ECON 331!INDUSTRIAL ORGANIZATION!

Module Leader: Mr. Prawesh Singh !!!!!!!

Mergers and Acquisitions:!An analysis of three events.!

!!!!!!! !!

Tanuj Wadhi 110164

BABE-2013/14

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!!!!!!INDEX!

!!!!!!Introduction! 3! Microsoft acquires Nokia! 4! Merger of OfficeMax and Office Depot! 4! Cisco acquires Sourcefire! 5! Analysis of the articles! 6! Microsoft acquires Nokia! 6! Merger of OfficeMax and Office Depot! 6! Cisco acquires Sourcefire! 7! References ! 8! Appendix! 9!

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Introduction!!Businesses around the world, all have their ups and downs, and manage themselves differently, across the various possible scenarios they are in. One of the most important businesses strategies practiced world-over is the concept of business combination. Business combination can be achieved through various methods, depending upon the situation of the companies, and the purpose of the events. These are; !• Acquisition: An acquisition refers to the purchase of the assets of one company by another

company. It can also take form of the purchase of the shares of the target company. Share Purchase: In a share purchase, the buying company buys out all the shares of the target company from the shareholders, and gains ownership of the entire company with all its assets and liabilities. Asset Purchase: Inversely, in an asset purchase, only selected assets are bought from the target company as decided between the target and the buying company. After the buyout, the cash received by the target company is paid back to the share holders in the form of dividends.

• Merger: Mergers are the combination of two companies, post which only one of the companies continues to exist. This implies that the merged company’s assets and liabilities become part of the acquiring company. A merger usually takes place between a small and a big company, where the smaller company is swallowed by the bigger one.

• Consolidation: A consolidation, usually occurs between two companies of similar size, where the companies combine to form a new company, and both the merging companies terminate, and the shares of both the companies is replaced by shares of the new corporation.

• Leveraged Buyout: Such a buyout occurs when the acquiring company uses a mixture of equity and debt to purchase the target company, using the target companies future cash flow, and assets as collateral for the debt.

• Holding Company: A holding company is referred to the parent company of multiple subsidiaries, whose ownership comes from the fact that the holding company own sufficient stock in the subsidiaries.

• Hostile Acquisition: In this situation, the acquiring company, after being rejected by the target company, makes a tender offer, where the stock of the target company is purchased a pre-determined price, substantially higher than the market price. Such an acquisition is usually expensive for both the companies.

!In this project, I will discuss three news articles of companies merging, which occurred in the time frame; 1st August 2013 onwards. !Before we can discuss the articles, let us look at the reasons why companies enter into mergers; These can be broadly categorised under two headings: Profit maximisation and Non profit maximisation reason. The first kind of reasoning is clear cut, it implies that a company enters into a merger for the sole purpose of maximising its profits. Under this, there are various reasons a company could've chosen to initiate a business combination.

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!• To Increase market power; A simple strategy, the acquiring company expects a higher market

share by absorbing one of its competitors. This strategy is used during a Horizontal Merger.

• To Reduce costs; By increasing their market share, a company can also reduce its costs due to the concept of economies of scale.

• To Diversify; By entering into a Conglomerate Merger, or a Vertical Merger, the company acquires a new product line to sell.

• To Write of taxes; A profitable company can buy a loss maker to use the target's tax write-offs.

!The second kind of reasons a company decides to acquire a company is for Non-profit maximisation reasons. An acquiring company may have other motives in mind , omitting profit maximisation. !• Managers paid based on company’s growth rather than profits would have an incentive to acquire

companies, in order to show growth on paper.

• Companies that are about to go bankrupt opt to be merged instead.

• A merger allows quicker allocation of assets within the company, and this can be used to restructure failing departments.

!The three articles discussed in this project are; Microsoft acquires Nokia, Merger of OfficMax and Office Depot, and Cisco acquires Sourcefire.

!Microsoft acquires Nokia!!Microsoft is an American software company, founded in 1975 by Bill Gates, and Paul Allen which deals in a wide range of products and services. Microsoft is primarily famous for its line of operating systems, “Windows”, which works on personal computers, tablets, and more recently mobile phones. In 2011, Microsoft entered into the mobile phone platform by providing the OS for the Nokia Lumia series. This was how Microsoft and Nokia first started working together. !Nokia is a Finnish communications and IT company, most famous for its production of mobile phones. In the past few years, Nokia’s revenue have been declining, and it is now at a stage where its operating income is negative. !On September 3rd 2013, Microsoft announced its acquisition of Nokia’s Devices & Services business for EUR 3.79 billion, and EUR 1.65 billion to license Nokia’s patents, for a total transaction price of EUR 5.44 billion in cash. !!Merger of OfficeMax and Office Depot!!

