Notable Mergers and Acquisitions of the Day 5/18: KONA, IDMI, CF/AGU, VR/IPCR, AMSWA/LGTY

May 18, 2009 10:25 AM EDT

• In an amended 13D filing on Kona Grill Inc. (Nasdaq: KONA), 9.8% holder Mill Road Capital disclosed a non-binding offer to acquire all of the Company’s shares for cash in a transaction valuing Kona's total enterprise value at $27.9 million or $4.60 per share.
  
  This represents a 101% premium to the closing price of $2.29 as of May 15, 2009 and is 10.5x LTM EBITDA
  
  
• Takeda Pharmaceutical Company Limited agreed to acquire IDM Pharma, Inc. (Nasdaq: IDMI) for US$2.64 per share in cash.
  
  Shares of IDMI closed at $1.70 per share on Friday, representing a deal premium of 55%.
  
  Millennium: The Takeda Oncology Company, Takeda's business unit responsible for global oncology strategy and development, will have global development responsibility for MEPACT, IDM Pharma's primary asset, and Takeda Pharmaceuticals Europe Ltd. will be responsible for commercializing MEPACT in Europe.
  
  IDM Pharma received European marketing approval for MEPACT, a therapy indicated for the treatment of non-metastatic osteosarcoma (malignant bone cancer) following surgical removal of the tumor (resection) in children, adolescents and young adults. Osteosarcoma is a rare and often fatal disease, with approximately 1,200 new cases diagnosed in Europe each year.
  
  
• CF Industries Holdings, Inc. (NYSE: CF) announced that its board of directors has rejected Agrium Inc.'s (NYSE: AGU) latest revised offer to acquire all outstanding shares of CF Industries.
  
  the CF Industries board of directors concluded that the offer continues to substantially undervalue the company and is not in the best interests of CF Industries and its stockholders.
  
  CF Industries has its own bid for Terra Industries Inc. (NYSE: TRA).
  
  
• Validus Holdings, Ltd. (NYSE: VR) today announced that it has delivered an increased offer to the Board of Directors of IPC Holdings, Ltd. (NASDAQ: IPCR) for the amalgamation of Validus and IPC. Under the increased offer, IPC shareholders will now receive $3.00 in cash and 1.1234 Validus voting common shares for each IPC common share.
  
  The increased offer provides IPC shareholders with total consideration of $30.14 per IPC share based on Validus' closing price on Friday, May 15, 2009, a 13.2% premium to IPC's closing price that day and a 21.9% premium based on IPC's and Validus' closing prices on March 30, 2009, the last trading day before the announcement of Validus' initial offer. Under Validus' initial offer, IPC shareholders would have received 1.2037 Validus voting common shares, and no cash, for each IPC common share.
  
  
• American Software, Inc. (Nasdaq: AMSWA) announced today that it has agreed to increase the price of its offer to acquire all of the outstanding common stock of Logility, Inc. (Nasdaq: LGTY) not currently owned by American Software to $7.02 per share net to the seller in cash, without interest. The $7.02 offer price represents a premium of 40.4% when compared to the closing price on March 18, 2009 (the last trading day prior to the initial announcement of the tender offer) and a 37.6% premium over American Software's original proposal of $5.10, which was also the closing price on May 14, 2009. The tender offer is expected to commence as soon as reasonably practicable. American Software currently owns approximately 88% of the outstanding common stock of Logility.
  
  The decision to increase the offer price follows extensive discussions between the special committee of independent directors of American Software formed to conduct the tender offer and the special committee of independent directors of Logility appointed to review the tender offer. Logility's special committee has informed the American Software special committee that the Logility special committee will recommend that Logility's shareholders accept the tender offer and tender their shares pursuant to the tender offer.

To see all the Mergers & Acquisitions for today in real-time go to http://www.streetinsider.com/Mergers+and+Acquisitions

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• Notable Mergers and Acquisitions
• Mill Road Capital
• 13D

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