Merger Arbitrage Mondays – Welbilt Accepts Ali Group’s Higher Bid

Expected to close in the third quarter of 2021 for a closing value of $230.6 million. Upon completion of the merger, shareholders of Tarena International will receive $4.00 per share in cash.

Tarena International, Inc. Investor Relations

Expected to close in the second half of 2021 for a closing value of $1.4 billion. Upon completion of the merger, shareholders of MagnaChip Semiconductor will receive $29.00 per share in cash.

Merger Agreement

MagnaChip Semiconductor Corporation Investor Relations

Update(s)

May 26, 2021: Outside legal counsel of Magnachip Semiconductor Corporation (MX) and South Dearborn Limited received an e-mail from the U.S. Department of Treasury on behalf of the Staff Chairperson of the Committee on Foreign Investment in the United States. In the e-mail, the CFIUS Staff Chairperson, acting on the recommendation of CFIUS, requested that the parties file a notice concerning the Merger and thereby undergo formal CFIUS review of the Merger.

June 11, 2021: Magnachip Semiconductor Corporation (MX) confirmed receipt of an unsolicited proposal from Cornucopia Investment Partners to acquire all of the outstanding shares of Magnachip common stock for $35.00 per share in cash.

June 15, 2021: Magnachip (MX) received an order from the Treasury Department on behalf of the Committee on Foreign Investment in the United States (CFIUS) telling the company to pause its acquisition by Wise Road Capital until a government review can be completed. The Company is assessing the impact of the Interim Order and the special meeting of stockholders scheduled for June 17, 2021 is expected to be postponed.

June 16, 2021: Magnachip Semiconductor (MX) received a letter from the Korean Ministry of Trade, Industry and Energy (“MOTIE”) requesting MSK to either apply for an approval or file a report, as may be applicable, under Article 11-2 of the Act on Prevention of Divulgence and Protection of Industrial Technology concerning the Merger.

June 30, 2021: Magnachip Semiconductor’s (MX) planned sale to PE firm Wise Road was approved by China’s antitrust regulator.

Expected to close in the secod half of 2021 for a closing value of $30.6 billion in a cash plus stock deal. Under the terms of the agreement, KCS shareholders will receive $200 in cash and 1.129 shares of CN common stock for each KCS common share.

Merger Agreement

Kansas City Southern Investor Relations

Canadian National Railway Company Investor Relations

Update(s)

June 15, 2021: Canadian National Railway (CNI) and Kansas City Southern (KSU) submitted final documents requested by the Surface Transportation Board in support of approval for a voting trust.

June 23, 2021: Canadian National Railway Company (CNI) and Kansas City Southern (KSU) announced that the International Brotherhood of Boilermakers filed a letter of support for CN’s and KCS’ proposed voting trust with the Surface Transportation Board.

June 29, 2021: Canadian National Railway Company (CNI) and Kansas City Southern (KSU) announced that three local union committees representing CN and KCS employees in the United States that are affiliated with the Brotherhood of Locomotive Engineers and Trainmen have filed four letters in support of the proposed voting trust with the Surface Transportation Board. CNI and KSU also noted that the Surface Transportation Board’s comment period regarding the companies’ application for approval of a voting trust has closed, marking another key step toward the combination of the two companies.

Expected to close in the second half of 2021 for a closing value of $13.28 billion. Upon completion of the merger, shareholders of Change Healthcare will receive $25.75 per share in cash.

Merger Agreement

Change Healthcare Inc. Investor Relations

UnitedHealth Group Incorporated Investor Relations

Update(s)

March 24, 2021: Change Healthcare (CHNG) and UnitedHealth Group (UNH) each received a request for additional information and documentary materials from the DOJ in connection with the DOJ’s review of the Merger. The effect of the Second Request is to extend the waiting period imposed under the HSR Act until the 30th day after substantial compliance by the Company and UnitedHealth Group with the Second Request, unless the waiting period is terminated earlier by the DOJ or extended by the parties to the Merger.

April 14, 2021: Change Healthcare (CHNG) announced that during a special meeting its stockholders voted to approve the previously announced combination with OptumInsight, part of UnitedHealth Group (UNH).

May 6, 2021: The American Antitrust Institute (AAI) warned that UnitedHealth Group’s (UNH) planned acquisition of Change Healthcare (CHNG) could stifle competition. The nonprofit wrote in a letter to the Department of Justice (DOJ) that the deal is “likely to harm competition and consumers.”

Expected to close by the end of calendar year 2021 for a closing value of $33.43 billion in an all stock deal. Under the terms of the agreement, Xilinx stockholders will receive a fixed exchange ratio of 1.7234 shares of AMD common stock for each share of Xilinx common stock they hold.

Merger Agreement

Xilinx, Inc. Investor Relations

Advanced Micro Devices, Inc. Investor Relations

Update(s)

January 12, 2021: Xilinx (XLNX) announced that the Hart-Scott-Rodino waiting period on its acquisition by AMD has expired.

March 8, 2021: Advanced Micro Devices (AMD) and Xilinx (XLNX) announced that they have set April 7, 2021 as the date for the Special Meetings of Stockholders to vote on the proposed acquisition of Xilinx by AMD.

April 7, 2021: Advanced Micro Devices (AMD) and Xilinx (XLNX) announced that stockholders voted to approve their respective proposals relating to the pending acquisition of Xilinx by AMD.

May 26, 2021: Advanced Micro Devices (AMD) filed its planned acquisition of Xilinx (XLNX) with the European Union for review.

June 29, 2021: The U.K. Competition and Markets Authority said that it has decided not to refer Advanced Micro Devices’s (AMD) anticipated acquisition of Xilinx (XLNX) to a Phase 2 investigation.

Expected to close during the first half of 2021 for a closing value of $84.96 million. Upon completion of the merger, shareholders of Ossen Innovation will receive $5.10 in cash per American Depositary Share of the Company.

Merger Agreement

Ossen Innovation Co., Ltd. Investor Relations

Update(s)

June 16, 2021: Ossen Innovation (OSN) announced that it has entered into an Amendment to the Agreement and Plan of Merger to amend its previously announced Agreement and Plan of Merger with New Ossen Innovation Limited. The Merger Agreement provides that either the Company or Parent may terminate the Merger Agreement if the effective time of the merger has not occurred on or before June 17, 2021. Pursuant to Amendment No. 1, the parties have agreed to extend the Termination Date by three months to September 17, 2021.

July 16, 2021: Ossen Innovation (OSN) announced that it has entered into an Amendment to the Agreement and Plan of Merger with New Ossen Group Limited. Pursuant to Amendment No. 1, the parties have agreed to extend the Termination Date by three months to September 17, 2021.