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OfficeMax Incorporated is an American retailer of office supplies, founded by y Bob Hurwitz and Michael Feuer in 1988. Office Depot Incorporated was founded in March 1986 by F. Patrick Sher, Stephen Dougherty, and Jack Kopkin. It is a supplier of office products and of business services. On February 20, 2013, it was announced that the two companies will combine to create the largest supplies store in the US in order to defend themselves from online competition and other stores like Walmart, Costco etc. The merger was completed on 5th November 2013. !Cisco acquires Sourcefire!!Cisco Systems Incorporated, founded in 1984 by Leonard Bosack and Sandy Lerner, and is a designer, manufacturer, and seller of networking equipment. Sourcefire, Incorporated develops network security hardware and software, and was founded in 2001 by John Becker, Martin Roesch. On October 7, 2013, Cisco announced that it had completed the acquisition of Sourcefire Incorporated. Under the terms of the agreement, Cisco is paying $76 per share in cash in exchange for each share of Sourcefire and assuming outstanding equity awards for an aggregate purchase price of approximately $2.7 billion, including retention-based incentives. !!

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Analysis of the articles!!Microsoft acquires Nokia!!The business combination between Microsoft and Nokia can be classified as an acquisition by purchase of assets. Microsoft bought Nokia’s Devices & Services business and the license to Nokia’s patents, and left Nokia with three core components; NSN, its network infrastructure HERE, its maps and location-based services, and Advanced Technologies, a licensing and development arm. Nokia’s Net income for the year 2012 was € -3.106 billion. After its crash in market share of mobile phones, Nokia turned to Microsoft in 2011 for the Windows Phone OS, replacing its earlier signature OS, Symbian. This move did help in recovering some market share of smartphones. Therefore, Microsoft, the company that saved the phone manufacturer in 2011, is again back to save it from its financial distress. This merger can be classified as vertical merger, where Microsoft gained the production unit of mobile devices for its operating system. By doing so, Microsoft has diversified its product line, and increased market share, but also moved a step towards creating greater synergy between their operating systems, and the now owned mobile device division. Microsoft intends to increase its market share as a mobile phone OS, by tapping into the low-end Nokia brand, “Asha”. The brand has already sold millions of phones in developing countries such as India, and this customer base is now being directed towards the Windows Phone OS. Apart from this, Microsoft can also use the highly advanced R&D team of Nokia to redesign the phone architecture to work seamlessly with the Windows phone OS. This deal is quite similar to the 2012 deal between Google, and Motorola, where Google bought Motorola for $12.5 billion. Although, the result of that merger is still unclear, motorola released its first phone since the companies merged in 2012. In the end, this is a pretty traditional example of a business combination where the both the parties ended up benefitting, or at least appear to have so for the foreseeable future. The difference in this case is the industry though. Such a business combination between a software company and its counterpart hardware company has been seen only once before, i.e., Google/Motorola., and the results for that meter are yet to be studied, in order to give a real understanding about the performance of both the companies prior to and post the merger. !Merger of OfficeMax and Office Depot!!The business combination between OfficeMax and Office Depot can be classified as a merger, although both the companies are of a similar size. The end result of the merger was the dissolution of OfficeMax, and the rebirth of a new Office Depot Inc, which has an estimated revenue of about $17 billion for the year ending 28 September, 2013. This merger was the result of growing competition in office supplies space, because of online retailers, and other market like Walmart, Costco, etc. The merger can be classified as an Horizontal Merger, where both the companies producing the sam good/service joint together to increase market share, reduce costs. The companies are expected to incur about $200 million as operating costs related to the merger, and another $200-250 million in capital spending, in order to realize the desired synergies.

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Shareholdes of the now dissolved stock, OfficeMax were given 2.69 shares of Office Depot Inc. shares per share of OfficeMax, making a total outstanding of around 530 million shares for the company. Prior to the merger, both the companies’ revenues were declining, and targets weren't being met, similar to their biggest rival, Staples. This clearly points to a decline in the sales of office supplies companies, which made the merger an important step in helping to reduce costs, by increased market share, and the concept of economies of scale. Office Max’s income fell from $433 million to $30.4 million in a year, whereas Office Depot’s income was $133 million compared to the previous years loss of $70 million. Customers can interact with each brand as they always have, including shopping at Office Depot and OfficeMax stores and online at www.officedepot.com and www.officemax.com. Each company will maintain its respective loyalty programs and expects to announce a combined loyalty program sometime in 2014.

