Merger Arbitrage Mondays – Broadcom To Acquire VMware For $69 Billion

Expected to close in 2022 for a closing value of $44 billion. Upon completion of the merger, shareholders of Twitter will receive $54.20 per share in cash.

Merger Agreement

Twitter, Inc. Investor Relations

Termination Fee:

Parent Termination Fee (To be paid by Elon Musk): $1 billion

Termination Fee (To be paid by Twitter): $1 billion

Update(s)

May 12, 2022: According to Reuters, Twitter (TWTR) CEO Parag Agrawal told his employees in a memo, that two senior Twitter leaders who oversee the consumer and revenue divisions will depart the social media company.

May 13, 2022: According to Reuters, Elon Musk put his $44-billion deal for Twitter (TWTR) temporarily on hold.

May 17, 2022: Twitter (TWTR) filed its preliminary proxy statement with the U.S. Securities and Exchange Commission, stating that Twitter is committed to completing the transaction on the agreed price and terms as promptly as practicable.

May 25, 2022: Elon Musk revised the financing plan for his proposed $44 billion purchase of Twitter (TWTR) by eliminating the $6.25 billion margin loan and replacing it with an equity commitment, which will bring the stock-based — portion of the deal to $33.5 billion.

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

Termination Payment:

Company Termination Payment (To be paid by Terminix Global Holdings): $200 million

Parent Termination Payment (To be paid by Rentokil Initial): $150 million

Update(s)

March 15, 2022: Rentokil Initial and Terminix (TMX) announced that with effect from the close of business on 14 March 2022, the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 has now expired.

May 9, 2022: Terminix Global Holdings (TMX) announced it has entered into a definitive agreement to divest its pest management businesses in the U.K. and Norway. These businesses are being divested by Terminix as a condition to the closing of its pending merger with Rentokil Initial (RTOKY).

Expected to close in the first half of 2023 for a closing valu of $16 billion in a cash or stock deal. Upon completion of the deal, shareholders of Black Knight will receive $85 per share. Black Knight shareholders can elect to receive either cash or stock, subject to proration, with the value of the cash election and the stock election equalized at closing.

Merger Agreement

Black Knight, Inc. Investor Relations

Intercontinental Exchange, Inc. Investor Relations

Termination Fee

Company Termination Fee (To be paid by Black Knight): $398 million

Parent Termination Fee (To be paid by Intercontinental Exchange): $725 million

Update(s)

May 5, 2022: Black Knight (BKI) announced unaudited financial results for the first quarter of 2022. The company reported revenues of $387.2 million, an increase of 11% and organic revenue growth of 9%. Operating income of $80.2 million was an increase of 18% as compared to the prior year quarter.

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

Termination Fee:

Company Termination Fee (To be paid by Activision Blizzard): $2.27 billion

Parent Termination Fee (To be paid by Microsoft)

i) if termination notice is provided prior to January 18, 2023: $2 billion

ii) if termination notice is provided after January 18, 2023, and prior to April 18, 2023: $2.5 billion

iii) if termination notice is provided at any time after April 18, 2023: $3 billion

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).

March 3, 2022: Activision Blizzard (ATVI) and Microsoft (MSFT) each received a request for additional information and documentary material (“Second Request”) from the FTC in connection with the FTC’s review of the transaction. 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 Activision Blizzard and Microsoft with the Second Request, unless the waiting period is terminated earlier by the FTC or as otherwise agreed between the parties and the FTC. Completion of the transaction remains subject to the termination or expiration of the waiting period under the HSR Act and the satisfaction or waiver of the closing conditions specified in the merger agreement. The parties expect to complete the transaction in Microsoft’s fiscal year ending June 30, 2023.

March 8, 2022: According to The Wall Street Journal, Federal prosecutors and securities regulators are investigating large bets that Barry Diller, Alexander von Furstenberg and David Geffen made on Activision Blizzard (ATVI) shares in January, days before the videogame maker agreed to be acquired by Microsoft (MSFT).

March 21, 2022: Activision Blizzard (ATVI) announced that the special meeting of stockholders, to consider and vote on a proposal to adopt the Agreement and Plan of Merger with Microsoft Corporation (MSFT), will be held on April 28, 2022.

March 31, 2022: According to The Wall Street Journal, four U.S. senators sent a letter to the Federal Trade Commission citing concern about Microsoft’s (MSFT) proposed acquisition of Activision Blizzard (ATVI), saying the deal could undermine employees’ calls for accountability over alleged misconduct at the videogame company.

April 14, 2022: SOC Investment, an activist shareholder group urged investors to vote against the proposed Activision Blizzard (ATVI) and Microsoft (MSFT) merger during Activision’s upcoming meeting on April 28.

April 28, 2022: Activision Blizzard (ATVI) announced that its stockholders approved Microsoft Corporation’s (MSFT) proposal to acquire Activision Blizzard.

Expected to close in the first hand of 2023 for a closing value of $8 billion in a cash plus stock deal. Under the terms of the definitive agreement, the transaction consideration will consist of $93.54 in cash and 0.388 shares of MaxLinear stock for each Silicon Motion ADS (American Depositary Share) and $23.385 in cash and 0.097 shares of MaxLinear common stock for each Silicon Motion ordinary share not represented by an ADS.

Merger Agreement

Silicon Motion Technology Corporation Investor Relations

MaxLinear, Inc. Investor Relations

Termination Fee

Company Termination Fee (To be paid by Silicon Motion Technology Corporation): $132 million

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

Expected to close in the second half of 2022 for a closing value of $60 million in a ‘going-private’ deal. Upon completion of the merger, shareholders of BlueCity Holdings will receive $1.6 per share in cash.

BlueCity Holdings Limited 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

Update(s)

May 5, 2022: Tenneco (TEN) announced results for the first quarter of 2022 ending on March 31, 2022. First quarter total revenue was $4.6 billion, down 2% year-over-year. The company also reported net loss of $38 million, or a loss of $0.46 per diluted share, compared to net income of $65 million, or $0.79 per diluted share, in the prior year. Tenneco also reported that it is on-track to complete pending transaction with Apollo Funds in the second half of 2022.

