Merger Arbitrage Mondays – Zendesk Shareholders Unhappy About Momentive Deal

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.

Merger Agreement

Tarena International, Inc. Investor Relations

Update(s)

September 30, 2021: Tarena International (TEDU) announced that it has delivered a written notice to Kidedu Holdings Limited, of the Company’s intention to terminate the Agreement and Plan of Merger.

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.

August 30, 2021: Magnachip Semiconductor (MX) said that the Committee on Foreign Investment in the U.S. (CFIUS) has identified national security risks with the sale to Wise Road and the deal is expected be referred to the President Biden for his decision.

September 10, 2021: Magnachip Semiconductor Corporation (MX) announced that through outside legal counsel, asked CFIUS to permit them to withdraw and re-file their June 11, 2021 notice concerning the Merger, in order to permit further discussion with CFIUS concerning potential options for permanently mitigating risks to the national security that have been identified by CFIUS.

October 28, 2021: The Acting CFIUS Staff Chairperson notified Magnachip Semiconductor Corporation (MX) and South Dearborn Limited that CFIUS is undertaking an investigation of the Merger pursuant to Section 721(b)(2) of the Defense Production Act of 1950, as amended, which will be completed no later than December 13, 2021. There can be no assurance that the Company and Parent will develop or agree to any proposals that would result in CFIUS clearance.

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 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 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 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.

September 29, 2021: According to Reuters, a Canadian regulator asked for information from the public on telecom company Rogers Communications’s (RCI) planned purchase of Shaw Communications (SJR) to check for competition concerns.

October 21, 2021: Rogers announced that John A. MacDonald has assumed the role of Chairman of the Board of Directors of Rogers Communications (RCI) after Edward Rogers was moved from the role.

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

Update(s)

October 28, 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 The ExOne Company (XONE) and Desktop Metal (DM).

Expected to close in the second half 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 $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 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

Update(s)

October 21, 2021: Sanderson Farms (SAFM) announced that its stockholders approved the previously announced agreement for a joint venture between Cargill and Continental Grain to acquire Sanderson Farms for $203 per share in cash.

October 27, 2021: Sanderson Farms (SAFM) has received regulatory approvals from each of the Ministry of Commerce of the People’s Republic of China and the Federal Economic Competition Commission of Mexico in connection with the transactions contemplated by the Agreement and Plan of Merger.

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 $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 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 2022 for a closing value of $3.87 billion. Upon completion of the merger, shareholders of Veoneer will receive $37.00 per share in cash.

Merger Agreement

Veoneer, Inc. Investor Relations

QUALCOMM Incorporated 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

Update(s)

September 7, 2021: Intersect ENT (XENT) announced that the special meeting of stockholders will be held virtually on October 8, 2021.

September 22, 2021: Intersect ENT (XENT) and Medtronic (MDT) each received a request for additional information and documentary materials from the FTC in connection with the FTC’s review of the Merger. The effect of the Second Request is to extend the waiting period imposed by the HSR Act until 30 days after Intersect ENT and Medtronic have substantially complied with the Second Request, unless that period is extended voluntarily by the parties or terminated sooner by the FTC. Both parties intend to continue to work cooperatively with the FTC in its review.

October 8, 2021: Intersect ENT (XENT) announced that it has received shareholder approval to be acquired by Medtronic (MDT).

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.

September 9, 2021: Ferro Corporation (FOE) announced that its shareholders voted overwhelmingly to approve its acquisition by an affiliate of Prince International Corporation.

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 $10.8 billion. Upon completion of the merger, shareholders of Acceleron Pharma will receive $180 per share in cash.

Merger Agreement

Acceleron Pharma Inc. Investor Relations

Merck & Co., Inc. Investor Relations

Update(s)

October 21, 2021: According to Bloomberg, Bristol-Myers Squibb (BMY) is planning to tender its shares in Acceleron Pharma (XLRN) after Merck (MRK) agreed to buy the biotechnology company.

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).

October 19, 2021: According to Reuters, IHS Markit (INFO) and S&P Global (SPGI) will offer remedies to quell the UK competition regulator’s concerns that the $44 billion merger between the companies could curb competition in the country.

October 22, 2021: S&P Global (SPGI) and IHS Markit (INFO) announced that they have received a conditional Phase 1 approval for their $44 billion merger from the European Commission (EC), marking another significant step toward the combination of these highly complementary companies.

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 an all stock deal. Under the terms of the agreement, GWB shareholders will receive .8425 shares of FIBK Class A common stock for each GWB share they own.