Expected to close in the first half of 2022 for a closing value of $26 billion. Upon completion of the merger, shareholders of Shaw Communications will receive C$40.5 per share in cash, or $32.40 based on the 80 US cents per CAD exchange ratio.

Merger Agreement

Shaw Communications Inc. Investor Relations

Rogers Communications Inc. Investor Relations

Update(s)

May 20, 2021: Shaw Communications (SJR) announced that its shareholders have overwhelmingly voted in favour of the previously announced plan of arrangement for the proposed business combination with Rogers Communications (RCI).

Expected to close in the first half of 2021 for a closing value of $34.45 billion in an all stock deal. Under the terms of the agreement, each WTW Shareholder will receive 1.08 New Aon Ireland Shares for each WTW Share (subject to any adjustment under Section 2.1(d)(v) of the Business Combination Agreement).

Merger Agreement

Willis Towers Watson Public Limited Company Investor Relations

Aon plc Investor Relations

Update(s)

August 26, 2020: Aon (AON) and Willis Towers Watson Public Limited Company (WLTW) announced that their respective shareholders approved all of the proposals necessary to complete the previously announced combination of Aon and Willis Towers Watson. The combination, which remains subject to customary regulatory and other closing conditions, is expected to close in the first half of 2021.

December 21, 2020: Aon (AON) confirmed that the European Commission (EC) has initiated a Phase II review in connection with its combination with Willis Towers Watson Public Limited Company (WLTW).

February 18, 2021: According to Reuters, Australia’s competition regulator raised initial concerns over Aon’s (AON) bid for Willis Towers Watson (WLTW).

April 13, 2021: Europe’s antitrust regulator has extended the deadline for its review of Aon’s (AON) planned purchase of Willis Towers (WLTW) until July 27.

April 20, 2021: The US Department of Justice intervened in the proposed merger of Aon (AON) with Willis Towers Watson (WLTW), demanding divestitures in addition to those set out by the European Commission (EC).

April 23, 2021: Australia’s review of Aon’s (AON) purchase of Willis Towers (WLTW) has been delayed as the regulator needs more information from the parties.

May 12, 2021: Aon plc (AON) and Willis Towers Watson (WLTW) announced they have signed a definitive agreement to sell Willis Re and a set of Willis Towers Watson corporate risk and broking and health and benefits services to Arthur J. Gallagher & Co.. These businesses will be divested for a total consideration of approximately US$3.57B.

June 3, 2021: Aon (AON) announced that the firm has signed definitive agreements to sell its U.S. retirement business to Aquiline and its Aon Retiree Health Exchange™ business to Alight for total gross consideration of $1.4 billion. The agreements are intended to address certain questions raised by the U.S. Department of Justice in relation to the combination with respect to the markets in which these businesses are active. Aon and Willis Towers Watson (WLTW) continue to work toward obtaining regulatory approval in all relevant jurisdictions.

June 16, 2021: The U.S. Justice Department filed a lawsuit aimed at stopping Aon’s (AON) acquisition of Willis Towers Watson (WLTW) because it would reduce competition and could lead to higher prices. In response, Aon and Willis Towers Watson shared a statement stating that they disagree with the U.S. Department of Justice’s action.

June 17, 2021: According to Reuters, Senior Judge Reggie Walton, who joined the U.S. District Court for the District of Columbia in 2001, will hear the Justice Department’s lawsuit aimed at stopping insurance broker Aon’s (AON) $30 billion acquisition of Willis Towers Watson (WLTW).

July 2, 2021: According to The Wall Street Journal, Investors have ratcheted up bets on the collapse of Aon’s (AON) acquisition of rival Willis Towers Watson (WLTW), betting the Justice Department will succeed in blocking the landmark insurance brokerage deal in court.

July 9, 2021: Aon (AON) and Willis Towers Watson (WLTW) confirmed that the European Commission announced conditional approval for the proposed combination of Aon and Willis Towers Watson.

July 12, 2021: Aon (AON) received conditional approval from the European Union (EU) antitrust regulators for its bid to acquire Willis Towers Watson (WLTW).

Expected to close in the fourth quarter of 2021 for a closing value of $6.84 billion in a cash plus stock deal. Under the terms of Coherent’s merger agreement with II-VI, each share of Coherent common stock will be exchanged for $220.00 in cash and 0.91 of a share of II-VI common stock at the completion of the transaction.

Merger Agreement

Coherent, Inc. Investor Relations

II-VI Incorporated Investor Relations

Update(s)

May 12, 2021: II-VI Incorporated (IIVI) and Coherent (COHR) confirmed the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, in connection with the pending transaction.

June 24, 2021: II-VI Incorporated (IIVI) and Coherent (COHR) announced that II-VI’s shareholders and Coherent’s stockholders have each voted overwhelmingly to adopt and approve the previously announced merger agreement for II-VI to acquire Coherent.

Expected to close in the second half of 2021 for a closing value of $3.79 billion. Upon completion of the merger, shareholders of Aerojet Rocketdyne Holdings will receive $56.00 per share in cash. As part of the transaction, Aerojet Rocketdyne declared a $5.00 per share pre-closing special dividend to holders of its common shares and convertible senior notes, on an as-converted basis. The special dividend will be paid on March 24, 2021, to holders of record as of March 10, 2021. The payment of this special dividend, unless revoked, will adjust the consideration to be paid by Lockheed Martin to $51.00 per share at closing.

Aerojet Rocketdyne Holdings, Inc. Investor Relations

Lockheed Martin Corporation Investor Relations

Update(s)

February 17, 2021: According to Reuters, antitrust regulators will likely lengthen their investigation into Lockheed Martin Corp’s (LMT) proposed purchase of rocket maker Aerojet Rocketdyne Holdings (AJRD).

March 9, 2021: Aerojet Rocketdyne’s stockholders approved the merger agreement providing for the proposed acquisition of Aerojet Rocketdyne (AJRD) by Lockheed Martin Corporation (LMT).

March 24, 2021: Aerojet Rocketdyne Holdings (AJRD) announced payment of the previously-declared $5.00 per share special cash dividend to holders of its common shares. Under the terms of the acquisition agreement, Aerojet Rocketdyne’s payment of the special dividend adjusts the consideration to be paid by Lockheed Martin (LMT) at closing from $56.00 per share to $51.00 per share.

Expected to close in the fourth quarter of 2021 for a closing value of $124.7 million in an all stock deal. Under the terms of the merger agreement, shareholders of Riverview common stock will receive 0.4833 shares of Mid Penn common stock for each share of Riverview common stock they own.

Merger Agreement

Riverview Financial Corporation Investor Relations

Mid Penn Bancorp, Inc. Investor Relations

Expected to close in the third quarter of 2021 for a closing value of $53.61 million in an all stock deal. Under the terms of the transaction, each share of Chiasma common stock issued and outstanding prior to the consummation of the transaction will be exchanged for 0.396 Amryt American Depositary Shares.

