Merger Arbitrage Mondays – September 23, 2013

Expected to close in the first half of 2013. Upon completion of the merger, shareholders of NTS Realty Holdings will receive $7.50 per share in cash.

Expected to close in the second quarter of 2013 for a closing value of $893.6 million. Upon completion of the merger, shareholders of WSP Holdings will receive $3.20 per share in cash.

Update(s): On August 15, 2013, WSP Holdings Private Limited announced that the parties to the going private transaction of the Company have amended the Agreement and Plan of Merger (the “Merger Agreement”) to extend the termination date to December 31, 2013.

Upon completion of the merger, shareholders of iSoftStone Holdings will receive $5.85 per share in cash.

Expected to close in the second half of 2013 for a closing valu of $2.5 billion. Upon completion of the merger, shareholders of Cooper Tire & Rubber Co. will receive $35.00 per share in cash.

Expected to close in the second half of 2013 for a closing value of $8.2 billion. Under the terms of the agreement, NYSE Euronext shareholders will have the option to elect to receive consideration per NYSE Euronext share of (i) $33.12 in cash, (ii) 0.2581 IntercontinentalExchange common shares or (iii) a mix of $11.27 in cash plus 0.1703 ICE common shares.

Expected to close in early 2014. Upon completion of the merger, shareholders of Camelot Information Systems will receive $2.05 per American Depositary Shares, each representing four (4) Shares (an “ADS”).

Expected to close in the first quarter of 2014 for a closing value of $1.6 billion. Upon completion of the merger, sharholders of Edwards Group Limited will receive $10.50 per share in cash. The $10.50 payment includes a fixed cash payment of $9.25 at closing and an additional payment of up to $1.25 per share post-closing, depending on Edwards’ achievement of 2013 revenue within the range of £587.5 million to £650 million and achievement of a related Adjusted EBITDA¹ target within the range of £113.9 million to £145 million.

Expected to close in the fourth quarter of 2013 for a closing value of $37.2 million in an all stock deal. Upon completion of the merger, shareholders of Mayflower Bancorp will receive .565 of an Independent share for each Mayflower share. Independent will purchase the remaining 30% of outstanding Mayflower shares for $17.50 per share in cash.

We are treating this deal as an all stock deal because 70% of the consideration will be paid out as stock and only 30% will be paid out as cash.

Expected to close in the first half of 2014 for a closing value of $2 billion in a cash plus stock deal. Under the terms of the agreeement, shareholders of Sterling Financial Corporation will receive 1.671 shares of Umpqua common stock and $2.18 cash for each share of Sterling common stock.

Expected to close early in the first quarter of 2014 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 quarter of 2014 for a closing value of $2.3 billion in a cash plus stock deal. Upon completion of the merger, shareholders of CapitalSource will receive $2.47 in cash and 0.2837 shares of PacWest stock.

Expected to close for a closing value of $890 million. Upon completion of the merger, shareholders of AsiaInfo-Linkage, Inc. will receive $12.00 per share in cash

Expected to close in the first quarter of 2014 for a closing value of $107.7 million in a cash plus stock deal. Under the terms of the agreement, shareholders of Tower Financial Corporation will receive 1.20 shares of Old National Bancorp common stock and $6.75 in cash for each share of Tower Financial common stock.

Expected to close before the end of calendar 2013 for a closing value of $1.1 billion. Upon completion of the merger, shareholders of rue21 will receive $42.00 per share in cash.

Expected to close no later than June 15, 2014 for a closing value of $1.3 billion. Upon completion of the merger, shareholders of SHFL entertainment will receive $23.25 per share in cash

Expected to close in the third quarter of 2013. Upon completion of the merger, shareholders of the Hallwood Group Incorporated will receive $10.00 per share in cash.

Expected to close in the fourth quarter of 2013 for a closing value of $114.7 million in an all stock deal. Upon completion of the merger, shareholders of CFS Bancorp Inc. will receive 0.65 shares of First Merchants common stock for each share of CFS common stock owned.

Expected to close in the fourth quarter of 2013 for a closing value of $1.2 billion in an all stock deal. Under the terms of the agreement, shareholders of Thomas Properties Group will receive 0.3822 shares of newly issued Parkway common stock in exchange for each share of Thomas Properties common stock.

Expected to close by the end of the year for a closing value of $495 million. Upon completion of the merger, shareholders of Simcere Pharmaceutical Group will receive $9.66 per share in cash.

