Merger Arbitrage Mondays – Landmark Infrastructure Partners Acquired By Its General Partner At A Significant Premium

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.

July 26, 2021: Outside legal counsel of each of Magnachip Semiconductor (MX) and South Dearborn Limited received a letter from the Acting CFIUS Staff Chairperson notifying the parties that CFIUS will undertake an investigation of the Merger pursuant to Section 721(b)(2) of the DPA, which will be completed no later than September 13, 2021.

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 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 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.”

August 12, 2021: Change Healthcare (CHNG) and UnitedHealth Group (UNH) entered into a timing agreement with the DOJ pursuant to which they agreed, among other things, not to consummate the Merger before 120 days following the date on which both parties have certified substantial compliance with the Second Request unless they have received written notice from the DOJ prior to the end of such 120-day period that the DOJ has closed its investigation of the pending Merger.

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).

August 5, 2021: According to Reuters, The Canadian regulator looking into telecom company Rogers Communications’ (RCI)  planned purchase of Shaw Communications (SJR), has obtained court orders to advance its review.

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.

July 30, 2021: According to Reuters, Canadian Pacific Railway (CP) asked Kansas City Southern (KSU) shareholders to vote against a deal with Canadian National Railway (CNI) at a meeting next month.

August 10, 2021: Canadian Pacific Railway Limited (CP) submitted a superior proposal to acquire Kansas City Southern (KSU) in a stock and cash transaction representing an enterprise value of approximately USD$31 billion1, offering KCS stockholders an alternative recognizing the premium value of KCS while providing more regulatory certainty. The proposed transaction, which has the unanimous support of the CP Board of Directors, values KCS at $300 per share, representing a 34% premium2, based on the CP closing price on August 9, 2021 and KCS unaffected closing price on March 19, 2021.

August 12, 2021: Kansas City Southern (KSU) announced that its Board of Directors has unanimously determined that the unsolicited proposal received from Canadian Pacific Railway Limited (CP) on August 10, 2021 to acquire KCS in a cash and stock transaction does not constitute a “Company Superior Proposal”.

August 19, 2021: Kansas City Southern (KSU) announced that it has convened and adjourned the Special Meeting of Stockholders for KCS stockholders to vote on the previously announced definitive merger agreement with CN (CNI) and other proposals until September 3, 2021.

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.

August 25, 2021: Coherent (COHR) was notified, that its pending merger with II-VI Incorporated (IIVI) received unconditional clearance by the Federal Cartel Office in Germany.

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.

July 21, 2021: Soliton (SOLY) announced that it has received shareholder approval to be acquired by Allergan Aesthetics.

August 6, 2021: Soliton (SOLY) and AbbVie each received a request for additional information and documentary material (the “Second Request”) from the FTC in connection with the FTC’s review of the transactions contemplated by the Merger Agreement. The effect of the Second Request is to extend the waiting period imposed by the HSR Act until 30 days after the Company and AbbVie have certified substantial compliance with the Second Request, unless that period is extended voluntarily by the parties or terminated sooner by the FTC.

Expected to close in the fourth quarter of 2021 for a closing value of $518 million. Under the terms of the agreement, Misonix stockholders may elect to receive either (i) 1.6839 shares of Bioventus class A common stock or (ii) $28.00 in cash, without interest, for each share of Misonix common stock they hold.

Merger Agreement

Misonix, Inc. Investor Relations

Bioventus Inc. Investor Relations

Expected to close for a closing value of $1.2 billion. Upon completion of the merger, shareholders of Trillium Therapeutics will receive $18.50 per share in cash.

Merger Agreement

Trillium Therapeutics Inc. Investor Relations

Pfizer Inc. Investor Relations

Expected to close in the fourth quarter of 2021 for a closing value of $2.09 billion. Upon completion of the merger, shareholders of New Frontier Health Corporation will receive $12.00 per share in cash.

Merger Agreement

New Frontier Health Corporation Investor Relations

Expected to close in the first quarter of 2022 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 23, 2021: Ferro Corporation (FOE) announced that the special meeting of stockholders will be held on September 9, 2021.

