Merger Arbitrage Mondays – Standard General Acquires Tegna

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

Update(s)

November 8, 2021: 51job (JOBS) announced that certain members of the buyer consortium that formed Garnet Faith Limited to acquire the Company, have been in consultation with Chinese regulators on recent regulatory changes in China that may be applicable to the Company and the Proposed Transaction. The consultation process by these buyer consortium members is currently ongoing and a clear timeline to its completion cannot be provided at this time.

December 31, 2021: Since this deal has not yet been completed, we have extended the closing date to March 31, 2022.

January 12, 2022: 51job (JOBS) announced that its Board of Directors received a proposal letter from Garnet Faith Limited in connection with the proposed merger. In the Proposal Letter, the Merger Sub proposed to reduce the merger consideration from US$79.05 in cash per common share to US$57.25 in cash per common share.

Expected to close in the second half of 2022 for a closing value of $6.7 billion in a cash or stock deal. Under the terms of the agreement, Under the terms of the Agreement, Rentokil Initial will issue to Terminix shareholders at closing aggregate consideration comprised of approximately 643.29 million new Rentokil Initial shares (representing approximately 128.66 million American depository shares (“ADSs”), based on a 1:5 ADS to Rentokil Initial share ratio) and approximately US$1.3bn in cash. Based on Rentokil Initial’s 5-day average daily volume weighted share price and the 5-day average of the Sterling-US Dollar exchange rate both over the period spanning 6 to 10 December 2021 inclusive, this values the entire share capital of Terminix at US$6.7 billion, implying a value of US$55.00 per share of Terminix common stock, and represents an aggregate consideration mix of 80% stock and 20% cash. Terminix shareholders may elect to receive all cash or all stock consideration, subject to proration in the event of oversubscription. Each Terminix share for which no election or an invalid election is received will be deemed to have elected for all stock consideration. The value of the per share cash election and the value of the per share stock election will be equalised ahead of closing such that the value of each election choice will be substantially the same.

Merger Agreement

Terminix Global Holdings, Inc. Investor Relations

Rentokil Initial 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.

November 1, 2021: Change Healthcare (CHNG) and UnitedHealth Group (UNH) entered into an amendment to the Timing Agreement with the DOJ pursuant to which they agreed not to consummate the Merger before February 22, 2022, unless they have received written notice from the DOJ prior to such date that the DOJ has closed its investigation.

December 9, 2021: UnitedHealth Group Incorporated (UNH) delivered written notice to Change Healthcare (CHNG) that it was exercising its unilateral right to extend the Outside Date to April 5, 2022.

February 18, 2022: Change Healthcare (CHNG) and United Healthcare (UNH) disclosed that the U.S. Dept of Justice has until February 27 to sue to block the transaction.

February 24, 2022: Change Healthcare (CHNG) issued the following statement regarding the announcement that DOJ intends to pursue litigation to block the proposed merger between Change Healthcare and UnitedHealth Group (UNH): “We are aware and disappointed that DOJ has filed litigation to prevent Change Healthcare from closing our merger with UHG. As we previously disclosed, UHG extended our merger agreement through April 5, 2022. We will continue our support of UHG in working toward closing the merger as we comply with our obligations under the merger agreement.”

Expected to close in fiscal year 2023 for a closing value of $68.7 billion. Upon completion of the deal, shareholders of Activision Blizzard will receive $95.00 per share in cash.

Merger Agreement

Activision Blizzard, Inc. Investor Relations

Microsoft Corporation Investor Relations

Update(s)

January 31, 2022: According to Bloomberg, The U.S. antitrust review of Microsoft Corp’s (MSFT) proposed acquisition of Activision Blizzard (ATVI) will be handled by the Federal Trade Commission (FTC).

Expected to close in 12 months for a closing value of $5.4 billion. Upon completion of the merger, shareholders of Tower Semiconductor will receive $53 per share in cash.

Merger Agreement

Tower Semiconductor Ltd. Investor Relations

Intel Corporation Investor Relations

Expected to close in the second quarter of 2022 for a closing value of $3.6 billion. Upon completion of the merger, shareholders of Bluerock Residential Growth will receive $24.25 per share in cash. Prior to the Acquisition, the Company separately intends to spin off its single-family rental business to its shareholders through the taxable distribution to shareholders of all of the outstanding shares of common stock of a newly formed real estate investment trust named Bluerock Homes Trust, Inc. (“BHOM”). The Company’s shareholders will receive shares of BHOM, with a current implied Net Asset Value estimated at $5.60 (based on the midpoint of the valuation range provided by Duff & Phelps, independent financial advisor to the Company’s board of directors), for each share of Company common stock. We are treating this as a special conditions deal by adding the spinoff value of $5.60 to the deal price to more accurately reflect what the shareholders will receive after the deal is completed.

