What's Market Public Merger Activity for the Week Ending October 10, 2014

Practical Law Legal Update 9-584-1025 (Approx. 3 pages)

What's Market Public Merger Activity for the Week Ending October 10, 2014

by Practical Law Corporate & Securities

Published on 09 Oct 2014 • 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.

Three agreements for US public company acquisitions with a deal value of $100 million or more were filed this past week.

On October 8, 2014, seismic data acquisition services providers TGC Industries, Inc. and Dawson Geophysical Company agreed to merge in an all-stock transaction, which is expected to be tax-free. On closing, Dawson stockholders will own approximately 66% and TGC stockholders will own approximately 34% of the combined company.

Under the merger agreement, Dawson will become a wholly-owned subsidiary of TGC; however, TGC will change its name to Dawson Geophysical Company, whose shares will be traded on NASDAQ under the symbol DWSN. Immediately before the merger, TGC will execute a 1-for-3 reverse stock split. Dawson stockholders will receive 1.76 shares of TGC post-split common stock for each of their Dawson shares.

The merger is subject to several conditions to closing, including:

Two-thirds approval of Dawson common stock to approve the merger.
Two-thirds approval of TGC common stock to effect the name change and reverse stock split.
Majority approval of TGC common stock to approve the share issuance.
Certain officers of Dawson and TGC entering into indemnification agreements.
Receipt of certain third-party consents.

Directors and certain officers of TGC holding nearly 29% of TGC common stock have entered into voting agreements to vote in favor of the name change, reverse stock split and share issuance.

Also this week:

On October 5, 2014, Actavis plc agreed to acquire pharmaceutical company Durata Therapeutics, Inc. in an all-cash tender offer with an upfront value of approximately $675 million, plus up to an additional $134 million in contingent value rights (CVRs). The CVRs entitle Durata stockholders to receive up to an additional $5.00 per share if certain regulatory or commercial milestones related to Durata's lead product are achieved.
On October 5, 2014, Becton, Dickinson and Company agreed to acquire hospital products and services provider CareFusion Corporation in a cash-and-stock transaction valued at approximately $12.2 billion at signing.

For additional public merger agreement summaries, see What's Market.

What's Market Public Merger Activity for the Week Ending October 10, 2014 | Practical Law