Merger Arbitrage Mondays – April 13, 2015

Expected to close by the end of the calendar year 2015 for a closing value of $6.3 billion in a cash plus stock deal. Under the terms of the agreement, Office Depot shareholders will receive, for each Office Depot share, $7.25 in cash and 0.2188 of a share in Staples stock at closing.

Expectes to close in the first quarter of 2015 in an all stock deal. Under the terms of the agreement, each outstanding share of Caesars Acquisition class A common stock will be exchanged for 0.664 share of Caesars Entertainment common stock.

Expected to close in the third quarter of 2014 for a closing value of $60.1 million. Upon completion of the merger, shareholders of Exceed Company will receive $1.78 per share in cash.

Updates(s)

1. On October 21, 2014, Exceed company announced that the termination date for the merger agreement has been extended to December 31, 2014.

Expected to close early in the second 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.

Update(s)

On December 9, 2014, Hudson City Bancorp (HCBK) and M&T Bank Corporation (MTB) announced further extension of time to complete the proposed merger to April 30, 2015.

April 6, 2015: Hudson City Bancorp (HCBK) announced today that it had been advised by M&T Bank Corporation (MTB), that the Federal Reserve Board will not act on M&T’s merger application before the current termination date of April 30, 2015 provided for in the Agreement and Plan of Merger, as amended, after which either party can terminate the transaction if the closing has not occurred.  As a result, the merger will not close by the previously announced target closing date of May 1, 2015.

Expected to close within approximately 12 months for a closing value of $48.5 billion in a stock and cash transaction. Under the terms of the agreement, DIRECTV shareholders will receive $95.00 per share under the terms of the merger, comprised of $28.50 per share in cash and $66.50 per share in AT&T stock. The stock portion will be subject to a collar such that DIRECTV shareholders will receive 1.905 AT&T shares if AT&T stock price is below $34.90 at closing and 1.724 AT&T shares if AT&T stock price is above $38.58 at closing. If AT&T stock price at closing is between $34.90 and $38.58, DIRECTV shareholders will receive a number of shares between 1.724 and 1.905, equal to $66.50 in value.

On account of the collar, we are treating this deal as an all cash deal.

Expected to close in the second half of 2015 in an all stock deal. Under the terms of the agreement, shareholders of Intrexion Holding will receive 2.3386 new TelecityGroup shares per Interxion share.

Expected to close by the second quarter of 2015 for a closing value of $45.2 billion in an all stock deal. Upon completion of the merger, shareholders of Time Warner Cable will receive 2.875 shares of CMCSA.

Expected to close in the second half of 2015 in a cash plus stock deal. Under the terms of the agreement, shareholders of Baker Hughes will receive 1.12 Haliburton shares plus $19.00 in cash for each share they own.

Expected to close in the second quarter of 2015 in an all stock deal. Under the terms of the agreement, shareholders of Advanced Photonix will receive shares of Luna common stock at a ratio of 0.31782 for each share of API common stock owned by them.

Expected to close in early 2015 in a two step transaction. CME Group will first acquire all of the outstanding shares of GFI Group in exchange for $4.55 per share in CME Group Class A Common Stock. Immediately following the acquisition of GFI Group, a private consortium of GFI Group management, led by current Executive Chairman Michael Gooch, CEO Colin Heffron and Managing Director Nick Brown, will acquire GFI Group’s wholesale brokerage and clearing businesses for $165M in cash and the assumption, at closing, of approximately $63M of unvested deferred compensation and other liabilities. After completion of the transaction, the wholesale brokerage business, including the Kyte Group, will continue as a private company with its management and operations largely unchanged. The continuing GFI Group brokerage business will maintain its commitment to both Trayport and FENICS by entering into long-term commercial agreements.

Update(s)

September 9, 2014: Interdealer broker BGC Partners launched a $675 million hostile bid for rival GFI Group (GFIG), topping an agreed offer from exchange operator CME Group Inc.

December 9, 2014: BGC Partners (BGCP) announced that it has extended the expiration date of its tender offer to acquire all the outstanding shares of GFI Group (GFIG) to January 6, 2015 unless further extended.

