t ransact ions DENtsplY
INtErNAtIoNAl INc AcQuIrEs AstrA tEch
AB from AstrAZENEcA DENtsplY International Inc., a medical device company, signed a definitive agreement to acquire Astra tech AB, a developer of dental implants and medical devices, from AstraZeneca plc, a pharmaceutical company, for a cash consideration of $1800m. DENTSPLY International intends to finance
the transaction through a combination of cash on hand, commercial paper and long-term debt. The transaction was completed on 31 August 2011. Morgan Stanley acted as financial advisor and Skadden, Arps, Slate, Meagher & Flom LLP acted as legal advisor to DENTSPLY International for the transaction. JPMorgan Chase & Co. acted as financial advisor to AstraZeneca. Greenberg Traurig Maher and Mannheimer Swartling acted as legal advisor to AstraZeneca for the transaction.
Bret Wise, chairman and chief executive
officer of DENTSPLY International, said, “Astra Tech provides a dynamic opportunity for DENTSPLY in several areas. The combination more than doubles our position in dental implants while expanding the breadth of our portfolio in this growing segment of dentistry. The urology and surgery business and management team provide us with additional growth opportunities within the broader medical devices category with a strong market position and an exciting pipeline of new products. The level of innovation and clinical research at Astra Tech is extremely complementary with our existing business and strategy and will clearly differentiate us from our competition." fi
hEWlEtt-pAckArD to
AcQuIrE AutoNomY hp (NYsE: hpQ) and Autonomy corporation plc (lsE: Au. or Au.l) have announced the terms of a recommended transaction under which hp (through an indirect wholly-owned subsidiary, hp spv) will acquire all of the outstanding shares of Autonomy for £25.50 ($42.11) per share in cash. the transaction was unanimously approved by the boards of directors of both hp and Autonomy. the Autonomy board of directors also has unanimously recommended its shareholders to accept the offer. Based on the closing stock price of
Autonomy on August 17, 2011, the offer price represents a one day premium to Autonomy shareholders of approximately 64 percent and a premium of approximately 58 percent to Autonomy’s prior one month average closing price. The transaction has been implemented by way of a takeover offer extended to all shareholders of Autonomy. “Autonomy presents an opportunity to
accelerate our strategic vision to decisively and profitably lead a large and growing space,” said Léo Apotheker, HP president and chief executive officer. “Autonomy brings to HP higher value
business solutions that will help customers manage the explosion of information. Together with Autonomy, we plan to reinvent how both unstructured and structured data is processed, analyzed, optimized, automated and protected. Autonomy has an attractive business model, including a strong cloud based solution set, which is aligned with HP’s efforts to improve our portfolio mix. We believe this bold action will squarely position HP in software and information to create the next-generation Information Platform, and thereby, create significant value for our shareholders.” fi
23
Br mAlls AcQuIrEs 70% of AvElAr
pArtIcIpAcoEs Br malls participacoes sA has acquired a 70% stake in Alvear participacoes sA, which holds 93% of catuai shopping londrina; 100% of catuai shopping maringa; 100% of londrina Norte shopping, with inauguration expected for october 2012; 97% of the land for the construction of catuai shopping cascavel, with inauguration expected for November 2013; and 772,600 square meters of building potential. The price for the acquisition of the two
existing shopping malls is of BRL 510.5 million and the value for the acquisition in the two shopping malls in development is of BRL 262.3 million. Additionally, the operations involved the acquisition for BRL 18.9 million of 217,000 square meters of land with building potential of 772,600 square meters.
Bichara, Barata, Costa & Rocha
Advogados acted as Counsel to BR Malls on this transaction. Partner Antonio Reis, who has advised BR Malls in the past, said that closing the acquisition in just three weeks was testing. He said: “The biggest challenge was definitely meeting the very short deadline to conclude the due diligence of four different assets.”
BR Malls is a young company, with a
great and challenging vision: to become the biggest and best shopping mall company in Latin America. To reach this objective it counts on the best people in the market - people who have sense of urgency, optimism, persistence, enthusiasm, boldness and constant pursue for improvements, and that value team work. fi
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www.finance-monthly.com
OCTOBER 2011