Notable Mergers and Acquisitions of the Day 04/17: (IBM) (GRPN) (SRSL) (SGTI)

• IBM (NYSE: IBM), and Toshiba TEC Corporation entered a definitive agreement under which Toshiba TEC will acquire IBM's Retail Store Solutions (RSS) business, which offers retail point-of-sale solutions worldwide. Upon completion of the transaction, Toshiba TEC would become the world's foremost retail point- of-sale systems company, offering hardware, software and integrated in-store solutions, and will team with IBM to bring the Smarter Commerce experience to retailers and their customers worldwide.
  
  The purchase price is approximately US$850M (JPY: 68B).
  
  As part of the transaction, Toshiba TEC will enter into a multi-year agreement with IBM in which Toshiba TEC will become an IBM Premier Business Partner for Smarter Commerce. This agreement will help ensure that IBM's portfolio of enterprise-level Smarter Commerce solutions and services, which extend from the corporate data center to the local retail store, and Toshiba TEC's customer-facing retail store point-of-sale (POS) solutions are available to customers worldwide to meet the growing demand for multi-channel commerce.
  
  It is expected that upon completion of the deal, Toshiba TEC, a subsidiary of Toshiba Corporation, will acquire RSS's overall business operation functions globally, including development, sales and related in-store maintenance. Toshiba TEC's retail store point-of-sale solutions operation will benefit from a worldwide distribution and sales network, enhanced product and solution selection for customers and decades of innovation by both companies.
  
  The transaction is expected to close late in the second quarter or early in the third quarter of 2012 subject to the satisfaction of regulatory requirements and customary closing conditions. Subsequent closings will occur subject to similar conditions, local agreements and the information and consultation process in applicable countries.
  
  
• Groupon (Nasdaq: GRPN) has acquired Ditto.me, according to a blog post from the company. Financial terms of the deal were not disclosed.
  
  The company "makes it easy to get recommendations about restaurants, movies and things to do. Download the app, and start Dittoing!"
  
  From the blog post: "We can’t reveal what we’ll be working on at Groupon but we are excited to give it 100% – to enable this, we’ll be winding down Ditto. On April 30th we’ll switch off the service and remove the app from Apple’s and Nokia’s stores. We think you’ll love what we and Groupon dream up next."
  
  
• DTS, Inc. (Nasdaq: DTSI), and SRS Labs, Inc. (Nasdaq: SRSL) entered into a definitive agreement under which DTS will acquire all outstanding shares of SRS Labs in a cash-and-stock transaction valued at $9.50 per share, or a total of approximately $148 million in aggregate equity value, including acquired net cash of approximately $38 million as of December 31, 2011. The consideration represents a premium of 38% per share over SRS Labs’ stock price as of the close of trading on April 16, 2012. Under the terms of the agreement, the cash and stock components will each equal 50% of the aggregate consideration paid by DTS for SRS Labs’ outstanding shares. The DTS common stock to be issued in the transaction was valued at $30.52 per share, the closing price per share of DTS common stock on April 12, 2012. All SRS Labs options and restricted stock units will fully vest immediately prior to and be canceled upon the closing of the transaction, and the holders thereof will be entitled to receive the $9.50 price per share (less the exercise price of any option) payable in cash.
  
  The transaction combines two highly complementary product and technology portfolios, bringing together DTS’ suite of audio solutions and SRS Labs’ range of audio processing technologies. Through the transaction, DTS will expand its already sizeable portfolio of audio-related intellectual property, creating one of the broadest in the industry with over 1,000 registered and pending patents and trademarks. The combination accelerates DTS’ strategy to provide customers with a best-in-class, comprehensive integrated suite of audio solutions ranging from voice processing through audio rendering, and from low bit rate applications to high-quality lossless audio delivery. The combination is anticipated to fast-track DTS’ expansion in the rapidly growing markets for mobile and other network-connected devices, while significant operating, customer and licensing cost efficiencies are expected to be realized.
  
  
• Shengtai Pharmaceutical, Inc. (OTCBB: SGTI) has received a preliminary, non-binding proposal from its Chairman and Chief Executive Officer, Mr. Qingtai Liu ("Mr. Liu"), which stated that Mr. Liu intends to acquire all of the outstanding shares of the Company's common stock not currently owned by him and his affiliates in a going private transaction at a proposed price of $1.65 per share in cash. According to the proposal letter, the acquisition is intended to be financed with a combination of debt financing and equity financing. Mr. Liu and his affiliates currently beneficially own approximately 40.5% of the Company's common stock.

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