Merger Arbitrage Mondays: April 23, 2012

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 |  Includes: APO, BHLB, BLKB, CADC, CHSI, CMFB, CNVO, CRYP, CTBC, CTRX, DRJ, DTSI, DUK, EF, GRRF, KNOL, LFL, NCB, ONB, PARL, PERF, SASR, SCMF, SRSL, TMP, TUDO, VIST-OLD, VQ, WOLF, YOKU
by: Asif Suria

Merger activity increased last week with five new deals announced and two closing.

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 2012 46
Total Number of Pending Deals
Cash Deals 39
Stock Deals 10
Stock & Cash Deals 7
Total Number of Pending Deals 56
Total Deal Size $365.16 billion
Click to enlarge

New Deals:

  1. The acquisition of Dreams (NYSEMKT:DRJ) by Fanatics for $183 million or $3.45 per share in cash. I recollect reading a compelling article about Dreams last December when the stock was trading around $2.63 that mentioned Dr. Phillip Frost as a board member and a large shareholder. Those of you who also follow our Insider Weekends series of posts will recollect that numerous insider purchases of Opko Health (NYSE:OPK) and Ladenburg Thalmann (NYSEMKT:LTS) by Dr. Frost.
  2. The acquisition of The Edelman Financial Group (NASDAQ:EF) by Lee Equity Partners for $258 million or $8.85 per share in cash.
  3. The acquisition of SRS Labs (NASDAQ:SRSL) by DTS Inc. (NASDAQ:DTSI) for $148 million in a cash plus stock deal. Under the terms of the agreement, SRS Labs shareholders may elect to receive either $9.50 per share in cash or a fixed ratio of 0.31127 shares of DTS common stock for every share of SRS Labs common stock they own. In order to take a more conservative approach, we have internally classified the deal as an all stock transaction for now.
  4. The acquisition of Catalyst Health Solutions (NASDAQ:CHSI) by SXC Health Solutions (SXCI) in a cash plus stock deal for $4.4 billion. Under the terms of the agreement, Catalyst shareholders will receive $28.00 in cash and 0.6606 shares of SXC stock for each Catalyst share.
  5. The acquisition of Knology (NASDAQ:KNOL) by WOW Internet, Cable and Phone for $1.5 billion or $19.75 per share in cash.

Updated Deals:

  1. On April 15, 2012, Great Wolf Resorts (NASDAQ:WOLF) deemed KSL Capital's offer of $7.00 per share superior to Apollo Global Management's (NYSE:APO) offer.
  2. On April 18, 2012, Amaya Gaming Group extended its buyout offer for CryptoLogic (NASDAQ:CRYP) to May 2, 2012.
  3. On April 18, 2012, Blackbaud (NASDAQ:BLKB) extended its offer to acquire Convio (NASDAQ:CNVO) to May 2, 2012.

Closed Deals:

  1. The acquisition of China GrenTech (NASDAQ:GRRF) by Talenthome Management Limited on April 18, 2012.
  2. The acquisition of Parlux Fragrances (NASDAQ:PARL) by Perfumania Holdings (NASDAQ:PERF) on April 18, 2012.

Top 10 deals with largest spreads:

Symbol Announced

Date

Acquiring

Company

Closing

Price

Last

Price

Closing

Date

Profit Annualized

Profit

CADC 10/24/2011 Novel Gain Holdings Limited (N/A) $2.65 $2.15 06/30/2012 23.26% 124.83%
VQ 01/16/2012 Denver Parent Corporation (N/A) $12.50 $10.94 06/30/2012 14.26% 76.54%
CMFB 12/20/2011 Sandy Spring Bancorp Inc. (NASDAQ:SASR) $14.77 $13.63 06/30/2012 8.34% 44.77%
INCB 01/25/2012 Old National Bancorp Capital (NASDAQ:ONB) $24.13 $22.50 06/30/2012 7.24% 38.89%
SCMF 03/27/2012 Capital Bank Financial Corp (N/A) $2.88 $2.73 06/30/2012 5.49% 29.49%
TUDO 03/12/2012 Youku Inc. (NYSE:YOKU) $36.69 $34.81 09/30/2012 5.39% 12.29%
CTBC 10/26/2011 Berkshire Hills Bancorp, Inc. (NYSE:BHLB) $8.82 $8.40 04/30/2012 4.96% 258.44%
PGN 01/10/2011 Duke Energy Corporation (NYSE:DUK) $54.89 $52.48 07/01/2012 4.59% 24.28%
VIST-OLD 01/26/2012 Tompkins Financial Corporation (NYSEMKT:TMP) $12.45 $11.92 09/30/2012 4.41% 10.06%
TAM 01/19/2011 LAN Airlines S.A. (NYSE:LFL) $25.88 $24.90 06/30/2012 3.92% 21.02%
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

