Merger Arbitrage Mondays – Amazon Acquires 1Life Healthcare (One Medical)

Expected to close in the second half of 2022 for a closing vlaue of $67.2 million in an all stock deal. Under the terms of the agreement, shareholders of Tyme Technologies will receive approximately 0.4312 shares of Syros common stock for each share of TYME common stock.

Merger Agreement

Tyme Technologies, Inc. Investor Relations

Syros Pharmaceuticals, Inc. Investor Relations

Termination Fee

Tyme Termination Fee: $2.44 million

Syros Termination Fee: $2.07 million

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.

June 3, 2022: Twitter (TWTR) announced the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, with respect to the previously announced agreement for Twitter to be acquired by affiliates of Elon Musk.

June 6, 2022: Elon Musk said that Twitter (TWTR) has “materially breached” it’s obligations under the merger agreement due to Musk’s requests for more information about spam accounts.

June 21, 2022: Twitter’s (TWTR) board of directors unanimously recommended that the social media company’s shareholders vote to approve its sale to Elon Musk at a special meeting of shareholders.

July 8, 2022: Twitter (TWTR) received a notice of purported termination from Elon Musk and the Twitter Board issued the following statement in response: “We are committed to closing the transaction on the price and terms agreed upon with Mr. Musk and plan to pursue legal action to enforce the merger agreement. We are confident we will prevail in the Delaware Court of Chancery.”

July 12, 2022: Twitter (TWTR) filed a complaint in the Delaware Court of Chancery against Mr. Musk, Parent and Acquisition Sub seeking a grant of specific performance ordering Mr. Musk, Parent and Acquisition Sub to specifically perform their obligations under the Merger Agreement and consummate the closing in accordance with the terms of the Merger Agreement.

July 15, 2022: According to Reuters, Elon Musk filed a motion opposing Twitter’s (TWTR) request to fast-track a trial over his plan to terminate his $44 billion deal for the social media firm.

July 19, 2022: According to The Wall Street Journal, Twitter (TWTR) won its first legal fight against Elon Musk on Tuesday when a Delaware judge granted the company’s request to fast-track its lawsuit seeking to compel Elon Musk to complete his $44 billion purchase of the social-media site.

Expected to close in the first half of 2023 for a closing value 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.

June 17, 2022:  Black Knight (BKI) and Intercontinental Exchange (ICE), each received a Request for Additional Information and Documentary Material, referred to as a “Second Request,” from the FTC with respect to the merger. Accordingly, the HSR waiting period will expire 30 days after ICE and Black Knight each certify their substantial compliance with the Second Request, unless earlier terminated by the FTC or extended by agreement of the parties or court order.

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).

June 1, 2022: Terminix Global Holdings (TMX) announced that it has completed the divestment of its pest management businesses in the U.K. and Norway. Completion of the divestment and the previously announced completion of the antitrust review process in the U.S. satisfy two of the closing conditions to the Company’s pending merger with Rentokil Initial (RTOKY).

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

Update(s)

June 28, 2022: MaxLinear (MXL) announced the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 with respect to the previously announced agreement under which MaxLinear will acquire Silicon Motion Technology Corporation (SIMO) in a cash and stock transaction.

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

Update(s)

July 5, 2022: Bloomberg reported that Broadcom’s (AVGO) deal for VMware (VMW) will move forward after a rival bidder failed to emerge to break up the deal during the “go-shop” period.

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.

May 31, 2022: The Commissioner of Competition’s application to seek an interim injunction has been resolved on the basis that Rogers Communications (RCI) and Shaw Communications (SJR) have agreed to not proceed with closing their proposed merger until either a negotiated settlement is agreed with the Commissioner or the Competition Tribunal has ruled on the matter.

June 3, 2022: According to Reuters, Rogers Communications (RCI) asked a tribunal to scrap Canada competition bureau’s rejection to its purchase of Shaw Communications (SJR) arguing the merger would create more competition rather than stifle it.

June 9, 2022: According to Reuters, Canada’s anti-trust regulator wants to speed up its case against Rogers Communications (RCI) purchase of Shaw Communications (SJR) with a process that would schedule a dispute hearing in five to six months.

June 17, 2022: Rogers Communications (RCI), Shaw Communications (SJR) and Quebecor announced an agreement for the sale of Freedom Mobile to Quebecor, a critical step towards completing the merger between Rogers and Shaw.