Merger Agreement

Chiasma, Inc. Investor Relations

Amryt Pharma plc Investor Relations

Update(s)

June 17, 2021: The waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), expired in connection with the previously announced proposed merger between Chiasma (CHMA) and Amryt Pharma (AMYT).

Expected to close early in 2022 for a closing value of $418 million in an all stock deal. Under the terms of the agreement, shareholders of Howard Bancorp will be entitled to receive 1.8 shares of FNB common stock for each share of Howard common stock they own.

Merger Agreement

Howard Bancorp, Inc. Investor Relations

F.N.B. Corporation Investor Relations

Expected to close in the fourth quarter of 2021 for a closing value of $266 million in an all stock deal. Under the terms of the merger agreement, Bank of Commerce shareholders are entitled to receive 0.40 of a share of Columbia common stock for each share of Bank of Commerce’s stock subject to certain potential adjustments.

Bank of Commerce Holdings Investor Relations

Columbia Banking System, Inc. Investor Relations

Expected to close in the third quarter of 2021 for a closing value of $252.33 million in an all stock deal. Under the terms of the merger agreement, each TRMT common share will be converted into 0.520 of one newly issued RMRM common share.

Merger Agreement

Tremont Mortgage Trust Investor Relations

RMR Mortgage Trust Investor Relations

Expected to close in January 2022 for a closing value of $6.01 billion in an all stock deal. Under the terms of the transaction, each outstanding Class A common share of Athene will be exchanged for a fixed ratio of 1.149 shares of Apollo common stock.

Merger Agreement

Athene Holding Ltd. Investor Relations

Apollo Global Management, Inc. Investor Relations

Update(s)

June 15, 2021: Athene Holding (ATH) announced that it expects to hold its special general meeting of Shareholders to consider the merger transaction with Apollo Global Management (APO) during the fourth quarter of 2021 following Apollo’s special meeting of stockholders. The Company believes the parties have been making good progress on integration planning and structuring for post-closing financial efficiencies and that the Merger remains on track to close in early January 2022 after satisfaction of customary conditions including regulatory and shareholder approvals.

Expected to close by the end of 2021 for a closing value of $2.6 billion in an all stock deal. Under terms of the agreement, Flagstar shareholders will receive 4.0151 shares of New York Community common stock for each Flagstar share they own.

Merger Agreement

Flagstar Bancorp, Inc. Investor Relations

New York Community Bancorp Investor Relations

Expected to close in the fourth quarter of 2021 for a closing value of $303.3 million in an all stock deal. Under the terms of the agreement, shareholders of Community Bankers Trust will receive 0.3173 of United’s shares for each share of Community Bankers Trust.

Merger Agreement

Community Bankers Trust Corporation Investor Relations

United Bankshares, Inc. Investor Relations

Expected to close in the summer of 2021 for a closing value of $21 billion in an all stock deal. Under the terms of the agreement, Maxim stockholders will receive 0.630 of a share of ADI common stock for each share of Maxim common stock they hold at the closing of the transaction.

Merger Agreement

Maxim Integrated Products, Inc. Investor Relations

Analog Devices, Inc. Investor Relations

Update(s)

August 24, 2020: Analog Devices (ADI) voluntarily withdrew its pre-merger notification under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended relating to ADI’s proposed acquisition of Maxim Integrated Products (MXIM), in order to provide the Federal Trade Commission with additional time to review the proposed acquisition.

October 8, 2020: Analog Devices (ADI) and Maxim Integrated Products (MXIM) announced ADI and Maxim shareholders voted to approve their respective proposals relating to the pending combination of ADI and Maxim. The companies continue to expect that the transaction will be completed in the summer of 2021.

February 25, 2021: The European Union’s antitrust authority set a deadline of March 31 for its phase 1 review of Analog Devices’ (ADI) planned acquisition of Maxim Integrated (MXIM).

April 21, 2021: South Korea’s antitrust authority approved Analog Devices (ADI) planned purchase of Maxim Integrated (MXIM).

Expected to close for a closing value of $2.1 billion. Upon completion of the merger, shareholders of Ferro Corporation will receive $22.00 per share in cash.

Merger Agreement

Ferro Corporation Investor Relations

Update(s)

July 9, 2021: Ferro Corporation (FOE) announced that the special meeting of stockholders will be held on July 15, 2021.

Expected to close late in the fourth quarter of 2021 or early in the first quarter of 2022 for a closing value of $244.4 million in an all stock deal. Under the terms of the merger agreement, shareholders of 1st Constitution Bancorp will receive 1.3577 Lakeland shares for each 1st Constitution share.

Merger Agreement

1st Constitution Bancorp Investor Relations

Lakeland Bancorp, Inc. Investor Relations

Expected to close in the first quarter of 2022 for a closing value of $109.4 million. Upon completion of the merger, shareholders of Marlin Business Services will receive $23.50 per share in cash.

Merger Agreement

Marlin Business Services Corp. Investor Relations

Expected to close in the fourth quarter of 2021 or early in the first quarter of 2022 for a closing value of $113.36 million in an all stock deal. Under the terms of the agreement, FVCB shareholders will receive 1.1492 shares of Blue Ridge common stock for each share of FVCB common stock they own.

FVCBankcorp, Inc. Investor Relations

Blue Ridge Bankshares, Inc. Investor Relations

Expected to close in the fourth quarter of 2021 for a closing value of $314.2 million in an all stock deal. Under the terms of the agreement, Select shareholders will receive 0.408 shares of First Bancorp’s common stock for each share of Select common stock.

Merger Agreement

Select Bancorp, Inc. Investor Relations

First Bancorp Investor Relations

Expected to close in 2022 for a closing value of $2.48 billion. Upon completion of the merger, shareholders of State Auto Financial Corporation will receive $52 per share in cash.

Merger Agreement

State Auto Financial Corporation Investor Relations

Expected to close in the third quarter of 2021 for a closing value of $550 million. Upon completion of the merger, shareholder of Soliton will receive $22.60 per share in cash.

Merger Agreement

Soliton, Inc. Investor Relations

Update(s)

July 2, 2021: Following informal discussions with the staff at the Federal Trade Commission, AbbVie and Soliton (SOLY) have agreed to voluntarily provide the FTC with additional time in which to review the Merger. On July 2, 2021, AbbVie, as the acquiring party, voluntarily withdrew its pre-merger notification and report form under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. In accordance with the regulations under the HSR Act, AbbVie plans to resubmit its HSR Act filing on or before July 7, 2021, commencing a new 30-day waiting period under the HSR Act.

Expected to close in the fourth quarter of 2021 for a closing value of $394 million. Upon completion of the merger, shareholders of GP Strategies Corporation will receive $20.85 per share in cash.