+ 10/24/2011 Novel Gain Holdings Limited (N/A) All Cash N/A $2.65 $2.15 19,200 06/30/2012 23.26% 124.83%
Details of China Advanced Construction Materials Group, Inc.

Expected to close in the second quarter of 2012. Upon completion of the merger, China Advanced Construction Materials Group shareholders will receive $2.65 per share in cash.

Essentially this is a going private transaction with CADC emerging as the surviving entity.

+ 01/16/2012 Denver Parent Corporation (N/A) All Cash $1.5 billion $12.50 $10.94 356,743 06/30/2012 14.26% 76.54%
Details of Venoco

Venoco agrees to a going private transaction where its CEO, who owns 50.3% of its common stock, bid $1.5 billion or $12.50/share in an all cash transaction.

+ CMFB 12/20/2011 Sandy Spring Bancorp Inc. All Stock $25.4 million $14.77 $13.63 3,909 06/30/2012 8.34% 44.77%
Details of Commercefirst Bancorp Inc.

Expected to close in the second quarter of 2012 for a closing value of $25.4 million in a cash plus stock deal, where shareholders of CommerceFirst Bancorp will receive 0.8043 Sandy Spring shares for each CommerceFirst share and the cash consideration will be $13.60 per share.

+ INCB 01/25/2012 Old National Bancorp Capital All Stock $79.2 million $24.13 $22.50 3,647 06/30/2012 7.24% 38.89%
Details of Indiana Community Bancorp

Expected to close in the second quarter of 2012 for a closing value of $79.2 million in an all stock deal, where Indiana Community Bancorp shareholders will receive 1.90 shares of Old National Bancorp common stock for each share of Indiana Community Bancorp common stock held by them.

+ 03/27/2012 Capital Bank Financial Corp (N/A) All Cash N/A $2.88 $2.73 16,503 06/30/2012 5.49% 29.49%
Details of Southern Community Financial Corp.

Expected to close in the second quarter of 2012. Upon completion of the merger, shareholders of Southern Community Financial Corp will receive $2.88 per share in cash.

+ TUDO 03/12/2012 Youku Inc. (YOKU) All Stock $1 billion $36.69 $34.81 197,042 09/30/2012 5.39% 12.29%
Details of Tudou Holdings Limited

Expected to close in the third quarter of 2012 for a closing value of approximately $1 billion. Upon completion of the merger, ADR holders of Tudou Holdings will receive 1.595 ADRs of YOKU.

+ CTBC 10/26/2011 Berkshire Hills Bancorp, Inc. All Stock $30 million $8.82 $8.40 N/A 04/30/2012 4.96% 258.44%
Details of The Connecticut Bank and Trust

Expected to close early in the second quarter of 2012 for a closing value of $30 million in an all stock deal. Upon completion of the merger, The Connecticut Bank and Trust Company shareholders will receive either $8.25 per share in cash, or 0.3810 shares of Berkshire Hills Bancorp per share held.

Under the terms of the merger agreement, 70% of the outstanding CBT shares will be exchanged for Berkshire shares at a fixed exchange ratio of 0.3810 Berkshire shares for each share of CBT. The remaining 30% of CBT shares will be exchanged for cash in the amount of $8.25 per share.

+ 01/10/2011 Duke Energy Corporation All Stock $13.7 billion $54.89 $52.48 3,125,109 07/01/2012 4.59% 24.28%
Details of Progress Energy Inc.

Expected to close in July 2012. 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.

