Notable Mergers and Acquisitions of the Day 12/16 [(URI)/(RRR) (CCI) (VRX/ISTA)]

• United Rentals, Inc. (NYSE: URI) and RSC Holdings, Inc. (NYSE: RRR) have entered into a definitive merger agreement under which United Rentals will acquire RSC in a cash-and-stock transaction valued at $18.00 per share, or a total enterprise value of $4.2 billion, including $2.3 billion of net debt.
  
  The Boards of Directors of both companies have unanimously approved the proposed transaction and recommended that their respective stockholders approve the proposed transaction.
  
  
  Upon the closing of the transaction, each outstanding share of RSC common stock will be converted into the right to receive $10.80 in cash and 0.2783 of a share of United Rentals common stock, subject to the terms and conditions of the merger agreement.
  
  The deal is expected to be accretive to United Rentals’ cash earnings per share in the first full year after closing. The transaction is anticipated to provide over $200 million of annual cost savings through the elimination of redundant infrastructure, branches and overhead, two thirds of which are expected to be achievable within the first twelve months following the closing of the transaction. The combination is also expected to provide meaningful revenue synergies from the expanded footprint, in particular with national and industrial account relationships and provide additional cash flow upside through optimization of the combined fleet and capital expenditures.
  
  Oak Hill Capital Partners has agreed to vote its 33.5% shareholding in RSC in favor of the transaction.
  
  
• Crown Castle International Corp. (NYSE: CCI) announced today that it has entered into a definitive agreement to acquire NextG Networks, Inc. ("NextG") for approximately $1.0 billion in cash (subject to certain adjustments). NextG, the largest provider of outdoor distributed antenna systems ("DAS"), currently has over 7,000 nodes-on-air and a further 1,500 nodes under construction. In addition, NextG has rights to over 4,600 miles of fiber. DAS is a network of antennas connected by fiber to a communications hub designed to facilitate wireless communications services for multiple operators. The acquisition will expand Crown Castle's portfolio of DAS, providing additional wireless coverage and capacity solutions to customers beyond those areas traditionally served by towers. The acquisition is expected to close in the second quarter of 2012. Crown Castle expects to fund the acquisition with debt financing.
  
  
• Valeant Pharmaceuticals International, Inc. (NYSE: VRX) (TSX: VRX) today announced that it had made a proposal to the Board of Directors of ISTA Pharmaceuticals Inc. (Nasdaq: ISTA) to acquire ISTA for $6.50 per share in cash. The proposed transaction has a total equity value of approximately $314 million on a fully diluted basis. In addition, ISTA has net debt of approximately $13 million, bringing the total enterprise value to approximately $327 million. This proposed price represents a premium of approximately 68% over ISTA's 60-day volume weighted trading average of $3.87 and a premium of approximately 67% over ISTA's closing price of $3.89 on December 15, 2011. Valeant's Board of Directors unanimously supports this proposal.
  
  Preferring a consensual process, Valeant approached ISTA on October 5, 2011. After ISTA refused to enter into a customary confidentiality agreement with Valeant, Valeant made a formal written proposal to ISTA's management on November 23, 2011. ISTA responded to this letter on December 2, 2011, stating that it needed more time to review Valeant's proposal. Valeant reaffirmed its proposal to ISTA on December 12, 2011 in writing, and ISTA rejected this proposal on December 14, 2011. Valeant is disappointed by ISTA's rejection of its proposal and ISTA's unwillingness to engage in discussions. Copies of the three letters from Valeant to ISTA are attached to this press release.

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