Merger Arbitrage Mondays – February 21, 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.

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.

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 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 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 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.

The deal is expected to close in mid-2011 for $8.5 billion. Under the terms of the deal, Massey stockholders will receive 1.025 shares of Alpha common stock and $10.00 in cash for each share they own.

Expected to close in early second quarter of 2011 for a closing value of $1.5 billion. On the completion of the merger, New Alliance shareholders will receive either 1.1 shares of FNFG stock, all cash or cash plus stock. NAL mentioned that the "aggregate consideration is 86% in stock and 14% in cash".

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

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.

1.64%

Expected to close in the first half of 2011 for a closing value of $12.9 billion. On the completion of the merger, Alcon Inc. shareholders will receive $168 per share in cash. The exact exchange ratio and cash contingent value amount will be calculated based upon formulas set forth in the merger agreement.

Expected to close in the second quarter of 2011 for a closing value of $3 billion. On the completion of the merger, Emergency Medical Services shareholders will receive $64.00 per share in cash.

Expected to close by April 14, 2010 for a closing value of $94 million. On the completion of the merger, Silverleaf Resorts shareholders will receive $2.50 per share in cash.

1.20%

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.

1.06%

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 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 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 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 $1.1 billion. On the completion of the merger, ID shareholders will receive $12 per share in cash.

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.

0.39%

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 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 first quarter of 2011 for $1.4 billion. On completion of merger Terremark Worldwide, Inc. will receive $19 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.

0.14%

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 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.

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 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 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 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.