Notable Mergers and Acquisitions of the Day 03/12: (ZOLL) (YOKU)/(TUDO) (PCBC) (JBLU)

• Asahi Kasei Corporation and ZOLL Medical Corporation (Nasdaq: ZOLL) jointly announced that Asahi Kasei, Japan’s leading diversified chemical manufacturer with businesses in the health care, chemicals & fibers, homes & construction materials, and electronics sectors, has entered into a definitive merger agreement with ZOLL, a manufacturer of resuscitation and critical care devices and related software solutions, pursuant to which Asahi Kasei will acquire ZOLL for approximately $2.21 billion. The transaction has been approved by the Boards of Directors of both companies.
  
  Asahi Kasei, through a U.S. subsidiary, will make a cash tender offer to purchase all of the outstanding shares of ZOLL common stock for $93 per share. The purchase price represents a premium of 29.6% over ZOLL’s volume weighted average closing stock price over the 30 trading day period ended March 9, 2012, and a 23.8% premium over the closing price on March 9, 2012. The tender offer is expected to commence within 10 business days and will remain open for a minimum of 20 business days. Closing of the tender offer is subject to customary conditions, including receipt of applicable regulatory clearances and the minimum tender of at least two-thirds of the outstanding shares of ZOLL (on a fully diluted basis). The transaction is not subject to a financing condition. The ZOLL Board of Directors has recommended that ZOLL stockholders accept the offer and tender their shares into the offer when it is made.
  
  The transaction is expected to close in Q212.
  
  Following the completion of the tender offer, Asahi Kasei intends to implement a second-step merger pursuant to which all remaining shares of ZOLL common stock not tendered in the offer will be converted into the right to receive the same cash price per share as in the offer. Upon completion of the merger, ZOLL will become a wholly owned subsidiary within the Asahi Kasei Group, managed by the current ZOLL management team and with all current business units and operations remaining intact. ZOLL will also be delisted from the NASDAQ stock exchange at that time.
  
  UBS Investment Bank is acting as financial advisor to Asahi Kasei and Cleary Gottlieb Steen & Hamilton LLP is acting as Asahi Kasei’s legal counsel. Brown Brothers Harriman is acting as financial advisor to ZOLL and Goodwin Procter LLP is acting as ZOLL’s legal counsel.
  
  
• Youku Inc. (NYSE: YOKU) and Tudou Holdings Limited (Nasdaq: TUDO) have signed a definitive agreement for Tudou to combine with Youku in a 100% stock-for-stock transaction. Under the terms of the agreement, each Class A ordinary share and Class B ordinary share of Tudou issued and outstanding immediately prior to the effective time of the merger will be cancelled in exchange for the right to receive 7.177 Class A ordinary shares of Youku, and each American depositary share of Tudou, each of which represents four Tudou Class B ordinary shares, will be cancelled in exchange for the right to receive 1.595 American depositary shares of Youku, each of which represents 18 Youku Class A ordinary shares resulting in Youku and Tudou shareholders and ADS holders owning approximately 71.5% and 28.5% of the combined entity, respectively, immediately upon completion of the transaction. Upon completion, the combined entity will be named Youku Tudou Inc. Youku's ADSs will continue to be listed on the NYSE under the symbol "YOKU."
  
  The strategic combination has been approved by both companies' boards of directors and is subject to customary closing conditions including shareholder approvals by Youku's and Tudou's shareholders. Shareholders of Youku and Tudou with representatives serving on the companies' respective boards of directors have committed to vote in favor of the strategic combination. The combination is expected to close in the third quarter of 2012.
  
  Goldman Sachs (Asia) L.L.C., Allen & Company LLC and China Renaissance Holdings Limited acted as financial advisers to Youku, and Skadden, Arps, Slate, Meagher & Flom LLP, TransAsia Lawyers and Conyers Dill & Pearman acted as legal advisers to Youku in connection with the transaction. Morgan Stanley Asia Limited acted as the lead financial adviser and Credit Suisse Securities (USA) LLC acted as the co-financial advisor to Tudou in connection with this transaction. Kirkland & Ellis LLP, Fangda Partners and Maples and Calder acted as legal advisers to Tudou.
  
  
• UnionBanCal Corporation entered into a definitive agreement to acquire Pacific Capital Bancorp (NASDAQ: PCBC) for $46 per share in cash.
  
  The acquisition, which requires approval from banking regulators and subject to other customary closing conditions, is expected to be completed in the fourth quarter of 2012. Following entry by the companies into the agreement, SB Acquisition Company LLC, the holder of approximately 75 percent of the outstanding shares of common stock of Pacific Capital Bancorp, delivered to Pacific Capital Bancorp its action by written consent adopting and approving the agreement.
  
  
• JetBlue Airways (Nasdaq: JBLU) may be looking to increase its exposure in Ireland ahead of St. Patty's Day.
  
  According to Reuters, citing the Irish Times, JetBlue may be in talks with Aer Lingus management about acquiring a possible stake in the Irish airline giant. The news comes as the Irish government is considering selling its 25 percent stake in the airline, according to Reuters.
  
  Currently, Ireland's stake in Aer Lingus is valued at about $150 million.
  
  The two airlines have been in a sales agreement since 2008 and JetBlue is said to be Aer Lingus preferred service partner due to the similarities of their low-cost structures.

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