Great Western Bancorp, Inc. Investor Relations

First Interstate BancSystem, 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 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 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

Update(s)

October 12, 2021: Pfizer (PFE) voluntarily withdrew its HSR Act filing, and expects to re-file such form on or about October 14, 2021, restarting the 30-day waiting period. The withdrawal and re-filing are procedural steps to provide the Federal Trade Commission with an additional 30 days to complete its review of the proposed Arrangement with Trillium Therapeutics (TRIL). The waiting period with respect to the notification and report forms under the HSR Act is scheduled to expire on or about November 15, 2021, unless extended or earlier terminated.

October 27, 2021: Trillium Therapeutics (TRIL) announced that it has received a final order from the Supreme Court of British Columbia approving the previously announced plan of arrangement with PF Argentum, a wholly-owned, indirect subsidiary of Pfizer (PFE).

Expected to close in the secon calendat quarter of 2022 for a closing value of $12.34 billion. Under the terms of the agreement, AspenTech shareholders will receive approximately $87 per share in cash and 0.42 shares of common stock of the new AspenTech, a newly formed company, for each share of AspenTech common stock they own, which implies total consideration of approximately $160 per AspenTech share. We have added this as a special conditions deal since the stock portion of the transaction will be determined only after the new company is formed.

Merger Agreement

Aspen Technology, Inc. Investor Relations

Emerson Electric Co. 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 in 2022 for a closing value of $1.1 billion in a cash plus stock deal. Under the terms of the agreement, TriState Capital common stockholders will receive $6.00 cash and 0.25 Raymond James shares for each share of TriState Capital common stock.

TriState Capital Holdings, Inc. Investor Relations

Raymond James Financial, Inc. Investor Relations

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 first quarter of 2021 for a closing value of $1.8 billion in an all stock deal. Under the terms of the agreement, OMP unitholders will receive 0.87 units of Crestwood common units for each unit of OMP owned.

Oasis Midstream Partners LP Investor Relations

Crestwood Equity Partners LP 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.

September 30, 2021: First Citizens BancShares (FCNCA) and CIT Group (CIT) jointly announced that the two companies have agreed to extend the merger agreement from October 15, 2021, to March 1, 2022.

Expected to close by the end of the first half of 2022 for a closing value of $2.5 billion. Upon completion of the merger, shareholders of Kraton Corporation will receive $46.50 per share in cash.

Merger Agreement

Kraton Corporation Investor Relations

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 $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 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 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 by the end of 2021 for a closing value of $399.11 million. Upon completion of the merger, shareholders of Itamar Medical will receive $31.00 per share in cash.

Merger Agreement

Itamar Medical Ltd. Investor Relations

Update(s)

October 12, 2021: Itamar Medical (ITMR) announced that the special meeting of stockholders will be held on November 16, 2021.

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 the year for a closing value of $6.02 billion. Under the terms of the agreement, Meredith Corporation’s National Media Group will be acquired by IAC/InterActiveCorp’s Dotdash for $42.18 per share and it’s Local Media Group business will be acquired by Gray Television for $16.99 per share in cash.

Merger Agreement

Meredith Corporation Investor Relations

IAC/InterActiveCorp Investor Relations

Gray Television, Inc. Investor Relations

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 first quarter of 2022 for a closing value of $82.8 million. Upon completion of the merger, shareholders of Elmira Savings Bank will receive $23.10 per share in cash.

Elmira Savings Bank Investor Relations

Community Bank System, Inc. 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.

Merger Agreement

Welbilt, Inc. Investor Relations

Update(s)

September 30, 2021: Welbilt (WBT) announced that the proposal to adopt and approve the Merger Agreement with Ali Holding was approved by Welbilt stockholders.

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 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

Update(s)

September 30, 2021: State Auto Financial Corporation (STFC) shareholders voted overwhelmingly to adopt the proposed merger agreement with Liberty Mutual Holding Company.

Expected to close in the fourth quarter of 2021 or first quarter of 2022 for a closing value of $2.24 billion in an all stock deal. Under the terms of the agreement, GreenSky stockholders will receive 0.03 shares of common stock of Goldman Sachs for each share of GreenSky Class A common stock.

Merger Agreement

GreenSky, Inc. Investor Relations

The Goldman Sachs Group, Inc. Investor Relations

Expected to close in the first quarter of 2021 for a closing value of $1.9 billion. Upon completion of the merger, shareholders of PAE Incorporated will receive $10.05 per share in cash.

