Benzinga's M&A Chatter for Monday July 2, 2012:
Dell to Acquire Quest Software for $28/Share
Dell (NASDAQ: DELL) and Quest Software (NASDAQ: QSFT) announced Monday they have entered into a definitive agreement for Dell to acquire Quest, an award-winning IT management software provider offering a broad selection of solutions that solve the most common and most challenging IT problems.
Dell recently announced the formation of its Software Group to build upon its existing software expertise. The Dell Software Group will add to Dell's enterprise solutions capability, accelerate strategic growth and further differentiate the company from competitors by increasing its solutions portfolio with Dell-owned intellectual property.
Under terms of the agreement, approved by the boards of directors of both companies, Dell will pay $28.00 per share in cash for each share of Quest for an aggregate purchase price of approximately $2.4 billion, net of Quest's cash and debt. The transaction is expected to close in Dell's third fiscal quarter, subject to approval by Quest's shareholders and customary conditions.
Quest Software closed at $27.82 Monday, a gain of 0.04% on 8.5 times the average daily volume.
Linde to Acquire Lincare Holdings for $41.50/Share
Lincare Holdings (NASDAQ: LNCR) and The Linde Group announced Monday that Linde has entered into a definitive agreement for the acquisition of Lincare, a U.S.-based homecare health company. Under the terms of the agreement, Linde will make a tender offer for all outstanding shares of common stock of Lincare at $41.50 per share in cash. Following the purchase of shares in the tender offer, Linde intends to complete the acquisition of Lincare through a merger, following which Lincare will become a wholly-owned subsidiary of Linde.
The Lincare Board of Directors has unanimously approved the transaction. The price of $41.50 represents a premium of 64% over Lincare's share price of USD 25.26 on June 26, 2012 (the last day prior to press reports speculating as to Lincare's auction process), and also represents a premium of 49% over the three month volume weighted average price per Lincare share. The total consideration of the transaction will be $4.6 billion.
Lincare Holdings closed at $41.34 Monday, a gain of 21.52% on 52 times the average daily volume.
Micron to Acquire Elpida for $750M
Micron Technology (NASDAQ: MU) and Elpida Memory's trustees announced Monday that the parties have signed a definitive sponsor agreement for Micron to acquire and support Elpida. The agreement has been entered into in connection with Elpida's corporate reorganization proceedings conducted under the jurisdiction of the Tokyo District Court.
Under the agreement $2.5 billion total consideration, less certain reorganization proceeding expenses, will be used to satisfy the reorganization claims of Elpida's secured and unsecured creditors. Micron will acquire 100 percent of the equity of Elpida for $750 million) to be paid in cash at closing. In addition, $1.75 billion)in future annual installment payments through 2019 will be paid from cash flow generated from Micron's payment for foundry services provided by Elpida, as a Micron subsidiary. As a result of these payments, all pre-petition debt obligations of Elpida will be fully discharged under the corporate reorganization proceedings. The agreement also calls for Micron to provide certain financing support for Elpida capital expenditures, subject to specified conditions, and to maintain Elpida's operations and employees.
Micron Technology closed at $6.55 Monday, a gain of 3.80% on 1.6 times the average daily volume.
Sony Computer Entertainment To Buy Gaikai For $380M
Sony (NYSE: SNE) reported that its unit, Sony Computer Entertainment, will buy all shares in gaming firm Gaikai Inc for around $380 million.
Sony closed at $14.20 Monday, a loss of 0.28% on lower than average volume.