EDO/ITT Merger: HSR Expiration November 8

According to EDO, the HSR notification for the EDO (EDO) / ITT (ITT) transaction was filed with the DOJ on October 10, which translates into a waiting period expiration date of November 8, 2007.

As discussed previously, the Department of Justice is expected to have virtually no interest in this combination, and this would probably be true even if some significant overlaps did exist. Since there appear to be absolutely no overlaps, early termination is a distinct possibility in this case. This could conceivably occur before the end of this week.

With respect to the first proxy, the document is completed and is expected to be filed within the next few days. The proxy review in this case is not expected to be terribly lengthy although it will be repeated that the SEC does usually slow down considerable during the fall/winter holiday periods.

This means that even if an SEC waiver is granted, the final proxy will probably not go out within 30 days of the original filing due to the first holiday break. Assuming the first proxy is filed by the first week of November, it is reasonable to expect a final proxy in the second week of December if the SEC does not pull the document for review. Under this scenario, the DO shareholder meeting and close could occur in roughly the second or third week of January 2008.

Naturally, if the SEC chooses to review the proxy, close will very likely be pushed into February of next year. This scenario is currently not expected for this transaction.

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