Merger Agreement

Bluerock Residential Growth REIT, Inc. Investor Relations

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.

December 20, 2021: Sanderson Farms (SAFM) and Cargill and Continental Grain Company each received a request for additional information and documentary material from the DOJ in connection with the DOJ’s review of the transaction contemplated by the Merger Agreement. Issuance of the Second Request extends the waiting period under the HSR Act until 30 days after both the Company and Parent have substantially complied with the Second Request, unless the waiting period is terminated earlier by the DOJ or extended by agreement of the Company and Parent. The parties expect that the Merger will be completed in the first half of 2022.

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.

November 13, 2021: PNM Resources (PNM) and Avangrid (AGR) said that they will accept all conditions recommended by a Public Regulation Commission hearing examiner if the five-member commission decides to approve their proposed merger.

December 2, 2021: The New Mexico Public Regulation Commission (NMPRC) began its consideration of the merger application involving PNM Resources (PNM) and AVANGRID (AGR) during its regular open meeting.

December 3, 2021: PNM Resources (PNM) and AVANGRID (AGR) answered open questions at a news conference about their proposed merger and addressed some concerns heard at the New Mexico Public Regulation Commission open meeting.

December 9, 2021: New Mexico utility regulators voted to reject Avangrid (AGR) proposed acquisition of PNM Resources (PNM), saying the deal’s risks outweighed its promised benefits to state ratepayers.

January 3, 2022: PNM Resources (PNM) and Avangrid (AGR) entered into an amendment of their merger agreement extending the end date to April 20, 2023. Additionally, the companies have filed a Notice of Appeal with the New Mexico Supreme Court of the December 2021 New Mexico Public Regulation Commission (NMPRC) order to reject a stipulated agreement reached with parties in the companies’ application for approval of the merger. We have extended the closing date for this deal to the end of the second quarter of 2022.

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.

November 16, 2021: Rogers Communications (RCI) announced that Joe Natale has left his role as President and CEO of the company. Tony Staffieri has been appointed Interim President and CEO.

Expected to close in the fourth quarter of 2022 for a closing value of $8.1 billion. Upon completion of the merger, shareholders of South Jersey Industries will receive $36 per share in cash.

Merger Agreement

South Jersey Industries, Inc. Investor Relations

Termination Fee

Company Termination Fee (To be paid by South Jersey Industries): $140 million

Parent Termination Fee (To be paid by Infrastructure Investments Fund): $225 million

Expected to close in the second half of 2022 for a closing value of $6.6 billion in a cash plus stock deal. Under the terms of the agreement, Spirit equity holders will receive 1.9126 shares of Frontier plus $2.13 in cash for each existing Spirit share they own.

Merger Agreement

Spirit Airlines, Inc. Investor Relations

Frontier Group Holdings, Inc. Investor Relations

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

Update(s)

December 2, 2021: Aspen Technology (AZPN) announced, in connection with its proposed transaction with Emerson (EMR), the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), and antitrust clearance from the Austrian Federal Competition Authority.

Expected to be completed during the first quarter of Take-Two’s Fiscal Year 2023, ending June 30, 2022, for a closing value of $12.7 billion in a cash plus stock deal. Under the terms of the agreement, Zynga stockholders will receive $3.50 in cash and $6.361 in shares of Take-Two common stock for each share of Zynga common stock outstanding at the closing. The transaction is valued at $9.861 per share of Zynga common stock. The transaction includes a collar mechanism on the equity consideration, so that if Take-Two’s 20-day volume weighted average price (“VWAP”) ending on the third trading day prior to closing is in a range from $156.50 to $181.88, the exchange ratio would be adjusted to deliver total consideration value of $9.86 per Zynga share (including $6.36 of equity value based on that VWAP and $3.50 in cash). If the VWAP exceeds the higher end of that range, the exchange ratio would be 0.0350 per share, and if the VWAP falls below the lower end of that range, the exchange ratio would be 0.0406 per share.

