Notable Mergers and Acquisitions of the Day 06/10: (IHS) (AZN) (UBSH)/(STEL) (TRV) (GDOT)
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* IHS Inc. (NYSE: IHS) signed a definitive agreement to acquire R.L. Polk & Co., a recognized leader in providing automotive information and analytics solutions. The $1.4 billion transaction will be funded with 10 percent equity and the remainder with cash on hand, cash from an existing revolver and a new bank term loan. The acquisition is subject to customary closing conditions, including expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976.
R.L. Polk consists of two divisions – Polk and CARFAX – that provide actionable market intelligence, powerful tools and analytics and extensive vehicle history data. For nearly a century, the company has synthesized the fragmented big data “exhaust” of the automotive industry into meaningful, insightful, reliable and intuitive offerings to stakeholders across the value chain:
* Polk provides mission-critical market data, analysis and tools for the entire automotive ecosystem. This division enables automotive business customers to improve, predict, analyze and measure performance.
* CARFAX provides consumers and automotive dealers with vehicle history information to enhance used vehicle purchase and sales decisions. This division is the primary source of vehicle history information for cars operating in the U.S. and Canada.
The products and services offered by R.L. Polk, Key said, are “complementary to existing IHS Automotive solutions and open up large adjacent markets.” The acquisition, he said, would also provide IHS with a high-growth U.S. asset, CARFAX, that can be replicated in other geographies to take advantage of the expected high growth in worldwide used car markets.
M. Klein and Company acted as strategic and financial advisor to IHS in this transaction.
* AstraZeneca (NYSE: AZN) has entered into a definitive agreement to acquire Pearl Therapeutics, a privately held company based in Redwood City, California, focused on the development of inhaled small-molecule therapeutics for respiratory disease.
The acquisition will give AstraZeneca access to a potential new treatment for chronic obstructive pulmonary disease (COPD), currently in late-stage development, and inhaler and formulation technology that provides a platform for future combination products.
Pearl’s lead product, PT003, is a fixed dose combination of formoterol fumarate, a long-acting beta-2-agonist (LABA) and glycopyrrolate, a long-acting muscarinic antagonist (LAMA). LABA/LAMA combinations are expected to become an important new class of treatment for COPD. A global Phase III programme has been initiated and will test the improvement in lung function in individuals with moderate to severe COPD in response to PT003. PT003 is delivered by inhalation via a pressurised metered dose inhaler (pMDI) using Pearl’s novel co-suspension formulation technology. This technology platform will allow AstraZeneca to explore combinations of existing and novel technologies, including a triple fixed dose combination (LABA/LAMA and inhaled corticosteroid) which could be accelerated into Phase II clinical development.
Under the terms of the agreement, AstraZeneca will acquire 100% of Pearl’s shares for initial consideration of $560 million payable on completion. In addition, deferred consideration of up to $450 million becomes payable if specified development and regulatory milestones in respect of any triple combination therapies and selected future products that AstraZeneca develops using Pearl’s technology platform are achieved. Sales-related payments of up to a further $140 million are payable if pre-agreed cumulative sales thresholds are exceeded resulting in a total potential acquisition cost of up to $1.15 billion. The proposed transaction is subject to customary regulatory approvals and is expected to close in the third quarter of 2013.
The acquisition of Pearl Therapeutics has no impact on AstraZeneca’s financial guidance for 2013.
* Union First Market Bankshares Corporation (Nasdaq: UBSH) (or "Union") and StellarOne Corporation (Nasdaq: STEL) (or "StellarOne") today announced the signing of a definitive merger agreement, pursuant to which Union will acquire StellarOne, creating the largest community banking institution in the Commonwealth of Virginia.
Based on financials reported on March 31, 2013, the combined companies would have total assets of $7.1 billion, deposits of $5.8 billion and loans of $5.2 billion. Union will operate in all major Virginia markets, deepening its presence in its current footprint and expanding in key trade areas and, on a pro forma basis, will have the fifth largest branch network in Virginia. The company will retain the Union name and corporate headquarters will remain in Richmond.
