Notable Mergers and Acquisitions of the Day 7/8: MSCS, SYNO, DLLR

July 8, 2009 10:10 AM EDT

• Symphony Technology Group and Elliott Management Corp. announced that affiliates of STG have entered into a definitive agreement with MSC.Software Corporation (Nasdaq: MSCS) to acquire all of MSC's outstanding shares in a one-step all-cash merger transaction valued at approximately $360 million.
  
  Under the terms of the agreement, MSC's stockholders will receive $7.63 in cash for each share of MSC common stock, representing approximately a 13% premium to the closing price per share of MSC's stock prior to this announcement.
  
  MSC.Software's Board of Directors has approved the merger agreement and are recommending that stockholders adopt the agreement.
  
  
• Synovis Life Technologies, Inc. (Nasdaq: SYNO) has entered into a definitive purchase agreement through a wholly owned subsidiary to acquire substantially all the assets of Pegasus Biologics, Inc., a privately held medical device company based in Irvine, Calif., focused on the development of advanced biological solutions for soft tissue repair. The purchase price is $12.1 million in cash and resulted from a sealed bid auction process. Synovis expects to close the transaction on or before July 15, 2009, utilizing current cash reserves.
  
  Approximately 10,000 patients had been treated with Pegasus' equine pericardial products in various orthopedic and complex wound applications from March 2006 to May 2009, when Pegasus effectively ceased operations after attempts to raise additional operating capital were unsuccessful due to the overall economic climate. Previously, Pegasus had obtained more than $38 million in venture equity and debt. In 2008, Pegasus generated $9.1 million in revenue and had approximately 75 employees at year-end. Synovis plans to maintain Pegasus' manufacturing operations in Irvine and will operate the acquired assets as a separate division.
  
  Synovis plans to market the acquired products with a combination of direct sales people recruited from the recently disbanded Pegasus sales force, and independent sales distribution, and to focus this sales team solely on the acquired products. Synovis expects to regain Pegasus' 2008 revenue levels in fiscal 2010 and to make immediate and meaningful reductions in operating expenses from those historically incurred by Pegasus. However, Synovis also anticipates the new division will incur operating losses between $1 million and $2 million in the fourth quarter of fiscal 2009 and potentially $5 million in fiscal 2010, while reaching breakeven during fiscal 2011 and being accretive after that.
  
  
• Dollar Financial Corp (NASDAQ: DLLR) announced the acquisition of two market leading traditional pawn shops located in Edinburgh and Glasgow, Scotland. The two stores were established in the year 1830 and primarily deal in loans securitized by gold jewelry and fine watches, while offering traditional secured pawn lending for an array of other items. Both stores are located in prominent locations on major thoroughfares and high pedestrian traffic zones.

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