Merger Agreement

GP Strategies Corporation Investor Relations

Expected to close between October and December 2021 for a closing value of $8.05 billion. Upon completion of the merger, PNM Resources shareholders will receive $50.30 in cash.

Merger Agreement

PNM Resources, Inc. Investor Relations

Update(s)

February 2, 2021: AVANGRID (AGR) confirmed that it has received clearance from the Committee on Foreign Investment in the United States (CFIUS) after the conclusion of the initial review period in relation to the proposed merger combination with PNM Resources (PNM).

February 12, 2021: PNM Resources (PNM) shareholders voted overwhelmingly to approve the merger agreement with AVANGRID (AGR) at a special shareholders meeting.

April 21, 2021: AVANGRID (AGR) announced that it has received Federal Energy Regulatory Commission (FERC) approval for its proposed PNM Resources (PNM) merger.

May 6, 2021: The Public Utility Commission of Texas (PUCT) voted to approve the unanimous stipulation and agreement among parties for the merger of PNM Resources (PNM), including its Texas utility subsidiary, Texas-New Mexico Power Company (TNMP), with AVANGRID (AGR).

May 26, 2021: PNM Resources (PNM) and AVANGRID (AGR) received approval from the sixth regulatory entity, the Nuclear Regulatory Commission (NRC), for their proposed merger.

Expected to close by the end of the year for a closing value of $20.9 billion. Upon completion of the merger, shareholders of PPD will receive $47.50 per share in cash.

PPD, Inc. Investor Relations

Thermo Fisher Scientific Inc. Investor Relations

Expected to close in the second half of 2021 for a closing value of $44 billion in an all stock deal. Under the terms of the merger agreement, each share of IHS Markit common stock will be exchanged for a fixed ratio of 0.2838 shares of S&P Global common stock.

Merger Agreement

IHS Markit Ltd. Investor Relations

S&P Global Inc. Investor Relations

Update(s)

March 10, 2021: IHS Markit (INFO) and S&P Global (SPGI) each received a request for additional information and documentary material, often referred to as a “Second Request,” from the Antitrust Division of the U.S. Department of Justice.

March 11, 2021: IHS Markit (INFO) announced that its shareholders voted overwhelmingly to approve its merger with S&P Global (SPGI).

May 13, 2021: S&P Global (SPGI) and IHS Markit (INFO) announced that following feedback from regulators, the leadership from both companies have decided to explore a divestiture of IHS Markit’s Oil Price Information Services (OPIS) business, as well as IHS Markit’s Coal, Metals and Mining business. This decision was taken to ensure the pending merger of both companies closes on a timely basis.

June 17, 2021: EU antitrust regulators set a July 20 deadline for their decision on CME Group and IHS Markit’s (INFO) proposed joint venture for over-the-counter markets.

Expected to close in the fourth quarter of 2021 for a closing value of $6.5 billion in a cash plus stock deal. Under the terms of the agreement, MKS will acquire Atotech for $16.20 in cash and 0.0552 of a share of MKS common stock for each Atotech common share.

Atotech Limited Investor Relations

MKS Instruments, Inc. Investor Relations

Expected to close in the second half of 2021 for a closing value of $1.1 billion. Upon completion of the merger, shareholder of ORBCOMM will receive $11.50 per share in cash.

Merger Agreement

ORBCOMM Inc. Investor Relations

Update(s)

May 10, 2021: ORBCOMM (ORBC) announced the expiration of the 30-day “go-shop” period under the terms of the merger agreement between ORBCOMM and GI Partners.

June 14, 2021: ORBCOMM (ORBC) announced that the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (“HSR Act”) in connection with the terms of the previously announced acquisition of ORBCOMM by GI Partners,  expired on June 14, 2021.

July 8, 2021: ORBCOMM (ORBC) announced that it has received shareholder approval to be acquired by GI Partners.

Expected to close early in the fourth quarter of 2021 for a closing value of $267 million in an all stock deal. Under the terms of the agreement, Strongbridge Shareholders will receive a fixed exchange ratio of 0.7840 Xeris Biopharma Holdings Shares for each Strongbridge Share they own. Strongbridge Shareholders will also receive 1 non-tradeable CVR for each Strongbridge Share they own, worth up to an additional $1.00 payable in cash or Xeris Biopharma Holdings Shares. The minimum payment on the CVR is zero and the maximum payment is $1.00 in cash or Xeris Biopharma Holdings Shares at Xeris Biopharma Holdings’ election.

Merger Agreement

Strongbridge Biopharma plc Investor Relations

Xeris Pharmaceuticals, Inc. Investor Relations

Expected to close in the third quarter of 2021 for a closing value of $248 million in a cash plus stock deal. Under the terms of the merger agreement, Mackinac shareholders will have the right to receive 0.22 shares of Nicolet’s common stock and $4.64 for each share of common stock of Mackinac Financial Corporation.

Merger Agreement

Mackinac Financial Corporation Investor Relations

Nicolet Bankshares, Inc. Investor Relations

Update(s)

July 16, 2021: Shareholders of Mackinac Financial Corporation (MFNC) approved the company’s merger with Nicolet Bankshares (NCBS) at a special meeting of shareholders.

Expected to close early in 2022 for a closing value of $4.8 billion. Upon completion of the merger, shareholders od Welbilt will receive $24.00 per share in cash.

Welbilt, Inc. Investor Relations

Expected to close in the fourth quarter of 2021 for a closing value of $5.12 billion in an all stock deal. Under the terms of the agreement, Sterling will merge into Webster, and Sterling’s shareholders will receive a fixed exchange ratio of 0.463 of a Webster share for each share of Sterling stock they own.

Merger Agreement

Sterling Bancorp Investor Relations

Expected to close in the third quarter of 2021 for a closing value of $240 million. Upon completion of the merger, shareholders of SharpSpring will receive $17.10 per share in cash.

Merger Agreement

SharpSpring, Inc. Investor Relations

Expected to close in the second half of 2021 for a closing value of $42.58 million. Upon completion of the merger, shareholders of Bowl America will receive $8.53 per share in cash. In addition, the merger agreement contemplates Bowl America declaring a special dividend in accordance with Maryland law following the liquidation of its securities portfolio of $0.60 per share. The payment of this special dividend is contingent upon the closing of the merger.

Merger Agreement

Bowl America Incorporated Investor Relations

Expected to close in the third quarter of 2021 for a closing value of $161.7 million. Upon completion of the merger, shareholders of MMA Capital Holdings will receive $27.77 per share in cash.

Merger Agreement

MMA Capital Holdings, Inc. Investor Relations

Expected to to close in the first half of calendar 2022 for a closing value of $2.5 billion in a cash plus stock deal. Under the terms of the transaction, Core-Mark shareholders will receive $23.875 per share in cash and 0.44 PFG shares for each Core-Mark share.

