Merger Arbitrage Mondays: Aug. 8, 2011

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Includes: AMAG, BBBB, COB, CPLP, EGBN, EM, ESRX, GNET-OLD, LFL, LVLT, PAET, PAY, SONE, WIN
by: Asif Suria

Merger activity remained steady last week with three new deals announced and one closing. The recent drop in equity markets around the world did not spare stocks that are on our list of pending mergers. Spreads of several deals widened and I used the opportunity to start a position in education software company Blackboard (NASDAQ:BBBB) as the all cash deal had a spread of over 7% or 18% annualized on Friday. The spread narrowed by the end of the trading day but still remains at 5.39%.

It will be interesting to watch the markets over the coming weeks (Dow futures point to a 267 point drop as I write this on Sunday night) and I may put more capital to work in some mergers with the understanding that a prolonged bear market will also mean more deals will fall apart than we have seen in the last couple of years.

You can find all the active deals listed below in our Merger Arbitrage Tool that automatically updates itself during market hours.

Deal Statistics:

Total Number of Deals Closed in 2011 132
Total Number of Deals Not Completed in 2011 1
Total Number of Pending Deals
Cash Deals 38
Stock Deals 24
Stock & Cash Deals 11
Total Number of Pending Deals 73
Click to enlarge

New Deals:

  1. The acquisition PAETEC Holding (NASDAQ:PAET) by Windstream Corporation (NASDAQ:WIN) in an all stock deal for $2.3 billion, where PAETEC shareholders will receive 0.460 shares of Windstream common stock for each PAETEC share owned.
  2. The acquisition of Global Traffic Network (GNET-OLD) by an affiliate of GTCR for $266 million or $14.00 per share in cash.
  3. The acquisition of Emdeon (NYSE:EM) by Blackstone for $3 billion or $19.00 per share in cash.

Closed Deals:

  1. The acquisition of Hypercom Corporation by Verifone Systems (NYSE:PAY) on August 04, 2011

Top 10 deals with largest spreads:

Symbol Announced
Date
Acquiring
Company
Closing
Price
Last
Price
Closing
Date
Profit Annualized
Profit
GRAN 04/27/2011 FNB United Corp (FNBN) $1.35 $0.775 09/30/2011 74.19% 510.96%
CRU 05/05/2011 Capital Product Partners L.P. (NASDAQ:CPLP) $12.23 $8.33 09/30/2011 46.82% 322.46%
FNDT 06/27/2011 S1 Corporation (NASDAQ:SONE) $25.16 $17.75 12/31/2011 41.75% 105.09%
HRBN 06/20/2011 Tech Full Electric Company Limited (N/A) $24.00 $17.21 12/31/2011 39.45% 99.31%
TAM 01/19/2011 LAN Airlines S.A. (NYSE:LFL) $22.03 $16.84 12/31/2011 30.83% 77.61%
MHS 07/21/2011 Express Scripts, Inc. (NASDAQ:ESRX) $68.95 $55.48 06/30/2012 24.28% 27.10%
ALTH 07/20/2011 Amag Pharmaceuticals (NASDAQ:AMAG) $2.03 $1.75 12/31/2011 15.89% 40.01%
CSR 04/20/2011 Rightmark Holdings Limited (N/A) $6.50 $5.67 09/30/2011 14.64% 100.81%
GLBC 04/11/2011 Level 3 Communications (NASDAQ:LVLT) $34.24 $30.63 12/31/2011 11.79% 29.67%
ABVA 07/27/2011 Eagle Bancorp, Inc. (NASDAQ:EGBN) $5.69 $5.10 12/31/2011 11.48% 28.90%
Click to enlarge

List of all pending deals:

Symbol Announced
Date
Acquiring

Company

Deal
Type
Closing
Value
Closing

Price

Last
Price
Volume Closing
Date
Profit Annu.
Profit
GRAN 04/27/2011 FNB United Corp (FNBN) All Stock N/A $1.35 $0.775 19,468 09/30/2011

74.19%

510.96%
Details of Bank of Granite corporation

Expected to close in the third quarter of 2011 in an all-stock deal. Upon completion of the merger, Bank of Granite shareholders will receive 3.375 shares of FNB's common stock in exchange for each share of Bank of Granite common stock they own.

As part of this transaction, The Carlyle Group and Oak Hill Capital Partners have each entered into definitive agreements with FNB United to invest $77.5 million in the common stock of FNB United subject to the conditions set forth in the agreements as part of a $310 million private placement of FNB United’s common stock.

The Carlyle Group and Oak Hill Capital Partners will each receive approximately 484 million shares of common stock at the closing not to exceed 24.9% of the then-outstanding shares of common stock, valued at $0.16 a share.

CRU 05/05/2011 Capital Product Partners L.P. (CPLP) All Stock $281.3 million $12.23 $8.33 485,767 09/30/2011 46.82% 322.46%
Details of Crude Carriers Corp.

Expected to close in the third quarter of 2011 for a closing value of $281.3 million in an all-stock deal. Upon comlpletion of the merger, Crude Carriers shareholders will receive 1.56 CPLP common units for each Crude Carriers share.

