Notable Mergers and Acquisitions of the Day 2/27: NUAN/ZICA, CEPH, BEC, KOF

February 27, 2009 9:41 AM EST

• Nuance Communications, Inc. (NASDAQ: NUAN), and Zi Corporation (NASDAQ: ZICA) announced an agreement under which Nuance will acquire Zi for US$0.69 per share in a cash and stock transaction.
  
  Under the terms of the agreement, consideration for the transaction is approximately US$35 million, comprising approximately US$17 million in cash and US$18 million in Nuance common stock. Zi shareholders will receive US$0.34 in cash and, based on Nuance’s ten day volume weighted average trading price on the date hereof, approximately .04 shares of Nuance common stock for each share of Zi common stock that they own.
  
  In addition, Nuance announced that it intends to terminate its previously announced tender offer for all the outstanding common shares of Zi. Nuance’s offer was scheduled to expire at 5:00 p.m. (Calgary Time) on March 10, 2009. Nuance is not accepting for payment any shares that have been tendered, and such shares will be returned promptly to the holders who have tendered such shares.
  
  NOTE - ZICA originally rejected NUAN's offer of $0.40 per share.
  
  
• Cephalon, Inc. (Nasdaq: CEPH) today announced that its wholly-owned subsidiary, Cephalon International Holdings, Inc., intends to make a takeover offer for Arana Therapeutics Limited. Arana has a pipeline of biologic compounds for inflammatory diseases and cancer at various stages of discovery and development.
  
  The offer has the support of the Arana independent directors and will be recommended to Arana shareholders in the absence of a superior proposal.
  
  Under its bid, Cephalon intends to offer A$1.40 cash for each Arana ordinary share cum dividends and other rights. The total offer value is approximately A$318 million (US$207 million). The offer price represents a 70 percent premium to Arana's 90-day volume weighted average price and a 69 percent premium to the closing price on February 25, 2009, the last trading day prior to this announcement.
  
  If Cephalon obtains a relevant interest in 90 percent of Arana shares and the offer conditions are satisfied or waived, Cephalon will increase its offer price by 5 Australian cents per share. This offer price increase will be payable to all shareholders no matter when their acceptances are received. In these circumstances accepting Arana shareholders will receive A$1.45 per share.
  
  Cephalon intends to fund the offer price using a portion of its existing cash balance.
  
  
• Beckman Coulter, Inc. (NYSE: BEC) announced today that they have entered into a definitive agreement under which Beckman Coulter will acquire the diagnostic systems portion of Olympus' Life Sciences business for 77.45 billion yen, or approximately USD $800 million.
  
  This acquisition will broaden Beckman Coulter's Chemistry offering, establishing a leadership position with particular strength in larger hospital laboratories. In addition, the transaction will extend our broad chemistry customer base representing a valuable new customer set for Beckman Coulter's Immunoassay products.
  
  As part of the agreement, Beckman Coulter has the right to deliver up to 37.5% of the purchase price in the form of Beckman Coulter stock. Correspondingly, Beckman Coulter expects to finance the acquisition with a combination of newly issued Beckman Coulter common stock (approximately $300 million) and newly issued debt (approximately $500 million). Under the intended conservative financing structure, the company does not anticipate a change in its current investment grade ratings.
  
  
• Coca-Cola FEMSA, S.A.B. de C.V. (NYSE: KOF) announced that it has successfully closed the transaction with Bavaria, a subsidiary of SABMiller, to jointly acquire with The Coca-Cola Company, the Brisa bottled water business (including the Brisa brand and production assets).
  
  This transaction will enable us to increase our presence in the water business and complement our portfolio. Brisa sold 47 million unit cases in 2008 in Colombia.
  
  The purchase price of $92 million was shared equally by Coca-Cola FEMSA and The Coca-Cola Company. The parties have also agreed a transition arrangement after closing, during which Bavaria will still be producing, selling and distributing Brisa.

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