Merger Arbitrage Mondays – April 26, 2010
Benzinga 16 years ago
The Merger and Acquisition front last week saw three new deals and two deals that closed.
The three new deals include the acquisition of Qwest Communications International(Q) by CenturyTel (CTL) for $5.71 per share in an all stock deal that is expected to close more than a year later. Qwest Communications, a company tainted by insider trading by it’s guilty Ex-CEO Joe Nacchio, inched up just a little following the merger announcement and dropped on Friday on concerns that the deal may face regulatory approval issues and that CenturyTel may have a difficult time integrating this acquisition. The 8.19% spread on this deal is also the largest of the new merger announcements from last week. An arbitrage position that includes buying Qwest and shorting CenturyTel has to take into account the fact that CenturyTel’s dividend yield of 8.4% is larger than Qwest’s 6.1% yield, thereby reducing the spread to 5.89% after taking dividend payments on the short position into account.
The two other new deals include the acquisition of CyberSource (CYBS) by Visa (V) for $26 per share in cash and the acquisition of Cornell Companies (CRN) by The GEO Group (GEO) for a closing price of $27.82. Under the terms of the definitive agreement, stockholders of Cornell will have the option to elect to receive either
- 1.3 shares of GEO common stock for each share of Cornell common stock or
- An amount of cash consideration equal to the greater of (i) the fair market value of one share of GEO common stock plus $6.00 or (ii) the fair market value of 1.3 shares of GEO common stock.
The deals that closed were the acquisition of Lodgian (LGN) by LoneStar on April 20, acquisition of Facet Biotech (FACT) by Abbott (ABT) on April 21 and acquisition of Chordiant Software (CHRD) by Pegasystems (PEGA).
Update: The closing price for ADG was originally specified as $6. This was a mistake and the actual closing price is $7.25 as specified in the details section (clicking on the + sign) and in previous blog entries.
| Symbol | Anno.
Date |
Acquiring
Company |
Closing
Value |
Closing
Price |
Last
Price |
Closing
Date |
Profit | Annu.
Profit |
|
| + | ADG | 1/19/2010 | Chemring Group Plc | $59 million | $7.25 | 5.82 | 5/31/2010 | 24.57% | 256.23% |
| + | AYE | 2/11/2010 | FirstEnergy | $8.5 billion | 25.02 | 21.57 | 3/31/2011 | 15.99% | 17.43% |
| Details of Allegheny Energy Inc.:
Expected to close by March 31, 2011 for a closing value $8.5bn. It is a stock based transaction @ 0.667 share of FE |
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| + | SSE | 2/23/2010 | Naugatuck Valley Financial Corp | $19.5 million | 7.25 | 6.67 | 8/16/2010 | 8.70% | 28.85% |
| Details of Southern Connecticut Bancorp Inc.:
Expected to close by the third calendar quarter of 2010, for a closing value of $19.5mn @ $7.25/share. The Cash/stock election is subject to proration |
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| + | Q | 4/22/2010 | Century Link | $10.6 billion | 5.71 | 5.28 | 6/30/2011 | 8.14% | 7.01% |
| Details of Qwest Communications International Inc. :
Expected to close in the first half of 2011 for a value of $10.6bn. Under the terms of the agreement, Qwest shareholders will receive 0.1664 CenturyLink shares for each share of Qwest common stock they own at closing. |
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| + | ARD | 4/4/2010 | SandRidge Energy Inc. | $1.6 billion | 39.71 | 37.65 | 9/30/2010 | 5.47% | 12.97% |
| Details of Arena Resources Inc. :
Expected to close during the second or third quarter of 2010 for a value of $1.6bn. The stock-cash merger is @ 4.7771 shares of SandRidge common stock and $2.50 in cash for each share of Arena common stock. |
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| + | STBK | 3/18/2010 | Roma Financial Corp | $14.7 million | 2.52 | 2.39 | 8/16/2010 | 5.44% | 18.05% |
| Details of Sterling Banks, Inc.:
Expected to close in the third quarter of 2010 for a closing value of $14.7 million. The cash deal is @ $2.52 per share |
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| + | SWWC | 3/3/2010 | Institutional Investors | $275 million | 11 | 10.58 | 5/17/2010 | 3.97% | 69.00% |
