Benzinga's M&A Chatter for Wednesday April 4, 2012
The following are the M&A deals, rumors and chatter circulating on Wall Street for Wednesday April 4, 2012:
Viasystems to Acquire DDi
Viasystems Group (NASDAQ: VIAS), and DDi Corp. (NASDAQ: DDIC) announced Wednesday that they have entered into a definitive merger agreement pursuant to which Viasystems will acquire DDi for $13.00 per share in cash, which represents a 20% premium to the volume weighted average price of DDi's common stock over the last three months. The total transaction value is approximately $282 million, or $268 million net of DDi's cash plus debt assumed.
DDI Corp closed at $12.93 Wednesday, a gain of 5.46% on 134 times the average daily volume.
NXP Semiconductors Acquires the Catena Group
NXP Semiconductors N.V. (NASDAQ: NXPI) announced today that it has signed a definitive agreement to acquire the Dutch electronic design and IP company Catena Group. NXP has a long-standing relationship with Catena, and this acquisition will enable NXP to continue to innovate and further strengthen its leadership in the automotive analog mixed signal solutions business and in wireless car connectivity.
On completion of the deal, NXP will own 100% of the Catena shares, while Catena will continue to operate as a separate design company. This deal gives NXP access to Catena's patents, IP and proprietary development tools, while enabling Catena to continue serving third party companies on a standalone basis. A supervisory board will be installed consisting of top management from NXP and Catena.
NXP Semiconductors closed at $25.50 Wednesday, a gain of 0.39% on slightly more than the average daily volume.
Carl Icahn Sends Open Letter to Amylin Pharmaceuticals Board
Investor Carl Icahn has sent an open letter the board of Amylin Pharmaceuticals (NASDAQ: AMLN):
"As one of Amylin's largest shareholders, I find it reprehensible that the Board of Directors has still not acknowledged or denied the media reports regarding its rejection of a $22 per share takeover offer from Bristol-Myers Squibb. To this day, shareholders would not have known about this opportunity had the story not been leaked to the press. Still more egregious is the fact that, in the face of this reported $22 offer, the Board approved both (i) the public offering of 10% of the company at an assumed price of $15.62 per share on March 8th, without disclosing the Bristol-Myers offer in the registration statement that Amylin filed with the SEC (in this regard, we find it notable that not all members of the Board signed this registration statement), and (ii) the granting of options to the company's executive officers with an exercise price of $16.02 per share (approximately 27% below the reported $22 bid price from Bristol-Myers) on March 6th. These actions make absolutely no sense to me in light of a Bristol-Myers bid and have served to substantially dilute shareholders who owned the stock when these actions were taken. I believe any decision not to pursue a sale of the company at this time is a huge mistake."
"I and many industry analysts believe that the Board of Directors should pursue a sale of the company now. I believe there are more than a few potential acquirers for the company that could achieve significant synergies from an acquisition. If the Board is willing to commit to conduct an open and fair auction process, I anticipate that the company can be sold at a significant premium. I believe Bydureon has great potential and would be extremely attractive to potential suitors due to significant synergies that can be obtained from eliminating redundant SG&A and from revenue synergies attributable to a significantly larger sales force. In my opinion, Amylin does not have sufficient scale to achieve the optimal benefit from its products."
"We are well aware that the deadline under Amylin's bylaws for shareholders to provide notice to the company of their intention to nominate directors and make other proposals at the 2012 annual meeting has passed. However, the revelation of the Bristol-Myers bid, as well as your failure to disclose it and your subsequent stock issuances at prices well below the reported $22 offer price, which occurred after that deadline, constitutes a dramatic change in circumstances requiring the Board to permit shareholders another opportunity to nominate directors and make proposals at the annual meeting. Therefore, I hereby demand that the Board announce, not later than 5:00 p.m., New York City time, on Thursday, that shareholders will be provided a new 10-day period (beginning upon such announcement and ending on April 16th) within which to provide such notice to Amylin. This would allow shareholders who believe, as do I, that you are not serious about selling the company, to nominate directors and make other proposals at the meeting. I also hereby request that the Board provide us immediately with copies of any questionnaires or other documents that the company's bylaws require nominating shareholders to deliver to Amylin along with a notice of nomination."
"If the Board fails to make this announcement by 5:00 p.m., New York City time, on Thursday, we will have no choice but to seek in court an extension of the nomination deadline as well as other avenues of redress."
Amylin Pharmaceuticals closed at $23.88 Wednesday, a loss of 1% on average volume.
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