Merger Arbitrage Mondays – February 28, 2011

35.00%

4.97%

35.00%

Expected to close by the end of the year for a closing value of $3.4 billion. On the completion of the merger Grifols will pay $19 in cash and 0.641 newly issued, nonvoting shares for each share of Talecris.

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.

Expected to close in the third quarter of 2011 for a closing value of $7.4 billion in an all stock deal. Upon completion of the merger, Nationwide Health Properties shareholders will receive a fixed exchange ratio of 0.7866 Ventas shares for each share of NHP common stock they own.

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.

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 in the first quarter of 2011 for a closing value of $1.4 billion. On the completion of the merger, AirTran Holdings Shareholders will receive $3.75 per share in cash and 0.321 share of Southwest stock for each share of AirTran held.

Update Nov 2, 2010: The ratio of Southwest shares issued changes based on the price of Southwest's stock and the deal value also varies from $7.25 to $7.75. Specifically as stated in the press release "The number of shares to be issued by Southwest Airlines is subject to adjustment if the average of Southwest Airlines closing prices for the 20 trading days ending three trading days prior to closing is below $10.90 or above $12.46. This adjustment mechanism is intended to provide at least $7.25 in value and up to $7.75 in value per share of AirTran common stock. If the average closing price noted above exceeds $12.46, the value will be $7.75 with fewer shares of Southwest common stock issued. If the average closing price noted above is less than $10.90, the value will be $7.25 with additional shares of Southwest common stock issued. Additionally, Southwest Airlines has the option of substituting cash in lieu of issuing incremental shares if the average closing stock price is less than $10.90."

4.97%

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.

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.

Expected to close in the second half of 2011 for a closing value of $485 million in an all stock deal. On the completion of the merger, Hypercom shareholders will receive 0.23 shares of VeriFone stock for each Hypercom share they own.

Expected to close by the first quarter of 2011 for a closing value of $74 million. On the completion of the merger, 70% of the outstanding Rome Bancorp shares will be exchanged for Berkshire Hills Bancorp shares at a fixed exchange ratio of 0.5658 Berkshire Hills Bancorp shares for each share of Rome Bancorp, and the remaining 30% of Rome Bancorp shares will be exchanged for $11.25 per share in cash.

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.
Update: Feb 17, 2011 – Novell and CPTN received a request for additional information from the Antitrust Division of the United States Department of Justice regarding the patent sale. The requests have the effect of extending the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 until 30 days after both parties have substantially complied with the requests, unless the waiting period is earlier terminated. Novell is in the process of gathering information to respond to this request and is continuing to cooperate fully with the Department of Justice in connection with its review. Novell continues to work toward completing the merger as quickly as possible and currently anticipates that the closing of the merger will occur following the completion of the waiting period and the satisfaction of other closing conditions.

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.

Expected to close in the second quarter of 2011 for a closing value of $108 million. On the completion of the merger, Legacy Bancorp shareholders will receive 0.56385 Berkshire common shares plus $1.30 in cash in a cash plus stock deal.

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.

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.

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.

0.97%

Expected to close within three months for a closing value of $61 million. On the completion of the merger, XETA Technologies shareholders will receive $5.50 per share in cash.

Expected to close in the fourth quarter of 2010 for a closing value of $3.7 billion. On the completion of the merger, Albert Culver shareholders will receive $37.50 per share in cash.

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.

Expected to close in the second half of 2011 for a closing value of $6.8 billion. On the completion of the merger, Beckman Coulter shareholders will receive $83.50 per share in cash.

Expected to close on or before July 31, 2011 for a closing value of $650 million. On the completion of the merger, Pre-Paid Legal Services shareholders will receive $66.50 per share in cash.

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 within 45 to 90 days for a closing value of $70 million. On the completion of the merger, Emergent Group shareholders will receive $8.46 per share in cash.

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.

Expected to close in the firt half of 2011 for a closing value of $3.1 billion. On the completion of the merger, Atheros Communications Inc. shareholders will receive $45.00 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 the first quarter of 2011. On the completion of the merger, Playboy Enterprises Inc. shareholders will receive $6.15 per share in cash.

Expected to close in the first half of 2011for a value of $10.6bn. Under the terms of the agreement, Qwest shareholders will receive 0.1664 CenturyLink shares for each share of Qwest common stock they own at closing.