June 23, 2022: Rogers Communications (RCI) and Shaw Communications (SJR) have confirmed to Canada’s Competition Tribunal that they will seek mediation on their planned C$26B merger, with questions continuing to center on Shaw’s wireless business.

July 6, 2022: According to a press release, the early mediation between Rogers Communications (RCI), Shaw Communications (SJR), and the Commissioner of Competition on July 4 and July 5, 2022, did not result in a resolution of the Commissioner’s objections to the proposed merger. We have extended the closing date for this deal to September 30, 2022.

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.

July 6, 2022: Bloomberg reported that the UK competition regulator has opened an investigation into Microsoft’s (MSFT) purchase of Activision Blizzard (ATVI) joining other regulators in scrutinizing the deal.

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.

July 14, 2022: The European Commission approved, under the EU Merger Regulation, the acquisition of joint control of Nielsen Holdings (NLSN) by Elliott Investment Management.

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 second half of 2022 for a closing value of $6.7 billion in an all stock deal. Under the terms of the Transaction, all of the outstanding Yamana Shares will be exchanged at a ratio of 0.6 of an ordinary share in Gold Fields or 0.6 of a Gold Fields American depositary share for each Yamana Share.

Yamana Gold Inc. Investor Relations

Gold Fields Limited Investor Relations

Update(s)

July 15, 2022: According to Reuters, CEO Chris Griffith said on Friday that Gold Fields (GFI) shareholders are starting to better understand the miner’s proposed acquisition of Yamana Gold (AUY), as he tries to win investors over to the deal that was negatively received by the market.

Expected to close in the second half of 2022 for a closing value of $161 million. Upon completion of the deal, shareholders of F-star Therapeutics will receive $7.12 per share in cash.

Merger Agreement

F-star Therapeutics, Inc. Investor Relations

Termination Fee

Company Termination Fee: $7.25 million

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 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.

June 3, 2022: Bloomberg reported that Tegna’s (TGNA) sale to Standard General is coming under more scrutiny from US regulators after critics said the deal would boost prices for consumers. In a letter Friday, the Federal Communications Commission posed a series of questions including how the deal for 64 TV stations would improve local broadcasting.

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.

July 1, 2022: Since this deal has not yet been completed, we are extending the closing date to September 30, 2022.

Expected to close in the second half of 2022 for a closing value of $105.59 million. Upon completion of the merger, shareholders of Glory Star New Media Group Holdings Limited will receive $1.55 per share in cash.

Merger Agreement

Glory Star New Media Group Holdings Limited Investor Relations

Termination Fee

Company Termination Fee: $527,948.62

Parent Termination Fee: $1.06 million

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

Update(s)

May 31, 2022: First Horizon Corporation (FHN) received shareholder approval for The Toronto-Dominion Bank (TD) to acquire First Horizon.

June 15, 2022: Lawmakers led by Sen. Elizabeth Warren asked a key regulator to block Toronto-Dominion Bank’s $13.4 billion acquisition of First Horizon Corporation (FHN), because of allegations of customer abuse.

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 third quarter of 2022 for a closing value of $890 million. Upon completion of the merger, shareholders of Radius Health will receive $10.00 per share in cash plus a CVR of $1.00 per share payable upon TYMLOS® (abaloparatide) net sales reaching $300 million (inclusive of U.S. sales and Japan royalties or supply payments based on supply of TYMLOS for sale in Japan) during any consecutive 12-month period prior to December 31, 2025.

Merger Agreement

Radius Health, Inc. Investor Relations

Termination Fee

Company Termination Fee: $16.15 million

Parent Termination Fee: $22.74 million

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 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

Update(s)

June 23, 2022: BlueCity Holdings Limited (BLCT) announced that the special meeting of stockholders will be on July 29, 2022.

Expected to close in the fourth quarter of 2022 for a closing value of $546.29 million in an all stock deal. Under the terms of the transaction, U.S. Well Services shareholders will receive ProFrac Holding common shares at a ratio of 0.0561.

Merger Agreement

U.S. Well Services, Inc. Investor Relations

ProFrac Holding Corp. Investor Relations

Termination Fee

Company Termination Fee: $8 million

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 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. 

July 1, 2022: Since this deal has not yet been completed, we are extending the closing date to September 30, 2022.

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.

June 7, 2022: Tenneco (TEN) announced that its shareholders voted to approve Tenneco’s pending acquisition by affiliates of Apollo Global Management.

