|To: richardred who wrote (2873)||1/26/2012 11:39:46 AM|
| Tompkins Financial Corporation and VIST Financial Corp Announce Merger Agreement Merger Will Expand Tompkins Financial into Southeastern Pennsylvania |
ITHACA, N.Y. & WYOMISSING, Pa.--(BUSINESS WIRE)-- Tompkins Financial Corporation (NYSE-AMEX:“TMP”) and VIST Financial Corp (NASDAQ: “VIST”) announced today that they have entered into a definitive merger agreement under which Tompkins Financial will acquire VIST Financial Corp. Based on the average of the closing prices of Tompkins Financial common stock for the 20 trading days ending January 24, 2012, the all stock transaction is valued at approximately $86.0 million at the time of signing the merger agreement, or $12.50 per VIST common share. Under the terms of the merger agreement, VIST shareholders will receive 0.3127 shares of Tompkins Financial common stock for each share of VIST common stock held, subject to adjustment as more fully described later in this release.
Excluding one-time merger expenses, Tompkins Financial expects the transaction to be accretive to earnings per share in the first year and into the future. When the transaction is completed, Tompkins Financial will have approximately $4.8 billion in assets, $3.8 billion in deposits, and $2.9 billion in loans, with 67 banking offices. VIST Bank will operate as a subsidiary of Tompkins Financial with a separate banking charter, local management team, and local Board of Directors. Robert D. Davis will continue as President and CEO of VIST Bank.
“The merger with VIST is very consistent with Tompkins’ long-term growth strategy,” said Stephen S. Romaine, President and CEO of Tompkins Financial. “It gives Tompkins the opportunity to expand into one of the most attractive markets in the mid-Atlantic region with established locations and experienced staff. Although southeastern Pennsylvania will be a new region for Tompkins, the communities served by VIST have similar demographics to markets we serve in New York State, where Tompkins Financial’s integrated financial services model has been well received. VIST is located about the same distance from our headquarters in Ithaca as our Mahopac National Bank affiliate in NY’s Hudson Valley region, which has grown substantially since joining Tompkins in 2000.”
“The affiliation with Tompkins will present opportunities for VIST customers and shareholders,” said VIST Financial President and CEO Robert D. Davis. “I am very pleased with the chemistry between the two organizations. Both have a rich history of serving our clients as a trusted advisor and serving our communities as an outstanding corporate citizen.” Davis continued, “Partnering with Tompkins will bring increased financial services capabilities for our clients, while enabling VIST to continue our local identity as an independent bank serving our community for more than a century. VIST shareholders will receive an attractive premium to the recent market price and the opportunity to invest in one of the region’s premier financial services companies with a strong record of growth in dividends and earnings.”
The Boards of Directors of both companies have approved the transaction, which is expected to close early in the third quarter of 2012, subject to required regulatory approvals and other customary conditions, including required shareholder approval. It is expected that VIST’s outstanding Series A preferred stock and related warrants held by the U.S. Treasury under the TARP Capital Purchase Program will be retired prior to closing.
The transaction is designed to deliver profitable growth while maintaining superior credit quality and a well-capitalized balance sheet.
Selected data for the combined entity on a pro-forma basis as of December 31, 2011:
Assets: $ 4.8 billion
Loans: $ 2.9 billion
Deposits: $ 3.8 billion
Branches: 67 in NY State and Southeastern PA
Maintain “well-capitalized” status under all regulatory definitions
Selected terms and metrics associated with the transaction
Purchase price of $12.50 in a 100% stock transaction, representing an exchange ratio of 0.3127 based on the 20 day average closing price for Tompkins of $39.98 as of January 24, 2012.
The exchange ratio is subject to adjustment based on the average of the closing prices of Tompkins Financial common stock for the 20 business days ending three business days prior to the VIST shareholder meeting called to consider the merger agreement (the “Average Closing Price”). If the Average Closing Price is more than $43.98, the Exchange Ratio shall be 0.2842; and if the Average Closing Price is less than $35.98, the Exchange Ratio shall be 0.3475.
Total transaction value of approximately $86.0 million
Tangible book value multiple of 1.18x before purchase accounting adjustments
1.5% core deposit premium
Macquarie Capital acted as financial advisor to Tompkins Financial Corporation, and Harris Beach PLLC served as legal adviser to Tompkins. Stifel Nicolaus Weisel acted as financial advisor to VIST Financial Corp., and Stevens & Lee P.C. acted as legal adviser to VIST.