+ 01/26/2012 Tompkins Financial Corporation All Stock 86 million $12.45 $11.92 2,385 09/30/2012 4.41% 10.06%
Details of VIST Financial Corp

Expected to close in the third quarter of 2012 for a closing value of 86 million in an all stock deal, where VIST shareholders will receive 0.3127 shares of Tompkins Financial common stock for each share of VIST common stock held.

The exchange ratio is subject to adjustment based on the average of the closing prices of Tompkins Financial common stock for the 20 business days ending three business days prior to the VIST shareholder meeting called to consider the merger agreement (the "Average Closing Price"). If the Average Closing Price is more than $43.98, the Exchange Ratio shall be 0.2842; and if the Average Closing Price is less than $35.98, the Exchange Ratio shall be 0.3475.

+ 01/19/2011 LAN Airlines S.A. All Stock N/A $25.88 $24.90 678,815 06/30/2012 3.92% 21.02%
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 said a regulatory investigation into complaints about the merger could take between six to nine months and the merger will most likely not complete before the fourth quarter. We have updated the closing date to 12/31/2011.

December 12, 2011: The merger between Chilean airline LAN LAN.SN and Brazilian counterpart TAM is expected to close in the first quarter of 2012.

+ EP 10/16/2011 Kinder Morgan, Inc. (NYSE:KMI) Cash Plus Stock $21 billion $30.75 $29.67 6,908,316 06/30/2012 3.64% 19.54%
Details of El Paso Corp.

Expected to close in early 2012 for a closing value of $21 billion in a cash plus stock deal. Upon completion of the merger, shareholders of El Paso Corporation will receive $26.87 per share, which consists of $14.65 in cash, 0.4187 Kinder Morgan shares - valued at $11.26 per EP share - and 0.640 Kinder Morgan warrants - valued at $0.96 per EP share - based on Kinder Morgan's closing price on Friday, October 14, 2012.

+ MMI 08/15/2011 Google (NASDAQ:GOOG) All Cash $12.5 billion $40.00 $38.83 7,184,741 06/30/2012 3.01% 16.17%
Details of Motorola Mobility Holdings, Inc.

Expected to close by the second quarter of 2012 for a closing value of $12.5 billion. Upon completion of the merger, shareholders of Motorola Mobility Holdings will receive $40.00 per share in cash.

+ RFMI 04/13/2012 Murata Manufacturing (N/A) All Cash $19.6 million $1.78 $1.73 848,678 09/30/2012 2.89% 6.59%
Details of RF Monolithics Inc.

Expected to close in the third calendar quarter of 2012 for a closing value of $19.6 million. Upon completion of the merger, shareholders of RF Monolithics will receive $1.78 per share in cash.

+ 01/17/2012 Blackbaud All Cash $275 million $16.00 $15.68 104,424 05/02/2012 2.04% 82.77%
Details of Convio

Blackbaud has agreed to pay a 49% premium to acquire Convio in an all cash deal valued at $275 million or $16/share. The transaction is expected to close by the end of the first quarter of 2012.

Update(s)

April 18, 2012: Blackbaud extended its offer to acquire Convio to May 2, 2012.

+ OPXT 03/26/2012 Oclaro, Inc. (NASDAQ:OCLR) All Stock $177 million $1.39 $1.36 293,843 06/30/2012 1.91% 10.26%
Details of Opnext, Inc.

Expected to close in the second quarter of 2012 in an all stock deal for $177 million, where shareholders of Opnext will receive 0.42 shares of Oclaro common stock for every share of Opnext common stock they own.

+ 04/18/2012 SXC Health Solutions, Corp. Cash Plus Stock $4.4 billion $91.29 $89.61 2,556,640 12/31/2012 1.88% 2.72%
Details of Catalyst Health Solutions, Inc.

Expected to close in the second half of 2012 for a closing value of $4.4 billion in a cash plus stock deal. Upon completion of the merger, shareholders of Catalyst Health Solutions will receive $28.00 in cash and 0.6606 shares of SXC stock for each Catalyst share.

+ SURW 02/06/2012 Consolidated Communications Holdings, Inc. (NASDAQ:CNSL) All Cash $340.9 million $23.00 $22.59 43,281 06/30/2012 1.81% 9.74%
Details of SureWest Communications

Expected to close for a closing value of $340.9 million. Upon completion of the merger, shareholders of SureWest Communications will receive $23.00 per share in cash or shares of Consolidated common stock having an equivalent value based on average trading prices for the 20-day period ending two days before the closing of the acquisition, subject to a collar. Overall elections are subject to proration such that 50 percent of the SureWest shares will be exchanged for cash and 50 percent for stock.

