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Vital Images (Nasdaq: VTAL) $14.18 and Toshiba Medical Systems Corporation, announced Wednesday after market close that they have entered into a definitive agreement pursuant to which a subsidiary of TMSC ("Merger Sub") will acquire all of the outstanding shares of common stock of Vital Images for $18.75 per share, or approximately $273 million in the aggregate, through a cash tender offer followed by a merger.
Under the terms of the agreement, which has been unanimously approved by each of Vital Images' and TMSC's boards of directors, Vital Images' shareholders will receive $18.75 in cash for each outstanding share of Vital Images common stock they own. This represents a 39 percent premium over the volume-weighted average Vital Images share price for the past 30 calendar days.
What They Do: Vital Images, Inc. is a leading provider of advanced visualization and analysis software for physicians and healthcare specialists.
LoopNet, Inc. (Nasdaq: LOOP) $14.37, and CoStar Group announced Wednesday after market close the signing of a definitive agreement to acquire LoopNet, Inc.
LoopNet shareholders will receive $16.50 in cash and 0.03702 shares of CoStar Group common stock for each share of LoopNet common stock, representing a total equity value of approximately $860 million and an enterprise value of $762 million . The boards of directors of both companies have unanimously approved the transaction which is expected to close by the end of 2011.
The transaction represents a premium of 31% to LoopNet's closing price on Tuesday, April 26 , 2011. Following the transaction, LoopNet equity holders will own approximately 8.5% of CoStar shares outstanding on a fully diluted basis. Holders of 32% of the LoopNet shares outstanding on an as-converted basis have signed a voting agreement in support of the deal.
CoStar has received a commitment letter from J.P. Morgan for a fully committed term loan of $415 million and a $50 million revolving credit facility, of which $37.5 million are committed, which will be available, subject to customary conditions, to fund the acquisition and the ongoing working capital needs of CoStar and its subsidiaries following the transaction.
The transaction is subject to customary closing conditions, including approval by the shareholders of LoopNet and antitrust clearance. The transaction is not subject to a financing condition.
What They Do: LoopNet operates the most heavily trafficked commercial real estate marketplace online with more than 4 million registered members and more than 6 million unique visitors quarterly, as reported by Google Analytics
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