Notable Mergers and Acquisitions of the Day 04/29: (CPTS) (SINA) (WRLS) (SWN)/(CHK) (OMG)
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* Conceptus, Inc. (Nasdaq: CPTS) has signed a definitive merger agreement with Bayer HealthCare LLC, Leverkusen, Germany.
With this acquisition, Bayer will be able to offer a complete range of short-term, long-term and permanent contraceptive choices for women. Within the next ten business days, Bayer will launch a public tender offer to acquire all shares of common stock of Conceptus, Inc. The transaction values Conceptus, Inc. at approx. US$1.1 billion (approx. €852 million) representing US$31.00 per share in cash. Closing is subject to customary conditions, in particular anti-trust approval in the U.S., and is expected by mid-year 2013.
Conceptus' flagship product is the Essure procedure. Approved by the U.S. Food and Drug Administration in 2002, Essure® is the only surgery-free and hormone-free permanent birth control method that can be performed in the comfort of a physician's office in less than 10 minutes without the risks associated with general anesthesia or tubal ligation. The Essure® procedure is 99.8% effective based on five years of follow up with zero pregnancies reported in clinical trials, making it one of the most effective permanent birth control options available. Over 700,000 women worldwide have undergone the procedure.
Conceptus, Inc. generated net sales of US$141 million (approx. €110 million) for its fiscal year 2012. Adjusted EBITDA for 2012 was $28.2 million (approx. €22.0 million). Headquartered in Mountain View, California, the company employs approx. 300 people.
* SINA Corporation (Nasdaq: SINA) has reached an agreement on a strategic alliance between several entities affiliated with SINA, including PRC subsidiaries of Weibo Corporation ("Weibo"), and several entities affiliated with Alibaba Group ("Alibaba"), including Taobao (China) Software Co., Ltd. and Zhejiang Tmall.com Technology Co., Ltd., to jointly explore social commerce and develop innovative marketing solutions to enable merchants on Alibaba e-commerce platforms to better connect and build relationships with Weibo users.
The two companies will cooperate in the areas of user account connectivity, data exchange, online payment and online marketing, among other things, and will explore new business models for social commerce based on the interactions of the hundreds of millions of users on Weibo and on Alibaba's e-commerce platforms. The strategic alliance is expected to generate approximately $380 million in advertising and social commerce services revenues in aggregate for Weibo over the next three years.
Separately, the Company announced that Alibaba, through a wholly owned subsidiary, has invested $586 million to purchase preferred and ordinary shares representing approximately 18% of Weibo on a fully-diluted basis. SINA has also granted an option to Alibaba to enable Alibaba to increase its ownership in Weibo to 30% on a fully-diluted basis at a mutually agreed valuation within a certain period of time in the future.
* Telular Corporation (Nasdaq: WRLS) and Avista Capital Partners jointly announced that they have entered into a definitive agreement providing for the acquisition of Telular for $12.61 per share net in cash and approximately $18.5 million in assumed net debt, or approximately $253 million in total consideration. The purchase price represents a 31% premium to the closing share price on April 26, 2013, the last full trading day before today's announcement, and a 27% premium to the 60-day average share price. The proposed acquisition has fully committed financing and is currently expected to close within 50-75 days.
Under the terms of the definitive agreement, an entity controlled by Avista will promptly commence a tender offer to purchase any or all of the outstanding shares of Telular common stock for $12.61 net in cash. The closing of the tender offer is subject to customary terms and conditions, including the tender of at least two-thirds of Telular's outstanding shares of common stock, the expiration or termination of the waiting period under the Hart Scott Rodino Antitrust Improvement Act of 1976, and the receipt of any applicable consents or approvals from the Federal Communications Commission.
The definitive agreement also provides for the parties to effect, subject to customary conditions, a "short-form" merger without a meeting of Telular's shareholders immediately following the completion of the tender offer, which merger would result in all shares not tendered being converted into the right to receive $12.61 per share net in cash, without interest.
The Board of Directors of Telular has unanimously approved the proposed acquisition by Avista and recommends that Telular shareholders tender their shares in the forthcoming tender offer. Mr. Beatty will remain as president and CEO until the closing of the proposed acquisition.