Merger Agreement

Zynga Inc. Investor Relations

Take-Two Interactive Software, Inc. Investor Relations

Update(s)

February 25, 2022: Zynga (ZNGA) announced the completion of the “go-shop” period under the previously announced merger agreement with Take-Two Interactive Software (TTWO).

Expected to close in the first quarter of 2022 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.

February 9, 2020: II-VI Incorporated (IIVI) reported that the pending acquisition of Coherent (COHR) has received the approval, or indication of imminent approval, from 3 out of 4 global antitrust regulatory authorities, which approvals are conditions to the closing of the transaction. In China, the remaining jurisdiction, II-VI and Coherent are continuing to work constructively with the State Administration for Market Regulation, and now anticipate closing the acquisition by the middle of the second calendar quarter of 2022.

Expected to close in the second quarter of 2022 for a closing value of $1.28 billion. Upon completion of the merger, shareholders of Zogenix will receive $26.00 per share in cash, plus a contingent value right (CVR) for a potential cash payment of $2.00 upon EU approval by December 31, 2023, of FINTEPLA® as an orphan medicine for treatment of Lennox-Gastaut syndrome (LGS).

Merger Agreement

Zogenix, Inc. Investor Relations

Expected to close in the second or third quarter of 2022 for a closing value of $735 million in an all stock deal. Under the terms of the agreement, the companies will combine in an all-share transaction pursuant to which Enerflex will acquire all of the outstanding common stock of Exterran on the basis of 1.021 Enerflex common shares for each outstanding share of common stock of Exterran.

Merger Agreement

Exterran Corporation Investor Relations

Enerflex Ltd. Investor Relations

Expected to close in the second half of 2022 for a closing value of $8.6 billion. Upon completion of the merger, shareholders of TEGNA will receive $24 per share in cash. TEGNA shareholders will receive additional cash consideration in the form of a “ticking fee” of $0.00167 per share per day (or $0.05 per month) if the closing occurs between the 9- and 12-month anniversary of signing, increasing to $0.0025 per share per day (or $0.075 per month) if the closing occurs between the 12- and 13-month anniversary of signing, $0.00333 per share per day (or $0.10 per month) if the closing occurs between the 13- and 14-month anniversary of signing, and $0.00417 per share per day (or $0.125 per month) if the closing occurs between the 14- and 15-month anniversary of signing.

Merger Agreement

TEGNA Inc. Investor Relations

Termination Fee

Company Termination Fee (To be paid by TEGNA): $163 million

Parent Termination Fee (To be paid by Standard General): $272 million

Expected to close for a closing value of $4.69 billion. Upon completion of the merger, shareholders of Arena Pharmaceuticals will receive $100 per share in cash.

Merger Agreement

Arena Pharmaceuticals, Inc. Investor Relations

Pfizer Inc. Investor Relations

Update(s)

February 2, 2022: Shareholders of Arena Pharmaceuticals (ARNA) approved the company’s merger with Pfizer (PFE) at a special meeting of shareholders.

February 3, 2022: Pfizer (PFE) voluntarily withdrew its HSR Act filing, refiling on February 7, 2022. The withdrawal and refiling are procedural steps to provide the Federal Trade Commission with an additional 30 days to complete its review of the proposed Merger with Arena Pharmaceuticals (ARNA). The waiting period with respect to the notification and report forms under the HSR Act is now scheduled to expire on March 9, 2022, unless extended or earlier terminated.

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

Update(s)

December 16, 2021: Veoneer (VNE) announced that it has received shareholder approval to be acquired by Qualcomm Incorporated (QCOM).

Expected to close in the second half of 2022 for a closing value of $745.24 million. Upon completion of the merger, shareholders of Neophotonics Corporation will receive $16.00 per share in cash.

Merger Agreement

NeoPhotonics Corporation Investor Relations

Lumentum Holdings Inc. Investor Relations

Update(s)

January 21, 2022: Lumentum Holdings (LITE) and NeoPhotonics Corporation (NPTN) announced the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the “HSR Act”) with respect to Lumentum’s pending transaction with NeoPhotonics.

February 1, 2022: NeoPhotonics stockholders approved the merger agreement under which Lumentum Holdings (LITE) will acquire NeoPhotonics (NPTN).

Expected to close in the first half of 2022 for a closing value of $186 million in a cash or stock deal. Under the terms of the agreement, Partners stockholders may elect to receive $10.00 in cash or 0.4512 shares of OceanFirst common stock.

