Benzinga's M&A Chatter for Thursday July 5, 2012

The following are the M&A deals, rumors and chatter circulating on Wall Street for Thursday July 5, 2012:

Walgreen to Acquire USA Drug Pharmacy Chain

The Deal:
Walgreen (NYSE: WAG) announced Thursday that it has entered into an agreement to purchase a regional drugstore chain in the mid-South region of the United States from Stephen L. LaFrance Holdings and members of the LaFrance family.

The transaction includes 144 stores currently operated under the USA Drug, Super D Drug, May's Drug, Med-X and Drug Warehouse stores located in Arkansas, Kansas, Mississippi, Missouri, New Jersey, Oklahoma and Tennessee. The acquisition also includes corporate offices, a distribution center located in Pine Bluff, Ark., and a wholesale and private brand business, for a total of approximately $438 million subject to adjustment in certain circumstances. The chain recorded sales of $825 million in 2011.

Walgreen closed at $29.87 Thursday, a gain of 0.88% on slightly more than average volume.

Ramtron Board Rejects Cypress Semiconductor Offer

The Rejection:
Ramtron International Corporation (NASDAQ: RMTR) announced Thursday that its Board of Directors has carefully reviewed the unsolicited tender offer from Cypress Semiconductor Corporation (NASDAQ: CY) to acquire all outstanding stock of Ramtron at a price of $2.68 per share in cash, in consultation with its financial and legal advisors, and unanimously concluded that the tender offer is inadequate, does not reflect the intrinsic value of the Company, and is not in the best interest of Ramtron and its stockholders. Therefore, the Board unanimously recommends that Ramtron stockholders reject the offer and not tender their shares into the offer.

Ramtron International closed at $3.08 Thursday, a gain of 2.33% on 3 times the average daily volume.

Visteon Announces Tender Offer to Acquire Remaining Public Shares of Korean Affiliate Halla Climate Control Corp.

The Offer:
Visteon Corporation (NYSE: VC), which currently holds a 70 percent ownership stake in Halla Climate Control Corp. said Wednesday that its Korean subsidiary, Visteon Korea Holdings has announced a tender offer to purchase the remaining 30 percent (32.0 million shares) of HCC for $805 million in cash. The offer is conditioned on shareholders tendering a minimum of 26.7 million shares, for a total Visteon ownership of at least 95 percent.

Visteon will offer KRW 28,500 per share, representing a premium of approximately 15 percent to HCC's share trading price on the Korean exchange on July 4. The offer is being funded through a fully committed local financing facility of KRW 1 trillion.

Visteon closed at $37.66 Thursday, a gain of 1.29% on 2.75 times average volume.

Asure Software Announces Acquisition of PeopleCube

The Deal:
Asure Software (NASDAQ: ASUR) announced Thursday that it has acquired PeopleCube, of Framingham, MA. PeopleCube has enabled the deployment of a high-quality, flexible workplace and the ability to plan, schedule, measure and analyze space and resource utilization to attain new levels of effectiveness and efficiency. One of the leaders in providing intelligent on-demand workplace management solutions that help customers manage their facilities, PeopleCube solutions minimize real estate, meeting services, travel, and energy costs based on actual workspace usage. PeopleCube supports 7,500 Clients in small, medium, and large enterprises around the world. With this acquisition, Asure becomes the leading global provider of workspace management solutions.

On July 3, 2012, Asure Software entered into a stock purchase agreement to acquire PeopleCube for a combination of cash and stock. The purchase price was composed of $9.8 million cash paid at closing; a $3 million, two-year seller's note; and the issuance of 255,000 shares of common stock, representing just under five percent of Asure's outstanding shares. Asure financed the deal via a new debt financing facility with further details of the acquisition and financing facility to be detailed in Asure's 8K (to be filed shortly). In addition to funding the acquisition, the new facility allowed Asure to re-finance certain of its existing debt.

Asure Software closed at $4.87 Thursday, a gain of 15.95% on 35 times the average daily volume.

Avnet Announces Tender Offer for Internix

The Offer:
Avnet (NYSE: AVT) announced Thursday that, through a wholly-owned subsidiary, it has launched a tender offer bid for all outstanding shares of Internix, substantially expanding its presence in the Japanese market. Established in 1970 by founder the late Yoshiharu Fujisawa, Internix is an electronics components distributor representing both Japanese and foreign suppliers serving primarily Japanese original equipment manufacturers. The tender offer has been unanimously approved by the board of directors of Internix and is expected to be completed by the end of August 2012.

Avnet closed at $32.25 Thursday, a gain of 0.28% on lower than average volume.