Merger Arbitrage Mondays – January 24, 2011

55.64%

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.

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.

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.

Expected to close in second quarter of 2011 for $493 million. On the completion of merger. Under the terms of the definitive agreement, which has been approved by both companies' boards of directors, Danvers Bancorp shareholders may elect to receive either $23.00 in cash, or 1.624 shares of People's United Financial stock for each Danvers Bancorp share, subject to customary pro ration provisions, whereby 55% of Danvers Bancorp shares will be exchanged for stock and 45% for cash.

4.89%

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 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 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.

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 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."

2.11%

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.

2.06%

1.98%

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.

Expected to close in the first quarter of 2011 for a closing value of $2.41 billion. On the completion of the merger Crucell NV shareholders will receive Euro 24.75 per share in cash (approximately $34 at the time of announcement).

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.

Expected to close by March 31, 2011 for a closing value $8.5bn. It is a stock based transaction @ 0.667 share of FE
Revision on September 14, 2010: Jefferies & Companies lowers its price target to $23.50, from $24.50.

0.81%

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 $4 billion. On the completion of the merger, Del Monte Foods shareholders will receive $19 per share in cash.

Expected to close for a closing value of $525 million. On the completion of the merger, CPI International shareholders will receive $19.50 per share in cash. The transaction is subject to CPI stockholder approval, and is also subject to a number of customary regulatory and other closing conditions.

Expected to close in the first quarter of 2011 for a closing value of $294 million. On the completion of the merger, First Mercury Financial shareholders will receive $16.50 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 by mid-year 2011 for a closing value of $1.027 billion. According to the terms of the deal, each outstanding share of Sterling common stock will be exchanged for 0.2365 shares of Comerica common stock upon closing.

Expected to close on February 15, 2011 for a closing value of $210 million. On the completion of the merger, Dynamex shareholders will receive $21.25 per share in cash.
On December 14, 2010, the Board determined that a new $25/share in cash proposal submitted by TransForce Inc, a Canadian Corporation, on December 6, 2010 was a Superior Proposal and terminated the Prior Merger Agreement with Greenbriar Equity Group LLC.

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 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.

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 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 first quarter of 2011. On the completion of the merger, Applied Signal Technology shareholders will receive $38.00 per share in cash.

Expected to close in the second quarter of 2011 for a closing value of $583 million. On the completion of the merger, Eurand N.V. shareholders will receive $12.00 per share in cash.

Expected to close in the first quarter of 2011 for a closing value of $80 million. On the completion of the merger, Lasercard shareholders will receive $6.25 per share in cash.

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.

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.

Expected to close in the first quarter of 2011 for a closing value of $4.2 billion. On the completion of the merger, Baldor Electric shareholders will receive $63.50 per share in cash.

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.

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 first quarter of 2011 for a closing value of $4.3 billion. On the completion of the merger, Atlas Energy shareholders will receive $38.25 in cash and a pro-rata share of a distribution of over 41 million units of Atlas Pipeline Holdings for each share held.

Based on Atlas Pipeline Holdings' closing price on November 8, these units have a value of $5.09 per Atlas Energy share.

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.