Expected to close in the second quarter of 2011 for a closing value of $1.6 billion. On the completion of the merger, Jo-Ann Stores shareholders will receive $61.00 per share in cash. Update Feb 15, 2011: Changed the closing date to 3/31/2011 from 6/30/2011 following a press release by the company stating that the deal is expected to close by the end of March.

Expected to close in the second quarter of 2011. On the completion of the merger, CPEX Pharmaceuticals, Inc. shareholders will receive $27.25 per share in cash.

Update:
February 28, 2011: Mangrove Partners Questions the Proposed Sale of CPEX Pharmaceuticals and Intends to Vote 'No' on the Merger

0.32%

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.

Expected to close in the first quarter of 2011 for a closing value of $3 billion. On the completion of the merger, J. Crew Group shareholders will receive $43.50 per share in cash. J. Crew Group to file investor presentation in response to flawed recommendation and urges shareholders to vote FOR acquisition on March 1.

Expected to close in mid-year 2011 for a closing value of $351 million. On the completion of the merger, Wilmington Trust common shareholders will receive 0.051372 shares of M&T common stock in exchange for each share of Wilmington Trust common stock they own .

Expected to close in second half of 2011 for $470 million. On the completion of merger shareholders of Genoptix, Inc. will receive $25.00 per share in cash.

Expected to close once McAfee shareholder approval and regulatory clearance is gained for a closing value of $7.68 billion. On the completion of the merger, McAfee shareholders will receive $48 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 for a closing value of $270 million. On the completion of the merger, Herley Industries shareholders will receive $19.00 per share in cash.

Expected to close by the end of the year for a closing value of $3.6 billion. On the completion of the merger, King Pharmaceuticals will receive $14.25 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 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.

Expected to close in the second quarter of 2011 for a closing value of $1.5 billion. On the completion of the merger, Whitney Holding Corporation shareholders will receive 0.418 shares of Hancock Holding Company common stock in exchange for each share of Whitney common stock in an all stock deal.

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.

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.

Expected to close in the second quarter of 2011. On the completion of the merger, Retail Ventures shareholders will receive 0.435 DSW shares per each RVI share.

Expected to close in the second quarter of 2011. On the completion of the merger, ProLogis shareholders will receive 0.4464 shares of AMB Property common stock per share held.

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.

Rocco B. Commisso, the founder, Chairman and Chief Executive Officer of Mediacom Communications Corporation, had announced on August 31, 2010 that he has withdrawn his May 31, 2010 non-binding offer to purchase all of the shares of Mediacom not currently owned by him.
On November 15, 2010, Rocco B. Commisso announced that he would buy MCCC in a deal that values it at about $600 million. Commisso would buy the stock he doesn�t own for $8.75 a share.

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.

Expected to close in the second quarter of 2011 for a closing value of $1.2 billion. Upon completion of the merger, Clinical Data shareholders will receive $30.00 per share in cash plus contingent consideration of up to $6.00 per share that may be paid upon achievement of certain milestones.

Expected to close in the second quarter of 2011 for a closing value of $127 million. On the completion of the merger, Answers Corporation shareholders will receive $10.50 per share in cash.

Expected to close early in the second quarter of 2011 for a closing value of $20.1 billion. On the completion of the merger, Genzyme shareholders will receive $74.00 per share in cash and one Contingent Value Right (CVR) for each share they own, entitling the holder to receive additional cash payments if specified milestones related to Lemtrada� (alemtuzumab MS) are achieved over time or a milestone related to production volumes in 2011 for Cerezyme� and Fabrazyme� is achieved.

Expected to close in the fourth quarter of 2010 for a closing value of $288 million. On the completion of the merger, Gammon will issue 0.5209 of a common share for each Capital share, in addition to paying 79 cents a share 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 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.

Expected to close in the third quarter of 2011 for a closing value of $3 billion. Upon completion of the merger, Frontier Oil Corporation shareholders will receive 0.4811 Holly shares for each share of Frontier common stock.

Expected to close by the end of the second quarter or beginning of the third quarter of 2011 for a closing value of $192.8 million in an all stock deal. On the completion of the merger LaBranche shareholders will receive a fixed ratio of 0.9980 of a share of Cowen Class A common stock for each outstanding share of LaBranche common stock.

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.

Expected to close in the second quarter of 2011. On the completion of the merger, Universal American Corp shareholders will receive $12.80 to $13.00 per share in cash plus a share in a newly formed public company, which will own all the other operations of UAM. The newly formed company will have $640 million of cash and statutory capital in its subsidiaries and no debt.

Expected to close in the second 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.