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.

August 31, 2022: Shareholders of Silicon Motion (SIMO) approved the previously announced merger agreement under which MaxLinear (MXL) will acquire Silicon Motion, and approved other proposals related to the transaction.

August 31, 2022: The State Administration for Market Regulation in the People’s Republic of China advised MaxLinear (MXL) to refile for the planned acquisition of Silicon Motion Technology Corporation (SIMO).

September 2022: MaxLinear (MXL) and Silicon Motion (SIMO), which had previously filed with China’s State Administration for Market Regulation (“SAMR”) under the simplified procedures, refiled under the normal procedures as advised by SAMR. MaxLinear and Silicon Motion cannot predict with certainty the length of review under the normal procedure, but both parties continue to expect a final determination by SAMR in the second or third quarter of 2023. Closing of the Transaction is subject to certain customary closing conditions, including regulatory approval from SAMR and, if closing occurs after June 27, 2023, an additional filing under the HSR Act.

Expected to close in the first half of 2024 for a closing value of $7.6 billion. Upon completion of the deal, shareholders of Spirit Airlines will receive $33.50 per share in cash, including a prepayment of $2.50 per share in cash payable upon Spirit stockholders’ approval of the transaction and a ticking fee of $0.10 per month starting in January 2023 through closing.

Merger Agreement

Spirit Airlines, Inc. Investor Relations

JetBlue Airways Corporation Investor Relations

Termination Fee

Breakup Fee: $94.2 million

Update(s)

August 12, 2022: JetBlue (JBLU) and Spirit (SAVE) filed a Premerger Notification and Report Form under the HSR Act with the Antitrust Division and the FTC in connection with the merger contemplated by the merger agreement on August 12, 2022.

September 12, 2022: Spirit Airlines (SAVE) announced that the special meeting of stockholders will be on October 19, 2022.

September 16, 2022: Senator Elizabeth Warren urged federal airline regulators to block JetBlue Airways’s (JBLU) proposed merger with Spirit Airlines (SAVE) by invoking a rarely used authority from the 1950s to argue that the deal isn’t “consistent with the public interest.”

September 27, 2022: According to Reuters, the U.S. Justice Department urged a judge to force American Airlines (AAL) and JetBlue Airways (JBLU) to scrap their U.S. Northeast partnership because it would mean higher prices for consumers.

September 29, 2022: According to The Wall Street Journal, John Kirby, Spirit’s (SAVE) vice president of network planning, testified in federal court in Boston that the alliance between American Airlines Group  (AAL) and JetBlue Airways (JBLU) in the Northeast could eventually expand, and could inspire other large airlines to try to strike their own partnership deals, limiting competition in an already consolidated industry.

September 30, 2022: An NYSE notice indicated that shareholders of Spirit Airlines (SAVE) of record on September 12 would be the only holders able to get a $2.50/share special dividend as part of the original agreement with JetBlue Airways Corporation (JBLU) from late July.

October 6, 2022: Spirit Airlines (SAVE) announced that independent proxy advisory firms Institutional Shareholder Services and Glass, Lewis have recommended that Spirit stockholders vote FOR the merger agreement with JetBlue Airways Corporation (JBLU).

October 19, 2022: Spirit Airlines (SAVE) announced that its stockholders approved the merger agreement with JetBlue Airways Corporation (JBLU).

December 14, 2022: Spirit (SAVE) and JetBlue (JBLU) each received a request for additional information and documentary material (the “Second Request”) from the Antitrust Division of the Department of Justice pursuant to the HSR Act, on September 12, 2022.On December 12, 2022, the companies certified substantial compliance with the Second Request.

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

Closing Dates

Outside Date: August 4, 2023 (option to be extended till November 4, 2023)

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.

May 18, 2022: Intercontinental Exchange (ICE) and Black Knight (BKI) each filed their respective HSR Act notification forms.

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.

August 19, 2022: Black Knight (BKI) announced that the special meeting of stockholders will be on September 21, 2022.