December 19, 2014: BGC Partners (BGCP) announced that it has increased its all-cash tender offer to acquire all the outstanding shares of GFI Group (GFIG) to $5.45 per share.

January 15, 2015: BGC Partners (BGCP) announced contingent increase of all-cash tender offer to acquire GFI Group (GFIG) to $5.85 per share and immediate non-contingent increase to $5.75 per share.

January 20, 2015: BGC Partners (BGCP) announced increase of all-cash tender offer to acquire GFI Group (GFIG) to $6.10 per share. On January 22, 2015, Glass, Lewis & Co. recommended shareholders of GFI Group to vote against the merger agreement with CME Group at the special meeting of GFI shareholders scheduled for January 27, 2015.

January 30, 2015: GFI Group (GFIG) shareholders rejected the proposed takeover by CME Group (CME), forcing the companies to terminate the merger agreement.

February 20, 2015: BGC Partners (BGCP) and GFI Group (GFIG) announced that they have entered into a tender offer support agreement in which GFI’s board of directors unanimously agreed to support BGC’s tender offer for all of the outstanding shares of GFI common stock at $6.10 per share in cash.

March 19, 2015: GFI Group (GFIG) notified the New York Stock Exchange that its Board of Directors had unanimously voted to voluntarily delist the Company’s common stock, par value $0.01 per share, from the NYSE and to terminate the registration of the Common Stock under the Securities Exchange Act of 1934, as amended.

Expected to close by the end of the year 2015 for a closing value of $4.3 billion. Upon completion of the merger, shareholders of Hawaiian Electric Industries will receive a $0.50 special dividend, 0.2413 shares of NextEra Energy common stock, and a share in ASB Hawaii valued at $8.00, per share held. In connection with the agreement, HEI plans to spin off ASB Hawaii to HEI shareholders and establish it as an independent publicly traded company, immediately prior to and contingent upon the completion of the combination of HEI with NextEra Energy.

Expected to close in the second quarter of 2015 for a closing value of $183.3 million. Under the terms of the agreement, shareholders of LNB Bancorp will be entitled to elect to receive either 1.461 shares of Northwest Bancshares common stock or $18.70 per share in cash.

Expected to close in the fourth quarter of 2015 for a closing value of $849 million in an all stock deal. Under the terms of the Agreement, Square 1 stockholders will receive 0.5997 shares of PacWest common stock for each share of Square 1 common stock.

Expected to close in the third quarter of 2015. Upon completion of the merger, shareholders of Integrated Silicon Solution will receive $19.25 per share in cash.

Expected to close before the of calendar 2015 for a closing value of $5.4 billion in a cash plus stock deal. Under the terms of the agreement, shareholders of City National Corporation will receive approximately $47.25 in cash and 0.7489 of an RBC common share for each share of City National common stock.

Expected to close in the second half of 2015 for a closing value of $1.9 billion. Under the terms of the agreement, the Parent will acquire the Company for cash consideration equal to US$3.55 per ordinary share of the Company (each, an “Ordinary Share”) and US$7.10 per American Depositary Share of the Company, each representing two Class A Ordinary Shares (each, an “ADS”).

Expected to close in the fourth quarter of 2015 for a closing value of $12.8 billion. Upon completion of the merger, shareholders of Catamaran Corporation will receive $61.50 per share in cash.

Expected to close in the second quarter of 2015 for a closing value of $1.6 billion. Upon completion of the merger, shareholders of Orbitz Worldwide will receive $12.00 per share in cash.

Expected to close in the first half of 2015 for a closing value of $3.3 billion in an all stock deal. Under the terms of the agreement, shareholders of Wright Medical Group will receive 1.0309 ordinary shares of Tornier in exchange for each outstanding share of Wright common stock.

Expected to close in the third quarter of 2015 for a closing value of $3.2 billion. Upon completion of the merger, shareholders of Polypore International will receive $60.50 per share in cash.

