Notable Mergers and Acquisitions of the Day 9/23: SKYT, WCRX, WATG, QGEN

September 23, 2009 10:15 AM EDT

• SkyTerra (OTCBB: SKYT) announced that it has entered into a definitive merger agreement for SkyTerra to be acquired by a new corporation formed and indirectly wholly-owned by Harbinger Capital Partners Master Fund I, Ltd and Harbinger Capital Partners Special Situations Fund, L.P.
  
  Under the terms of the agreement, the new corporation will pay $5.00 in cash per share for each of SkyTerra's outstanding shares of common stock not held by Harbinger or its affiliates. The purchase price represents a premium of approximately 56% over the average closing price of SkyTerra's common stock for the thirty days ended September 22, 2009, the last day before the announcement of the proposed transaction. Harbinger and its affiliates together hold approximately 48% of SkyTerra's outstanding voting common stock and approximately 49% of SkyTerra's voting and non-voting common stock combined.
  
  
• Warner Chilcott plc (Nasdaq: WCRX) announced this morning that LEO Pharma is re-acquiring Warner Chilcott's exclusive product licensing rights in the United States to its topical psoriasis treatments Taclonex(R), Taclonex Scalp(R), Dovonex(R) as well as rights to all products in LEO's development pipeline, and acquiring all inventories of the products. Warner Chilcott will receive a one-time cash payment of $1.0 billion.
  
  
• Wonder Auto Technology, Inc. (Nasdaq: WATG) announced that one of its wholly-owned subsidiaries, Jinzhou Wanyou Mechanical Parts Co., Ltd, spent $12 million in acquiring 100% equity of Friend Birch (Friend Birch Limited (Hong Kong)), including Friend Birch's rods and shafts technology development center, technologies and patents and two wholly-owned subsidiaries, which produce automotive mechanical springs, gas springs, and gas spring rods and shafts, etc.
  
  
• QIAGEN N.V. (Nasdaq: QGEN) today announced that it has acquired DxS Ltd, a privately-held developer and manufacturer of companion diagnostic products headquartered in Manchester, United Kingdom. The transaction is valued at approximately $95 million in cash (subject to customary purchase price adjustments), plus up to an additional $35 million if specified commercial and other milestones are met.
  
  Under the terms of the agreement, QIAGEN acquired the entire outstanding share capital in DxS. QIAGEN expects to incur one-time charges of approximately US$0.02 in EPS in the third quarter 2009 in connection with this acquisition. These charges primarily relate to consulting and advisory fees incurred in connection with the acquisition and the write-off of certain assets. In addition, based on preliminary analyses and following the streamlining of the portfolio, QIAGEN expects this transaction to contribute approximately US$6 million in sales in the remainder of 2009 and approximately US$30 million in sales in 2010. On an adjusted basis excluding one-time charges, integration and restructuring costs, and amortization of acquisition related intangible assets, the acquisition is expected to be neutral to EPS in the remainder of 2009 and to be dilutive by US$0.02 in 2010. Beyond 2010, it is expected that the acquisition will be accretive to adjusted EPS. Jefferies acted as exclusive financial advisors in this transaction.

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• Harbinger Capital
• Jefferies & Co
• Notable Mergers and Acquisitions

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