Notable Mergers and Acquisitions of the Day 04/04: (VIAS)/(DDIC) (DDR) (NOOF)

• Viasystems Group, Inc. (Nasdaq: VIAS), and DDi Corp. (Nasdaq: DDIC) entered into a definitive merger agreement pursuant to which Viasystems will acquire DDi for $13.00 per share in cash, which represents a 20% premium to the volume weighted average price of DDi’s common stock over the last three months. The total transaction value is approximately $282 million, or $268 million net of DDi’s cash plus debt assumed.
  
  Based on the results for the twelve months ended December 31, 2011 for Viasystems and DDi, on a pro forma basis, the combined operation would have had approximately $1,320 million of revenue, and, excluding any cost synergies, pro forma Adjusted EBITDA would have been approximately $183 million. Viasystems expects the transaction to be immediately accretive to Adjusted EPS, even without the impact of anticipated cost synergies, which Viasystems expects to be at least $10 million annually, before income tax effects, and realizable within 6 months after closing. Adjusted EBITDA and Adjusted EPS are defined below.
  
  Following the closing of the transaction, the combined company will have approximately 15,650 employees and manufacturing floor space exceeding 4.3 million square feet in China and 1.0 million square feet in North America.
  
  The terms of the agreement were unanimously approved by the boards of directors of both Viasystems and DDi. The acquisition is subject to customary closing conditions, including the receipt of regulatory approvals and adoption of the merger agreement by DDi shareholders, and is expected to be completed late in the second quarter or early in the third quarter of calendar 2012. All members of DDi’s board of directors and certain members of management have agreed to vote a number of common shares representing approximately 23% of the outstanding shares of DDi in favor of the merger.
  
  The transaction is not subject to a financing condition as Viasystems has received a financing commitment from Goldman Sachs Bank USA, an affiliate of Wells Fargo Securities, LLC and Stifel Financial in connection with the acquisition. Stifel Nicolaus Weisel is acting as exclusive financial advisor and Jones Day is acting as legal counsel to Viasystems. Jefferies & Company and Mooreland Partners LLC are acting as financial advisors and Paul Hastings LLP is acting as legal counsel to DDi. Jefferies & Company has also provided a Fairness Opinion to the board of directors of DDi.
  
  
• DDR Corp. (NYSE: DDR) has acquired its joint venture partner's 50% ownership interest in two high quality prime power centers located in Portland, Oregon and Phoenix, Arizona for $70 million. The Company funded its entire $70 million investment with proceeds from the issuance of 4.8 million common shares through its at-the-market common equity program. At closing, $104 million of mortgage debt was repaid, and these prime shopping centers are now wholly owned by DDR and part of the Company's large and growing unencumbered asset pool.
  
  
• Late Tuesday, New Frontier Media, Inc. (Nasdaq: NOOF) announced that the Special Committee of the Board of Directors of New Frontier Media has retained Avondale Partners, LLC, a nationally recognized full service investment banking firm, as its financial advisor to examine and consider a broad range of strategic alternatives.
  
  The strategic review will evaluate the Company's current long-term business plan against a broad range of alternatives that have the potential to maximize shareholder value.
  
  The process to review strategic alternatives will be overseen by the Special Committee of independent directors that, as previously announced, is also evaluating the recent unsolicited non-binding acquisition proposals that were recently received by New Frontier Media. The Special Committee is also being assisted by its legal advisor, Alston & Bird LLP. New Frontier Media is being advised by Holland & Hart LLP.
  
  The Special Committee, working with its financial and legal advisors, intends to proceed in a timely and orderly manner to consider a broad range of possible strategic alternatives for New Frontier Media and their implications, but has not set a definite schedule for the completion of its evaluation.
  
  New Frontier Media cautions that there are no guarantees that the strategic alternative review process will result in a transaction or, if a transaction is approved by the New Frontier Media Board of Directors, whether the terms or timing of such a transaction will be approved by shareholders.

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