As an integrated step in this transaction, immediately prior to Asahi Kasei’s acquisition of Polypore, 3M Company (MMM) will acquire the assets of Polypore’s Separations Media segment for approximately $1.0 billion and Asahi Kasei will receive the cash proceeds from the asset sale.

Expected to close in the summer of 2015 for a closing value of $9.1 billion in a cash plus stock deal. Under the terms of the agreement, shareholders of Integrys Energy Group will receive common stock at a fixed exchange ratio of 1.128 Wisconsin Energy shares plus $18.50 in cash per Integrys share.

Expected to close in the second half of 2015 for a closing value of $17 billion. Upon completion of the merger, shareholders of Hospira will receive $90 per share in cash.

Espected to close in the first half of 2015 for a closing value of $27.4 billion in a cash plus stock deal. Under the terms of the agreement, shareholders of Lorillard will receive $50.50 in cash and 0.2909 of a share in RAI stock.

Expected to close in the second half of calendar 2015 for a closing value of $16.7 billion in a cash plus stock deal. Under the terms of the agreement, Freescale shareholders will receive $6.25 in cash and 0.3521 of an NXP ordinary share for each Freescale common share held at the close of the transaction.

Expected to close in the second or third quarter of 2015 for a closing value of $7.2 billion. Upon completion of the merger, shareholders of Pepco Holdings will receive $27.25 per share in cash.

Expected to close in the second half of 2015 for a closing value of $4.7 billion. Upon completion of the merger, shareholders of Cleco Corporation will receive $55.37 per share in cash.

Expected to close in the fourth quarter of 2015 for a closing value of $425 million in a cash plus stock deal. Under the terms of the agreement, shareholders of Bridge Capital Holdings will receive 0.8145 of a share of Western Alliance Bancorporation and $2.39 in cash for each share of Bridge common stock owned.

Expected to close in the second quarter of 2014 for a closing value of $13 billion. Upon completion of the merger, shareholders of Talisman Energy will receive $8.00 per share in cash.

Expected to close in the second quarter of 2015 in an all stock deal. Under the terms of the agreement, shareholders of Uranerz Energy will receive 0.255 commin shares of Energy Fuels.

Expected to close in the second quarter of 2015 for a closing value of $49 million. Upon completion of the merger, shareholders of State Investors Bancorp will receive $21.25 per share in cash.

Expected to close in 2015. Under the terms of the agreement, QEPM public unitholders will receive 0.3088 TLLP common units for each QEPM Common Unit held.

Expected to close in the third quarter of 2015 for a closing value of $2.5 billion in a cash plus tock deal. Under the terms of the agreement, shareholders of Susquehanna Bancshares will receive 0.253 shares of BB&T common stock and $4.05 in cash for each share of Susquehanna common stock.

Expected to close in the third quarter of 2015 for a closing value of $258 million in an all stock deal. Under the terms of the agreement, shareholders of Heritage Financial Group will receive 0.9266 shares of Renasant common stock for each share of Heritage common stock.

Expected to close in the summer of 2015 for a closing value of $7.6 billion. Upon completion of the merger, shareholders of Dresser-Rand Group will receive $83.00 per share in cash. Additional per share cash consideration of $0.55 shall be applied on the first day of each month starting March 1, 2015, until the closing occurs.

Expected to close in June 2015 for a closing value of $4.56 billion in a cash plus stock deal. Under the terms of the transaction, Exelis shareholders will receive $16.625 in cash and 0.1025 of a share of Harris common stock, for each share of Exelis common stock.

Expected to close in the third quarter of 2015 in an all stock deal. Under the terms of the agreement, Baltic Trading shareholders will receive 0.216 shares of Genco common stock for each share of Baltic Trading common stock.

Expected to close in the second quarter of 2015 for a closing value of $2.7 billion. Upon completion of the merger, shareholders of Advent Software will receive $44.25 per share in cash.

Expected to close in the second half of 2015 for a closing value of $433 million. Upon completion of the merger, shareholders of Meadowbrook Insurance Group will receive $8.65 per share in cash.

Expected to close in three to six months in an all stock deal. Under the terms of the agreement, RTI shareholders will receive 2.8315 Alcoa shares for each RTI share.