May 9, 2022: Tenneco’s (TEN) sale to Apollo Global (APO) has been filed under “simplified procedure” for China’s antitrust review.

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

Termination Fee:

Company Termination Fee: $300 million

Parent Termination Fee: $650 million

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.”

April 5, 2022: Optum and Change Healthcare (CHNG) have agreed to extend their merger agreement to December 31, 2022. As part of the extension, Optum will pay a $650 million fee to Change Healthcare in the event the merger is unable to be completed because of the court’s decision. Change Healthcare will pay a special cash dividend of $2.00 per share to its shareholders at or about the time of the closing.

April 25, 2022: UnitedHealth Group Incorporated (UNH) entered into an equity purchase agreement and related agreements relating to the sale of the claims editing business (ClaimsXten) of Change Healthcare (CHNG) to an affiliate of investment funds of TPG Capital for a base purchase price in cash equal to $2.2 billion.

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

Termination Fee:

Termination Amount (To be paid by Shaw Communications): $800 million

Reverse Termination Amount (To be paid by Rogers Communications): $1.2 billion

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.

March 3, 2022: Canada’s industry minister, François-Philippe Champagne, said that he will not permit the wholesale transfer of Shaw Communications’s (SJR) wireless licences to Rogers Communications (RCI) as part of a buyout bid for Shaw.

March 8, 2022: The chief executive of Rogers Communications (RCI) said that the company will work with regulators to ensure that the takeover of Shaw Communications (SJR) doesn’t eliminate Canada’s fourth-largest wireless carrier.

March 16, 2022: According to a report, Globalive Capital entered the race to buy Shaw Communication’s (SJR) wireless unit Freedom Mobile with a $3.75 billion offer in cash.

April 13, 2022: Shaw Communications (SJR) announced consolidated financial and operating results for the quarter ended February 28, 2022. On a year-over-year basis, consolidated revenue decreased by 2.0% to $1.36 billion, adjusted EBITDA decreased 0.8% to $632 million and net income decreased 9.7% to $196 million.

Subject to receipt of all required approvals and satisfaction of all closing conditions, closing of the Transaction is expected to occur in the first half of 2022. Rogers has extended the outside date for closing the Transaction from March 15, 2022 to June 13, 2022 in accordance with the terms of the Arrangement Agreement.

May 7, 2022: Rogers Communications (RCI) and Shaw Communications (SJR) were notified this afternoon following the close of trading of the Commissioner of Competition’s intention to file applications to the Competition Tribunal opposing Rogers’ proposed merger with Shaw.

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

Termination Fee

Company Termination Fee: $60 million

Parent Termination Fee: $200 million

Update(s)

April 12, 2022: Bluerock Residential Growth REIT (BRG) its stockholders approved the proposed acquisition of the company by affiliates of Blackstone Real Estate. The Acquisition will occur following the spin-off of the Company’s single-family rental business through the taxable distribution to common stockholders of all of the outstanding shares of common stock of a newly formed real estate investment trust named Bluerock Homes Trust. Company common stockholders will receive $24.25 in cash per share of company common stock in the ccquisition in addition to the BHM common stock that they will receive in the Spin-Off.

Expected to close in the third quarter of calendar 2022 for a closing value of $236 million in an all stock deal. Under the terms of the transaction, each share of MBI common stock will be exchanged at closing for ordinary shares of Bioceres at a fixed ratio of 0.088.

Merger Agreement

Marrone Bio Innovations, Inc. Investor Relations

Bioceres Crop Solutions Corp. Investor Relations

Termination Fee: $9.7 million

Expected to close in the third quarter of 2022 for a closing value of $10.74 billion in a stock plus cash deal. Under the terms of the agreement, each share of HR common stock will be exchanged for one share of HTA common stock, at a fixed ratio. In addition, a special cash dividend of $4.82 per share will be distributed to HTA shareholders.

Merger Agreement

Healthcare Trust of America, Inc. Investor Relations

Healthcare Realty Trust Incorporated Investor Relations

Termination Fee:

Company Termination Fee (To be paid by Healthcare Trust of America): $291 million

HR Termination Fee (To be paid by Healthcare Realty Trust Incorporated): $163 million

Update(s)

May 3, 2022: The Wall Street Journal reported that Welltower (WELL) made a nearly $5 billion all-cash bid for Healthcare Realty Trust (HR) shortly after the smaller REIT agreed to merge with Healthcare Trust of America (HTA) earlier this year.

Expected to close in the second half of 2022 for a closing value of $2.82 billion in a cash plus stock deal. Under the terms of the agreement, Whiting shareholders will receive 0.5774 shares of Oasis common stock and $6.25 in cash for each share of Whiting common stock owned. In connection with the closing of the transaction, Oasis shareholders will receive a special dividend of $15.00 per share.

Merger Agreement

Whiting Petroleum Corporation Investor Relations

Oasis Petroleum Inc. Investor Relations

Termination Fee: $98 million

Update(s)

April 18, 2022: 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 Whiting Petroleum Corporation (WLL) and Oasis Petroleum (OAS).

May 25, 2022: Whiting Petroleum Corporation (WLL) announced that the special meeting of stockholders will be on June 28, 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

Termination Fee: $154 million

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.

April 1, 2022: Atotech Limited (ATC) announced that it has agreed to extend the date for completing MKS Instruments (MKSI) pending acquisition of Atotech to September 30, 2022 from March 31, 2022. The extension is intended to allow additional time for the regulatory approval from China’s State Administration for Market Regulation (“SAMR”).

