Market Overview

Benzinga's M&A Chatter for Monday April 30, 2012


The following are the M&A deals, Deals and chatter circulating on Wall Street for Monday April 30, 2012:

Barnes & Noble and Microsoft Form Strategic Partnership

The Deal:
Barnes & Noble (NYSE: BKS) and Microsoft (NASDAQ: MSFT) announced Monday the formation of a strategic partnership in a new Barnes & Noble subsidiary, which will build upon the history of strong innovation in digital reading technologies from both companies. The partnership will accelerate the transition to e-reading, which is revolutionizing the way people consume, create, share and enjoy digital content.

The new subsidiary, referred to in this release as Newco, will bring together the digital and College businesses of Barnes & Noble. Microsoft will make a $300 million investment in Newco at a post-money valuation of $1.7 billion in exchange for an approximately 17.6% equity stake. Barnes & Noble will own approximately 82.4% of the new subsidiary, which will have an ongoing relationship with the company's retail stores. Barnes & Noble has not yet decided on the name of Newco.

Barnes & Noble closed at $20.75 Monday, a gain of 51.68% on 22 times the average daily volume.

Hologic to Acquire Gen-Probe

The Deal:
Hologic (NASDAQ: HOLX) and Gen-Probe (NASDAQ: GPRO) announced Monday that their Boards of Directors have unanimously approved a definitive agreement under which Hologic will acquire all of the outstanding shares of Gen-Probe for $82.75 per share in cash, or a total enterprise value of approximately $3.7 billion. The all-cash transaction is expected to be funded through available cash and additional financing of term loans and high yield securities. The transaction is expected to be completed in the second half of calendar 2012.

Gen-Probe closed at $81.55 Monday, a gain of 18.68% on 67 times the average daily volume.

Hologic closed at $19.12 Monday, a loss of 9.94% on 14 times the average daily volume.

Energy Transfer Partners to Acquire Sunoco in $5.3 Billion Transaction

The Deal:
Energy Transfer Partners (NYSE: ETP) and Sunoco (NYSE: SUN) announced Monday that they have entered into a definitive merger agreement whereby ETP will acquire Sunoco in a unit and cash transaction valued at $50.13 per share, or a total consideration of approximately $5.3 billion, based on ETP's closing price on April 27, 2012. This combination will create one of the largest and most diversified energy partnerships in the country by expanding ETP's geographic footprint and strengthening its presence in the transportation, terminalling and logistics of crude oil, NGLs and refined products.

The merger consideration, which consists of $25 in cash and 0.5245 of an ETP common unit, or approximately 50 percent cash and 50 percent ETP common units, represents a 29 percent premium to the 20-day average closing price of Sunoco shares as of April 27, 2012. By acquiring Sunoco, ETP will also own Sunoco's general partner interest and the incentive distribution rights in Sunoco Logistics Partners (NYSE: SXL), as well as Sunoco's 32.4 percent interest in Sunoco Logistics Partners' limited partner units and Sunoco's branded retail business, which generates additional stable cash flows from a portfolio of approximately 4,900 retail locations in the U.S.

Sunoco closed at $49.29 Monday, a gain of 20.48% on 13 times the average daily volume.

Anderson Family Proposes Transaction to Acquire 100% of Public Interest in Books-A-Million

The Offer:
Clyde B. Anderson announced on April 28, 2012, that the Anderson family has made a non-binding proposal to acquire all of the outstanding publicly-held shares of the common stock of Books-A-Million (NASDAQ: BAMM). Mr. Anderson is the Executive Chairman of the Company and Mr. Anderson and other members of the Anderson family currently directly or indirectly control shares of stock representing, in the aggregate, approximately 53 percent of the common stock of the Company.

According to the proposal, public shareholders would receive $3.05 per share in cash, representing a premium of approximately 20 percent over the closing price on April 27, 2012, and 13 percent over the average closing price of the Company's common stock for the past 90 trading days. The proposal values the total equity of the Company at approximately $48.8 million.

Books-A-Million closed at $3.19 Monday, a gain of 25.10% on 9 times the average daily volume.

Warner Chilcott Reviews Strategic Alternatives

The Review:
Further to media speculation, the Board of Warner Chilcott (NASDAQ: WCRX) confirmed Monday that it is conducting a process to explore a broad range of strategic alternatives to enhance shareholder value, which include preliminary discussions with potential offerors.

These discussions are at a preliminary stage and may or may not lead to an offer for the Company.

The Company does not intend to disclose further developments regarding the process unless and until its Board has approved a specific course of action, or it otherwise deems further disclosure is appropriate or required.

A report last Thursday in The Times said Warner Chilcott had been approached by Bayer with a buyout offer.

Warner Chilcott closed at $21.81 Monday, a gain of 16.07% on almost 9 times the average daily volume.

Wall Street Journal Writes About Possible Coke-Monster Deal First Reported by Benzinga on April 26

The Rumor:
The Wall Street Journal on Monday repeated a report from Benzinga last Thursday that mentioned Monster Beverage (NASDAQ: MNST) could be a takeover target of Coca Cola (NYSE: KO). Shares of Monster Beverage soared Monday, leading to three circuit breaker halts.

A spokesperson for Monster said last week's Benzinga report and today's follow up by WSJ have caused great excitement, but said the company had not released an official statement on the reports.

A spokesperson for Coca Cola later denied that they were in talks to acquire Monster Beverage.

Monster Beverage closed at $65.00 Monday, a loss of 0.81% on 15 times the average daily volume.

Hearing Renewed Takeover Chatter in InterDigital

The Rumor:
Shares of InterDigital (NASDAQ: IDCC) spiked higher Monday on renewed takeover chatter, as reported by dealReporter. InterDigital has been trading at 52-week lows lately.

InterDigital has been the subject of frequent chatter in recent months involving sale of its patent portfolio and also other rumors that involve the sale of the entire company.

A spokesperson for InterDigital had no news to report.

InterDigital closed at $27.72 Monday, a gain of 1.43% on twice the average daily volume.

b>Demand Media was Close to Going Private

The Rumor:
Demand Media (NYSE: DMD) was close to going private, according to All Things D. The report said Thomas H. Lee Partners was trying to purchase the company for up to $1.2 billion. Apparently Lee was not able to get the financing in place and the deal fell apart.

Demand Media closed at $8.31 Monday, a gain of 14.62% on 9 times the average daily volume.

Posted-In: Long Ideas News Short Ideas Rumors M&A Global After-Hours Center Movers


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