Germany is done:
- RedPrairie and JDA Software Group, Inc. (NASDAQ: JDAS) ("JDA") today announced the receipt of notification from the German Federal Cartel Office ("FCO") granting clearance under the German Act Against Restraints of Competition, in connection with the previously announced transaction in which entities affiliated with RedPrairie will acquire all outstanding shares of common stock of JDA. Accordingly, the condition to the closing of the transaction previously disclosed with respect to obtaining clearance by the FCO has been satisfied. The transaction remains subject to other closing conditions as set forth in the Offer to Purchase filed by RedPrairie and certain of its affiliates with the U.S. Securities and Exchange Commission (the "SEC") on November 15, 2012 (the "Offer to Purchase").
We expect this one to be completed on the December 13, 2012, expire date.
From the PCS presentation at the 2012 BAC Leveraged Finance Conference today:
- We do expect some comments from the SEC on the proxy, and if we can get them back before the holidays, that could positively affect the timing by probably two weeks, but more realistically, we'll get them back in January. Assuming we can turn those around quickly, we would probably be looking at a shareholder vote in late February or early March.
As we've said, we like late first quarter - early second quarter and we don't see any reason why this one can't be completed within 180 days of the public notice, i.e., by April 24, 2013.
This one is done:
Genesis HealthCare (Genesis), one of the nation's largest providers of skilled nursing and rehabilitation care, today announced that effective December 1, 2012 it completed the acquisition of Sun Healthcare Group, Inc. (Sun) (NASDAQ GS: SUNH).
The FCC site can be a little tough to navigate, so we placed a copy of the Application in the Deal Documents section of this deal file for your convenience:
The Applicants request FCC authorization for SOFTBANK CORP. (SoftBank) to acquire an approximately 70 percent controlling interest in Sprint Nextel Corporation (Sprint). This transaction represents an investment of more than $20 billion in the U.S. wireless industry that promises to stimulate economic growth and provide substantial public interest benefits with no countervailing public interest harms. Because SoftBank has no attributable interests in any U.S. wireless carriers, and does not compete with Sprint in providing wireless communications services, the proposed transaction poses no risk of competitive harm to the U.S. wireless market. To the contrary, the transaction is expected to greatly stimulate wireless competition and innovation. It offers the potential to transform the U.S. wireless marketplace by creating a more vibrant rival to compete with todays two predominant wireless providers, Verizon Wireless and AT&T.
The transaction is intended to invigorate competition by providing Sprint the financial resources needed to accelerate and expand its wireless broadband deployment. SoftBanks $20.1 billion investment includes a direct infusion in Sprint of $8 billion in new capital, allowing Sprint to strengthen its balance sheet and lower its borrowing costs. This stronger financial foundation can enable Sprint to increase its network investment, accelerate its broadband deployment across multiple spectrum bands, and improve its coverage. Sprint anticipates taking advantage of its strengthened financial position by offering a wider range of devices and services to consumers. Sprint also anticipates taking advantage of other market opportunities to enhance its ability to provide superior service to its customers. The transaction thus promises to increase the speed, coverage, reliability, and capabilities of Sprints wireless broadband network and offer consumers a more competitive choice in a broadband world.
Again, it took six months for S to acquire NXTP and it really shouldn't take any longer than that here, so we're thinking second quarter.
The FCC application has been filed and the comment deadline is Jaunary 4, 2013:
Softbank Corp. (SoftBank),1 its indirect U.S. subsidiary Starburst II, Inc. (Starburst II), and Sprint Nextel Corporation (Sprint and, together with SoftBank and Starburst II, the Applicants) have filed applications (collectively, the Applications) pursuant to sections 214 and 310(d) of the Communications Act of 1934, as amended (the Communications Act),2 and sections 34-39 of the Submarine Cable Landing Act.3 The Applicants seek Commission consent to the transfer of control of various wireless licenses and leases, domestic section 214 authority, international section 214 authorizations, earth station authorizations, interests in submarine cable licenses, and cable television relay service station licenses held by Sprint and its subsidiaries, and by Clearwire Corporation (Clearwire), to SoftBank and Starburst II.4
The proxy should be filed shortly. As we've said, it took six months for S to acquire NXTP and it really shouldn't take any longer than that here, so we're thinking second quarter.
The GEOY vote is in:
- GeoEye, Inc. (NASDAQ: GEOY), a leading source of geospatial information and insight, announced today that its shareholders have approved the proposal to combine GeoEye with DigitalGlobe (the "Merger Proposal").