April 19, 2022: Atotech (ATC) filed its 2021 annual report. Record full-year 2021 revenues of $1.5 billion, an increase of 21% over the prior-year period, including chemistry organic revenue growth of 11%; 2021 net income of $7.5 million, compared to a net loss of $289 million in 2020, the latter including impairment charges of $279.5 million of the company’s GMF segment as a result of changed market conditions caused by the COVID-19 pandemic.

Expected to close in Broadcom’s fiscal year 2023 for a closing value of $69 billion in a cash or stock deal. The closing value includes $8 billion of VMware’s net debt, that will be assumed by Broadcom. Under the terms of the agreement, VMware shareholders will elect to receive either $142.50 in cash or 0.2520 shares of Broadcom common stock for each VMware share. The shareholder election will be subject to proration, resulting in approximately 50% of VMware’s shares being exchanged for cash consideration and 50% being exchanged for Broadcom common stock.

Merger Agreement

VMware, Inc. Investor Relations

Broadcom Inc. Investor Relations

Go-Shop Period: 40 days

Termination Fee

Company Termination Fee (To be paid by VMware): If the agreement is terminated by the company prior to the No-Shop Period Start Date (July 5, 2022), an amount equal to $750 million and (b) if payable in any other circumstance pursuant to Article IX, an amount equal to $1.5 billion.

Parent Termination Fee (To be paid by Broadcom): $1.5 billion

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

Termination Fee

Company Termination Fee (To be paid by MoneyGram International): $32.8 million

However, in the event that (a)(i) this Agreement is terminated pursuant to a Change in Recommendation or if the Company receives a Superior Proposal and (ii) the Company enters into an agreement with an Exempted Person with respect to a Company Superior Proposal, and (b) if the counterparty to a transaction giving rise to the obligation to pay the Company Termination Fee (ii) (Future Transactions) is an Exempted Person on the date this Agreement is terminated, then in either instance, the Company Termination Fee shall be an amount in cash equal to $16,400,000 (provided, however, that in the event such Exempted Person is a Prior Bidder, the Company Termination Fee payable pursuant to either the foregoing clause (a) or (b) shall be an amount in cash equal to $30,000,000).

Parent Termination Fee (To be paid by Madison Dearborn Partners): $65.5 million

If a Parent Termination Fee is owed pursuant to Section 7.2(c)(i) (End Date) or Section 7.2(c)(iv) (Money Transfer Permit Denial), the Parent Termination Fee shall mean an amount in cash equal to $30 million.

Update(s)

March 16, 2022: The 30-day “go-shop” period expired under the terms of the Agreement and Plan of Merger between MoneyGram International and Madison Dearborn Partners.

April 21, 2022: The Consumer Financial Protection Bureau (CFPB) and New York Attorney General Letitia James announced that they are filing a lawsuit against MoneyGram International (MGI) and MoneyGram Payment Systems for systemically and repeatedly violating various consumer financial protection laws and leaving families high and dry.

May 23, 2022: MoneyGram International (MGI) announced that stockholders overwhelmingly approved the transaction with affiliates of funds managed by Madison Dearborn Partners.

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

Update(s)

April 13, 2022: TEGNA (TGNA) announced that the special meeting of stockholders will be on May 17, 2022.

May 11, 2022: TEGNA (TGNA) and Standard General 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 and the Contribution Agreement. Issuance of the Second Request extends the waiting period under the HSR Act until 30 days after the Parties have substantially complied with the Second Request, unless the waiting period is terminated earlier by the DOJ or extended by agreement of the Parties.

May 17, 2022: TEGNA (TGNA) announced that at a special meeting of shareholders held, its shareholders voted to adopt the Agreement and Plan of Merger.

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

Termination Fee

Company Termination Fee (To be paid by Tower Semiconductor): $206 million

Parent Termination Fee (To be paid by Intel Corporation): $353 million

Update(s)

April 25, 2022: Tower Semiconductor (TSEM) announced that at its extraordinary general meeting of shareholders, certain proposals related to the agreement and plan of merger with Intel Corporation (INTC) were approved.

Expected to close during the third quarter of 2022 for a closing value of $368.89 million. Upon completion of the merger, shareholders of Hailiang Education Group will receive US$14.31 in cash without interest (the “Per ADS Merger Consideration”).

Merger Agreement

Hailiang Education Group Inc. Investor Relations

Termination Fee

Company Termination Fee: $1.5 million

Parent Termination Fee: $3 million

Expected to close in the second quarter of 2022 for a closing value of $291.3 million. Cedar Realty Trust entered into an agreement to sell a portfolio of 33 grocery-anchored shopping centers to a joint venture between a fund managed by DRA Advisors LLC and KPR Centers for $840.0 million. After completion of the above-described transactions, Cedar Realty Trust and its remaining assets will be sold to Wheeler Real Estate Investment Trust for $29.00 per share in cash, which will be distributed to shareholders upon completion.

Merger Agreement

Cedar Realty Trust, Inc. Investor Relations

Wheeler Real Estate Investment Trust, Inc. Investor Relations

Update(s)

April 21, 2022: Cedar Realty Trust (CDR) announced that the special meeting of stockholders will be on May 27, 2022.

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

Termination Fee

CFIUS Termination Fee: $200 million

Company Termination Fee: $200 million

Update(s)

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

May 5, 2022: Vonage Holdings (VG) announced results for the quarter ended March 31, 2022. The company reported a consolidated revenue of $359 million, an increase of 8% year-over-year.

May 20, 2022: Vonage Holding (VG) and Ericsson (ERIC) extended the termination date of the merger agreement by a period of three months to August 22, 2022.

Expected to close in the second half of 2022 for a closing value of $16 billion. Upon completion of the merger, shareholders of Nielsen Holdings will receive $28 per share in cash.

Merger Agreement

Nielsen Holdings plc Investor Relations

Termination Fee

Company Termination Fee: $102 million

Parent Financing Termination Fee: $511 million

Update(s)

April 6, 2022: Nielsen (NLSN) holder WindAcre said it plans to take steps to block the sale of the TV measurement company to a private equity consortium.