Union's current executive management, led by Beale, will form the core of the company's leadership team. The Union Board of Directors will expand to 19 members, and will be comprised of 11 members from the current Union Board and eight members from the StellarOne Board. Current StellarOne Chairman Raymond D. Smoot, Jr. will serve as Chairman of the combined company and current Union Chairman Ronald L. Hicks will serve as Vice Chairman. Barham will retire as previously announced, with his retirement effective upon closing of the merger.
Under the terms of the agreement, common shareholders of StellarOne will receive 0.9739 shares of Union common stock for each share of StellarOne. This implies a deal value per share of $19.50 or approximately $445.1 million in the aggregate based on Union's closing stock price of $20.02 on June 7, 2013.
In consideration of the merger, extensive due diligence was performed by both companies over a four-week period. Under the proposed terms, the transaction is expected to be accretive to Union's earnings per share in 2014 and thereafter. Further it is anticipated that the transaction will be immediately accretive to Union's capital ratios and result in capital levels well in excess of regulatory minimums.
The merger agreement has been unanimously approved by the board of directors of each company. The companies expect to consummate the transaction on or around January 1, 2014, subject to customary closing conditions, including regulatory and shareholder approvals.
Keefe, Bruyette and Woods, Inc. acted as financial advisor to Union and LeClairRyan, A Professional Corporation acted as its legal advisor in the transaction. Raymond James & Associates acted as financial advisor to StellarOne and Troutman Sanders LLP acted as its legal advisor.
* The Travelers Companies, Inc. (NYSE: TRV) today announced that it has agreed to acquire The Dominion of Canada General Insurance Company from E-L Financial Corporation Limited for approximately $1.1 billion in cash, subject to adjustment. The Dominion and Travelers’ Canadian operations will be integrated and the combined organization will remain headquartered in Toronto.
The transaction is expected to close in the fourth quarter of 2013, subject to regulatory approvals and other customary closing conditions. Travelers will fund the transaction, subject to market conditions, through a combination of debt and/or preferred stock financing and internal resources. Based on this financing plan, the company does not believe that the transaction will have a significant impact on anticipated share repurchases for 2013 or 2014.
Skadden, Arps, Slate, Meagher & Flom LLP and Gowling Lafleur Henderson LLP served as legal advisors to Travelers.
* On June 7, 2013, GE Capital Retail Bank and Green Dot Bank, the subsidiary bank of Green Dot Corporation (NYSE: GDOT), entered into an Agreement to Purchase Assets and Assume Liabilities.
Pursuant to the Agreement, Green Dot Bank has agreed to acquire from GE Bank the reloadable prepaid cards (“Cards”) bearing the marks of Walmart (NYSE: WMT) issued under that certain Card Program Services Agreement, dated as of October 27, 2006, by and between the Company and GE Bank, as amended. In connection with and as consideration for this transaction, GE Bank has agreed to transfer the deposits underlying the Cards at par and Green Dot Bank has agreed to assume certain liabilities of GE Bank, including its obligations to Walmart and the Company under that certain Amended and Restated Prepaid Card Program Agreement, dated as of May 27, 2010, by and among Wal-Mart Stores, Inc., Wal-Mart Stores Texas, L.P., Wal-Mart Louisiana, LLC, Wal-Mart Stores East, Inc., and Wal-Mart Stores, L.P. (collectively, “Walmart”), the Company and GE Bank, as amended (the “Program Agreement”).
The Agreement contains customary representations and warranties by GE Bank and Green Dot Bank for transactions of this nature, covenants by Green Dot Bank regarding the replacement of marketing materials and reissuance of Cards, and indemnification obligations between the parties. In addition, the Company has guaranteed the performance, when due, of all of GE Bank's present and future obligations and liabilities arising under the Agreement.