Under the definitive agreement, Telular may solicit superior proposals from third parties through May 29, 2013. It is not anticipated that any developments will be disclosed with regard to this process unless Telular's Board of Directors makes a decision with respect to a potential superior proposal. There are no guarantees that this process will result in any superior proposal being made or accepted by Telular's Board of Directors.
Telular plans to release its fiscal second quarter earnings after the market closes on Thursday, May 2, 2013 and will not hold a conference call to discuss earnings given the announced sale of the company. Furthermore, under the terms of the definitive agreement, the Telular Board of Directors is prohibited from declaring any dividends prior to the closing of the proposed acquisition.
Oppenheimer & Co. Inc. is acting as exclusive financial advisor and Kelley Drye & Warren LLP and Covington & Burling LLP are acting as legal advisors to Telular. Kirkland & Ellis LLP is serving as legal advisor to Avista. SunTrust Robinson Humphrey, Inc. is acting as financial advisor to Avista and has provided the debt financing commitment for the acquisition.
* Southwestern Energy Company (NYSE: SWN) today announced that it has signed a definitive purchase agreement to acquire natural gas properties located in Pennsylvania prospective for the Marcellus Shale from Chesapeake Energy Corporation (NYSE: CHK) and its partners for approximately $93 million, subject to closing conditions. Upon closing, Southwestern intends to use its revolving credit facility to finance the acquisition. The company anticipates the acquisition to close on or around May 15, 2013.
* OM Group, Inc. (NYSE: OMG) announced today it has signed definitive agreements to sell its Ultra Pure Chemicals (UPC) subsidiaries located in the United States, England and Singapore, and has simultaneously offered to sell its Ultra Pure Chemicals subsidiary located in France, to KMG Chemicals, Inc. (NYSE: KMG) for a combined price of $60 million in cash. The sale is expected to close before the end of June 2013, subject to customary closing conditions and regulatory approvals.
The UPC subsidiaries, which are included in the Company's Specialty Chemicals segment and had net sales in 2012 of $94 million, produce and supply unique ultra pure chemical solutions to the semiconductor and microelectronics industries in Europe, Asia and the United States.
To keep up on all the Mergers & Acquisitions data in real-time, go to our new M&A Insider page.
With this acquisition, Bayer will be able to offer a complete range of short-term, long-term and permanent contraceptive choices for women. Within the next ten business days, Bayer will launch a public tender offer to acquire all shares of common stock of Conceptus, Inc. The transaction values Conceptus, Inc. at approx. US$1.1 billion (approx. €852 million) representing US$31.00 per share in cash. Closing is subject to customary conditions, in particular anti-trust approval in the U.S., and is expected by mid-year 2013.
Conceptus' flagship product is the Essure procedure. Approved by the U.S. Food and Drug Administration in 2002, Essure® is the only surgery-free and hormone-free permanent birth control method that can be performed in the comfort of a physician's office in less than 10 minutes without the risks associated with general anesthesia or tubal ligation. The Essure® procedure is 99.8% effective based on five years of follow up with zero pregnancies reported in clinical trials, making it one of the most effective permanent birth control options available. Over 700,000 women worldwide have undergone the procedure.
Conceptus, Inc. generated net sales of US$141 million (approx. €110 million) for its fiscal year 2012. Adjusted EBITDA for 2012 was $28.2 million (approx. €22.0 million). Headquartered in Mountain View, California, the company employs approx. 300 people.
* SINA Corporation (Nasdaq: SINA) has reached an agreement on a strategic alliance between several entities affiliated with SINA, including PRC subsidiaries of Weibo Corporation ("Weibo"), and several entities affiliated with Alibaba Group ("Alibaba"), including Taobao (China) Software Co., Ltd. and Zhejiang Tmall.com Technology Co., Ltd., to jointly explore social commerce and develop innovative marketing solutions to enable merchants on Alibaba e-commerce platforms to better connect and build relationships with Weibo users.
The two companies will cooperate in the areas of user account connectivity, data exchange, online payment and online marketing, among other things, and will explore new business models for social commerce based on the interactions of the hundreds of millions of users on Weibo and on Alibaba's e-commerce platforms. The strategic alliance is expected to generate approximately $380 million in advertising and social commerce services revenues in aggregate for Weibo over the next three years.