Merger Agreement

Partners Bancorp Investor Relations

OceanFirst Financial Investor Relations

Expected to close in the second half of 2022 for a closing value of $7.1 billion. Upon completion of the merger, shareholders of Tenneco will receive $20 per share in cash.

Merger Agreement

Tenneco Inc. Investor Relations

Apollo Global Management, Inc. Investor Relations

Termination Fee

Company Termination Fee (To be paid by Tenneco): $54 million

Reverse Termination Fee / Parent Termination Fee (To be paid by Apollo): $108 million

Expected to close in the second half of 2022 for a closing value of $6.5 billion in a cash plus stock deal. Under the terms of the agreement, CMC Materials shareholders will receive $133.00 in cash and 0.4506 shares of Entegris common stock for each share of CMC Materials common stock they own.

Merger Agreement

CMC Materials, Inc. Investor Relations

Entegris, Inc. Investor Relations

Update(s)

January 31, 2022: The HSR Waiting Period applicable to the consummation of the Merger between CMC Materials (CCMP) and Entegris (ENTG) expired on January 31, 2022.

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 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

Update(s)

December 16, 2021: GreenSky (GSKY) announced that it has received shareholder approval to be acquired by The Goldman Sachs Group (GS).

Expected to close within the half of 2022 for a closing value of $6.2 billion. Upon completion of the merger, shareholders of Vonage Holdings will receive $21 per share in cash.

Merger Agreement

Vonage Holdings Corp. Investor Relations

Ericsson Investor Relations

Update(s)

February 9, 2022: Shareholders of Vonage Holdings (VG) approved the company’s merger with Ericsson (ERIC) at a special meeting of shareholders.

Expected to close by the end of March 2022 for a closing value of $249.15 million. Upon completion of the merger, shareholders of Resonant will receive $4.50 per share in cash.

Merger Agreement

Resonant Inc. Investor Relations

Expected to close in the second quarter of 2022 for a closing value of $41.4 million. Upon completion of the merger, shareholders of The National Security Group will receive $16.35 per share in cash. The price per share is subject to downward adjustment if the combined statutory capital and surplus of NSG’s insurance subsidiaries is less than $43 million; VR Holdings can terminate the agreement if combined statutory capital and surplus falls below $38.7 million. The insurance subsidiaries are expected to exceed the $43 million threshold in their statutory financial statements as of December 31, 2021.

The National Security Group, Inc. Investor Relations

Expected to close in the first half of 2022 for a closing value of $8.33 billion in a cash plus stock deal. Under the terms of the agreement, Ortho shareholders will receive $7.14 in cash per common share and 0.1055 shares of common stock in the combined company for each Ortho common share.

Merger Agreement

Ortho Clinical Diagnostics Holdings Investor Relations

Quidel Corporation Investor Relations

Update(s)

January 24, 2022: Further to the joint announcement by Ortho Clinical Diagnostics Holdings (OCDX) and Quidel Corporation (QDEL), Ortho  announced that, as a preliminary procedural step in the process of implementing the combination, Ortho has scheduled a hearing of the High Court of Justice of England and Wales to seek the UK Court’s consent and directions to convene a meeting of Ortho shareholders as part of the scheme of arrangement of Ortho proposed to be made pursuant to Part 26 of the Companies Act 2006 for the purpose of implementing the business combination.

February 9, 2022: Ortho Clinical Diagnostics Holdings (OCDX) announced, in connection with its proposed transaction with Quidel Corporation (QDEL), the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”).

Expected to close in the fourth quarter of 2022 for a closing value of $1.8 billion. Upon completion of the merger, shareholders of MoneyGram International will receive $11 per share in cash.

Merger Agreement

MoneyGram International, Inc. 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.

Merger Agreement

Umpqua Holdings Corporation Investor Relations

Columbia Banking System, Inc. Investor Relations

Update(s)

January 26, 2022: Columbia Banking System (COLB) and Umpqua Holdings Corporation (UMPQ) jointly announced that they have received all required shareholder approvals related to the proposed combination between Columbia and Umpqua.

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.

December 31, 2021: Since this deal has not yet been completed, we have extended the closing date to March 31, 2022.

Expected to close during the second quarter of 2022 for a closing value of $201.47 million. Under the terms of the transaction, Metromile shareholders will receive Lemonade common shares at a ratio of 19:1.

