Notable Mergers and Acquisitions of the Day 12/07: (NMAR) (CWST) (UTX)/(TDG)
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* Nautilus Marine Acquisition Corp. (Nasdaq: NMAR) has entered into a definitive Share Purchase Agreement to acquire 100% of the equity of Assetplus Limited for aggregate consideration of approximately $86.5 million from Vega Resource Group AS and Oil and Gas Ships Investor Limited, through which Assetplus will become a wholly owned subsidiary of Nautilus.
The Acquisition consideration is inclusive of assumed debt and anticipated cash on hand at closing, but excludes potential earn-out payments as described below.
The acquisition of Assetplus allows Nautilus to enter the maritime energy services sector. Assetplus controls an initial fleet of vessels consisting of two platform supply vessels ("PSVs") and two oil spill response vessels, all of which are intended to service offshore oil exploration and production installations. All of these vessels are newly built.
Assetplus also controls six binding time charter contracts with Brazilian oil major Petroleo Brasileiro S.A. for two PSVs and four OSRVs. These charters each have durations of four years plus an additional four optional years. Four of the six time charter agreements with Petrobras will be serviced by Assetplus' current fleet, and Nautilus has plans to obtain vessels to service two additional Petrobras charters.
Nautilus also announced today the commencement of its tender offer (the "Tender Offer") to purchase up to 4,137,300 shares of its common stock, par value $0.0001 per share (the "Common Shares") at a per-share price of $10.10. The Common Shares are currently listed on the Nasdaq Capital Market under the symbol "NMAR." On December 6, 2012, the last reported sale price of the Common Shares was $10.04 per share. The Tender Offer will expire at 11:59 p.m. New York City time on January 7, 2013, unless extended by Nautilus.
Prior to this announcement, Nautilus has confidentially secured the agreement of the holders of more than 11% of the outstanding Common Shares issued in Nautilus' Initial Public Offering to not tender their shares in the Tender Offer or transfer their Common Shares during the Tender Offer period. These holders have received a post-closing right, exercisable for two business days following the 11th business day after the closing of the Tender Offer, to cause Nautilus to repurchase the subject shares at $10.30 per share.
Upon closing of the Acquisition, Nautilus expects to conduct business as Nautilus Energy Services and will be led by Mr. Prokopios (Akis) Tsirigakis, who will be Nautilus' Chairman, President and Co-Chief Executive Office
* Casella Waste Systems, Inc. (Nasdaq: CWST) has acquired all of the outstanding capital stock of Blow Bros. (d/b/a Bestway Disposal Services and BBI Waste Industries), for a total consideration of up to $20.0 million in cash plus 625,000 shares of the Company's Class A Common Stock. The acquisition closed today, December 6, 2012.
BBI is a provider of solid waste collection, transfer and liquid waste services in New Hampshire and Maine and generated approximately $20.0 million of revenues over the last twelve months. Currently, BBI operates out of seven locations and gives Casella the opportunity to internalize additional waste and recyclables, and to consolidate operations, routes and transportation post acquisition.
The transaction was structured as a stock purchase agreement for consideration of $20.0 million in cash and 625,000 shares of the Company's Class A Common Stock, with $18.0 million of the cash proceeds paid at closing and $2.0 million withheld in escrow. Half of the escrow amount will be disbursed contingent upon the business achieving a pre-agreed upon minimum revenue level for the 90 days after the sale and for net working capital adjustments during this same period, and the other half of the escrow amount will be held for 12 months to secure the seller's indemnification obligations and certain expense adjustments to the purchase price. The cash paid to the sellers at the closing was adjusted for indebtedness of BBI. The shares issued to the owners of BBI may not be sold for a period of six months following the closing.
* TransDigm Group Incorporated (NYSE: TDG), its subsidiary, TransDigm Inc., and Goodrich Corporation, a subsidiary of United Technologies Corporation (NYSE: UTX), have mutually agreed to terminate the previously announced asset purchase agreement between them dated October 25, 2012, pursuant to which TransDigm would acquire the pump & engine control systems business of Goodrich (GPECS), for approximately $236 million in cash.
