Watch Shenandoah on possible wireless merger

Shenandoah would be ‘biggest winner’ in wireless merger

 

Shenandoah would be 'biggest winner' in wireless merger. See Stockwinners.com Market Radar for details

After CNBC’s David Faber reported that T-Mobile (TMUS) and Sprint (S) are in “active” talks about a possible merger, Drexel Hamilton analyst Barry Sine called Shenandoah Telecommunications (SHEN) potentially the “biggest winner” if such a deal comes to pass.

Shenandoah Telecommunications Company, also known as Shentel, provides regulated and unregulated telecommunications services to end-user customers and other telecommunications providers in Virginia, West Virginia, central Pennsylvania, western Maryland, and portions of Kentucky and Ohio. It offers a suite of voice, video, and data communications services. The company operates in three segments: Wireless, Cable, and Wireline.

If T-Mobile bought Sprint, it would have to decide whether to acquire Shenandoah at fair market value, shut down its network and retail stores in Shentel’s area within two years or to sell the T-Mobile customers and network to Shentel at a discount, which #Sine sees as the option the company would most likely choose given its integration challenges.

Note that insiders have recently been buying shares of Shenandoah. There have been multiple insider buys in recent weeks, all at or below $36.

The analyst, who foresees significant acceleration in Shenandoah’s results in coming quarters even without a Sprint merger deal, keeps a Buy rating on the shares, which are up 3.1% to $36.75  in Tuesday’s trading. The stock (SHEN) has a 52-weeks trading range of $22.05 – $37.90.


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Rite Aid to sell 1,932 stores, assets for $4.375B

Rite Aid secures clearance to sell 1,932 stores, assets for $4.375B to Walgreens Boots Alliance

 Rite Aid secures clearance to sell 1,932 stores, assets for $4.375B to Walgreens.  See Stockwinners.com Market Radar for details

Rite Aid Corporation (RAD) announced that it has secured regulatory clearance for an amended and restated asset purchase agreement with Walgreens Boots Alliance (WBA) whereby WBA will purchase 1,932 stores, three distribution centers and related inventory from Rite Aid for an all-cash purchase price of $4.375B on a cash-free, debt-free basis.

Rite Aid also has the option to purchase generic drugs that are sourced through an affiliate of WBA at a cost substantially equivalent to Walgreens for a period of 10 years.

The Hart-Scott-Rodino waiting period expired for the proposed transaction.

Under the amended and restated agreement, Rite Aid will retain approximately 250 additional stores as compared to the prior agreement announced between Rite Aid and WBA in June 2017, resulting in a reduction in the transaction sale price.

The decision to retain these stores follows discussions between Rite Aid and WBA, as well as the U.S. Federal Trade Commission.

The 1,932 stores included in the amended agreement are primarily located in the Northeast and Southern regions of the United States. The three distribution centers are located in Dayville, Conn., Philadelphia and Spartanburg, S.C. Under the terms of the amended agreement, Rite Aid will provide certain transition services to WBA for up to three years after the closing of the transaction.

The transaction has been approved by the Boards of Directors of Rite Aid and WBA and is still subject to other customary conditions.

Approval of the transaction does not require a shareholder vote. Rite Aid and WBA expect to transfer ownership of the stores in phases beginning in October 2017, with the goal of completing the transfer of all stores in spring of 2018.

Rite Aid expects to use a substantial majority of the net proceeds from the transaction to repay existing indebtedness which will improve the company’s leverage levels.

Rite Aid also expects that the gain it will record on the sale of the assets will be largely offset by its net operating loss carryforwards, resulting in a minimal cash tax payment on this transaction.

Immediately following the completion of the transaction, Rite Aid will continue to operate approximately 2,600 stores and six distribution centers as well as EnvisionRx, its pharmacy benefit manager, RediClinic and Health Dialog.

The company will leverage the capabilities of these subsidiaries to deliver a higher level of care in the communities it serves.


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Bob Evans Sold for $1.5 billion

Post Holdings to acquire Bob Evans for $77.00 per share

Post Holdings to acquire Bob Evans for $77.00 per share. See Stockwinners.com for details

Post Holdings (POST) and Bob Evans Farms (BOBE) announced that they have entered into a definitive agreement in which Post will acquire Bob Evans for $77.00 per share.

The highly complementary combination will significantly strengthen Post’s portfolio of brands, expand choices for customers and increase Post’s presence in higher growth categories of the packaged food market.

The addition of Bob Evans’ highly complementary portfolio of brands and products will meaningfully enhance Post’s refrigerated side dish offering, provide Post with a presence in breakfast sausage and will immediately provide Post with a leading position in the higher growth perimeter of the store.

The combination with Bob Evans will also strengthen Post’s presence in commercial foodservice, create opportunities for future growth and enhance Post’s position as one of North America’s largest packaged food companies.

The transaction, which was approved by the boards of both companies, is expected to be completed in the first calendar quarter of 2018, Post’s Q2 of fiscal year 2018, subject to customary closing conditions including the expiration of waiting periods under U.S. antitrust laws and approval of Bob Evans’ stockholders.

The equity value of the transaction is approximately $1.5 billion.

The acquisition purchase price represents a 15% premium on the 30 day volume weighted average price of Bob Evans shares.

Post expects to finance the purchase with cash on hand and through borrowings under Post’s existing revolving credit facility. Bob Evans will continue its dividend payments in the ordinary course of business pending closing.

Post management expects Bob Evans to contribute approximately $107 million of adjusted EBITDA on an annual basis, which is the midpoint of Bob Evans’ current fiscal year 2018 adjusted EBITDA outlook.

This outlook is before the realization of cost synergies which Post management expects to be approximately $25 annually by the third full fiscal year post-closing, resulting from benefits of scale, shared administrative services and infrastructure optimization.

One-time costs to achieve synergies are estimated to be approximately $25M.

The transaction is expected to be immediately accretive to Post’s top-line growth, Adjusted EBITDA margins and free cash flow, excluding one-time transaction expenses.


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Siris Capital Walks Away from Synchronoss

Siris no longer interested in all-cash acquisition of Synchronoss

SNCR receives a $18 per share offer. See Stockwinners.com Market Radar

Siris Capital Group disclosed in a regulatory filing that on September 15, it informed Synchronoss Technologies (SNCR) that it is no longer interested in pursuing an all-cash acquisition of the company.

As such, its indication of interest set forth in the June 22 letter is withdrawn. Siris, which owns 12.93% of the company’s shares, added that it is “prepared to consider other forms” of a potential transaction.

Shares of Synchronoss climbed 28.7% in June after the managed mobility solutions specialist received an $18-per-share cash acquisition offer from Siris Capital Group.

Note that earlier this summer, the company’s filings revealed that its financial statements for both 2015 and 2016 will need to be restated. It is not clear if this was the reason for Siris Capital to walk away from the deal.

Synchronoss Technologies, Inc. provides cloud solutions and software-based activation for connected devices worldwide. The company’s products and services include cloud-based sync, backup, storage and content engagement capabilities, broadband connectivity solutions, analytics, white label messaging, and identity/access management that enable communications service providers, cable operators/multi-services operators, original equipment manufacturers with embedded connectivity, and multi-channel retailers, as well as other customers to accelerate and monetize value-add services for secure and broadband networks and connected devices.

PRICE

Synchronoss shares (SNCR) are down 12%, or $1.95, to $14.80 in pre-market market trading. Shares have a 52-weeks trading range of $10.11 – $49.94


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