Expected to close in the third quarter of 2013 for a closing value of $1.78 billion. Upon completion of the merger, shareholders of Spreadtrum Communications will recieve $31.00 per share in cash.

Expected to close by the end of the year for a closing value of $79 million in an all stock deal. Under the terms of the agreement, shareholders of BCSB Bancorp will receive 2.08 shares of F.N.B. Corporation common stock for each common share of BCSB Bancorp.

Expected to close by the end of the calendar year 2013 for a closing value of $1.17 billion in an all stock deal. Under the terms of the agreement, OfficeMax stockholders will receive 2.69 Office Depot common shares for each share of OfficeMax common stock.

Expected to close early in 2014 for a closing value of $13.6 billion plus the assumption of net debt at close ($2.2 billion as of uear end 2012). Upon completion of the merger, shareholders of Life Technologies will receive $76.00 per share in cash.

Expected to close in the fourth quarter of 2013 for a closing value of $340 million. Upon completion of the merger, shareholders of Globecomm Systems will receive $14.15 per share in cash.

Expected to close in the first quarter of 2014. Upon completion of the merger, shareholders of Cornerstone Therapeutics will receive $9.50 per share in cash.

Expected to close on or around January 1, 2014 for a closing value of $445.1 million. Upon completion of the merger, shareholders of StellarOne Corporation will receive 0.9739 shares of Union common stock for each share of StellarOne.

Expected to close by the end of the calendar year 2013 for a closing value of $8.6 billion in a cash plus stock deal. Upon completion of the merger, shareholders of Elan will receive $6.25 per share in cash and 0.07636 shares of New Perrigo for each Elan share.

Expected to close in the third quarter of 2013 for a closing value of $490.6 million in an all stock deal. Upon completion of the merger, shareholders of Virginia Commerce Bancorp will receive 0.5442 of United’s shares for each share of VCBI.

Expected to close in the first quarter of 2014 for a closing value of $640 million. Upon completion of the merger, shareholders of Hi-Tech Pharmacal will receive $43.50 per share in cash.

Expected to close in the first quarter of 2014 for a closing value of $10 billion. Upon completion of the merger, shareholders of NV Energy will receive $23.75 per share in cash.

Expacted to close in the fourth quarter of 2013 for a closing value of $2.9 billion. Upon completion of the merger, shareholders of Lender Processing Services will receive $33.25 per share in cash.

Under the terms of the agreement, FNF’s shares of common stock have been valued at $25.489 per share (the “Reference Price”), representing a fixed exchange ratio of 0.65224 shares of FNF common stock for each share of LPS common stock. At closing, if FNF’s average common stock price is greater than $24.215, the exchange ratio remains fixed at 0.65224 per share of FNF common stock.

If FNF’s average common stock price at closing is between $20.00 and $24.215 per share, FNF will increase the number of shares of FNF common stock to be received by LPS stockholders such that LPS stockholders receive a minimum of $15.794 per share in value on the stock portion of the consideration, or $32.419 per share in total. If FNF’s average common stock price at closing is less than $20.00, the exchange ratio will be fixed at 0.7897 per share of FNF common stock, in which event LPS will have a right to terminate the transaction. Additionally, on or before three trading days prior to the anticipated date of effectiveness of FNF’s registration statement on Form S-4, FNF has the option to increase the cash portion of the consideration from $16.625 per share of LPS common stock up to $33.25 per share of LPS common stock with a corresponding decrease in the stock portion of the merger consideration as provided for under the terms of the merger agreement, in which case the exchange ratio will be adjusted to reflect the new consideration mix. However, if FNF elects to increase the cash portion of the consideration and FNF’s average common stock price at closing is greater than $26.763, then the exchange ratio will be adjusted to reflect the increased value that would have been received at closing without any change in consideration mix.

Expected to close in the third quarter of 2013 for a closing value of $106.4 million in an all stock deal. Under the terms of the agreement, PVF Capital Corp. will receive 0.3405 shares of F.N.B. Corporation common stock for each common share of PVF Capital Corp.

Expected to close in the third quarter of 2013. Upon completion of the merger, shareholders of MPG Office Trust will receive $3.15 per share in cash.

Expected to close for a closing value of $1.4 billion. Upon completion of the merger, shareholders of Stewart Enterprises will receive $13.25 per share in cash.

Expected to close in the second quarter of 2013 for a closing value of $113.5 million in an all stock deal. Under the terms of the agreement, each outstanding share of Roma Financial common stock, including shares owned by Roma MHC, will be converted into 0.8653 shares of Investors Bancorp common stock upon completion of the merger.