July 29, 2021: Ferro Corporation (FOE) and Prince International Corporation each received a request for additional information and documentary materials from the FTC in connection with its review of the merger. The Second Request extends the waiting period imposed by the HSR Act until 30 days after the parties have substantially complied with the Second Request unless that period is extended voluntarily by the parties or terminated sooner by the FTC. Ferro has scheduled a special meeting of its shareholders, to be held on September 9, 2021, to consider and vote on the merger.

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 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 $418.26 million in a cash plus stock deal. Under the terms of the agreement, at closing, ExOne stockholders will receive total consideration of $575 million, consisting of $192 million in cash consideration and $383 million in share consideration of Desktop Metal common stock, subject to a collar mechanism on the share consideration. The share consideration component is subject to an exchange ratio adjustment if Desktop Metal’s 20-day volume weighted average price (VWAP) 3 days prior to closing is between $7.94 and $9.70. If the 20-day VWAP exceeds the higher end of that range, the exchange ratio will be fixed at 1.7522 per share, and if the 20-day VWAP goes below the lower end of that range, the exchange ratio will be fixed at 2.1416 per share. The final number of Desktop Metal shares estimated to be issued on a fully diluted basis will range between approximately 39.5 million and 48.3 million shares at closing.

Merger Agreement

The ExOne Company Investor Relations

Desktop Metal, Inc. Investor Relations

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

Update(s)

June 25, 2021: Marlin Business Services (MRLN) received the requisite regulatory non-objections to allow the Company to begin implementing the plan of liquidation of Marlin Business Bank.

July 16, 2021: The 30-day waiting period under the HSR Act expired with respect to the transactions contemplated by the Merger Agreement between Marlin Business Services (MRLN) and HPS Investment Partners.

Expected to close by the end of 2021 or early 2022 for a closing value of $4.49 billion. Upon completion of the merger, shareholders of Sanderson Farms will receive $203 per share in cash.

Merger Agreement

Sanderson Farms, 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.

August 2, 2021: S&P Global (SPGI) and IHS Markit (INFO) announced an agreement to sell IHS Markit’s Oil Price Information Services (OPIS); Coal, Metals and Mining; and PetroChem Wire businesses to News Corp in a cash transaction valued at approximately $1.150 billion. The sale is expected to be completed at the close of the merger between S&P Global and IHS Markit. The agreement marks the culmination of S&P Global and IHS Markit’s previously announced decision to explore a divestiture of these businesses and represents an important milestone on the path to regulatory approval for the merger between S&P Global and IHS Markit.

August 23, 2021: The UK Competition and Markets Authority opened a formal probe into S&P Global’s (SPGI) planned $44B acquisition of IHS Markit (INFO).

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 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 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 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 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 first quarter of 2022 for a closing value of $2 billion in a cash plus stock deal. Under the terms of the agreement, theScore shareholders will receive US$17.00 in cash and 0.2398 shares of Penn National common stock for each theScore share.

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 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 first half of 2022 for a closing value of $14.7 billion in an all stock deal. Under the terms of the agreement Five9 stockholders will receive 0.5533 shares of Class A common stock of Zoom Video Communications for each share of Five9.

Merger Agreement

Five9, Inc. Investor Relations

Zoom Video Communications, Inc. 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 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 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 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 $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 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.

Merger Agreement

PPD, Inc. Investor Relations

Thermo Fisher Scientific Inc. Investor Relations

Update(s)

April 15, 2021: The holders of a majority of the outstanding common stock of PPD entitled to vote thereon executed a written stockholder consent approving and adopting that certain Agreement and Plan of Merger by and among PPD Thermo Fisher Scientific and Powder Acquisition  and the transactions contemplated thereby.

Expected to close in the first half of 2022 for a closing value of $17.2 billion. Under the terms of the Master Transaction Agreement, MGP Class A shareholders will receive 1.366 shares of newly issued VICI stock in exchange for each Class A share of MGP.

Merger Agreement

MGM Growth Properties LLC Investor Relations

VICI Properties 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 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 toward the end of Medtronic’s current fiscal year for a closing value of $1.1 billion. Upon completion of the merger, shareholders of Intersect ENT will receive $28.25 per share in cash.

Merger Agreement

Intersect ENT Investor Relations

Medtronic plc Investor Relations

Expected to close in the first quarter of 2022 for a closing value of $542 million in an all stock deal. Under the terms of the merger agreement, Atlantic Capital shareholders will receive 0.36 shares of SouthState common stock for each outstanding share of Atlantic Capital common stock.

