Notable Mergers and Acquisitions of the Day 04/19: (CVI) (WOLF)/(APO) (HGSI)/(GSK)

• CVR Energy, Inc. (NYSE: CVI), a refiner and marketer of petroleum fuels and a majority owner of CVR Partners, LP (NYSE: UAN), signed a transaction agreement with Carl C. Icahn and certain entities under his control that would permit Mr. Icahn to complete his tender offer for $30 in cash per share plus a "contingent cash payment" right (CCP), if he obtains a majority of the shares. The agreement also provides important protections for CVR Energy stockholders. The Board initiated negotiations with Mr. Icahn after CVR Energy stockholders recently indicated their support for a near-term transaction at $30 per share plus the CCP.
  
  The Board is not recommending that stockholders tender into Mr. Icahn's offer and continues to believe CVR Energy's potential long-term value exceeds $30 per share. But the Board also understands, based on the results of Mr. Icahn's tender offer on April 2, that many of the Company's stockholders may prefer to realize value in the near term and would consider the offer, as revised, an attractive near-term alternative. Accordingly, the Board has decided to permit CVR Energy stockholders to determine whether or not they wish to sell their shares at the price offered by Mr. Icahn.
  
  If a majority of shares (taking into account those already owned by Mr. Icahn) are not tendered into his offer, Mr. Icahn will terminate his offer and his pending proxy contest for control of the CVR Energy Board of Directors.
  
  
• Great Wolf Resorts, Inc. (Nasdaq: WOLF) received a committed offer from KSL Capital Partners to acquire Great Wolf for $7.25 per share in cash, subject to the terms and conditions of the merger agreement provided with the offer.
  
  The Great Wolf Board of Directors, in consultation with its independent financial and legal advisors, has determined that the KSL Offer constitutes a “Superior Proposal” under the terms of the Agreement and Plan of Merger, dated March 12, 2012, as amended on April 6, 2012 and as further amended on April 18, 2012, between Great Wolf and affiliates of Apollo Global Management (NYSE: APO).
  
  Deutsche Bank Securities Inc. is serving as financial advisor to the Company, and Paul, Weiss, Rifkind, Wharton & Garrison LLP and Young Conaway Stargatt & Taylor, LLP are serving as the Company’s legal advisors.
  
  
• GlaxoSmithKline plc (NYSE: GSK) made an offer to the Board of Directors of Human Genome Sciences (NASDAQ: HGSI) on 11^th April proposing to acquire all of the outstanding shares of HGS for $13.00 per share in cash, representing a 81 percent premium to yesterday's closing share price. The letter sent to HGS detailing the offer is attached below.
  
  Sir Andrew Witty, Chief Executive Officer of GSK, stated, "Having worked together with Human Genome Sciences for nearly 20 years, we believe there is clear strategic and financial logic to this combination for both companies and our respective shareholders - and that now is the appropriate time in the evolution of our relationship for our two companies to combine.
  
  "This offer reflects full and fair value for Human Genome Sciences and the synergies inherent in this combination. It also eliminates substantial execution risk for Human Genome Sciences shareholders and delivers immediate and certain value that is superior to what we believe Human Genome Sciences can reasonably expect to create as a standalone company.
  
  "The transaction is well aligned with our long-term strategy of delivering sustainable growth, simplifying GSK's business model, enhancing R&D returns and deploying our capital with discipline. GSK is uniquely positioned to realize the full value of Benlysta, albiglutide, darapladib and Human Genome Sciences's other assets for the benefit of physicians, patients and shareholders. Through complete ownership, we can simplify and optimize R&D, commercial and manufacturing operations to advance these products most effectively and efficiently while securing the full potential long-term value of the assets.
  
  "We also expect to achieve at least $200 million in cost synergies to be fully realized by 2015 and expect the transaction to be earnings-accretive beginning in 2013. The transaction meets GSK's strict financial criteria for acquisitions. GSK has also assessed the potential returns of this acquisition relative to its long-term share buyback program. As part of this ongoing program, GSK continues to expect to repurchase £1-2 billion in shares in 2012."
  
  Sir Andrew concluded, "We are disappointed that Human Genome Sciences has rejected our offer without discussion and are confident that our offer is in the best interest of shareholders of both companies."

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