Expected to close by mid 2015 for a closing value of $21 billion. Under the terms of this agreement, shareholders of Pharmacyclics will receive $261.25 per share in cash.

Expected to close by mid-year 2015 for a closing value of $17 billion. Upon completion of the merger, shareholders of Sigma-Aldrich will receive $140 per share in cash.

Expected to close in the fourth quarter of 2015 for a losing value of $92 million in a cash or stock deal. Under the terms of the agreement, shareholders of Alliance Bancorp will be entitled to elect to receive either 0.28955 shares of WSFS common stock or $22.00 in cash for each common share of Alliance Bancorp, Inc. of Pennsylvania, subject to an overall allocation of exchanged shares into 70% common stock and 30% cash.

Expected to close in the first half of 2015 for a closing value of $927 million in a cash plus stock deal. Under the terms of the agreement, shareholders of Viasystems will receive per share consideration equal to $11.33 in cash and 0.706 shares of TTM common stock for each Viasystems share.

Expected to close in July 2015 for a closing value of $142 million in a cash or stock deal. Under the terms of the agreement, shareholders of Oneida Financial Corp can elect to receive either 0.5635 shares of Community Bank System, Inc. common stock or $20.00 in cash for each share of Oneida Financial Corp. common stock they hold, subject to an overall 60% stock and 40% cash split.

Expected to close in the third quarter of 2015 for a closing value of $4 billion. Upon completion of the merger, shareholders of Life Time Fitness will receive $72.10 per share in cash.

Expected to close in the second quarter of 2015 for a closing value of $560 million in a cash plus stock deal. Under the terms of the agreement, shareholders of Mavenir Systems will receive $11.08 per share in cash plus 0.675 of a Mitel common share.

Expected to close in the second calendar quarter of the year 2015 in an all stock deal. Under the terms of the agreement, shareholders of MeadWestvaco Corporation will receive 0.78 shares of Rock-Tenn Company.

Expected to close in the second quarter of 2015 for a closing value of $287 million in a cash plus stock deal. Under the terms of the agreement, Entropic shareholders will receive (i) $1.20 per share in cash and (ii) 0.2200 shares of MaxLinear common stock for each Entropic common share outstanding.

Expected to close in the second quarter of 2015 for a closing value of $18 billion in a cash plus stock deal. Under the terms of the agreement, shareholders of Regency Energy Partners will receive 0.4066 ETP common units and a cash payment of $0.32 for each common unit of Regency.

Expected to close in the second quarter of 2015 for a closing value of $167.09 million in an all stock deal. Under the terms of the agreement, shareholders of Hudson Valley Holding will receive 1.92 shares of Sterling Bancorp for each share of Hudson Valle Holding common stock.

Expected to close in th first half of 2015 for a closing value of $13.5 billion. Upon completion of the merger, shareholders of TRW Automotive Holdings will receive $105.60 per share in cash.

Expected to close in the second quarter of 2015 for a closing value of $1.1 billion. Upon completion of the merger, shareholders of Hyperion Therapeutics will receive $46.00 per share in cash.

Expected to close in the second quarter of 2015 for a closing value of approximately $1 billion. Upon completion of the merger, shareholders of Kofax Limited will receive $11.00 per share in cash.

Expected to close by mid-2015 for a closing value of $3.5 billion. Upon completion of the merger, shareholders of Auspex Pharmaceuticals will receive $101 per share in cash.

Expected to close in Microsemi’s fiscal third quarter ending June 28, 2015 for a closing value of $389 million. Upon completion of the merger, shareholders of Vitesse Semiconductor will receive $5.28 per share in cash.

Expected to close in the second half of HP’s Fiscal Year 2015 for a closing value of $2.7 billion. Upon completion of the merger, shareholders of Aruba Networks will receive $24.67 per share in cash.

Expected to close in the first half of 2015 for a closing value of $3.6 billion. Upon completion of the merger, shareholders of Riverbed Technology will receive $21.00 per share in cash.

