Notable Mergers and Acquisitions of the Day 12/31: (DUF) (BRC) (ACTG)

December 31, 2012 10:06 AM EST
* Duff & Phelps Corporation (NYSE: DUF) has entered into a definitive merger agreement under which a consortium (“the Consortium”) comprising controlled affiliates of or funds managed by The Carlyle Group, Stone Point Capital LLC, Pictet & Cie and Edmond de Rothschild Group will acquire the Company for $15.55 per share in cash in a transaction valued at approximately $665.5 million.

The offer represents a 19.2% premium to the closing price of Duff & Phelps shares on December 28, 2012, and 27.3% over the Company’s volume weighted average share price during the 30 days ended December 28, 2012. The transaction is expected to close in the first half of 2013, subject to customary closing conditions—including the receipt of stockholder and regulatory approvals.

The merger agreement provides for a “go-shop” period commencing immediately and ending on February 8, 2013, during which the Company, with the assistance of its financial and legal advisors, will actively solicit and potentially receive, evaluate and enter into negotiations with third parties that offer alternative transaction proposals. It is not anticipated that any developments will be disclosed with regard to this process, unless the Duff & Phelps board makes a decision with respect to a potential superior proposal. There is no guarantee that this process will result in a superior proposal. The merger agreement provides for a break-up fee of approximately $6.65 million if the Company terminates the agreement prior to March 8, 2013, in connection with a superior proposal that first arose during the go-shop period.

All members of the senior management team have agreed to remain employed by, and invest in the equity of, the Company following the closing of the transaction. They have agreed to offer to participate on similar terms in any other acquisition proposal that may be made for the Company.

The pro forma Board of Directors will comprise nine members – including two representatives each from the management team, The Carlyle Group and Stone Point Capital, in addition to three independent directors. No single member of the Consortium will own more than 35% of the pro forma Company.

The transaction has been approved by the Board of Directors of Duff & Phelps, following the recommendation of a transaction committee consisting of independent directors. The Board of Directors of Duff & Phelps recommends that stockholders vote in favor of the transaction at the special meeting of stockholders that will be called to approve the transaction. Stockholders beneficially owning an aggregate of approximately 10% of the outstanding shares of the Company have already agreed to vote their shares in favor of the transaction; these commitments terminate if the merger agreement is terminated.

The merger agreement provides that the Company can continue to pay dividends if declared by the Company in the normal course prior to closing of the merger.

Advisors

Duff & Phelps:

* M&A: Centerview Partners
* Legal: Kirkland & Ellis LLP

The Consortium:

* M&A: Sandler O’Neill + Partners, L.P. (Lead Advisor), Credit Suisse, Barclays, RBC Capital Markets
* Financing: Credit Suisse, Barclays, RBC Capital Markets
* Legal: Wachtell, Lipton, Rosen & Katz

* Brady Corp. (NYSE: BRC) has acquired Precision Dynamics Corporation (“PDC”) from Water Street Healthcare Partners, a strategic private equity firm focused exclusively on the health care industry, in a cash transaction for $300 million, subject to customary working capital and post-close adjustments. PDC, with annual sales of approximately $173 million, is a leader in identification products primarily for the healthcare market, specializing in patient wristbands, specialty labels and identification systems used in hospitals to reduce medical errors and integrate and share patient data.

Excluding one-time acquisition-related costs, Brady expects this acquisition to be slightly accretive to earnings per diluted share for the remainder of fiscal 2013, and $0.10 to $0.15 accretive to earnings per diluted share in the first full fiscal year. The non-recurring acquisition-related costs are expected to include a one-time, non-cash tax charge of $25 to $30 million related to the repatriation of cash to the U.S. in financing this acquisition and $8 to $12 million of other acquisition-related expenses.

* Acacia Research Corporation (Nasdaq: ACTG) announced that a subsidiary has acquired patents for Wireless Infrastructure and User Equipment Technology from Nokia Siemens Networks -- a joint venture of Nokia Oyj (NYSE: NOK) and Siemens AG (NYSE: SI) -- relating to second (2G), third (3G) and fourth (4G) generation wireless technologies.

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