Category: Mergers and acquisitions

RLJ Lodging deal creates third largest REIT by enterprise value

BETHESDA, MD – RLJ Lodging Trust announced Monday that it has agreed to acquire FelCor Lodging Trust Inc. in a $1.2 billion all-stock transition.Screen Shot 2017-04-24 at 10.26.48 AM

Post-merger, RLJ is expected to have a total value of $7 billion, creating the largest public REIT by enterprise value. The combined company will have ownership in 160 hotels.

The deal will give RLJ significant growth in highly desirable markets and will broaden geographic and brand diversity.

“Merging with FelCor expands our geographic footprint in highly-desirable markets on the West Cost, while strengthening our presence in other coastal markets in the East and South,” said RLJ’s President and CEO Ross H. Bierkan.

RLJ, which is based in Bethesda, Maryland, said it expects to achieve cost savings of approximately $22 million by combining the two company’s operations.

RLJ’s shares opened Monday morning at $23.49, down 5.7 percent from Friday’s close, and FelCor’s shares opened at $7.85, up 7.24 percent from Friday’s close.

The filing can be found here.

This story is from the Maryland Business News Wire, a service of UNC-Chapel Hill’s School of Media and Journalism

Maryland-based Brekford to merge with Keystone

logoHANOVER, MD — Maryland-based Brekford Corp. and Virginia-based KeyStone Solutions Inc. announced Monday that the two companies will merge into a new company called Novume, by June 1 of this year, according to a filing with the SEC on Feb. 10.

Brekford and KeyStone shareholders will own 20 percent and 80 percent of logo-1Novume shares, respectively.

Novume preferred stock holders will receive quarterly cash dividends of 17.5 cents per share, a dividend yield of 7 percent.

The company does not expect to pay dividends on Novume common stock and expects to retain future earnings generated from operations to develop and expand its business.

“Our board of directors and management team believe that this combination is in the best interests of our customers and shareholders,” said Brekford Chief Operating Officer Rod Hillman.

Brekford will change its name to Brekford Traffic Safety Inc., and KeyStone will change its name to KeyStone Solutions Inc. under the new company.

Brekford, which sells red light and speed cameras to public agencies throughout the country, spun off 80 percent of its vehicle services business for $6 million to Columbia, MD-based LB&B in anticipation of the merger, Maryland Biz News Wire reported on Feb. 7. The deal is expected to close by Feb. 28.

The Hanover-based company’s clients include Maryland State Police, the Florida Highway Patrol, the Pentagon, Amtrak and Baltimore County.

Its common stock trades on the OTC Markets under the symbol “BFDI.”

Chantilly-based KeyStone is a holding company, formed in 2016, whose subsidiaries have won more than $150 billion in federal contracts over the past 30 years.

KeyStone’s chief executive officer, Robert Berman will take over as CEO of Novume.

Brekford’s shares rose a penny to 12 cents on Monday.

This story is from the Maryland Business News Wire, a service of UNC-Chapel Hill’s School of Media and Journalism

Brekford Corp. sells 80 percent of vehicle services business

HANOVER, MD. — Brekford Corp., a Hanover, Maryland-based company that provides automated traffic safety enforcement solutions, announced that it agreed to sell an 80-percent stake in its vehicle services business for $6 million to LB&B Associates Inc., headquartered in Columbia, Maryland.Brekford

Proceeds from the sale will be used to retire all long-term debt of the company, and provide capital necessary for expansion. The transaction is expected to close by Feb. 28 and the company will sell its shares for $4 million in cash and a $2 million promissory note.

“LB&B will bring significant resources and national expansion capabilities to what is already a leading public safety solutions business,” said President and Chief Operating Officer Rod Hillman. “Brekford shareholders will benefit from a continuing minority ownership in the business as well as new growth capital for the aggressive expansion of our ATSE business in the United States and Latin America.”

Brekford’s clients include the Maryland State Police, the Florida Highway Patrol, the Pentagon, Amtrak and Baltimore County.

The company’s shares closed Monday at 10 cents and were up 0.42 percent from the previous day.

The filing can be found here.

This story is from the Maryland Business News Wire, a service of UNC-Chapel Hill’s School of Media and Journalism

Old Line Bancshares to acquire DCB Bancshares in $40 million deal

CaptureBOWIE, MD – Old Line Bancshares Inc. announced it’s acquiring DCB Bancshares Inc. in a deal valued at $40.7 million, or approximately $25.22 per share of DCB common stock, according to a filing with the Securities and Exchange Commission.

The deal will be paid in newly issued shares of Old Line Bancshares common stock.

DCB Bancshares has consolidated assets of approximately $311 million, and Old Line Bancshares has consolidated assets of $1.7 billion as of Dec. 31, 2016.

Damascus Community Bank, a Maryland-based subsidiary of DCB Bancshares, will merge its six banking locations into Old Line Bank, a Maryland trust company with 21 banking offices, which will be the surviving bank.

“The combination of Old Line Bank and Damascus Community Bank will create the third-largest independent commercial bank based in Maryland,” said Craig E. Clark, chairman of Old Line Bancshares in a press release. “The combined institution will have the second-most banking locations in Maryland of all independent Maryland-based commercial banks.”

The merger, anticipated to close in mid-2017, will be Old Line Bancshares’ fourth since 2011. The deal is expected to be immediately accretive to Old Line Bancshares’ book value and its earnings.