Merger Agreement

Metromile, Inc. Investor Relations

Lemonade, Inc. Investor Relations

Update(s)

February 1, 2022: Shareholders in the pay-per-mile auto insurer, Metromile (MILE) gave their approval to the impending acquisition of the company by insurtech Lemonade (LMND).

Expected to close in the second quarter of 2022 for a closing value of $106.42 million. Upon completion of the merger, shareholders of SOC Telemed will receive $3.00 per share in cash.

Merger Agreement

SOC Telemed 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).

December 31, 2021: Since this deal has not yet been completed, we have extended the closing date to March 31, 2022.

February 18, 2022: M&T Bank Corporation (MTB) and People’s United Financial (PBCT) jointly announced that the two companies have agreed to extend their merger agreement from February 21, 2022 to June 1, 2022.

Expected to close by the end of the calendar year for a closing value of $3.7 billion. Upon completion of the merger, shareholders of Meritor will receive $36.50 per share in cash.

Merger Agreement

Meritor, Inc. Investor Relations

Cummins Inc. Investor Relations

Termination Fee

Company Termination Fee (To be paid by Meritor): $73.5 million

Parent Termination Fee (To be paid by Cummins): $160 million

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.

December 13, 2021: In order to address some of the divestitures anticipated to be required by the U.S. Department of Justice to obtain approval under the HSR Act for the consummation of the Merger and the other transactions contemplated by the Merger Agreement, Forterra Pipe & Precast entered into an Asset Purchase Agreement with Hydro Conduit and Foley Products Company. Pursuant to the terms and subject to the conditions set forth in the Asset Purchase Agreement, contemporaneously with the closing of the Merger and the other transactions contemplated by the Merger Agreement, FP&P and Rinker will each sell to Foley certain assets and liabilities associated with reinforced concrete pipe and precast plants for an aggregate purchase price of $95,000,000. The assets being sold by FP&P include FP&P’s reinforced concrete pipe and precast plant located in St. Martinville, Louisiana. Consummation of the Asset Sale is subject to customary closing conditions, including, among others, the consummation of the Merger and approval by the DOJ. The Asset Purchase Agreement contains specified termination rights for the Asset Sellers and Foley, including, among others, the right to terminate the Asset Purchase Agreement by either the Foley or the Asset Sellers if the Asset Sale has not occurred by March 22, 2022. We have extended the closing date for this deal to the end of the first quarter of 2022.

Expected to close in the second half of 2022 for a closing value of $2.3 billion. Upon completion of the merger, shareholders of GCP Applied Technologies will receive $32.00 per share in cash.

Merger Agreement

GCP Applied Technologies Inc. Investor Relations

Expected to close in the first quarter of 2022 for a closing value of $2.8 billion in an all stock deal. Pursuant to the transaction, Pretivm shareholders will have the option to elect to receive C$18.50 per Pretivm share in cash or 0.8084 Newcrest shares per Pretivm share.

Pretium Resources Inc. Investor Relations

Newcrest Mining Limited Investor Relations

Update(s)

January 20, 2022: Pretium Resources (PVG) announced that the Company’s Securityholders approved the previously announced acquisition of Pretivm by Newcrest Mining Limited (NCMGY).

January 26, 2022: Pretium Resources (PVG) announced that it has obtained a final order from the Supreme Court of British Columbia approving the previously announced acquisition of the company by Newcrest Mining Limited (NCMGY).

Expected to close in calendar year 2022 for a closing value of $28.4 billion. Upon completion of the merger, shareholders of Cerner Corporation will receive $95 per share in cash.

Merger Agreement

Cerner Corporation Investor Relations

Oracle Corporation Investor Relations

Update(s)

February 2, 2022: Oracle voluntarily withdrew its Premerger Notification and Report Form to provide the Antitrust Division with additional time for review and then refiled its Premerger Notification and Report Form on February 4, 2022. The applicable waiting period under the HSR Act with respect to the purchase of Shares in the Offer and the Merger is now scheduled to expire on February 22, 2022, unless earlier terminated by the Antitrust Division or if Oracle receives a Second Request from the Antitrust Division prior to that time.

February 22, 2022: Oracle Corporation (ORCL) announced that the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, applicable to Oracle’s pending acquisition of Cerner Corporation (CERN) expired on February 22, 2022.

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.

