Notable Mergers and Acquisitions of the Day 07/02: (ARCP) (SNDK) (CSIQ)/(TRP) (MTU)
* American Realty Capital Properties, Inc. (Nasdaq: ARCP) and American Realty Capital Trust IV, Inc. ("ARCT IV") announced that they have signed a definitive merger agreement whereby ARCP will acquire all of the outstanding shares of ARCT IV for stock and cash in a transaction valued at approximately $3.1 billion. As a result of this and other previously announced acquisitions, ARCP will own 2,579 single tenant properties net leased to 470 tenants across 29 industries in 48 states. ARCP's projected pro forma enterprise value will be approximately $10 billion, with annualized rent of more than $527 million, of which 57% will be from investment grade tenants. The merger agreement has been approved by the independent directors of both companies, and is subject to customary closing conditions, including stockholder votes by both companies. The acquisition is expected to close by the end of the third quarter of 2013. Stockholders of record for each company as of July 2, 2013 will be entitled to vote on the proposals related to the merger.
Pursuant to the terms of the merger agreement, each outstanding share of ARCT IV will be converted into a right to receive, at the election of each ARCT IV stockholder, a fixed exchange ratio of 2.05 shares of ARCP common stock, valued at $31.02 based on ARCP's volume weighted average stock price of $15.13 for the five trading days ended July 1, 2013, subject to adjustment or cash payment at ARCP's option to establish a guaranteed floor value of $30.62 per share. Alternatively, an ARCT IV stockholder may elect to receive $30.00 per share in cash, limited to the consideration paid with respect 25% of the ARCT IV shares outstanding. The portion of the consideration consisting of ARCP shares will be tax-free for ARCT IV shareholders. ARCP shares issued to ARCT IV stockholders will not be subject to any "lockup."
As a result in part of this pending acquisition, ARCP has increased its 2014E adjusted funds from operations ("AFFO") guidance to $1.19 - $1.25 per share, equivalent to approximately 31% growth over 2013E AFFO per share at the midpoint of the respective ranges. This projected AFFO growth rate leads the net lease industry. In addition to the projected impact of the acquisition of ARCT IV, revisions to 2014 guidance include the reduction of outstanding debt as well as refinancing of certain short- and medium-term borrowings to longer term indebtedness in order to maintain financial flexibility and further ARCP's intention to seek an investment grade corporate credit rating. Further, ARCP will increase its annualized dividend to $0.94 per share, effective upon the earlier to occur of the close of this merger and the close of ARCP's previously announced merger with CapLease, Inc. The dividend increase will be ARCP's 7th consecutive quarterly dividend increase.
* Sandisk Corp (Nasdaq: SNDK) announced a definitive agreement to acquire SMART Storage Systems, a developer of enterprise solid state drives (SSDs) based on the SATA and SAS storage protocols.
Under the terms of the agreement, SanDisk will pay approximately $307 million in cash and certain equity-based incentive awards to acquire SMART Storage Systems, which is part of the SMART Worldwide Holdings portfolio of companies, acquired in 2011 by two related investment funds of Silver Lake. The transaction, which has been approved by the boards of directors of both companies, is subject to customary closing conditions, including regulatory review and approval, and it is expected to close in August, 2013. Approximately 250 employees of SMART Storage Systems will join SanDisk at the close of the transaction. SMART Storage Systems’ SATA and SAS enterprise SSD offerings incorporate its award-winning Guardian Technology, which extends the native endurance of NAND flash memory, while improving reliability. This acquisition accelerates SanDisk’s enterprise business momentum by combining the benefits of SMART Storage Systems’ products, technology, and talent with the existing enterprise SSD and software product portfolios, vertical integration, scale, market reach and financial strength of SanDisk, to address fast-growing opportunities in enterprise storage. SMART Storage Systems delivered approximately $25M of revenue in its latest quarter ended May 31, 2013, continuing its rapid growth trajectory. The impact of this acquisition is expected to be slightly dilutive to SanDisk’s non-GAAP earnings per share in the second half of 2013 and become accretive to earnings in 2014.
* Canadian Solar Inc. (Nasdaq: CSIQ) announced that its wholly owned subsidiary, Canadian Solar Solutions Inc., has closed the sale of Brockville 1, a 10 megawatt AC solar power plant valued at over C$55.0 million (52.2 million), to TransCanada Corporation (NYSE: TRP) (TransCanada) on June 28th, 2013.
"We are delighted to close the sale of our first project with TransCanada, one of North America's most successful energy infrastructure companies, which has chosen to partner with Canadian Solar to expand their emission-less energy portfolio and expand into the solar power generation space," commented Dr. Shawn Qu, Chairman and Chief Executive Officer of Canadian Solar Inc. "This transaction represents an important milestone for Canadian Solar, as it puts us on track to target 50% of our revenue in 2013 from our total solutions business, and to return the company to profitability for the full fiscal year."
The Brockville 1 10 megawatt AC solar power plant is located in the city of Brockville in Eastern Ontario and is the first of nine solar power plants totaling 86 megawatts AC that Canadian Solar Solutions Inc. has agreed to build and sell to TransCanada for approximately C$470 million. Canadian Solar Solutions Inc. will provide turnkey engineering, procurement and construction services to all the projects. All solar PV modules used in the portfolio are manufactured at Canadian Solar's manufacturing facility in Guelph, Ontario.
* The Bank of Tokyo-Mitsubishi UFJ, Ltd. (President Nobuyuki Hirano, BTMU), a subsidiary of Mitsubishi UFJ Financial Group, Inc. (NYSE: MTU) (President & CEO Nobuyuki Hirano, MUFG) announced that BTMU has signed a Share Tender Agreement (STA) with GE Capital International Holdings Corporation (GE Capital) (NYSE: GE) regarding GE Capital¡¦s shareholding in Bank of Ayudhya Public Company Limited (Krungsri). Subject to satisfactory regulatory approvals, corporate approvals and fulfillment of certain conditions, BTMU will launch a Voluntary Tender Offer (VTO) for Krungsri shares at THB39 per share, aiming to take a majority stake in Krungsri. GE Capital will, pursuant to the STA, participate and tender its entire shareholding of 1,538,365,000 shares (approximately 25.33% of Krungsri¡¦s total outstanding shares) in the VTO. Post successful completion of the VTO, BTMU will replace GE Capital as a major shareholder of Krungsri and partner with the Ratanarak Group, an existing group of major shareholders in Krungsri, on Krungsri¡¦s next phase of development.
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