Merger Agreement

Core-Mark Holding Company, Inc. Investor Relations

Performance Food Group Company Investor Relations

Expected to close in the second half of 2021 for a closing value of $1.3 billion. Upon completion of the merger, shareholders of Lydall will receive $62.10 per share in cash.

Merger Agreement

Lydall, Inc. Investor Relations

Expected to close in the third quarter of 2021 for a closing value of $134.5 million in an all stock deal. Under the terms of the agreement, AMRB shareholders will receive a fixed exchange ratio of 0.575 shares of BMRC common stock for each share of AMRB common stock outstanding.

Merger Agreement

American River Bankshares Investor Relations

Bank of Marin Bancorp Investor Relations

Expected to close in the third quarter of 2021 for a closing value of $6.6 billion. Upon completion of the merger, shareholders of Stamps.com will receive $330 per share in cash.

Stamps.com Inc. Investor Relations

Expected to close early in the fourth quarter of 2021 for a closing value of $220 million. Upon completion of the merger, shareholders of J. Alexander’s Holdings will receive $14.00 per share in cash.

Merger Agreement

J. Alexander’s Holdings, Inc. Investor Relations

Expected to close by the end of this calendar year for a closing value of $19.7 billion. Upon completion of the merger, shareholders of Nuance Communications will receive $56.00 per share in cash.

Merger Agreement

Nuance Communications, Inc. Investor Relations

Microsoft Corp Investor Relations

Update(s)

June 1, 2021: The HSR Waiting Period applicable to the consummation of the Merger between Nuance Communications (NUAN) and Microsoft (MSFT) expired on June 1, 2021.

June 15, 2021: Nuance Communications (NUAN) announced that it has received shareholder approval to be acquired by Microsoft (MSFT).

Expected to close in the fourth quarter of 2021 for a closing value of $933.5 million in an all stock deal. Under the terms of the agreement, Alta shareholders are to receive 0.7971 shares of Glacier stock for each Alta share.

Merger Agreement

Altabancorp Investor Relations

Glacier Bancorp, Inc. Investor Relations

Expected to close in late 2021 or early 2022 for a closing value of $2.86 billion in an all stock deal. Under the terms of the agreement, First Midwest stockholders will receive 1.1336 shares of Old National common stock for each share of First Midwest common stock they own.

Merger Agreement

First Midwest Bancorp Investor Relations

Old National Bancorp Investor Relations

Expected to close in the third quarter of 2021 for a closing value of $292.3 million in an all stock deal. Under the terms of the agreement, shareholders of Premier will receive 0.58 shares of Peoples common stock for each share of Premier common stock, and the Merger is expected to qualify as a tax-free reorganization for Premier shareholders.

Merger Agreement

Premier Financial Bancorp, Inc. Investor Relations

Peoples Bancorp Inc. Investor Relations

Update(s)

July 1, 2021: Premier Financial Bancorp (PFBI) announced that it has received shareholder approval to be acquired by an affiliate of Peoples Bancorp (PEBO).

Expected to close in the third quarter of 2021 for a closing value of $235 million in an all stock deal. Under the terms of the agreement, holders of Pacific Mercantile common stock will receive 0.5 shares of Banc of California common stock for each share of Pacific Mercantile common stock they own.

Merger Agreement

Pacific Mercantile Bancorp Investor Relations

Banc of California, Inc. Investor Relations

Update(s)

June 24, 2021: Pacific Mercantile Bancorp (PMBC) announced that it has received shareholder approval to be acquired by Banc of California (BANC).

Expected to close in the fourth quarter of 2021 for a closing value of $2.1 billion. Upon completion of the merger, shareholders of Raven Industries will receive $58 per share in cash.

Merger Agreement

Raven Industries, Inc. Investor Relations

CNH Industrial N.V. Investor Relations

Expected to close in the third quarter of 2021 for a closing value of $146 million in a cash plus stock deal. Under the terms of the definitive agreement holders of Severn common stock will have the right to receive 0.6207 shares of Shore common stock and $1.59 in cash for each share of Severn common stock they own.

Merger Agreement

Severn Bancorp, Inc. Investor Relations

Shore Bancshares, Inc. Investor Relations

Expected to close in the third quarter of 2021 for a closing value of $440 million. Upon completion of the merger, shareholders of Kindred Biosciences will receive $9.25 per share in cash.

Merger Agreement

Kindred Biosciences, Inc. Investor Relations

Elanco Animal Health Incorporated Investor Relations

Expected to close in the fourth quarter of 2021 for a closing value of $2.7 billion in an all stock deal. Under the terms of the agreement, Cadence shareholders will receive 0.70 shares of BXS for each share of CADE they own. Additionally, the agreement allows for a one-time special cash dividend to CADE shareholders of $1.25 per share in conjunction with the closing of the merger.

Cadence Bancorporation Investor Relations

BancorpSouth Bank Investor Relations

Expected to close in the first half of 2021 for a closing value of $2.42 billion in an all stock deal. Under the terms of the agreement, CIT stockholders will receive 0.0620 shares of First Citizens class A common stock for each share of CIT common stock they own.

Merger Agreement

CIT Group Inc. Investor Relations

First Citizens BancShares, Inc. Investor Relations

Update(s)

July 14, 2021: First Citizens BancShares (FCNCA) and CIT Group (CIT) jointly announced that the proposal to merge the two companies has received regulatory approval from the Federal Deposit Insurance Corporation.

Expected to close in the second half of 2021 for a closing value of $3.02 billion. Upon completion of the merger, shareholders of Domtar Corporation will receive $55.50 per share in cash.

Merger Agreement

Domtar Corporation Investor Relations

Update(s)

July 8, 2021: Domtar Corporation (UFS) announced that the special meeting of stockholders will be held on July 29, 2021.

Expected to close in the second quarter of Salesforce’s fiscal year 2022 for a closing value of $27.7 billion in a cash plus stock deal. Under the terms of the agreement, Slack shareholders will receive $26.79 in cash and 0.0776 shares of Salesforce common stock for each Slack share.

Merger Agreement

Slack Technologies, Inc. Investor Relations

salesforce.com, inc. Investor Relations

Update(s)

February 16, 2021: Pursuant to the HSR Act, Slack Technologies (WORK) and Salesforce (CRM) each received a request for additional information and documentary material, often referred to as a “Second Request,” from the Antitrust Division of the Department of Justice.

March 11, 2021: Australian antitrust regulators announced that they have started an informal review of Salesforce’s (CRM) planned takeover of Slack (WORK).

June 29, 2021: According to Bloomberg, Salesforce.com (CRM) wrapped up an $8 billion bond sale on Tuesday to fund its $27.7 billion acquisition of Slack Technologies (WORK).

