Notable Mergers and Acquisitions of the Day 03/02: (EKDKQ)/(SFLY) (TSRA)/(FLEX) (URRE)

• Eastman Kodak Company (OTC: EKDKQ) has announced that it has entered into an agreement with Shutterfly (Nasdaq: SFLY), a leading Internet-based social expression and personal publishing service, for the proposed sale of certain assets of its KODAK Gallery on-line photo services business for $23.8 million. The terms of the agreement include the transfer of Gallery customer accounts and images in the U.S. and Canada to Shutterfly. The agreement comprises the initial, stalking horse bid in a Court-supervised auction process under Section 363 of the U.S. Bankruptcy Code that will ensure the maximization of value for the assets.
  
  Kodak will give customers who do not want their photos transferred to Shutterfly the opportunity to opt out of the transition process. Those customers could then retrieve their images through free downloads or by purchasing DVDs from KODAK Gallery.
  
  Under the terms of the Agreement, Kodak will seek U.S. Bankruptcy Court approval of sale and auction procedures by late March. Under these proposed procedures, other potential buyers may submit alternative bids to Kodak and seek to establish the superiority of their alternative bid. Kodak is targeting completion of the sale process this spring.
  
  
• Tessera Technologies, Inc. (NASDAQ: TSRA) today announced that its wholly-owned subsidiary, DigitalOptics CorporationTM (DOC), has agreed to acquire certain assets of Vista Point Technologies, a Tier One qualified camera module manufacturing business, from Flextronics International Ltd. (NASDAQ: FLEX).
  
  DOC will pay approximately $23 million in cash, subject to certain adjustments and costs at closing, for certain assets of Flextronics’s camera module business located in Zhuhai, China, along with the equity interests of a wholly-owned foreign enterprise that will own those assets (together, the “Zhuhai Camera Module Business”). The transaction, which is expected to close in the third quarter, if not sooner, includes existing customer contracts and a lease to an approximately 135,000-square-foot facility. DOC anticipates that the business will have a capacity to manufacture approximately 50 million camera module units per year.
  
  
• Uranium Resources, Inc. (Nasdaq: URRE) has entered into a merger agreement to acquire 100% of the equity capital of Neutron Energy, Inc. in a stock-for-stock transaction.
  
  At the same time as the Transaction, an affiliate of Resource Capital Fund V L.P. (“RCF”) will provide $20 million that will be used to retire the majority of Neutron’s outstanding debt owed to RMB Australia Holdings Limited (“RMB”) in exchange for URI common stock. The remainder of Neutron debt owed to RMB will be converted into URI common stock, resulting in URI acquiring Neutron on a debt-free basis. A total of 37 million URI common shares will be issued for the merger, resulting in a total consideration of $38.1 million, based on URI’s closing stock price on February 24, 2012 of $1.03.
  
  URI has also entered into an investment agreement with RCF, pursuant to which RCF will provide an additional $10 million in funding to URI through the purchase of an additional 10.3 million URI shares within 10 days of the signing of the definitive agreement. At closing of the merger, URI, at its option, can receive an additional $5 million from RCF. The $10 million provided by RCF, as well as the optional $5 million available to URI, will be used for working capital and to advance the development of projects held by URI and Neutron.
  
  Under the terms of the transaction agreements with Neutron, RMB and RCF, the 37 million shares of URI common stock to be issued will be distributed as follows: 24.6 million URI shares to RCF; 8.4 million URI shares to RMB; 3.8 million URI shares to be distributed to current shareholders of Neutron; and 0.2 million URI shares to be used to satisfy certain obligations of Neutron. Upon completion of the acquisition and RCF’s initial $10 million private placement (excluding the optional $5 million RCF investment), URI will have 143.1 million shares outstanding.

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