Notable Mergers and Acquisitions of the Day 10/11:
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- 99 Cents Only Stores (NYSE: NDN) today announced that it has entered into a definitive agreement to be acquired by affiliates of Ares Management LLC and Canada Pension Plan Investment Board for $22.00 per share in cash, in a transaction with a total equity value of approximately $1.6 billion.
Members of the Gold/Schiffer family have entered into a voting agreement in support of the transaction and will continue to hold a significant minority ownership stake.
Eric Schiffer (CEO), Jeff Gold (President and COO), and Howard Gold (EVP) will continue in their current leadership roles at the Company and will serve as directors. Founder David Gold will serve as Chairman Emeritus.
The per share price represents a premium of 32% to 99 Cents Only Stores' closing share price on March 10, 2011, the day prior to public disclosure by the Company that it had received an acquisition proposal.
Following the receipt by the Company's Board of Directors of that proposal, the Board formed a special committee of independent directors to evaluate the proposal and any other proposals as well as strategic alternatives available to the Company.
- ARRIS Group, Inc. (Nasdaq: ARRS) and BigBand Networks (Nasdaq: BBND) today announced that they have entered into a definitive agreement whereby ARRIS will acquire BigBand Networks for a purchase price of $2.24 per share in cash. This equates to a diluted equity value of approximately $172 million, or $53 million net of estimated BigBand cash on hand.
The acquisition will be conducted by means of a tender offer for all of the outstanding shares of BigBand, which is expected to commence within ten business days and will be subject to customary closing conditions, including the acquisition by ARRIS of a majority of BigBand's shares and the receipt of antitrust clearance in the United States if applicable.
The board of directors of BigBand has unanimously recommended that the shareholders of BigBand accept the offer. Redpoint Ventures and ValueAct Capital Partners, holders of 32% of the outstanding shares of BigBand, have agreed to tender their shares in the offer and to vote their shares in favor of the merger agreement and against any other transaction, subject to the provisions of the agreement. Completion of the transaction is expected to occur in late 2011.
UBS Investment Bank is acting as exclusive financial advisor and Troutman Sanders LLP is acting as legal counsel to ARRIS on this transaction. Centerview Partners, LLC is acting as the exclusive financial advisor and Wilson Sonsini Goodrich & Rosati, P.C. is acting as legal counsel to BigBand on this transaction.
- Dollar Thrifty Automotive Group, Inc. (NYSE: DTG) today announced that it has formally concluded its process to solicit definitive proposals regarding a potential business combination. On August 21, 2011, Dollar Thrifty issued a letter advising parties of the Company's intention to solicit for submission in early October 2011 best and final definitive proposals regarding a potential business combination. In its letter, Dollar Thrifty stated that any proposal that did not eliminate the antitrust regulatory risk of the transaction for its shareholders would not likely be acceptable. As of October 10, 2011, the Company had not received any proposals meeting this criterion. Consequently, Dollar Thrifty has terminated its solicitation process and will continue to execute its current stand-alone plan.
Dollar Thrifty also confirmed today that it plans to commence its previously announced share repurchase program after its third quarter earnings call on November 1, 2011. Under the terms of the share repurchase program, the Company's Board of Directors has authorized the repurchase of up to $400 million of DTG stock.
The Company also reiterated its preliminary expectations for earnings results for the third quarter of 2011.
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