The list of gainers on Tuesday was led by a small shipper after it agreed to a buyout.
OceanFreight (OCNFD) jumped 79% after it agreed to a buyout. DryShips (DRYS) and the company announced that the companies entered into a definitive agreement for DryShips to acquire the outstanding shares of OceanFreight for consideration per share of $19.85 (OCNFD closed at $16.97), consisting of $11.25 in cash and 0.52326 of a share of common stock of Ocean Rig UDW, a global provider of offshore ultra deepwater drilling services that is 78% owned by DryShips. The Ocean Rig shares that will be received by the OceanFreight shareholders will be from currently outstanding shares held by DryShips. Under the terms of the transaction, the Ocean Rig shares will be listed on the Nasdaq Global Select Market upon the closing of the merger.
Based on the July 25, 2011, closing price of 89.00 NOK ($16.44) for the shares of Ocean Rig on the Norwegian OTC, the transaction consideration reflects a total equity value for OceanFreight of approximately $118 million and a total enterprise value of approximately $239 million, including the assumption of debt.
The transaction has been approved by the Boards of Directors of DryShips and OceanFreight, by the Audit Committee of the Board of Directors of DryShips, which negotiated the proposed transaction on behalf of DryShips, and by a Special Committee of independent directors of OceanFreight established to negotiate the proposed transaction on behalf of OceanFreight.
Pinnacle Data Systems (PNS) climbed 71% after an agreement with tech giant IBM (IBM). Pinnacle Data Systems announced that it entered into an Original Equipment Manufacturer (OEM) agreement with IBM. This agreement provides PNS with the ability to design and sell products based upon IBM's System p and System x technologies.
S1 (SONE) jumped 30% after it received a takeover offer for $9.50/share. ACI Worldwide (ACIW), a international provider of payment systems, announced that it proposed to acquire all of the outstanding shares of S1 for per share consideration of $9.50 in a cash and stock transaction valued at approximately $540 million. ACI's proposal represents a 33% premium to S1's market price on July 25, 2011, the last trading day prior to this announcement, a 32% premium to the volume weighted average price of S1 shares over the last 90 days, and a 23% premium to the 52-week high of S1 shares. Under the ACI proposal, S1 shareholders could elect to receive cash and/or stock for their S1 shares, subject to proration such that in the aggregate 40% of the consideration is paid in ACI shares and 60% is paid in cash. ACI's proposal is structured so that the receipt of the stock portion of the consideration will be tax-free to S1 shareholders.
Upon completion of the transaction, and based on the most recent closing price of ACI's common stock, S1 shareholders would own approximately 15% of the combined company and ACI shareholders would own approximately 85% on a fully diluted basis. ACI has secured committed financing from Wells Fargo Bank, N.A. for the cash portion of the transaction. It is anticipated that the proposed transaction could close as early as the fourth quarter.
Cardiome Pharma (CRME) rallied 29% after announcing an agreement for one of its product candidates. The company announced it has granted consent for the transfer of rights for the development and commercialization of vernakalant (IV) in Canada, Mexico and the United States, from Astellas to Merck (MRK). Merck now holds exclusive global rights to the intravenous (IV) formulation of vernakalant (vernakalant [IV]) for rapid conversion of recent onset atrial fibrillation to sinus rhythm in adults. Vernakalant (IV)is currently marketed in the European Union, and other countries under the trade name BRINAVESS. Merck also has exclusive global rights to the oral formulation of vernakalant, which is being studied for the maintenance of normal heart rhythm in patients with atrial fibrillation.
QuickLogic (QUIK) rose 24% after it received high volume production order for its technologies. The company, a leader in low power Customer Specific Standard Products (CSSPs), announced the receipt of the first volume production order for VEE and DPO technologies for the new Pantech Tablet Phone dual-core Snapdragon smartphone, which has been released this month in South Korea. The company says VEE allows Tablet Phone users a great viewing experience with the WVGA resolution, 5-inch LCD display in all viewing conditions, in contrast to other smartphones whose viewability "washes out" in challenging ambient light situations. DPO technology enables Pantech to provide Tablet Phone users a product with a greatly extended single-charge battery life, which is especially important on a smartphone that features typically higher-power consuming items such as a 5-inch display and 1.5GHz dual-core processor.