Market Overview

Benzinga's M&A Chatter for Wednesday March 7, 2012


The following are the M&A deals, rumors and chatter circulating on Wall Street for Wednesday March 7, 2012:

Nuance to Acquire Transcend

The Deal:
Nuance Communications (NASDAQ: NUAN) and Transcend Services (NASDAQ: TRCR) announced Wednesday a definitive agreement for Nuance to acquire Transcend, a leading provider of medical transcription and speech editing services, for approximately $300 million, net, in cash.

Nuance expects the acquisition in fiscal 2013 to add between $140 million and $150 million in revenue; non-GAAP earnings between $0.08 and $0.09 per share; and, GAAP earnings between $0.02 and $0.03 per share. See “Discussion of Non-GAAP Financial Measures” below for further information.

Transcend Services closed at $29.18 Wednesday, a gain of 39.15% on almost 47 times the average daily volume.

O'Charley's Announces End of “Go-Shop” Period

The Deal:
O'Charley's (NASDAQ: CHUX) announced Wednesday the expiration of the “go-shop” period pursuant to the terms of the previously announced merger agreement, dated as of February 5, 2012, which contemplates the acquisition of O'Charley's by an affiliate of Fidelity National Financial (NYSE: FNF). The “go-shop” period expired at 11:59 p.m., New York City time, on March 6, 2012.

During the “go-shop” period, O'Charley's and its representatives solicited inquiries and engaged in discussions with third parties relating to an acquisition proposal, in accordance with O'Charley's right to do so under the merger agreement. Despite a broad solicitation of potentially interested strategic and financial parties, no party submitted a proposal to acquire O'Charley's during the “go-shop” period.

The tender offer is scheduled to expire at 12:00 midnight, New York City time, at the end of Monday, April 2, 2012, unless the tender offer is extended or earlier terminated as provided in the merger agreement. Consummation of the tender offer is conditioned on there being validly tendered and not withdrawn shares that, when combined with FNF's existing 9.5% ownership stake, represent more than a majority of the outstanding shares of O'Charley's (calculated on a fully-diluted basis, as defined in the merger agreement), as well as other customary closing conditions.

O'Charley's board of directors continues to recommend that shareholders tender their shares into the tender offer, and if required under Tennessee law, approve the merger agreement.

O'Charley's closed at $9.85 Wednesday, a loss of 0.10% on 69% of the average daily volume.

Seeking Alpha Article Says Apple, Cisco, Siemens Should Buy Virnetx

The Rumor:
A Seeking Alpha article says one of seven companies being sued by Virnetx Holding should buy the software patent holder as the best way to deal with the litigation. Those companies include Apple (NASDAQ: AAPL), Cisco (NASDAQ: CSCO) and Siemens (NYSE: SI).

Virnetx shares spiked sharply higher following the publication of the article.

VirnetX Holding closed at $22.80 Wednesday, a gain of 12.48% on 1.4 times the average daily volume.

Hearing LG to Acquire Research in Motion

The Rumor:
LG Corp to acquire Research in Motion (NASDAQ: RIMM) for $14 billion, according to sources. Research in Motion has been linked to many companies in recent months, including Samsung.

A Research in Motion spokesperson would not comment on the rumor, an LG spokesperson was not available for comment.

Research in Motion closed at $12.90 Wednesday, a loss of 1.71% on 81% of the average daily volume.

Hearing Royal Dutch Shell to Acquire Cabot Oil and Gas

The Rumor:
Royal Dutch Shell (NYSE: RDS.A) to Acquire Cabot Oil and Gas (NYSE: COG) for $50 per share, according to sources. A Cabot Oil and Gas spokesperson was not aware of any offer, a Royal Dutch Shell spokesperson could not be reached for comment.

Cabot Oil and Gas closed at $34.49 Wednesday, a gain of 1.92% on 70% of the average daily volume.

Hearing GlaxoSmithKline to Acquire Human Genome Sciences

The Rumor:
GlaxoSmithKline (NYSE: GSK) to acquire Human Genome Sciences (NASDAQ: HGSI) for around $15 per share, according to sources.

Representatives from GlaxoSmithKline and Human Genome Sciences refused comment on the rumor.

Human Genome Sciences closed at $7.45 Wednesday, a loss of 1.32% on 1.7 times the average daily volume.

Express Scripts Pulls Out of Barclays Conference

The Deal:
Express Scripts (NASDAQ: ESRX) has pulled out of a Barclays conference scheduled for next week, causing chatter that the merger with Medco Health Solutions (NYSE: MHS) may be in jeopardy.

A spokesperson for Express Scripts confirmed the company cancelled out of the Barclays conference to focus on the Medco Health merger. He would not comment on rumors of the extension of the 30-day merger review period.

Express Scripts closed at $52.92 Wednesday, a gain of 1.69% on slightly more than the average daily volume.

MedcoHealth Solutions closed at $66.92 Wednesday, a gain of 1.95% on 1.3 times than the average daily volume.

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