Notable Mergers and Acquisitions of the Day 08/01: (TMK) (AIG)/(HIG) (CMCO) (OIIM)
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- Torchmark Corporation (NYSE: TMK) signed a definitive agreement to acquire Family Heritage Life Insurance Company of America ("Family Heritage"), a privately-held supplemental health insurance provider, for approximately $218.5 million, subject to closing adjustments. The transaction will be funded internally with cash from Torchmark's insurance subsidiaries and is expected to be immediately accretive to earnings per share with minimal impact, if any, on Torchmark's free cash flow available for stock repurchases or the RBC ratios of the insurance subsidiaries. The transaction is expected to close early in the fourth quarter of 2012.
Torchmark expects the transaction to add about one to three cents to net operating earnings per share in 2012 and approximately thirteen to seventeen cents per share in 2013.
Torchmark's financial advisor in the transaction is Wells Fargo Securities; Locke Lord LLP is serving as legal advisor to Torchmark. The financial advisor for the owners of Family Heritage is Willis Capital Markets & Advisory and Peter J. Solomon Company; Sidley Austin LLP is serving as their legal advisor.
- After the market closed Tuesday, American International Group, Inc. (NYSE: AIG) announced that its life and retirement business, SunAmerica Financial Group, Inc., has signed a definitive agreement with The Hartford Financial Services Group Inc. (NYSE: HIG) to acquire Woodbury Financial Services, Inc. Woodbury Financial is a leading independent broker-dealer.
Once the transaction is finalized, Woodbury Financial Services will become part of the SunAmerica Financial Group’s Advisor Group, one of the nation’s largest networks of independent broker-dealers. Woodbury Financial’s approximately 1,400 advisors complement Advisor Group’s network, which includes more than 4,800 independent financial advisors at SagePoint Financial, Royal Alliance Associates, and FSC Securities Corporation. Patrick H. McEvoy will continue to serve as Woodbury Financial’s President and Chief Executive Officer, reporting to Larry Roth, President and Chief Executive Officer of Advisor Group.
Roth noted the importance of the acquisition, stating, “Adding Woodbury Financial to our Advisor Group network sends a clear message that we are absolutely committed to the independent financial advisor business model. We will continue to invest in our advisors to help them grow their practices and better serve their clients.”
The transaction is expected to be finalized by the end of 2012, subject to required regulatory approvals and customary closing conditions. Located in Oakdale, MN, Woodbury Financial Services has more than 200 home office employees and nearly 1,400 independent representatives throughout the United States. The roots of Woodbury Financial date back to 1910, with Montana Life.
- Columbus McKinnon Corporation (Nasdaq: CMCO), reports the sale of its Gaffey division of Crane Equipment and Service Inc.
Gaffey is located in Cleveland, TX and primarily serves the South-Central United States. The Gaffey division contributed under $20 million of revenue to Columbus McKinnon in the fiscal year that ended March 31, 2012. The Company does not expect the transaction to have a material effect on its financial results in its fiscal 2013 second quarter, which ends September 30, 2012.
- O2Micro International Limited (Nasdaq: OIIM) will be exploring various strategic alternatives for its Intelligent E-Commerce Group, including the exploration of the separation of its E-Commerce business into a separate company through a joint venture or some other related transaction.
O2Micro's Intelligent E-Commerce Group has a strong history of innovation and technological leadership. The Intelligent E-Commerce Group has a product and patent portfolio of flash memory host adapter ICs for notebook PCs, including but not limited to the following interfaces, SD2.0, SD3.0, compact flash, SmartMedia and other standards.
O2Micro management, together with its financial and legal advisors, will explore several strategic alternatives related to its Intelligent E-Commerce business, including a joint venture in conjunction with another business partner. O2Micro expects that the process could be completed by the end of the year, or possibly first quarter of 2013.
There can be no assurance that any transaction regarding O2Micro's Intelligent E-Commerce Group will be pursued or completed. The Company does not intend to disclose developments with respect to the progress of this review process until such time as the O2Micro board of directors approves or completes such a transaction, or otherwise determines that further disclosure is appropriate.
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