Sallie Mae shares fall amid dispute; Raytheon up on offer for Oakley; Spherion to buy Todays Staffing

By Sheri Kasprzak

New York, Sept. 20 - Another buyout deal may be hitting rough waters.

SLM Corp., better known as Sallie Mae, on Thursday disputed a claim by two private equity firms - J.C. Flowers & Co. and Friedman Fleischer & Lowe - and two banks - JPMorgan Chase and Bank of America - that they have the option to either command a lower asking price or walk away from a proposed acquisition.

The troubles sent shares of SLM down. The stock was down 18 cents by 10 a.m. ET (NYSE: SLM) and closed down 31 cents at $48.24.

The news comes just a day after Accredited Home Lenders Holding Co. agreed to drop the price of Lone Star Fund V (US) LP's planned tender offer for shares of the mortgage lender to $11.75 from $15.10 per share.

Lone Star had alleged in August that it could terminate the merger agreement because of Accredited's lackluster earnings performance.

In other merger news, Raytheon Co. is in talks to buy Oakley Networks, a cyber-security technology company. The terms of the deal were not disclosed Thursday.

Finally, staffing giant Spherion Corp. plans to buy Todays Staffing Inc. from CDI Corp. in a $40 million cash deal. Spherion's stock was shoved down by the news by 14.44%.

Sallie Mae shoots back

A consortium set to buy SLM Corp. in a $25 billion buyout deal are hemming and hawing, claiming that certain events may encourage them to seek a lower price or back out of the deal altogether.

Sallie Mae doesn't think so, according to a statement released Thursday.

"Our contract is with Bank of America and JPMorgan Chase, two of America's largest and strongest banks," Sallie Mae shot back in a statement released Thursday morning. "We expect these banks to honor their commitments under that contract, not breach the contract. The company affirms that the College Cost Reduction Act, which is awaiting the President's signature, does not and will not constitute a material adverse effect under the merger agreement."

Analysts speculated Thursday that the buyers may not have much of a choice but to move ahead - and may have to swallow the $25 billion price tag.

"The comments they made today suggest that they're not going to back down," said one analyst. "These are big banks with big reputations and it would look very bad for them to back out of this. Sallie Mae knows the position they're [the banks are] in so they have the advantage."

"It could mean a serious reputation problem if they back out," said another analyst. "They very well could come to some sort of agreement over the price but I don't think it would be in their best interest to walk away."

If the consortium does walk away, they'll be stuck with a $900 million fee.

Reston, Va.-based SLM provides savings programs for college.

Raytheon to buy Oakley

In other news, Raytheon said it intends to buy Oakley Networks.

Shares of Raytheon edged up on Thursday, gaining 19 cents, or 0.30%, to close at $62.92 (NYSE: RTN).

"We're very excited to add Oakley's capabilities to our own portfolio," said Michael Keebaugh, president of Raytheon Intelligence and Information Systems, in a news release.

"We believe that Oakley's portfolio of products and technology, combined with Raytheon's software systems integration expertise, will allow us to provide the robust information security solutions our customers needs."

Oakley develops cyber-security technology from its Salt Lake City headquarters. Raytheon, based in Waltham, Mass., develops technologies in defense, homeland security and other government markets.

Spherion to buy Todays Staffing

Elsewhere in merger news, Spherion agreed to buy Todays Staffing from CDI Corp. in a $40 million cash transaction.

Todays is a staffing and recruiting company focused on clerical jobs. Spherion, based in Fort Lauderdale, Fla., is a recruiting and staffing company.

Shares of Spherion were down after the news, giving up 9.48%, or 90 cents, by 11:06 a.m. ET. By 2:40 p.m. ET, the stock was down 14.65%, or $1.39. The stock closed the day down 14.44%, or $1.37, at $8.12 (NYSE: SFN).

Spherion said in a statement released Thursday the acquisition should be accretive in 2008. The acquisition is set to close at the end of 2007.

"Todays Staffing is a company known for consistently providing the highest quality service to its customers, similar to our philosophy at Spherion," said Spherion CEO Roy Krause in a news release.

"Its brand recognition and focus on small- and mid-size accounts will strengthen and accelerate the expansion of our retail offerings. The strategies of the two organizations are very complementary and we are extremely pleased to have the Todays Staffing team join our organization."

Celera to buy Atria

Finally, Celera, an Applera Corp. business, agreed to buy almost all of the assets of San Francisco-based Atria Genetics, Inc. for $33 million in cash.

Shares of Celera ended the day down 44 cents, or 3.15%, to close at $13.54 (NYSE: CRA).

"This acquisition gives us direct access to this important niche market area of tissue typing in transplantation and the bone marrow registry markets," said Kathy Ordonez, Celera's president, in a news release.

"Importantly, this is expected to contribute to Celera's objective of providing high-margin products with accretive value in a market that is complementary to ours. Additionally, this acquisition has a strong strategic fit enabling our horizontal expansion as we look to exploit the potential for this product line in next-generation sequencing."

Based in Rockville, Md., Celera is a molecular diagnostics company. Atria is a private company that develops a line of human leukocyte antigen testing products used to identify potential donors for bone marrow transplantation.

Celera said in a statement that it expects the merger to be accretive to earnings in the second half of 2008.

"We're excited about the opportunity to integrate Celera's molecular expertise with our success in HLA testing," said Peter Krausa, president of Atria, in a statement.

"Celera brings added expertise and resources that will help us expand and accelerate the development of new products and services for the immunogenetics and autoimmunity fields."

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