The consummation of the transaction is subject to closing conditions, including, among other things, receipt of required regulatory approvals. If approved by regulatory authorities, the transaction is expected to close in the second half of 2013.
To keep up on all the Mergers & Acquisitions data in real-time, go to our M&A Insider page.
R.L. Polk consists of two divisions – Polk and CARFAX – that provide actionable market intelligence, powerful tools and analytics and extensive vehicle history data. For nearly a century, the company has synthesized the fragmented big data “exhaust” of the automotive industry into meaningful, insightful, reliable and intuitive offerings to stakeholders across the value chain:
* Polk provides mission-critical market data, analysis and tools for the entire automotive ecosystem. This division enables automotive business customers to improve, predict, analyze and measure performance.
* CARFAX provides consumers and automotive dealers with vehicle history information to enhance used vehicle purchase and sales decisions. This division is the primary source of vehicle history information for cars operating in the U.S. and Canada.
The products and services offered by R.L. Polk, Key said, are “complementary to existing IHS Automotive solutions and open up large adjacent markets.” The acquisition, he said, would also provide IHS with a high-growth U.S. asset, CARFAX, that can be replicated in other geographies to take advantage of the expected high growth in worldwide used car markets.
M. Klein and Company acted as strategic and financial advisor to IHS in this transaction.
* AstraZeneca (NYSE: AZN) has entered into a definitive agreement to acquire Pearl Therapeutics, a privately held company based in Redwood City, California, focused on the development of inhaled small-molecule therapeutics for respiratory disease.
The acquisition will give AstraZeneca access to a potential new treatment for chronic obstructive pulmonary disease (COPD), currently in late-stage development, and inhaler and formulation technology that provides a platform for future combination products.
Pearl’s lead product, PT003, is a fixed dose combination of formoterol fumarate, a long-acting beta-2-agonist (LABA) and glycopyrrolate, a long-acting muscarinic antagonist (LAMA). LABA/LAMA combinations are expected to become an important new class of treatment for COPD. A global Phase III programme has been initiated and will test the improvement in lung function in individuals with moderate to severe COPD in response to PT003. PT003 is delivered by inhalation via a pressurised metered dose inhaler (pMDI) using Pearl’s novel co-suspension formulation technology. This technology platform will allow AstraZeneca to explore combinations of existing and novel technologies, including a triple fixed dose combination (LABA/LAMA and inhaled corticosteroid) which could be accelerated into Phase II clinical development.
Under the terms of the agreement, AstraZeneca will acquire 100% of Pearl’s shares for initial consideration of $560 million payable on completion. In addition, deferred consideration of up to $450 million becomes payable if specified development and regulatory milestones in respect of any triple combination therapies and selected future products that AstraZeneca develops using Pearl’s technology platform are achieved. Sales-related payments of up to a further $140 million are payable if pre-agreed cumulative sales thresholds are exceeded resulting in a total potential acquisition cost of up to $1.15 billion. The proposed transaction is subject to customary regulatory approvals and is expected to close in the third quarter of 2013.
The acquisition of Pearl Therapeutics has no impact on AstraZeneca’s financial guidance for 2013.
* Union First Market Bankshares Corporation (Nasdaq: UBSH) (or "Union") and StellarOne Corporation (Nasdaq: STEL) (or "StellarOne") today announced the signing of a definitive merger agreement, pursuant to which Union will acquire StellarOne, creating the largest community banking institution in the Commonwealth of Virginia.
Based on financials reported on March 31, 2013, the combined companies would have total assets of $7.1 billion, deposits of $5.8 billion and loans of $5.2 billion. Union will operate in all major Virginia markets, deepening its presence in its current footprint and expanding in key trade areas and, on a pro forma basis, will have the fifth largest branch network in Virginia. The company will retain the Union name and corporate headquarters will remain in Richmond.