July 7, 2022: Tenneco (TEN) announced that all conditions to closing under the Merger Agreement with respect to antitrust and/or foreign direct investment laws have been satisfied or waived in accordance with the terms and conditions of the Merger Agreement except for the conditions pertaining to the antitrust and competition laws of the European Union, Japan and Mexico.

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 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: $350 million

Expense Reimbursement: $25 million

Update(s)

February 8, 2022: According to Reuters, lawyers from the U.S. Justice Department say Spirit and Frontier’s merger to create the fifth-largest airline in the country would face close scrutiny.

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 11, 2022: Spirit Airlines (SAVE) announced that it will hold a shareholder meeting on June 10 for a vote on its proposed merger with Frontier Group Holdings (ULCC)

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).

May 31, 2022: Spirit Airlines (SAVE) disagreed with Institutional Shareholder Services’ recommendation regarding the company’s definitive merger agreement with Frontier Group Holdings (ULCC).

June 2, 2022: Spirit Airlines (SAVE) and Frontier Group Holdings (ULCC) announced an amendment to their previously announced merger agreement. Under the terms of the amended merger agreement, Frontier would pay a reverse termination fee of $250 million, or $2.23 per share, to Spirit in the unlikely event the combination is not consummated for antitrust reasons.

June 3, 2022: Shareholder advisory firm Glass Lewis recommended Spirit Airlines (SAVE) investors approve Frontier Group Holdings’s (ULCC) takeover bid, saying it was the “best available” at this time.

June 6, 2022: JetBlue (JBLU) announced that it has submitted an improved proposal to the Board of Directors of Spirit (SAVE). The proposal includes an enhanced reverse break-up fee of $350 million. Spirit stockholders will receive an aggregate consideration of $31.50 per share in cash, comprised of $30 per share in cash at the closing of the transaction and the prepayment of $1.50 per share of the reverse break-up fee.

June 8, 2022: Spirit Airlines (SAVE) announced that it postponed its Special Meeting of Stockholders relating to the proposed merger agreement with Frontier Group Holdings (ULCC) until June 30, 2022.

June 14, 2022: Spirit Airlines (SAVE) issued an update regarding its ongoing discussions with Frontier Group Holdings (ULCC) and JetBlue Airways (JBLU), stating that it is bound by the terms of its merger agreement with Frontier, under which a “Superior Proposal” is defined as being both reasonably capable of being consummated and more favorable to Spirit’s stockholders from a financial point of view.

June 20, 2022: The Wall Street Journal reported that JetBlue Airways (JBLU) is continuing its quest to buy Spirit Airlines (SAVE) by increasing its offer to $33.50 in cash per Spirit share and strengthening its commitment to divest itself of assets to get regulatory approval for the deal.

June 20, 2022: Spirit Airlines (SAVE) confirmed receipt of a revised proposal from JetBlue Airways to acquire all of the outstanding shares of Spirit’s common stock.

June 24, 2022: Spirit Airlines (SAVE) and Frontier Group Holdings (ULCC) entered into Amendment No. 2 to their Agreement and Plan of Merger. The Second Amendment amends the Merger Agreement to increase the amount of the cash consideration payable to Spirit stockholders by an additional $2.00 per share, for an aggregate cash amount, without interest, equal to $4.13 per share of Spirit common stock, minus, to the extent paid or payable, the $2.22 cash dividend to be paid to Spirit stockholders as of a record date to be determined equal to $2.22 per share of Spirit common stock on October 3, 2022, or any other date determined by Spirit. The Second Amendment also increases the reverse termination fee payable by Frontier to $350,000,000.

June 27, 2022: JetBlue Airways (JBLU) continued its fight to acquire Spirit Airlines (SAVE), raising its all-cash bid yet again in response to an increased offer by Frontier Group Holdings (ULCC). The new proposal includes an accelerated prepayment of $2.50 a share, structured as a cash dividend to Spirit shareholders after approval of the terms, JetBlue said Monday in a statement. That’s up from $1.50 a share in a prior offer. JetBlue also increased its breakup fee to $400 million from $350 million, to be paid if antitrust regulators block the combination. The revised bid includes a so-called ticking fee mechanism as well, which could boost the overall value of the offer to $34.15 a share, or $3.7 billion.