PAE 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.

October 21, 2021: M&T Bank Corporation (MTB) announced that it has received approval from the New York State Department of Financial Services and the Connecticut Department of Banking to complete the merger of M&T Bank with People’s United Bank (PBCT).

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 first quarter of 2021 for a closing value of $14.5 billion in an all stock deal. Under the terms of the agreement, each outstanding PSXP common unitholder would receive 0.50 shares of PSX common stock for each PSXP common unit.

Merger Agreement

Phillips 66 Partners LP Investor Relations

Phillips 66 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 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 for a closing value of $30.44 billion in a cash plus stock deal. Under the terms of the agreement, each share of KCS common stock will be exchanged for $90 in cash and 2.884 shares of CP common stock.

Kansas City Southern Investor Relations

Canadian Pacific Railway Limited Investor Relations

Update(s)

October 29, 2021: Canadian Pacific Railway Limited (CP) and Kansas City Southern (KSU) announced that they have jointly filed a railroad control application with the Surface Transportation Board regarding the proposed transaction to create Canadian Pacific Kansas City.

Expected to close in the fourth quarter of 2021 for a closing value of $18.56 million. Upon completion of the merger, shareholders of Dawson Geophysical Company will receive $2.34 per share in cash.

Merger Agreement

Dawson Geophysical Company 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

Update(s)

September 8, 2021: Golden Nugget Online Gaming (GNOG) announced that its shareholders voted overwhelmingly to approve its acquisition by DraftKings (DKNG).

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 early in 2022 for a closing value of $12.4 billion. Upon completion of the merger, shareholders of Hill-Rom Holdings will receive $156 per share in cash.

Merger Agreement

Hill-Rom Holdings, Inc. Investor Relations

Baxter International Inc. Investor Relations

Update(s)

October 13, 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 Hill-Rom Holdings (HRC) and Baxter International (BAX).

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 as early as year end for a closing value of $3.9 billion. Upon completion of the merger, shareholders of Columbia Property Trust will receive $19.30 per share in cash.

Merger Agreement

Columbia Property Trust, 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 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 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

Update(s)

September 16, 2021: First Midwest Bancorp (FMBI) announced that its stockholders have overwhelmingly approved the proposed merger between First Midwest and Old National Bancorp (ONB).

Expected to close in the fourth quarter of 2021 for a closing value of $1.64 billion. Upon completion of the merger, shareholders of Kadmon Holdings will receive $9.50 per share in cash.

Merger Agreement

Kadmon Holdings, Inc. Investor Relations

Sanofi Investor Relations

Update(s)

October 20, 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 Kadmon Holdings (KDMN) and Sanofi (SNY).

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 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 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

Merger Agreement

Update(s)

October 12, 2021: Covanta Holding Corporation (CVA) announced that its stockholders voted to approve the previously announced acquisition of Covanta by EQT Infrastructure.

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.

September 15, 2021: Raven Industries (RAVN) announced that its shareholders voted strongly to approve the pending transaction with CNH Industrial (CNHI).

Expected to close in the first quarter of 2022 for a closing value of $450 million. Upon completion of the merger, shareholders of Corvus Gold will receive C$4.10 per share in cash. We have converted the closing price to USD using the latest conversion rate.

Merger Agreement

Corvus Gold Inc. 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 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 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 by the end of calendar year 2021 for a closing value $339.78 million or $22.00 per share in cash.

Merger Agreement

DSP Group, Inc. Investor Relations

Synaptics Incorporated Investor Relations

Expected to close in the fourth quarter of 2021 for a closing value of $149 million. Upon completion of the merger, shareholders of JMP Group will receive $7.50 per share in cash.

Merger Agreement

JMP Group LLC 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

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.

September 2, 2021: CAI International (CAI) announced that its stockholders, voted to adopt the previously announced merger agreement for the acquisition of the Company by Mitsubishi HC Capital.

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 $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.

October 22, 2021: Realty Income Corporation (O) and VEREIT (VER) announced that they anticipate closing their previously announced merger on November 1, 2021.

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

Update(s)

September 27, 2021: Eastern Bankshares (EBC) and Century Bancorp (CNBKA) jointly announced that they have received the necessary regulatory approvals from the Commonwealth of Massachusetts Division of Banks, the Federal Deposit Insurance Corporation, and the Board of Governors of the Federal Reserve System to complete their proposed merger. The Merger is expected to close in the mid-fourth quarter of 2021.

