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November 2001
October 2001
September 2001
August 2001
July 2001
June 2001
May 2001
Venture Capital
June Mergers & Acquisitions
by J.D. Renzi

BOSTON, June 1, Vivendi Universal (Paris Bourse: EXFP; NYSE:V), announced that it reached an agreement to acquire all of the outstanding shares of Houghton Mifflin Company (NYSE:HTN) through a cash tender offer of $60 per share for all of HTN's common stock. As a result of the acquisition, Vivendi will become the No. 2 publisher in the education field. The estimated offer price of approximately $2.2 billion includes the assumption of Houghton Mifflin's average net debt of $500 million.

BOSTON, June 4, FleetBoston Financial Corp. (NYSE:FBF) announced it has signed a definitive agreement to acquire the asset management businesses of Boston-based Liberty Financial Companies, Inc. (NYSE:L) for $900 million in cash. Approximately 65% of Liberty's assets under management are in mutual funds, with the remainder invested for institutional clients. The transaction will add $51 billion in assets under management to FleetBoston's existing investment business, to bring the company's total investment assets under management to approximately $173 billion. As a result of the merger, FleetBoston will rank as the world's 29th largest investment manager, up from 42nd place.

CANTON, June 4, Sound Advice, Inc. (Nasdaq:SUND) and Tweeter Home Entertainment Group, Inc. (Nasdaq:TWTR) announced that they have signed a definitive merger agreement. The companies expect to complete the transaction on or about September 1, 2001. The merger is structured as a tax-free exchange for stock and will be accounted for by Tweeter as a purchase. Under the terms of the agreement, each share of Sound Advice common stock will be converted into Tweeter common stock. Sound Advice, a specialty retailer of entertainment and consumer electronic products, is headquartered in Dania Beach, Florida.

CHARLTON, June 6, FiberCore, Inc. (Nasdaq:FBCE), a manufacturer of optical fiber and preform for the telecommunication and data communications markets, announced the acquisition of Data Communications Inc. (DCI), a privately held company located in Hyannis, MA. DCI designs, installs and maintains low cost fiber optic networks primarily in the northeast for local area network applications. The purchase price of DCI was $1.1 million and consisted, almost exclusively, of the issuance of 250,000 shares of FiberCore common stock. The acquisition is expected to add $2.5 million to FiberCore's revenues in 2001.

ANDOVER, June 8, ChoicePoint Inc. (NYSE:CPS), a provider of credential verification and identification services, has entered into an agreement to acquire Marketing Information & Technology Inc. (MITI), a provider of large-scale direct marketing systems for FORTUNE 500 clients. Financial details of the transaction were not disclosed.

BEDFORD, June 11, RSA Security Inc. (Nasdaq:RSAS), a provider of authentication solutions, has acquired 3-G International, a privately held company that develops and delivers smart card and biometric authentication products. Total consideration for the acquisition net of cash is approximately $12 million.

FRAMINGHAM & ANDOVER, June 11, Banknorth Group, Inc. (Nasdaq:BKNG), announced that it has signed separate definitive agreements to acquire both Andover Bancorp (Nasdaq:ANDB) for approximately $333 million in stock, and MetroWest Bank (Nasdaq:MWBX) for approximately $166 million in cash. The acquisitions will increase the company's total assets from just over $18 billion to approximately $21 billion. The two banks will be merged into Banknorth's existing Massachusetts bank, First Massachusetts Bank, resulting in a subsidiary bank with 114 branches, $5.5 billion is deposits and nearly $9 billion in assets.

MELROSE & LAWRENCE, June 12, Microsemi Corp. (Nasdaq:MSCC) of Irvine CA announced that it has entered into an agreement to acquire Compensated Devices Inc. (CDI), of Melrose, MA and New England Semiconductor Corp. (NES), of Lawrence, MA. Founded in 1974, CDI's customer base includes: Lockheed/Martin, Litton, Raytheon and Honeywell. CDI's sales for the calendar year 2000 were $10.9 million. Founded in 1985, NES is a manufacturer of aerospace-grade high-reliability bipolar transistors. NES had sales in calendar year 2000 of $9 million. Microsemi will pay $11.5 million and $9.1 million for CDI and NES respectively in a combination of cash and one-year notes that are payable in cash and/or shares of common stock, at Microsemi's option.



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