| Details of Southwest Water Co.:
Expected to close by the second quarter of 2010 for a closing value of $275bn. It is a cash deal @ $11.00 per share |
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| Details of Allied Defense Group Inc.:
Expected to close by April 19, 2010 for a closing value of $59mn. The closing price for the cash deal is $7.25 per share |
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| + | PINN | 2/24/2010 | Investor Group lead by Scotia Waterous (USA) | $11 million | 0.34 | 0.33 | 5/17/2010 | 3.03% | 52.67% |
| Details of Pinnacle Gas Resources, Inc.:
Expected to close by the second quarter of 2010 for a closing value of $11mn. It is a cash deal @ $0.34 per share |
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| + | SII | 2/19/2010 | Schlumberger | $7.5 billion | 50.63 | 49.15 | 9/30/2010 | 3.01% | 7.14% |
| Details of Smith International Inc. :
Expected to close by the second half of 2010. It is a stock-for-stock merger @ 0.6966 shares of SLB / $42.96 per SII share |
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| + | BNE | 2/24/2010 | RR Donnelley | $481 million | 11.5 | 11.2 | 9/30/2010 | 2.68% | 6.35% |
| Details of Bowne & Co. Inc.:
Expected to close by the second half of 2010 for a closing value of $481mn. It is a cash deal @ $11.50 per share |
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| + | MAM | 3/12/2010 | Emera Inc. | $75.7 million | 45 | 44 | 12/31/2010 | 2.27% | 3.39% |
| Details of Maine & Maritimes Corporation:
Expected to close by the end of 2010 for a closing value of $75.7 million. The cash deal is @ $45 per share |
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| + | ORCD | 3/16/2010 | eMusic | $12.77 million | 2.05 | 2.01 | 8/16/2010 | 1.99% | 6.60% |
| Details of The Orchard Enterprises Inc.:
Expected to close by the third quarter of 2010 for $12.7 million @ $2.05 per share. |
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| + | ME | 4/15/2010 | Apache | $2.7 billion | 26.53 | 26.03 | 9/30/2010 | 1.92% | 4.55% |
| Details of Mariner Energy, Inc.:
Expected to close by the third quarter of 2010 for a value of $2.7bn. Under the cash and stock deal, Mariner stockholders will receive cash of $7.80 and 0.17043 of a share of Apache common stock in exchange for each share of Mariner common stock. |
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| + | RCNI | 3/5/2010 | Abry | $1.2 billion | 15 | 14.72 | 9/30/2010 | 1.90% | 4.51% |
| Details of RCN Corp.:
Expected to close by the Second half 2010 for a closing value of $1.2bn. It is a cash deal @ $15.00 per share |
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| + | CRN | 4/19/2010 | GeoGroup | $685 million | 27.82 | 27.31 | 9/30/2010 | 1.87% | 4.43% |
| Details of Cornell Companies Inc.:
Expected to close in the third quarter of 2010 at an estimated enterprise value of $685 million based on the closing prices of both companies’ stocks on April 16, 2010, including the assumption of approximately $300 million in Cornell debt, excluding cash. Under the terms of the definitive agreement, stockholders of Cornell will have the option to elect to receive either (a) 1.3 shares of GEO common stock for each share of Cornell common stock or (b) an amount of cash consideration equal to the greater of (i) the fair market value of one share of GEO common stock plus $6.00 or (ii) the fair market value of 1.3 shares of GEO common stock. |
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| + | WEL | 4/9/2010 | Halliburton Company | $240 million | 3 | 2.95 | 9/30/2010 | 1.69% | 4.02% |
| Details of Boots & Coots, Inc.:
Expected to close in the summer of 2010 for a value of $240mn. The $3 cash & stock deal consists of $1.73 in cash and $1.27 in Halliburton stock. |
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| + | DCP | 4/12/2010 | Cerberus Capital Management | $1.5 billion | 17.55 | 17.29 | 11/15/2010 | 1.50% | 2.76% |
| Details of DynCorp International Inc.:
Expected to close in the third or fourth quarter of 2010 for a value of $1.5bn. DynCorp International’s stockholders will receive $17.55 in cash for each share of DynCorp International common stock they own. |
