Merger Arbitrage Mondays – October 1, 2012

Expected to close in the second calendar quarter of 2012 for a closing value of $330 million in a cash plus stock deal. Upon completion of the merger, shareholders of PLX Technology will receive $3.50 in cash and 0.525 shares of IDT common stock for each PLX common share outstanding.

Update(s)

June 19, 2012: The exchange offer is being extended as the applicable waiting period pursuant to the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR Act) has not yet expired or been terminated, and the exchange offer is now set to expire at the end of the day on July 12, 2012, at 12:00 midnight, New York City time, unless further extended.

July 11, 2012: Integrated Device Technology said that it is extending the expiration date of its exchange offer for all outstanding shares of common stock of PLX Technology to August 9, 2012.

August 9, 2012: Integrated Device Technology extended the expiration date of its exchange offer for all outstanding shares of common stock of PLX Technology to September 6, 2012.

Expected to close in the second quarter of 2013 for a closing value of $49 million. Shareholders of WSB Holdings will receive either Old Line common stock or cash with a 65%/35% stock/cash mix. Each share of WSB Holdings will receive either 0.5608 shares of Old Line or $6.09/share in cash subject to adjustments based on certain conditions. We are treating this deal as an all stock deal.

Expected to close in the fourth quarter of 2012 for a closing value of $15.1 billion. Upon completion of the merger, shareholders of Nexen will receive $27.50 per share in cash.

Expected to close in the first calender quarter of 2013 for a closing value of $3 billion in a cash plus stock deal. Under the terms of the agreement, Shaw’s shareholders will receive $41.00 in cash and $5.00 in CB&I equity (0.12883 shares based on an agreed upon recent average stock price of $38.81 per share) for each share of Shaw stock at closing.

Venoco (VQ) agrees to a going private transaction where its CEO, who owns 50.3% of its common stock, bid $1.5 billion or $12.50/share in an all cash transaction.

Update(s)

June 12, 2012: Venoco extends financing date in go-private agreement to July 20, 2012

July 20, 2012: Venoco extends financing date in go-private agreement to August 31, 2012

August 16, 2012: Venoco’s CEO is said to be in advanced talks to obtain funding for the deal to take the company private. Venoco expects the deal to close before the September 14 deadline.

September 13, 2012: Venoco announced that, based on the recommendation of the special committee of independent directors, the board of directors of Venoco has agreed to extend to 5 p.m. Eastern Time on October 5, 2012 the date by which committed financing must be obtained for the merger contemplated by the merger agreement.

Expected to close in the first quarter of 2013 for a closing value of $26.1 million. Under the terms of the agreement, Community shareholders will receive 0.1753 shares of City common stock for each share of Community common stock.

Expected to close by the end of the year. Upon completion of the merger, shareholders of Fushi Copperweld will receive $9.50 per share in cash.

Expected to close in the fourth quarter of 2012 for a closing value of $77.8 million. Upon completion of the merger, shareholders of Citizens South Banking Corporation will have the right to receive either $7.00 in cash or 1.4799 Park Sterling shares for each Citizens South share they hold, subject to the limitation that the total consideration will consist of 30.0% in cash and 70.0% in Park Sterling shares.

Expected to close in the first quarter of 2013 for a closing value of $51.6 million. Upon completion of the merger, shareholders of ECB Bancorp will receive ECB shareholders will receive 3.55 shares of Crescent Financial.

Expected to close in the second quarter of 2013 for a closing value of $912 million in an all stock deal. Under the terms of the agreement, Citizens’ shareholders will receive a fixed 1.37 shares of FirstMerit common stock in exchange for each share of Citizens’ common stock.

The acquisition of Yucheng Technologies Limited (YTEC) by New Sihitech Limited in a “going private” transaction for $79.5 million or $3.90 per share in an all cash deal. The deal is expected to close before the end of the fourth quarter of 2012.

Expected to close in the fourth quarter of 2012 or the first quarter of 2013 for a closing value of $900 million. Under the terms of the agreement, shareholders of GEOY can choose to receive either $20.27 in cash, 1.425 shares of DigitalGlobe Inc. stock, or a combination of 1.137 shares of stock and $4.10 per share in cash, for each of their GeoEye shares. We have opted to treat this as a stock plus cash deal because the aggregate consideration mix will reflect 1.137 shares of DGI and $4.10 per share in cash.

