Notable Mergers and Acquisitions of the Day 9/21: DELL/PER, HK, IMA, BIIB/FACT
- Dell (Nasdaq: DELL) and Perot Systems (NYSE: PER) have entered a definitive agreement for Dell to acquire Perot Systems in a transaction valued at approximately $3.9 billion, or $30 per share.
Dell said the acquisition is expected to be accretive to GAAP earnings in fiscal 2012, and will expand Dell's IT services portfolio.
Michael Dell, Chairman of the Board and Chief Executive Officer, Dell: "We consider Perot Systems to be a premium asset with great people that enhances our opportunities for immediate and long-term growth. This significantly expands Dell's enterprise-solutions capabilities and makes Perot Systems' strengths available to even more customers around the world. There will be efficiencies from combining the companies, but the acquisition makes such great sense because of the obvious ways our businesses complement each other."
The transaction is not subject to a financing condition.
- Petrohawk Energy Corporation (NYSE: HK) entered into a definitive agreement to sell its Permian Basin properties to a privately-owned company for total consideration of $376 million in cash. The sale is expected to close by October 30, 2009 and is subject to customary closing conditions and adjustments. The effective date of the sale is July 1, 2009.
CEO Floyd C. Wilson said, "Proceeds from this sale will add to our already-strong liquidity position, as we continue to focus our attention on our rapidly growing shale assets, particularly high-return, high-margin development in the Haynesville and Eagle Ford Shales."
- Inverness Medical Innovations, Inc. (NYSE: IMA) announced that it has agreed to acquire Free & Clear, Inc. Headquartered in Seattle, Washington, Free & Clear specializes in evidence-based programs which address the four key modifiable health risks that contribute to chronic disease: tobacco use, poor nutrition, physical inactivity and stress.
Free & Clear, which recognized $47.1 million in 2008 revenues, will be acquired by Inverness' Alere health management business through a merger transaction for $100 million cash and up to $30 million in future contingent payments based on 2010 revenues. The acquisition is subject to customary closing conditions but is expected to close on or about September 28, 2009.
- Biogen Idec Inc. (NASDAQ: BIIB) announced that FBC Acquisition Corp., its wholly owned subsidiary, has commenced a tender offer to acquire all of the outstanding shares of Facet Biotech Corporation (NASDAQ: FACT) for $14.50 per share in cash, in furtherance of its previously announced acquisition proposal. The tender offer is scheduled to expire at 12:00 midnight, ET, on October 19, 2009, unless extended or terminated.
The tender offer follows a written proposal made by Biogen Idec to Facet Biotech's Board of Directors on September 4, 2009 to acquire all of the outstanding shares of Facet Biotech in a negotiated transaction. Biogen Idec's all-cash offer represented a premium of approximately 64% over the $8.82 per share closing price of Facet Biotech's common stock on September 3, 2009, the last trading day before Biogen Idec publicly announced its acquisition proposal. In light of the rejection of the proposal by Facet Biotech's Board of Directors on September 8, 2009 and its refusal to discuss a business combination of the two companies on the terms proposed, Biogen Idec has decided to present its offer directly to Facet Biotech's stockholders.
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