About Tompkins Financial Corporation
Tompkins Financial Corporation is a financial services company with $3.4 billion in assets serving the Central, Western, and Hudson Valley regions of New York State. Headquartered in Ithaca, NY, Tompkins Financial is parent to Tompkins Trust Company, The Bank of Castile, Mahopac National Bank, Tompkins Insurance Agencies, Inc., and Tompkins Financial Advisors. Each Tompkins Financial subsidiary operates with a community focus and local decision-making, meeting the unique needs of the customers and communities it serves. Founded in 1836, Tompkins has a strong record of creating long-term value for shareholders, clients and communities. For more information on Tompkins Financial, visit www.tompkinsfinancial.com.
About VIST Financial Corp
Headquartered in Wyomissing, PA, VIST Financial Corp is a financial services company with $1.4 billion in assets, $1.2 billion in deposits and $960 million in loans. It is parent to VIST Bank, VIST Insurance, and VIST Capital Management. VIST Bank operates as a community bank with 21 branch offices in southeastern Pennsylvania, serving Berks, Montgomery, Philadelphia, Chester, Delaware and Schuylkill Counties. For more information on VIST Financial Corp, visit www.vistfc.com.
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|To: richardred who wrote (2793)||1/27/2012 9:10:08 AM|
|The chemicals are starting to attract bids of companies, not private equity.|
Eastman Will Buy Solutia for $4.7 Billion to Expand in Specialty Plastics
By Andrew Noel - Jan 27, 2012 8:11 AM ET
Eastman Chemical Co. (EMN) agreed to buy Solutia Inc. (SOA) for about $4.7 billion, including debt, to drive expansion into higher-margin specialty plastics and chemicals.
Solutia investors will receive $22 in cash and 0.12 of an Eastman share for each of their shares, the companies said in a statement today. The cash and stock offer, valuing Solutia shares at $27.65 apiece, is 42 percent higher than Solutia’s closing price yesterday.
The transaction follows a hunt for assets that have less- cyclical demand and increased exposure to emerging markets such as the pending acquisition of Taminco Group NV, which is being bought by Apollo Global Management LLC. With the addition of Solutia’s plastics and materials used in cars, solar panels and glass, Kingsport, Tennessee-based Eastman is targeting a compound annual growth rate in the Asia-Pacific region approaching 10 percent in the coming years.
“The acquisition of Solutia is a significant step in our growth strategy,” Chief Executive Officer Jim Rogers said in the statement.
Solutia rose 42 percent to $27.76 at 8:04 a.m. before the start of regular trading in New York.
Eastman is paying 8.62 times earnings before interest, taxes, depreciation and amortization to acquire St. Louis-based Solutia, compared with an average 7.73 for specialty chemical transactions over the past decade, according to data compiled by Bloomberg. Solutia’s debt stood at $1.22 billion at the end of last year.
Rogers is now responsible for merging the businesses to capture an expected $100 million in cost savings by the end of 2013.
Spun off from Monsanto Co. (MON), Solutia emerged from Chapter 11 bankruptcy protection in 2008, with Chief Executive Officer Jeffry Quinn undertaking a broad-reaching overhaul of the business to boost margins. The company reported a 7.5 percent increase in annual sales to $2.1 billion in 2011. Adjusted earnings per share rose 27 percent to $2.
The Solutia deal should be immediately accretive to earnings, excluding costs, lifting earnings per share to about $5 for 2012, and to more than $6 the following year. It will bring tax benefits to free cash flow equal to about $1 billion through 2013, the company said.
Eastman plans to fund the cash portion of the deal with cash on hand and debt. Debt financing was committed by Citigroup Inc. and Barclays Plc (BARC), which served as advisers to Eastman. Jones Day provided legal counsel.
Deutsche Bank AG (DBK) and Moelis & Co. provided financial advice to Solutia, while Kirkland & Ellis LLP acted as legal counsel. Perella Weinberg Partners LP advised Solutia’s board, which also received an independent evaluation of the company’s long-term plan from Valence Group LLC.
To contact the reporter on this story: Andrew Noel at firstname.lastname@example.org
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|To: richardred who wrote (3000)||1/27/2012 1:07:23 PM|
|No mention of Olin,Polyone,Kraton,Aceto,or Schulman in witch I continue to hold. |
Eastman Chemical Deal Takes Sector Out of M&A 'Penalty Box'
By Antoine Gara 01/27/12 - 11:56 AM EST
KINGSPORT, Tennessee (TheStreet) -- After Eastman Chemical(EMN_) announced a $3.4 billion acquisition of specialty plastics and chemicals maker Solutia(SOA_), the news sent both company's shares soaring. For the chemicals sector, the tie-up may have a larger significance.