June 28, 2022: Spirit Airlines (SAVE) reiterated recommendation that stockholders vote FOR the merger agreement with Frontier (ULCC). Spirit also stated that JetBlue’s (JBLU) latest offer does not address serious regulatory concerns or deliver greater value.

June 29, 2022: Spirit Airlines (SAVE) announced that it intends to open and immediately adjourn its Special Meeting of Stockholders relating to the proposed merger agreement with Frontier Group Holdings (ULCC), to allow the Spirit Board of Directors to continue discussions with Frontier and JetBlue Airways Corporation (JBLU). The company intends to reconvene the Special Meeting on July 8, 2022.

July 7, 2022: Spirit Airlines (SAVE) postponed a shareholder vote scheduled for Friday on its sale to Frontier Group Holdings (ULCC) so its board can continue discussions with both Frontier and JetBlue Airways (JBLU). The company intends to reconvene the Special Meeting on July 15, 2022.

July 13, 2022: Spirit Airlines (SAVE) announced that, in response to the request set forth in the letter to the company from Frontier Group Holdings (ULCC) dated July 10, 2022, Spirit intends to reopen and immediately adjourn its special meeting of stockholders relating to the proposed merger agreement with Frontier until July 27, 2022.

July 15, 2022: Proxy advisory firm Institutional Shareholder Services reversed its stance on Spirit Airlines’ (SAVE) planned tie-up with Frontier Airlines (ULCC) by calling JetBlue’s (JBLU) all-cash bid a “superior alternative.”

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).

June 14, 2022: Metromile (MILE) and Lemonade (LMND) received approval from the Department of Justice under the Hart-Scott-Rodino Act and are awaiting other required regulatory approvals. The transaction is now expected to close early in the third quarter of 2022.

Expected to close for a closing value of $3.9 billion. Upon completion of the merger, shareholders of 1Life Healthcare will receive $18 per share in cash.

Merger Agreement

1Life Healthcare, Inc. Investor Relations

Amazon Investor Relations

Termination Fee

Company Termination Fee: $136 million

Parent Termination Fee: $195 million

Expected to close in the fourth quarter of 2022 for a closing value of $3.61 billion in an all stock deal. Under the terms of the agreement, each ordinary share of ironSource will be exchanged for 0.1089 shares of Unity common stock.

Merger Agreement

ironSource Ltd. Investor Relations

Unity Investor Relations

Termination Fee

Company Termination Fee: $150 million

Parent Termination Fee: $150 million

Expected to close in the fourth quarter of 2022 for a closing value of $1.53 billion. Upon completion of the merger, shareholders of Meridian Bioscience will receive $34 per share in cash,

Meridian Bioscience, Inc. Investor Relations

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

Update(s)

June 23, 2022: CynergisTek (CTEK) announced the expiration of the initial “go-shop” period set forth in the previously announced merger agreement with Clearwater Compliance.

June 29, 2022: CynergisTek (CTEK) announced the expiration of the Excluded Party “go-shop” period set forth in the previously announced merger agreement with Clearwater Compliance.

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

Update(s)

June 10, 2022: LHC Group (LHCG) and UnitedHealth Group each received a request for additional information and documentary materials from the FTC in connection with the FTC’s review of the Merger.

June 21, 2022: Shareholders of LHC Group (LHCG) approved the company’s merger with Optum at a special meeting of shareholders.

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.

May 20, 2022: Tufin Software Technologies (TUFN) announced the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (HSR Act), in connection with the proposed acquisition of the company by Turn/River Capital has expired.

June 7, 2022: Tufin Software Technologies (TUFN) announced that it has received shareholder approval to be acquired by Turn/River Capital.

June 23, 2022: Tufin Software Technologies (TUFN) announced that the German Ministry of Economic Affairs and Climate Action has cleared the merger under the foreign investment law of Germany by issuing a certificate of non-objection and French Ministry of Economy, Finance and Industrial and Digital Sovereignty has confirmed that the merger is out of the scope of review of French foreign investment law. The company and Turn/River currently expect the closing of the merger to occur in the third quarter of 2022.

Expected to close in the second half of 2022 for a closing value of $273 million in an all stock deal. Under the terms of the agreement, shareholders of TransGlobe Energy Corporation will receive 0.6727 of a VAALCO share of common stock.