FNDT 06/27/2011 S1 Corporation (SONE) All Stock $700 million $25.16 $17.75 28,321 12/31/2011 41.75% 105.09%
Details of Fundtech Ltd.

Expected to close in the fourth quarter of 2011 for a closing value of $700 million in an all stock deal, where Fundtech shareholders will receive 2.72 shares of S1 common stock for each Fundtech ordinary share they own.

Update August 2, 2011: SONE received a $540 million buyout offer from ACI Worldwide (NASDAQ:ACIW), which was rejected by the SONE board in favor of the Fundtech deal.

HRBN 06/20/2011 Tech Full Electric Company Limited (N/A) All Cash N/A $24.00 $17.21 1,701,868 12/31/2011 39.45% 99.31%
Details of Harbin Electric

Expected to close in the fourth quarter of 2011. Upon completion of the merger, Harbin Electric shareholders will receive $24.00 per share in cash.

TAM 01/19/2011 LAN Airlines S.A. (LFL) All Stock N/A $22.03 $16.84 2,062,666 12/31/2011 30.83% 77.61%
Details of TAM S.A.

Completion of this transaction is expected to take between six to nine months. On the completion of merger TAM shareholders will receive 0.90 shares in LAN for each TAM share they hold. Shares of LAN Airlines SA of Chile and Brazilian carrier TAM SA fell sharply Monday, January 31, 2011, as investors reacted to the Chilean antitrust court's move late Friday to suspend their proposed merger.

Update March 18, 2011: Chile's LAN Airlines (LFL) said a regulatory investigation into complaints about the merger could take between six to 9=nine months and the merger will most likely not complete before the fourth quarter. We have updated the closing date to 12/31/2011.

MHS 07/21/2011 Express Scripts, Inc. (ESRX) Cash Plus Stock $29.1 billion $68.95 $55.48 10,667,313 06/30/2012 24.28% 27.10%
Details of Medco Health Solutions

Expected to close in the first half of 2012 for a closing value of $29.1 billion. Upon completion of the merger, Medco shareholders will receive $28.80 in cash and 0.81 shares for each Medco share they own.

ALTH 07/20/2011 Amag Pharmaceuticals (AMAG) All Stock $686 million $2.03 $1.75 2,861,714 12/31/2011 15.89% 40.01%
Details of Allos Therapeutics

Expected to close in the fourth quarter of 2011 for a closing value of $686 million in an all stock deal. Upon completion of the merger, Allos stockholders will receive a fixed ratio of 0.1282 shares of AMAG common stock for each share of Allos common stock they own.

CSR 04/20/2011 Rightmark Holdings Limited (N/A) All Cash $583.2 million $6.50 $5.67 1,435,119 09/30/2011 14.64% 100.81%
Details of China Security & Surveillance Technology, Inc.

Expected to close before the end of the third quarter for a closing value of $583.2 million. Upon completion of the merger, China Security & Surveillance Technology shareholders will receive $6.50 per share in cash.

GLBC 04/11/2011 Level 3 Communications (LVLT) All Stock $3.00 billion $34.24 $30.63 407,216 12/31/2011 11.79% 29.67%
Details of Global Crossing Limited

Expected to close before the end of the year for a closing value of $3 billion. Upon completion of the merger, Global Crossing shareholders will receive 16 shares of Level 3 common stock for each share of Global Crossing common stock or preferred stock that is owned at closing.

ABVA 07/27/2011 Eagle Bancorp, Inc. (EGBN) All Stock $31.2 million $5.69 $5.10 10,459 12/31/2011 11.48% 28.90%
Details of Alliance Bankshares Corporation

Expected to close in the fourth quarter of 2011 for a closing value of $31.2 million in an all stock deal. Upon completion of the merger, Alliance shareholders will receive 0.4317 shares (the “Conversion Ratio”) of Eagle common stock for each share of Alliance common stock subject to adjustment based upon certain factors set forth in the Agreement.

I have analyzed some complex deals in the past but the lengthy list of factors that could affect the conversion ratio of this deal takes the cake. It is therefore not surprising that the spread on the deal is so large. You can find additional information about the adjustment to the “conversion ratio” in this 8-K form filed with the SEC.

CFSG 05/20/2011 Bain Capital Partners (N/A) All Cash $265.5 million $9.00 $8.14 54,466 11/15/2011

10.57%

38.95%
Details of China Fire & Security Group, Inc.

Expected to close by November 15, 2011 for a closing value of $265.5 million. Upon completion of the merger, China Fire and Security Group shareholders will receive $9.00 per share in cash.

OXPS 03/21/2011 Charles Schwab Corp. (NYSE:SCHW) All Stock $1 billion $14.84 $13.78 1,341,913 09/30/2011 7.70% 53.03%
Details of optionsXpress Holdings

Expected to close in the third quarter of 2011 for a closing value of $1 billion in an all-stock deal. Upon completion of the merger, optionsXpress stockholders will receive 1.02 shares of Schwab stock for each share of optionsXpress stock.

