Market Overview

Benzinga's M&A Chatter for Tuesday October 30, 2012

The following are the M&A deals, rumors and chatter circulating on Wall Street for Tuesday October 30, 2012:

Disney to Buy Lucasfilm For $4.05B in Cash and Stock

The Deal:
The Walt Disney Company (NYSE: DIS) has agreed to acquire Lucasfilm in a stock and cash transaction. Lucasfilm is 100% owned by Lucasfilm Chairman and Founder, George Lucas.

Under the terms of the agreement and based on the closing price of Disney stock on October 26, 2012, the transaction value is $4.05 billion, with Disney paying approximately half of the consideration in cash and issuing approximately 40 million shares at closing. The final consideration will be subject to customary post-closing balance sheet adjustments.

Bayer to acquire Schiff Nutrition for $1.2B

The Deal:
Bayer HealthCare (OTC: BAYRY) has signed a merger agreement to acquire Schiff Nutrition International (NYSE: SHF) for $1.2 billion or $34 per share in cash.

Closing is subject to customary closing conditions and is expected by year end 2012.

“Bayer is committed to augment its organic growth with strategic bolt-on acquisitions. This transaction represents an excellent strategic fit for our HealthCare business,” said Dr. Marijn Dekkers, CEO of Bayer AG. “The Schiff business significantly enhances our presence and position in the United States, which accounts for more over-the-counter and nutritional products sales than any other country in the world.”

Schiff Nutrition closed last Friday at $23.19.

EMC to Acquire Silver Tail Systems

The Deal:
EMC Corporation (NYSE: EMC) announced Tuesday it has signed a definitive agreement to acquire privately-held Silver Tail Systems, a leader in real-time web session intelligence and behavioral analysis. Upon closing, Silver Tail will operate within the RSA security division and is expected to extend the capabilities of RSA's Identity Protection and Verification solutions, as well as other areas across RSA's enterprise security portfolio.

Terms of the deal were not disclosed. The acquisition is expected to be completed in the fourth quarter of 2012, subject to certain closing conditions. The acquisition is not expected to have a material impact to EMC GAAP or non-GAAP EPS for the full 2012 fiscal year.

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