- At a special meeting of GeoEye shareholders held earlier today, 98.3% of the shares voting at the special meeting voted in favor of the Merger Proposal. This represents approximately 77.2% of GeoEye's total outstanding shares of common stock as of the record date for the meeting voting in favor of the Merger Proposal.
- The transaction remains subject to the satisfaction of customary closing conditions and regulatory approval from the Department of Justice ("DOJ"), the Federal Communications Commission ("FCC") and the National Oceanic and Atmospheric Administration ("NOAA"). GeoEye and DigitalGlobe are working cooperatively with the DOJ, FCC and NOAA, and the transaction is now expected to close in early 2013. Pursuant to the merger agreement, GeoEye will announce the closing date and the election deadline for shareholders as soon as reasonably practicable prior to the closing of the merger.
As we've said, it's not uncommon for these timing agreements to get extended, and with the holidays, we continue to favor a first quarter closing.
Innospec says it is out:
- Patrick Williams, President and CEO said, "We have spent a great deal of time and effort studying the TPC business, and, while we still feel that it is a good fit with Innospec, we are unable to conclude a deal structure in a manner where we are totally satisfied with the value creation for our shareholders. As a result, we have reluctantly decided that it would be in our investors' best interests to withdraw our proposal. Our acquisition strategy has always been focused on delivering shareholder value, and we continue to pursue other opportunities which we hope will come to fruition in the coming months."
- Following the announcement made by Innospec Inc. (Nasdaq: IOSP) ("Innospec") this morning that it will not submit a definitive proposal to acquire TPC Group Inc. (Nasdaq:TPCG), TPC Group's Board of Directors urges all stockholders to take prompt action to vote FOR the adoption of the merger agreement with First Reserve Corporation and SK Capital Partners, under which stockholders will receive $45.00 per share in cash.
- First Reserve Corporation and SK Capital have received all regulatory approvals required to consummate the transaction and, assuming stockholder approval is received, the acquisition is expected to close by no later than December 31, 2012.
RTLX sets a meeting date:
In compliance with the Companies Law, 5759-1999 of the State of Israel and the regulations promulgated thereunder (the Companies Law), Retalix Ltd. (Retalix) hereby notifies its shareholders that it will hold a special general meeting of shareholders (the Meeting) at Retalixs offices, located at 10 Zarhin Street, Raanana, Israel, on January 7, 2013 at 10:00 a.m. Israel time. The record date for the determination of the holders of Retalixs ordinary shares, nominal value NIS 1.00 per share (Ordinary Shares), entitled to this notice of the Meeting and to vote at the Meeting is December 10, 2012.
From the merger agreement:
Israeli Statutory Waiting Periods. At least fifty (50) days shall have elapsed after the filing of the Merger Proposals with the Companies Registrar and at least thirty (30) days shall have elapsed after the approval of the Merger by the shareholders of the Company and Merger Sub.
It looks like this one could be completed in early February. The proxy statement should be filed shortly:
As promptly as practicable after the date of this Agreement, and in any event within eight (8) Business Days after the date hereof, the Company shall prepare the Proxy Statement and cause all required filings relating thereto to be filed with the ISA, TASE, and NASDAQ.
As widely reported:
Martin Marietta Materials Inc. is likely to explore a friendly offer for rival gravel and sand supplier Vulcan Materials Co., rather than launch another hostile takeover attempt, according to people familiar with the decision.
They tried friendly last time as well, before going hostile, so they could change their mind.
From the definitive proxy statement, filed late Friday:
- A special meeting of the stockholders of Ancestry.com Inc. will be held on December 27, 2012.
- The holders of record of our common stock, par value $0.001 per share (Common Stock), at the close of business on November 30, 2012, are entitled to notice of and to vote at the special meeting or at any adjournment thereof.
- This proxy statement is dated November 30, 2012 and is first being mailed to stockholders on or about November 30, 2012.
- The obligations of the Company, Parent and Merger Sub to effect the merger are subject to the fulfillment or waiver, at or prior to the effective time of the merger, of the following mutual conditions:
- the adoption of the Merger Agreement by the required vote of the stockholders;
- the absence of any injunction or similar order by any court of competent jurisdiction which prohibits the merger and any law enacted, entered, promulgated, enforced or deemed applicable by any governmental entity that, in any case, prohibits or makes illegal the consummation of the merger; and
- the expiration or termination of any applicable waiting period under the HSR Act, the filing of a notification with the relevant antitrust authorities under the Italian competition law (Law No. 287/1990), and the filing of a notification with, and the receipt of approval from, the relevant competition authorities under the Irish Competition Act of 2002, as amended.