VSEA 05/04/2011 Applied Materials Inc. (NASDAQ:AMAT) All Cash $4.9 billion $63.00 $58.51 4,299,791 09/30/2011 7.67% 52.85%
Details of Varian Semiconductor Equipment Associates Inc.

Expected to close in the third quarter of 2011 for a closing value of $4.9 billion. Upon completion of the merger, Varian shareholders will receive $63 in cash for each share of Varian stock they hold.

The closing of the acquisition is subject to customary conditions, including approval by Varian's shareholders and review by U.S. and international regulators.

ENP 07/11/2011 Vanguard Natural Resources (NYSE:VNR) All Stock $545 million $20.39 $19.00 475,432 12/31/2011 7.33% 18.45%
Details of Encore Energy Partners

Expected to close by the end of the year for a closing value of $545 million in an all stock deal, where Encore's public unitholders would receive 0.75 Vanguard common units in exchange for each Encore common unit they own.

CEG 04/28/2011 Exelon Corporation (NYSE:EXC) All Stock $7.9 billion $39.04 $36.40 3,955,547 01/31/2012 7.26% 15.05%
Details of Constellation Energy Group

Expected to close in early 2012 for a closing value of $7.9 billion in an all-stock deal. Upon completion of the merger, Constellation shareholders will receive 0.93 shares of Exelon for each Constellation share.

PAET 08/01/2011 Windstream Corp. (WIN) All Stock $2.3 billion $5.34 $4.98 4,458,175 01/31/2012

7.15%

14.83%
Details of PAETEC Holding Corp.

Expected to close in the next six months for a closing value of $2.3 billion in an all stock deal. Upon completion of the merger, PAETEC shareholders will receive 0.460 shares of Windstream common stock for each PAETEC share owned.

KCI 07/13/2011 Consortium of Funds (N/A) All Cash $6.3 billion $68.50 $64.33 2,104,165 12/31/2011

6.48%

16.32%
Details of Kinetic Concepts, Inc.

Expected to close in the second half of 2011 in an all cash deal. Upon completion of the merger, Kinetic Concepts shareholders will receive $68.50 per share.

DEP 02/23/2011 Enterprise Products Partners (NYSE:EPD) All Stock N/A $42.22 $39.87 188,111 09/30/2011 5.89% 40.56%
Details of Duncan Energy Partners

Upon completion of the merger, Duncan Energy Partners shareholders will receive 0.9545 Enterprise common units for each issued and outstanding publicly-held Duncan Energy Partners common unit.

Update(s)

April 29, 2011: Enterprise Products Partners L.P. and Duncan Energy Partners L.P. Announce Merger Agreement

HNB 06/02/2011 BankUnited Inc. (NYSE:BKU) Cash Plus Stock $71.4 million $3.79 $3.59 1,580 12/31/2011 5.44% 13.70%
Details of Herald National Bank

Expected to close in the fourth quarter of 2011 for a closing value of $71.4 million. Upon completion of the merger, Herald National Bank shareholders will receive either cash or BankUnited common stock with a value of $1.35 in cash and 0.099 shares of BankUnited common stock, subject to proration.

BBBB 07/01/2011 Providence Equity Partners (N/A) All Cash $1.64 billion $45.00 $42.70 3,563,598 12/31/2011

5.39%

13.56%
Details of Blackboard Inc.

Expected to close in the fourth quarter of 2011 for a closing value of $1.64 billion. Upon completion of the merger, Blackboard's shareholders will receive $45.00 per share in cash.

ZRAN 02/21/2011 CSR PLC (CSR.L) Cash Plus Stock $484 million $8.62 $8.26 455,785 09/30/2011 4.33% 29.83%
Details of Zoran Corporation

Expected to close in the third quarter of 2011 for a closing value of $679 million. Upon completion of the merger, Zoran shareholders will receive ADRs equivalent to 1.85 shares of CSR common stock per Zoran share held.

Update(s):

March 01, 2011: Zoran Corporation (ZRAN) issued an open letter to its stockholders.

June 17, 2011: CSR agreed to reduced price of $484 million to buy Zoran Corporation. Under the Revised Terms, Zoran shareholders will receive US$6.26 in cash and 0.589 ordinary shares of CSR in the form of American Depositary Shares (each an “ADS”, and each ADS representing four ordinary shares) for each share of Zoran common stock held.

EM 08/04/2011 Blackstone (N/A) All Cash $3 billion $19.00 $18.25 263,881 12/31/2011

4.11%

10.34%
Details of Emdeon Inc.

Expected to close in the second half of 2011 for a closing value of $3 billion. Upon completion of the merger, Emdeon's shareholders will receive $19.00 per share in cash.

PVSA 06/15/2011 F.N.B. Corporation (NYSE:FNB) All Stock $130 million $20.28 $19.53 8,570 12/31/2011 3.83% 9.63%
Details of Parkvale Financial Corporation

Expected to close in the fourth quarter of 2011 for a closing value of $130 million in an all stock deal. Upon completion of the merger, Parkvale Financial Corporation's shareholders will receive 2.178 shares of F.N.B. Corporation common stock for each share of Parkvale Financial Corporation stock.

