# Monday, March 17, 2008
BMC Software Inc. (NYSE: BMC) announced today that it would buy BladeLogic (NASDAQ: BLOG) for $800 million cash, valuing BladeLogic at $28 per share.

The $28 per share purchase price is almost a 20% premium to BladeLogic's closing price Friday, before the deal was announced. With this acquisition, BMC seeks to increase its portfolio of programs that automate customers' data centers. BMC has existing software suites that manage computer systems, but the BladeLogic acquisition is seen as adding strength to an area rife with competitors such as Hewlett-Packard Co. (NASDAQ: HPQ).

BladeLogic programs help simultaneously update programs and make changes over vast computer networks. For instance, if a new security patch becomes available, the program can automatically update individual PCs operating systems without necessitating a support person to go physically to every single network computer. BladeLogic's offerings also allow servers and PCs to be managed together.

"We coveted this business for a long time. Getting them to sell was not an easy process. It took time," BMC CEO Bob Beauchamp said in a conference call about the purchase. "Organizations around the world will spend more than $140 billion dollars this year running data centers. Automation is the only way IT can bring this spending under control and still meet the reliability and time-to-market requirements of their businesses.  BMC’s acquisition of BladeLogic will create the new IT Service Automation leader, unique in its ability to provide these critical capabilities.  It is a natural and very significant next step in our vision of Business Service Management.”

BladeLogic CEO Dev Ittycheria said on the conference call that his company's board shopped around for other offers after getting a proposal from BMC, though he didn't give details of the process. It was widely speculated that BladeLogic, given its relatively small size and attractive business, would be acquired.

BMC has said the deal will reduce its operating earnings next year but add to its profits by 2010. Though BladeLogic shareholders still have to vote on the deal, it has been unanimously recommended by the board and is expected to easily pass.

BMC shares are are down 6% on the news.

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Monday, March 17, 2008 5:02:27 PM UTC  #     |  Trackback
Magellan Heath Services (NDAQ: MGLN) may be good at managing the health of its patients but the company is another story. The healthcare company's stock is trading more than 20 percent off of its 52-week highs and many shareholders are now demanding the company take action to unlock shareholder value. Unfortunately, the company has been unresponsive to these shareholders who are now threatening to take their argument public.

The Shamrock Activist Value Fund disclosed a 4.6% stake in Magellan and letter to the board of directors in their most recent Schedule 13D filing with the SEC. The activist hedge fund commended management for their recent acquisitions of NIA and ICOR but conveyed their belief that the company should now focus on integrating these two acquisitions and turn its attention to shareholders.

"Early indications suggest NIA is roughly tracking to plan and ICORE’s performance is lagging acquisition projections," said Shamrock in its letter. "We find it reasonable for shareholders to expect financial results that demonstrate that the Company’s strategy is one that can create value for shareholders. Until that time, we believe it imprudent for the Board to endorse additional acquisition activity."

Shamrock requested that Magellan authorize a $478 million one-time special dividend of $12 per share. The activist proposed that this be funded through a combination of the company's $315 million in unrestricted cash and billions in debt capacity. Unfortunately, Magellan management disagrees and that has many shareholders concerned that they may be interested in making more acquisitions instead.

"We have been disappointed by the Board’s decision to not meet and engage with us in a discussion concerning this issue," said Shamrock's Arik Ahitov. "Given the lack of response and what we believe is an ongoing risk factor and drag on the company’s valuation, we are left with no choice but to make our concerns public."

In the end, any acquisitions would likely lead to increased costs, pressured margins, and higher debt while a successful attempt to unlock value through a special dividend could result in a substantial rise in the stock's price. It will be interesting to see how the company responds to this public letter, but in the meantime, this is definitely a stock worth following!

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Monday, March 17, 2008 4:59:40 PM UTC  #     |  Trackback
The CME Group Inc. (NYSE: CME) and Nymex Holdings Inc. (NYSE: NMX) finally inked a merger agreement that has been in the works since January when talks between the two were first disclosed. The move comes as CME is still working to integrate the recently acquired Chicago Board of Trade (CBOT) while other exchanges continue to eye M&A opportunities. The push towards so-called global exchanges has forced many of these deals through in order to not only grow but simply remain competitive.

The $9.3 billion deal will give Nymex shareholders cash and stock worth approximately $100 per share. This number is currently 15% higher than Nymex's current price due to risks with the deal and a decline in CME's share price- which lowers the value of the stock portion of the buyout. The two boards have approved the transaction, but it will be interesting to see how much shareholder support they will receive given the steep declines today.

The transaction also leaves only a handful of independent exchanges remaining. The next buyout candidate that many see is IntercontinentalExchange (NYSE: ICE), which specializes in over-the-counter futures. In particular, the firm is known for its U.S. Dollar Index futures. Notably, ICE has been on a bit of a buying binge of its own in the past in an effort to boost its energy-related products. However, a value of just $8.7 billion and consistently recordbreaking volumes on its exchanges certainly leave the door open.

Smaller acquisitions could include companies like MarketAxess Holdings (NDAQ: MKTX), which specializes in electronic trading of corporate bonds and fixed-income securities. This market may not be as hot as over-the-counter futures, but it does add a robust revenue stream and access to 647 active institutional investors that may be interested in other products. However unlike the futures exchanges, shares of this stock are well off of their 52-week highs.

In the end, the exchanges have seen over $46 billion in dealmaking over the past two years and it will likely not stop until the growth in the sector slows. The only remaining futures exchange is Intercontinental, which is already seen by many as a potential acquisition candidate. However, other small exchanges like MarketAxess could also see some deals in the works despite their slow growth. Combined, these factors make the exchange sector one worth following closely!

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Monday, March 17, 2008 4:08:06 PM UTC  #     |  Trackback