Ford Motor, Gen-Probe, Hologic, Sunoco Active Stock Movers Monday
Ford Motor Company (NYSE:F): Ford Motor’s offer to 90,000 U.S. salaried retirees and salaried former employees to either continue receiving their monthly pension payments or take them in a lump sum could put the automaker closer to an investment grade credit rating, according to The Detroit News. A retirement planner quoted by the story called the offer “the largest program of its type in the country’s history,” and the story noted that General Motors (NYSE:GM) said it is considering a similar plan.
Gen-Probe Incorporated (NASDAQ:GPRO): Hologic and Gen-Probe (NASDAQ:GPRO) announced that their Boards of Directors have unanimously approved a definitive agreement under which Hologic will acquire all of the outstanding shares of Gen-Probe for $82.75 per share in cash, or a total enterprise value of approximately $3.7B. The all-cash transaction is expected to be funded through available cash and additional financing of term loans and high yield securities. The transaction is expected to be completed in 2H of CY12. The transaction delivers a strong growth profile with attractive economics and is expected to be20c accretive to Hologic’s adjusted EPS in the first fiscal year after close and significantly more accretive thereafter. Hologic also expects the transaction to accelerate top and bottom line growth rates. The combined company expects to realize approximately $75M in cost synergies within three years following the close of the transaction. In addition, the combined company expects to have strong free cash flows, which will be used primarily to reduce debt with the expectation to return to pre-transaction leverage levels within three years. The combined company will have pro forma LTM revenues of approximately $2.4B, adjusted EBITDA of $822M, excluding synergies, and offer a wide spectrum of health products globally. The transaction is expected to close in the 2H of CY12 and is subject to the satisfaction of customary closing conditions.
Hologic, Inc. (NASDAQ:HOLX): Conceptus (NASDAQ:CPTS) announced that it has reached an agreement with Hologic (NASDAQ:HOLX) to settle the ongoing patent infringement litigation related to Hologic’s Adiana Permanent Contraception System. The settlement agreement resolves all outstanding litigation between Conceptus and Hologic. Under the terms of the settlement agreement, Hologic has agreed to remove its Adiana system from the worldwide permanent birth control market by May 18. In addition, Conceptus has relieved Hologic of the $18.8M payment for monetary damages awarded to Conceptus as part of the October 17, 2011 jury verdict. Both companies have agreed to withdraw their respective appeals. In February, Conceptus had filed an appeal to overturn the court’s ruling denying its motion for permanent injunction against the sale of Hologic’s Adiana system, and Hologic had filed an appeal of the jury’s finding of patent validity and infringement. Hologic has also agreed to withdraw its False Patent Marking claims filed in 2009 in the United States District Court for Massachusetts. Furthermore, both parties will file with the United States District Court for Northern California appropriate motions seeking a consent judgment to the voluntary injunction of Hologic’s sale of the Adiana product within the next 30 days. Lastly, Conceptus will receive non-exclusive licensing rights to the technology related to Hologic’s Adiana system, limited to use in the field of permanent birth control. While Conceptus has been granted these rights, it does not intend to market the Adiana system.
Sunoco, Inc. (NYSE:SUN): Energy Transfer (NYSE:ETP) and Sunoco (NYSE:SUN) announced that they have entered into a definitive merger agreement whereby ETP will acquire Sunoco in a unit and cash transaction valued at $50.13 per share, or a total consideration of approximately $5.3B, based on ETP’s closing price on April 27. The merger consideration, which consists of $25 in cash and 0.5245 of an ETP common unit, or approximately 50% cash and 50% ETP common units, represents a 29 percent premium to the 20-day average closing price of Sunoco shares as of April 27. By acquiring Sunoco, ETP will also own Sunoco’s general partner interest and the incentive distribution rights in Sunoco Logistics Partners (NYSE:SXL), as well as Sunoco’s 32.4% interest in Sunoco Logistics Partners’ limited partner units and Sunoco’s branded retail business, which generates additional stable cash flows from a portfolio of approximately 4,900 retail locations in the U.S.
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