BLUD 07/05/2011 TPG Capital (N/A) All Cash $1.973 billion $27.00 $26.04 6,570,406 12/31/2011 3.69% 9.28%
Details of Immucor, Inc.

Expected to close in the second half of 2011 for a closing value of $1.973 billion. Upon completion of the merger, Immucor shareholders will receive $27.00 per share in cash.

FTLK 05/31/2011 Fortress Group Limited (N/A) All Cash $443 million $7.20 $6.95 119,258 09/30/2011 3.60% 24.77%
Details of Funtalk China Holdings Limited

Expected to close in the third quarter of 2011 for a closing value of $443 million. Upon completion of the merger, Funtalk China Holdings shareholders will receive $7.20 per share in cash.

BJ 06/29/2011 affiliates of Leonard Green & Partners (N/A) All Cash $2.8 billion $51.25 $49.54 4,679,088 12/31/2011 3.45% 8.69%
Details of BJ's Wholesale club

Expected to close in the fourth quarter of 2011 for a closing value of $2.8 billion. Upon completion of the merger, BJ's Wholesale Club's shareholders will receive $51.25 per share in cash.

CNU 06/27/2011 Metropolitan Health Networks (MDF) Cash Plus Stock $416 million $6.46 $6.25 1,356,427 09/30/2011 3.30% 22.72%
Details of Continucare Corp

Expected to close in the third calendar quarter of 2011 for a closing value of $416 million in a cash plus stock deal, where shareholders of Continucare will receive $6.25 per share in cash, and 0.0414 of a share of Metropolitan common stock f0r each share of Continucare common stock. The exact value of the consideration per share will depend on Metropolitan’s share price at closing. Metropolitan expects to issue approximately 2.7 million shares in connection with the transaction.

CEPH 05/02/2011 Teva Pharmaceutical Industries Ltd. (NASDAQ:TEVA) All Cash $6.8 billion $81.50 $78.90 7,769,450 09/30/2011 3.30% 22.69%
Details of Cephalon Inc.

Expected to close in the third quarter of 2011 for a closing value of $6.8 billion. Upon completion of the merger, Cephalon's shareholders will receive $81.50 per share in cash.

NSTC 06/10/2011 affiliate of Citi Venture Capital International (CVCI) (N/A) All Cash $307 million $7.75 $7.51 593,729 10/31/2011 3.20% 13.89%
Details of Ness Technologies

Expected to close in the next three to six months for a closing value of $307 million. Upon completion of the merger, Ness Technologies shareholders will receive $7.75 per share in cash.

AHCI 07/29/2011 Saga Group Limited (N/A) All Cash $175 million $3.90 $3.78 1,101,387 12/31/2011 3.17% 7.99%
Details of Allied Healthcare International Inc.

Expected to close in the fourth calendar quarter of 2011 for a closing value of $175 million. Upon completion of the merger, Allied Healthcare International's shareholders will receive $3.90 per share in cash.

TGE 03/21/2011 Dawson Geophysical Company (NASDAQ:DWSN) All Stock $157 million $6.66 $6.46 89,829 08/15/2011 3.05% 159.08%
Details of TGC Industries

Expected to close by late second quarter or early third quarter of 2011 for a closing value of $157 million in an all-stock deal.

Pursuant to the terms of the merger agreement, at the effective time of the merger, TGC shareholders will receive 0.188 shares of Dawson stock for every one share of TGC stock, provided that the average of the volume weighted average price of Dawson common stock on the Nasdaq during the 10 consecutive trading days ending on the second business day prior to the date of the shareholders’ meetings of Dawson and TGC to be called for the purpose of approving the transaction is equal to or greater than $32.54 but less than or equal to $52.54. In the event that the average of the volume weighted average price of Dawson’s common stock is outside of that range, then the parties, at their respective option, shall be entitled to terminate the transaction following good faith negotiations to determine a modified, mutually acceptable exchange ratio.

SMOD 04/26/2011 Silver Lake Partners and Silver Lake Sumeru (N/A) All Cash $645 million $9.25 $9.00 1,771,839 09/30/2011

2.78%

19.13%
Details of SMART Modular Technologies

Expected to close in the third calendar quarter of 2011 for a closing value of $645 million. Upon completion of the merger, SMART Modular Technologies shareholders will receive $9.25 per share in cash.

PNNW 11/12/2010 City of Nashua (N/A) All Cash $138 million $29.00 $28.24 34,961 09/30/2011

2.69%

18.53%
Details of Pennichuk Corporation
Expected to close in the third quarter of 2011 for a closing value of $138 million. On the completion of the merger, Pennichuck shareholders will receive $29.00 per share in cash.
CONM 07/12/2011 Ayelet Investments (N/A) All Cash $57.2 million $3.85 $3.75 52,970 09/30/2011

2.67%

18.36%
Details of Conmed Healthcare Management

Expected to close in the third quarter of 2011 for a closing value of $57.2 million. Upon completion of the merger, Conmed Healthcare Management's shareholders will receive $3.85 per share in cash.

