>>> Dynamics Research to be acquired by Engility (EGL) for $11.50 per share in c

Dynamics Research to be acquired by Engility (EGL) for $11.50 per share in cash; expected to be accretive to EGL’s 2014 earnings and significantly accretive to 2015 earnings and beyond (7.25 )
  • Engility (EGL) and Dynamics Research announced that they have entered into a definitive agreement under which Engility will acquire DRC.
  • Under the terms of the agreement, Engility will commence a tender offer for all outstanding shares of DRC common stock at a price of $11.50 in cash for each outstanding share.
  • The transaction, which was unanimously approved by the boards of directors of both companies, is expected to be accretive to Engility's 2014 earnings and significantly accretive to 2015 earnings and beyond. The acquisition is anticipated to close during the first quarter of 2014, subject to customary closing conditions and regulatory approval.

>>> US Gapping down:

Gapping down:

Following news: TSRO -7.16% (announces successful achievement of Primary Endpoint in each of two Phase 3 trials of Rolapitant for the prevention of Chemotherapy-induced nausea & vomiting ), TSEM -5.69% (still checking), NBG -3.94% (still checking for anything specific), TIF -2.89% (ordered to pay Swatch ~$449.5 mln in damages from Dutch arbitration; TIF sees $2.30-2.35 (~63% impact) to FY14 EPS)

Analyst comments: MU -2.21% (downgraded to Underperform from Neutral at BofA/Merrill)

>>> Vitran receives offer of $6.50 per share from Transforce

Vitran receives offer of $6.50 per share from Transforce (stock halted) (6.14 +0.04)
Co announced that it has received an unsolicited offer from an affiliate of TransForce Inc. to acquire all of the outstanding common shares of Vitran for US$6.50 in cash per share. The Board of Directors of Vitran has determined, after receiving the advice of its financial advisors and legal counsel, that the TransForce Offer constitutes a "Superior Proposal" as defined in the arrangement agreement among Vitran, 2398946 Ontario Inc. and North Channel of Georgian Bay Holdings Ltd., announced on December 9, 2013. In accordance with the terms of the Manitoulin Agreement, Vitran has provided notice of such determination to Manitoulin Transport.
  • At this time, the Board has not changed its recommendation with respect to the pending transaction with Manitoulin Transport. Under the terms of the Manitoulin Agreement, Manitoulin has a period of five business days, expiring at 11:59 pm EST on December 31, 2013, during which it can offer to amend the terms of the Manitoulin Agreement.
  • If, within the Response Period, Manitoulin offers to amend the Manitoulin Agreement such that the Board determines that the TransForce Offer would cease to be a Superior Proposal, Vitran will be required to enter into an amendment to the Manitoulin Agreement and implement the amended agreement. If, within the Response Period, Manitoulin does not offer to amend the Manitoulin Agreement, or if the proposed TransForce Offer continues to be a Superior Proposal following a proposed amendment to the Manitoulin Agreement, Vitran intends to accept the TransForce Offer, terminate the Manitoulin Agreement and pay to Manitoulin Transport the agreed termination fee of US$4 million, all in accordance with the terms of the Manitoulin Agreement.

>>> Xyratex To Be Acquired by Seagate for $13.25/shr (27% premium to prior close

Xyratex Group Limited To Be Acquired by Seagate for $13.25/shr (27% premium to prior close) in deal valued at $374M; Seagate sees earnings accretion in FY15
- Seagate Technology plc (NASDAQ: STX), a world leader in storage solutions, and Xyratex Ltd (NASDAQ: XRTX), a leading provider of data storage technology, today announced that they have entered into a definitive agreement under which Seagate will acquire all outstanding shares of Xyratex in an all-cash transaction valued at $13.25 per share, or a total of approximately $374 million, including approximately $80 million in cash on Xyratexs balance sheet as of August 31, 2013. The consideration represents a premium of approximately 27% per share over Xyratexs stock price at the close of trading on December 20, 2013.
- Xyratex has developed a leading hard disk drive (HDD) capital test equipment business. The acquisition of this business will further strengthen Seagates vertically integrated supply and manufacturing chain for disk drives and ensure uninterrupted access to important capital equipment. The acquisition also expands Seagates storage solutions portfolio by adding Xyratexs industry-leading enterprise data storage systems and high-performance computing business. Seagate will operate this business as a standalone entity and will focus on opportunities to improve and expand the business.
- The transaction has been approved by Xyratexs Board of Directors and is subject to customary closing conditions, including review by regulatory bodies and approval by Xyratex shareholders. Baker Street Capital, Xyratexs largest shareholder, has agreed to vote its shares in favor of the transaction. The transaction is currently expected to close in mid-calendar year 2014. Seagate expects to finance the transaction from existing cash balances and the transaction is not subject to any financing conditions.
- Seagate currently expects the transaction to be neutral to Seagates earnings per share in its fiscal year 2015. Seagate expects positive cash flow immediately following the transaction and expects revenue contribution to be between $500-$600 million in its fiscal year 2015.

