Notable Mergers and Acquisitions of the Day 07/24: (DELL) (FMC) (HBI)/(MFB) (CNQ)
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* The Special Committee of the Board of Dell Inc. (NASDAQ: DELL) announced today that it has received a revised proposal from Michael Dell and global technology investment firm Silver Lake under which they would increase the price at which they would acquire the company to $13.75 per share in cash, subject to certain conditions.
In light of the revised proposal, which the Special Committee is evaluating with the assistance of its financial and legal advisors, the Special Meeting of Stockholders previously scheduled to be reconvened today at 5:00 p.m. Central Daylight Time at the Dell Round Rock Campus, 501 Dell Way, Round Rock, Texas 78682 will be adjourned to August 2, 2013 at 9:00 a.m. Central Daylight Time at the same location.
The proposal letter follows:
Special Committee of the Board of Directors of Dell Inc.c/o Debevoise & Plimpton LLP919 Third AvenueNew York, New York 10022Attention: Jeffrey J. Rosen
Dear Members of the Special Committee:
In light of the circumstances surrounding the Dell Inc. (the “Company”) stockholders’ consideration of the proposal to adopt the merger agreement between the Company and Denali Holding Inc. and certain of its affiliates, we propose amending the merger agreement as described below. We believe these amendments are fair and in the best interests of the Company’s unaffiliated stockholders and provide the best alternative available to the Special Committee to maximize stockholder value.
Our proposed amendments to the merger agreement are as follows:
1. increase the merger consideration to $13.75 in cash per share of Company common stock, representing an increase in the consideration to be paid to unaffiliated stockholders of approximately $150 million; and
2. modify the “Unaffiliated Stockholder Approval” requirement in the merger agreement to provide that the voting requirement is the approval of a majority of the outstanding shares held by the unaffiliated stockholders that are present in person or by proxy and voting for or against approval of the merger agreement at the stockholder meeting.
This is our best and final proposal. We are not willing to discuss any further increase in the merger consideration nor are we willing to increase the merger consideration to $13.75 per share without the change to the Unaffiliated Stockholder Approval requirement described above. If the Special Committee believes that it would be appropriate to reset the record date for the special meeting in connection with this change to the Unaffiliated Stockholder Approval requirement, we would be ready to accept a new record date so long as the resulting delay in the special meeting is the minimum required by law.
We believe our proposed change to the Unaffiliated Stockholder Approval requirement is fair and reasonable to the Company’s unaffiliated stockholders, particularly in the context of our willingness to increase the merger consideration. There is simply no rational basis for shares that are not voted to count as votes against the merger agreement for purposes of the unaffiliated stockholder vote. If a majority of the shares held by unaffiliated stockholders who vote are voted in favor of the merger agreement, it would be unfair to deny these stockholders the merger consideration they wish to accept solely because shares not voting are counted as votes against the transaction.
We welcome the opportunity to discuss this proposal with the Special Committee and its advisors as soon as possible. This proposal will automatically be withdrawn and terminate at 6:00 p.m. New York time on July 24, 2013, unless extended in writing by us in our sole discretion. No legally binding obligation will be created on any person with respect to this proposal unless and until a mutually acceptable definitive amendment to the merger agreement has been entered into by the parties.
We look forward to your response.
DENALI HOLDING INC.
By:__/s/_____________________Name: Egon Durban
By:__/s/_____________________Name: Michael S. Dell
* FMC Corp. (NYSE: FMC) acquired all of the shares of Epax Nutra Holding III AS (Norway) and Epax UK Holding III AS (United Kingdom) (together, "Epax"), a leading manufacturer of high purity, premium grade Omega-3 fatty acid concentrates that are used in nutraceuticals, pharmaceuticals and food. Epax was part of Trygg Pharma Group AS ("Trygg Pharma"), an Omega-3 pharmaceutical company. This acquisition strengthens and expands FMC's presence in the high growth nutraceutical market.
The transaction, valued at approximately $345 million, reflects a 2013 EBITDA multiple in line with FMC's current trading multiple and is expected to be immediately accretive to earnings per share.
* Maidenform, Inc. (NYSE: MFB) announced that it has entered into a definitive agreement with HanesBrands (NYSE: HBI) pursuant to which Hanes will acquire all of the outstanding shares of Maidenform for $23.50 per share in cash, representing a transaction value of approximately $575 million. The transaction price represents a premium of approximately 23% to yesterday’s closing share price and a premium of approximately 30% to the 30-day average trading price. The transaction, which has been unanimously approved by the Maidenform Board of Directors, is expected to close in the fourth quarter of 2013.
By combining with Hanes, Maidenform will become part of a larger, more diverse apparel company with strong cash flows and a portfolio of iconic brands, well-positioned to reach new and existing customers around the globe. Maidenform will be able to accelerate product innovation and enhance its marketing and sales strategy to further penetrate important market segments across channels and geographies. In addition, Hanes’ robust global infrastructure and supply chain will allow Maidenform to maximize its value to retailers and consumers.
The transaction is subject to approval by Maidenform’s shareholders, the Hart-Scott Rodino Antitrust Improvements Act (HSR Act), and other customary closing conditions. The transaction is not subject to any financing condition.
Guggenheim Securities is serving as exclusive financial advisor and Davis Polk & Wardwell LLP is providing legal counsel to Maidenform.
* Canadian Natural Resources Limited (NYSE: CNQ) announces entering into an agreement relating to the acquisition of Barrick Energy Inc ("BEI"), a subsidiary of Barrick Gold Corporation (NYSE: ABX), following the sale by BEI of certain assets, for cash consideration of approximately $173 million and a gross overriding royalty on certain lands at Nipisi. BEI's high quality land and production are located in Alberta and operated with a high working interest. The production base is concentrated in light oil weighted assets with strong netbacks, long reserve life and are complementary to Canadian Natural's existing core areas.
The current production, before royalties, from the working interests acquired by Canadian Natural, is approximately 4,200 barrels per day of light crude oil and NGLs and approximately 4.4 million cubic feet per day of natural gas. The assets include properties in the highly economic Alberta areas of Worsley, Puskwa, Sturgeon Lake, Retlaw and Red Earth, several key strategic facilities plus approximately 92,160 net acres of unproved land at Nipisi, which based on an independent engineering report, contains 38.6 million barrels of best estimate contingent resource (based on technology under development).
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