+ GR 09/21/2011 United Technologies Corp. (NYSE:UTX) All Cash $18.4 billion $127.50 $125.30 555,117 06/30/2012 1.76% 9.42%
Details of Goodrich Corp.

Expected to close in mid-2012 for a closing value of $18.4 billion. Upon completion of the merger, shareholders of Goodrich Corporation will receive $127.50 per share in cash.

+ 04/18/2012 WOW Internet, Cable & Phone (N/A) All Cash $1.5 billion $19.75 $19.42 1,135,122 09/30/2012 1.70% 3.88%
Details of Knology, Inc.

Expected to close in the third quarter of 2012 for a closing value of $1.5 billion. Upon completion of the merger, shareholders of Knology will receive $19.75 per share in cash.

+ 04/16/2012 Fanatics (N/A) All Cash $183 million $3.45 $3.40 1,553,676 09/30/2012 1.47% 3.35%
Details of Dreams Inc.

Expected to close in the third quarter of 2012 for a closing value of $183 million. Upon completion of the merger, shareholders of Dreams will receive $3.45 per share in cash.

+ ABVT 03/19/2012 Zayo Group (N/A) All Cash $2.2 billion $84.00 $83.05 317,277 12/31/2069 1.14% 0.02%
Details of Abovenet Inc.

Expected to close in mid 2012 for a closing value of $2.2 billion. Upon completion of the merger, shareholders of AboveNet will receive $84.00 per share in cash.

+ OTCPK:PCBC 03/12/2012 UnionBanCal Corp. (N/A) All Cash $1.51 billion $46.00 $45.49 20,517 12/31/2012 1.12% 1.62%
Details of Pacific Capital Bancorp

Expected to close in the fourth quarter of 2012 for a closing value of $1.51 billion. Upon completion of the merger, shareholders of Pacific Capital Bancorp will receive $46.00 per share in cash.

+ FFFD 03/13/2012 Great Western Bancorporation, Inc. (N/A) All Cash $41.5 million $30.58 $30.25 7,300 08/31/2012 1.09% 3.06%
Details of North Central Bancshares, Inc.

Expected to close in the summer of 2012 for a closing value of $41.5 million. Upon completion of the merger, shareholders of North Central Bancshares will receive $30.58 per share in cash.

+ SOA 01/27/2012 Eastman Chemical Company (NYSE:EMN) Cash Plus Stock $4.7 billion $28.33 $28.04 674,206 06/30/2012 1.04% 5.57%
Details of Solutia Inc

Expected to close in mid-2012 for a closing value of $4.7 billion in a cash plus stock deal, where Solutia stockholders will receive $22.00 in cash and 0.12 shares of Eastman common stock for each share of Solutia common stock.

+ ERT 04/10/2012 Genstar Capital LLC (N/A) All Cash $400 million $8.00 $7.92 360,315 09/30/2012 1.01% 2.30%
Details of eResearchTechnology, Inc.

Expected to close in the third quarter of 2012 for a closing value of approximately $400 million. Upon completion of the merger, shareholders of eResearch Technology will receive $8.00 per share in cash.

+ 04/16/2012 Lee Equity Partners, LLC (N/A) All Cash $258 million $8.85 $8.77 318,023 09/30/2012 0.91% 2.08%
Details of The Edelman Financial Group, Inc.

Expected to close in the third quarter of 2012 for a closing value of $258 million. Upon completion of the merger, shareholders of The Edelman Financial Group will receive $8.85 per share in cash.

+ CRIC 12/28/2011 E-House (China) Holdings (NYSE:EJ) Cash Plus Stock $603 million $5.65 $5.60 36,157 06/30/2012 0.89% 4.79%
Details of China Real Estate Information Corporation

E-House (China Holdings) has entered into a definitely agreement to acquire the remaining shares of China Real Estate Information Corporation that it does not already own for a cash plus stock deal valued at $603 million or a 5.6% premium. CRIC shareholders will receive $1.75 per share in cash and 0.6 shares of E-house. The transaction is expected to close in mid-2012.