Merger Agreement

TransGlobe Energy Corporation Investor Relations

VAALCO Energy, Inc. Investor Relations

Termination Fee

TransGlobe Termination Fee: $9.15 million

VAALCO Termination Fee: $9.15 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).

July 1, 2022: Since this deal has not yet been completed, we are extending the closing date to September 30, 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 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 $10.2 billion. Upon completion of the deal, shareholders of Zendesk will receive $77.5 per share in cash.

Merger Agreement

Zendesk, Inc. Investor Relations

Termination Fee

Company Termination Fee: $254 million

Parent Termination Fee: $610 million

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.

June 17, 2022: Citrix Systems (CTXS) filed with the European Commission for its proposed sale to Elliott Management and Vista Equity. The provisional Phase 1 deadline has been set for July 22.

July 14, 2022: The European Commission approved, under the EU Merger Regulation, the acquisition of joint control of Citrix Systems (CTXS) and TIBCO Software by Vista Equity Partners.

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.

June 1, 2022: SailPoint Technologies Holdings (SAIL) announced the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 with respect to SailPoint’s pending transaction with Thoma Bravo.

June 21, 2022: SailPoint (SAIL) received written notice from the UK Department for Business, Energy and Industrial Strategy (“BEIS”) that BEIS has concluded that no further action is to be taken in relation to the proposed transaction under the UK National Security and Investment Act 2021, as amended.

June 30, 2022: SailPoint Technologies Holdings (SAIL) announced that its stockholders voted to approve SailPoint’s pending acquisition by Thoma Bravo.

Expected to be completed in the fourth quarter of 2022 for a closing value of $4.08 billion in an all stock deal. Under the terms of the agreement, the proposed combination is structured as a voluntary conditional exchange offer by Frontline for all outstanding shares of Euronav at an exchange ratio of 1.45 Frontline shares for 1.0 Euronav share.

Merger Agreement

Euronav NV Investor Relations

Frontline Ltd. Investor Relations

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

Update(s)

June 30, 2022: The shareholders of Randolph Bancorp (RNDB) approved the proposed merger of Randolph Bancorp and Hometown Financial Group.

Expected to close in the third calendar quarter of 2022 for a closing value of $139.85 million. Upon completion of the merger, shareholders of Sharps Compliance will receive $8.75 per share in cash.

Merger Agreement

Sharps Compliance Corp. Investor Relations

Expected to close by the end of 2022 for a closing value of $435 million. Upon completion of the deal, shareholders of USA Truck will receive $31.72 per share in cash.

Merger Agreement

USA Truck, Inc. Investor Relations

Termination Fee

Company Termination Fee: $10 million

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

Update(s)

June 28, 2022: Biohaven Pharmaceutical Holding Company (BHVN) announced the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 with respect to Biohaven’s pending transaction with Pfizer (PFE). In addition to antitrust approval in the United States, the merger was cleared by the German Federal Cartel Office on June 13, 2022 and was cleared by the Austrian Federal Competition Authority on June 23, 2022. On June 24, 2022, in response to a briefing paper filed by Pfizer on May 20, 2022, the UK Competition & Markets Authority confirmed that no further information is required on the Merger.

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 thr fourth quarter of 2022 for a closing value of $1.25 billion. Upon completion of the merger, shareholders of Hanger will receive $18.75 per share in cash.

Merger Agreement

Hanger, Inc. Investor Relations

Termination Fee

Company Termination Fee: $23 million

Parent Termination Fee: $45 million

Expected to close in the third quarter of 2022 for a closing value of $75.24 million in an all stock deal. Under the terms of the agreement, Alexco shareholders will receive 0.116 of a Hecla share for each Alexco common share they hold as of the effective date of the agreement.

Alexco Resource Corp. Investor Relations

Hecla Mining Company Investor Relations

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 $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 $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 first half of 2023 for a closing value of $2.7 billion. Upon completion of the merger, shareholders of Resolute Forest Products will receive $20.5 per share in cash, together with a CVR entitling the holder to a share of future softwood lumber duty deposit refunds. Each share, on a fully diluted basis at closing, will be entitled to receive one CVR.

Merger Agreement

Resolute Forest Products Inc. Investor Relations

Termination Fee

Company Termination Fee: $40 million

Parent Termination Fee: $80 million

Expected to close in the third quarter of 2022 for a closing value of $1.66 billion. Upon completion of the merger, shareholders of Turning Point Therapeutics will receive $76 per share in cash.