Union's current executive management, led by Beale, will form the core of the company's leadership team. The Union Board of Directors will expand to 19 members, and will be comprised of 11 members from the current Union Board and eight members from the StellarOne Board. Current StellarOne Chairman Raymond D. Smoot, Jr. will serve as Chairman of the combined company and current Union Chairman Ronald L. Hicks will serve as Vice Chairman. Barham will retire as previously announced, with his retirement effective upon closing of the merger.
Under the terms of the agreement, common shareholders of StellarOne will receive 0.9739 shares of Union common stock for each share of StellarOne. This implies a deal value per share of $19.50 or approximately $445.1 million in the aggregate based on Union's closing stock price of $20.02 on June 7, 2013.
In consideration of the merger, extensive due diligence was performed by both companies over a four-week period. Under the proposed terms, the transaction is expected to be accretive to Union's earnings per share in 2014 and thereafter. Further it is anticipated that the transaction will be immediately accretive to Union's capital ratios and result in capital levels well in excess of regulatory minimums.
The merger agreement has been unanimously approved by the board of directors of each company. The companies expect to consummate the transaction on or around January 1, 2014, subject to customary closing conditions, including regulatory and shareholder approvals.
Keefe, Bruyette and Woods, Inc. acted as financial advisor to Union and LeClairRyan, A Professional Corporation acted as its legal advisor in the transaction. Raymond James & Associates acted as financial advisor to StellarOne and Troutman Sanders LLP acted as its legal advisor.
* The Travelers Companies, Inc. (NYSE: TRV) today announced that it has agreed to acquire The Dominion of Canada General Insurance Company from E-L Financial Corporation Limited for approximately $1.1 billion in cash, subject to adjustment. The Dominion and Travelers’ Canadian operations will be integrated and the combined organization will remain headquartered in Toronto.
The transaction is expected to close in the fourth quarter of 2013, subject to regulatory approvals and other customary closing conditions. Travelers will fund the transaction, subject to market conditions, through a combination of debt and/or preferred stock financing and internal resources. Based on this financing plan, the company does not believe that the transaction will have a significant impact on anticipated share repurchases for 2013 or 2014.
Skadden, Arps, Slate, Meagher & Flom LLP and Gowling Lafleur Henderson LLP served as legal advisors to Travelers.
* On June 7, 2013, GE Capital Retail Bank and Green Dot Bank, the subsidiary bank of Green Dot Corporation (NYSE: GDOT), entered into an Agreement to Purchase Assets and Assume Liabilities.
Pursuant to the Agreement, Green Dot Bank has agreed to acquire from GE Bank the reloadable prepaid cards (“Cards”) bearing the marks of Walmart (NYSE: WMT) issued under that certain Card Program Services Agreement, dated as of October 27, 2006, by and between the Company and GE Bank, as amended. In connection with and as consideration for this transaction, GE Bank has agreed to transfer the deposits underlying the Cards at par and Green Dot Bank has agreed to assume certain liabilities of GE Bank, including its obligations to Walmart and the Company under that certain Amended and Restated Prepaid Card Program Agreement, dated as of May 27, 2010, by and among Wal-Mart Stores, Inc., Wal-Mart Stores Texas, L.P., Wal-Mart Louisiana, LLC, Wal-Mart Stores East, Inc., and Wal-Mart Stores, L.P. (collectively, “Walmart”), the Company and GE Bank, as amended (the “Program Agreement”).
The Agreement contains customary representations and warranties by GE Bank and Green Dot Bank for transactions of this nature, covenants by Green Dot Bank regarding the replacement of marketing materials and reissuance of Cards, and indemnification obligations between the parties. In addition, the Company has guaranteed the performance, when due, of all of GE Bank's present and future obligations and liabilities arising under the Agreement.
The consummation of the transaction is subject to closing conditions, including, among other things, receipt of required regulatory approvals. If approved by regulatory authorities, the transaction is expected to close in the second half of 2013.
To keep up on all the Mergers & Acquisitions data in real-time, go to our M&A Insider page.
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