Notable Mergers and Acquisitions of the Day 8/24: PG/WCRX, CHIC, TIBX
- The Procter & Gamble Company (NYSE: PG) and Warner Chilcott plc (Nasdaq: WCRX) today announced an agreement for the sale of P&G's global pharmaceuticals business to Warner Chilcott for an up-front cash payment of $3.1 billion.
Under the terms of the agreement, Warner Chilcott, a leading specialty pharmaceuticals company, will acquire P&G's portfolio of branded pharmaceutical products, including Asacol(R) HD (mesalamine) Delayed-Release Tablets for ulcerative colitis, Actonel(R) (risedronate sodium) for osteoporosis, and the co-promotion rights to Enablex(R) (darifenacin) for the treatment of overactive bladder, as well as P&G's prescription drug product pipeline and manufacturing facilities in Puerto Rico and Germany. In addition, the majority of the 2,300 employees working on P&G's pharmaceuticals business are expected to transfer to Warner Chilcott. Both companies expect the transaction to close by the end of the 2009 calendar year, pending necessary regulatory approvals.
- Charlotte Russe Holding, Inc. (NASDAQ: CHIC) announced today that it has entered into a definitive agreement to be acquired and taken private by investment funds managed by Advent International Corporation, a leading global private equity firm with significant expertise in the retail sector.
Under the terms of the merger agreement, an affiliate of Advent will commence a tender offer to purchase for cash all of the outstanding shares of Charlotte Russe common stock, and the associated preferred stock purchase rights, at a price of $17.50 per share, for a total value of approximately $380 million. The tender offer is expected to commence on or before August 31, 2009 and to expire on the 20th business day following and including the commencement date, unless extended in accordance with the terms of the merger agreement and the applicable rules and regulations of the Securities and Exchange Commission. Following completion of the tender offer, the parties will complete a second-step merger in which any remaining shares of Charlotte Russe will be converted into the right to receive the same price per share paid in the tender offer.
The Board of Directors of Charlotte Russe has unanimously approved the merger agreement and the transactions contemplated by the merger agreement, based upon, among other factors, the approval and recommendation of a Special Committee of the Board, and has resolved to recommend that Charlotte Russe stockholders tender their shares in connection with the tender offer contemplated by the merger agreement. The transactions are subject to customary closing conditions, but are not subject to any financing condition.
- TIBCO Software Inc. (NASDAQ: TIBX) announced that it has acquired privately-held DataSynapse, Inc. in a cash transaction valued at approximately $28 million. DataSynapse is a leader in enterprise grid and cloud computing software with a strong roster of more than 100 Financial Services and Telecommunications clients and a proven reputation for world-class technology.
DataSynapse products provision and manage applications across physical, virtual and cloud-based environments. Customer benefits include improved utilization of data center resources, lower IT capital expenditures, reduced time to deployment of enterprise applications, and increased performance of mission-critical systems. The acquisition will complement TIBCO's strategy and products for distributed software infrastructure and cloud computing.
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