Merger Agreement

Turning Point Therapeutics, Inc. Investor Relations

Bristol Myers Squibb Investor Relations

Termination Fee: $138 million

Update(s)

July 19, 2022: Bristol Myers Squibb (BMY) announced that it has extended the expiration date of its offer to acquire Turning Point Therapeutics (TPTX) to August 15, 2022.

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 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.

June 3, 2022: Shareholders of Mandiant (MNDT) approved the company’s merger with Alphabet (GOOG) at a special meeting of shareholders.

July 15, 2022: The DOJ granted early termination of the waiting period under the HSR Act with respect to the merger between Mandiant (MNDT) and Alphabet (GOOG).

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 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.

June 9, 2022: Alleghany Corporation (Y) announced that its stockholders voted to approve and adopt the Agreement and Plan of Merger, pursuant to which Alleghany will be acquired by Berkshire Hathaway (BRK.A, BRK.B).

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.

July 1, 2022: GCP Applied Technologies (GCP) announced the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 with respect to it’s pending transaction with Saint-Gobain.

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 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.

July 1, 2022: Since this deal has not yet been completed, we are extending the closing date to September 30, 2022.

Expected to close in the fourth quarter of 2022 for a closing value of $26 billion in an all stock deal. Under the terms of the agreement, Duke Realty shareholders will receive 0.475 of a Prologis share for each Duke Realty share they own.

Merger Agreement

Duke Realty Corporation Investor Relations

Prologis, Inc. Investor Relations

Termination Fee

Company Termination Fee: $775 million

Parent Termination Fee: $1.5 billion

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 second half of 2022 for a closing value of $1.06 billion in an all stock deal. Under the terms of the agreement, CatchMark stockholders will receive 0.23 common shares of PotlatchDeltic stock for each common share of CatchMark that they own.

Merger Agreement

CatchMark Timber Trust, Inc. Investor Relations

PotlatchDeltic Corporation Investor Relations

Expected to close in 30 days for a closing value of $149 million. Under the terms of the agreement, Innoviva has agreed to pay $5.95 per share for La Jolla, and an incremental $0.28 per share for additional cash proceeds received in connection with the divestiture of a non-core asset.

Merger Agreement

La Jolla Pharmaceutical Company Investor Relations

Innoviva, Inc. Investor Relations

Termination Fee: $7.23 million

Expected to close during the Company’s fiscal fourth quarter 2022, which ends September 30, 2022, for a closing value of $125 million. Upon completion of the merger, shareholders of Ocean Bio-Chem will receive $13.08 per share in cash.

Merger Agreement

Ocean Bio-Chem, Inc. Investor Relations

OneWater Marine Inc. Investor Relations

Termination Fee

Company Termination Fee: $3.36 million

Parent Termination Fee: $5 million

Expected to close in the second half of 2022 for a closing value of $1.1 billion. Upon completion of the deal, shareholders of Convey Health Solutions Holdings will receive $10.5 per share in cash.

Merger Agreement

Convey Health Solutions Holdings, Inc. Investor Relations

Termination Fee

Company Termination Fee: $24 million

Parent Termination Fee: $50 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.

June 23, 2022: Poly (POLY) announced that its stockholders voted to approve the merger agreement pursuant to which Poly will be acquired by HP Inc. (HPQ).

July 11, 2022: The European Commission approved, under the EU Merger Regulation, the acquisition of Plantronics (POLY) by HP (HPQ).

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 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

Update(s)

July 13, 2022: Nomad Royalty Company (NSR) filed its management information circular for the special meeting of the company’s shareholders to be held on August 9, 2022.

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

Update(s)

June 16, 2022: American Campus Communities (ACC) announced that the special meeting of stockholders will be on August 4, 2022.

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

Update(s)

June 20, 2022: ManTech International Corporation (MANT) announced that the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (HSR Act), in connection with the proposed acquisition of ManTech by The Carlyle Group (CG) has expired.

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.”

June 17, 2022: The European Commission conditionally approved Welbilt’s (WBT) sale to Ali Group.

July 11, 2022: Welbilt (WBT) received the required regulatory approval from the U.K. Competition and Markets Authority to complete the previously announced acquisition of the company by Ali Holding. The closing of the Transactions is expected to occur on or around July 28, 2022.

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

Update(s)

June 24, 2022: Shareholders of Cornerstone Building Brands (CNR) approved the company’s merger with Clayton, Dubilier & Rice at a special meeting of shareholders.

