What's Market Public Merger Activity for the Week Ending February 27, 2015 | Practical Law

What's Market Public Merger Activity for the Week Ending February 27, 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 February 27, 2015

Practical Law Legal Update 8-602-2365 (Approx. 4 pages)

What's Market Public Merger Activity for the Week Ending February 27, 2015

by Practical Law Corporate & Securities
Published on 26 Feb 2015 • USA (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.
Six agreements for US public company acquisitions with a deal value of $100 million or more were filed this past week.
On February 19, 2015, BGC Partners, Inc. agreed to acquire global OTC and listed markets brokerage services provider GFI Group Inc. in an all-cash tender offer valued at $779.48 million. The deal ends a lengthy bidding war for GFI between BGC and CME Group, Inc., who signed an agreement to acquire GFI on July 30, 2014. The CME deal was ultimately terminated after GFI stockholders rejected the merger. While the CME deal was pending, BGC (a 14.3% stockholder of GFI) made several unsolicited competing offers for GFI, and commenced (and extended) a hostile tender offer, which expired on February 19th. Just prior to the expiration of the tender offer, BGC announced its expectation that it would reach a friendly agreement with GFI. On February 20th, BCG announced that the parties had reached an agreement, backed by GFI's board, to follow through with BGC's tender offer for $6.10/share.
Under the "tender offer agreement," BGC extended the tender offer to February 26th and reduced the minimum tender condition to 43%. GFI's board will be expanded to eight members, of which BGC will appoint six, with at least three to be independent directors nominated by BGC. On closing of the tender offer, so long as GFI has appointed BGC's six designated directors to its eight-member board, BGC will advance $10 million to GFI in the form of a promissory note for purposes of paying GFI's costs, fees and expenses in connection with both the BGC and CME agreements. Although GFI has been subjected to a public bidding war, GFI must still pay a typical break-up fee ($27,005,057, or 3.46% of the total deal value) if the tender offer agreement is terminated under certain circumstances, including if GFI changes its recommendation or fails to reject a competing tender or exchange offer. BGC is not obligated to pay a reverse break-up fee to GFI under any circumstances, but liability for any breach of the agreement survives termination.
Also this week:
  • On February 20, 2015, Valeant Pharmaceuticals International, Inc. agreed to acquire pharmaceutical and medical device company Salix Pharmaceuticals, Ltd. in an all-cash tender offer with an enterprise value of $14.5 billion. The parties elected to complete the merger under Section 251(h) of the DGCL, and Valeant intends to finance the acquisition with new bank debt and bonds. The deal represents a second effort by both parties to reach a major deal in the pharmaceutical sector. Valeant is making its first acquisition since its failed bid to acquire Allergan, Inc., while Salix previously terminated an inversion deal with Cosmo Pharmaceuticals SpA after the Treasury Department issued new anti-inversion rules last September.
  • On February 23, 2015, Grupo FerroAtlántica, S.A.U., a subsidiary of Grupo Villar Mir, S.A.U., one of Spain’s largest private companies, agreed to acquire silicon metal and silicon-based alloy producer Globe Specialty Metals, Inc. in an all-stock transaction. The two companies will be combined under a newly formed holding company, which will be organized in the UK and have combined enterprise value of approximately $3.1 billion.
  • On February 23, 2015, Asahi Kasei Corporation agreed to acquire high tech filtration company Polypore International, Inc. in an all-cash transaction with an enterprise value of approximately $3.2 billion. As an integrated step in the transaction, under a separate asset purchase agreement, immediately before Asahi Kasei's acquisition of Polypore, 3M Company will acquire the assets of Polypore's Separations Media segment for approximately $1.0 billion and Asahi Kasei will receive the cash proceeds. The closing of the Polypore merger and the Separations Media segment sale are each conditioned on the closing of the other.
  • On February 24, 2015, Community Bank System, Inc. agreed to acquire banking and risk management products and services provider Oneida Financial Corp. in a cash-and-stock election transaction valued at approximately $142 million at signing. Oneida shareholders can elect to receive Community Bank common stock, cash or a mix of cash and stock for each share of Oneida, subject to proration such that 60% will be converted into stock and 40% exchanged for cash.
  • On February 25, 2015, Iberdrola USA, Inc. agreed to acquire electricity and natural gas delivery company UIL Holdings Corporation in a cash-and-stock transaction valued at approximately $3 billion at signing. On closing, Iberdrola and UIL stockholders will own 81.5% and 18.5% of the combined power and utility company, respectively, which will be a newly listed US publicly traded company.
For additional public merger agreement summaries, see What's Market.