Old Line Bancshares trades under the ticker OLBK on the Nasdaq stock market. Shares closed Feb. 3 at $28.28, up 76 cents, or 2.76 percent for the day.

DCB Bancshares remains on the OTC market under the ticker DCBB. Shares closed Feb. 3 at $26.88, up $1.87, or 7.48 percent for the day.

This story is from the Maryland Business News Wire, a service of UNC-Chapel Hill’s School of Media and Journalism

Intrexon to acquire GenVec to expand gene delivery platform

image_002GERMANTOWN, MD  Intrexon Corp., maker of genetic therapies as well as technology for a non-browning apple, announced Tuesday it plans to acquire GenVec Inc., a company whose leading product fights hearing loss and balance disorder, for approximately $15.9 million.  

image_001Intrexon said its acquisition of GenVec will help add gene delivery platforms to complement its existing systems.

Billionaire Randal Kirk, chief executive officer and largest shareholder of Intrexon, says his genetically modified mosquitoes can fight the Zika virus better than the United Nations, according to Bloomberg.

Shares of Germantown, Maryland-based Intrexon surged 73 percent last year in the two months following the U.S. Centers for Disease Control and Prevention’s link between the mosquito-borne Zika virus and birth defects in Brazil, the host of last year’s Olympic Games.

Analysts from Wunderlich to Stifel Nicolaus & Co. tied Intrexon’s rise to possibly hundreds of millions of dollars in additional annual sales of its mosquitoes in more than two dozen countries with significant Zika outbreaks.

With respect to Tuesday’s announcement, Intrexon Chief Science OfficerThomas D. Reed  said that GenVec “dramatically expands the types of in vivo therapeutic programs we can pursue.”

In vivo, meaning interior, gene therapy changes genes in cells inside the body. Ex vivo, meaning exterior, gene therapy modifies cells outside the body and then transplants them back in.

The company to be acquired, GenVec, pioneered the gene delivery technology AdenoVerse. Over 3,000 clinical trial subjects have received the company’s therapeutics and vaccines across the globe.

Douglas Swirsky, GenVec’s chief executive officer, said the acquisition is the best alternative to maximize value for GenVec’s shareholders and, “We expect that the strong scientific synergies, coupled with Intrexon’s extensive resources, will help unlock the true potential of the AdenoVerse platform.”

GenVec stockholders will receive 0.297 of a share of Gaithersburg, Maryland-based Intrexon common stock in exchange for each share of GenVec common stock. This exchange ratio represents $7 per share of GenVec’s common stock based on Intrexon’s price as of Jan. 23.

GenVec shares closed at $6.57 Tuesday, up 44.71 percent. The company trades on the NASDAQ under the ticker GNVC.

Intrexon shares closed at $21.65, down 1.99 percent. The company trades on the NYSE under the ticker XON.

The joint press release can be found here.

This story is from the Maryland Business News Wire, a service of UNC-Chapel Hill’s School of Media and Journalism.

Two Maryland pharma companies are joining forces

GAITHERSBURG, MD — Two Maryland pharmaceutical companies — PharmAthene, an Annapolis-based immunotherapeutics firm, and Altimmune, a Gaithersburg-based private biodefense therapeutics firm –announced a merger to form a company targeting infectious diseases, including influenza and hepatitis B.altimmune

The two companies’ boards signed a definitive agreement to an all-stock merger Thursday morning.

Altimmune will become a wholly-owned subsidiary of PharmAthene focusing on four clinical stage products and one preclinical stage product.

The new company, headquartered in Gaithersburg, Maryland, will operate under the name Altimmune and trade on the NYSE under the ticker symbol ALT.

Altimmune was previously a private company. Altimmune’s original shareholders will own 58.2 percent of the new company.

Together, the new firm will have $20 million in cash and commitments.

“A merger with Altimmune is an ideal strategic match. It fulfills our stated goal of continuing to build value for PharmAthene shareholders after we distribute the SIGA litigation proceeds on Feb. 3,” John M. Gill, chief executive officer of PharmAthene said in a news release. “By combining forces, we will diversify our portfolio into attractive commercial product opportunities and leverage our capabilities for developing next generation anthrax vaccines.”

Altimmune’s Chief Executive Officer Bill Enright and Chief Financial Officer and Executive Vice President of Corporate Development Elizabeth Czerepak will retain their respective positions. The new board of directors will be comprised of three PharmAthene and four Altimmune directors.

The boards for both companies unanimously approved the terms of the agreement. The deal is subject to approval from both company’s shareholders.

Altimmune’s investors include Novartis Venture Fund, HealthCap, Truffle Capital and Redmont Capital.

Altimmune’s clinical stage products:

  • NasoVax: An intranasal flu vaccine set to begin Phase 2 study in mid-2017.
  • HepTcell: A therapeutic and potential cure for chronic hepatitis B. The drug is currently in Phase 1 with data expected by the end of 2017.
  • SparVax-L: A highly-stable, NIAID-funded anthrax vaccine with a long shelf life. A Phase 2 study is expected in the second half of 2017.  
  • NasoShield: A single-dose anthrax vaccine taken intranasally. A Phase 1 trial is expected during the second half of 2017.

Altimmune’s preclinical product:

  • Oncosyn: Investigating uses for Altimmune’s proprietary synthetic peptide technology

The 8-K detailing the terms of the merger can be read here.

This story is from the Maryland Business News Wire, a service of UNC-Chapel Hill’s School of Media and Journalism.

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