Expected to close in the first quarter of 2022 for a closing value of $407.5 million. Upon completion of the merger, shareholders of FTS International will receive $26.52 per share in cash.

Merger Agreement

FTS International, Inc. Investor Relations

Expected to close in the fourth quarter of 2021 for a closing value of $939.64 million. Upon completion of the merger, shareholders of Echo Global Logistics will receive $48.25 per share in cash.

Merger Agreement

Echo Global Logistics, Inc. Investor Relations

Expected to close in the first half of 2022 for a closing value of $4.21 billion in an all stock deal. Under the terms of the agreement, Momentive stockholders will receive 0.225 shares of Zendesk stock for each share of Momentive stock.

Merger Agreement

Momentive Global Inc. Investor Relations

Zendesk, Inc. Investor Relations

Expected to close in the last quarter of 2021 or the first quarter of 2022 for a closing value of $460.12 million. Upon completion of the merger, shareholders of Adamas Pharmaceuticals will receive $8.10 per share in cash plus two non-tradable contingent value rights (CVR) collectively worth up to $1.00 per share in cash (or an aggregate of approximately $50 million), for a total consideration of $9.10 per share in cash (or an aggregate of approximately $450 million). The first CVR, worth $0.50 per share, is payable upon achieving net sales of GOCOVRI of $150 million in any four consecutive quarters between closing and the end of 2024. The second CVR, worth $0.50 per share, is payable upon achieving net sales of GOCOVRI of $225 million in any four consecutive quarters between closing and the end of 2025. The transaction is expected to close in late fourth quarter 2021 or in early first quarter 2022.

Adamas Pharmaceuticals, Inc. Investor Relations

Supernus Pharmaceuticals, 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 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.

September 9, 2021: QAD Inc. (QADA) announced that the special meeting of stockholders will be held virtually on October 15, 2021.

Expected to close in December 2021 or in the first quarter of 2022 for a closing value of $9.53 billion in an all stock deal. Under the terms of the agreement, Kirkland Lake Gold shareholders will receive 0.7935 of an Agnico Eagle common share for each Kirkland Lake Gold common share held.

Kirkland Lake Gold Investor Relations

Agnico Eagle Mines Limited Investor Relations

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

Update(s)

October 20, 2021: Santander Holdings USA announced that it has extended the expiration date of its previously announced tender offer to acquire all outstanding shares of common stock of Santander Consumer USA Holdings (SC) to November 2, 2021.

Expected to close by the end of 2021 for a closing value of $6.2 billion. Upon completion of the merger, shareholders of Teekay LNG Partners will receive $17.00 per share in cash.

Teekay LNG Partners L.P. Investor Relations

Expected to close by mid-2022 for a closing value of $4.5 billion in an all stock deal. Under the terms of the agreement, Umpqua shareholders will receive 0.5958 of a share of Columbia stock for each Umpqua share they own.

Umpqua Holdings Corporation Investor Relations

Columbia Banking System, Inc. 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 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

Update(s)

September 7, 2021: Nicolet Bankshares (NCBS) announced that is has received all regulatory approvals for the Merger with County Bancorp (ICBK). Completion of the Merger remains subject to approval by shareholders of both Nicolet and County, as well as other customary closing conditions. Assuming shareholder approval is received and other closing conditions are satisfied, Nicolet expects to complete the Merger on December 3, 2021.

October 5, 2021: Shareholders of County Bancorp (ICBK) approved the company’s merger with Nicolet Bankshares (NCBS) at a special meeting of shareholders.

Expected to close in the fourth quarter of 2021 for a closing value of $570.84 million. Upon completion of the merger, shareholders of Flexion Therapeutics will receive $8.50 per share in cash plus one non-tradeable CVR. The CVR will entitle Flexion stockholders to up to an additional $8.00 per share in cash payable (subject to certain terms and conditions) upon achievement of the following milestones:

• $1.00 per share if total calendar year ZILRETTA net sales achieve $250 million;
• $2.00 per share if total calendar year ZILRETTA net sales achieve $375 million;
• $3.00 per share if total calendar year ZILRETTA net sales achieve $500 million;
• $1.00 per share upon U.S. FDA approval of FX201; and
• $1.00 per share upon U.S. FDA approval of FX301.

The milestones associated with each contingent cash payment must be achieved, if at all, on or before December 31, 2030. There can be no assurance any payments will be made with respect to the CVR.

Flexion Therapeutics, Inc. Investor Relations

Pacira BioSciences, Inc. Investor Relations