April 14, 2022: WindAcre Partners disclosed on April 14 that it has raised its stake in Nielsen Holdings (NLSN) to 25% as it continues to oppose the deal.

May 13, 2022: Nielsen Holdings (NLSN) announced the expiration of the 45-day “go-shop” period under its previously announced definitive agreement to be acquired by a consortium of private investment funds.

Expected to close in the first quarter of TD’s 2023 fiscal year for a closing value of $13.4 billion. Upon completion of the merger, shareholders of First Horizon Corporation will receive $25 per share in cash. If the transaction does not close prior to November 27, 2022, First Horizon shareholders will receive, at closing, an additional US$0.65 per share on an annualized basis for the period from November 27, 2022 through the day immediately prior to the closing.

Merger Agreement

First Horizon Corporation Investor Relations

The Toronto-Dominion Bank Investor Relations

Termination Fee: $435.5 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

Termination Fee

Breakup Fee: $94.2 million

Expense Reimbursement: $25 million

Update(s)

March 10, 2022: Legislators including Sen. Elizabeth Warren, Bernie Sanders and Rep. Alexandria Ocasio-Cortez are asking for the Department of Justice to investigate Frontier Airlines (ULCC) planned purchase of Spirit Airlines (SAVE) to see if would hurt competition.

April 5, 2022: Spirit Airlines (SAVE) announced that it has received an unsolicited proposal from JetBlue Airways (JBLU) to acquire all of the outstanding shares of Spirit’s common stock in an all-cash transaction for $33.00 per share.

April 7, 2022: The Board of Directors of Spirit Airlines (SAVE) determined that the unsolicited proposal received from JetBlue Airways (JBLU) could reasonably be likely to lead to a “Superior Proposal”. Spirit intends to engage in discussions with JetBlue with respect to JetBlue’s proposal.

April 13, 2022: Spirit (SAVE) received a request for additional information from the U.S. Department of Justice (DOJ) with respect to its proposed merger with Frontier (ULCC). A second request from the DOJ was expected for a transaction of this nature. Spirit remains bound by the terms of the merger agreement with Frontier and will continue to voluntarily provide information to the DOJ in order to facilitate its review of the proposed transaction.

May 2, 2022: The Board of Directors of Spirit Airlines (SAVE) unanimously determined that the unsolicited proposal received from JetBlue Airways (JBLU) does not constitute a ‘Superior Proposal’ as defined in Spirit’s merger agreement with Frontier Group Holdings (ULCC).

May 4, 2022: Spirit Airlines (SAVE) reported first quarter 2022 financial results. For the first quarter 2022, Spirit Airlines reported a net loss of $194.7 million, or a net loss of $1.79 per diluted share.

May 16, 2022: JetBlue Airways Corporation (JBLU) offered to purchase all of the outstanding shares of Spirit Airlines (SAVE), at $30.00 per share.

May 19, 2022: Spirit Airlines (SAVE) announced that its Board of Directors, after consultation with its outside financial and legal advisors, has unanimously determined that the unsolicited tender offer from JetBlue Airways Corporation (JBLU) to acquire all outstanding shares of Spirit’s common stock for $30 per share in cash is NOT in the best interests of Spirit and its stockholders.

May 23, 2022: Spirit Airlines (SAVE) announced that it will host a conference call for analysts to discuss the Spirit Board of Directors’ decision to reject the unsolicited tender offer from JetBlue Airways Corporation (JBLU) and its recommendation that stockholders vote FOR the merger with Frontier Airlines (ULCC).

Expected to close in the third quarter of 2022 for a closing value of $383.29 million. Upon completion of the merger, shareholders of GTY Technology Holdings will receive $6.30 per share in cash.

Merger Agreement

GTY Technology Holdings Inc. Investor Relations

Termination Fee

Company Termination Fee: $12.76 million

Parent Termination Fee: $29.77 million

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

Termination Fee: $12.5 million

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 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

Avangrid Investor Relations

Termination Fee

Company Termination Fee (To be paid by PNM Resources): $130 million

Parent Termination Fee (To be paid by Avangrid): $184 million

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.

February 2, 2022: PNM Resources (PNM) and Avangrid (AGR) filed their Statement of Issues in the appeal.

April 7, 2022: PNM Resources (PNM) and Avangrid (AGR) filed a Brief-in-Chief, providing the legal arguments on these issues. The briefing schedule also includes an answer brief from the New Mexico Public Regulation Commission, followed by the companies’ response brief. There is no statutory deadline for the Court to act.

April 28, 2022: PNM Resources (PNM) released its 2022 first quarter results. 

Expected to close in the third quarter of 2022 for a closing value of $13.9 million. Upon completion of the merger, shareholders of CynergisTek will receive $1.25 per share in cash.

Merger Agreement

CynergisTek, Inc. Investor Relations

Termination Fee: $710,000

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

Termination Fee

Company Ternination Fee: $10 million

Parent Termination Fee: $20 million

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

Termination Fee

Company Termination Fee (To be paid by Rogers Corporation): $135 million

Regulatory Termination Fee: $162.5 million

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 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

Termination Fee: $90 million

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.

April 27, 2022: New York Community Bancorp (NYCB) and Flagstar Bancorp (FBC) announced that they have mutually extended their merger agreement to October 31, 2022.

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

Update(s)

May 10, 2022: Shareholders of South Jersey Industries (SJI) approved the company’s merger with Infrastructure Investments Fund at a special meeting of shareholders.

Expected to close later this year for a closing value of $5.4 billion. Upon completion of the merger, shareholders of Mandiant will receive $23 per share in cash.

