Benzinga's M&A Chatter for Friday December 23, 2011
Here are the M&A deals and chatter for Friday December 23, 2011. Benzinga Pro reported them in real-time as they occurred:
Perfumania Holdings and Parlux Fragrances Announce Proposed Merger
The Deal: Perfumania Holdings (NASDAQ: PERF) and Parlux Fragrances (NASDAQ: PARL) announced Friday that they have signed a definitive merger agreement under which Perfumania would acquire all of the outstanding shares of Parlux in a transaction valued at approximately $170 million, based on Perfumania's closing stock price of $19.55 per share on December 22, 2011. Based on that Perfumania stock price and depending on the stockholder elections described below, the merger agreement values a share of Parlux stock at between $7.91 and $8.55, assuming no adjustments under the merger agreement other than such elections.
Parlux's closing market price on December 22, 2011 was $3.40 per share, and there were 20,769,362 shares of Parlux common stock outstanding on that date. Parlux stockholders will be entitled to elect between mixed stock and cash consideration and principally stock consideration under the merger agreement. The actual value of the per-share merger consideration payable to a stockholder will vary based upon the market price of Perfumania's stock when the merger closes, as well as the stockholders' elections and adjustments provided for in the merger agreement.
Shares of Perfumania and Parlux were halted at 3:28pm, prior to the announcement. Both companies resumed trading at 4:15pm. Parlux shares rose 111% from the closing price of $3.47, while Perfumania traded down about $1.00 from its close of $19.70.
SunPower Announces Agreement to Acquire Tenesol
The Deal: SunPower Corp. (NASDAQ: SPWR), announced Friday that it has signed a definitive agreement to acquire Tenesol SA, a global solar provider headquartered in La Tour de Salvagny, France.
Tenesol, a wholly-owned subsidiary of Total SA, has operations in 18 countries and solar panel manufacturing facilities in France and South Africa.
Under the terms of the agreement, SunPower will acquire Tenesol from Total for $165.4 million in cash. Concurrently with the closing of the acquisition, Total has agreed to purchase 18.6 million shares of SunPower common stock in a private placement at $8.80 per share, a 50 percent premium to SunPower's December 22, 2011 closing price.
Shares of Sunpower traded in a range of $5.92 to $6.99 Friday on 5 times the average daily volume and closed at $6.00 for a gain of 2.5%.
Yum! Brands Acquires A&W Restaurants
The Deal: A&W Restaurants Inc., has been acquired by A Great American Brand, a partnership of domestic and international A&W Restaurant franchisees, from YUM! Brands (NYSE: YUM). Terms were not disclosed.
Shares of YUM! Brands traded in a range of $58.50 to $59.03 Friday on 45% of the average daily volume, closing at the high of the day for a 1% gain.
Mercury Computer Systems to Acquire KOR Electronics and Paragon Dynamics
The Deal: Mercury Computer Systems (NASDAQ: MRCY) announced Friday that it has signed a definitive agreement to acquire KOR Electronics and its wholly owned subsidiary, Paragon Dynamics. Under the terms of a merger agreement, KOR will become a wholly-owned subsidiary of Mercury for an all-cash purchase price of $70 million. The acquisition will be funded with cash on hand, and is expected to be immediately accretive to earnings after excluding the effects of non-cash amortization of intangible assets related to the acquisition. The transaction, which is subject to final approval by KOR shareholders, is expected to close within Mercury's fiscal 2012 second quarter ending December 31, 2011.
Shares of Mercury Computer Systems traded in a range of $13.29 to $13.69 on 60% of the average daily volume and closed at $13.33, a gain of 1% for the day.
BHP Billiton to Acquire Mosaic
BHP a frequently named acquire and Mosaic a frequent acquisition target, were both contacted by Benzinga Friday. BHP would not comment on the rumor and Mosaic was closed for the holidays.
Shares of Mosaic traded Friday in a range of $51.32 to $52.49 Friday on less than half the average daily volume and closed at $52.45, a gain of 1.6% for the day.
Un-named Private Equity Firm to Acquire Chicos FAS
The Rumor: According to DealReporter, Chicos FAS (NYSE: CHS) has been approached by private equity firms for a possible buyout. Benzinga placed a call to Chicos FAS Friday, but did not get a reply.
Shares of Chicos FAS traded Friday in a range of $10.54 to $11.23 Friday on 30% more than the average daily volume and closed at $11.12, a gain of 5.45% for the day.
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