Benzinga's M&A Chatter for Monday February 6, 2012
The following are the M&A deals, rumors and chatter circulating on Wall Street for Monday February 6, 2012:
Fidelity National Financial Announces Agreement to Acquire O'Charley's for $9.85 per Share in Cash
The Deal: Fidelity National Financial, Inc. (NYSE: FNF) announced Monday the signing of a definitive agreement to acquire all of the outstanding common stock of O'Charley's (NASDAQ: CHUX) that it does not currently own for $9.85 per share in cash. FNF currently owns 2,079,542, or 9.5%, of the outstanding shares of common stock of O'Charley's, which operates more than 340 full-service restaurants under the O'Charley's, Ninety Nine and Stoney River concepts.
Under the terms of the definitive agreement, FNF intends to commence a tender offer for all of the outstanding shares of common stock of O'Charley's that it does not currently own on or about February 24, 2012. The initial tender is expected to expire on April 2, 2012, and to close shortly thereafter, assuming that shares that, combined with FNF's existing 9.5% ownership stake, represent more than a majority of the outstanding shares of O'Charley's are properly tendered and not withdrawn. Closing of the tender is also contingent on customary closing conditions, including the expiration of the HSR waiting period. The back-end, cash-out merger under Tennessee law is expected to take place no earlier than May 2, 2012, and is also subject to customary closing conditions, including the successful completion of the tender offer.
O'Charley's closed at $9.81 Monday, a gain of 41.76% for the day on 200 times the average daily volume.
Rambus Acquires Unity Semiconductor
Rambus (NASDAQ: RMBS) announced Monday it has acquired privately-held Unity Semiconductor for an aggregate of $35 million in cash. As part of this acquisition, the Unity team members have joined Rambus to continue developing innovations and solutions for next-generation non-volatile memory. This acquisition will expand the breadth of Rambus' breakthrough memory technologies and will open up new markets for licensing. The boards of directors of both companies have approved the acquisition and it has closed.
Rambus shares closed at $7.54 Monday, a loss of 0.26% for the day on one-third the average daily volume.
Alleghany Corporation Stockholders Approve Combination With Transatlantic
Alleghany Corporation (NYSE: Y) announced Monday that its stockholders overwhelmingly voted to approve the previously announced merger of Transatlantic Holdings (NYSE: TRH), into Shoreline Merger Sub, a wholly-owned subsidiary of Alleghany, pursuant to the merger agreement, dated as of November 20, 2011, between Alleghany and Transatlantic. In addition, Transatlantic's stockholders have voted to approve and adopt the merger agreement.
The transaction, which is subject to regulatory approvals and customary closing conditions, is expected to close in the first quarter of 2012.
Alleghany closed at $302.25 Monday, a loss of 0.42% for the day on 3 times the average daily volume.
FTC May Block Express Scripts Merger with MedcoHealth Solutions
The Federal Trade Commission may seek to block the merger of Express Scripts (NASDAQ: ESRX) and MedcoHealth Solutions (NYSE: MHS), according to Reuters. The Food Marketing Institute, which represents grocery chains, asked the FTC to prevent the merger. Both stocks plunged on the report, before recovering about half their losses.
Spokepersons for both Express Scripts and MedcoHealth told Benzinga they still expect the merger to close in the first half of 2012.
Express Scripts closed at $49.67 Monday, a loss of 4.64% for the day on 5.5 times the average daily volume.
MedcoHealth Solutions closed at $58.47 Monday, a loss of 8.08% for the day on 7.6 times the average daily volume.
Kroger Cheap Acquisition Target
Kroger (NYSE: KR) is a cheap takeover target, cheaper than 99% of the S&P 500, according to Bloomberg. A European buyer may consider a Kroger acquisition.
A spokesperson for Kroger could not be reached for comment.
Kroger closed at $24.06 Monday, a gain of 0.59% for the day on 1.4 times the average volume.
Baidu to Partner with or Acquire Renren
Interest in Renren has intensified over the past week, after the announcement of Facebook's IPO filing.
RenRen closed at $4.92 Monday, a loss of 5.75% for the day on more than twice the average volume.
Verizon Rumored Buyer of Cablevision Systems
A spokesperson for Verizon had no comment for Benzinga. A Cablevision spokesperson could not be reached for comment.
Cablevision Systems closed at $14.91 Monday, a gain of 2.69% for the day on slightly more than average volume.
Merck Rumored Buyer of Idenix Pharmaceuticals
A spokesperson for Idenix had no comment. A Merck spokesperson could not be reached for comment.
Idenix closed at $12.05 Monday, a gain of 3.17% for the day on 1.5 times the average volume.
TPG Capital Rumored Buyer of MEMC Electronic Materials
Private equity firm TPG Capital is rumored to be offering $9.25 per share for MEMC Electronic Materials (NYSE: WFR), according to sources.
A spokesperson for MEMC could not be reached for comment.
MEMC Electronic Materials closed at $5.27 Monday, a gain of 1.54% for the day on average volume.
Singapore Pension Fund Rumored Buyer of Starwood Hotels
Singapore pension fund is rumored to be offering $65 to $70 per share for Starwood Hotels (NYSE: HOT), according to sources.
A spokesperson for Starwood Hotels had not heard the rumor and had no comment.
Starwood Hotels closed at $57.29 Monday, a gain of 1% for the day on 1.4 times the average daily volume.
Hearing Private Equity Chatter in Badge Meter
A private equity firm may be looking to acquire Badge Meter (NYSE: BMI), according to sources.
A spokesperson for Badge Meter could not be reached for comment.
Badge Meter closed at $34.01 Monday, a loss of 1.51% for the day on twice the average daily volume.
Hearing Takeover Chatter in Noble Corp
Hearing Noble Corp (NYSE: NE) cancelled out of the Vail Energy Conference, according to sources. This rumor led to takeover chatter.
A spokesperson for Noble told Benzinga they were not aware the company had plans to attend the conference.
Noble Corp closed at $37.76 Monday, a gain of 2.33% for the day on slightly more than average volume.
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