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| + | CYBS | 4/21/2010 | Visa Inc. | $2.0 billion | 26 | 25.63 | 9/30/2010 | 1.44% | 3.42% |
| Details of CyberSource Corporation:
Expected to close in Visa’s Fourth Fiscal Quarter ending in September for a closing value of $2bn. The closing price for the cash deal is at a price of $26.00 per share. |
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| + | RISK | 3/1/2010 | MSCI | $1.55 billion | 22.96 | 22.71 | 7/16/2010 | 1.10% | 5.02% |
| Details of RiskMetrics Group, Inc.:
Expected to close by the third fiscal quarter of 2010 for a closing value of $1.55bn. It is cash plus stocks deal @$16.35/share + 0.1802 MSCI shares |
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| + | RBI | 3/15/2010 | affiliate of Oncap Management Partners L.P. | 13.55 | 13.41 | 8/16/10 | 1.04% | 3.46% | |
| Details of Sport Supply Group, Inc:
Expected to close in the second or third quarter of 2010. ONCAP has the unilateral option to terminate the merger agreement by paying to Sport Supply Group a termination fee of either $6,000,000 or $10,000,000, depending on whether financing is available to ONCAP. It is a cash deal @ $13.55 |
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| + | PFWD | 4/16/2010 | Oracle Corp. | $685 million | 17 | 16.83 | 6/30/2010 | 1.01% | 5.76% |
| Details of Phase Forward Inc. :
Expected to close in the middle of the year 2010 for a value of $685mn. Oracle is paying $17 per share in cash |
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| + | SKIL | 2/12/2010 | consortium of private equity funds | $1.2 billion | 11.25 | 11.15 | 5/31/2010 | 0.90% | 9.35% |
| Details of SkillSoft plc:
The merger agreement has a “go-shop” period, ending on March 6, 2010. It has a closing value of approximately $1.2bn. The closing price for the cash deal has been revised from $10.80 per share to $11.25 per share as on March 31, 2010. |
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| + | MIR | 4/12/2010 | RRI Energy In. | $1.6 billion | 11.54 | 11.44 | 12/31/2010 | 0.87% | 1.30% |
| Details of Mirant Corporation:
Expected to close by the end of the year 2010 for a value of $1.6bn. Mirant Corp. will combine with RRI Energy Inc. in a stock-deal to form GenOn Energy. Mirant stockholders will get about 2.84 RRI common shares for each Mirant share they own. |
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| + | MIL | 3/1/2010 | Merck | $6 billion | 107 | 106.22 | 9/30/2010 | 0.73% | 1.74% |
| Details of Millipore Corp.:
Expected to close by the second half of 2010 for a closing value of $6bn. It is a cash deal @ $107 per share |
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| + | DCAI | 4/14/2010 | U.S. Renal Care | $112 million | 11.25 | 11.21 | 5/31/2010 | 0.36% | 3.72% |
| Details of Dialysis Corp. of America:
Expected to close in May 2010 for a value of $112mn. The cash deal is @ $11.25 per share. |
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| + | NADX | 4/5/2010 | GDC Holdings Inc. | $100 million | 17 | 16.95 | 6/30/2010 | 0.29% | 1.68% |
| Details of National Dentex Corp.:
Expected to close at the end of the quarter ending June 30 for a value of $100mn. The deal is @ $17.00 per share in cash. |
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| + | BELM | 3/29/2010 | Avnet | $252 million | 7 | 6.99 | 6/30/2010 | 0.14% | 0.82% |
| Details of Bell Microproducts Inc.:
Expected to close in two to four months for a closing value of $252mn and also assuming $342 million in debt for the company as part of the transaction, bringing the total value of the deal up to $594 million.Avnet is paying $7 a share for San Jose-based Bell Microproducts Inc |
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| + | TWLL | 3/22/2010 | Intersil Corp. | $400 million | 18.5 | 18.48 | 5/17/2010 | 0.11% | 1.88% |
| Details of Techwell, Inc.:
Expected to close by the second quarter of 2010 for a closing value of $400 million. Intersil is paying $18.50 per Techwell share. |