The termination follows notice by the Department of Justice that it objected to the transaction. Under a consent agreement between UTC and the Department of Justice, approval of the Department of Justice of the transaction was required and was in the Department of Justice's sole discretion.
To keep up on all the Mergers & Acquisitions data in real-time, go to our new M&A Insider page.
The Acquisition consideration is inclusive of assumed debt and anticipated cash on hand at closing, but excludes potential earn-out payments as described below.
The acquisition of Assetplus allows Nautilus to enter the maritime energy services sector. Assetplus controls an initial fleet of vessels consisting of two platform supply vessels ("PSVs") and two oil spill response vessels, all of which are intended to service offshore oil exploration and production installations. All of these vessels are newly built.
Assetplus also controls six binding time charter contracts with Brazilian oil major Petroleo Brasileiro S.A. for two PSVs and four OSRVs. These charters each have durations of four years plus an additional four optional years. Four of the six time charter agreements with Petrobras will be serviced by Assetplus' current fleet, and Nautilus has plans to obtain vessels to service two additional Petrobras charters.
Nautilus also announced today the commencement of its tender offer (the "Tender Offer") to purchase up to 4,137,300 shares of its common stock, par value $0.0001 per share (the "Common Shares") at a per-share price of $10.10. The Common Shares are currently listed on the Nasdaq Capital Market under the symbol "NMAR." On December 6, 2012, the last reported sale price of the Common Shares was $10.04 per share. The Tender Offer will expire at 11:59 p.m. New York City time on January 7, 2013, unless extended by Nautilus.
Prior to this announcement, Nautilus has confidentially secured the agreement of the holders of more than 11% of the outstanding Common Shares issued in Nautilus' Initial Public Offering to not tender their shares in the Tender Offer or transfer their Common Shares during the Tender Offer period. These holders have received a post-closing right, exercisable for two business days following the 11th business day after the closing of the Tender Offer, to cause Nautilus to repurchase the subject shares at $10.30 per share.
Upon closing of the Acquisition, Nautilus expects to conduct business as Nautilus Energy Services and will be led by Mr. Prokopios (Akis) Tsirigakis, who will be Nautilus' Chairman, President and Co-Chief Executive Office
* Casella Waste Systems, Inc. (Nasdaq: CWST) has acquired all of the outstanding capital stock of Blow Bros. (d/b/a Bestway Disposal Services and BBI Waste Industries), for a total consideration of up to $20.0 million in cash plus 625,000 shares of the Company's Class A Common Stock. The acquisition closed today, December 6, 2012.
BBI is a provider of solid waste collection, transfer and liquid waste services in New Hampshire and Maine and generated approximately $20.0 million of revenues over the last twelve months. Currently, BBI operates out of seven locations and gives Casella the opportunity to internalize additional waste and recyclables, and to consolidate operations, routes and transportation post acquisition.
The transaction was structured as a stock purchase agreement for consideration of $20.0 million in cash and 625,000 shares of the Company's Class A Common Stock, with $18.0 million of the cash proceeds paid at closing and $2.0 million withheld in escrow. Half of the escrow amount will be disbursed contingent upon the business achieving a pre-agreed upon minimum revenue level for the 90 days after the sale and for net working capital adjustments during this same period, and the other half of the escrow amount will be held for 12 months to secure the seller's indemnification obligations and certain expense adjustments to the purchase price. The cash paid to the sellers at the closing was adjusted for indebtedness of BBI. The shares issued to the owners of BBI may not be sold for a period of six months following the closing.
* TransDigm Group Incorporated (NYSE: TDG), its subsidiary, TransDigm Inc., and Goodrich Corporation, a subsidiary of United Technologies Corporation (NYSE: UTX), have mutually agreed to terminate the previously announced asset purchase agreement between them dated October 25, 2012, pursuant to which TransDigm would acquire the pump & engine control systems business of Goodrich (GPECS), for approximately $236 million in cash.
The termination follows notice by the Department of Justice that it objected to the transaction. Under a consent agreement between UTC and the Department of Justice, approval of the Department of Justice of the transaction was required and was in the Department of Justice's sole discretion.
To keep up on all the Mergers & Acquisitions data in real-time, go to our new M&A Insider page.
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