Notable Mergers and Acquisitions 8/12: (TWTR) (TSL) (TIPT)/(FRF)
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In May 2014, the Company completed its acquisition of privately held Gnip, Inc. (“Gnip”), a leading provider of social data and analytics headquartered in Boulder, Colorado. The acquisition is expected to allow the Company to further enhance its data analytics capabilities. Under the terms of the acquisition, the Company agreed to pay $107.3 million in cash and issue a total of 0.6 million shares of common stock including shares of restricted stock subject to continued employment in consideration of all of the issued and outstanding shares of capital stock of Gnip. In addition, the Company agreed to issue up to 0.4 million shares of the Company’s stock as a result of assumed Gnip equity awards held by individuals, who will continue to provide services to the Company. The fair value of total consideration of $134.1 million, including the earned portion of assumed stock options and other equity awards, was preliminarily allocated to the acquired tangible and intangible assets and assumed liabilities based on their estimated fair values at closing as follows: $23.2 million to developed technology, $9.3 million to customer relationships, $9.1 million to tangible assets acquired, $5.8 million to liabilities assumed, $6.4 million to deferred tax liability recorded, and the excess $104.7 million of the purchase price over the fair value of net assets acquired was recorded as goodwill. This goodwill is primarily attributable to the potential expansion and future development of the Company’s data products, expected synergies arising from the acquisition and the value of acquired talent. Goodwill is not expected to be deductible for U.S. income tax purposes. Both developed technology and customer relationships will be amortized on a straight-line basis over their estimated useful life of 60 months. The discounted cash flow method, which calculates the fair value of an asset based on the value of cash flows that the asset is expected to generate in the future, was used to estimate the fair value of these intangible assets acquired.
* Tiptree Financial (Nasdaq: TIPT) and Fortegra Financial Corporation (NYSE: FRF) jointly announce the signing of a merger agreement pursuant to which Tiptree will acquire Fortegra in an all cash transaction valued at approximately $218 million.
In the transaction, shareholders of Fortegra will receive $10.00 in cash for each share of Fortegra common stock they own. The price represents a premium of 42.5% to the closing price of Fortegra on August 11, 2014, the last trading day prior to this announcement.
Tiptree's President and CEO Geoffrey N. Kauffman said: "We are very pleased to announce the addition of Fortegra to the Tiptree family of companies. Rick and his team have built a deep and experienced organization with a very strong market position and we are looking forward to working closely with them to take advantage of future growth opportunities and drive value for all shareholders."
"This transaction allows Fortegra to continue to serve our customers as we have for the past thirty six years. We will continue to operate as we have in the past, as part of a public company, only now with a partner that views their investment as permanent capital. We were also able to allow our shareholders to realize significant, immediate value." said Richard S. Kahlbaugh, Chairman, President and CEO of Fortegra.
The Boards of Directors of both companies, including an independent special committee of the Fortegra Board, have unanimously approved the transaction. Following the execution of the merger agreement, stockholders representing approximately 62% of the outstanding shares of Fortegra common stock executed a written consent adopting and approving the merger agreement. No additional stockholder approvals are necessary to adopt the merger agreement or consummate the transaction. The merger agreement includes a 30-day "go-shop" period during which the special committee of the Fortegra Board of Directors, with the assistance of its independent financial and legal advisors, will actively solicit, receive, evaluate and potentially enter into negotiations with interested parties that offer alternative proposals. It is not anticipated that any developments will be disclosed with regard to this process unless Fortegra's special committee makes a decision with respect to a potential superior proposal. There are no guarantees that this process will result in a superior proposal.
Tiptree and Fortegra expect to complete the transaction in late 2014 or early 2015 after satisfaction of customary closing conditions, including, among other things, insurance regulatory approvals and expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. There is no financing contingency. Upon completion of the transaction, Fortegra common shares will no longer be registered with the SEC nor trade on the NYSE.
RBC Capital Markets, LLC acted as lead financial advisor and Wells Fargo Securities, LLC acted as financial advisor and lead financing arranger to Tiptree. Willis Capital Markets & Advisory acted as financial advisor to Fortegra and rendered a fairness opinion (subject to the assumptions, qualifications and limitations set forth therein) to its Board of Directors in conjunction with this transaction. Schulte Roth & Zabel LLP and Debevoise & Plimpton LLP served as legal counsel to Tiptree. Kilpatrick Townsend & Stockton LLP served as legal counsel to Fortegra.
* Trina Solar Ltd. (NYSE: TSL) announced the acquisition of a 49.9 MW utility-scale ground-mounted power project in the UK from Good Energy Group PLC ("Good Energy").
The solar PV power plant received planning consent in January 2014 and will utilize Trina Solar's high quality PV modules. Construction will start in the third quarter of 2014 and the site is expected to be connected to the national grid before the end of the first quarter of 2015. If connection occurs prior to the end of March 2015 it will be entitled to receive 1.4 Renewables Obligation Certificates (ROCs) per megawatt-hour (MWh). Once operational, the project is expected to supply clean energy to more than 14,000 UK homes per year.
"This new project represents a new step forward for Trina Solar in the UK following the completion and grid-connection of our first two projects that totaled an installed capacity of 23.8 MWp. This new project will further strengthen our leading market position in the UK, as well as in Europe," said Mr. Jifan Gao, Chairman and Chief Executive Officer of Trina Solar. "As a mature and fast growing PV market, the UK presents opportunities for Trina to continue to invest in the downstream business. With a diversified downstream pipeline in China, Europe, Japan and Middle East, we are well positioned to realize our goal of 400 MW to 500 MW project developments this year."
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