Notable Mergers and Acquisitions of the Day 09/11: (C)/(MS) (KEYW) (OLBK)/(WSB) (NOK)

• Morgan Stanley (NYSE: MS) and Citigroup (NYSE: C) announced that they have reached agreement for Morgan Stanley to purchase Citi’s 14 percent stake in Morgan Stanley Smith Barney Holdings LLC (MSSB), together with the transfer of approximately $5.5 billion of deposits at no premium, at an implied 100 percent valuation of $13.5 billion.
  
  In addition, subject to obtaining the required regulatory approval, Morgan Stanley and Citi have reached agreement with respect to the purchase of Citi’s remaining 35 percent stake in MSSB, inclusive of related deposits of approximately $48 billion, no later than June 1, 2015 at the same implied $13.5 billion valuation. Morgan Stanley has agreed to acquire the next 15 percent stake in MSSB from Citi by June 1, 2013, subject to regulatory approval. The related deposit transfers will be at no premium.
  
  
• KEYW Holding Corporation (Nasdaq: KEYW) entered into a definitive agreement to acquire Annapolis Junction, Maryland-based Poole & Associates, Inc. (Poole), a highly respected, mission-centric provider of systems and software engineering services to the U.S. Intelligence Community.
  
  Under the terms of the agreement, KEYW will pay $116 million in cash and $10 million of KEYW stock. KEYW will acquire Poole & Associates free of debt. KEYW has entered into a commitment letter with Royal Bank of Canada and RBC Capital Markets providing for up to $225 million of senior secured credit facilities to finance the Poole acquisition, refinance existing debt and fund working capital requirements. The new facilities would replace KEYW's existing senior credit facility.
  
  Poole generated $24.8 million in revenue and expects to generate more than $35 million in revenue in the second half of 2012.
  
  
• Old Line Bancshares, Inc. (Nasdaq: OLBK), the parent company of Old Line Bank, and WSB Holdings, Inc. (Nasdaq: WSB), the parent company of The Washington Savings Bank, F.S.B., jointly announced the execution of a definitive merger agreement that provides for the acquisition of WSB Holdings, Inc. by Old Line Bancshares, Inc. for approximately $49 million, or approximately $6.12 per share, in cash and stock, subject to adjustment.
  
  Old Line Bancshares, with assets of $846 million and nineteen banking locations, and WSB Holdings, with assets of $374 million and five banking locations, both serve the greater Washington DC area as well as southern Maryland and Anne Arundel County. The combination will create a $1.2 billion banking institution serving the largest, healthiest and fastest growing market in the nation.
  
  Pursuant to the terms of the Merger Agreement, WSB Holdings, Inc. will be merged with and into Old Line Bancshares, Inc., with Old Line Bancshares, Inc. surviving the merger. Immediately after the Merger, The Washington Savings Bank, F.S.B. will merge with and into Old Line Bank, with Old Line Bank being the surviving bank. The Merger, anticipated to close in the second quarter of 2013, is expected to be accretive to Old Line Bancshares, Inc.'s earnings within three quarters of closing.
  
  
• Nokia Siemens -- the joint venture between Nokia (NYSE: NOK) and Siemens AG (NYSE: SI) -- may be in discussions with several parties over the sale of its business support systems (BSS) unit, according to CEO Rajeev Suri said Tuesday in India.
  
  Suri has said that about six divestment have already taken place, all being non-core to mobile broadband or profitability not meeting expectations.
  
  Nokia Siemens' restructuring is on track, noted Suri, with the effort about six weeks ahead of schedule.
  
  Overall, Suri thinks spending by U.S. telecoms will be flat in 2012, with some rebound in investments during the second-half of the year.

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