!Cisco acquires Sourcefire!!For $2.7 billion, Cisco acquired Sourcefire through the purchase of its shares, classifying it as an acquisition. The acquisition was completed on 7th October 2013; and was initiated so that Cisco Systems could redesign their networking solution with added network security, which what the acquired firm specialises in. The Vertically Merged firm, Sourcefire’s FirePOWER platform is what attracted Cisco in the first place.It is a powerful, integrated multi-service security appliance which aligns very well to Cisco's overall platform strategy. The FirePOWER platform performance and efficacy has been demonstrated by NSS Labs and other independent 3rd party tests. The platform not only protects the network from threats, but all the devices attached to the network too. “To truly protect against all possible attack vectors, we have to accept the nature of modern networked environments and devices and start defending them by understanding attackers and thinking like defenders responsible for securing their infrastructure. A threat-centric security model lets defenders address the full attack continuum, across all attack vectors, and respond at any time, all the time. Cisco's portfolio of integrated solutions deliver unmatched visibility and continuous advanced threat protection, allowing customers to act smarter and more quickly — before, during, and after an attack.”  1

Cisco plans to leave the physical office and environment of Sourcefire intact, traditional to the acquisition format. The acquisition gives Cisco another feather in their cap, as a network solutions provider, now with added security unlike any other.

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� What is the strategic importance of the Sourcefire acquisition to Cisco's Security strategy?. Available: 1

http://www.cisco.com/web/about/ac49/ac0/ac1/ac259/sourcefire.html#~faqs. Last accessed 24th November 2013.

References !!• Announcement. (2013). Microsoft to acquire Nokia’s devices & services business, license Nokia’s

patents and mapping services. Available: http://www.microsoft.com/en-us/news/press/2013/sep13/09-02announcementpr.aspx. Last accessed 24th November 2013.

• Press Release. (2013). Office Depot and OfficeMax Complete Merger. Available: http://www.marketwatch.com/story/office-depot-and-officemax-complete-merger-2013-11-05. Last accessed 24th November 2013.

• Robertson, A. (2013). FTC approves merger of OfficeMax and Office Depot. Available: http://www.theverge.com/2013/11/1/5054270/ftc-approves-merger-of-officemax-and-office-depot. Last accessed 24th November 2013.

• Thomas, I. (2013). Nothing to sniff at: Cisco finishes $2.8bn gobble of Snort'ing guy's Sourcefire. Available: http://www.theregister.co.uk/2013/10/09/cisco_completes_sourcefire_buy_to_beef_up_network_security_skills/. Last accessed 24th November 2013.

• Trahan, E. (2000). An Overview of Mergers and Acquisitions. In: Mergers and Acquisitions: A Strategic Valuation Approach. : American Management Association. p1-15.

• What is the strategic importance of the Sourcefire acquisition to Cisco's Security strategy?. Available: http://www.cisco.com/web/about/ac49/ac0/ac1/ac259/sourcefire.html#~faqs. Last accessed 24th November 2013. !!

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Appendix !!Apple acquires AlgoTrim, maker of compression tech, report says!The iPhone maker has snapped up a small company specializing in technology to help mobile devices decode images, squeeze software file sizes, and process video, according to a media report. AlgoTrim develops software for decoding image formats including JPEG, PNG, GIF, and BMP. (Credit: AlgoTrim)

Apple has acquired AlgoTrim [http://algotrim.com/] , a Sweden-based specialist in algorithms for tasks like compressing images, video, and software, the Swedish publication Rapidus reported [http://rapidus.se/? id=9238] Wednesday.

The company got its start creating algorithms for feature phones but expanded to smartphones. AlgoTrim's Web site says [http://www.algotrim.com/android/] its technology is used for fast decoding of images in Google's Gallery app for the Ice Cream Sandwich version of Android [http://

www.cnet.com/android-atlas/] and to compress firmware updates for Android phones [http://www.algotrim.com/ android-fw-upgrade/] for some device makers.

Asked about the report, Apple said in a statement, "Apple buys smaller technology companies from time to time, and we generally do not discuss our purpose or plans."

CNET contacted AlgoTrim for comment and will update this story with its responses.

But it's not hard to think of benefits of AlgoTrim's technology for a company like Apple. Squeezing the file size of software updates could be a big plus for Apple, whose App Store must constantly issue numerous updates to countless apps. And any technology built into iOS that could render images on the screen faster would be a boon for any app that shows graphics -- which is to say almost any app ever written.

!http://news.cnet.com/8301-13579_3-57600389-37/apple-acquires-algotrim-maker-of-compression- tech-report-says/

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Baylor Health Care, Scott & White finalize merger!Bill Hethcock

Staff Writer- Dallas Business Journal !

!Baylor Health Care System and Scott & White Healthcare have completed the merger of the two health systems to form the largest not-for-profit health system in the state of Texas.

The system will have a combined 43 hospitals, more than 500 patient care sites, 34,000 employees, $8.3 billion in assets and more than 6,000 affiliated physicians as well as the Scott & White health plan.

