Notable Mergers and Acquisitions of the Day 03/26: (COMV) (FFI) (SJM) (ING)

• Comverge, Inc. (Nasdaq: COMV) entered into an agreement to be acquired by Peak Merger Corp., an affiliate of H.I.G. Capital, LLC, a leading global private investment firm, for $1.75 per share in cash, or approximately $49 million in equity value.
  
  The offer price represents a premium of approximately 18 percent over Comverge's average closing price of $1.48 over the last 30 days. The H.I.G. Capital offer is not subject to a financing condition. Affiliates of H.I.G. Capital will provide debt financing to Comverge in the amount of $12.0 million, which is not contingent on the closing of the acquisition by H.I.G. Capital.
  
  Acting upon the unanimous recommendation of the Strategy Committee of the Board, which is comprised entirely of independent directors, the Comverge Board of Directors has approved the definitive agreement.
  
  Pursuant to the definitive agreement, Comverge is permitted to solicit alternative proposals from third parties during a go-shop period of 30 days following the date of the definitive agreement, with the potential for a 10 day extension. There can be no assurance that the solicitation of alternative proposals will result in Comverge receiving a superior proposal from a third party, or that if the Company does receive an alternative proposal that is a superior proposal, that a transaction relating to the superior proposal will be completed. J.P. Morgan, which has acted as the Company's financial advisor over the last 18months regarding financing and strategic alternatives, will advise the Company during the go-shop period. Comverge does not anticipate that it will disclose any developments with regard to this go-shop process unless the Company's Board of Directors makes a decision with respect to a potential superior proposal.
  
  
• The board of directors of Fortune Industries, Inc. (AMEX: FFI) announced that it had entered into a management buyout transaction with CEP, Inc., a holding company owned by a management-led group including Fortune Industries' Chief Executive Officer Tena Mayberry and Chief Financial Officer Randy Butler. Under the management of Mayberry and Butler for the past three years, Fortune Industries has successfully shifted its focus from a diversified holding company to a pure-play, market-leading professional employer organization (PEO) with $30 million in assets and clients located in 47 states.
  
  The post-merger company will continue to be known as Fortune Industries, Inc., and all of its subsidiaries and divisions across the United States will continue their regular business before and after the transaction.
  
  Under the terms of the transaction approved by the board, the majority shareholder and chairman of Fortune Industries, Carter M. Fortune, will sell to CEP all of his Series C Preferred shares, which will be converted to common stock and contributed to CEP immediately prior to the merger. Upon completion of this conversion, total outstanding common stock of the company is expected to exceed 50,000,000 shares.
  
  Shareholders of Fortune Industries who own 501 or more shares (including CEP) will receive an equivalent number of shares in the post-merger company. Shareholders who own 500 shares or less will receive $0.61 per share when the merger closes, which represents a 22 percent premium over the 200-day moving average share price as of March 20, 2012. Senior management will become the majority shareholder of Fortune Industries, and Mr. Fortune will retain a 20 percent minority stake of CEP.
  
  
• The J. M. Smucker Company (NYSE: SJM) acquired a non-controlling minority interest in Guilin Seamild Biologic Technology Development Co., Ltd. (“Seamild”), a privately owned manufacturer and marketer of oats products headquartered in Guilin in the Guangxi province of China, for approximately $35 million.
  
  Seamild’s product portfolio, primarily consisting of oatmeal sold under the leading Seamild® brand, is distributed in retail channels throughout China. Seamild operates two manufacturing facilities, both located in southern China. A third facility, currently under construction in northern China, is expected to begin production in late summer 2012. The transaction is not expected to have a material impact on Smucker’s earnings in fiscal 2012 or on a full year basis. Smucker will account for this investment under the equity method of accounting.
  
  
• Fresh off of a $6.3 billion asset sale to Capital One (NYSE: COF), ING Groep N.V. (NYSE: ING) is on to the next deal.
  
  Reports out Monday hint at ING looking to sell its Asian insurance business in a deal value at up to $7 billion (Bloomberg has $7 while the WSJ says $6 billion might fly).
  
  Companies possibly submitting some bids include MetLife (NYSE: MET), AIA Group Ltd., Prudential Financial Inc. (NYSE: PRU), KB Financial Group Inc. (NYSE: KB) and Manulife Financial Corp. (NYSE: MFC), according to Bloomberg.
  
  The move comes as ING is being required to divest all of its insurance ops by 2013 in order to get state aid from the European Union.
  
  ING is said to be aiming for a sale of the whole unit rather than breaking it up into smaller bits. However, one source cited by Bloomberg said ING might consider a separate sale of its Korean unit.
  
  Adisiors being hired by MetLife, Prudential, and others include BofA/Merrill Lynch (NYSE: BAC), Citigroup (NYSE: C), and Credit Suisse (NYSE: CS).
  
  ING is indicated higher Monday morning, as is MetLife, and several other financial names.

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