Notable Mergers and Acquisitions of the Day for 11/27: F, S/IPCS, STAR/CSCO, HRAY

November 27, 2009 10:22 AM EST

• Ford (NYSE: F) has agreed on intellectually property rights with Geely Holding Group on the company's bid for Swedish luxury carmaker Volvo, according to reports.
  
  The move would clear one more hurdle that faced the Chinese company's attempt to spread into the international auto market as Geely is looking to move its brand from economical cars to more upscale products. Geely is looking to buy the Volvo brand outright from the U.S. automaker.
  
  Reports from the Xinhua news agency reported that Geely is seeking to acquire Volvo's key technologies and would also be able to make use of some Ford technologies that are currently held by Volvo, including those pertaining to safety and environmental protections.
  
  The acquisitions of intellectual property rights have been a key obstacle blocking Chinese automakers from obtaining fledgling foreign car companies. This hindrance was cited as the reason for Beijing Auto not being able to come to terms on a deal with General Motors for the company's Opel unit in July.
  
  Shares of Ford are down 2.38 percent to $8.60 in pre-market trading.
  
  
• Sprint Nextel Corporation (NYSE: S) announced the successful completion of its tender offer for all outstanding shares of iPCS, Inc. (NASDAQ: IPCS) common stock. The tender offer expired at midnight EST on Wednesday, November 25, 2009 and was conducted through a wholly-owned subsidiary of Sprint Nextel named Ireland Acquisition Corporation.
  
  At the expiration of the tender offer, a total of approximately 10.399 million shares of iPCS common stock were validly tendered and not withdrawn in the tender offer, representing approximately 62.8 percent of the outstanding shares of common stock of iPCS as of November 25, 2009. In addition, approximately 1.893 million shares were tendered by notice of guaranteed delivery. All shares that were validly tendered and not properly withdrawn have been accepted for payment in accordance with the terms of the tender offer and applicable law.
  
  In accordance with the previously announced merger agreement with iPCS, Sprint, through Ireland Acquisition Corporation, exercised the "top-up" option allowing it to increase its share ownership percentage of iPCS through the purchase of newly-issued shares of iPCS common stock at $24.00 per share, the same price paid in the tender offer.
  
  Following the merger, iPCS will become a wholly-owned subsidiary of Sprint Nextel, and iPCS shares will cease to be traded on NASDAQ.
  
  
• Starent Networks, Corp. (NASDAQ: STAR) announced that it and the other named defendants have entered into a memorandum of understanding with plaintiff's counsel in connection with a putative class action lawsuit filed in the Chancery Court for the State of Delaware in connection with the proposed acquisition of Starent Networks by Cisco Systems (NASDAQ: CSCO).
  
  Under the terms of the memorandum, Starent Networks, the other named defendants and the plaintiff have agreed to settle the lawsuit, subject to court approval. If the court approves the settlement contemplated in the memorandum, the lawsuit will be dismissed with prejudice. Starent Networks and the other defendants deny all of the allegations in the lawsuit and believe the disclosures are appropriate under the law. Nevertheless, Starent Networks and the other defendants have agreed to settle the putative class action lawsuit in order to avoid costly litigation and reduce the risk of any delay to the closing of the merger.
  
  Pursuant to the terms of the memorandum, Starent Networks has agreed to provide additional information to stockholders through publicly available filings in order to supplement the proxy statement that has been provided to Starent Networks' stockholders in connection with the special meeting of stockholders concerning the proposed merger. This additional information, which should be read in conjunction with the proxy statement, is attached as Exhibit A to this press release, will be set forth in a Current Report on Form 8-K that Starent Networks will file with the Securities and Exchange Commission (the "SEC") and will be mailed to Starent stockholders of record entitled to vote at the special meeting.
  
  In return for the additional disclosures contained in Exhibit A, the plaintiff has agreed to dismiss the action and to withdraw all motions filed in connection with such action. In addition, Starent Networks has agreed to pay the legal fees and expenses of plaintiff's counsel, in an amount to be determined by the court. This payment will not affect the amount of merger consideration to be paid in the merger. The details of the settlement will be set forth in a notice to be sent to Starent Networks' stockholders prior to a hearing before the court to consider both the settlement and plaintiff's fee application.
  
  
• Hurray! Holding Co., Ltd. (NASDAQ: HRAY) announced today that Hurray! and the shareholders of Ku6 Holding Limited have agreed to the sale of Ku6 to Hurray!, in an all stock transaction under which all of the outstanding capital shares of Ku6 will be sold to Hurray! and all of the outstanding employee stock options of Ku6 will be cancelled, in exchange for an aggregate of 723,684,204 Hurray! ordinary shares, of which 44,438,100 will be represented by American Depositary Shares of Hurray!, each representing 100 ordinary shares of Hurray!. After the completion of the merger, Ku6 will retain its brand name and become a wholly-owned subsidiary of Hurray!.
  
  Completion of the share purchase will be subject to the condition that the shareholders of Hurray! approve the issuance of ordinary shares of Hurray! to the shareholders and option holders of Ku6 at a special shareholders meeting to be convened in the near future. The Board of Directors of Hurray! has unanimously recommended this transaction. The transaction is expected to close in the first quarter of 2010.
  
  Certain executive officers and selling shareholders of Ku6 intend to enter into lock-up agreements for a period of 180 days to two years after closing with respect to the Hurray! shares that they will receive in the merger.

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