Merger Agreement

Atlantic Capital Bancshares, Inc. Investor Relations

SouthState Corporation 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

Update(s)

August 26, 2021: The board of trustees of Tremont Mortgage Trust (TRMT) declared a distribution of $0.17 per TRMT Common Share to the holders of the TRMT Common Shares as of the close of business on September 7, 2021, payable on or about September 29, 2021, and prior to the closing of the Merger. In connection with these distributions and pursuant to the Merger Agreement, TRMT and (RMRM) have adjusted the Merger exchange ratio from 0.52 of one RMRM common share for each issued and outstanding TRMT common share, to 0.516 of one RMRM common share for each issued and outstanding TRMT common share.

Expected to close in the first or second quarter of 2022 for a closing value of $3.5 billion in a cash plus stock deal. Under the terms of the agreement and plan of merger, Investors shareholders will receive 0.297 of a share of CFG common stock and $1.46 in cash for each share of Investors they own.

Merger Agreement

Investors Bancorp, Inc. Investor Relations

Citizens Financial Group, Inc. Investor Relations

Expected to close in the third quarter of 2021 for a closing value of $1.94 billion. Upon completion of the merger, shareholders of  Translate Bio will receive $38 per share in cash.

Merger Agreement

Translate Bio Investor Relations

Sanofi Investor Relations

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

Update(s)

August 4, 2021: New York Community Bancorp (NYCB) and Flagstar Bancorp (FBC) jointly announced that, at their respective special meetings of shareholders, they each received the necessary shareholder approval for the consummation of their planned merger.

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.

Merger Agreement

Meridian Bancorp, Inc. Investor Relations

Independent Bank Corp. Investor Relations

Update(s)

August 5, 2021: Independent Bank (INDB) and Meridian Bancorp (EBSB) received the necessary shareholder approvals for the consummation of the merger pursuant to which Independent will acquire Meridian.

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

Update(s)

August 9, 2021: Cadence Bancorporation (CADE) announced that, during a special meeting  of its shareholders, CADE shareholders voted to approve the previously announced merger agreement entered into between the Company and BancorpSouth Bank.

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 early in the fourth quarter of 2021 for a closing value of $411 million. Upon completion of the merger, shareholders of Select Interior Concepts will receive $14.50 per share in cash.

Merger Agreement

Select Interior Concepts, 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

Update(s)

April 30, 2021: Forterra (FRTA) and Quikrete Holdings each received a request for additional information and documentary material from the DOJ in connection with the DOJ’s review of the transactions contemplated by the Merger Agreement. The effect of the Second Request is to extend the waiting period imposed by the HSR Act until 30 days after the Company and Parent have substantially complied with the Second Request, unless that period is extended voluntarily by the parties or terminated sooner by the DOJ. Both parties intend to continue to work cooperatively with the DOJ in its review.

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 $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 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 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 fourth quarter of 2021 for a closing value of $2.2 billion in a cash plus stock deal. Under the terms of the agreement, Vine shareholders will receive fixed consideration of 0.2486 shares of Chesapeake common stock plus $1.20 cash per share of Vine common stock.

Merger Agreement

Vine Energy Inc. Investor Relations

Chesapeake Energy Corporation Investor Relations

Expected to close in 2021 for a closing value of $997.25 million. Upon completion of the merger, shareholders of Landmark Infrastructure Partners will receive $16.50 per share in cash.

Merger Agreement

Landmark Infrastructure Partners LP Investor Relations

Expected to close in the first half of 2022 for a closing value of $665.93 million. Upon completion of the merger, shareholders of Triple-S Management Corporation will receive $36 per share in cash.

Merger Agreement

Triple-S Management 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.

August 25, 2021: AVANGRID (AGR) and PNM Resources (PNM) announced additional support for the Stipulation agreement in the New Mexico Public Regulation Commission (NMPRC) proceeding to review the merger between the parent company of the Public Service Company of New Mexico (PNM), PNM Resources and AVANGRID.

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 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 $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 in late 2021 or early 2022 for a closing value of $7.3 billion. Upon completion of the merger, shareholders of Inovalon Holdings will receive $41.00 per share in cash.