Joel Allison, CEO of Dallas-based Baylor Health Care System, is now CEO of the new Baylor Scott & White Health. Dr. Robert Pryor, president and CEO of Temple- based Scott & White Healthcare, is now president, chief operating officer and chief medical officer of Baylor Scott & White Health.

Baylor Scott &White Health is based in Dallas and Baylor Scott & White Health Service company is based in Temple. The service company supports the new organization’s facilities by providing corporate functions such as human resources and information technology.

A unified board of trustees is made up of 16 individuals with eight representatives from each organization. Drayton McLane, Jr. serves as chairman of the unified board and Jim Turner serves as chairman-elect.

“Over time, patients in the communities we serve will begin seeing the new brand Baylor Scott & White Health emerge,” Allison said in a statement. “We are building a new national model for health care delivery engineered to meet the demands of health care reform, the changing needs of patients and payers and the extraordinary advances in clinical care.”

Baylor and Scott & White initially announced the merger plans in December 2012 and signed a definitive agreement in June 2013.

http://www.bizjournals.com/dallas/news/2013/09/30/baylor-scott-white-finalize-merger.html

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!Bharti Airtel buys out Qualcomm stake in India 4G broadband JV!(Reuters) - Bharti Airtel Ltd (BRTI.NS), India's top telecommunications carrier, said on Friday it had bought out Qualcomm Inc's (QCOM.O) stake from a fourth-generation (4G) broadband joint venture in the country, taking full ownership of the business more than a year earlier than planned.

Bharti did not say how much it paid for increasing its stake to 100 percent from 51 percent in Wireless Business Services Pvt Ltd, a venture founded by Qualcomm. The Indian group paid $165 million for a 49 percent stake last year, and bought 2 percent more earlier this year.

Bharti was to increase its stake to 100 percent by end-2014, both companies said last year.

Qualcomm paid nearly $1 billion in a 2010 auction for the airwaves that facilitate high- speed wireless Internet.

The venture, which holds 4G airwaves in four of India's 22 telecommunications zones, has yet to start commercial services.

Bharti separately holds 4G airwaves in four other zones and started services in some cities. (Reporting by Devidutta Tripathy; Editing by Prateek Chatterjee)

!http://in.reuters.com/article/2013/10/18/bharti-qualcomm-4g-idINDEE99H05C20131018 !

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!Boku Makes Its First Acquisition, Qubecell, To Expand Its Mobile Payment Services In India, Asia And Middle East!Posted 3 hours ago by Ingrid Lunden

Back in 2009, San Francisco-based mobile payments and carrier billing company Boku was born out of the merger of two other startups, Paymo and Mobillcash. Today, Boku is making its first acquisition in another consolidation move: it has acquired Qubecell, India’s largest carrier billing company.

The terms of the deal were not disclosed. Boku to date has raised some $73 million in VC funding 7:12 from the likes of Andreessen Horowitz, Telefonica, and more.

India is a market full of potential — with over 800 million subscribers, it is still one of the fastest- growing mobile markets in the world. But it is also very fragmented, with a number of smaller carriers, and a user base further behind than countries like the U.S. and China when it comes to smartphone adoption. (In essence, that also means many more feature phone platforms with which to content alongside smartphone operating systems.)

In that regard, tackling the market through an acquisition of a local player makes sense. Boku says that Qubecell already has deals with four of the largest mobile networks in the country, which gives it the ability to reach some 75% of the country’s mobile phone users, or around 550 million people. (That does not mean, of course, that 550 million people will be using Boku’s carrier billing services, but that Boku will have that potential reach.) The deal will make Boku the country’s largest carrier billing provider.

Jon Prideaux, Boku’s chief business officer, tells me that the aim will be not just to use Qubecell’s skills to build out its business in India, but also to leverage its engineering talent for future Boku products. One area where that will come in handy is in the company’s larger global ambitions. use it as a foothold to expand into other markets in Asia as is currently the CEO of Qubecell. “We are looking at India now as the hub for our efforts in this part of the world,” he said in an interview. “Together with Boku, we can now look at the Middle East and other countries in the subcontinent.”

Although initially this will be about enabling services to buy digital content on mobile devices (app purchases, ringtones, music and so on), plans do not stop there. India is a ripe market for carrier billing services in part because, like other emerging markets, it has very low credit card penetration — only 11 million today, according to Reddy. That means there is an opportunity to create ways of helping users pay for other digital goods, using their existing carrier billing relationships as a card payment replacement.

“We want to take carrier billing to other areas beyond mobile,” Reddy told me. Currently he says the limit for a transaction is 500 rupees

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($8), and is restricted to digital goods. “But the plan is to extend this beyond digital goods in India specifically,” he said. “There are avenues that are being explored and regulatory issues that come into play, but it is something we want to do.” Indeed, Prideaux points out that a large part of Boku transactions today are initiated on PCs, laying the groundwork for how Boku could fit in with, say, e-commerce sites in the future.