ORCH 04/06/2011 Laboratory Corporation of America Holdings (NYSE:LH) All Cash $85.4 million $2.80 $2.74 66,723 07/31/2011 2.19% 0.00%
Details of Orchid Cellmark

Expected to close in the second quarter of 2011 for a closing value of $85.4 million. Upon completion of the merger, Orchid Cellmark shareholders will receive $2.80 per share in cash.

LOOP 04/27/2011 CoStar Group (NASDAQ:CSGP) Cash Plus Stock $860 million $18.57 $18.23 243,801 12/31/2011 1.87% 4.72%
Details of LoopNet

Expected to close by the end of the year in a cash plus stock deal. Upon completion of the merger, LoopNet shareholders will receive $16.50 in cash and 0.03702 shares of CoStar Group common stock per share held.

NSM 04/05/2011 Texas Instruments Incorporated (NYSE:TXN) All Cash $6.5 billion $25.00 $24.55 21,302,524 01/31/2012 1.83% 3.80%
Details of National Semiconductor Corporation

Expected to close in six to nine months for $6.5 billion. On the completion of the merger, National Semiconductor shareholders will receive $25.00 per share in cash.

HK 07/15/2011 BHP Billiton (NYSE:BHP) All Cash $15.1 billion $38.75 $38.14 20,301,880 09/30/2011 1.60% 11.01%
Details of Petrohawk Energy

Expected to close by the third quarter of 2011 for a closing value of $12.1 billion ($15.1 billion enterprise value after the assumption of debt). Upon completion of the merger Petrohawk Energy shareholders will receive $38.75 per share in cash.

SERV 06/27/2011 Scientific Conservation (N/A) All Cash $13 million $3.50 $3.45 8,000 10/31/2011 1.45% 6.30%
Details of Servidyne Inc.

Expected to close in Servidyne’s second fiscal quarter ending October 31, 2011 for a closing value of $13 million. Upon completion of the merger, Servidyne's shareholders will receive $3.50 per share in cash.

APAC 07/07/2011 One Equity Partners (N/A) All Cash $470 million $8.55 $8.45 474,613 12/31/2011 1.18% 2.98%
Details of APAC Customer Services Inc.

Expected to close in the fourth quarter of 2011 for a closing value of $470 million. Upon completion of the merger, APAC Customer Services shareholders will receive $8.55 per share in cash.

PGN 01/10/2011 Duke Energy Corporation (NYSE:DUK) All Stock $13.7 billion $47.34 $46.82 1,617,835 12/31/2011

1.11%

2.79%
Details of Progress Energy Inc.
Progress Energy's shareholders will receive 2.6125 shares of common stock of Duke Energy in exchange for each share of Progress Energy common stock. Based on Duke Energy's closing share price on Jan. 7, 2011, Progress Energy shareholders would receive a value of $46.48 per share, or $13.7 billion in total equity value.
NLCI 05/18/2011 Leeds Equity Partners (N/A) All Cash $149 million $11.75 $11.63 17,979 11/30/2011

1.03%

3.30%
Details of Nobel Learning Communities Inc.

Expected to close within the next six months for a closing value of $149 million. Upon completion of the merger, Nobel Learning Communities shareholders will receive $11.75 per share in cash.

ABBC 01/26/2011 Susquehanna Bancshares, Inc. (NASDAQ:SUSQ) All Stock $273 million $8.98 $8.89 46,846 09/30/2011 0.97% 6.66%
Details of Abington Bancorp Inc.

Expected to close in third quarter of 2011 for $273 million. Under terms of the agreement, Abington shareholders will receive 1.32 shares of Susquehanna common stock for each share of Abington common stock on the completion of merger.

NST 10/18/2010 Northeast Utilities (NU) All Stock $4.17 billion $42.30 $41.90 531,992 09/30/2011 0.95% 6.56%
Details of NSTAR

Expected to close in the third quarter of 2011 for a closing value of $4.17 billion. On the completion of the merger, NSTAR shareholders will receive 1.312 Northeast Utilities common shares for each NSTAR held.

SFN 07/21/2011 Randstad Holding (N/A) All Cash $770 million $14.00 $13.88 3,612,376 09/30/2011 0.86% 5.95%
Details of SFN Group, Inc.

Expected to close late in the third quarter of 2011 for a closing value of $770 million. Upon completion of the merger, SFN Group shareholders will receive $14.00 per share in cash.

FPIC 05/24/2011 The Doctors Company (N/A) All Cash $362 million $42.00 $41.66 45,640 12/31/2011 0.82% 2.05%
Details of FPIC Insurance Group Inc.

Expected to close in the fourth quarter of 2011 for a closing value of $362 million. Upon completion of the merger, FPIC Group shareholders will receive $42.00 per share in cash.

RADS 07/11/2011 NCR Corporation (NYSE:NCR) All Cash $1.2 billion $28.00 $27.80 2,562,862 09/30/2011 0.72% 4.95%
Details of Radiant Systems Inc.

