Category: mergers and acquisitions

Earlier this week, General Mills, Inc. signed a merger agreement to acquire Annie’s, Inc., a Berkeley, California natural and organic food company. General Mills offered $46.00 per share of common stock. BNNY had closed at $33.53 the previous day.

The Washington Post Company filed a Letter Agreement re: Proposed Sale of Post Business. Under this agreement between The Washington Post Company and Nash Holdings LLC, Nash will purchase “all of the issued and outstanding equity interests…of each of WP Company LLC, Express Publications Company, LLC, El Tiempo Latino, LLC, Robinson Terminal Warehouse, LLC, Greater Washington Publishing, LLC and Post-Newsweek Media, LLC” for $250 million in cash.

The media properties included in the sale are The Washington Post newspaper and the newspaper’s internet site washingtonpost.com; publishing Fashion Washington, Capital Business, the internet sites The Capitol Deal and Service Alley, Express (and its websites ExpressNightOut.com and ReadExpress.com), The Gazette Newspapers (and their website Gazette.net), Southern Maryland Newspapers (and their website SoMdNews.com), Fairfax County Times (and its website FairfaxTimes.com), military newspapers produced by Comprint Military Publications (and their websites DCMilitary.com and DCMilitaryFamLife.com), Apartment Showcase, New Homes Guide, New Condominium Guide, El Tiempo Latino and The Guide to Retirement Living Sourcebook; operating Washington Post Live and Washington Post News Media Services; operating a commercial printing and distribution business and a paper handling and storage business, including Comprint Printing; and the other operations conducted by the Seller and its subsidiaries within Post-Newsweek Media, LLC, Greater Washington Publishing, LLC and Robinson Terminal Warehouse, LLC.

The sale does not include Slate Magazine, Slate V, TheRoot.com and Foreign Policy (and the websites related to such publications and operating FP Events) and the other Excluded Assets, which consists of certain real estate, interests in Classified Ventures, LLC, assets not related to the Post Business, and Slate Group LLC assets and businesses.

Read the Merger Agreement between Shuanghui International Holdings Ltd. and Smithfield Foods Inc.

I’ve also added a new category for Real Estate Purchase and Sales Agreements.

Although the agreement is described as a buyout, it is actually a Merger Agreement between Denali Holding Inc. and Dell Inc.

The Lubrizol Corporation recently filed the Agreement and Plan of Merger between Berkshire Hathaway Inc. and itself. The agreement does contain a forum selection clause. So, do you think that the forum selection clause designates Nebraska where Berkshire Hathaway Inc. is located or Ohio where The Lubrizol Corporation is located?

Here’s the answer:

Each of the parties hereto (i) consents to submit itself to the personal jurisdiction of the state and federal courts of the State of Ohio in the event that any dispute arises out of this Agreement or any of the Transactions, (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court and (iii) agrees that it will not bring any action relating to this Agreement or any of the Transactions in any other court. Each of the parties hereto irrevocably and unconditionally waives (and agrees not to plead or claim) any objection to the laying of venue of any dispute arising out of this Agreement or any of the Transactions in the state and federal courts of the State of Ohio, or that any such dispute brought in any such court has been brought in an inconvenient forum.