Expected to close in the first quarter of 2013 for a closing value of $1.7 billion in an all stock deal. Upon completion of the merger, shareholders of GenOn Energy will receive 0.1216 of a share of NRG common stock in exchange for each GenOn share of common stock.

Expected to close before the end of the first fiscal quarter of 2013. Upon completion of the merger, shareholders of Winner Medical Group will receive $4.50 per share in cash.

Expexted to close in mid 2013 for a closing vaue of $7.3 billion in a cash plus stock deal. Under the terms of the agreement, Coventry stockholders will receive $27.30 in cash and 0.3885 Aetna common shares for each Coventry share.

Expected to close in the fourth quarter of 2012 for a closing value of $132 million in an all stock deal. Under the terms of the merger agreement, 50% of the outstanding Beacon shares will be exchanged for Berkshire shares at a fixed exchange ratio of 0.92 shares for each Beacon share, while the remaining 50% of Beacon shares will be exchanged for cash in the amount of $20.50 per share. To take a more conservative approach, we have entered this deal as an all stock deal.

Expected to close in late 2012 for a closing value of $22.5 million. Upon completion of the merger, shareholders of Ditech Networks will receive $1.45 per share in cash.

Expected to close in the fourth quarter of 2012 for a closing value of $55.4 million in an all stock deal. Upon completion of the merger, shareholders of BancTrust Financial Group will receive 0.125 shares of Trustmark common stock for each share of BancTrust common stock in a tax-free exchange.

Expected to close before the end of the third quarter of 2012. Upon completion of the merger, shareholders of Gushan Environmental Energy Limited will receive US$0.162 (orUS$1.62 per ADS) in cash without interest, except for the ordinary shares (including ordinary shares represented by ADSs).

Expected to close in the first half of 2013 for a closing value of $2.6 billion. Upon completion of the merger, shareholders of Medicis Pharmaceutical will receive $44.00 per share in cash.

Expected to close in the fourth quarter of 2012. Upon completion of the merger, shareholders of Presstek will receive $0.50 per share in cash.

Expected to clse in the first half of 2013 for a closing value of $845 million. Upon completion of the merger, shareholders of Sunrise Senior Living will receive $14.50 per share in cash.

Expected to close in the fourth quarter of 2012 or first quater of 2013 for a closing value of $70.8 million in a cash plus stock deal. Upon completeion of the merger, shareholders of Fidelity Bancorp will receive 0.8275 shares of WesBanco common stock and cash in the amount of $4.50 per share for each share of Fidelity common stock.

Expected to close in the fourth quarter of 2012 or the first quarter of 2013 for a closing value of $102.8 million. Upon completion of the merger, shareholders of LML Payment Systems will receive $3.45 per share in cash.

Expected to close early in 2013 for a closing value of $117.6 million. Upon completion of the merger, shareholders of Complete Genomics will receive $3.15 per share in cash.

Expected to close by the end of the year for a closing value of $91 million in an all stock deal, where shareholders of New England Bancshares will receive 0.9575 of a share of United Financial Bancorp common stock.

Expected to close in the fourth quarter of 2012. Upon completion of the merger, shareholders of BIDZ.com will receive $0.78 per share in cash.

Expected to close in the third or fouth quarter of 2012 for a closing value of $5.3 billion in a cash plus stock deal. Under the terms of the transaction, shareholders of Sunoco can either receive $50 in cash, 1.0490 ETP common unit or a combination of $25 in cash and 0.5245 ETP common units for each Sunoco share.

Expected to close in the third quarter of 2012 for a closing value of $146.6 million. Upon completion of the merger, shareholders of China TransInfo Technology will receive $5.80 per share in cash.

Expected to close in the first quarter of 2013 for a closing value of $249 million. Upon completion of the merger, shareholders of SeaBright Holdings will receive $11.11 per share in cash.

Expected to close in the second half of 2012 for a closing value of $11.46 billion in a cash plus stock deal. Upon completion of the merger, shareholders of Cooper Industries will receive $39.15 in cash and 0.77479 shares of the newly created company.

Expected to close in the first half of 2013 for a closing value of $1.3 billion. Upon completion of the merger, shareholders of Sealy Corporation will receive $2.20 per share in cash.

Expected to close in the first quarter of 2013 for a closing value of $506 million. Under the terms of the merger agreement West Coast shareholders can elect to receive either Columbia common stock, cash, or a combination of both stock and cash. The total cash considering is fixed at $264.5 million and the total stock consideration is fixed at 12.8 million Columbia shares. Based on Columbia’s closing stock price of $18.85 on September 25, West Coast shareholders would have received consideration valued at approximately $23.10 per share. We are going to treat this as an all stock deal with shareholders of West Coast receiving 1.225 shares of Columbia for each West Coast share they hold.