Expected to close in the second half of 2021 in a going-private transaction for a closing value of $3.63 billion. Upon completion of the merger, shareholders of 51job will receive $79.05 per share in cash.

51job, Inc Investor Relations

Expected to close in the fourth quarter of 2021 for a closing value of $17.66 billion in an all stock deal. Under the terms of the agreement, VEREIT shareholders will receive 0.705 shares of Realty Income stock for every share of VEREIT stock they own.

Merger Agreement

VEREIT, Inc. Investor Relations

Realty Income Corporation Investor Relations

Expected to close in the second half of 2021 for a closing value of $5.3 billion. Upon completion of the merger, shareholders of Cloudera will receive $16.00 per share in cash.

Merger Agreement

Cloudera, Inc. Investor Relations

Expected to close in the second half of 2021 for a closing value of $1.5 billion. Upon completion of the merger, shareholders of Sportsman’s Warehouse Holdings will receive $18.00 per share in cash.

Merger Agreement

Sportsman’s Warehouse Holdings, Inc. Investor Relations

Update(s)

February 16, 2021: Sportsman’s Warehouse Holdings (SPWH) announced that the special meeting of its stockholders will be held on March 23, 2020.

March 23, 2021: Shareholders of Sportsman’s Warehouse Holdings (SPWH) approved the company’s merger with The Great American Outdoors Group at a special meeting of shareholders.

Expected to close in the fourth quarter of 2021 for a closing value of $1.15 billion in an all stock deal. Under the terms of the agreement, each Meridian stockholder will receive 0.2750 of a share of Independent common stock for each share of Meridian common stock.

Meridian Bancorp, Inc. Investor Relations

Independent Bank Corp. Investor Relations

Expected to close in the fourth quarter of 2021 for a closing value of $642 million. Upon completion of the merger, shareholders of Century Bancorp will receive $115.28 per share in cash.

Merger Agreement

Century Bancorp, Inc. Investor Relations

Eastern Bankshares, Inc. Investor Relations

Expected to close in the fourth quarter of 2021 for a closing value of $5.35 billion. Upon completion of the merger, shareholders of Covanta will receive $20.25 per share in cash.

Covanta Holding Corporation Investor Relations

Expected to close during the second half of 2021 for a closing value of $2.3 billion in an all stock deal. Under the terms of the agreement, New Senior shareholders will receive 0.1561 shares of newly issued Ventas stock per share of New Senior common stock.

New Senior Investment Group Inc. Investor Relations

Ventas, Inc. Investor Relations

Expected to close in the fourth quarter of 2021 for a closing value of $2.74 billion. Upon completion of the merger, shareholders of Forterra will receive $24.00 per share in cash.

Merger Agreement

Forterra, Inc. Investor Relations

Expected to close in the third quarter of 2021 for a closing value of $12.3 billion. Upon completion of the merger, shareholders of Proofpoint will receive $176.00 per share in cash.

Merger Agreement

Proofpoint, Inc. Investor Relations

Update(s)

June 9, 2021: Proofpoint (PFPT) announced the expiration of the 45-day “go-shop” period under the terms of the previously announced definitive agreement with Thoma Bravo.

June 14, 2021: Proofpoint (PFPT) announced that the special meeting of stockholders will be held virtually via the Internet on July 23, 2021.

June 14, 2021: The HSR Waiting Period applicable to the consummation of the Merger between Proofpoint (PFPT) and Thoma Bravo expired on June 14, 2021.

Expected to close in the first half of 2021 for a closing value of $2.9 billion. Upon completion of the merger, shareholders of Cincinnati Bell will receive $15.50 per share in cash.

Merger Agreement

Cincinnati Bell Inc. Investor Relations

Update(s)

April 21, 2020: Leigh Fox, CEO of Cincinnati Bell (CBB) said the coronavirus epidemic has not had any impact on its acquisition by Macquarie Infrastructure Partners. The next step is a May 7 proxy meeting with shareholders, during which they will vote on whether they approve the acquisition. If that vote passes, the acquisition has to go through the federal regulatory process, which will take place over the following months.

May 7, 2020: Cincinnati Bell (CBB) announced that its shareholders approved all proposals related to its agreement to be acquired by a controlled subsidiary of Macquarie Infrastructure Partners.

June 17, 2021: Cincinnati Bell (CBB) received all regulatory approvals required to complete the acquisition of the Company by an affiliate of Macquarie Infrastructure Partners, other than approval by the California Public Utilities Commission. The proposed merger is now expected to close during the third quarter of 2021.

Expected to close in the second half of 2021 for a closing value of $2.32 billion. Upon completion of the merger, shareholders of U.S. Concrete will receive $74.00 per share in cash.

Merger Agreement

U.S. Concrete, Inc. Investor Relations

Vulcan Materials Company Investor Relations

Expected to close in the first quarter of 2022 for a closing value of $517 million in an all stock deal. Under the terms of the agreement, shareholders of Reliant Bancorp will receive 0.9842 shares of United common stock for each share of Reliant common stock outstanding.

Merger Agreement

Reliant Bancorp, Inc. Investor Relations

United Community Banks, Inc. Investor Relations

Expected to close in the second half of 2021 for a closing value of $2.2 billion. Upon completion of the merger, shareholders of Sykes Enterprises will receive $54.00 per share in cash.

Merger Agreement

Sykes Enterprises, Incorporated Investor Relations

Expected to close in the second half of 2021 for a closing value of $332 million. Upon completion of the merger, shareholders of Alaska Communications will receive $3.40 per share in cash.

Merger Agreement

Alaska Communications Systems Group, Inc. Investor Relations

ATN International, Inc. Investor Relations

Update(s)

March 12, 2021: Shareholders of Alaska Communications Systems Group (ALSK) approved the company’s merger with ATN International (ATNI) at a special meeting of shareholders.

Expected to close in the fourth quarter of 2021 for a closing value of $7.6 billion in an all stock deal. Under the terms of the agreement, People’s United shareholders will receive 0.118 of a share of M&T common stock for each People’s United share they own.

Merger Agreement

M&T Bank Corporation Investor Relations

People’s United Financial, Inc. Investor Relations

Update(s)

May 26, 2021: M&T Bank Corporation (MTB) and People’s United Financial (PBCT) announced that they each received the necessary shareholder approvals for the consummation of the merger of People’s United into M&T.

Expected to close in the fourth quarter of 2021 for a closing value of $7 billion. Upon completion of the merger, shareholders of W. R. Grace will receive $70.00 per share in cash.

Merger Agreement

W. R. Grace & Co. Investor Relations

Expected to close in the second half of 2021 for a closing value of $2.2 billion. Upon completion of the merger, shareholders of Magellan Health will receive $95 per share in cash.