Merger Agreement

Inovalon Holdings, 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 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.

July 29, 2021: Stockholders of Domtar Corporation (UFS) approved a proposal to adopt a business combination with Paper Excellence.

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

Update(s)

August 12, 2021: Realty Income Corporation (O) and VEREIT (VER) announced that their stockholders approved all of the proposals necessary for the closing of the previously announced merger pursuant to which Realty Income will acquire VEREIT.

Expected to close in the second half of 2021 for a closing value of $5.2 billion. Upon completion of the merger, shareholders of Cornerstone OnDemand will receive $57.50 per share in cash.

Merger Agreement

Cornerstone OnDemand, Inc. Investor Relations

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 $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

Update(s)

August 25, 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 GP Strategies Corporation (GPX) and Learning Technologies Group.

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 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 in 2021 for a closing value of $6.4 billion. Upon completion of the merger, shareholders of Medallia will receive $34.00 per share in cash.

Merger Agreement

Medallia, Inc. 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.

Merger Agreement

Stamps.com Inc. Investor Relations

Update(s)

August 18, 2021: Stamps.com (STMP) announced the expiration of the 40-day “go-shop” period under the terms of the previously announced merger agreement.

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 October 2021 for a closing value of $242.3 million. Upon completion of the merger, shareholders of IEC Electronics will receive $15.35 per share in cash.

Merger Agreement

IEC Electronics Corp. Investor Relations

Expected to close in the first quarter of 2022 for a closing value of $1.52 billion in an all stock deal. Under the terms of the agreement, Golden Nugget Online Gaming stockholders would receive a fixed ratio of 0.365 shares of New DraftKings’ Class A Common Stock for each Common Share of Golden Nugget Online Gaming they hold on the record date.

Merger Agreement

Golden Nugget Online Gaming, Inc. Investor Relations

DraftKings Inc. 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 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 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 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.

August 18, 2021: ORBCOMM (ORBC) announced that the Federal Communications Commission (FCC) has approved the transfer of control of ORBCOMM’s FCC authorizations in connection with the previously announced acquisition of ORBCOMM by GI Partners.

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

Update(s)

August 11, 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 QAD Inc. (QADA) and Thoma Bravo.

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.

July 27, 2021: WSFS Financial Corporation (WSFS) received approval from the Office of the Comptroller of the Currency (OCC) to merge with Bryn Mawr Bank Corporation (BMTC).

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 the company’s fiscal year for a closing value of $338 million. Upon completion of the merger, shareholders of The New Home Company will receive $9.00 per share in cash.

Merger Agreement

The New Home Company 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

Update(s)

August 11, 2021: The European Commission has approved, under the EU Merger Regulation, the acquisition of joint control over Cloudera (CLDR) by KKR and Clayton, Dubilier & Rice.

August 26, 2021: Cloudera (CLDR) announced that it has received shareholder approval to be acquired by Clayton, Dubilier & Rice and KKR.

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 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.

August 20, 2021: Cincinnati Bell (CBB) received all regulatory approvals required to complete the acquisition of the Company by an affiliate of Macquarie Infrastructure Partners. The completion of the proposed merger is currently expected to occur on September 7, 2021.

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

Update(s)

August 26, 2021: Stockholders of QTS Realty Trust (QTS) voted to approve the acquisition of QTS by affiliates of Blackstone Infrastructure Partners (BX).

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 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.

July 23, 2021: Proofpoint (PFPT) announced that its stockholders voted to approve the acquisition of Proofpoint by Thoma Bravo.

August 25, 2021: Proofpoint (PFPT) received all regulatory approvals required in connection with the previously announced Agreement and Plan of Merger.

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

Update(s)

August 9, 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 CAI International (CAI) and Mitsubishi HC Capital.

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

Update(s)

August 25, 2021: SharpSpring (SHSP) announced that it has received shareholder approval to be acquired by Clearlake Capital Group.

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

Update(s)

August 9, 2021: Core-Mark Holding Company (CORE) and Performance Food Group Company (PFGC) received a standard form letter from the FTC stating among other things, that, although the waiting period with respect to the HSR Act would be expiring, the FTC’s investigation of the Mergers remains open and ongoing.