More on EMN
Since the financial crisis, there have been few notable U.S. deals outside of Berkshire Hathaway's(BRK.A_) $9.2 billion acquisition on Lubrizol, CF Industries'(CF_) $4.7 billion purchase of fertilizer producer Terra Industries and Cargill's spinoff of Mosaic(MOS_).
Meanwhile, ambitious hostile offers like Air Products & Chemicals(APD_) $7.5 billion offer for Airgas(ARG_) and Agrium's(AGR) $3.3 billion offer for CF Industries(CF) failed as targets fended off bids at what they called cyclically low and undervalued prices. In 2012, more buyers and sellers may come together on scarce opportunities in the sector as stock prices and balance sheets recover.
"2011 was an unusual year, in that chemical companies that conducted large M&A did not remain in the penalty box for long," writes Jefferies analyst Laurence Alexander, in a note reacting to Eastman Chemicals bid.
Alexander expects that the deal and a Jan. 13 hostile $1.1 billion offer by Westlake Chemical's(WLK_) for Georgia Gulf(GGC_) signals continued consolidation within the sector.
Albermarle(ALB_), Celanese(CE_), Cytec(CYT_), Huntsman(HUN_), OMNOVA Solutions(OMN_) and W.R. Grace(GRA_) are all potential take-out candidates notes Alexander, with Huntsman and OMNOVA Solutions offering the biggest upside to Jefferies buyout models. Both of those companies saw their shares rise over 5% on news of the deal.
Jefferies expects that U.S companies may cut deals to add hard to get emerging market chemicals growth, while Asian and Middle Eastern giants may look cutting deals to get a greater access to basic material supplies. "We expect consolidation to continue in the sector, with U.S. and European firms looking for scarcity value and market-leading positions, Asian firms looking for technology and Middle Eastern firms looking for vertical integration," writes Alexander.
The move to buy Solutia, which makes aftermarket materials like glass and coatings that are used by automotive and architectural customers, is also expected to diversify the Eastman Chemical's revenue further into emerging markets and boost earnings through cost synergies. Those businesses could also benefit from a continued post-crisis recovery in global auto sales and real estate construction.
Under the deal, Eastman Chemical will pay $27.65 for each Solutia share, a premium of 42% to Solutia's closing price Thursday of $19.51. Solutia shareholders will get $22 in cash from Eastman Chemical and 0.12 of an Eastman share for each of Solutia share, the companies said in a Friday statement. The deal values Solutia at $4.7 billion, when counting its debt.
"The acquisition of Solutia is a significant step in our growth strategy," said Eastman Chemical Chief Executive Jim Rogers in a statement.
On news of the deal, Solutia shares surged nearly 40% to $27.27 in early afternoon trading, while Eastman Chemical shares also rose over 6% to $49.95.
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|To: richardred who wrote (2963)||1/29/2012 3:52:14 PM|
|ABB near $4 billion deal for Thomas & Betts: |
NEW YORK/ZURICH (Reuters) - Swiss engineering company ABB (VTX: ABBN.VX - News) was near an agreement on Sunday to acquire U.S. manufacturer Thomas & Betts Corp (NYSE: TNB - News) for about $ 4 billion, the Wall Street Journal reported, citing people familiar with the matter.
An agreement could be announced as soon as Monday, although the talks could still fall apart, the paper said on its website, citing the same unnamed sources.
ABB, which makes products used by oil, mining and utility companies, was not immediately available to comment.
Memphis-based Thomas & Betts makes electrical components for industrial companies in the United States, Canada and Europe. It had sales of about $2 billion in 2010 and is scheduled to report its 2011 and fourth-quarter results on Monday, the paper said.
The Zurich-headquartered company has been on a buying spree for the past two years and analysts have kept a close eye on the size of its war chest to see where it might pounce next.
Under the leadership of Chief Executive Joe Hogan, it returned to the M&A market after a lengthy absence, buying industrial motor business Baldor Electric for $4.2 billion in 2010, among other deals.
ABB had net cash of some $1 billion at the end of the third quarter. Acquisitions could potentially add another 3 to 4 percent to its overall growth rate, although in November, Hogan ruled out emptying its war chest for one single target.
Hogan has said ABB still had gaps in the United States and in the market for Programmable Logic Controllers (PLC) -- small equipment control devices.
In 2011 ABB, which competes with France's Schneider (:SCHN.PA) and Germany's Siemens (SIEGn.DE), bought Australian software company Mincom, having in 2010 spent more than $1 billion on U.S. software company Ventyx.