Merger Agreement

Magellan Health, Inc. Investor Relations

Centene Corporation Investor Relations

Update(s)

March 31, 2021: Shareholders of Magellan Health (MGLN) approved the company’s merger with Centene Corporation (CNC) at a special meeting of shareholders.

Expected to close in the third quarter of 2021 for a closing value of $585 million in a ‘go-private’ transaction. Upon completion of the merger, shareholders of Iconix Brand Group will receive $3.15 per share in cash.

Merger Agreement

Iconix Brand Group, Inc. Investor Relations

Expected to close in the fourth quarter of 2021 for a closing value of $2.9 billion. Upon completion of the merger, shareholders of CAI International will receive $56.00 per share in cash.

Merger Agreement

CAI International, Inc. Investor Relations

Expected to close in the third quarter of 2021 for a closing value of $2.36 billion. Upon completion of the merger, shareholders of Fly Leasing will receive $17.05 per share in cash.

Merger Agreement

Fly Leasing Limited Investor Relations

Update(s)

June 10, 2021: Fly Leasing Limited (FLY) announced that it has received shareholder approval to be acquired by an affiliate of Carlyle Aviation Partners.

Expected to close in the second half of 2021 for a closing value of $10 billion. Upon completion of the merger, shareholders of QTS Realty Trust will receive $78.00 per share in cash.

Merger Agreement

QTS Realty Trust, Inc. Investor Relations

The Blackstone Group Inc. Investor Relations

Expected to close in the fourth quarter of 2021 for a closing value of $2.4 billion. Upon completion of the merger, shareholders of Talend will receive $66 per share in cash.

Merger Agreement

Talend S.A. Investor Relations

Update(s)

April 1, 2021: Thoma Bravo and Talend (TLND) announced the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, for Thoma Bravo’s tender offer for Talend.

April 10, 2021: Talend (TLND) announced the expiration of the 30-day “go-shop” period as of April 10, 2021 under the terms of the memorandum of understanding between Talend and Thoma Bravo.

Expected to close during the second half of 2021 for a closing value of $6.12 billion in a cash plus stock deal. Under the terms of the merger agreement, each Weingarten common share will be converted into 1.408 newly issued shares of Kimco common stock plus $2.89 in cash.

Merger Agreement

Weingarten Realty Investors Investor Relations

Kimco Realty Corporation Investor Relations

Expected to close in the third quarter of 2021 for a closing value of $586 million. Upon completion of the merger, shareholders of ProSight Global will receive $12.85 per share in cash.

ProSight Global, Inc. Investor Relations

Expected to close in the third quarter of 2021 for a closing value of $397.7 million in an all stock deal. Under the terms of the agreement, each holder of FCBP common stock will receive 0.6603 shares of EFSC common stock for each FCBP common share held.

Merger Agreement

First Choice Bancorp Investor Relations

Enterprise Financial Services Corp Investor Relations

Expected to close in the fourth quarter of 2021 for a closing value of $2 billion. Upon completion of the merger, shareholders of QAD will receive $87.50 per share in cash.

QAD Inc. Investor Relations

Expected to close in the third quarter of 2021 for a closing value of $39 billion in a cash plus stock deal. Under the terms of the agreement, Alexion shareholders will receive $60 in cash and 2.1243 new AstraZeneca ADSs listed on the Nasdaq exchange for each of their Alexion shares.

Merger Agreement

AstraZeneca Investor Relations

Update(s)

April 16, 2021: AstraZeneca’s (AZN) proposed acquisition of Alexion Pharmaceuticals (ALXN) cleared US Federal Trade Commission review. This follows the conclusion of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act.

May 11, 2021: Alexion Pharmaceuticals (ALXN) announced that its shareholders have voted to adopt and approve the previously announced agreement to be acquired by AstraZeneca (AZN) at a special meeting of shareholders.

May 24, 2021: The proposed acquisition of Alexion (ALXN) by AstraZeneca (AZN) achieved competition clearance in Japan.

July 6, 2021: The EU gave the green light to AstraZeneca’s (AZN) takeover of rare disease specialist Alexion (ALXN).

July 14, 2021: The UK Competition and Markets Authority cleared AstraZeneca’s (AZN) proposed acquisition of Alexion Pharmaceuticals (ALXN). As a result, the acquisition is expected to close on 21 July 2021.

Expected to close in the third quarter of 2021 for a closing value of $2.8 billion. Upon completion of the merger, shareholders of At Home will receive $36.00 per share in cash.

Merger Agreement

At Home Group Inc. Investor Relations

Update(s)

June 15, 2021: At Home Group (HOME) announced that due to the pending merger transaction with funds affiliated with Hellman & Friedman, the Company will postpone its 2021 Annual Meeting of Stockholders. The Annual Meeting, which was scheduled to be held on June 16, 2021, will be held in the event the H&F transaction is not approved or otherwise does not occur, in which case a new date for the Annual Meeting will be announced.

June 14, 2021: At Home Group (HOME) announced the expiration of the 40-day “go-shop” period under the terms of the previously announced merger agreement with Hellman & Friedman. The waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 also expired on June 14, 2021.

June 16, 2021: At Home Group Inc. (HOME) and funds affiliated with Hellman & Friedman (H&F) announced that they have entered into an amended and restated merger agreement under which H&F will acquire all outstanding shares of At Home for $37.00 per share in cash.

Expected to close in the fourth quarter of 2021 for a closing value of $124 million in a cash or stock deal. Under the terms of the agreement, each shareholder of Cortland may elect to receive either $28.00 per share in cash or 1.75 shares of Farmers’ common stock, subject to an overall limitation of 75% of the shares being exchanged for Farmers shares and 25% for cash.

Merger Agreement

Cortland Bancorp Inc. Investor Relations

Farmers National Banc Corp. Investor Relations

Expected to close in the third quarter of 2021 for a closing value of $2.6 billion in an all stock deal. Under the terms of the definitive merger agreement, Extraction shareholders will receive a fixed exchange ratio of 1.1711 shares of Bonanza Creek common shares for each share of Extraction common stock owned on the closing date.

Expected to close in the fourth quarter of 2020 for a closing value of $2.19 billion. Upon completion of the merger, shareholders of SOGO American Depositary Share will be converted into the right to receive $8.95 net cash per share ($9.00 merger consideration less $0.05 ADS cancellation fee).

Merger Agreement

Sogou Inc. Investor Relations

Update(s)

December 1, 2020: Sogou (SOGO) and Tencent Mobility Limited entered into an amendment to Agreement and Plan of Merger, pursuant to which the termination date under the Merger Agreement is extended from March 29, 2021 to July 31, 2021.

July 13, 2021: According to Reuters, China’s antitrust regulator unconditionally approved on Tencent Holdings plan to take Sogou (SOGO) private.