Merger Agreement

Atotech Limited Investor Relations

MKS Instruments, Inc. Investor Relations

Update(s)

November 4, 2021: Atotech Limited (ATC) announced that it has received shareholder approval to be acquired by MKS Instruments (MKSI).

December 14, 2021: MKS Instruments (MKSI) and Atotech Limited (ATC) reported that the pending acquisition has received the approval, or indication of imminent approval, from 12 out of 13 global antitrust regulatory authorities, which approvals are conditions to the closing of the transaction. In China, the remaining jurisdiction, MKS and Atotech are continuing to work constructively with the State Administration for Market Regulation (“SAMR”), and now anticipate closing the acquisition in the first quarter of 2022.

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

Update(s)

November 19, 2021: Investors Bancorp (ISBC) announced that stockholders of the Company approved the planned merger with Citizens Financial Group (CFG) at a special meeting of the Company’s stockholders.

Expected to close in the second quarter of 2022 for a closing value of $825 million. Upon completion of the merger, shareholders of Verso Corporation will receive $27 per share in cash.

Verso Corporation Investor Relations

Expected to close in the second quarter of 2022 for a closing value of $5.2 billion. Upon completion of the merger, shareholders of Rogers Corportaion will receive $277 per share in cash.

Merger Agreement

Rogers Corporation Investor Relations

DuPont de Nemours, Inc. Investor Relations

Update(s)

December 16, 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 Rogers Corporation (ROG) and DuPont de Nemours (DD).

January 25, 2022: Rogers Corporation (ROG) announced that, its shareholders voted to approve the previously announced acquisition of Rogers by DuPont de Nemours (DD).

Expected to close by mid-2022 for a closing value of $16.5 billion. Upon completion of the merger, shareholders of Citrix Systems will receive $104 per share in cash.

Merger Agreement

Citrix Systems, 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 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.

January 25, 2022: The European Commission approved, under the EU Merger Regulation, the proposed acquisition of Ferro (FOE) by Prince.

Expected to close in the first half of 2022 for a closing value of $323.5 million in a cash plus stock deal. Under the terms of the agreement, shareholders of LEVL will have the right to receive a 0.7167 share of First Merchants common stock, in a tax-free exchange, and $10.17 in cash for each share of LEVL common stock owned.

Merger Agreement

Level One Bancorp Investor Relations

First Merchants Corporation Investor Relations

Expected to close by the second quarter for a closing value of $2.2 billion. Upon completion of the merger, shareholders of US Ecology will receive $48 per share in cash.

US Ecology, Inc. Investor Relations

Republic Services, Inc. Investor Relations

Expected to close in the second quarter of 2022 for a closing value of $581 million in an all stock deal. Under the terms of the Merger Agreement, Simmons will issue approximately 18,325,000 shares of its common stock, which is equal to 1.035 shares of Simmons for each STXB share, subject to certain conditions and potential adjustments, including substituting cash for Simmons’ common stock to the extent necessary to cash out Spirit’s stock options and warrants.

Merger Agreement

Spirit of Texas Bancshares, Inc. Investor Relations

Simmons First National Corporation Investor Relations

Update(s)

February 4, 2022: Simmons First National Corporation (SFNC) and Spirit of Texas Bancshares (STXB) received from the Federal Reserve Bank of St. Louis its approval of the application by Simmons Bank for the proposed acquisition of Spirit of Texas Bank. The Federal Reserve also accepted Simmons’ waiver request with respect to Simmons’ application for the proposed acquisition of the Company. The proposed transaction between Simmons and the Company is expected to close in the second quarter of 2022, subject to the satisfaction of customary closing conditions, including, among others, approval of the Company’s shareholders, as well as approval by the Arkansas State Bank Department.

February 24, 2022: Shareholders of Spirit of Texas Bancshares (STXB) approved the company’s merger with Simmons First National Corporation (SFNC) at a special meeting of shareholders.

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).

December 10, 2021: According to Reuters, Microsoft (MSFT) is set to secure unconditional EU antitrust approval for its bid for Nuance Communications (NUAN).

December 13, 2021: According to Reuters, Britain’s antitrust regulator said that it will look into Microsoft’s (MSFT) purchase of Nuance Communications (NUAN). The Competition and Markets Authority (CMA), which has been stepping up its regulation of Big Tech, said it was considering if the deal would result in lesser competition in the UK market.

