Merger Arbitrage Mondays – December 13, 2010

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.

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 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.

5.82%

Expected to close by the end of this year or the first quarter of 2011 for a closing value of $83.5 miilion. On the completion of the merger, Monroe Bancorp shareholders Monroe shareholders will receive 1.275 shares of Old National for every share held.

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."

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 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.

Expected to close later this year for a closing value of $66 million. On the completion of the merger ADAM shareholders will receive 0.3122 of Ebix stock for each share held in ADAM.

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 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 complete in the fourth quarter of this year or first quarter of 2011 for $171 million. On the completion of the merger, Occam Networks shareholders will receive approximately $7.75 per share. The deal is a cash plus stock deal with Occam shareholders receiving $3.8337 in cash and 0.2925 shares of Calix.

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 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 $520.6 million. On the completion of the merger, BMP Sunstone shareholders will receive $10.00 per share in cash.

0.57%

Expected to close by the end of 2010 for a closing value of $75.7 million. The cash deal is @ $45 per share

Expected to close in the first quarter of 2011 for a closing value of $170 million. On the completion of the merger, NightHawk Radiology shareholders will receive $6.50 per share in cash.

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.

0.30%

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.

0.11%

Expected to close in the fourth quarter of 2010 for a closing value of $450 million. On the completion of the merger, Hess will issue 0.1373 shares of its stock for each outstanding share of American Oil & Gas.

Expected to close in the fourth quarter of 2010 for a closing value of $247 million. On the completion of the merger, Cellu Tissue shareholders will receive $12 per share in cash.

0.00%

Expected to close by the end of 2010. On the completion of the merger, The Student Loan Corporation shareholders will receive $30.00 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.

-0.62%

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 fourth quarter of 2010 for a closing value of $95 million. On the completion of the merger, RAE Systems shareholders will receive $1.60 per share in cash.

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.

Expected to close in the first quarter of 2011 for a closing value of $23.8 million in an all-stock deal. On the completion of the merger, Cadence shareholders will receive receive 0.097 shares of Trustmark common stock for each share of Cadence they hold.
Revision on 10/06/2010: Cadence Financial agreed to be acquired by Community Bancorp for $38 million at $2.50 per share in cash, after terminating its previously announced agreement with Trustmark Corporation

Expected to close by the end of the year 2010 for a closing value of $890 million. On the completion of the merger, Allis-Chalmers shareholders will get $4.25 in cash or 1.15 Seawell shares for each shares of Allis-Chalmers, subject to proration if more than 35% of the shares elect to receive cash. Seawell Ltd is registered in the Norwegian OTC system, ticker symbol SEAW.