Expected to close by mid-2021 for a closing value of $7.2 billion in an all stock deal. Under the terms of the agreement, Enable common unitholders will receive 0.8595 ET common units for each Enable common unit.

Merger Agreement

Enable Midstream Partners, LP Investor Relations

Energy Transfer LP Investor Relations

Update(s)

April 12, 2021: Energy Transfer (ET) re-filed its HSR Notification after voluntarily withdrawing it on April 8, 2021.

May 12, 2021: Shareholders of Enable Midstream Partners (ENBL) approved the company’s merger with Energy Transfer (ET) at a special meeting of shareholders.

May 12, 2021: Enable Midstream Partners (ENBL) and Energy Transfer (ET) each received a request for additional information and documentary material from the FTC in connection with the FTC’s review of the transactions contemplated by the Merger Agreement.

Expected to close by the end of the third quarter of 2021 for a closing value of $1.8 billion in a cash plus stock deal. Under the terms of the agreement, Knoll shareholders will receive $11.00 in cash and 0.32 shares of Herman Miller common stock for each share of Knoll common stock they own.

Merger Agreement

Knoll Inc. Investor Relations

Herman Miller, Inc. Investor Relations

Update(s)

June 2, 2021: The HSR Waiting Period applicable to the consummation of the Merger between Knoll (KNL) and Herman Miller (MLHR) expired on June 2, 2021.

July 14, 2021: Herman Miller (MLHR) and Knoll (KNL) announced that, at their respective special meetings, their shareholders overwhelmingly approved their respective proposals required in order to consummate the pending acquisition of Knoll by Herman Miller.

Expected to close in the fourth quarter of 2021 for a closing value of $976.4 million in an all stock deal. Under the terms of the agreement, stockholders of Bryn Mawr will receive 0.90 of a share of WSFS common stock for each share of Bryn Mawr common stock.

Merger Agreement

Bryn Mawr Bank Corporation Investor Relations

WSFS Financial Corporation Investor Relations

Update(s)

June 10, 2021: WSFS Financial Corporation (WSFS) and Bryn Mawr Bank Corporation (BMTC), jointly announced that their respective stockholders approved the previously announced merger of BMTC into WSFS at a special meeting of stockholders for each company.

Expected to close in the fourth quarter of 2021 for a closing value of $219 million in a cash or stock deal. Under the terms of the merger agreement, County shareholders have the right to receive for each share of County common stock, at the election of each holder and subject to proration, either cash of $37.18 per share of County common stock or 0.48 shares of Nicolet common stock. County shareholder elections will be prorated to ensure the total consideration will consist of approximately 20% cash and approximately 80% Nicolet common stock.

Merger Agreement

County Bancorp, Inc. Investor Relations

Nicolet Bankshares, Inc. Investor Relations

Expected to close in the fourth quarter of 2021 for a closing value of $8.59 billion in an all stock deal. Under the terms of the agreement, Cimarex shareholders will receive 4.0146 shares of Cabot common stock for each share of Cimarex common stock owned.

Merger Agreement

Cimarex Energy Investor Relations

Cabot Oil & Gas Corporation Investor Relations

Expected to close in the third quarter of 2021 for a closing value of $6.5 billion. Under the terms of the agreement, BPY unitholders will have the ability to elect to receive, per BPY unit, $18.17 in cash, 0.3979 of a Brookfield class A limited voting share , or 0.7268 of a BPY preferred unit with a liquidation preference of $25.00 per unit. Pro-ration will be based on a maximum cash consideration of approximately 50% of the total value of the BPY units ($3.27 billion in total cash payable to public unitholders), a maximum amount of Brookfield Shares equal to approximately 42% of the total value of the BPY units (59.3 million Brookfield Shares payable to public unitholders), and a maximum amount of BPY preferred units with a liquidation value of approximately 8% of the total value of the BPY units ($500 million in liquidation preference of BPY preferred units payable to public unitholders). If public unitholders collectively elect to receive in excess of $500 million in liquidation preference of BPY preferred units, the amount of BPY preferred units can increase to a maximum of $1.0 billion in liquidation preference, offset against the maximum amount of Brookfield Shares. The maximum amount of cash consideration would not be affected.

Brookfield Property Partners L.P. Investor Relations

Brookfield Asset Management Inc. Investor Relations

Update(s)

May 27, 2021: Brookfield Property Partners (BPY) announced that the record date for its upcoming special meeting of unitholders to consider Brookfield Asset Management’s (BAM) acquisition of all of the limited partnership units of BPY will be June 8, 2021. The special meeting is expected to take place on July 16, 2021.

July 16, 2021: Brookfield Property Partners (BPY) announced that it has received unitholder approval for Brookfield Asset Management’s (BAM) acquisition of all of the limited partnership units of BPY. It is expected that the closing of the transaction will occur prior to the end of July 2021.

Expected to close during the second half of 2021 for a closing value of $3.4 billion in an all stock deal. Under the terms of the agreement, Monmouth shareholders will receive 0.67 shares of Equity Commonwealth stock for every share of Monmouth stock they own. The merger agreement provides for Monmouth to declare and pay one additional regular quarterly common stock dividend of $0.18 per share without Equity Commonwealth paying a corresponding common dividend to its shareholders.

Merger Agreement

Monmouth Real Estate Investment Corporation Investor Relations

Equity Commonwealth Investor Relations

Update(s)

July 13, 2021: Monmouth Real Estate Investment Corporation (MNR) announced that it received an unsolicited acquisition proposal from a large private investment firm primarily focused on global real estate that participated in the strategic alternatives review process undertaken by Monmouth’s Board of Directors earlier this year and made a proposal to acquire Monmouth as part of that process. Under the terms of its new proposal, the investment firm is proposing to acquire 100% of the outstanding equity of Monmouth for net cash consideration of approximately $18.70 per share of Monmouth Common Stock, reflecting a stated per share purchase price of $19.51 per share, reduced by (i) the termination fee payable by Monmouth to Equity Commonwealth, or EQC, of approximately $62.2 million, or $0.63 per share, if Monmouth terminates the merger agreement it previously entered into with EQC in accordance with its terms to accept the new proposal and (ii) the $0.18 per share dividend on Monmouth’s common stock previously declared by Monmouth’s Board of Directors on July 1, 2021 and payable on or about September 15, 2021.

July 16, 2021: Monmouth Real Estate Investment Corporation (MNR) announced that it received an amendment to the unsolicited acquisition proposal it previously received on July 8, 2021. The amendment to the proposal reflects an increase of $0.18 per share in the consideration that would be paid for each share of Monmouth Common Stock, resulting in a net cash consideration of $18.88 per share, reflecting a stated purchase price of $19.51 per share reduced by the termination fee of approximately $62.2 million, or $0.63 per share, if Monmouth terminates the merger agreement it previously entered into with Equity Commonwealth (EQC).