December 21, 2021: Microsoft (MSFT) was granted approval on by the European Commission for its acquisition of Nuance Communications (NUAN).

December 31, 2021: Since this deal has not yet been completed, we have extended the closing date to March 31, 2022.

January 12, 2022: Microsoft’s (MSFT) planned acquisition of Nuance Communications (NUAN) is being formally investigated by the U.K. Competition and Markets Authority to determine whether it will hamper competition in the U.K. The deadline for the CMA to announce its decision whether to refer the Merger for a Phase 2 investigation is therefore March 9, 2022.

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

Update(s)

December 16, 2021: Elmira Savings Bank (ESBK) announced that it has received shareholder approval to be acquired by Community Bank System (CBU).

Expected to close late in the first quarter of 2022 for a closing value of $488.65 million. Upon completion of the merger, shareholders of Biodelivery Sciences will receive $5.60 per share in cash.

Merger Agreement

BioDelivery Sciences International Investor Relations

Collegium Pharmaceutical, Inc. Investor Relations

Expected to close in the first quarter of 2022 for a closing value of $2.45 billion in an all stock deal. Under the terms of the agreement, each BPMP unitholder of the Public Common Units would receive 0.575 of an American Depositary Share of bp in exchange for each Public Common Unit owned.

Merger Agreement

BP Midstream Partners LP Invesor Relations

BP p.l.c. Invesor Relations

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

Update(s)

November 17, 2021: On November 12, 2021, the HSR Waiting Period expired and on November 17, 2021, Kraton Corporation (KRA) and DL Chemical received CFIUS Clearance. The Merger remains subject to other closing conditions, including the receipt of certain antitrust approvals outside of the United States, and is expected to be completed by the end of the first half of 2022.

December 9, 2021: Kraton Corporation (KRA) announced that its stockholders approved the proposed acquisition of Kraton Corporation by DL Chemical.

Expected to close in the first half of 2022 for a closing value of $3.8 billion. Upon completion of the merger, shareholders of SPX FLOW will receive $86.50 per share in cash.

Merger Agreement

SPX FLOW, Inc. 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 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

Update(s)

December 1, 2021: The Board of Directors of TriState Capital Holdings (TSC) announced its decision to name James F. Getz executive chairman and appoint Brian S. Fetterolf to serve as the company’s president and chief executive officer, effective January 1, 2022.

Expected to close in the first half of 2022 for a closing value of $5.8 billion. Upon completion of the merger, shareholders of Mimecast Limited will receive $80.00 per share in cash.

Merger Agreement

Mimecast Limited Investor Relations

Update(s)

January 13, 2022: Proofpoint offered to buy Mimecast (MIME) for $92.50 per share. Mimecast rejected the offer as it believed a transaction may have too many potential antitrust issues.

January 20, 2022: Mimecast Limited (MIME) and Permira announced the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976.

Expected to close in the second calendar quarter of 2022 for a closing value of $2.6 billion. Upon completion of the merger, shareholders of Bottomline Technologies will receive $57 per share in cash.

Merger Agreement

Bottomline Technologies, Inc. Investor Relations

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

Exppected to close during the first half of 2022 for a closing value of $1.62 billion. Upon completion of the merger, shareholders of Apria will receive $37.50 per share in cash.

Merger Agreement

Apria, Inc. Investor Relations

Owens & Minor, Inc. Investor Relations

Update(s)

February 24, 2022: Apria (APR) announced that the waiting period has expired under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, in connection with its previously announced transaction with Owens & Minor (OMI).

Expected to close in the second quarter of 2022 for a closing value of $2.8 billion. Upon completion of the merger, shareholders of Houghton Mifflin Harcourt Company will receive $21 per share in cash.

Merger Agreement

Houghton Mifflin Harcourt Company Investor Relations

Termination Fee

Company Termination Fee (To be paid by Houghton Mifflin Harcourt Company) : $65 million

Parent Termination Fee (To be paid by Veritas Capital): $130 million

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 first quarter of 2022 for a closing value of $575 million. Upon completion of the merger, shareholders of Del Taco Restaurants will receive $12.51 per share in cash.

Merger Agreement

Del Taco Restaurants, Inc. Investor Relations

Jack in the Box Inc. Investor Relations

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

Update(s)

December 6, 2021: FTS International (FTSI) announced the expiration of the 45-day “go-shop” period under the terms of the previously announced merger agreement.

