Notable Mergers and Acquisitions of the Day 9/5: (DLTR)/(FDO) (ARE) (VCYT)
September, 08th 2014
Dollar Tree, Inc. (Nasdaq: DLTR) and Family Dollar Stores, Inc. (NYSE: FDO) announced that the two companies have amended their merger agreement to include a commitment by Dollar Tree to divest as many stores as necessary or advisable to obtain antitrust clearance for the previously announced cash and stock transaction. All other terms and conditions of the merger agreement remain the same as announced on July 28, 2014. The two companies also announced today that their expectations for a closing date for the transaction have accelerated to as early as the end of November 2014.
Lastly, the two companies disclosed that they expect the Federal Trade Commission (“FTC”) to issue a “second request” for additional information on September 8, 2014. The “second request” was expected and the companies are confident that regulatory approval will be obtained.
Bob Sasser, Dollar Tree’s Chief Executive Officer, stated, “Dollar Tree is committed to working hard to complete our acquisition of Family Dollar as quickly as possible. Our amended agreement is clearly superior to Dollar General’s revised proposal based on antitrust risk, deal certainty and time value of money. Unlike Dollar General, we expect to be required to divest few, if any, stores because our business model is significantly different from Family Dollar’s model. Our product assortment and pricing is not driven by local competition, and we have very limited store overlap. As evidence of our confidence in and commitment to closing this transaction without delay, we are amending our merger agreement to provide for a commitment to divest as many stores as necessary to obtain antitrust clearance.”
“Dollar Tree and Family Dollar continue to have productive discussions with the FTC,” continued Mr. Sasser, “and despite the anticipated second request from the FTC, we remain confident in our ability to complete our transaction with Family Dollar by as early as the end of November 2014 and deliver expeditiously the closing certainty and substantial value that this transaction provides to both companies’ shareholders, customers and employees. We will continue to work hard to complete our acquisition of Family Dollar as quickly as possible.”
Under the terms of the agreement announced on July 28, 2014, Family Dollar shareholders will receive $59.60 in cash and $14.90 equivalent in Dollar Tree shares for each common share of Family Dollar owned, subject to a collar. At closing, Family Dollar shareholders would own no less than 12.7% and no more than 15.1% of the outstanding common stock of Dollar Tree.
J.P. Morgan Securities LLC is acting as exclusive financial advisor to the board of directors of Dollar Tree, and J.P. Morgan Chase Bank, N.A., Wells Fargo Bank, National Association, Bank of America, N.A., Royal Bank of Canada and U.S. Bank, National Association, and certain of their affiliates have committed to provide financing for the transaction. Wachtell, Lipton, Rosen & Katz and Williams Mullen are acting as legal counsel to Dollar Tree in connection with the transaction. Morgan Stanley & Co. LLC is acting as exclusive financial advisor to the board of directors of Family Dollar in connection with the transaction. Cleary Gottlieb Steen & Hamilton LLP is serving as legal counsel to Family Dollar.
* Alexandria Real Estate Equities, Inc. (NYSE: ARE) announced a strategic partnership with Uber Technologies, Inc., including the acquisition of two key parcels in the Mission Bay submarket of San Francisco, located at 1455 and 1515 Third Street, as well as approximately 425 existing parking spaces, plans, permits and piles, in the heart of this world-class science and technology cluster. These key parcels, which Alexandria had previously sold to salesforce.com (NYSE: CRM) in 2010, will support a total of approximately 422,980-rentable-square-feet (RSF) of new, ground-up, Class A facilities. Alexandria and Uber's strategic partnership will bring best-in-class partners together in a collaborative joint venture (owned 51% by Alexandria and 49% by Uber) to develop the approximately 422,980 RSF for Uber as it expands its corporate headquarters in San Francisco in conjunction with a 15-year lease for the entire project. This joint venture affirms the cluster's position as a first-class destination at the cross-section of science and technology, as well as Alexandria's long-standing reputation as the leading provider of high-quality urban campuses for the world's most innovative companies.