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.

May 27, 2022: Shareholders of Cedar Realty Trust (CDR) approved the company’s merger with Wheeler Real Estate Investment Trust (WHLR) at a special meeting of shareholders.

June 23, 2022: Cedar Realty Trust (CDR) reported that following a hearing on both the Sydney and Kim motions for preliminary injunction, the court issued an order denying both motions for preliminary injunction.

July 1, 2022: Since this deal has not yet been completed, we are extending the closing date to September 30, 2022.

Expected to close in the second half of 2022 for a closing value of $519.36 million. Upon completion of the merger, shareholders of Steel Connect will receive $1.35 per share in cash and one contingent value right (“CVR”) to receive their pro rata share of net proceeds, to the extent such net proceeds exceed $80 million plus certain related costs and expenses, if Steel Connect’s ModusLink subsidiary is sold during the two-year period following completion of the merger.

Merger Agreement

Steel Connect, Inc. Investor Relations

Steel Partners Holdings L.P. Investor Relations

Termination Fee

Company Termination Fee: $1 million

Parent Termination Fee: $1.5 million

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.

June 16, 2022: Allegiance Bancshares (ABTX) and CBTX (CBTX) jointly announced receipt of regulatory approval from the Federal Deposit Insurance Corporation.

July 1, 2022: Since this deal has not yet been completed, we are extending the closing date to September 30, 2022.

Expected to close prior to the end of Q3 2022 for a closing value of $1.44 billion. Upon completion of the mergers, shareholders of Sprague Resources will receive $19 per share in cash.

Sprague Resources LP Investor Relations

Merger Agreement

Parent Termination Fee: $5 million

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.

June 27, 2022: Farmers National Banc Corp. (FMNB) and Emclaire Financial (EMCF), jointly announced an election deadline of July 19, 2022 for shareholders of Emclaire to elect the form of consideration they wish to receive for their shares of Emclaire common stock in connection with the proposed merge of Emclaire with and into FMNB Merger.

July 20, 2022: Shareholders of Emclaire (EMCF) voted to approve the agreement and plan of merger with Farmers National Banc Corp (FMNB).

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.

July 1, 2022: Since this deal has not yet been completed, we are extending the closing date to September 30, 2022.

Expected to close in the third quarter of 2022 for a closing value of $247 million. Upon completion of the deal, shareholders of Epizyme will receive $1.45 per share in cash at the closing of the transaction, for an initial estimated aggregate consideration of $247 millionb plus one contingent value right (CVR) per share. Each CVR will entitle its holder to deferred cash payments of $0.30 per CVR payable upon the first achievement of $250 million in aggregate net sales of Tazverik (excluding sales in Japan and Greater Chinac) in any period of four consecutive quarters, by 31 December 2026 and $0.70 per CVR payable upon receipt of U.S. regulatory approval necessary for the commercial marketing and sale of the combination of Tazverik and R² (rituximab and lenalidomide) in second-line follicular lymphoma by 1 January 2028.

Epizyme, Inc. Investor Relations

Expected to close in August 2022 for a closing value of $138.14 million in an all stock deal. Under the terms of the agreement, Gold Standard shareholders will receive, in exchange for each Gold Standard common share held, 0.1193 of a common share of Orla.

Merger Agreement

Gold Standard Ventures Corp. Investor Relations

Orla Mining Ltd.  Investor Relations

Termination Fee: C$7,300,000

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 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

Update(s)

June 8, 2022: Edenbrook Capital, one of the largest public shareholders of Hemisphere Media Group (HMTV), sent a letter to the company’s Group Special Committee, stating that HMTV should be taken private for at least $16-$23/share.

June 27, 2022: Hemisphere Media Group (HMTV) disclosed that it received offers above the $7/share deal it agreed to with Searchlight Capital Partners early last month.HMTV received a takeover offer for $9 per share on June 3, 2022 from undisclosed Company E and it received an offer of $8 per share from undisclosed Company F on June 7, 2022.

Expected to close in the third quarter of 2022 for a closing value of $9.89 million. Upon completion of the merger, shareholders of Electro-Sensors will receive cash dividends of $4.83 per fully diluted share of Electro-Sensors.

Merger Agreement

Electro-Sensors, Inc. Investor Relations

Termination Fee

Parent Termination Fee: $1.1 million

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