January 7, 2022: FTS International (FTSI) announced that the Company received a notice from NYSE American on January 4, 2022 that the Company is not in compliance with the continued listing standards set forth in Section 704 of the NYSE American Company Guide due to the Company’s failure to hold an annual meeting for the fiscal year ended December 31, 2020 on or before December 31, 2021.

Expected to close in the second quarter of 2022 for a closing value of $15 billion. Upon completion of the merger, shareholders of CyrusOne will receive $90.50 per share in cash.

Merger Agreement

CyrusOne Inc. Investor Relations

Update(s)

February 1, 2022: CyrusOne (CONE) announced that its stockholders approved the previously announced merger pursuant to which KKR and Global Infrastructure Partners, will acquire all outstanding shares of common stock of the Company.

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 $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 second quarter of 2022 for a closing value of $1.5 billion in an all stock deal. Under the terms of the definitive merger agreement, Allegiance shareholders will receive 1.4184 shares of CBTX common stock for each share of Allegiance common stock they own.

Merger Agreement

Allegiance Bancshares, Inc. Investor Relations

CBTX, Inc. Investor Relations

Ezpected to close in the first half of 2022 for a closing value of $14 billion. Upon completion of the merger, shareholders of McAfee will receive $26 per share in cash.

Merger Agreement

McAfee Corp. Investor Relations

Update(s)

February 9, 2022: Shareholders of McAfee (MCFE) approved the company’s merger with an investor group comprised of Advent, Permira, Crosspoint Capital, CPP Investments, GIC and ADIA at a special meeting of shareholders.

February 22, 2022: McAfee (MCFE) received written notice from the Committee on Foreign Investment in the United States (“CFIUS”) that it had concluded action under Section 721 of the Defense Production Act of 1950, as amended, and determined there are no unresolved national security concerns regarding the transactions contemplated by the Agreement and Plan of Merger.

February 23, 2022: McAfee (MCFE) received written notice from the Competition Commission of Switzerland that the transactions contemplated by the Merger Agreement are authorized in Switzerland, and accordingly all applicable consents and approvals for the Merger required under the applicable antitrust laws in Switzerland have been received.

February 24, 2022: McAfee (MCFE), received notice from the European Commission that the proposed merger is approved unconditionally under the EU Merger Regulation and the Agreement on the European Economic Area in the European Union/European Economic Area.

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

Update(s)

November 16, 2021: Shareholders of Atlantic Capital Bancshares (ACBI) approved the company’s merger with SouthState Corporation (SSB) at a special meeting of shareholders.

February 11, 2022: The Board of Governors of the Federal Reserve System approved SouthState Corporation’s (SSB) application with respect to the previously announced merger between SouthState and Atlantic Capital Bancshares (ACBI).

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.

November 12, 2021: According to the Justice Department, S&P Global (SPGI) and IHS Markit (INFO) have won U.S. antitrust approval for their planned merger, on condition it sell some businesses and scrap a non-compete agreement with GasBuddy.

November 29, 2021: IHS Markit (INFO) and S&P Global (SPGI) extended the “Outside Date” from November 29, 2021 to May 29, 2022.

January 27, 2022: S&P Global (SPGI) announced that its wholly owned subsidiary S&P Global Market Intelligence has extended the expiration date of the previously announced offer to exchange any and all outstanding notes issued by IHS Markit (INFO) from February 1, 2022, to February 22, 2022.

February 25, 2022: S&P Global (SPGI) and IHS Markit (INFO) announced that the UK’s Competition and Markets Authority and the European Commission have granted the final regulatory approvals necessary for the companies to close their merger. The companies expect to complete their combination on Monday, February 28.

Expected to close in the first quarter of 2022 for a closing value of $1.5 billion. Upon completion of the merger, shareholders of CorePoint Lodging will receive $15.65 per share in cash. In addition to the $15.65 per share payable in cash at closing, CorePoint stockholders may receive incremental cash consideration per share pending timely resolution of the previously disclosed tax proceedings with the IRS related to an ongoing audit of CorePoint entities, which began prior to the Company’s 2018 spin-off from La Quinta Holdings, Inc.

Merger Agreement

CorePoint Lodging Investor Relations

Expected to close in the second quarter of 2022 for a closing value of $5.8 billion. Upon completion of the merger, shareholders of Preferred Apartment Communities will receive $25 per share in cash.

Preferred Apartment Communities, Inc. Investor Relations