!http://techcrunch.com/2013/11/21/boku-makes-its-first-acquisition-qubecell- to-expand-its-mobile-payment-services-in-india-asia-and-middle-east/

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Google confirms that it has acquired hand gesture interface startup Flutter - The Next Web!Google confirms that it has acquired hand gesture interface startup Flutter By Ken Yeung, Thursday, 3 Oct '13 , 12:44am

Flutter, the company focused on developing a hand gesture interface, says that it has been acquired by Google. Company CEO Naveet Dalal says that the team will be continuing its research at the search engine company. A Google spokesperson has confirmed the news saying:

We’re really impressed by the Flutter team’s ability to design new technology based on cutting- edge research. We look forward to supporting and collaborating on their research efforts at Google.” !

No details on the price or the terms of the deal were released.

If you’re not familiar with the Flutter brand, you’re probably aware of its service — it has a popular Mac application and describes itself as “Kinect for OS X” whereby it uses hand gestures to detect movement using the built-in webcam in devices to help control music and movies. It can control navigation for iTunes, Spotify, Windows Media Player, and Winamp. We’ve heard that this app will not be affected by the acquisition.

The company has received $1.4 million in funding from Y Combinator, Andreessen

Horowitz, New Enterprise Associates, Spring Ventures, and Start Fund.

Granted that the technology is predominantly for Apple software, could we be seeing

Google adding Flutter’s capabilities to its native apps or perhaps adapting it for Android? If so, perhaps leveraging itfor the company’s wearable devices such as Google Glass could be in the realm of possibilities. With the spread of Google Play Music All Access and more users purchasing content from the Google Play store, hands free gesturing could besomething that further distinguishes the platform from Apple’s.

Interestingly, these capabilities already exist on Android devices, at least with

the Samsung Galaxy S3 and S4 devices. Remember those commercials that featured motiongestures for the Samsung device? Flutter has said that it would eventually add

support for Netflix and YouTube, so this is probably what makes this appealing to Google.

Let’s not also forget that Google is exploring new ways tofurther interact with computers, beyond simply using the keyboard and mouse — almost like something straight out of Minority Report. The company has Gmail Motion that users can test to control their email simply by using their bodymotion. Maybe integration with Chromebooks, such as the Pixel could also be in

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the works?

What’s more, Flutter had planned on implementing a business model whereby it would license its technology to software companies that would want to integrate the hand gesturing into their own apps. This could clearly open up new opportunities for those building on Android. Ironically, some had thought Flutter would be a prime target for Apple to acquire.

Here’s the acquisition announcement:

When we started three years ago, our dream to build a ubiquitous and power- efficient gesture recognition technology was considered by many as just “a dream”, not a real possibility.

Since then, we have strived to build the best machine vision algorithms and a delightful user experience.

Even after we launched our first app, we didn’t stop our research; your enthusiasm and support pushed us to continue to do better. We’re inspired everyday when we hear, for example, that Flutter makes you

feel like a superhero — because any sufficiently advanced technology should be indistinguishable frommagic, right?

Today, we are thrilled to announce that we will be continuing our research at Google. We share Google’s passion for 10x thinking, and we’re excited to add their rocket fuel to our journey.

We’d like to extend a special thank you to all of our users; your feedback and evangelism inspire us every day. Flutter users will be able to continue to use the app, and stay tuned for future updates.

!http://thenextweb.com/google/2013/10/03/google-acquires-hand-gesture-interface-startup-flutter/

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FTC Approves Nielsen Acquisition of Arbitron!Deal subject to conditions

By Anthony Crupi

!The Federal Trade Commission on Friday gave Nielsen Holdings the necessary clearance to acquire Arbitron. Subject to standard closing conditions, the deal is now expected to close on Sept. 30.

Per terms of the deal, which was announced on Dec. 18, 2012, Nielsen will acquire all of the outstanding common stock of Arbitron for $48 per share, or $1.3 billion.

“We are pleased to have the regulatory process behind us and are excited to be closing the Arbitron acquisition,” said Nielsen CEO David Calhoun, by way of announcing the FTC’s decision. “We are looking forward to providing all of the benefits of the combined company to our new clients in the radio industry and their advertisers, driving incremental value for them as well as our shareholders.”

The FTC voted 2-1 in favor, as Democrats Julie Brill and Edith Ramirez approved the measure with conditions. Joshua D. Wright dissented, while Maureen Ohlhausen was recused from participating.

Per those conditions, Nielsen has agreed to sell and license some assets related to Arbitron’s cross-platform audience measurement services to an FTC-approved third party for a period of at least eight years.