Expected to close in the fourth quarter of 2012 for a closing value of $67.1 million in an all stock deal. Under the terms of the agreement, shareholders of The Savannah Bancorp, Inc. will receive 0.2503 shares of SCBT common stock for each share of SAVB common stock.

Expected to close in the fourth quarter of calendar 2012 for a closing value of $2.5 billion. Upon completion of the merger, shareholders of Robbins & Myers will receive $60.00 per share in cash.

Expected to close in the first quarter of 2013 for a closing value of $2.3 billion. Upon completion of the merger, shareholders of Dollar Thrifty Automotive Group will receive $87.50 per share in cash.

Expected to close by the end of the calendar year for a closing value of $109.8 million. Upon completion of the merger, shareholders of Ramtron International will receive $3.10 per share in cash.

Expected to close in the first quarter of 2013 for a closing value of $3.7 billion in an all stock deal. Under the terms of the agreement, shareholders of Hudson City Bancorp will receive consideration valued at 0.08403 of an M&T share in the form of either M&T stock or cash.

Expected to close in the first half of 2012 in an all stock deal, where shareholders of Bluegreen Corporation will be entitled to receive eight shares of BFC’s Class A Common Stock for each share of Bluegreen’s Common Stock they hold at the effective time of the merger.

Update(s):

August 30, 2012: BFC Financial Corp. was dealt a setback in its attempt to get listed on a major stock exchange, a requirement for its pending merger with Bluegreen Corp., after the NASDAQ and NYSE cited the Securities and Exchange Commission lawsuit against BFC Chairman and CEO Alan B. Levan.

Expected to close in the first quarter of 2013 for a closing value of $4.9 billion. Upon completion of the merger, shareholders of Amerigroup Croporation will receive $92.00 per share in cash.

Expected to close in late 2012 for a closing value of $415 million. Upon completion of the merger, shareholders of Presidential Life will receive $14.00 per share in cash.

Expected to close in the third quarter of 2012. Upon completion of the merger, shareholders of Pansoft Company Limited will receive $4.15 per share in cash.

Expected to close in the third quarter of 2012 for a closing value of $4.3 billion. Upon completion of the merger, shareholders of Ariba will receive $45.00 per share in cash.

Update: Based on a second request for information received from the Department of Justice, Ariba and SAP now expect the merger to close in the fourth quarter of 2012. We have updated the closing date to 12/31/2012.

Expected to close in the fall for a closing value of $275 million. Upon completion of the merger, shareholders of Sun Healthcare Group will receive $8.50 per share in cash.

Expected to close before December 31, 2012 for a closing value of $195 million. Upon completion of the merger, shareholders of Mediware Information Systems will receive $22.00 per share in cash.

Expected to close by October 26, 2012 for a closing value of $32.1 million. Upon completion of the merger, shareholders of KSW Inc. will receive $5.00 per share in cash.

Expected to close in the fourth quarter of 2012 for a closing value of $1.3 billion. Upon completion of the merger, sharehoders of Kenexa will receive $46.00 per share in cash.

Expected to close before the end of the year for a closing value of $840 million. Upon completion of the merger, shareholders of Brightpoint will receive $9.00 per share in cash.

The acquisition of FSI International (FSII) by Tokyo Electron for $252.5 million or $6.20 per share in an all cash deal. The deal is expected to close by the end of 2012.

Expected to close by the end of the calendar year 2012 for a closing value of $93.4 million. Upon completion of the merger, shareholders of US Home Systems will receive $12.50 per share in cash.

Expected to close in three months for a closing value of $1 billion. Upon completion of the merger, shareholders of Peet’s Coffee & Tea will receive $73.50 per share in cash.

Expected to close in the fourth quarter of 2012 for a closing value of $1.51 billion. Upon completion of the merger, shareholders of Pacific Capital Bancorp will receive $46.00 per share in cash.

Expected to close late in the third quarter or early in the fourth quarter of 2012 for a closing value of $2 billion. Upon completion of the merger, shareholders of Collective Brands will receive $21.75 per share in cash.

Expected to close in the fourth quarter of 2012 for a closing value of $242 million. Upon completion of the merger, shareholders of Union Drilling will receive $6.50 per share in cash.

