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Benzinga's M&A Chatter for Tuesday May 22, 2012

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The following are the M&A deals, rumors and chatter circulating on Wall Street for Tuesday May 22, 2012:

SAP to Expand Cloud Presence with Acquisition of Ariba

The Deal:
SAP AG (NYSE: SAP) and Ariba (NASDAQ: ARBA) announced that SAP's subsidiary, SAP America, has entered into an agreement to acquire Ariba, the leading cloud-based business commerce network, for $45.00 per share, representing an enterprise value of approximately $4.3 billion. The acquisition will combine Ariba's successful buyer-seller collaboration network with SAP's broad customer base and deep business process expertise to create new models for business-to-business collaboration in the cloud.

The Ariba board of directors has unanimously approved the transaction. The per share purchase price represents a 20% premium over the May 21 closing price and a 19% premium over the one month volume weighted average price per share. The transaction will be funded from SAP's free cash and a €2.4 billion term loan facility. The transaction is expected to close in the third quarter of calendar year 2012, subject to Ariba stockholder approval, clearances by relevant regulatory authorities and other customary closing conditions. The transaction is expected to be accretive to SAP's non-IFRS earnings per share in 2013.

Ariba closed at $44.87 on Tuesday, a gain of 19.21% on 18 times the average daily volume.

Google Acquires Motorola Mobility

The Deal:
Google (NASDAQ: GOOG) announced Tuesday that the acquisition of Motorola Mobility Holdings (NYSE: MMI) has closed, with Google acquiring MMI for $40.00 per share in cash.

The acquisition will enable Google to supercharge the Android ecosystem and will enhance competition in mobile computing. Motorola Mobility will remain a licensee of Android and Android will remain open. Google will run Motorola Mobility as a separate business.

Sanjay Jha, who revived Motorola's Mobile Devices business and led the company through this acquisition, has stepped down as CEO, although he will continue to work with Google to help ensure a smooth transition.

Dennis Woodside, who has overseen integration planning for the acquisition and previously served as President of Google's Americas region, has become CEO of Motorola Mobility.

Google closed at $600.80, a loss of 2.17% on Slightly more than average volume.

VMware to Acquire Wanova

The Deal:
VMware (NYSE: VMW) announced Tuesday that it has entered into a definitive agreement to acquire Wanova.

"The acquisition of Wanova will bring together industry leading solutions for centralized image management of both physical and virtual desktops," said Jeff Jennings, vice president, Enterprise Desktop, VMware. "This combination has the potential to redefine the desktop virtualization landscape. By blurring the boundaries of virtual vs. physical desktops, the benefits of central image management and persistent user installed applications can be extended to all systems within a business -- physical, virtual, tethered desktops, or roaming Mac and PC laptops."

VMware closed at $100.89 on Tuesday, a loss of 0.47% on average volume.

Benihana to Be Acquired by Angelo, Gordon & Co.'s Private Equity Group for $296M

The Deal:
Benihana (NASDAQ: BNHN) announced Tuesday that it has entered into a definitive merger agreement with funds advised by Angelo, Gordon & Co.'s Private Equity Group in a transaction valued at approximately $296 million.

Under the terms of the merger agreement, which has been approved by the Company's Board of Directors, Angelo Gordon will acquire all of the outstanding shares of Benihana's common stock for $16.30 per share in cash. This represents a premium of 46% percent over the average closing share price for the 30 days ended March 13, 2012, at which time the Company announced that it was exploring strategic alternatives (including a possible sale of the Company), and an approximate 23% premium to the closing share price on May 21, 2012. The transaction will result in Benihana becoming a private company.

Benihana closed at $16.12 on Tuesday, a gain of 21.20% on 95 times the average daily volume.

RR Donnelley to Acquire EDGAR Online

The Deal:
R. R. Donnelley & Sons Company (NASDAQ: RRDs) and EDGAR Online (NASDAQ: EDGR) jointly announced Tuesday that they have signed a definitive agreement pursuant to which RR Donnelley will acquire EDGAR Online, a leading provider of disclosure management services, financial data and enterprise risk analytics software and solutions for both corporate and investment professionals. The deal is valued at approximately $70.5 million, which includes $1.092 per common share, assumption of debt and payment of an amount equal to the redemption price of the preferred shares.

The transaction is expected to close during the third quarter of 2012. The acquisition is expected to be accretive to RR Donnelley's earnings in the first full year after the closing of the transaction and is subject to customary closing conditions, including regulatory approval and approval of EDGAR Online shareholders.

EDGAR Online closed at $1.08 on Tuesday, a gain of 50% on 49 times the average daily volume.

Integrated Device Technology Commences Exchange Offer to Acquire PLX Technology

The Offer:
Integrated Device Technology (NASDAQ: IDTI), through a wholly owned subsidiary, is commencing Tuesday an exchange offer to acquire all outstanding shares of common stock of PLX Technology (NASDAQ: PLXT) for $3.50 in cash and 0.525 shares of IDT common stock for each PLX common share outstanding, without interest and less any applicable withholding taxes. The exchange offer is being made pursuant to a Prospectus/Offer to Purchase, dated May 22, 2012, and in connection with an Agreement and Plan of Merger, dated April 30, 2012, which IDT and PLX previously announced on April 30, 2012.

The exchange offer and any withdrawal rights to which PLX's stockholders may be entitled will expire at 12:00 midnight EST on June 20, 2012, unless the exchange offer is extended in accordance with the Merger Agreement or applicable law. Participants in the PLX Employee Stock Ownership Plan must provide instructions to Union Bank N.A. to tender, or not tender, the shares allocated to their accounts under the ESOP no later than 5 p.m. EST on June 15, 2012, unless the exchange offer is extended in accordance with the Merger Agreement or applicable law. Following the acceptance for payment of shares in the exchange offer and completion of the transactions contemplated in the Merger Agreement, PLX will become a wholly-owned subsidiary of IDT.

PLX Technology closed at $6.29 on Tuesday, a loss of 2.02% on lower than average volume.

Hearing Chatter of Cisco Offer for F5 Networks

The Rumor:
Cisco (NASDAQ: CSCO) is rumored to be making an offer of $145 per share to acquire F5 Networks (NASDAQ: FFIV), according to sources.

Spokespersons for Cisco and F5 were not available for comment.

F5 Networks closed at $116.54 on Tuesday, a loss of 0.76% on lower than average volume.

Hearing Chatter of Ericsson Bid for Ciena

The Rumor:
Ericsson (NASDAQ: ERIC) has an interest in acquiring Ciena (NASDAQ: CIEN), according to sources. On April 19 a rumor surfaced with Deutsche Telekom (DTEGY) offering $24 per share for Ciena.

A spokesperson for Ciena would not comment on the rumor. An Ericsson spokesperson was not available for comment.

Ciena closed at $12.24 on Tuesday, a loss of 0.08% on lower than average volume.

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