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| + | WEDC | 3/30/2010 | Microsemi Corporation | $100 million | 7 | 7 | 6/27/2010 | 0.00% | 0.00% |
| Details of White Electronic Designs Corp.:
Expected to close in the fiscal third quarter ending June 27 for a closing value of $100mn. Micorsemi is paying $7 per White Electronic’s share. |
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| + | CXG | 3/22/2010 | Consol Energy Inc. | $363 million | 38.25 | 38.26 | 5/5/2010 | -0.03% | -1.06% |
| Details of CNX Gas Corporation:
Expected to launch tender offer by May 05, 2010 for a closing value of $363 million for 9.5 million shares of CNX Gas Corp. from stockholders represented by T. Rowe Price Associates Inc. at a price of $38.25 per share |
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| + | PRPX | 2/17/2010 | L.B. Foster Co. | $112 million | 11.71 | 11.74 | 6/30/2010 | -0.26% | -1.46% |
| Details of Portec Rail Products Inc.:
Expected to close by the end of June 2010 for a closing value of $112mn. The cash deal is @ $11.71 per share |
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| + | BWY | 3/29/2010 | Madison Dearborn Partners, LLC (MDP) | $915 million | 20 | 20.07 | 8/16/2010 | -0.35% | -1.16% |
| Details of BWAY Holding Company:
Expected to close in the second or third quarter of 2010 for a value of $915 million.Under the agreement, BWAY shareholders will receive $20.00 cash for each share of BWAY common stock they own. |
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| + | SMMX | 4/5/2010 | Accelrys Inc. | $186 million | 5.66 | 5.68 | 6/30/2010 | -0.35% | -2.01% |
| Details of Symyx Technologies Inc.:
Expected to be completed by the end of June 2010 for a value for $186mn. It is an all-stock merger where Symyx shareholders will receive 0.7802 shares of Accelrys common stock for each share of Symyx. |
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| + | NGA | 4/1/2010 | AZZ Inc. | $125.6 million | 7.5 | 7.57 | 8/31/2010 | -0.92% | -2.70% |
| Details of North American Galvanizing & Coatings Inc.:
Expected to close by the end of AZZ’s fiscal second quarter, Aug. 31for a value of $125.6 million. AZZ plans a cash tender offer for NAGC of $7.50 per share |
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| + | CFL | 1/18/2010 | Tyco International | $2.9 billion | 42.5 | 42.93 | 6/26/2010 | -1.00% | -6.09% |
| Details of Broadview Security :
Expected to close in the second half of Tyco’s fiscal year, which began on September 26, 2009, for a closing value of $2.9bn. The closing price for the cash deal is $42.50 per share |
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| + | ZNT | 2/18/2010 | Fairfax Financial Holdings | $I.4 billion | 38 | 38.41 | 5/17/2010 | -1.07% | -18.55% |
| Details of Zenith National Insurance Corp. :
Expected to close by the second quarter of 2010 for a closing value of $1.4bn. It is a cash deal @ $38 per share |
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| + | IUSA | 3/8/2010 | CCMP | $460 million | 8 | 8.17 | 6/30/2010 | -2.08% | -11.87% |
| Details of infoGROUP, Inc.:
Expected to close by this Summer for a value of $460 million @ $8.00 per share |
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| + | TUTR | 3/26/2010 | Thoma Brava | $141 million | 5.6 | 5.76 | 7/31/2010 | -2.78% | -10.67% |
| Details of Plato Learning, Inc. :
Expected to close by July 31, 2010 for a closing value of $141 million. Thoma Bravo LLC will pay $5.60 in cash for each Plato share. |
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| + | CKR | 3/1/2010 | Thomas H. Lee | $928 million | 11.05 | 12.85 | 5/17/2010 | -14.01% | -243.47% |
| Details of CKE Restaurants Inc.:
Expected to close by the second quarter of 2010 for a closing value of $928bn. It is a cash deal @ $11.05 per share |
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| + | CCE | 2/25/2010 | The Coca-Cola Company | $12.3 billion | 28.25 | 10/1/2010 | -100.00% | -235.48% | |
| Details of Coca-Cola Enterprises Inc.:
Expected to close by October 1, 2010 for a closing value of $1.23bn. The deal includes $10 per share + a share in a new bottling company |
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