What's Market Public Merger Activity for the Week Ending January 30, 2015 | Practical Law

What's Market Public Merger Activity for the Week Ending January 30, 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 30, 2015

Practical Law Legal Update 5-598-1225 (Approx. 4 pages)

What's Market Public Merger Activity for the Week Ending January 30, 2015

by Practical Law Corporate & Securities
Published on 29 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.
Four agreements for US public company acquisitions with a deal value of $100 million or more were filed this past week.
On January 22, 2015, Royal Bank of Canada agreed to acquire bank holding company City National Corporation, parent of City National Bank, in a cash-or-stock election transaction valued at $5.4 billion at signing. City National stockholders can choose to receive cash or stock, subject to certain adjustments and limitations such that half the aggregate consideration will be paid with cash and the other half with RBC common shares. Certain stockholders of City National who control approximately 13% of City National common stock entered into a voting agreement under which they agreed to elect to receive all-stock consideration, vote in favor of the merger and to hold at least 50% of the RBC common shares received by them in the merger for at least three year after closing.
On January 25, 2015, packaging companies MeadWestvaco Corporation and Rock-Tenn Company agreed to combine in a merger-of-equals transaction with a combined equity value of $16 billion. The transaction is structured as a "double dummy" merger under which MWV stockholders will receive 0.78 shares of the newly formed combined company (NewCo) for each share of their MWV shares and Rock-Tenn shareholders will be able to elect to receive either 1.00 shares of NewCo or cash in an amount equal to the volume-weighted average price of Rock-Tenn common stock over a five-day period ending three trading days before the closing for each Rock-Tenn share held. The consideration mix is subject to proration such that MWV shareholders will own approximately 50.1% of NewCo and Rock-Tenn shareholders will own approximately 49.9%. The parties intend to complete MWV's previously announced spin-off of its specialty chemicals business after the closing of the merger.
On January 25, 2015, Energy Transfer Equity, L.P. (ETE) entered into an agreement to consolidate its pipeline subsidiaries Energy Transfer Partners, L.P. (ETP) and Regency Energy Partners LP (Regency), and their respective general partners Energy Transfer Partners GP, L.P. and Regency GP LP, in an equity-and-cash transaction, valued at approximately $18.0 billion at signing, including the assumption of net debt and other liabilities of $6.8 billion. Regency unitholders will receive 0.4066 ETP common units and a one-time cash payment of $0.32 for each Regency common unit held. ETE, which owns the general partners of and 100% of the incentive distribution rights of both Regency and ETP, has agreed to reduce the incentive distributions it receives from ETP by a total of $320 million over a five year period; $80 million in the first year after closing and $60 million per year over the next four years.
On January 26, 2015, Lattice Semiconductor Corporation agreed to acquire multimedia connectivity solutions provider Silicon Image, Inc. in an all-cash tender offer valued at $600 million (or approximately $450 million on an enterprise value basis). The parties elected to conduct the tender offer under Section 251(h) of the DGCL, and the transaction will be funded through a combination of cash on hand and new debt financing.
From the realm of hostile M&A, the bidding war for brokerage services provider GFI Group, Inc. between CME Group Inc., which signed an agreement to acquire GFI on July 30, 2014, and hostile bidder BGC Partners, Inc. is coming to a head. The latest offer by CME, reflected in a third amendment to the merger agreement dated January 22, 2015, increases the merger consideration from $5.60 to $5.85 per share, payable in cash and stock. This comes just two days after BGC further increased its offer to $6.10/share, or $6.20/share if GFI determines that BGC's offer is a superior proposal and countersigns BGC's executed agreement. On January 23rd, GFI postponed its special meeting to January 30th to provide its stockholders with additional information regarding the proposed merger before the meeting. On January 29th, BGC reaffirmed its $6.10/share offer.
In a new potential deal-jump development, Courier Corporation, which signed an agreement to be acquired by Quad/Graphics, Inc. for $20.50/share in cash and stock on January 16, 2015, confirmed receipt of an unsolicited proposal from R.R. Donnelley & Sons Company on January 27th to acquire Courier for $23.00/share in cash and stock. On January 28th, Courier announced its determination that the offer is likely to result in a superior proposal and that it will begin discussions with R.R. Donnelley.
For additional public merger agreement summaries, see What's Market.