Notable Mergers and Acquisitions of the Day 9/1: EBAY, NICE, RTN, CF/TRA

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NICE Systems (NASDAQ: NICE) and Actimize, a NICE Systems Company, announced the signing and closing of a definitive agreement to acquire Fortent - a leading provider of analytics based Anti-Money Laundering and financial crime prevention software solutions for the financial services industry, servicing clients such as Barclays, JPMorgan Chase, Mizuho, Royal Bank of Scotland and Scotiabank.

With limited overlap in customer base and complementary analytics technology, Actimize clients will now include the majority of the world's largest banks and all top ten global banks. They will benefit from the broadest, most comprehensive solutions and from a robust service and support organization. Furthermore, Actimize, which is now expected to be a $100 million business in 2010, will continue to leverage NICE's presence within thousands of financial institutions worldwide to further accelerate market presence.

NICE will acquire Fortent in an all cash transaction for a total consideration of $73.5 million. The deal is expected to be accretive on a non-GAAP basis starting first quarter 2010, excluding acquisition related expenses and amortization of acquired intangible assets as well as certain business combination accounting entries.
Raytheon Company (NYSE: RTN) entered into an agreement to acquire BBN Technologies, a privately-held world leader in research and development, and provider of critical solutions for national defense and security missions.

The transaction is expected to close in the fourth quarter of 2009 subject to customary closing conditions and regulatory approvals. The transaction is not expected to materially impact revenue or earnings per share for the fourth quarter of 2009, and is expected to be accretive in 2010. Terms of the agreement are not being disclosed.

BBN's diverse portfolio encompasses a range of technologies including advanced networking, speech and language technologies, information technologies, sensor systems, and cybersecurity. The company's deep scientific and engineering talent aligns well with Raytheon's expertise and commitment to excellence.
CF Industries Holdings, Inc. (NYSE: CF) today announced that it has commenced litigation in Maryland to compel Terra Industries Inc. (NYSE: TRA) to hold its annual meeting promptly. CF Industries also announced that its exchange offer for all of the outstanding shares of Terra has expired and is not being extended.

"We believe that Terra is legally required to hold its annual meeting promptly. Under Maryland law, annual meetings must be held on an annual basis, and Terra's last annual meeting was nearly 16 months ago," said Stephen R. Wilson, chairman, president and chief executive officer of CF Industries. "We look forward to Terra stockholders having the opportunity to show their support for our proposed business combination by voting for CF Industries' nominees at Terra's annual meeting. Our proposal provides an exchange ratio premium of more than 35%, as well as real and substantial synergies."

Wilson continued, "Terra's annual meeting has always been the key event for CF Industries to advance its proposal for a business combination, and we are confident Terra stockholders will show their support. Given that the Terra board has rejected our proposal and the exchange offer could not be consummated without Terra board approval, we do not see any purpose in continuing to extend the exchange offer."