Notable Mergers and Acquisitions of the Day 07/16: (GSK)/(HGSI) (PRX) (MMUS) (CONM)

• GlaxoSmithKline plc (NYSE: GSK) and Human Genome Sciences (Nasdaq: HGSI) announced that the companies have entered into a definitive agreement under which GSK will acquire HGS for US$14.25 per share in cash.
  
  The transaction is well aligned with GSK’s long-term strategy of delivering sustainable growth, simplifying GSK’s business model, enhancing R&D returns and deploying capital with discipline. Through complete ownership of BENLYSTA, albiglutide and darapladib, GSK can simplify and optimize R&D, commercial and manufacturing operations to advance these products most effectively and efficiently while securing the full potential long-term value of the assets. GSK expects to achieve at least US$200 million in cost synergies to be fully realized by 2015, subject to appropriate consultation, and expects the transaction to be accretive to core earnings beginning in 2013. GSK also assessed the potential returns of this acquisition relative to its long-term share buyback program. As part of this ongoing program, GSK continues to expect to repurchase £2-2.5 billion in shares in 2012.
  
  
• Par Pharmaceutical Companies, Inc. (NYSE: PRX) entered into a definitive merger agreement to be acquired by an affiliate of TPG in a transaction with an equity value of $1.9 billion.
  
  Under the terms of the agreement, Par shareholders will receive $50.00 in cash for each share of Par common stock, representing a premium of approximately 37% over the closing share price on July 13, 2012, the last full trading day before today's announcement. The agreement was unanimously approved by Par's Board of Directors.
  
  The closing of the transaction is conditioned upon, among other things, the affirmative vote of the holders of a majority of Par's outstanding shares, clearance under the Hart-Scott-Rodino (HSR) Antitrust Improvements Act of 1976, and other customary closing conditions. The transaction is not subject to a financing condition.
  
  Under the terms of the merger agreement, Par may solicit superior proposals from third parties through August 24, 2012. The Par Board of Directors, with the assistance of its advisors, will actively solicit acquisition proposals during this period. There are no guarantees that this process will result in a superior proposal. If there is no superior proposal, the transaction is expected to close in 2012, subject to customary approvals and closing conditions. Par and the Board of Directors do not intend to disclose developments with respect to the solicitation process unless and until the Board of Directors has made a decision.
  
  
• MakeMusic, Inc. (Nasdaq: MMUS) confirms that it received, on July 15, 2012, a proposal from LaunchEquity Partners, LLC (“LaunchEquity”) to acquire the operating assets of MakeMusic, excluding cash, and assume the related liabilities of MakeMusic, free and clear of all liens and encumbrances, for $13.5 million. LaunchEquity’s proposal contemplates that MakeMusic would adopt a plan of liquidation, which would include a distribution of MakeMusic’s then available cash to existing shareholders. LaunchEquity and certain of its affiliates currently collectively own approximately 27.7% of MakeMusic’s outstanding common stock, according to the latest filings by LaunchEquity and its affiliates with the Securities and Exchange Commission.
  
  Consistent with its fiduciary duties, MakeMusic’s Board of Directors has appointed a Special Committee of independent, disinterested directors to review and consider the proposal, in consultation with financial and legal advisors, and determine the course of action that it believes is in the best interests of MakeMusic and its shareholders. The Board has authorized the Special Committee to consider the full range of available strategic alternatives including, but not limited to, continuing as an independent, public company with MakeMusic’s current growth plans.
  
  
• Conmed Healthcare Management, Inc. (Amex: CONM) and Correct Care Solutions, LLC (CCS) entered into a definitive merger agreement providing for CCS to acquire Conmed, for $3.95 per share in cash. The purchase price represents an approximately 33% premium over the average closing price per share for the 30 days prior to Conmed’s announcement of its intention to explore strategic alternatives and represents an equity value of approximately $59 million.

To keep up on all the Mergers & Acquisitions data in real-time, go to our new M&A Insider page.

---

Serious News for Serious Traders! Try StreetInsider.com Premium Free!

---

You May Also Be Interested In

• Growth isn't weak enough to truly undercut inflation pressures - BMO
• Intuitive Surgical (ISRG) PT Raised to $435 at Piper Sandler
• Warren Buffet's Berkshire stock target raised at UBS into earnings