>>> Joseph A Bank Clothiers Inc Rejects $55/shr offer from Mens' Wearhouse


Joseph A Bank Clothiers Inc Rejects $55/shr offer from Mens' Wearhouse
- Unanimously rejected the proposal made by Men's Wearhouse. The Company's Board of Directors concluded that the price proposed by Men's Wearhouse significantly undervalued the Company and its near and long-term potential and was not in the best interest of the Company's shareholders. Further, as the Company has said previously, it is reviewing all alternatives regarding potential strategic acquisition opportunities that would enable the Company to drive significant value for shareholders.

**Reminder: on 11/26 MW proposes to acquire JOSB at $55/shr; valued at $1.2B

>>> US Gapping up:

Gapping up:

M&A news: VTNC +8.5% (VTNC receives offer of $6.50 per share from Transforce), DRCO +2.76% (to be acquired by Engility (EGL) for $11.50 per share in cash; expected to be accretive to EGL's 2014 earnings and significantly accretive to 2015 earnings and beyond)

Other news: ARIA +12.75% (Co said Friday it does not anticipate an Advisory Committee meeting for Iclusig), UTHR +5.78% (announced FDA approved Orenitram (treprostinil) Extended-Release Tablets for the treatment of pulmonary arterial hypertension), SCMP +4.97% (reports results from Phase 2a study of intravenous ion channel activator for lumbar spinal stenosis; statistically significant improvement observed in visual analog scale pain), AAPL +3.82% (Apple and China Mobile (CHL) confirmed they have entered into a multi-year iPhone agreement beginning Jan 17), DRI +3.74% (Starboard discloses 5.6% active stake in 13D filing), BWEN +3.11% (announced new tower orders from Siemens (SI); Since the start of 2013, Broadwind has recorded $389 million in new tower orders), IRBT +2.85% (still checking), GGB +2.55% (still checking), VFC +2.53% (still checking), SRPT +2.3% (still checking), ESLT +2.26% (awarded options and risk reduction activities under extant contract valued at ~ $229 mln to supply additional battle management systems to the Australian Defence Forces), JBL +2.23% (up on AAPL/CHL), DDD +2.23% (still checking), CHL +2.17% (Apple and China Mobile confirmed they have entered into a multi-year iPhone agreement beginning Jan 17), HIMX +1.93% (potentially on AAPL/CHL deal), CUK +1.82% (still checking), FIVE +1.67% (still checking), CCL +1.42% (still checking)

Analyst comments: SKUL +4.3% ( upgraded to Buy from Neutral at ROTH Capital), LPSN +2.91% (upgraded to Buy at The Benchmark Company; tgt $17 ),

>>> Darden Restaurants: Starboard discloses 5.6% active stake in 13D filing

Darden Restaurants: Starboard discloses 5.6% active stake in 13D filing

Starboard Value LP, together with its affiliates ("Starboard"), invested in the Issuer based on Starboard's belief that the Issuer is deeply undervalued and represents an attractive investment opportunity. Starboard believes that opportunities exist within the control of the Issuer's management and the board of directors (the "Board") to take actions that would create significant value for the benefit of all shareholders. Starboard has conducted extensive research on the Issuer and has reviewed the plan presented to shareholders on December 19, 2013, including the proposed separation of the Issuer's Red Lobster business. Starboard has also reviewed the Issuer's second quarter fiscal year 2014 financial results. Starboard believes that the plan outlined by management falls significantly short of the actions required to maximize shareholder value. Further, Starboard is disappointed with the continued poor financial performance of the Issuer. Starboard intends to closely monitor developments at the Issuer and engage in discussions with the Issuer, including discussions with members of management and the Board, as well as with other shareholders and interested parties. Starboard may make recommendations regarding corporate strategy, capital allocation, financial performance, and Board composition. Specifically, Starboard believes there is a significant opportunity to dramatically improve the operating performance at the Issuer, as well as opportunities to realize substantial value from the Issuer's real estate holdings and to explore other strategic options available to the Issuer to maximize shareholder value, including alternative business sale or separation transactions.

>>> Eagle Rock Energy Midstream Business to be acquired by Regency Energy for $1

Eagle Rock Energy Partners Ltd Midstream Business to be acquired by Regency Energy Partners for $1.3B; RGP expects that this acquisition will be accretive to distributable cash flow per common unit on a pro forma basis
- midstream assets include approximately 8,100 miles of gathering pipeline and over 800 MMcf/d of processing plants and its cash flows are supported by large, long-term acreage dedications. The combined system is expected to provide significant synergies, increase efficiencies on Regencys current system, and enhance services for its customers.
- Regency management expects to recommend to its board of directors distribution increases that would represent a growth rate of 6-8% for full-year 2014. The recommended increases are subject to board approval based on Regencys future operating results, including the performance of the acquired business.
- Eagle Rock acquisition is expected to close in the second quarter of 2014
- xpects to finance the acquisition by issuing $200 million of Regency common units to Eagle Rock, issuing $400 million of Regency common units to Energy Transfer Equity, L.P. (NYSE: ETE); and the assumption and like-kind exchange of up to $550 million of outstanding Eagle Rock senior notes into Regency senior notes