Corporate Report

Corporate Report

by Sean Roth | Real Estate Editor

OSI shareholders vote company private

OSI Restaurant Partners Inc. shareholders approved an amended merger agreement with Kangaroo Holdings Inc. and Kangaroo Acquisition Inc. OSI officials expect the merger to happen by June 19. As part of the purchase, each share of OSI common stock will be converted into $41.15 in cash. As part of the deal, OSI founders have agreed to receive only $40.00 per share in cash for their shares.

Kangaroo Holdings Inc. is controlled by an investor group of investment funds associated with Bain Capital Partners LLC and Catterton Management Co. LLC. OSI's founders and certain members of its management are expected to exchange shares of OSI's common stock for shares of Kangaroo Holdings Inc. in connection with the merger.

OSI's portfolio of restaurant brands includes Outback Steakhouse, Carrabba's Italian Grill, Bonefish Grill, Fleming's Prime Steakhouse & Wine Bar, Roy's, Lee Roy Selmon's, Blue Coral Seafood & Spirits and Cheeseburger in Paradise restaurants. It has operations in 50 states and 20 countries.

Bain Capital Partners LLC manages several pools of capital covering about $40 billion in assets under management. Since its inception in 1984, Bain Capital has made private equity investments and add-on acquisitions in more than 230 companies around the world, including Domino's Pizza, Dunkin' Donuts, Burger King, Toys "R" Us, AMC Entertainment, Staples and Burlington Coat Factory.

Alternatively, Catterton, which manages more than $2 billion, has led investments in Build-A-Bear Workshop, Cheddar's Restaurant Holdings Inc., P.F. Chang's China Bistro, Baja Fresh Mexican Grill, First Watch Restaurants, Frederic Fekkai, Kettle Foods, Farley's and Sathers Candy Co. and Odwalla Inc.

Ablest sold to Koosharem

becomes part of Select

Tampa-based temporary staffing firm Ablest Inc. received approval from stockholders to merge with Select Acquisition Inc., an entity owned by Koosharem Corp. The deal was finalized June 8 and became effective June 11. Koosharem is the holding company of SelectRemedy, which owns about 280 professional staffing offices throughout North America. The deal called for shareholders to receive $11 per share for a total appraised price of $32.5 million. The Koosharem offer beat out a $22 million offer made by The Burton Partnership and several Ablest managers of $7.50 a share.

Solomon Technologies buying Pennsylvania's Deltron

Tarpon Springs' Solomon Technologies Inc. signed a definitive purchase agreement to acquire Deltron Inc., a North Wales, Penn.-based manufacturer of power supplies and related equipment, which also has manufacturing operations in Reynosa, Mexico.

The purchase deal calls for Solomon to acquire the assets and liabilities of Deltron's Pennsylvania operations and all of the stock of Deltron's Mexican manufacturing facility, for an undisclosed amount in cash.

Solomon will assume Deltron's trade payables and its accrued expenses as part of the transaction. Solomon officials say the deal is still subject to due diligence investigations and specific agreements with some of Deltron's personnel.

"This is another step in our acquisition of assets and building critical mass within our power electronics division," Gary G. Brandt, chief executive officer of Solomon, said in a press release. "In addition to boosting consolidated revenues, the combination of Deltron's low power precision products with our existing high power, high reliability product lines will permit us to expand our cross selling efforts and broaden our systems capabilities. In addition, we expect to gain significant cost advantages across all operations from the addition of Deltron's Mexican manufacturing capabilities. We expect to maintain some Deltron operations in Pennsylvania and add resources in Mexico as the business grows."

In other Solomon news, the company hired Jack Worthen as president of its power electronics division. Worthen served as president of SatCon Electronics since April of 2005 increasing business by 30% while introducing the company's first line of high reliability power conversion products. For most of his career Worthen worked for Sipex Corp., most recently as senior vice president of sales.

Solomon through its motive power and power electronics divisions, develops, licenses, manufactures and sells precision electric power drive systems.

Health Management Associates sells two hospitals to Wellmont

Naples' hospital operator Health Management Associates Inc. signed a definitive agreement to sell two acute-care hospitals in Virginia to Wellmont Health System. This transaction is scheduled for completion by Aug. 1, subject to regulatory approvals. HMA expects to use the proceeds for general corporate purposes, including debt repayment.