Expected to close by the third quarter of 2012 for a closing value of $1.39 billion. Upon completion of the merger, shareholders of RailAmerica will receive $27.5 per share in cash.

Expected to close late in the fourth quarter of 2012 or ealry in the first quarter of 2013 for a closing value of approximately $2.95 billion in an all stock transaction. Under the deal, Realty Income will pay out 0.2874 of its shares for every American Realty share.

Expected to close in the fourth quarter of 2012 for a closing value of $340.9 million. Upon completion of the merger, shareholders of IRIS International will receive $19.50 per share in cash.

Expected to close in the fourth quarter of 2012 for a closing value of $1.1 billion. Upon completion of the merger, shareholders of Deltek will receive $13.00 per share in cash.

Expected to close for a closing value of $356 million. Upon completion of the merger, shareholders of AuthenTec will receive $8.00 per share in cash.

Expected to close in the first quarter of 2013 for a closing value of $1.5 billion. Upon completion of the merger, shareholders of CH Energy Group will receive $65.00 per share in cash.

Expected to close for a closing value of $600 million in a cash plus stock deal. Under the terms of the agreement, shareholders of Flagstone Reinsurance Holdings will receive $2 in cash and 0.1935 Validus shares for each share they tender in the offering.

Expected to close in the fourth quarter of 2012 for a closing value of $55 million. Upon completion of the merger, shareholders of Western Liberty Bancorp will receive either $4.02 in cash or 0.4341 of a share of Western Alliance Bancorporation for each Western Liberty share owned.

Expected to close in the fourth quarter of 2012 for a closing value of $54.8 million. Upon completion of the merger, shareholders of Central Bancorp will receive $32.00 per share in cash.

According to the press release, “Under the terms of the agreement, 60% of outstanding Central Bancorp., Inc. shares will be exchanged for shares of Independent Bank Corp., at an exchange ratio subject to limited adjustment, and 40% of outstanding Central Bancorp., Inc. shares will be purchased for $32.00 per share in cash.” Since the exchange ratio is subject to adjustment, we are going to treat this as an all cash deal in our arbitrage tool.

Expected to close in the fourth quarter of 2012 for a closing value of $850 million. Upon completion of the merger, shareholders of TPC Group will receive $40.00 per share in cash.

Expected to close in the fourth quarter of 2012 for a closing value of $24.4 million in an all stock deal. Under the terms of the agreement, shareholders of Alliance Bankshares Corporation will receive, at their election, either 0.4435 shares of WFBI common stock or cash in the amount of $5.30 for each share of Alliance common stock owned, provided that no more than 20% of the Alliance common shares may elect to receive cash.

Expected to close in the fourth quarter of 2012 in an all stock deal. Under the terms of the agreement, stockholders of VTRA (other than VRTB) will receive a fixed ratio of 0.82 share of VRTB common stock for each share of VRTA common stock they own.

Expected to close in the fourth quarter of 2012 for a closing value of $72 million. Upon completion of the merger, shareholders of J. Alexander’s Corp will receive $12.00 per share in cash. Shareholders of J Alexander’s can elect to receive $12 per share in cash or a combination of $3 in cash and one share of Class A common stock of American Blue Ribbon Holdings Inc (ABRH), Fidelity said in a statement. When issued, the ABRH shares will be listed for trading on Nasdaq.

Update(s)

July 31, 2012: FNF has amended its previously announced merger agreement and has agreed to make an all cash tender offer for all of the shares of J. Alexander’s for $13.00 per share in cash.

The acquisition of Physicians Formula Holdings (FACE) by Swander Pace Capital for $65 million or $4.25 per share in cash. The deal is expected to close later this year.

The acquisition of Taro Pharmaceutical Industries (TARO) by Sun Pharmaceutical Industries for $1.45 billion or $39.50 in an all cash transaction. Sun Pharmaceutical already owns 66% of Taro’s ordinary shares and 100% of the shares of Taro’s founders, giving it 77.5 % of the voting rights in the company.

Expected to close in the second quarter of 2012. Upon completion of the merger, shareholders of Southern Community Financial Corp will receive $2.88 per share in cash.

Update(s)

June 27, 2012: The companies hope to complete the deal in the third quarter.

Subject to customary closing conditions, the deal is expected to close for a closing value of $600 million. Upon completion of the merger, shareholders of NextWave Wireless will receive $1.00 per share in cash.