The acquisition of the 1455 and 1515 Third Street parcels reinforces Alexandria's strong emphasis on capital allocation in the epicenter of the world's most desirable urban real estate markets. With ideal proximity to SoMa, Mission Bay is home to the renowned University of California, San Francisco (UCSF) campus, as well as Alexandria's thriving science and technology cluster of world-class companies at the forefront of innovation. Notably, the cluster was also recently selected to house the future Golden State Warriors stadium, which will feature a state-of-the-art, 18,000-seat sports and entertainment arena, as well as a 5 ½-acre waterfront park. This new spectacular cultural destination will debut in the 2018-2019 NBA season, further enhancing Mission Bay as a 24/7, live/work/play environment and an unparalleled destination to recruit and retain top talent. The 1455 and 1515 Third Street sites represent a meaningful and high-quality expansion of Alexandria's existing and fully leased one million RSF Mission Bay campus and will allow the company to continue enhancing its overall urban science and technology campus strategy in a AAA location.
"In 2005, when we commenced the commercial development of Mission Bay, UCSF's Genentech Hall was our only neighbor," said Joel S. Marcus, Chairman, Chief Executive Officer and Founder of Alexandria. "Since then, the cluster has experienced tremendous growth and has become a remarkable urban innovation center featuring significant and meaningful investments in UCSF hospitals and over 2.5 million RSF of research and related facilities, thousands of residential units, high-quality retail, and the new Warriors' stadium. With the announcement of our strategic partnership with Uber at our campus, Mission Bay will continue to be one of the dominant clusters worldwide and a model for all to follow."
"The initial vision for our Mission Bay campus was to integrate the world-class science of UCSF and the San Francisco Bay Area with the technological innovation of SoMa," said Steve Richardson, Chief Operating Officer and Regional Market Director-SF Bay Area at Alexandria. "Our original name for the campus was appropriately, the Alexandria Center for Science and Technology, and Uber's decision to expand its corporate headquarters at our campus will further realize the integration of Mission Bay and SoMa."
* Veracyte (Nasdaq: VCYT) announced an agreement to acquire Allegro Diagnostics Corp. based in Maynard, Mass., for $21.0 million, comprised of $7.8 million in cash and $13.2 million in Veracyte common stock. Allegro is a privately held company focused on developing genomic tests to improve the preoperative diagnosis of lung cancer.
Veracyte plans to commercially launch Allegro's lead lung cancer test in the second half of 2015, with meaningful revenue expected in 2017.
Allegro's lung cancer test is designed to help physicians determine which patients with lung nodules who have had a non-diagnostic bronchoscopy result are at low risk for cancer and can thus be safely monitored with CT scans rather than undergoing invasive procedures. The gene expression test uses Allegro's proprietary "field of injury" genomic technology platform to circumvent the traditional challenge of obtaining accurate lung nodule samples for testing, without surgery or other invasive, risky and expensive procedures.
"With Allegro and its novel, clinically validated lung cancer test, we plan to accelerate our entry into the pulmonology market, enabling us to improve care for patients with lung nodules while creating long-term growth opportunities," said Bonnie H. Anderson, Veracyte's president and chief executive officer. "Allegro is a natural fit for us and we believe this move further establishes our leadership in molecular cytology, using genomics to resolve diagnostic ambiguity preoperatively and thus spare patients from unnecessary invasive procedures and reduce associated healthcare costs."
Allegro's technology detects molecular changes that occur throughout the respiratory airways in response to smoking – the cause of almost all lung cancers – and that are correlated with disease. These changes can be detected in a gene expression signature from cytologically normal airway cells and indicate the presence of malignancy or disease processes from distant sites in the lung. The lung cancer test is performed on cytology samples obtained through bronchoscopy, a minimally invasive procedure that enables a physician to access airways in the lung. The molecular classifier's performance has been established in two prospective, multicenter clinical validation studies, involving 25 centers and nearly 1,000 patients.
"We are excited for our lead test to become available to patients, helping to reduce unnecessary diagnostic surgeries and other procedures among the hundreds of thousands of patients with lung nodules who undergo bronchoscopies each year in the U.S to rule out cancer," said Michael D. Webb, president and chief executive officer of Allegro Diagnostics. "We believe Veracyte is uniquely poised to commercialize and gain reimbursement for our test, given the rapid success the company has achieved with its Afirma® solution in endocrinology."