Expected to close in the fourth quarter of 2013 for a closing value of $344 million in an all stock deal. Upon completion of the merger, shareholders of Sterling Bancorp will receive 1.2625 shares of Provident New York Bancorp common stock for each share of Sterling Bancorp common stock.

Expected to close in the third quarter of 2013. Upon completion of the merger, shareholders of Arbitron will receive $48.00 per share in cash.

Expected to close by the end of calendar 2013 for a closing value of $1.3 billion in an all stock deal. Upon completion of the merger, shareholders of Nash Finch will receive 1.20 shares of Spartan Stores common stock for each share of Nash Finch common stock they own.

Expected to close in the third quarter of 2013 for a closing value of $2.2 billion. Upon completion of the merger, shareholders of CapLease will receive $8.50 per share in cash.

Expected to close in the third quarter of 2013 for a closing value of $8.6 billion in an all stock deal. Upon completion of the merger, each Colonial Properties Trust common share will be converted into 0.36 newly issued MAA common share.

Expected to close in the fourth quarter of 2013 for a closing value of $1 billion. Upon completion of the merger, shareholders of TMS International will receive $17.50 per share in cash.

Expected to close by the end of thhe year for a closing value of $2.5 billion. Upon completion of the merger, shareholders of Harris Teeter Supermarkets will receive $49.38 per share in cash.

Expected to close by the end of the year for a closing value of $35 million. Upon completion of the merger, shareholders of Analysts International will receive $6.45 per share in cash.

Expected to close in the fourth quarter of 2013. Upon completion of the merger, shareholders of Theragenics will receive $2.20 per share in cash.

Expected to close in the fourth calendar quarter of 2013 for a closing value of $262 million. Upon completion of the merger, shareholders of Rochester Medical Corporation will receive $20.00 per share in cash.

Expected to close at the beginning of the fourth quarter for a closing value of $10.4 billion. Upon completion of the merger, shareholders of Onyx Pharmaceuticals will receive $125 per share in cash.

Expected to close in the third quarter of 2013 in a cash plus stock deal. Upon completion of the merger, shareholders of Crestwood Midstream Partners will receive 1.070 common units of Inergy Midstream for each unit Crestwood Midstream they own plus $1.03 per share in cash.

Expected to close by the end of the year for a closing value of $1.5 billion. Upon completion of the merger, shareholders of WMS Industries will receive $26.00 per share in cash.

Expected to close in the third quarter of 2013 for a closing value of $390 million in an all-stock deal. Upon completion of the merger, shareholders of Crimson Exploration will receive 0.08288 shares of Contango common stock for each Crimson share.

Expected to close before the end of the calendar year 2013 for a closing value of $2.9 billion. Upon completion of the merger, shareholders of Saks Incorporated will receive $16.00 per share in cash.

Expected to close before the end of 2013. Upon completion of the merger, shareholders of National Technical Systems will receive $23.00 per share in cash.

Expected to close in the fourth quarter of 2013 for a closing value of $1.995 billion. Upon completion of the merger, shareholders of Boise will receive $12.55 per share in cash.

Expected to close during the second half of 2013 for a closing value of $2.7 billion. Upon completion of the merger, shareholders of Sourcefire will receive $76.00 per share in cash.

Expected to close late in the third quarter or early in the first quarter of 2013 for a closing value of $391.6 million. Upon completion of the merger, shareholders of Michael Baker Corporation will receive $40.50 per share in cash.

Expected to close in the first half of 2014 for a closing value of $680 million in a cash plus stock deal. Under the terms of the agreement, shareholders of Taylor Capital will receive 0.64318 shares of MB Financial common stock and $4.08 per share in cash.

Expected to close early in the fourth quarter of 2013 for a closing value of $605 million. Upon completion of the merger, shareholders of Volterra Semiconductor Corporation will receive $23.00 per share in cash.

Expected to close in the second half of 2013 for a closing value of $7.1 billion. Upon completion of the merger, shareholders of SmithField Foods will receive $34.00 per share in cash.

Expected to close in the first half of 2013 for a closing value of $225 million. Upon completion of the merger, shareholders of FirstCity Financial will receive $10.00 per share in cash.

Expected to close by the end of the year for a closing value of $4.3 billion. Upon completion of the merger, shareholders of Vanguard Health Systems will receive $21.00 per share in cash

Expected to close in the fourth quarter of 2013 for a closing value of $575 million. Upon completion of the merger, shareholders of Maidenform Brands will receive $23.50 per share in cash.