- The obligation of Parent and Merger Sub to consummate the merger is subject to the fulfillment or waiver in writing of the following additional conditions:
- (i) the representations and warranties of the Company with respect to organization, qualification, capital stock, corporate authority, and finders or brokers will be true and correct in all material respects, both when made and as of the closing date, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date), and (ii) the other representations and warranties of the Company shall be true and correct both when made and at and as of the closing date, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date), except with respect to this clause (ii) where the failure of such representations and warranties to be so true and correct (without regard to any qualifications or exceptions contained as to materiality or Company material adverse effect contained in such representations and warranties), individually or in the aggregate, has not had a Company material adverse effect;
- the Company will have in all material respects performed all obligations and complied with all covenants required by the Merger Agreement to be performed or complied with by it prior to the effective time of the merger;
- the Company will have delivered to Parent a certificate, dated as of the effective time of the merger and signed by its Chief Executive Officer, certifying that the above two conditions have been met;
- since the date of the Merger Agreement, there will not have occurred any material adverse effect with respect to the Company; and
- the Company will have delivered to Parent a certificate, in the form and substance required under Treasury Regulation §§ 1.897-2(h) and 1.1445-2(c)(3), certifying that the Company is not and has not been within the past five years a United States real property holding corporation within the meaning of Section 897 of the Code.
- Notification and Report Forms were filed with the Antitrust Division and the FTC on November 2, 2012, and the FTC granted early termination of the applicable waiting period on November 9, 2012.
- The Irish merger notification was filed on November 15, 2012 and the Italian filing was made on November 16, 2012.
- On November 14, 2012, the court entered a scheduling order in In re: Ancestry.com Inc. Shareholder Litigation (Consolidated C.A. No. 7988) providing for expedited discovery and setting a hearing on plaintiffs motion for a preliminary injunction for December 17, 2012.
- We anticipate completing the merger in the first quarter of 2013, and possibly earlier, subject to approval of the Merger Agreement by the Companys stockholders as specified herein and the satisfaction of the other closing conditions.
It looks like this one could be done this year but there's a marketing period:
For purposes of the Merger Agreement, Marketing Period means the first period of twenty consecutive business days commencing after the date of the Merger Agreement and throughout and at the end of which
- Parent shall have received the Required Information (as defined under Financing) from the Company and the Required Information will be Compliant (as defined below),
- Parents and Merger Subs conditions to their obligations to complete the merger are satisfied (except for approval of the merger by the Companys stockholders and other than those conditions that by their nature are to be satisfied by actions to be taken at the closing but subject to the satisfaction or waiver of such conditions, or the failure of which to be satisfied, is attributable to a breach by Parent or Merger Sub of its representations, warranties, covenants or agreements contained in the Merger Agreement),
- nothing has occurred and no condition exists that would reasonably be expected to cause the failure to be satisfied of Parents and Merger Subs conditions to their obligations to complete the merger, assuming the closing were to be scheduled for the last business day of the Marketing Period and
- the Company has mailed or otherwise made available this proxy statement to the stockholders of the Company.
The marketing period will not commence until after the foreign approvals are place but it looks like if this one is don't this year, it should be early in 2013.
HSR is done:
Under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the HSR Act), the Offer and the Merger may not be consummated unless certain filings have been submitted to the Federal Trade Commission and the Antitrust Division of the U.S. Department of Justice, and certain waiting period requirements have been satisfied. As of 11:59 pm Eastern Standard Time on November 30, 2012, the applicable waiting period with respect to the filings made under the HSR Act expired.
This should be done on the current expired date, December 17, 2012, but there's the marketing period:
- The merger agreement provides that the marketing period means the first period of 15 consecutive calendar days after the later of:
- November 30, 2012;
- and the date on which Riverbed shall have provided (or cause to have been provided), and the arrangers party to the commitment letter shall have received, certain information required to be delivered pursuant to the commitment letter for purposes of the syndication provided therein;
- the marketing period shall end on any earlier date that is the date on which all of the proceeds of the debt financing have been obtained; and
- the marketing period shall end on or prior to December 21, 2012 or, if the marketing period has not ended on or prior to December 21, 2012, then such period shall begin on or after January 2, 2013.
UnionBanCal Corporation (UNBC) and its primary subsidiary, Union Bank, N.A. (Union Bank), today announced that it has completed its $1.5 billion purchase of Pacific Capital Bancorp (PCBC), a bank holding company headquartered in Santa Barbara, California. As part of the transaction, Santa Barbara Bank & Trust, N.A. will be merged with and into Union Bank on December 3, 2012, with Union Bank continuing as the surviving entity. The merger received final regulatory approval on November 14, 2012.
[This is a sample Stewart Henry Research Deal report.]