“Effective merger enforcement requires that we look carefully at likely competitive effects that may be just around the corner,” said FTC chairwoman Ramirez. “In this matter, the evidence provided us with a strong reason to believe that absent a remedy, the deal was likely to harm emerging competition in the area of cross-platform audience measurement.”

For his part, Wright argued that the commission had “insufficient evidence” to prove that the deal would hamper competition in a syndicated cross-platform market that is nascent at best. “There is no commercially available national syndicated cross-platform audience measurement service today,” Wright said. “The commission thus challenges the proposed transaction based upon what must be acknowledged as a novel theory—that is, that the merger will substantially lessen competition in a market that does not today exist.”

For Nielsen, bringing Arbitron’s Portable People Meter technology and mobile/app measurement into the fold should help meet broadcasters’ demands for more accountable measurement of second-screen viewing.

Arbitron has measured out-of-home viewing of major sports events for Turner Broadcasting Systems and CBS. While media buyers have refused to accept guarantees against out-of- home deliveries, estimates of ancillary viewership have long been baked into sports CPMs.

http://www.adweek.com/news/television/ftc-approves-nielsen-acquisition-arbitron-152634

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!Honeywell Completes Acquisition of Intermec!17 September 2013 FORT MILL, South Carolina, USA

Honeywell Extends Position in Scanning and Mobile Computing, Now Offers Additional RFID, Printer and Voice Solutions for Wide Range of CustomersAddition of Intermec Builds on Hand Held Products, Metrologic and EMS Acquisitions To Build Market-Leading Position Approximate $600 Million Deal Was Announced in December 2012,Adding Over $800 Million In Annualized Sales

FORT MILL, S.C., Sept. 17, 2013 – Honeywell (NYSE: HON) today announced that it has completed its acquisition of Intermec (NYSE: IN), a leading provider of mobile computing, radio frequency identification solutions (RFID), voice-enabled workflow and data-collection solutions, and printing solutions. Honeywell announced its intent to acquire Intermec in December 2012, in an all-cash transaction valued at approximately $600 million.

"The acquisition of Intermec will add innovative products and solutions, as well as deep engineering expertise and a broad global sales channel that further demonstrates our commitment to provide our customers an increasing array of innovative technologies in the highly attractive AIDC industry," said John Waldron, president of Honeywell Scanning & Mobility.

Intermec will be integrated with Honeywell Scanning & Mobility, within the company's Automation and Control Solutions business. The completion of this acquisition follows the approval by Intermec shareholders on March 19 as well as the receipt of required regulatory approvals in the United States and European Union.

For more information on Honeywell Scanning & Mobility, please visit www.HoneywellAIDC.com or follow @HoneywellAIDC on Twitter. About Honeywell

Honeywell (www.Honeywell.com) is a Fortune 100 diversified technology and manufacturing leader, serving customers worldwide with aerospace products and services; control technologies for buildings, homes and industry; turbochargers; and performance materials. Based in Morris Township, N.J., Honeywell's shares are traded on the New York, London, and Chicago Stock Exchanges. For more news and information on Honeywell, please visit www.HoneywellNow.com.

Honeywell Scanning & Mobility (HSM) is part of the Automation and Control Solutions (ACS) business group of Honeywell. HSM is a leading manufacturer of high-performance image- and laser-based data collection hardware, including rugged mobile computers and bar code scanners. With one of the broadest product portfolios in the automatic identification and data collection industry, HSM provides data collection hardware for retail, healthcare, and transportation and logistics companies seeking to improve operations and enhance customer service. Additionally, HSM provides advanced software, service and professional solutions that help customers effectively manage data and assets. HSM products are sold worldwide through a network of distributor and reseller partners.

This release contains certain statements that may be deemed "forward-looking statements" within the meaning of Section 21E of the Securities Exchange Act of 1934. All statements, other than statements of historical fact, that address activities, events or developments that we or our

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management intends, expects, projects, believes or anticipates will or may occur in the future are forward-looking statements. Such statements are based upon certain assumptions and assessments made by our management in light of their experience and their perception of historical trends, current economic and industry conditions, expected future developments and other factors they believe to be appropriate. The forward-looking statements included in this release are also subject to a number of material risks and uncertainties, including but not limited to economic, competitive, governmental, and technological factors affecting our operations, markets, products, services and prices. Such forward-looking statements are not guarantees of future performance, and actual results, developments and business decisions may differ from those envisaged by such forward-looking statements. We identify the principal risks and uncertainties that affect our performance in our Form 10-K and other filings with the Securities and Exchange Commission.

http://www.intermec.com/about_us/newsroom/press_releases/2013-09-Honeywell-Scanning-Mobility- Day-1.aspx

