Merger Arbitrage Mondays – February 14, 2011

Expected to close in the second half of 2011 for a closing value of $422 million. On the completion of the merger, LTX – Credence Corporation shareholders will receive 0.96 Verigy shares or Holdco stock for each LTX-Credence share.

The ratio was increased to 0.6485 on November 4, 2010.

Update Nov 15: U.S. antitrust regulators might seek to block Grifols�s purchase of Talecris. The expected completion date has been updated to 3/31/2011.

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 yesterday. DTG has indicated its willingness to work with Avis's 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.

5.53%

Expected to close by the end of this year or the first quarter of 2011 for a closing value of $98 million. On the completion of the merger, Monroe Bancorp shareholders Monroe shareholders will receive 0.0846 shares of Magnum Hunter Resources Corp. for every share held.

3.92%

Expected to close in the first quarter of 2011 for a closing value of $7.8 million. On the completion of the merger, Majestic Capital shareholders will receive $0.45 per share in cash. Update Nov 5, 2010: The stock symbol and closing price have been updated to reflect a 1:10 reverse stock split that became effective as of Nov 4, 2010.

Expected to close before the end of July 2011 for a closing value of $4.1 billion. On the completion of the merger, Marshall and Ilsley shareholders will receive 0.1257 shares of Bank of Montreal per share held.

2.91%

The exchange ratio is however fixed at 1.1 shares of FNFG per share of NAL and worked out to $14.09 per share upon announcement of the deal.

Expected to close in the first quarter of 2011 for a closing value of $2.2 billion. On the completion of the merger, Novell shareholders will receive $6.10 per share in cash

2.58%

Expected to close in the first quarter of 2011. On the completion of the merger, Tongjitang Chinese Medicines shareholders will receive $4.50 per ADS in cash.

Expected to close in second quarter of 2011. On the completion of merger RAE Systems shareholders will receive $1.75 per share in cash. RAE also announced that, concurrent with entering into the Vector Agreement, RAE terminated its previously announced merger agreement with affiliates of Battery Ventures under the terms of the Prior Agreement, and paid a termination fee of $3.39 million to affiliates of Battery Ventures.

Expected to close in the second quarter of 2011 for a closing value of $7.31 billion. On the completion of the merger, Pride International shareholders will receive 0.4778 newly-issued Ensco shares plus $15.60 in cash for each Pride common share.

1.66%

Expected to close by the end of the year for a closing value of $954 million. On the completion of the merger, Penn Virginia GP Holdings unitholders will receive 0.98 units of Penn Virginia Resource Partners per Penn Virginia GP Holdings unit held.
Update Dec 27, 2010: Updated the closing date to 3/31/2011 since the special meeting to discuss the merger has been set for February 16, 2011.

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.

Expected to close by the middle of 2011 for a closing value of $8.6 billion. On the completion of the merger, Bucyrus International shareholders will receive $92 per share in cash.

1.15%

Expected to close in the first quarter of 2011 for a closing value of $1.1 billion. On the completion of the merger, ID shareholders will receive $12 per share in cash.

0.87%

Expected to close in second quarter of 2011 for $214 million. On the completion of merger NovaMed Inc. shareholders will receive 13.25 per share in cash.

Expected to close in the first quarter of 2011 for a closing value of $2.1 billion. On the completion of the merger, Dionex shareholders will receive $118.50 per share in cash.

Expected to close in early 2011 for a closing value of $778 million. On the completion of the merger, Ladish Co shareholders will receive $24 in cash and 0.4556 share of Allegheny stock for each share held.

0.49%

Expected to close in the first quarter of 2011 for a closing value of $4 billion. On the completion of the merger, Del Monte Foods shareholders will receive $19 per share in cash.

0.32%

Expected to close in the first quarter of 2011 for a closing value of $130 million. On the completion of the merger, Todd Shipyards shareholders will receive $22.27 per share in cash.

Update Oct 29, 2010: Following the release of third quarter results by McAfee, CEO Dave DeWalt reiterated that the Intel deal is �on track� to close by mid-2011. We have updated the closing date to 6/30/2011 from 12/31/2010.

Expected to close in the first quarter of 2011. On the completion of the merger, Playboy Enterprises Inc. shareholders will receive $6.15 per share in cash.

Update 12/17/2010: Pfizer extended its tender offer to 1/21/2011. The merger has been delayed as the companies await approval from U.S. regulators. They expect the merger to close in the first quarter of 2011.

Expected to close in the first or second quarter of 2011 for a closing value of $1,087 million. On the completion of the merger, Martek Biosciences Corporation shareholders will receive $31.50 per share in cash.

0.04%

Expected to close in the first quarter of 2011 for a closing value of $75.2 million. On the completion of the merger, Matrixx Initiatives shareholders will receive $8.00 per share in cash. Update Feb 2, 2011: H.I.G. Capital has agreed to increase the offer price by 9.4 percent to $8.75/share in cash and extended the tender offer to Feb. 14.

Expected to close by February 15, 2011 for a closing value of $101.8 million. On the completion of the merger, Wilber shareholders will receive $9.50 per share in cash and Community Bank System common stock, subject to the following calculation:

If the Community Bank System Market Price is equal to or greater than $19.71, or equal to or less than $25.35, then the ratio will be determined by a quotient (rounded to the nearest one-thousandth) obtained by dividing $9.50 by the Community Bank System Market Price.
If the Community Bank System Market Price is greater than $25.35, then the quotient is 0.3748.
If the Community Bank System Market Price is less than $19.71, then the quotient is 0.4820.

-1.50%

Expected to close in the first quarter of 2011 for a closing value od $665 million. On the completion of the merger, Dynegy shareholders will receive $5.50 per share in cash.

Based on Atlas Pipeline Holdings' closing price on November 8, these units have a value of $5.09 per Atlas Energy share. On February 7, 2011 Chevron agree to pay Atlas shareholders 10 cents more for litigation related expenses.

-6.10%

The deal is expected to close in the second quarter of 2011. According to the terms of the deal, the boards of both companies have agreed to the half-stock, half-cash deal. RockTenn will pay $17.50 in cash and Smurfit-Stone shareholders will receive 0.30605 shares of RockTenn for each share they own.