Expected to close in the third quarter of 2011 for a closing value of $1.2 billion. Upon completion of the merger, Radiant System's shareholders will receive $28.00 per share in cash.

CV 07/12/2011 Gaz metro Limited Partnership (N/A) All Cash $702 million $35.25 $35.00 157,609 12/31/2011 0.71% 1.80%
Details of Central Vermont Public Service Corp.

On July 12, 2011, Central Vermont Public Services terminated its agreement with Fortis after deeming “superior” the offer from Gaz Métro.

Expected to close in six to 12 months for a closing value of $702 million. Upon completion of the merger, Central Vermont Public Services shareholders will receive $35.25 per share in cash.

TBL 06/13/2011 VF Corp (NYSE:VFC) All Cash $2 billion $43.00 $42.73 5,274,349 09/30/2011 0.63% 4.35%
Details of Timberland

Expected to close in the third quarter of 2011 for a closing value of $2 billion. Upon completion of the merger, Timberland's shareholders will receive $43.00 per share in cash.

ARJ 07/11/2011 Lonza Group Ltd (N/A) All Cash $1.4 billion $47.20 $46.92 533,793 12/31/2011

0.60%

1.50%
Details of Arch Chemicals Inc.

Expected to close later in 2011 for a closing value of $1.4 billion. Upon completion of the merger, Arch Chemicals shareholders will receive $47.20 per share in cash.

AMN 07/05/2011 National Oilwell Varco, Inc. (NYSE:NOV) All Cash $772 million $85.00 $84.50 453,467 12/31/2011 0.59% 1.49%
Details of Ameron International Corporation

Expected to close as early as the fouth quarter of 2011 for a closing value of $772 million. Upon completion of the merger, Ameron International shareholders will receive $85.00 per share in cash.

LZ 03/14/2011 Berkshire Hathaway (N/A) All Cash $9.7 billion $135.00 $134.25 4,386,111 09/30/2011 0.56% 3.85%
Details of Lubrizol Corporation

Expected to close in the third quarter of 2011 for a closing value of $9.7 billion. Upon completion of the merger, Lubrizol Corporation shareholders will receive $135 per share in cash.

GRM 06/17/2011 Reynolds Group Holdings (N/A) All Cash $4.5 billion $25.50 $25.36 1,153,929 12/31/2011 0.55% 1.39%
Details of Graham Packaging Company

On June 17, 2011, Graham Packaging Company terminated its merger agreement with Silgan Holdings (NASDAQ:SLGN) and agreed to be acquired by Reynolds Group Holdings. The deal is expected to close in the second half of this year for a closing value of $4.5 billion. Upon completion of the merger, Graham Packaging Company's shareholders will receive $25.50 per share in cash. The deal is expected to close in the second half of this year.

GNET-OLD 08/03/2011 affiliate of GTCR (N/A) All Cash $266 million $14.00 $13.96 386,737 12/31/2011 0.29% 0.72%
Details of Global Traffic Network Inc.

Expected to close in the fourth quarter of 2011 for a closing value of $266 million. Upon completion of the merger, Global Traffic Network's shareholders will receive $14.00 per share in cash.

GRB 06/13/2011 Vector Capital (N/A) All Cash $281.8 million $11.00 $10.97 442,623 11/15/2011 0.27% 1.01%
Details of Gerber Scientific

Expected to close in the second half of calendar 2011 for a closing value of $281.8 million. Upon completion of the merger, Gerber Scientific's shareholders will receive $11.00 per share in cash.

Shareholders will also receive a non-transferable right to receive contingent cash payments at future times, if recoveries are made pursuant to certain litigation claims in respect of U.S. Patent 5,537,135 (a computerized “print to cut” technology patent).

ELMG 06/13/2011 Honeywell International (NYSE:HON) All Cash $491 million $33.00 $32.93 395,457 09/30/2011 0.21% 1.46%
Details of EMS Technologies Inc.

Expected to close in the third quarter of 2011 for a closing value of $491 million. Upon completion of the merger, EMS Technologies shareholders will receive $33.00 per share in cash.

TLVT 06/01/2011 Schneider Electric (N/A) All Cash $2.02 billion $40.00 $39.92 228,021 09/30/2011 0.20% 1.38%
Details of Telvent Git S.A.

Expected to close in the third quarter of 2011 for a closing value of $2.02 billion. Upon completion of the merger, Telvent's shareholders will receive $40.00 per share in cash.

ICGN 07/20/2011 Pfizer Inc. (NYSE:PFE) All Cash $56 million $6.00 $5.99 568,029 12/31/2011 0.17% 0.42%
Details of ICAgen Inc.

Expected to close before the end of the year for a closing value of $56 million. Upon completion of the merger, Icagen shareholders will receive $6.00 per share in cash.

NLC 07/20/2011 Ecolab Inc. (NYSE:ECL) All Stock $5.4 billion $33.47 $33.43 5,518,769 12/31/2011 0.12% 0.30%
Details of Nalco Holdings Co.