+ RVSN 03/15/2012 Avaya (N/A) All Cash $230 million $11.85 $11.75 35,379 12/31/2069 0.85% 0.01%
Details of RADVision Ltd.

Expected to close for a closing value of $230 million. Upon completion of the merger, shareholders of RADvision will receive $11.85 per share in cash.

+ EBTX 03/06/2012 Cadence Bancorp (N/A) All Cash $250 million $20.62 $20.47 19,602 12/31/2012 0.73% 1.06%
Details of Encore Bancshares

Privately held Cadence Bancorp entered into an agreement to acquire Encore Bancshares in an all cash deal valued at $250 million or $20.62/share. The deal is expected to close in the second half of 2012.

+ ISTA 03/26/2012 Bausch + Lomb (N/A) All Cash $500 million $9.10 $9.04 760,139 06/30/2012 0.66% 3.56%
Details of ISTA Pharmaceuticals, Inc.

Expected to close in the second quarter of 2012 for a closing value of $500 million. Upon completion of the merger, shareholders of ISTA Pharmaceuticals will receive $9.10 per share in cash.

+ NVLS 12/14/2011 Lam Research Corp (NASDAQ:LRCX) All Stock $3.3 billion $45.44 $45.22 1,314,152 06/30/2012 0.48% 2.60%
Details of Novellus Systems, Inc.

Expected to close in the second calendar quarter of 2012 for a closing value of $3.3 billion in an all stock deal. Upon completion of the merger, shareholder of Novellus Systems will receive 1.125 shares of Lam Research common stock for each share of Novellus that they own.

common stock for each share of Novellus that they own

+ ADGF 03/19/2012 TaylorMade-adidas Golf business (N/A) All Cash $70 million $10.80 $10.75 17,672 12/31/2069 0.47% 0.01%
Details of Adams Golf, Inc.

Expected to close in mid 2012 for a closing value of $70 million. Upon completion of the merger, shareholders of Adams Golf will receive $10.80 per share in cash.

+ RRR 12/16/2011 United Rentals, Inc. (NYSE:URI) Cash Plus Stock $1.9 billion $23.37 $23.27 2,054,419 06/30/2012 0.42% 2.26%
Details of RSC Holdings, Inc.

Expected to close in the first half of 2012 for a closing value of $1.9 billion in a cash plus stock deal, where shareholders of RSC Holdings will receive $10.80 in cash and 0.2783 share of United Rentals.

+ HGIC 09/29/2011 Nationwide Mutual Insurance Co (N/A) All Cash $760 million $60.00 $59.75 148,324 06/30/2012 0.42% 2.25%
Details of Harleysville Group Inc.

Expected to close in early 2012 for a closing value of $760 million. Upon completion of the merger, shareholders of Harleysville Group will receive $60.00 per share in cash.

+ DDIC 04/04/2012 Viasystems Group Inc. (NASDAQ:VIAS) All Cash $268 million $13.00 $12.95 373,673 07/31/2012 0.39% 1.42%
Details of DDI Corp.

Expected to close late in the second quarter or early in the third quarter for a closing value of $268 million. Upon completion of the merger, shareholders of DDi Corp will receive $13.00 per share in cash.

+ PBY 01/30/2012 The Gores Group (N/A) All Cash $1 billion $15.00 $14.95 432,087 06/30/2012 0.33% 1.80%
Details of Pep Boys-Manny, Moe & Jack

Expected to close in the second fiscal quarter of 2012 for a closing value of $1 billion. Upon completion of the merger, shareholders of Pep Boys-Manny, Moe & Jack will receive $15.00 per share in cash. The agreement provides for a 45-day "go-shop" period and is expected to close in the second quarter of 2012.

+ ARCL 03/05/2012 PLATO Learning (N/A) All Cash $291 million $11.10 $11.08 152,600 06/30/2012 0.18% 0.97%
Details of Archipelago Learning

Privately held PLATO Learning entered into an agreement to acquire Archipelago Learning for $291 million or $11.10/share in an all cash deal that is expected to close in the second quarter of 2012.