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|To: richardred who wrote (2859)||2/17/2012 1:35:02 PM|
|Danone, Nestle Said to Have Bid Proposals for Pfizer Unit|
By Jeffrey McCracken and Jacqueline Simmons - Feb 17, 2012 1:00 PM ET
Danone SA (BN) and Nestle SA (NESN), vying to buy Pfizer Inc. (PFE)’s infant-nutrition unit, are working on ways to overcome antitrust hurdles after submitting preliminary bids of about $10 billion, said two people with knowledge of the matter.
Nestle is considering buying all of Pfizer’s infant- nutrition assets and then conducting an auction to sell what it can’t keep because of regulatory concerns it would become too dominant in some markets, said one of the people, who declined to be identified because the process is confidential. Danone is weighing a joint bid with Mead Johnson Nutrition Co. (MJN) and may split the business along geographies or brands, said the people.
Danone, owner of the Bledina brand formula, and Nestle, maker of Gerber baby food, may present plans to Pfizer in the coming weeks, said the people. The companies, two of Europe’s biggest foodmakers, are seeking to expand in infant nutrition, where growth has outpaced other parts of the industry.
Either buyer would be asking regulators to approve a deal after regulatory scrutiny ended some of 2011’s biggest transactions. European antitrust authorities stymied Deutsche Boerse AG (DB1)’s planned combination with NYSE Euronext, while the U.S. Department of Justice sued to block AT&T Inc.’s $39 billion purchase of T-Mobile USA. (DTE)
Exploring Options Pfizer, the world’s biggest drugmaker, hasn’t made a decision on the nutrition business, which had revenue of $2.14 billion last year, said Joan Campion, a spokeswoman for the New York-based company. Pfizer is in the process of exploring options for the unit, which include a sale, spinoff or other transaction, she said.
A spokesman for Nestle declined to comment on the process, as did a spokeswoman for Paris-based Danone.
Pfizer shares declined less than 1 percent to $21.20 at 12:59 p.m. New York time. The company gained 11 percent in the past 12 months before today.
Danone said this week its baby-food revenue last year rose 11 percent to 3.67 billion euros ($4.8 billion) on a comparable basis, helping drive total sales growth. Revenue from Nestle’s nutrition business, excluding acquisitions, disposals and currency shifts, advanced 7.3 percent to 7.2 billion Swiss francs ($7.9 billion), the company said this week. Infant nutrition accounted for about 90 percent of the unit’s sales, Nestle said.
Heinz Interest H.J. Heinz (HNZ) Co., as well as other rival food companies and regional players, may seek to acquire assets from Nestle in countries where the Vevey, Switzerland-based company could run into regulatory snags, the people said. While Pittsburgh-based Heinz had considered bidding for the entire Pfizer unit, it is now more focused on buying only parts, said one of these people.
A spokesman for Heinz declined to comment.
Nestle may face antitrust issues in more than a dozen countries, while Danone would have hurdles in key markets including the U.K., the people said.
China, where Pfizer generated about 29 percent of its 2010 infant-nutrition revenue, is a country where local regulators will scrutinize any bid, one person said. China’s baby-food market will probably expand by about 17 percent a year from 2010 to 2015, Euromonitor estimated last year.
Buying Pfizer’s business would give Nestle about 10 percent of the infant milk formula market in China, while a Danone purchase may create a company with at least a 17 percent share, according to people with knowledge of the figures. Mead Johnson would likely have the largest, at about 20 percent or more, the people said.
Splitting Brands As part of its plan, Danone may propose that Mead take over brands such as Pfizer’s SMA line of products, one of the people said. Danone may also seek to join with Mead to make it easier for the company to line up the needed financing and spread the risk of taking on too much debt. Typically to make a joint bid, the seller must give approval for bidders to work together.
Pfizer gained the formula division through its $68 billion purchase of Wyeth in 2009. The unit, which also makes Enercal supplements for adults, offers products in more than 60 countries, according to its website ,and accounted for 3.2 percent of the company’s 2011 revenue. Pfizer’s Campion said the company expects to announce a decision on the process in 2012 and complete any transaction from July 2012 to July 2013.
Pfizer is shedding its animal health and nutrition businesses as part of Chief Executive Officer Ian Read’s plan to focus on developing new prescription drugs after losing patent protection for Lipitor, a cholesterol pill and the world’s best- selling medicine. The divestitures are “on track,” he said in a Jan. 31 earnings conference call.
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