Merger Agreement

Mandiant, Inc. Investor Relations

Alphabet Inc. Investor Relations

Termination Fee

Company Termination Fee (To be paid by Mandiant): $197 million

Parent Termination Fee (To be paid by Alphabet): Parent shall pay to the Company, (A) if such termination notice is delivered on or prior to 11:59 p.m. on March 7, 2023 (Termination Date), an amount equal to $328 million, (B) if such termination notice is delivered at any time after 11:59 p.m. on March 7, 2023 but on or prior to 11:59 p.m. on June 7, 2023, an amount equal to $394 million and (C) if such termination notice is delivered at any time after 11:59 p.m. on June 7, 2023 (Extended Termination Date), an amount equal to $460 million.

Update(s)

April 20, 2022: Mandiant (MNDT) and Google (GOOG) each received a request for additional information from the DOJ in connection with the DOJ’s review of the Merger. The issuance of the Second Request extends the waiting period under the HSR Act until 30 days after both Mandiant and Google have substantially complied with the Second Request, unless the waiting period is terminated earlier by the DOJ or extended by agreement of Mandiant and Google.

Expected to close by early 2023 for a closing value of $11.6 billion. Under the terms of the agreement, Pfizer will acquire all outstanding shares of Biohaven not already owned by Pfizer for $148.50 per share in cash. Biohaven common shareholders, including Pfizer, will also receive 0.5 of a share of New Biohaven, a new publicly traded company that will retain Biohaven’s non-CGRP development stage pipeline compounds, per Biohaven common share.

Merger Agreement

Biohaven Pharmaceutical Holding Company Ltd. Investor Relations

Pfizer Inc. Investor Relations

Termination Fee: $450 million

Expected to close in the fourth quarter of 2022 for a closing value of $146.5 million. Upon completion of the merger, shareholders of Randolph Bancorp will receive $27 per share in cash.

Merger Agreement

Randolph Bancorp, Inc. Investor Relations

Termination Fee: $5.75 million

Expected to close in the second half of 2022 for a closing value of $6.9 billion. Upon completion of the deal, shareholders of SailPoint Technologies Holdings will receive $65.25 per share in cash.

Merger Agreement

SailPoint Technologies Holdings, Inc. Investor Relations

Termination Fee

Company Termination Fee: $212.45 million (If this Agreement is terminated by the Company before May 26, 2022 to enter into a definitive agreement with respect to a Superior Proposal received from an Excluded Party, then the “Company Termination Fee” shall be $81.75 million)

Parent Termination Fee: $425.09 million

Update(s)

May 16, 2022: SailPoint Technologies Holdings (SAIL) announced that the 35-day “go-shop” period under the terms of the previously announced definitive agreement expired on May 16, 2022.

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

Termination Fee: $187 million

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.

March 3, 2022: CMC Materials (CCMP) announced that its stockholders voted to approve the previously announced merger agreement with Entegris (ENTG).

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

Termination Fee

Company Termination Fee: $27.5 million

Base Parent Termination Fee: $55.1 million

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 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

Termination Fee

Company Termination Fee: $409 million

Parent Termination Fee: $818 million

Update(s)

April 21, 2022: Citrix Systems (CTXS) announced that its stockholders voted to approve Citrix’s pending acquisition by affiliates of Vista Equity Partners and Evergreen Coast Capital Corporation.

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

Termination Fee: $71 million

Update(s)

March 9, 2022: Shareholders of GCP Applied Technologies (GCP) approved the company’s merger with Saint-Gobain.

Expected to close in the second quarter of 2022 for a closing value of $570 million. Upon completion of the merger, shareholders of Tufin Software Technologies will receive $13.00 per share in cash.

Merger Agreement

Tufin Software Technologies Ltd. Investor Relations

Termination Fee

Company Termination Fee: $10 million (If the Merger Agreement is terminated in connection with the Company entering into an alternative acquisition agreement in respect of a Superior Proposal entered into during the “go-shop” period)

(If the company breaches its representations, warranties or covenants in a manner that would cause the related closing conditions to not be met, the company will be required to pay Parent a termination fee of $17.2 million)

Parent Termination Fee: $34.4 million

Update(s)

May 3, 2022: Tufin Software Technologies (TUFN) announced that the special meeting of stockholders will be on June 7, 2022.

Expected to be completed in the second half of fiscal year 2022 for a closing value of $164.49 million. Upon completion of the merger, shareholders of ServiceSource International will receive $1.50 per share in cash.

Merger Agreement

ServiceSource International, Inc. Investor Relations

Concentrix Corporation Investor Relations

Termination Fee: $5.73 million

Expected to close in mid-2022 for a closing value of $199.72 million. Upon completion of the merger, shareholders of Blueknight Energy Partners will receive $4.65 per share in cash.

Merger Agreement

Blueknight Energy Partners, L.P. Investor Relations

Termination Fee: $5.5 million

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

Termination Fee:

Company Termination Fee (To be paid by Coherent): $108.8 million

Parent Termination Fee (To be paid by II-VI Incorporated): $337.7 million

Parent China Regulatory Termination Fee: $500 million

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.

May 2, 2022: II-VI Incorporated (IIVI) and Coherent (COHR) refiled their Premerger Notification and Report Form (the “HSR Notification”) with the Federal Trade Commission and the U.S. Department of Justice, in connection with the previously-announced pending acquisition of Coherent by II-VI.

Expected to close in the second half of 2022 for a closing value of $585.29 million in an all stock deal. Under the terms of the agreement, shareholders of Nomad will receive 1.21 common shares of Sandstorm for each Nomad Share held.

Nomad Royalty Company Ltd Investor Relations

Sandstorm Gold Ltd. Investor Relations

Expected to close in the second half of 2022 for a closing value of $167.6 million. Upon completion of the merger, shareholders of Höegh LNG Partners will receive $9.25 per share in cash.

Merger Agreement

Höegh LNG Partners LP Investor Relations

Expected to close in the third quarter of 2022 for a closing value of $1.2 billion. Upon completion of the merger, shareholders of Natus Medical Incorporated will receive $33.5 per share in cash.

