Benzinga's M&A Chatter for Wednesday June 20, 2012

The following are the M&A deals, rumors and chatter circulating on Wall Street for Wednesday June 20, 2012:

Quest Software, Insight Venture Partners and Vector Capital Enter Into Amendment to Merger Agreement

The Deal:
Quest Software (NASDAQ: QSFT) announced late Tuesday that it has entered into an amendment to its previously announced merger agreement with affiliates of Insight Venture Partners to provide for the addition of Vector Capital as a member of the buyout group and for an increase in the merger consideration to be received by stockholders not affiliated with the buyout group from $23 per share in cash to $25.75 per share in cash. The increased purchase price represents a 33-percent premium to Quest's closing stock price on the day prior to the announcement of the Insight Merger Agreement.

In connection with the increased purchase price, Quest has agreed in the Amended Agreement to increase the termination fee payable by the Company under certain circumstances, including in the event that the Company receives and accepts a proposal that the Company's Board of Directors determines to be superior to the Amended Agreement, from $6.3 million to $25 million, as well as an increase in the maximum amount of expense reimbursement payable by the Company under certain circumstances from $7 million to $12 million.

Quest Software closed at $26.50 Wednesday, a loss of 0.08% on 2.5 times the average daily volume.

Genesis HealthCare to Acquire Sun Healthcare Group

The Deal:
Sun Healthcare Group (NASDAQ: SUNH) announced Wednesday that it has signed a definitive agreement for the acquisition of Sun Healthcare by Genesis HealthCare. The combined company will be able to strengthen its core business lines and enhance its collective ability to provide the highest quality patient care while meeting the current challenges facing the healthcare industry.

Under the terms of the merger agreement, Genesis will acquire Sun for $8.50 per share of common stock in cash, resulting in a transaction value of
approximately $275 million net of cash and debt acquired. Sun Healthcare's Board of Directors unanimously approved the transaction. The closing of the transaction is subject to customary conditions, including approval by Sun stockholders, expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as well as regulatory approvals. The closing is expected to occur in the fall.

Sun Healthcare Group closed at $6.14 Wednesday, but traded at $8.30 after-hours.

Invensys Sees Interest from Emerson, Weighs Options

The Rumor:
Emerson (NYSE: EMR) has an interest in acquiring Invensys' Foxboro unit, according to sources. The unit makes meters and control systems.

A spokesperson for Emerson was not available for comment.

Emerson closed at $46.02 Wednesday, a loss of 2.02% on 1.5 times the average daily volume.

Hearing Chatter of Celgene Bid for Dendreon

The Rumor:
Celgene (NASDAQ: CELG) was reported to be making a bid for Dendreon (NASDAQ: DNDN), according to sources. The report was said to have originated from a Summer Street analyst, but the firm later denied they were the source.

A spokesperson for Dendreon would not comment on the rumor. A Celgene spokesperson was not available for comment.

Dendreon closed at $7.49 on Wednesday, a gain of 4.03% on 1.3 times the average daily volume.

Sinopec Looking at Chesapeake Energy Assets

The Rumor:
China's Sinopec is looking at acquiring assets of Chesapeake Energy (NYSE: CHK), according to sources speaking to the Financial Times. Sinopec Chairman, Fu Chengyu, was reportedly in Oklahoma this week to perform due diligence.

A Chesapeake spokesperson would not comment on the report, a Sinopec spokesperson was not available for comment.

Chesapeake Energy closed at $19.04 on Wednesday, a gain of 1.76% on average volume.