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Leonard, Street and Deinard announces merger with Kansas City firm!Article by: DAVID PHELPS , Star Tribune Updated: September 22, 2013 - 8:33 PM !Leonard, Street and Deinard, a legal fixture in Minneapolis for the last 91 years, is merging with the Kansas City law firm Stinson Morrison Hecker to form one of the 100 largest law firms in the United States. The new firm will be called Stinson Leonard Street, with major operations in each of the two cities where the firms are headquartered. The merger is effective Jan. 1, 2014. “We believe the timing is right,” said Lowell Stortz, the managing partner of Leonard, Street and Deinard who will become co-managing partner of the merged firm. “We’re both coming off two very good years and realize our strategies are working quite well. This is a real opportunity.” The Stinson Leonard Street announcement, officially being made Monday, continues a merger trend that has become more and more common in American legal circles in recent years as economic and strategic pressures force law firms to consider new growth strategies. According to the legal consulting firm Altman Weil, U.S. law firms are on pace for more than 70 mergers in 2013, the most since 2008 at the start of the Great Recession. “U.S. law firms continue to grow, primarily through targeted acquisitions,” said Altman Weil principal Ward Bower. “Firms are picking up specialty practices, expanding in strong markets and adding offices in new cities.” Leaders of the newly formed Stinson Leonard Street insist their merger is not “a merger of survival.” The combined firm jumps to 525 attorneys with offices in 14 cities covering the Midwest, mountain West, and Southwest, with two offices to be combined in Washington, D.C. “We have a very similar approach on the business side. We’re both fiscally conservative and we have no plans of going away,” said Mark Hinderks, Stinson Morrison’s current managing partner and comanaging partner of the merged firm. ‘Big law is in transition’ The Leonard, Street and Deinard merger is at least the third significant law firm merger or acquisition in the Twin Cities in the last two years, the largest of which resulted in the creation of Faegre Baker Daniels at the beginning of last year. “Big law is in such a transition,” Minneapolis-based legal consultant Roy S. Ginsburg said after the FaegreBD merger. The combined Stinson Leonard Street will have a solid presence in the lucrative banking and financial services market as well as in the fast-growing energy sector and business services. Leonard Street’s client list includes Mankato-based Taylor Corp. !http://www.startribune.com/business/224652601.html

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Mergers: Commission approves acquisition of Greek airline Olympic Air by Aegean Airlines Brussels, 9 October 2013

The European Commission has cleared under the EU Merger Regulation the proposed acquisition of Olympic Air by Aegean Airlines, both Greek air carriers. The Commission's in-depth investigation has shown that Olympic Air would be forced to exit the market in the near future due to financial difficulties if not acquired by Aegean. Once Olympic would be out of business, Aegean would become the only significant domestic service provider and would capture Olympic's current market shares. Therefore, with or without the merger, Olympic would soon disappear as a competitor to Aegean. Thus the merger causes no harm to competition that would not have occurred anyway.

The Commission's Vice-President in charge of competition policy, Joaquín Almunia, stated: "It is clear that, due to the on-going Greek crisis and given Olympic's own very difficult financial situation, Olympic would be forced to leave the market soon in any event. Therefore we approved the merger because it has no additional negative effect on competition."

The Commission has examined the effects of the proposed acquisition on competition in the affected markets for the domestic air transport of passengers. Aegean is Olympic's closest competitor on these markets in Greece. The Commission initially expressed concerns and opened an in-depth investigation in April 2013 (IP/13/361).

The Greek crisis has seen a drop of 26% in demand for domestic air passenger transport from Athens: from 6.1 million passengers in 2009 to 4.5 million

passengers in 2012. This decline has continued during the first half of 2013 (6.3% decrease compared to the preceding year).

Furthermore, the number of routes served by both Aegean and Olympic has decreased substantially over recent years. When the Commission blocked Aegean's previous attempt to merge with Olympic in 2011, the parties provided competing services on 17 routes, nine of which raised competition concerns (see IP/11/68). Currently, Aegean and Olympic have overlaps on seven routes of which the following five domestic routes are served only by them: Athens–Chania; Athens–Mytilene; Athens–Santorini; Athens–Corfu (Aegean only operates in the summer); Athens–Kos (Aegean only operates in the summer).

The market investigation has revealed that entry in the immediate future by other airlines is unlikely on any of those routes. This is due to a variety of reasons: potential entrants see more profitable opportunities elsewhere, they consider the costs of entry too high or they stay away from the Greek domestic market due to Greece's current dire economic situation.

However, the Commission's in-depth investigation has also clearly demonstrated that, in any event, Olympic is a failing firm and would go out of business soon. Olympic has never been profitable since its privatisation in 2009 and has received considerable financial support from its sole shareholder, Marfin Investment Group ("MIG"), ever since. A thorough analysis of Olympic's business prospects has confirmed that the company is highly unlikely to become profitable in the foreseeable future under any business plan. MIG had therefore decided to discontinue its support of Olympic, should it not be sold to Aegean. This would lead to Olympic's permanent shutdown in the short term.