Merger Agreement

Natus Medical Incorporated Investor Relations

Termination Fee

Company Termination Fee: $39.51 million

Parent Termination Fee: $79.01 million

Expected to close in the second half of 2022 for a closing value of $6.2 billion. Upon completion of the merger, shareholders of LHC Group will receive $170 per share in cash.

Merger Agreement

LHC Group, Inc. Investor Relations

Termination Fee: $180 million

Expected to close in the second quarter of 2022 for a closing value of $97.44 million. Upon completion of the merger, shareholders of Summer Infant will receive $12.00 per share in cash.

Merger Agreement

Summer Infant, Inc. Investor Relations

Termination Fee:

Company Termination Fee: $2.31 million

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

Termination Fee: $145 million

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 during the fall of 2022 for a closing value of $927.7 million. Upon completion of the merger, shareholders of StoneMor will receive $3.50 per share in cash.

Merger Agreement

StoneMor Inc. Investor Relations

Expected to close in the fourth quarter of 2022 for a closing value of $11.6 billion. Upon completion of the merger, shareholders of Alleghany will receive $848.02 per share in cash.

Merger Agreement

Alleghany Corporation Investor Relations

Berkshire Hathaway Investor Relations

Termination Fee

If this Agreement is terminated, the Agreement shall become void and of no effect with no liability on the part of any party.

Update(s)

April 13, 2022: According to Reuters, Alleghany (Y) shareholder, Shiva Stein has sued to block Berkshire’s (BRK.A, BRK.B) buyout over lack of disclosures.

April 18, 2022: Alleghany Corporation (Y) announced the end of the “go-shop” period under the previously announced definitive merger agreement with Berkshire Hathaway (BRK.A, BRK.B). Under the terms of the agreement, Alleghany and its representatives were permitted to solicit and consider alternative acquisition proposals from third parties until April 14, 2022.

Expected to close in the third quarter of 2022 for a closing value of $142.1 million in a cash plus stock deal. Under the terms of the Merger Agreement, Prudential shareholders will receive Fulton common stock based on a fixed exchange ratio of 0.7974 Fulton shares and $3.65 in cash for each Prudential share they own.

Merger Agreement

Prudential Bancorp, Inc. Investor Relations

Fulton Financial Corporation Investor Relations

Termination Fee: $6 million

Update(s)

May 23, 2022: Fulton Financial Corporation (FULT) announced that both the Federal Reserve Bank of Philadelphia and the Pennsylvania Department of Banking and Securities have approved the respective applications by Fulton to acquire Prudential Bancorp (PBIP).

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

Termination Fee: $110 million

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.

March 3, 2022: Welbilt (WBT) announced that it has entered into a definitive agreement to sell its Manitowoc Ice business to Pentair (PNR) for approximately $1.6 billion in cash, on a cash free and debt free basis, subject to customary post-closing adjustments. Commenting on the transaction, Bill Johnson, Welbilt’s President and CEO, said, “We believe that this transaction is a good outcome for both Welbilt and Manitowoc Ice. We are confident that the successful closing of this transaction will pave the way for Welbilt to complete its sale to Ali Group, while Manitowoc Ice will benefit from Pentair’s focus on water solutions and its diversified customer base and product lines.”

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

Termination Fee

Company Termination Fee: $158 million

Parent Equity Financing Termination Fee: $300 million

Parent Debt Financing Termination Fee: $250 million

Antitrust Termination Fee: $250 million

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 in the second half of 2022 for a closing value of $11 billion. Upon completion of the merger, shareholders of Switch will receive $34.25 per share in cash.

Merger Agreement

Switch, Inc. Investor Relations

DigitalBridge Group, Inc. Investor Relations

Termination Fee

Company Termination Fee: $260 million

Parent Termination Fee: $693 million

Expected to close in the third quarter of 2022 for a closing value of $247 million. Upon completion of the merger, shareholders of Trecora Resources will receive $9.81 per share in cash.

Merger Agreement

Trecora Resources Investor Relations

Termination Fee

Company Termination Fee: $9.4 million

Parent Termination Fee: $10.7 million

Expected to close in early July 2022 for a closing value of $385 million. Upon completion of the merger, shareholders of Points.com will receive $25.00 per share in cash.

Points.com Inc. Investor Relations

Expected to close in the third quarter of 2022 for a closing value of $137.1 million. Upon completion of the merger, shareholders of Manning & Napier will receive $12.85 per share in cash.

Merger Agreement

Manning & Napier, Inc. Investor Relations

Termination Fee

Company Termination Fee: $8.79 million ($3.14 million if the Agreement is terminated prior to the “no-shop” period start date)

Parent Termination Fee: $15.07 million

Expected to close in the second half of 2022 for a closing value of $6.2 billion. Upon completion of the merger, shareholders of Datto Holding will receive $35.50 per share in cash.

Merger Agreement

Datto Holding Corp. Investor Relations

Termination Fee

Company Termination Fee: $185.67 million

Parent Termination Fee: $371.33 million

Update(s)

May 25, 2022: The HSR Waiting Period applicable to the consummation of the Merger between Datto Holding (MSP) and Kaseya expired on May 25, 2021.

Expected to close in the second half of 2022 for a closing value of $4 billion. Upon completion of the merger, shareholders of Covetrus will receive $21.00 per share in cash.

Merger Agreement

Covetrus, Inc. Investor Relations

Termination Fee

Company Termination Fee: $88.32 million

Parent Termination Fee: $197.95 million

Expected to close in the third quarter of 2022 for a closing value of $12.8 billion. Upon completion of the merger, shareholders of American Campus Communities will receive $65.47 per share in cash.

Merger Agreement

American Campus Communities, Inc. Investor Relations

Blackstone, Inc. Investor Relations

Termination Fee

Company Termination Payment: $278 million (The Company Termination Payment shall be $139 million in the event this Agreement is terminated by the Company prior to the Cut-Off Time in order to enter into a definitive agreement with an Excluded Party providing for the implementation of a Superior Proposal.)

