5 Major Acquisitions in December

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5 Major Acquisitions in December 1

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JAB Holding Co. Acquires Keurig Green Mountain The Deal Privately-owned JAB Holding Company is buying the company behind the K-Cup coffee machine. The Details A JAB-led investor group is paying $13.9 billion, or $92 per share, for Keurig, a 78% premium over the stock’s closing price prior to the announcement. Keurig has been struggling with slumping sales of its coffee machines, and the stock has collapsed since reaching a high of around $155 in late 2014. “Keurig Green Mountain represents a major step forward in the creation of our global coffee platform. It is a fantastic company that uniquely brings together premium coffee brands and new beverage dispensing technologies like the famous Keurig single serve machine.”  - JAB Chairman Bart Becht 2 “This transaction will deliver significant cash value for our shareholders and offers an exciting new chapter for our customers, partners and employees by combining Keurig Green Mountain with JAB's global coffee platform. JAB fully supports Keurig Green Mountain's culture and values as we continue to pursue our commitment to deliver innovative beverage solutions for consumers at the touch of a button.” - Keurig Green Mountain CEO Brian Kelley December 7, 2015

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DuPont and Dow Chemical Merger The Deal Dow and DuPont will merge into DowDuPont, creating a company with a market capitalization of $130 billion. Following the merger, the combined company plans to split into three via tax-free spin-offs. The Details Dow shareholders will receive 1 share of DowDuPont per share, while DuPont shareholders will receive 1.282 shares of DowDuPont per share. The split into three companies is expected to take place 18-24 months after the merger is closed. “This transaction is a game-changer for our industry and reflects the culmination of a vision we have had for more than a decade to bring together these two powerful innovation and material science leaders.” - Dow Chemical CEO Andrew N. Liveris 3 “This is an extraordinary opportunity to deliver long-term, sustainable shareholder value through the combination of two highly complementary global leaders and the creation of three strong, focused, industry-leading businesses. Each of these businesses will be able to allocate capital more effectively, apply its powerful innovation more productively, and extend its value-added products and solutions to more customers worldwide.” - DuPont CEO Edward D. Breen December 11, 2015

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Micron Acquires Inotera Memories The Deal DRAM manufacturer Micron is buying the portion of Inotera that it does not already own. Currently, Micron buys all of Inotera’s DRAM output. The Details Micron is paying $3.2 billion, net of cash and debt, for the remaining two-thirds of Inotera, with the deal financed through $2.5 billion of debt, cash on hand, and up to $1 billion of Micron equity. With DRAM prices falling, the transaction should allow Micron to cut DRAM costs in the long run. “We believe this is a compelling combination for both companies' shareholders and employees. The acquisition is the culmination of a highly successful seven year partnership with Inotera. It enables Micron to realize the full financial and operational benefit of Inotera's operations and provides a strong future for Inotera and its employees, who will become an even more critical part of Micron's success. - Micron CEO Mark Duncan 4 “Inotera and Micron have enjoyed a successful partnership for many years, and we are building on that success with this new agreement that provides Inotera and its employees an opportunity to become even more unified and aligned with Micron.” - Inotera Chairman Dr. Pei-Ing Lee December 14, 2015

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Newell Rubbermaid Acquires Jarden The Deal Newell Rubbermaid, known for brands such as Rubbermaid, Sharpie, and Expo, is acquiring Jarden, which owns a massive number of consumer brands, including Bicycle playing cards, Mr. Coffee, and Marmot. The Details Newell is paying $21 in cash and 0.862 of a share for each share of Jarden, valuing Jarden at $60 per share at the time of announcement. The companies expect to realize $500 million of annual synergies within four years. “The combination of these two great companies creates a $16 billion consumer goods company with incredible potential to grow and create value. The scale of our combined businesses in key categories, channels and geographies creates a much broader canvas on which to leverage our advantaged set of brand development and commercial capabilities for accelerated growth and margin expansion.” - Newell Rubbermaid CEO Michael Polk 5 “This combination is focused on driving shareholder value and accelerating the growth and profitability of both businesses. Together, the business can move faster, globally leveraging the expertise and ability of the dedicated and talented employee base.” - Jarden CEO James Lillie December 14, 2015

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Global Payments Acquires Heartland Payment Systems The Deal Payment processor Global payments is buying fellow payment processor Heartland Payment Systems, creating the leading provider of integrated payments technology solutions. The Details Global Payments is paying $4.3 billion for Heartland in a cash-and-stock transaction, valuing Heartland at $100 per share at the time of the announcement. Global Payments expects the acquisition to be accretive to earnings per share, with $125 million in annual synergies by fiscal 2018. “This partnership with Heartland marks a major milestone for our company, significantly enhancing our direct presence in our largest market and transforming Global Payments into the leading provider of integrated payments technology solutions in the world.“ - Global Payments CEO Jeffrey Sloan 6 "The combination of Global Payments and Heartland will be transformative for the worldwide payments industry. Under Jeff's leadership, I believe the combination of our companies will become the most valuable payments company on the planet. Heartland is excited to team with a truly international company.” - Heartland Payment Systems CEO Robert Carr December 15, 2015

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