers to benefit from the company's experience in drought-, disease- and pest-tolerance innovations.
  
  "The U.S. wheat industry has come together to call for new technology investment, and we believe we have game-changing technologies - like our drought-tolerance and improved-yield traits - that can meaningfully address major challenges wheat growers face every season," said Carl Casale, executive vice president of global strategy and operations for Monsanto. "Through WestBred, we'll be able to deliver advances in breeding and biotechnology to deliver a step-change in yield while creating a springboard for new partnerships and collaboration opportunities that create additional value for farmers."
  
  Because the $45 million acquisition represents a long-term investment in research and development and breeding, the company does not expect the acquisition to be accretive to earnings until the middle to latter part of the next decade.
  
  
• The Colonial BancGroup, Inc. (NYSE: CNB) entered into an asset purchase agreement with Global Consumer Acquisition Corporation (NYSE: GHC) for the sale of 21 branch offices of Colonial Bank located in Nevada.
  
  Upon the closing of the transaction, GCAC is expected to acquire the branch network including approximately $492 million in deposits and approximately $440 million in loans, of which approximately $326 million were originated in the Nevada franchise. The deposit premium is $28 million or 9.33% based on a balance of $300 million of non-time deposits. If non-time deposits exceed $310 million, the deposit premium will be increased by 9.33% of the amount that the non-time deposits exceed $310 million. If non-time deposits are less than $290 million, the deposit premium will be decreased by 9.33% of the amount that the non-time deposits are less than $290 million. At June 30, 2009, the non-time deposits were approximately $305 million. As of June 30, 2009, approximately $565 million of loans and $399 million of time deposits that were originated in the Nevada franchise are expected to be retained by Colonial.

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

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