Parent Termination Payment: $832 million

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

Update(s)

April 6, 2022: 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 Meritor (MTOR) and Cummins (CMI).

April 18, 2022: Meritor (MTOR) announced that the special meeting of stockholders will be on May 26, 2022.

May 26, 2022: Meritor (MTOR) announced that its shareholders have voted to approve the previously announced pending acquisition by Cummins (CMI) at a special meeting.

Expected to close in the third quarter of 2022 for a closing value of $8.3 billion. Upon completion of the merger, shareholders of CDK Global will receive $54.87 per share in cash.

Merger Agreement

CDK Global, Inc. Investor Relations

Expected to close in the third quarter of 2022 for a closing value of $658.07 million. Upon completion of the merger, shareholders of Hemisphere Media Group will receive $7.00 per share in cash.

Merger Agreement

Hemisphere Media Group, Inc.  Investor Relations

Termination Fee

Company Termination Fee: $10.6 million (if the Company terminates this agreement and enters into a definitive agreement with respect to a Superior Proposal on or prior to the Go-Shop End Date then the company termination fee will be $5.7 million.)

Parent Termination Fee: $15.6 million

Expected to close in the third quarter of 2022 for a closing value of $87.32 million. Upon completion of the merger, shareholders of Entasis Therapeutics Holdings will receive $2.20 per share in cash.

Merger Agreement

Entasis Therapeutics Holdings Inc. Investor Relations

Innoviva, Inc. Investor Relations

Expected to close in the second half of 2022 for a closing value of $4.2 billion. Upon completion of the merger, shareholders of ManTech International Corporation will receive $96 per share in cash.

Merger Agreement

ManTech International Corporation Investor Relations

The Carlyle Group Inc. Investor Relations

Termination Fee

Company Termination Fee: $115.88 million

Parent Termination Fee: $239.75 million

Expected to close in or prior to the third quarter of 2022 for a closing value of $2 billion. Upon completion of the merger, shareholders of Tivity Health will receive $32.50 per share in cash.

Merger Agreement

Tivity Health, Inc. Investor Relations

Expected to close in the second or third quarter of 2022 for a closing value of $5.8 billion. Upon completion of the merger, shareholders of Cornerstone Building Brands will receive $24.65 per share in cash.

Merger Agreement

Cornerstone Building Brands, Inc. Investor Relations

Termination Fee:

Company Termination Fee (To be paid by Cornerstone Building Brands): $105 million

Parent Termination Fee (To be paid by Clayton, Dubilier & Rice): $210 million

Expected to close by the end of calendar 2022 for a closing value of $3.3 billion. Upon completion of the merger, shareholders of Plantronics will receive $40 per share in cash.

Merger Agreement

Plantronics, Inc. Investor Relations

HP Inc. Investor Relations

Termination Fee: $66 million

Update(s)

May 17, 2022: Plantronics (POLY) announced that the special meeting of stockholders will be on June 23, 2022.

Expected to close in the third quarter of 2022 for a closing value of $2.36 billion in an all stock deal. Under the terms of the agreement, each public unitholder of Rattler would receive 0.113 of a share of common stock in Diamondback in exchange for each Rattler common unit owned.

Merger Agreement

Rattler Midstream LP Investor Relations

Diamondback Energy, Inc. Investor Relations

Termination Fee: $3.5 million

Expected to close in the first half of 2022, for a closing value of $10.7 billion. Upon completion of the merger, shareholders of Anaplan will receive $66 per share in cash.

Merger Agreement

Anaplan, Inc. Investor Relations

Termination Fees

Company Termination Fee: $293.12 million

Parent Termination Fee: $586.25 million

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.

Merger Agreement

TriState Capital Holdings, Inc. Investor Relations

Raymond James Financial, Inc. Investor Relations

Termination Fee: $41.91 million

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 third quarter of 2022 for a closing value of $1.1 billion. Upon completion of the deal, shareholders of Sierra Oncology will receive $55 per share in cash.

Merger Agreement

Sierra Oncology, Inc. Investor Relations

GlaxoSmithKline plc Investor Relations

Termination Fee: $70 million

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.

Merger Agreement

The National Security Group, Inc. Investor Relations

Termination Fee: $1.24 million

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

Termination Fee: 950 million

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.

March 30, 2022: With respect to the acquisition of Cerner Corporation (CERN), Oracle (ORCL) received unconditional clearance from the German Federal Ministry for Economic Affairs and Climate Action.

April 5, 2022: With respect to the acquisition of Cerner Corporation (CERN), Oracle (ORCL) received unconditional clearance of the transaction “Foreign Antitrust Laws—Canada” from the Commissioner, who issued an advance ruling certificate under subsection 102(1) of the Competition Act.

April 8, 2022: With respect to the acquisition of Cerner Corporation (CERN), Oracle (ORCL) received unconditional clearance from the National Defense Council (Consiliul Suprem de Apărare al Ţării) in Romania.

April 11, 2022: Oracle Corporation (ORCL) announced that it has extended its tender offer in connection with the acquisition of Cerner Corporation (CERN) until May 11, 2022.

April 22, 2022: Oracle’s (ORCL) planned purchase of Cerner (CERN) has been filed with the European Commission and the EC has a provisional deadline of June 1, 2022.

May 10, 2022: Oracle (ORCL) extended the expiration of the offer with respect to its merger with Cerner Corporation (CERN). The Offer was previously scheduled to expire on May 11, 2022. The expiration date of the offer has been extended to June 6, 2022.

Expected to close in the second half of 2022 for a closing value of $2.75 billion. Upon completion of the merger, shareholders of Renewable Energy Group will receive $61.50 per share in cash.

Merger Agreement

Renewable Energy Group, Inc. Investor Relations

Chevron Corporation Investor Relations

Termination Fee: $91 million

Update(s)

April 11, 2022: 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 Renewable Energy Group (REGI) and Chevron Corporation (CVX).