The Virginia hospitals at the center of the deal are Lee Regional Medical Center in Pennington Gap with 80 beds and Mountain View Regional Medical Center in Norton with 133 beds

Under the agreement, Wellmont Health System has committed to offer employment to most of the current employees who are in good standing at both hospitals.

Upon completion of the sale of Mountain View Regional Medical Center and Lee Regional Medical Center, HMA will operate 59 hospitals in 15 states with about 8,500 licensed beds.

Etc...

TIB Financial Corp. announces quarterly dividend

The Naples-based financial services firm TIB Financial Corp. is reporting a quarterly cash dividend of six cents per share of its common stock. The dividend is payable on July 10, to TIB Financial stockholders of record as of June 30. This cash dividend, when annualized, represents 24 cents per share.

TIB Financial Corp. has about $1.4 billion in total assets and operates 19 full-service banking offices throughout the Florida Keys, Homestead, Sebring, Naples, Bonita Springs, Venice and Fort Myers.

Phillips Development fund yields 25% to 50%

Representatives with Phillips Development and Realty LLC announced a positive return on its most recent offering, Phillips 2006 Fund. Opened and closed on Sept. 1, 2006, the fund raised $3 million in a single day. Returns on the investment are expected to be between 25% and 30%, along with a second-tier yield matrix near 50%.

The Phillips 2006 Fund supported the acquisition of 48.5 acres on Westheimer Road, just minutes from downtown Houston. After holding the land for seven months, the team decided to move on one of its offers and sold the land to a retail developer. Details of the transaction have not yet been released.

Phillips Development and Realty is in the midst of moving its administrative staff from Cary, N.C., to a Tampa office.

The company is currently developing the Casa Bella on Westshore and Le Jardin at International Drive in Tampa.

NeoMedia adds Hoffman as CEO

Fort Myers-based mobile enterprise and marketing technology company NeoMedia Technologies Inc. appointed William Hoffman, 45, a senior technology executive, as its CEO effective June 18. Hoffman replaces Charles W. Fritz, NeoMedia's chairman and founder, who has served as the company's interim CEO since December.

"After a search of nearly six months, our board is confident that he is the right man at the right time to guide NeoMedia, and that he is ideally suited to help leverage our strong portfolio of patented technologies, products and services," Fritz said in a press release.

Prior to joining NeoMedia, Hoffman served as CEO of Uniqua Technologies Inc. in Atlanta, a company he co-founded in 2003 with the acquisition of the assets of TIC Enterprises LLC and Vectorlink Communications Corp. NeoMedia officials say he was responsible for driving revenue growth of 1,140% there in 18 months.

Previously, as the CEO and a director of mBlox Inc., a mobile transaction network, where he focused on reorganizing, restructuring, and growing the business to more than 180 countries. He was reportedly instrumental in developing partnerships with more than 500 wireless operators around the globe including Vodafone, T-Mobile, Verizon and Cingular, and achieving a $75 million annual run-rate in 18 months.

Hoffman, also spent eight years with Sprint managing Sprint's business services in Florida.

Teltronics lands $12 million credit line from Wells Fargo

Sarasota-based Teltronics Inc., a communications solutions provider, received $12 million in financing from Wells Fargo Foothill, part of Wells Fargo & Co. Teltronics plans to use the funding for working capital and to support its growth strategies. Teltronics manufactures telephone switching systems and software for communications centers.

Walter Industries adds Ford exec to board

A.J. Wagner has been appointed to the board of directors of Tampa's Walter Industries Inc. and to the company's audit committee. Wagner is currently president and CEO of the business-consulting firm A.J. Wagner & Associates LLC. Wagner retired from Ford Motor Co. in December where he was president of Ford Motor Credit North America and a vice president of Ford Motor Co.

Wagner has also served on three company boards: Ford Motor Credit Company, Ford Direct LLC and Ford Credit Canada, of which he served as chairman.

Walter Industries Inc. is a producer and exporter of metallurgical coal for the global steel industry and also produces steam coal, coal bed methane gas, furnace and foundry coke and other coal-based products. The company also operates a mortgage financing and affordable homebuilding business.