Furthermore, the market investigation has confirmed that there is no other credible purchaser other than Aegean interested in acquiring Olympic. There has also been no expression of any credible interest in the acquisition of Olympic's assets including its brand. Consequently, the most likely scenario is that absent the transaction Olympic's assets would leave the market completely.

The Commission has therefore concluded that any competitive harm caused by Olympic's disappearance as an independent competitor is not caused by

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The Commission has therefore concluded that any competitive harm caused by Olympic's disappearance as an independent competitor is not caused by the merger. As a consequence, the merger is compatible with the internal market and must be authorised. The transaction was notified to the Commission on 28 February 2013.

Companies and products

Aegean is a Greek airline providing air transport of passengers and, to a more limited extent, cargo services. Since 1999, Aegean has been offering scheduled flights on Greek domestic routes and international short-haul routes. It operates a base at Athens International Airport. It currently serves approximately 50 international and domestic short-haul destinations. Aegean is a member of the Star Alliance.

Olympic is a Greek airline active in air transport of passengers and cargo. Like Aegean, Olympic operates a base at Athens International Airport and currently serves approximately 30 short-haul destinations, mainly within Greece. Olympic does not belong to any airline alliance.

http://europa.eu/rapid/press-release_IP-13-927_en.htm

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!Synaptics Enters Fast Growing Fingerprint ID Market with Acquisition of Validity

Reinforces Market Leadership in Human Interface Technology with Industry-Leading Fingerprint Sensor Technology | Provides Preliminary First Quarter Fiscal 2014 Revenue Results | Will Host Conference Call Today at 2:30pm Pacific Time (5:30pm Eastern Time) SAN JOSE, Calif. – October 9, 2013 Synaptics Inc. (NASDAQ: SYNA), a leader in human interface solutions, today announced it has signed a Definitive Agreement to acquire Validity Sensors, Inc., a leading provider of biometric fingerprint authentication solutions for smartphones, tablets and notebook PCs. With the acquisition of Validity, Synaptics expects to gain access to the fast growing biometrics market, significantly expanding its market opportunity and underscoring the company’s commitment to making smart devices easier to use.

Biometrics and fingerprint sensing is poised for explosive growth as OEMs look to differentiate their products, and consumers demand greater security with seamless ease-of-use. Synaptics believes the acquisition of Validity positions the company at the forefront of this exponential growth opportunity and allows the company to strengthen its portfolio of touch-based technologies with the diversification into fingerprint-sensing capabilities.

“Biometrics has long been of interest to Synaptics as it complements our existing touch-based solutions and offers an exciting new way to interact with devices,” said Rick Bergman, President and CEO, Synaptics. “We are thrilled to be adding the world class Validity team to the Synaptics family. This acquisition is a significant step forward for the company and serves as a proof point of our dedication for continued growth, innovation and commitment to providing the industry’s best and broadest portfolio of human interface solutions.”

“Synaptics’ acquisition of Validity puts our vision of having Natural ID on every mobile computing device on the fast track,” said Rob Baxter, CEO, Validity. "The opportunity for our people, our shareholders and our technology, along with Synaptics’ commitment

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to owning the human interface, made this partnership a natural fit. The acquisition adds Validity’s world-class biometrics engineering team to a Synaptics team known for in- depth, system level engineering expertise.”

Validity is the leader in Natural IDTM authentication, providing fingerprint sensing solutions to the world’s leading consumer device OEMs. Validity’s best-in-class authentication secure, high-performance and cost-effective solutions include its LiveFlex® fingerprint sensor technology, providing superior image quality with high-frequency RF imaging into the live layer of the finger. Synaptics believes Natural ID solutions provide an ideal platform

!to address the explosive growth of biometric sensing in everything from mobile payment transactions, cloud-based services and enterprise mobile device security.

Agreement Terms

Synaptics will pay approximately $92.5 million in stock and cash at the closing plus potential performance payments over a multi-year period for total potential consideration of up to $255.0 million. The stock component is expected to be in the range of 1.5 million to 2.3 million shares. The acquisition is expected to close in the current quarter, subject to customary closing conditions and regulatory reviews, as necessary. Additional details can be found in Synaptics’ Current Report on form 8-K, filed October 9, 2013.

Preliminary First Quarter Fiscal 2014 Revenue Results

Synaptics also announced that it expects revenue for the first quarter of fiscal 2014 to be approximately $220 million, above the mid-point of its previously provided guidance range of $210 to $225 million. In addition, during the first quarter, the Company repurchased over 1.2 million shares of common stock or more than 3.5% of shares outstanding and has $110 million available under its current authorization. http://www.synaptics.com/about/press/press-releases/synaptics-enters-fast-growing-fingerprint-id-market-acquisition-validity

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