September 21, 2022: Black Knight (BKI) announced that it has received shareholder approval to be acquired by Intercontinental Exchange (ICE).

November 18, 2022: Black Knight (BKI) announced that it has agreed to sell its TitlePoint line of business to Fidelity National Financial (FNF) for $225 million in cash. The sale of TitlePoint is not conditioned on the completion of Intercontinental Exchange’s (ICE) acquisition of Black Knight.

December 22, 2022: Congresswoman Maxine Waters (D-CA) has urged the Federal Trade Commission to conduct a robust review of Intercontinental Exchange’s (ICE) planned purchase of Black Knight (BKI).

Expected to close in early 2024 for a closing value of $24.6 billion. Under the terms of the agreement, shareholders of Albertsons Companies will receive $34.10 per share in cash. The cash component of the $34.10 per share consideration may be reduced by the per share value of a newly created standalone public company (“SpinCo”) that Albertsons is prepared to spin off at closing. As part of the transaction, Albertsons will pay a special cash dividend of up to $4 billion to its shareholders. The cash component of the $34.10 per share consideration will be reduced by the per share amount of the special cash dividend, which is expected to be approximately $6.85 per share. This cash dividend will be payable on November 7, 2022, to shareholders of record as of the close of business on October 24, 2022.

Merger Agreement

Albertsons Companies, Inc. Investor Relations

The Kroger Co. Investor Relations

Termination Fee

Company Termination Fee (To be paid by Albertsons Companies): $318 million

Parent Termination Fee (To be paid by The Kroger Co.): $600 million

Outside Date: January 13, 2024 (option to be extended by 270 days)

Update(s)

October 18, 2022: According to Reuters, a U.S. Senate antitrust panel is expected to announce as soon as Tuesday a hearing on the merger of grocery giants Kroger (KR) and Albertsons (ACI), signaling growing scrutiny of the deal.

October 19, 2022: Albertsons Companies (ACI) reported that, following the execution of the Merger Agreement with The Kroger Co. (KR): (i) the Cerberus Holders, (ii) entities affiliated with Klaff Realty, (iii) entities affiliated with Lubert-Adler Partners and (iv) KRS ABS, LLC, an entity affiliated with Kimco Realty Corporation, collectively the beneficial owners of 296,076,183 shares of Common Stock, which constitute approximately 55.4% of the voting power of the outstanding shares of Common Stock, each executed a written consent approving and adopting the Merger Agreement. No further approval of the stockholders of the company is required to adopt the Merger Agreement.

October 19, 2022: Sen. Elizabeth Warren called for the Federal Trade Commission to block Kroger’s (KR) planned billion acquisition of rival supermarket chain Albertsons (ACI).

October 21, 2022: Reuters reported that thousands of unionized retail workers from the U.S. Mid-Atlantic to the West Coast are lobbying regulators and lawmakers as part of a broader effort to nix the merger between supermarket operators Kroger (KR) and Albertsons (ACI).

October 26, 2022: According to Bloomberg, Attorney General Karl Racine on behalf of a bipartisan group of attorneys general said that Albertsons (ACI) should hold off on the $4 billion dividend payment to shareholders while the pending merger with Kroger (KR) is reviewed.

October 31, 2022: According to Bloomberg, plans by Albertsons (ACI) to pay $4 billion to shareholders as a special dividend were developed before the company started talking about a potential merger with Kroger (KR), according to a letter from the grocery-store chain to a group of state attorneys general that raised concerns about the payout.

November 1, 2022: According to Reuters, Washington State Attorney General Bob Ferguson filed a lawsuit on Tuesday to block grocery chain Albertsons (ACI) from paying dividends to shareholders before the closure of its proposed merger with Kroger (KR).

November 3, 2022: According to Reuters, a state court in Washington has temporarily blocked Albertsons Companies (ACI) from paying a $4 billion dividend to shareholders before the grocery chain closes its proposed deal with rival Kroger (KR).

