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Benzinga's M&A Chatter for Monday February 25, 2013

Benzinga's M&A Chatter for Monday February 25, 2013

The following are the M&A deals, rumors and chatter circulating on Wall Street for Monday February 25, 2013:

Barnes & Noble Chairman, Leonard Riggio, Plans Purchase of Retail Stores

The Offer:
Leonard Riggio notified the Board of Directors of the Barnes & Noble (NYSE: BKS) on Monday, he plans to propose to purchase all of the assets of the retail business of the Company. The retail business would include, among other things, Barnes & Noble Booksellers, Inc. and; and would exclude NOOK Media LLC, which includes the digital and college businesses. Mr. Riggio plans to make the proposal in order to facilitate the Company's evaluation of its previously announced review of strategic options for the separation of its investment in NOOK Media LLC. The purchase price would be negotiated with the Board and its advisors. The purchase price is currently contemplated to be comprised primarily of cash consideration and the assumption of certain liabilities of the Company. Mr. Riggio would provide the equity financing for the transaction and undertake to arrange any debt financing required for the transaction.

Barnes & Noble announced Monday that its Board of Directors has received notice from Mr. Riggio. The process of evaluating a proposal and negotiation of any transaction will be overseen by a Strategic Committee of three independent directors: David G. Golden, David A. Wilson and Patricia L. Higgins, who is Chair of the Strategic Committee. The Strategic Committee has selected Evercore Partners to serve as its financial advisor and Paul, Weiss, Rifkind, Wharton & Garrison LLP to serve as its legal advisor.

Barnes & Noble closed at $15.07 Monday, a gain of 11.5% on 4 times average volume.

Royalty Pharma Offers to Acquire Elan for $11/Share

The Offer:
Royalty Pharma announced Monday that contact was made on Monday February 18, 2013 with the Chairman of the Board of Elan Corporation (NYSE: ELN), followed by a meeting then taking place on Wednesday February 20, 2013, at which an indicative proposal was made to acquire the entire issued and to be issued share capital of Elan for $11 per share.

The Board of Elan acknowledged the conditional proposal which may or may not lead to an offer being made for the entire issued share capital of the company. Elan noted "the highly opportunistic timing of the announcement by Royalty Pharma, before the Company's shareholders have had the opportunity to assess and realize the full benefit of the Tysabri transaction and the partial unlocking of its value. We expect the Tysabri transaction to close in the near future."

Elan announced the sale of its stake in Tysabri on February 6, to Bigen Idec for $3.25 billion.

Elan closed at $11.14 Monday, a gain of 5% on 4.5 times average volume.

Chesapeake Energy Agrees to Sinopec Purchase of 50% Stake in Mississippi Lime Play for $1.02B

The Joint Venture:
Chesapeake Energy Corporation (NYSE: CHK) and Sinopec announced Monday the execution of an agreement which provides for Sinopec to purchase a 50% undivided interest in 850,000 of Chesapeake's net oil and natural gas leasehold acres in the Mississippi Lime play in northern Oklahoma (425,000 acres net to Sinopec). The total consideration for the transaction will be $1.02 billion in cash, of which approximately 93% will be received upon closing.

Chesapeake Energy closed at $19.11 Monday, a loss of 6.5% on twice average volume.

Deutsche Boerse Denines it's in Talks with CME Group

The Denial:
Deutsche Boerse (OTC: DBOEY) denied it was in in talks with CME Group (NASDSAQ: CME), following earlier reports that CME had approached the German stock exchange.

CME Group closed at $57.78 Monday, a loss of almost 1% on average volume.

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