What's Market Public Merger Activity for the Week Ending January 23, 2015 | Practical Law

What's Market Public Merger Activity for the Week Ending January 23, 2015 | Practical Law

A list of recently filed public merger agreements as tracked by What's Market. What's Market provides a continuously updated database of public merger agreements that allows you to analyze and compare negotiated terms, including break-up and reverse break-up fees, across multiple deals. What's Market also contains links to the underlying public documents.

What's Market Public Merger Activity for the Week Ending January 23, 2015

Practical Law Legal Update 2-597-0285 (Approx. 3 pages)

What's Market Public Merger Activity for the Week Ending January 23, 2015

by Practical Law Corporate & Securities
Published on 22 Jan 2015USA (National/Federal)
A list of recently filed public merger agreements as tracked by What's Market. What's Market provides a continuously updated database of public merger agreements that allows you to analyze and compare negotiated terms, including break-up and reverse break-up fees, across multiple deals. What's Market also contains links to the underlying public documents.
Only one agreement for a US public company acquisition with a deal value of $100 million or more was filed this past week.
On January 16, 2015, Quad/Graphics, Inc. agreed to acquire book publisher Courier Corporation in a cash-or-stock election transaction valued at $260 million at signing (including $25 million in net debt and capital leases). Under the merger agreement, Courier stockholders may elect to receive either $25.50/share in cash or Quad/Graphics Class A common stock, subject to proration such that 54% of the aggregate merger consideration will be paid in cash and 46% in shares of Quad/Graphics common stock. As Courier is incorporated in Massachusetts, closing of the merger is conditioned on the approval of two-thirds of Courier's stockholders. Additionally, Quad/Graphics is not required to close the merger if stockholders holding more than 10% of Courier common stock dissent and demand appraisal of their shares. In connection with the merger agreement, Courier's board of directors amended its rights agreement to exempt Quad/Graphics and the merger from triggering Courier's poison pill.
From the realm of hostile M&A, the bidding war for brokerage services provider GFI Group, Inc. between CME Group Inc., who signed an agreement to acquire GFI on July 30, 2014, and hostile bidder BGC Partners, Inc. continues. After an earlier round of raising and matching, the latest offer by CME, reflected in an amendment to the merger agreement dated January 15, 2015, increases the transaction value by $37.5 million, to match BCG's $5.60/share cash offer. However, later that same day, BGC again increased its hostile tender offer to $5.75/share, or $5.85/share if GFI would agree to a friendly deal. Most recently, on January 20, 2014, BGC further increased its offer to $6.10/share, or $6.20/share if GFI countersigns BGC's executed agreement. As of publication, CME has not publicly responded to BGC's latest bid.
In another hostile setting, the bidding war for discount retail store operator Family Dollar Stores, Inc. between Dollar Tree, Inc., who signed an agreement to acquire Family Dollar on July 27, 2014, and hostile bidder Dollar General Corporation came to an end as Family Dollar stockholders approved the merger with Dollar Tree on January 22, 2015. While Dollar General's ultimate bid offered $4 per share more in consideration than Dollar Tree's, Family Dollar's board rejected Dollar General's bid because of the greater antitrust uncertainty surrounding a merger with Dollar General—a decision vindicated by the Delaware Court of Chancery in In re Family Dollar Stores, Inc. Stockholder Litigation, (Del. Ch. Dec. 19, 2014) . The closing is still subject to approval by the Federal Trade Commission.
For additional public merger agreement summaries, see What's Market.