+ XRIT 04/10/2012 Danaher (NYSE:DHR) All Cash $625 million $5.55 $5.54 681,177 06/30/2012 0.18% 0.97%
Details of X-Rite, Incorporated

Expected to close in the second quarter of 2012 for a closing value of $625 million. Upon completion of the merger, shareholder of X-Rite will receive $5.55 per share in cash.

+ 04/17/2012 DTS, Inc. Cash Plus Stock $148 million $9.38 $9.37 N/A 09/30/2012 0.12% 0.28%
Details of SRS Labs Inc.

Expected to close in the third quarter of 2012 for a closing value of $148 million in a cash plus stock deal. Upon completion of the merger, SRS Labs shareholders may elect to receive either $9.50 per share in cash or a fixed ratio of 0.31127 shares of DTS common stock for every share of SRS Labs common stock they own. In order to take a more conservative approach, we have internally classified the deal as an all stock transaction.

+ TNB 01/30/2012 ABB Ltd (NYSE:ABB) All Cash $3.9 billion $72.00 $71.92 163,482 06/30/2012 0.11% 0.60%
Details of Thomas & Betts Corporation

Expected to close by the middle of 2012 for a closing value of $3.9 billion. Upon completion of the merger, shareholders of Thomas & Betts will receive $72.00 per share in cash.

+ ZOLL 03/12/2012 Asahi Kasei Corp (N/A) All Cash $2.21 billion $93.00 $92.90 1,957,440 06/30/2012 0.11% 0.58%
Details of Zoll Medical Corporation

Expected to close in the second quarter of 2012 for a closing value of $2.21 billion. Upon completion of the merger, shareholders of Zoll Medical Corporation will receive $93.00 per share in cash.

+ LOOP 04/27/2011 CoStar Group (NASDAQ:CSGP) Cash Plus Stock $860 million $19.13 $19.11 492,360 04/30/2012 0.10% 5.03%
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.

Update(s)

January 04, 2012: LoopNet and CoStar agreed to further extend the the waiting period imposed by the Hart-Scott-Rodino Act to allow the firms to engage in discussions with the U.S. Federal Trade Commission ("FTC") to determine whether there is a possible basis for, and to discuss the possible terms of, a mutually acceptable consent order that would allow the merger of the two firms to close.

+ CV 07/12/2011 Gaz metro Limited Partnership (N/A) All Cash $702 million $35.25 $35.22 63,589 06/30/2012 0.09% 0.46%
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.

+ AEA 02/15/2012 Grupo Elektra (N/A) All Cash $780 million $10.50 $10.50 599,143 06/30/2012 0.00% 0.00%
Details of Advance America, Cash Advance

Expected to close in the first half of 2012 for a closing value of $780 million. Upon completion of the merger, shareholders of Advance America, Cash Advance Centers will receive $10.50 per share in cash.

+ 02/02/2012 Amaya Gaming Group (N/A) All Cash $35.82 million $2.54 $2.54 5,913 05/02/2012 0.00% 0.00%
Details of CryptoLogic Limited

Expected to close by April 30, 2012 for a closing value of $35.82 million. Upon completion of the merger, shareholders of Cryptologic will receive $2.54 per share in cash.

Update(s)

April 18, 2012: Amaya Gaming Group extended its buyout offer for CryptoLogic to May 2, 2012.

+ CHUX 02/06/2012 Fidelity National Financial, Inc. (NYSE:FNF) All Cash $221 million $9.85 $9.85 53,929 06/30/2012 0.00% 0.00%
Details of O'Charley's Inc.

Expected to close in the second quarter of 2012 for a closing value of $221 million. Upon completion of the merger, shareholders of O'Charley's will receive $9.85 per share in cash.

+ TRCR 03/07/2012 Nuance Communications (NASDAQ:NUAN) All Cash $300 million $29.50 $29.50 81,962 09/30/2012 0.00% 0.00%
Details of Transcend Services

Nuance Communications entered into an agreement to acquire Transcend Services in an all cash deal valued at $300 million or $29.50 per share. The deal is expected to close in the second half of Nuance's fiscal 2012. Nuance's fiscal year ends on September 30.

+ MDS 03/13/2012 TBC Corporation (N/A) All Cash $310 million $11.50 $11.50 277,060 06/30/2012 0.00% 0.00%
Details of Midas, Inc.