Expected to close in the fourth quarter of 2011 for a closing value of $5.4 billion. Upon completion of the merger, Nalco’s shareholders may elect to receive either 0.7005 share of Ecolab common stock per share of Nalco common stock or $38.80 in cash, without interest, per share of Nalco common stock. The overall mix of consideration paid to Nalco shareholders will be approximately 30% cash and 70% stock.

DPL 04/19/2011 AES Corporation (NYSE:AES) All Cash $4.7 billion $30.00 $30.16 1,245,626 01/31/2012 -0.53% -1.10%
Details of DPL Inc.

Expected to close in six to nine months for a closing value of $4.7 billion. Upon completion of the merger, DPL Inc. shareholders will receive $30.00 per share in cash.

GAS 12/07/2010 AGL Resources Inc. (AGL) Cash Plus Stock $2.4 billion $53.23 $53.99 475,296 09/30/2011 -1.41% -9.72%
Details of Nicor Inc.

Expected to close in the third quarter of 2011 for a closing value of $2.4 billion. On the completion of the merger, Nicor shareholders will receive $21.20 in cash and 0.8382 of an AGL Resources share for each Nicor share held.

TRH 06/12/2011 Allied World Assurance Company Holdings (NYSE:AWH) All Stock $3.2 billion $44.22 $45.24 1,218,326 12/31/2011 -2.25% -5.68%
Details of Transatlantic Holdings Inc.

Expected to close in the fourth quarter of 2011 for a closing value of $3.2 billion in an all stock deal. Upon completion of the merger, Transatlantic Holdings shareholders will receive 0.88 of Allied share for each Transatlantic share to form TransAllied Group Holdings AG.

Update(s)

July 13, 2011: Transatlantic Holdings said that it received an unsolicited buyout offer from Validus Holdings, a month after Transatlantic announced a planned merger with Allied World Assurance Co.

TOBC 06/20/2011 Susquehanna Bancshares (SUSQ) All Stock $343 million $23.59 $24.17 74,739 03/31/2012 -2.39% -3.69%
Details of Tower Bancorp

Expected to close in the first quarter of 2012 for a closing value of $343 million in a cash or stock transaction, where Tower Bancorp shareholders will receive either 3.4696 shares of Susquehanna Bancshares common stock or $28.00 in cash per share held with $88 million of the aggregate consideration being paid in cash. Since a majority of the consideration will be paid out as stock, we have classified this deal as an all stock deal in our Merger Arbitrage Tool.

STBC 04/28/2011 Valley National Bancorp (NYSE:VLY) All Stock $222 million $12.15 $12.45 34,802 10/31/2011 -2.41% -10.47%
Details of State Bancorp Inc.

Expected to close early in the fourth quarter of 2011 for a closing value of $222 million in an all-stock deal. Upon completion of the merger, State Bancorp shareholders will receive 1 share of Valley National Bancorp common stock per State Bancorp share held.

CLFC 12/09/2010 Nara Bancorp Inc. (NARA) All Stock $285.7 million $5.81 $6.01 109,077 09/30/2011 -3.26% -22.46%
Details of Center Financial Corporation
Expected to close in the third quarter of 2011 for a closing value of $285.7 million. On the completion of the merger, Center Financial shareholders will receive 0.7804 of a share of Nara Bancorp common stock in exchange for each share of Center Financial common stock held.
AATI 05/26/2011 Skyworks Solutions, Inc. (NASDAQ:SWKS) Cash Plus Stock $258.6 million $5.73 $6.02 427,620 09/30/2011 -4.74% -32.63%
Details of Advanced Analogic Technologies, Inc.

Expected to close in the third quarter of 2011 for a closing value of $258.6 million in an all stock deal. Upon completion of the merger, Advanced Analogic Technologies shareholders will receive $3.68 in cash and 0.08725 of Skyworks Solutions common stock for each Advanced Analogic Technologies share held.

The stock component of the price has a nominal value of $2.45 for a total value of $6.13. The cash portion will be adjusted higher or reduced at closing based on the stock portion to maintain a total value of $6.13. So for all practical purposes this could be considered an all cash deal.

BARI 04/20/2011 Brookline Bancorp (NASDAQ:BRKL) Cash Plus Stock $234 million $39.46 $43.31 6,186 12/31/2011 -8.90% -22.40%
Details of Bancorp Rhode Island, Inc.

Expected to close by the end of the year for a closing value of $234 million. Upon completion of the merger, Bancorp Rhode Island shareholders will receive either $48.25 in cash, or 4.686 shares of Brookline Bancorp common stock or a combination thereof, with total cash consideration of approximately $121 million and total stock consideration of approximately 11.0 million shares of Brookline Bancorp common stock.

Elections will be subject to allocation procedures that are intended to ensure that approximately 50% of the outstanding shares of Bancorp Rhode Island common stock will be converted into Brookline Bancorp common stock.

To stay on the conservative side we are treating this transaction as an all stock deal in our Merger Arbitrage tool.

