Notable Mergers and Acquisitions of the Day 11/29: (CSL)/(BDC) (NCR)/(RTLX) (BELFA)/(TEL)

• Carlisle Companies Incorporated (NYSE: CSL) announced the signing of a definitive agreement to acquire the Thermax-Raydex business, a leading global supplier of high-performance hook-up, data and coaxial wire and cable for mission-critical applications for commercial aerospace, defense and industrial customers. The Thermax-Raydex business is a unit of Belden, Inc. of St. Louis, Missouri. The transaction is structured as a purchase of the assets of Thermax and the stock of Raydex/CDT Limited, a wholly-owned subsidiary of Belden (NYSE: BDC), both for a combined enterprise value of $265 million. The transaction is subject to customary closing conditions, including regulatory clearance, and is expected to close by December 31, 2012. The acquisition is expected to be accretive to Carlisle in the first year.
  
  With annual sales of approximately $112 million, Thermax-Raydex has manufacturing facilities in Nogales, Mexico, Littleborough, UK and Fountain Valley, California. The company is a supplier to the world’s leading aerospace, avionics and electronics companies. Thermax-Raydex designs, manufactures and sells customized, high-reliability wire and cable for transmission of data and power on aircraft and defense platforms, as well as in high-end industrial equipment. The business will operate as part of Carlisle Interconnect Technologies, a global provider of specialty wire and cable and interconnect components for commercial and military aircraft, avionics systems, in-flight entertainment and communications systems.
  
  
• After the market closed Wednesday, NCR Corporation (NYSE: NCR) entered a definitive agreement to acquire Retalix Ltd. (Nasdaq: RTLX) for a cash purchase price of $30 per Retalix share, implying a transaction value of approximately $650 million.
  
  The addition of Retalix will strengthen NCR’s global leadership position in the retail industry, and builds upon its successful integration of Radiant Systems into the NCR portfolio of solutions.
  
  NCR also expects to use Retalix’s software to accelerate the development of NCR’s enterprise software platform, creating new software modules that can be used across the retail industry and leveraged across NCR’s financial, travel and hospitality industries on a global scale.
  
  Under the terms of the agreement, Retalix will merge with a subsidiary of NCR, and Retalix shareholders will receive $30.00 in cash per share of Retalix common stock. The transaction will be financed through a combination of cash and debt, and is expected to be accretive to NCR’s Non-GAAP earnings for 2013.
  
  The transaction, which is expected to be completed in the first quarter of 2013, is subject to, among other things, approval by Retalix Ltd. shareholders, the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the satisfaction of other regulatory requirements and customary closing conditions. NCR has entered into voting agreements with Alpha Group and Ronex, the two largest Retalix Ltd. shareholders who hold approximately 38% of Retalix’s outstanding shares.
  
  Earlier rumors had shares of Retalix Ltd. trading up 34.7 percent before being halted. NCR was also halted late in the session.
  
  
• Bel Fuse, Inc. (Nasdaq: BELFA) has signed a definitive agreement to acquire the Transpower magnetics business of TE Connectivity (NYSE: TEL).
  
  Bel will pay approximately $22.4 million in cash to acquire the business, which had trailing twelve month revenue of approximately $75 million. The acquisition is expected to be immediately accretive to Bel's earnings. The transaction is expected to be completed in the first quarter of 2013.
  
  Houlihan Lokey and Stephens Inc. acted as financial advisors to Bel in this transaction.

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