Expected to close by the second quarter of 2012 for a closing value of $310 million. Upon completion of the merger, shareholders of Midas will receive $11.50 per share in cash.

+ ALTH 04/05/2012 Spectrum Pharmaceuticals (NASDAQ:SPPI) All Cash $206 million $1.82 $1.82 3,088,620 06/30/2012 0.00% 0.00%
Details of Allos Therapeutics, Inc.

Expected to close in the second quarter of 2012 for a closing value of $206 million. Upon completion of the merger, shareholders of Allos Therapeutics will receive $1.82 per share in cash plus one Contingent Value Right (NYSEMKT:CVR). This CVR entitles Allos stockholders to an additional payment of $0.11 per share in cash if certain European regulatory approval and commercialization milestones for FOLOTYN are achieved.

+ SRLS 02/13/2012 Linden Capital Partners (N/A) All Cash $82 million $4.00 $4.01 41,387 06/30/2012 -0.25% -1.34%
Details of SeraCare Life Sciences Inc

Expected to close in the second quarter of 2012 for a closing value of $82 million. Upon completion of the merger, shareholders of SeraCare Life Sciences will receive $4.00 per share in cash.

+ COMV 03/26/2012 Peak Merger Corp (N/A) All Cash $49 million $1.75 $1.76 154,408 06/30/2012 -0.57% -3.05%
Details of Comverge, Inc.

Expected to close by the second quarter of 2012 for a closing value of $49 million. Upon completion of the merger, shareholders of Comverge will receive $1.75 per share in cash.

+ QSFT 03/09/2012 Insight Venture Partners (N/A) All Cash $2 billion $23.00 $23.18 412,526 09/30/2012 -0.78% -1.77%
Details of Quest Software

Insight Venture Partners entered into an agreement to acquire Quest Software in an all cash deal valued at $2 billion or $23 per share. The deal is expected to close in the third quarter of 2012. Insight Venture Partners is supporting the current CEO Vinny Smith in taking the company private. The stock closed at $24.07 on the day of announcement indicating traders expect a higher price or a rival bid.

+ DFG 12/21/2011 Tokio Marine Holdings (N/A) All Cash $2.7 billion $44.80 $45.40 263,883 06/30/2012 -1.32% -7.09%
Details of Delphi Financial Group, Inc.

Expected to close in the second quarter of 2012 for a closing value of $2.7 billion, Upon completion of the merger, shareholders of Delphi Financial will receive $43.875 per Class A share and $52.875 per Class B share in cash, through TMHD's wholly owned subsidiary, Tokio Marine & Nichido Fire Insurance Co., Ltd. (TMNF). In addition, Delphi shareholders will receive $1.00 in cash per share pursuant to a one-time special dividend from Delphi for each share of Class A and Class B stock they own.

+ CHG 02/21/2012 Fortis Inc. (N/A) All Cash $1.5 billion $65.00 $66.05 54,888 03/31/2013 -1.59% -1.70%
Details of CH Energy Group, Inc.

Expected to close in the first quarter of 2013 for a closing value of $1.5 billion. Upon completion of the merger, shareholders of CH Energy Group will receive $65.00 per share in cash.

+ BXG 11/14/2011 BFC Financial Corporation (OTCQB:BFCF) All Stock N/A $5.80 $6.10 110,139 06/30/2012 -4.92% -26.40%
Details of Bluegreen Corporation

Expected to close in the first half of 2012 in an all stock deal, where shareholders of Bluegreen Corporation will be entitled to receive eight shares of BFC's Class A Common Stock for each share of Bluegreen's Common Stock they hold at the effective time of the merger.

+ 03/13/2012 An affiliate of Apollo Global Management, LLC (N/A) All Cash $703 million $5.00 $8.06 1,511,628 06/30/2012 -37.97% -203.78%
Details of Great Wolf Resorts, Inc.

Expected to close in the second quarter of 2012 for a closing value of $703 million. Upon completion of the merger, shareholders of Great Wolf Resorts will receive $5.00 per share in cash.

Update(s)

April 15, 2012: Great Wolf Resorts deemed KSL Capital's offer of $7.00 per share, superior to Apollo Global Management's offer.

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