May 17, 2022: Renewable Energy Group (REGI) announced that its stockholders voted to adopt the previously announced definitive agreement, in which REG will be acquired by Chevron Corporation (CVX).

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.

Merger Agreement

Preferred Apartment Communities, Inc. Investor Relations

Termination Fee

Company Termination Payment (To be paid by Preferred Apartment Communities): $80 million

The Company Termination Payment shall be $25 million in the event this Agreement is terminated by the Company prior to the Cut-Off Time in order to enter into a definitive agreement with an Excluded Party providing for the implementation of a Superior Proposal.

Parent Termination Payment (To be paid by Blackstone Real Estate Income Trust): $300 million

Update(s)

March 21, 2022: Preferred Apartment Communities (APTS) announced the expiration of the 30-day “go-shop” period set forth in the previously announced definitive merger agreement with Blackstone Real Estate Income Trust.

Expected to close by mid-2022 for a closing value of $250 million. Upon completion of the merger, shareholders of Checkmate Pharmaceuticals will receive $10.5 per share in cash.

Merger Agreement

Checkmate Pharmaceuticals, Inc. Investor Relations

Regeneron Pharmaceuticals, Inc. Investor Relations

Termination Fee: $8.75 million

Expected to close in the third quarter of 2022 for a closing value of $7.6 billion. Upon completion of the merger, shareholders of PS Business Parks will receive $187.50 per share in cash

Merger Agreement

PS Business Parks, Inc. Investor Relations

Blackstone, Inc. Investor Relations

Termination Fee

Company Termination Fee: $220 million (The Company Termination Fee shall be $110 million in the event this Agreement is terminated by the Company prior to the Cut-Off Time.)

Parent Termination Fee: $735 million

Cut-Off Time: June 4, 2022

Update(s)

May 25, 2022: PS Business Parks (PSB) announced the expiration of the “go-shop” period set forth in the previously announced definitive merger agreement with affiliates of Blackstone Real Estate (BX).

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

Termination Fee: $32.5 million

Update(s)

May 17, 2022: CBTX (CBTX) and Allegiance Bancshares (ABTX) jointly announced that Stellar Bancorp, Inc. will be the name of the combined company and Stellar Bank will be the name of the combined bank to be created through their merger of equals.

May 24, 2022: Allegiance Bancshares (ABTX) and CBTX, Inc. (CBTX) announced that their respective shareholders had approved the agreement for the merger of equals of Allegiance and CBTX.

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

Termination Fee: $7.4 million

Update(s)

March 10, 2022: Shareholders of Partners Bancorp (PTRS) approved the company’s merger with OceanFirst Financial (OCFC).

May 3, 2022: Partners Bancorp (PTRS), reported net income attributable to the company of $2.1 million, or $0.12 per share, for the three months ended March 31, 2022, a $1.0 million or 93.5% increase when compared to net income attributable to the company of $1.1 million, or $0.06 per share, for the same period in 2021.

Expected to be completed in the second half of 2022 for a closing value of $313 million in a cash or stock deal. Under the terms of the merger agreement, stockholders of PCSB will receive, for each share of PCSB, at the holder’s election, either $22.00 in cash consideration or 1.3284 shares of Brookline common stock for each share of PCSB common stock, subject to allocation procedures to ensure 60% of the outstanding shares of PCSB common stock will be converted to Brookline common stock.

Merger Agreement

PCSB Financial Corporation Investor Relations

Brookline Bancorp, Inc. Investor Relations

Termination Fee: $12 million

Expected to close in the second half of 2022 for a closing value of $1.18 billion in an all stock deal. Under the terms of the agreement, shareholders of Neenah will receive 1.358 shares of SWM common stock for each share of Neenah common stock owned.

Merger Agreement

Neenah, Inc. Investor Relations

Schweitzer-Mauduit International, Inc. Investor Relations

Termination Fee: $24 million

Update(s)

May 4, 2022: Neenah (NP) reported first quarter 2022 results. Record net sales of $284.8 million, were up 25 percent from the prior year, reflecting selling price actions to recover input costs and higher volume in both segments. Excluding the effects of the April 2021 Itasa acquisition and a facility closure, net sales were 12 percent higher.

May 16, 2022: Schweitzer-Mauduit International (SWM) and Neenah (NP) announced the future executive leadership team and operating structure for the combined company, effective upon completing their pending merger. Julie Schertell, President and Chief Executive Officer of Neenah, will serve as President, Chief Executive Officer, and a member of the Board of Directors. Dr. Jeff Kramer, Chief Executive Officer of SWM, will serve as a strategic advisor.

Expected to close in the second half of 2022 for a closing value of $105 million in a cash or stock deal. Under the terms of the agreement, each shareholder of Emclaire may elect to receive either $40.00 per share in cash or 2.15 shares of Farmers’ common stock, subject to an overall limitation of 70% of the shares being exchanged for Farmers’ shares and 30% for cash.

Merger Agreement

Emclaire Financial Corp Investor Relations

Farmers National Banc Corp. Investor Relations

Termination Fee: $3.75 million

Update(s)

April 29, 2022: Emclaire Financial (EMCF) reported consolidated net income available to common stockholders of $2.4 million, or $0.88 per diluted common share, for the three months ended March 31, 2022, an increase of $262,000, or 12.1%, from $2.2 million, or $0.79 per diluted common share, reported for the comparable period in 2021.

Expected to close in the second half of 2022 for a closing value of $182.9 million in an all stock deal. Under the terms of the agreement, Redbox stockholders will receive a fixed exchange ratio of 0.087 of a share of class A common stock of Chicken Soup for the Soul Entertainment per Redbox share.

“Unless there were a typo in the exchange ratio (doesn’t appear to be the case), this is a massive take under of Redbox at a huge discount to where the stock was trading before the announcement.”

Merger Agreement

Redbox Entertainment Inc. Investor Relations

Chicken Soup for the Soul Entertainment, Inc. Investor Relations

Termination Fee

Company Termination Fee: $15 million