SUG 06/16/2011 Energy Transfer Equity (NYSE:ETE) All Stock $8.9 billion $33.32 $40.59 4,742,597 03/31/2012 -17.91% -27.70%
Details of Southern Union Company

Expected to close in the first quarter of 2012 for a closing value of $7.9 billion. Upon completion of the merger, Southern Union Company's shareholders will receive $33.00 per share in series B units of ELMG. These series B units are expected to list on the NYSE and will have an annualized distribution yield of 8.25%. ETE has the option to redeem the Series B Units at any time after the closing of the transaction.

Update(s)

June 24, 2011: Southern Union Company received a proposal by The Williams Companies, Inc. to acquire all of the outstanding shares of Southern Union for $39.00 per share in cash.

July 05, 2011: Energy Transfer Equity, L.P. and Southern Union Company announced that they have entered into an amended and restated merger agreement under which ETE will acquire SUG for $8.9 billion, including $5.1 billion in cash and ETE common units.

Under the terms of the revised agreement, which has been unanimously approved by the boards of directors of both companies, SUG shareholders can elect to exchange their common shares for $40.00 of cash or 0.903 ETE common units. The maximum cash component is 60% of the aggregate consideration and the common unit component can fluctuate between 40% and 50%. Elections in excess of either the cash or common unit limits will be subject to proration.

July 14, 2011: Southern Union Company confirmed receipt of a revised proposal by The Williams Companies, Inc. to acquire all of the outstanding shares of Southern Union for $44.00 per share in cash.

DTG 04/26/2010 Avis (NASDAQ:CAR) Cash Plus Stock $1.56 billion $54.63 $67.38 1,197,036 12/31/2011

-18.92%

-47.63%
Details of Dollar Thrifty Automotive Group

Details about the original Hertz offer with updates below: Expected to close by the end of the year for a value of $1.3 billion. The transaction values Dollar Thrifty stock at approximately $41.00 per share. the $41.00 per share purchase price is comprised of 80% cash consideration and 20% stock consideration. The cash portion will be paid in two components; (1) a $200 million special cash dividend representing approximately $6.88 per share, to be paid by Dollar Thrifty immediately prior to the transaction closing and (2) $25.92 per share to be paid by Hertz at the closing. The stock is at a fixed exchange ratio of 0.6366 per share, based upon a Hertz common stock closing price of $12.88 per share on April 23, 2010.

Revision on 09/13/2010: Hertz raised its offer for Dollar Thrifty Automotive Group Inc. to $50 a share, or about $1.56 billion, topping a proposal from Avis Budget Group Inc.

Update 10/1/2010: Dollar Thrifty shareholders rejected the Hertz deal. DTG has indicated its willingness to work with Avis' offer of nearly $53 per share ($45.79 in cash plus 0.6543 shares of Avis) but has asked the company to hold off on making a formal offer.

Update May 09, 2011: Hertz makes a new $2.24 billion bid for Dollar Thrifty that works out to $72/share.

OCNFD 07/26/2011 DryShips, Inc. (NASDAQ:DRYS) Cash Plus Stock $118 million $13.11 $16.95 66,217 12/31/2011 -22.67% -57.06%
Details of OceanFreight, Inc.

Expected to close in the fourth quarter of 2011 for a closing value of $118 million in a cash plus stock deal. Upon completion of the merger, Ocean Freight's shareholders will receive $11.25 in cash and 0.52326 of a share of common stock of Ocean Rig UDW Inc., a global provider of offshore ultra deepwater drilling services that is 78% owned by DryShips. Ocean Rig shares will be listed on the Nasdaq Global Select Market upon the closing of the merger.

NYX 02/15/2011 Deutsche Boerse (N/A) All Stock N/A $13.93 $28.00 6,982,336 12/31/2011 -50.26% -126.53%
Details of NYSE Euronext

Expected to close by the end of the year in an all stock deal. On the completion of the merger NYSE Euronext shareholders will receive 0.4700 of a share of Deutsche Boerse common stock per share held.

Update April 1, 2011: The Nasdaq (NASDAQ:NDAQ) and ICE have made a joint offer for NYSE Euronext that is worth $43 as of April 1, 2011.

ALKS 05/09/2011 Elan Corporation (OTC:ELAN) Cash Plus Stock $960 million N/A $16.43 1,157,958 09/30/2011 N/A N/A
Details of Alkermes Inc.

Expected to close in the third quarter of 2011 for a closing value of $960 million. Alkermes has agreed to merge with Elan Drug Technologies, the drug formulation and manufacturing business unit of Elan Corporation, in a $960 million cash plus stock deal that will lead to the creation of a new company called Alkermes plc incorporated in Ireland. Elan will receive $500 million in cash and 31.9 million shares of the new Alkermes plc common stock. Existing shareholders of Alkermes, Inc. will receive one ordinary share of Alkermes plc in exchange for each share of Alkermes, Inc. they own in a taxable transaction.

MDMD 06/16/2011 DG FastChannel (NASDAQ:DGIT) All Cash $517 million $22.00 $0.0000 N/A 09/30/2011 0.00% 0.00%
Details of MediaMind Technologies

Expected to close in the third quarter of 2011 for a closing enterprise value of $414 million. Upon completion of the merger, MediaMind's shareholders will receive $22.00 per share in cash.

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