Expected to close in the second half of Avago’s fiscal year ending November 1, 2015 for a closing value of $609 million. Upon completion of the merger, shareholders of Emulex Corportation will receive $8.00 per share in cash.

Expected to close in the second half of 2015 for a closing value of $2 billion. Upon completion of the merger, shareholders of Excel Trust will receive $15.85 per share in cash.

Expected to close in the first half of 2015 for a closing value of $25.4 million. Upon completion of the merger, shareholders of CMS Bancorp will receive $13.25 per share in cash.

Expected to close in the second quarter of 2015 for a closing value of $307 million. Upon completion of the merger, shareholders of Cellular Dynamics International will receive $16.5 per share in cash.

Expected to close early in the second quarter of 2015 for a closing value of $109 million in an all stock deal. Under the terms of the agreement, shareholders of Hampden Bancorp will receive 0.81 shares of Berkshire Hills common stock for each outstanding share of Hampden stock.

Expected to close in the second quarter of 2015 for a closing value of $101.3 million. Under the terms of the agreement, shareholders of Valley Financial Corporation will receive a fixed price of $20.50 for each share of Valley common stock, payable in shares of BNC common stock based upon the 20-day volume weighted average price of BNC common stock prior to the closing of the merger, subject to minimum and maximum exchange ratios. If the VWAP immediately prior to the merger is greater than or equal to $18.50 then each share of Valley common stock shall be converted into 1.1081 shares of BNC common stock. If the VWAP immediately prior to the merger is less than $14.25, then each share of Valley common stock shall be converted into 1.4386 shares of BNC common stock.

Expected to close in the first quarter of 2015 for a closing value of $363 million in a cash plus stock deal. Under the terms of the agreement, shareholders of The Bank of Kentucky Financial Corporation will receive 1.0126 shares of BB&T common stock and $9.40 of cash for each share of The Bank of Kentucky stock.

Expected to close in the third quarter of 2015 for a closing value of $1.83 billion in a cash plus stock deal. Under the terms of the agreement, shareholders of Montpelier Re Holdings will receive 0.472 shares of Endurance and $9.89 in cash.

Expected to close in the second quarter of 2015 for a closing value of $600 million. Upon completion of the merger, shareholders of Norcraft Companies will receive $25.50 per share in cash.

Expected to close late in the third quarter or early in the fourth quarter of 2015 for a closing value of approximately $160 million. Upon completion of the merger, shareholders of First Security Group will receive $2.35 per share in cash.

Expected to close in the second quarter of 2015 for a closing value of $146 million in an all stock deal. Under the terms of the agreement, shareholders of Paramount Gold and Silver will receive 0.2016 Coeur shares per Paramount shares.

In addition, Paramount stockholders will receive their pro rata share of the outstanding shares of an existing subsidiary or a newly incorporated subsidiary (“SpinCo”) of Paramount. SpinCo will hold Paramount’s interest in the Sleeper Gold, Mill Creek and Spring Valley Projects in Nevada and will be capitalized with $10 million in cash from Coeur. Upon completion of the Merger, Paramount stockholders will hold, in aggregate, a 95.1% interest in SpinCo and Coeur will hold the remaining 4.9%

Expected to close by early 2015 for a closing value of $9.2 billion in a cash plus stock deal. Under the terms of the agreement, shareholders of Family Dollar Stores will receive $59.60 in cash and $14.90 in Dollar Tree stock. The stock portion will be subject to a collar such that Family Dollar shareholders will receive 0.2484 Dollar Tree shares if the average Dollar Tree trading price during a specified period preceding closing is equal to or greater than $59.98 and 0.3036 Dollar Tree shares if this average trading price is less than or equal to $49.08. If the average trading price of Dollar Tree stock during this period is between $49.08 and $59.98, Family Dollar shareholders will receive a number of shares between 0.2484 and 0.3036 equal to $14.90 in value.

Expected to close in the second quarter of 2015 for a closing value of $261 million. Upon completion of the merger, shareholders of Courier Corporation will receive $23.00 per share in cash or 1.3756 RR Donnelley common shares.