IMS Health agrees to $5 billion buyout from TPG
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NEW YORK (MarketWatch) -- IMS Health
/quotes/comstock/13*!rx/quotes/nls/rx (RX 20.81, +0.08, +0.40%)
on Thursday agreed to be bought by investment funds managed by TPG Capital and the CPP Investment Board in a transaction valued at $5.2 billion, including the assumption of debt. IMS shareholders will receive $22 a share in cash for each share of IMS, a 50% premium over the stock's closing price on Friday. Shares of IMS Health, a Norwalk, Conn.-based provider of market intelligence to the pharmaceutical and healthcare industries, rose 18% to $19.91 a share in early trade on Thursday.
Form of Consideration: 60% Cash / 40% Stock base consideration; Shareholder election regarding form of consideration, subject to certain constraints
Collar Provision: BNSF shareholders will receive a fixed dollar amount of Berkshire Hathaway shares within the collar range (Berkshire Hathaway approximate share price between $80,000 and $125,000); outside the collar, the exchange ratio will be fixed
Closing Conditions: Subject to BNSF shareholder approval; Subject to appropriate governmental agency and regulatory review, including by Department of Justice
Completion: On February 12, 2010, pursuant to the Agreement and Plan of Merger, dated as of November 2, 2009 (the “Merger Agreement”), by and among Burlington Northern Santa Fe Corporation, a Delaware corporation (the “Company”), Berkshire Hathaway Inc., a Delaware corporation (“Berkshire”), and R Acquisition Company, LLC, a Delaware limited liability company wholly owned by Berkshire (“Merger Sub”), the Company merged with and into Merger Sub (the “Merger”), with Merger Sub surviving as a wholly owned subsidiary of Berkshire. Upon consummation of the Merger, Merger Sub changed its name to “Burlington Northern Santa Fe, LLC” (“BNSF”).
Completed July 20, 2010
Completed: As previously disclosed, on April 20, 2010, Abbott Laboratories, an Illinois corporation (“Abbott”), announced that the offer (the “Offer”) by Amber Acquisition Inc., a Delaware corporation (“Merger Sub”) and a wholly owned subsidiary of Abbott, to purchase all of the outstanding shares of common stock, par value $0.01 per share (the “Common Stock”), of Facet Biotech Corporation, a Delaware corporation (the “Company”), including the associated rights to purchase shares of Series A Preferred Stock of the Company (the “Rights” and together with the Common Stock, the “Shares”) issued pursuant to the Rights Agreement, dated as of September 7, 2009, as amended by the amendments thereto dated as of December 15, 2009, December 16, 2009 and March 9, 2010, by and between the Company, and Mellon Investor Services LLC(the “Rights Agreement”), at a price of $27.00 per Share, net to the seller in cash (without interest and subject to any required withholding taxes), had expired at 12:00 midnight, New York City time, on April 19, 2010 (the “Expiration Date”) and that the depositary for the Offer had advised Abbott that 19,257,669 Shares had been validly tendered and not withdrawn in the Offer (including 914,673 Shares subject to guaranteed delivery procedures).
Originally posted in the forum under the thread CASY - tender offer. Odd lot priority details awaited.
The tender offer will proceed by way of a modified “Dutch auction,” whereby Casey’s shareholders may tender all or a portion of their common shares at a price range of $38.00 to $40.00 per share. This is their way of fending off a hostile takeover by Couche Tard.
Odd Lot Provision: "If you own beneficially or of record fewer than 100 Shares in the aggregate, you properly tender all of these Shares at or below the Purchase Price selected by us, you do not withdraw such Shares before the Offer expires and you complete the section entitled “Odd Lots” in the Letter of Transmittal, and, if applicable, in the Notice of Guaranteed Delivery, we will purchase all of your Shares without subjecting them to the proration procedure."
07/12/2010 - The tender offer will now expire at 12:00 midnight New York City time on Thursday, August 12, 2010.
07/19/2010 - LQ Acquisition, Inc. announced today that as of 5:30 PM New York City time on July 19, 2010, approximately 1,606,000 shares of Life Quotes, Inc. (Nasdaq: QUOT) have been tendered into the tender offer launched by LQ Acquisition and not withdrawn. This number, together with the shares held by Zions Bancorporation that it has agreed to tender and the shares held by LQ Acquisition, represents more than 89% of the outstanding shares of Life Quotes. LQ Acquisition previously announced a cash tender offer for all of the shares of Life Quotes it does not otherwise own for $4.00 per share, representing an approximately 44% premium compared to the last closing price before the public announcement of the offer. The LQ offer expires at 12:00 midnight New York City time on Thursday, August 12, 2010.