August 25, 2021: Core-Mark Holding Company (CORE) announced that it has received shareholder approval to be acquired by Performance Food Group Company (PFGC).

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).

July 23, 2021: Peoples Bancorp (PEBO) announced that it has received all necessary regulatory approvals for the merger between Peoples and Premier Financial Bancorp (PFBI).

Expected to close in the fourth quarter of 2021 for a closing value of $12.7 billion. Upon completion of the merger, shareholders of Santander Consumer USA Holdings will receive $41.50 per share in cash.

Merger Agreement

Santander Consumer USA Holdings Inc. Investor Relations

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

Update(s)

August 11, 2021: The waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, expired in connection with the previously announced proposed merger between Raven Industries (RAVN) and CNH Industrial N.V. (CNHI). The closing of the Merger remains subject to certain other closing conditions, including, but not limited to, an affirmative vote of a majority of the votes cast by the holders of outstanding shares of the Company’s common stock at the Company’s shareholder meeting to be held on September 15, 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).

July 21, 2021: Starwood Capital Group announced that its affiliate Starwood Real Estate Income Trust has made a proposal to acquire Monmouth Real Estate Investment Corporation (MNR) for $19.51 per Monmouth share reduced by the termination fee owed to Equity Commonwealth (EQC) of $62.2 million or $0.63 per share.

July 22, 2021: Monmouth Real Estate Investment Corporation (MNR) announced that its Board of Directors has reaffirmed its unanimous support for the Company’s pending merger with Equity Commonwealth (EQC).

August 16, 2021: Equity Commonwealth (EQC) and Monmouth Real Estate Investment Corporation (MNR) announced that they have entered into an amendment to the definitive merger agreement between the two companies. Under the terms of the Merger Agreement, Equity Commonwealth revised its offer to pay a total value of $19.00 per share in a combination of cash and stock.  The revised offer increases the exchange ratio from 0.67x to 0.713x, representing a 6.4% premium over the previous all-stock offer. Monmouth shareholders will have the option to elect to receive, for each Monmouth common share, either (i) $19.00 of cash or (ii) 0.713 shares of EQC stock.

August 18, 2021: Starwood Real Estate Income Trust submitted an enhanced all-cash proposal to acquire Monmouth Real Estate Investment Corporation (MNR) for $19.93 per Monmouth share reduced by the termination fee owed to Equity Commonwealth of $72 million or $0.73 per share.

August 24, 2021: Monmouth Real Estate Investment Corporation (MNR) announced that its Board of Directors has reaffirmed its unanimous support for the Company’s pending merger with Equity Commonwealth (EQC).

Expected to close in the first half of 2022 for a closing value of $5.1 billion. Upon completion of the merger, shareholders of American National Group will receive $190 per share in cash.

Merger Agreement

American National Group, Inc. Investor Relations

Brookfield Asset Management Reinsurance Partners Ltd. 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 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 fourth quarter of 2021 for a closing value of $4.96 billion in an all stock deal. Under the terms of the merger agreement, each RPAI common share will be converted into 0.6230 newly issued KRG common shares.

Merger Agreement

Retail Properties of America, Inc. Investor Relations

Kite Realty Group Trust Investor Relations

Expected to close in the fourth quarter of 2021 for a closing value of $1.93 billion in an all stock deal. Under the terms of the agreement, Navios Acquisition’s shareholders will receive 0.1275 of a common unit of Navios Partners for each common share of Navios Acquisition.

Merger Agreement

Navios Maritime Acquisition Corporation Investor Relations

Navios Maritime Partners L.P. Investor Relations

Expected to close near the end of 2021 for a closing value of $3.3 billion. Upon completion of the merger, shareholders of Veoneer will receive $31.25 per share in cash.

Merger Agreement

Veoneer, Inc. Investor Relations

Magna International Inc. Investor Relations

Update(s)

August 5, 2021: Veoneer (VNE) confirmed that it has received a non-binding proposal from Qualcomm Incorporated (QCOM) to acquire all of the outstanding shares of Veoneer at a price of $37.00 per share in cash.

August 8, 2021: Veoneer (VNE) announced that it’s board of directors has determined that Qualcomm’s proposal to acquire Veoneer would reasonably be expected to result in a “Superior Proposal”, as defined under the terms of Veoneer’s merger agreement with Magna (MGA).