Notable Mergers and Acquisitions of the Day 09/04: (VRX)/(MRX) (KND) (FORM) (NLP)

• Valeant Pharmaceuticals International, Inc. (NYSE: VRX) and Medicis Pharmaceutical Corporation (NYSE: MRX) entered into a definitive agreement under which Valeant will acquire all of the outstanding common stock of Medicis for $44.00 per share in cash.
  
  The transaction, which values Medicis' common stock at approximately $2.6 billion, was unanimously approved by the Boards of Directors of both companies. The $44.00 per share price represents a 39% premium to Medicis' closing share price on Friday, August 31, 2012, the last trading day prior to announcement, and a 31% premium to the three-month average trading price.
  
  
  The transaction is expected to close in the first half of 2013.
  
  The transaction is subject to customary closing conditions, including approval by Medicis stockholders and expiration of any applicable regulatory waiting period. Valeant expects the transaction, once completed, to be immediately accretive to Valeant's cash earnings per share. The combination is expected to yield cost synergies at an annual run rate of at least $225 million within six months of closing. Valeant has secured committed financing for 100% of the transaction value from J.P. Morgan Chase Bank, N.A.
  
  The combined company's commercial dermatology operations will be located in Scottsdale, Arizona and will operate under the name Medicis, a division of Valeant, with its dermatology research and development operations in Laval, QC, Scottsdale, AZ and Petaluma, CA, and corporate support functions primarily based in New Jersey.
  
  J.P. Morgan Securities LLC acted as exclusive financial advisor to Valeant. Deutsche Bank Securities Inc. and Roberts Mitani, LLC served as financial advisors to Medicis. Sullivan & Cromwell LLP and Skadden, Arps, Meagher & Flom LLP served as Valeant's legal counsel, and Medicis was advised by Weil, Gotshal & Manges LLP and Latham & Watkins LLP.
  
  
• Kindred Healthcare, Inc. (NYSE: KND) announced that its subsidiary has acquired IntegraCare Holdings, Inc. , a portfolio company of private equity firm Flexpoint Ford, LLC, for a purchase price of $71 million in cash plus a potential $4 million cash earn out based on 2013 earnings growth.
  
  The Company financed the transaction with operating cash flows and proceeds from its revolving credit facility. IntegraCare had no outstanding long-term debt at closing.
  
  Kindred expects that the transaction will be slightly accretive to earnings in 2012 and $0.07 to $0.09 per diluted share accretive to earnings in 2013.
  
  
• FormFactor, Inc. (Nasdaq: FORM) has signed a merger agreement with Astria Semiconductor Holdings, Inc., the parent company of MicroProbe, Inc., a leading provider of advanced SOC wafer test solutions. Under the terms of the merger agreement, FormFactor will acquire MicroProbe for $100 million in cash and $16.8 million in stock, subject to customary adjustments. The merger is subject to customary conditions and is expected to close in the first half of FormFactor's fiscal quarter ending December 29, 2012.
  
  
• NTS Realty Holdings Limited Partnership (AMEX: NLP) announced that the board of directors of its managing general partner, NTS Realty Capital, Inc., received a non-binding proposal from NTS' founder and Chairman, Mr. J.D. Nichols and Mr. Brian F. Lavin, its Chief Executive Officer, for a going private transaction. The proposal contemplates the acquisition of all of the public limited partnership interests of the Company not already beneficially owned by Messrs. Nichols and Lavin at a price of $5.25 per share in cash. The proposed transaction will not result in a change of control with respect to the Company's existing debt arrangements.
  
  The board of directors intends to appoint independent directors Messrs. Mark D. Anderson, John P. Daly and John S. Lenihan (the "Special Committee") to be empowered to, among other things, consider the proposal. Once appointed, the Special Committee will retain independent financial advisors and legal counsel to assist in its work. The Company cautions the Company's public interest holders and others considering trading in their securities that the board of directors has just received the proposal and no decisions have been made by the board of directors with respect to the Company's response to the proposal. There can be no assurance that any definitive offer will be made or accepted, that any agreement will be executed or that any transaction will be consummated.
  
  The Company expects this proposal to have no impact on day-to-day business operations. The Company does not intend to comment further at this time.

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

• Berenberg Starts Lloyds TSB Group (LYG) at Hold, 'shares are fairly valued'
• IBM tumbles on soft Q1 revenue; announces HashiCorp $6.4bn acquisition
• Meta earnings, IBM to acquire HashiCorp, U.S. GDP ahead - what's moving markets