Merger Arbitrage Mondays – January 31, 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 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 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.

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 by the second quarter of 2011 for a closing value of $130 million. On the completion of the merger, Shamir Optical Industry shareholders will receive $14.50 per share in cash.

Expected to close in the second half of 2011 for a closing value of $284 million. On the completion of the merger,Conexant stockholders will receive approximately $2.25 consisting of $1.125 in cash and a fraction of a share of SMSC common stock equal to $1.125 divided by the volume weighted average price of SMSC common stock for the 20 trading days ending on the second trading day prior to closing, but in no event more than 0.04264 nor less than 0.03489 shares of SMSC common stock.

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 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 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 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.

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 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 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 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.

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.

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 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 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 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 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 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 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.

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 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 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 .

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 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 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 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 the first quarter of 2011 for a closing value of $37 million. On the completion of the merger, VCG Holdings shareholders will receive $2.25 per share in cash.

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.

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 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.

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.

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 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 $176 million. On the completion of the merger, Voltaire’s shareholders will receive $8.75 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 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 $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 $191 million. On the completion of the merger, Mercer Insurance Group shareholders will receive $28.25 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.

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.

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 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 first quarter of 2011 for $1.4 billion. On completion of merger Terremark Worldwide, Inc. will receive $19 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 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 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. On the completion of the merger, Playboy Enterprises Inc. shareholders will receive $6.15 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.

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 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 $3 billion. On the completion of the merger, J. Crew Group shareholders will receive $43.50 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 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 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 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 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 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 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 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 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.

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.

Expected to close in the first quarter of 2011 for a closing value of $720 million. Sonic shareholders may elect to receive either $14.00 or 0.2489 shares of Rovi common stock for each share tendered and accepted in the exchange offer, subject to proration and adjustment pursuant to the definitive agreement. Cash consideration paid in the exchange offer will equal 55 percent of the aggregate value of consideration paid in the exchange offer and stock consideration issued in the exchange offer will equal 45 percent of the consideration, with shares of Rovi common stock being valued at $56.24 (the average closing price of Rovi common stock over the 20 trading days ending immediately prior to the date of the agreement) for purposes of such calculation.

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.

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.

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.