The Takeover Stock Report
Subscriber Login


Germany is done:

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:

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 today’s 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. SoftBank’s $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 Sprint’s 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:

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:

TPCG's reponse:

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 Retalix’s offices, located at 10 Zarhin Street, Ra’anana, Israel, on January 7, 2013 at 10:00 a.m. Israel time. The record date for the determination of the holders of Retalix’s 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:

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

  1. Parent shall have received the Required Information (as defined under “—Financing”) from the Company and the Required Information will be Compliant (as defined below),
  2. Parent’s and Merger Sub’s conditions to their obligations to complete the merger are satisfied (except for approval of the merger by the Company’s 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),
  3. nothing has occurred and no condition exists that would reasonably be expected to cause the failure to be satisfied of Parent’s and Merger Sub’s 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
  4. 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:

Done deal:

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.]