Expected to close in the fourth quarter of 2013 for a closing value of $1.25 billion. Upon completion of the merger, shareholders of Kaydon Corporation will receive $35.50 per share in cash.

Expected to close early in the fourth quarter of 2013 for a closing value of $886 million. Upon completion of the merger, shareholders of Astex Pharmaceuticals will receive $8.50 per share in cash.

Expected to close in the first quarter of 2013 for a closing value of $151.5 million in a cash plus stock deal. Under the terms of the agreement, shareholders of Firstbank Corporation will receive a fixed ration of 1.00 share of Mercantile common stock for each share of Firstbank common stock.

In addition, Mercantile expects to pay a special cash dividend of $2.00 per share to Mercantile shareholders prior to the closing of the merger, subject to the satisfaction of the closing conditions in the merger agreement. In order to take this $2 special dividend into account, we are going to treat this as a cash plus stock deal with a cash value of negative $2.

Expected to close by the end of the year for a closing value of $7.2 billion. Upon completion of the merger, shareholders of Molex Incorporated will receive $38.50 per share in cash.

Expected to close by the end of the year for a closing value of $47 million. Upon completion of the merger, shareholders of ALCO Stores will receive $14.00 per share in cash.

Expected to close in the fourth quarter of 2013 for a closing value of $1.46 billion in an all stock deal. Under the terms of the agreement, shareholders of Pioneer Southwest Energy Partners will receive 0.2325 of a share of a common stock of Pioneer Natural Resources.

Expected to close by the end of the year 2013 for a closing value of $2.2 billion. Upon completion of the merger, shareholders of Belo Corp. will receive $13.75 per share in cash.

Expected to close in the second quarter of Dell’s FY2014 for a closing value of $24.4 billion. Upon completion of the merger, shareholders of Dell will receive $13.65 per share in cash.

Update(s)

July 24, 2013: Michael Dell and global technology investment firm Silver Lake increased the price at which they would acquire the company to $13.75 per share in cash.

Expected to close by the end of the year for a closing value of $707 million. Upon completion of the merger, shareholders of Trius Therapeutics will receive $13.50 per share in cash.

In addition to the upfront cash payment, each Trius stockholder will receive one Contingent Value Right (CVR), entitling the holder to receive an additional cash payment of up to $2.00 for each share they own if certain commercial sales milestones are achieved.

Expected to close in the fourth quarter of 2013 for a closing value of $1.6 billion. Upon completion of the merger, shareholders of Dole Food Company will receive $13.50 per share in cash.

Expected to close by year-end 2013 for a closing value of $8.5 billion in a stock-for-stock transaction. Under the terms of the Transaction Agreement, at closing Warner Chilcott shareholders will receive 0.160 shares of New Actavis for each Warner Chilcott share they own.

Expected to close in the fourth quarter of 2013 for a closing value of $306 million. Upon completion of the merger, shareholders of American Safety Insurance Holdings will receive $29.25 per share in cash.

Expected to close in the first quarter of 2014 for a closing value of $1.19 billion. Upon completion of the merger, shareholders of Leap Wireless International will receive $15.00 per share in cash.

Expected to close in the second quarter of 2013. Upon completion of the merger, shareholders of MOD – PAC Corp will receive $8.40 per share in cash.

Expected to close in the third quarter of 2013 for a closing value of $355 million in a cash plus stock deal. Under the terms of the agreement, shareholders of Market Leader will receive $6.00 in cash and 0.1553 shares of Trulia’s common stock for each share of Market Leader stock.

Expected to close in the third quarter of 2013 for a closing value of $4.3 billion in an all stock deal. Under the terms of the agreement, LinnCo has agreed to issue 1.25 common shares for each common share of Berry.

Expected to close by the end of the year for a closing vaalue of $535 million. Upon completion of the merger, shareholders of Optimer Pharmaceuticals will receive $10.75 per share in cash.

In addition to the upfront cash payment, each stockholder of Optimer will receive a Contingent Value Right (CVR), which is expected to be publicly traded, entitling the holder to receive an additional one-time cash payment of up to $5.00 for each share they own .

Expected to close by the end of July 2013 for a closing value of $4.5 million. Upon completion of the merger, shareholders of Meade Instruments will receive $3.45 per share in 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 first quarter of 2013 for a closing value of $600 million. Upon completion of the merger, shareholders of NextWave Wireless will receive $1.00 per share in cash.