Separately, the Company announced that Alibaba, through a wholly owned subsidiary, has invested $586 million to purchase preferred and ordinary shares representing approximately 18% of Weibo on a fully-diluted basis. SINA has also granted an option to Alibaba to enable Alibaba to increase its ownership in Weibo to 30% on a fully-diluted basis at a mutually agreed valuation within a certain period of time in the future.
* Telular Corporation (Nasdaq: WRLS) and Avista Capital Partners jointly announced that they have entered into a definitive agreement providing for the acquisition of Telular for $12.61 per share net in cash and approximately $18.5 million in assumed net debt, or approximately $253 million in total consideration. The purchase price represents a 31% premium to the closing share price on April 26, 2013, the last full trading day before today's announcement, and a 27% premium to the 60-day average share price. The proposed acquisition has fully committed financing and is currently expected to close within 50-75 days.
Under the terms of the definitive agreement, an entity controlled by Avista will promptly commence a tender offer to purchase any or all of the outstanding shares of Telular common stock for $12.61 net in cash. The closing of the tender offer is subject to customary terms and conditions, including the tender of at least two-thirds of Telular's outstanding shares of common stock, the expiration or termination of the waiting period under the Hart Scott Rodino Antitrust Improvement Act of 1976, and the receipt of any applicable consents or approvals from the Federal Communications Commission.
The definitive agreement also provides for the parties to effect, subject to customary conditions, a "short-form" merger without a meeting of Telular's shareholders immediately following the completion of the tender offer, which merger would result in all shares not tendered being converted into the right to receive $12.61 per share net in cash, without interest.
The Board of Directors of Telular has unanimously approved the proposed acquisition by Avista and recommends that Telular shareholders tender their shares in the forthcoming tender offer. Mr. Beatty will remain as president and CEO until the closing of the proposed acquisition.
Under the definitive agreement, Telular may solicit superior proposals from third parties through May 29, 2013. It is not anticipated that any developments will be disclosed with regard to this process unless Telular's Board of Directors makes a decision with respect to a potential superior proposal. There are no guarantees that this process will result in any superior proposal being made or accepted by Telular's Board of Directors.
Telular plans to release its fiscal second quarter earnings after the market closes on Thursday, May 2, 2013 and will not hold a conference call to discuss earnings given the announced sale of the company. Furthermore, under the terms of the definitive agreement, the Telular Board of Directors is prohibited from declaring any dividends prior to the closing of the proposed acquisition.
Oppenheimer & Co. Inc. is acting as exclusive financial advisor and Kelley Drye & Warren LLP and Covington & Burling LLP are acting as legal advisors to Telular. Kirkland & Ellis LLP is serving as legal advisor to Avista. SunTrust Robinson Humphrey, Inc. is acting as financial advisor to Avista and has provided the debt financing commitment for the acquisition.
* Southwestern Energy Company (NYSE: SWN) today announced that it has signed a definitive purchase agreement to acquire natural gas properties located in Pennsylvania prospective for the Marcellus Shale from Chesapeake Energy Corporation (NYSE: CHK) and its partners for approximately $93 million, subject to closing conditions. Upon closing, Southwestern intends to use its revolving credit facility to finance the acquisition. The company anticipates the acquisition to close on or around May 15, 2013.
* OM Group, Inc. (NYSE: OMG) announced today it has signed definitive agreements to sell its Ultra Pure Chemicals (UPC) subsidiaries located in the United States, England and Singapore, and has simultaneously offered to sell its Ultra Pure Chemicals subsidiary located in France, to KMG Chemicals, Inc. (NYSE: KMG) for a combined price of $60 million in cash. The sale is expected to close before the end of June 2013, subject to customary closing conditions and regulatory approvals.
The UPC subsidiaries, which are included in the Company's Specialty Chemicals segment and had net sales in 2012 of $94 million, produce and supply unique ultra pure chemical solutions to the semiconductor and microelectronics industries in Europe, Asia and the United States.
To keep up on all the Mergers & Acquisitions data in real-time, go to our new M&A Insider page.
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