November 4, 2022: Albertsons Companies (ACI) announced that the Attorney General of the State of Washington has been granted a temporary restraining order, that restrains the company from paying the previously announced $6.85 per common share special dividend, originally scheduled to be paid on November 7, 2022. Albertsons intends to seek to overturn the restraint as quickly as possible because the temporary order was based on the incorrect assertion that payment of the special dividend would impair its ability to compete while its proposed merger with The Kroger Co. (KR) is under antitrust review. A hearing on the State of Washington’s request for a preliminary injunction is scheduled for November 10, 2022.

November 8, 2022: Albertsons Companies (ACI) announced that the U.S. District Court for the District of Columbia has denied the request by the California, Illinois, and District of Columbia Attorneys General for a temporary restraining order against the company’s previously announced $6.85 per common share Special Dividend, originally scheduled to be paid on November 7, 2022.

November 8, 2022: According to Reuters, A U.S. federal court denied requests to temporarily block Albertsons Companies’ (ACI) $4 billion dividend payment to shareholders before the closing of the proposed merger with Kroger (KR), but the payout remained blocked due to another court order.

November 10, 2022: Albertsons Companies (ACI) announced that the Washington State Court has postponed the date of the hearing regarding the temporary restraining order granted to the State of Washington. The TRO restrains the company from paying the previously announced $6.85 per share Special Dividend to stockholders of record as of the close of business on October 24, 2022. The hearing is scheduled to take place on November 16 and November 17, and the TRO remains in effect.

November 16, 2022: According to Reuters, Albertsons Companies (ACI) said that its $4 billion dividend payment to shareholders will continue to remain on hold as a Washington state court postponed a scheduled case hearing to December 9, 2022.

November 28, 2022: Reuters reported that Senator Amy Klobuchar’s office has said in a statement that Kroger (KR) CEO Rodney McMullen and Albertsons’ (ACI) top executive, Vivek Sankaran, will face questions this week on plans for the two companies to merge.

December 1, 2022: According to Reuters, the attorneys general of California, Illinois, and Washington D.C. have asked a federal court on for a preliminary injunction that would prevent Albertsons Companies (ACI) which is being purchased by rival Kroger (KR) from paying a $4 billion dividend to shareholders.

Advocacy groups, including the Open Markets Institute and National Farmers Union asked U.S. antitrust enforcers to stop Kroger’s planned purchase of Albertsons Companies. In a letter to Federal Trade Commission Chair Lina Khan, the groups argued that the deal would raise prices in some parts of the United States and hurt some grocery store and warehouse workers.

December 2, 2022: Albertsons Companies (ACI) filed its preliminary proxy statement, stating that the parties filed their respective notification and report forms pursuant to the HSR Act with the Antitrust Division of the U.S. Department of Justice and the Federal Trade Commission on November 3, 2022.

December 6, 2022: Bloomberg reported that Kroger’s (KR) acquisition of Albertsons (ACI) will face an in-depth review by the Federal Trade Commission, after the US regulator sent a so-called second request seeking additional information on the deal.

December 8, 2022: Colorado’s attorney general urged a Washington state court judge to block a $4 billion dividend proposed to be paid to shareholders ahead of the merger of Kroger (KR) and Albertsons (ACI).

December 10, 2022: Albertsons Companies (ACI) said that Washington State Court had denied a request of preliminary injunction by the state’s Attorney General to prevent the company from paying $4 billion to shareholders in a special dividend.

December 13, 2022: According to Reuters, the attorneys general of California, Illinois and Washington D.C., said they would appeal a federal court’s refusal to temporarily prevent Albertsons Companies (ACI) from paying a $4 billion dividend to shareholders.

December 21, 2022: Albertsons Companies (ACI) announced that on December 19, 2022, the State of Washington Supreme Court set February 9, 2023 as the date for the review of the temporary restraining order (“TRO”) against the company’s previously announced $6.85 per common share Special Dividend.

Expected to close in the fourth quarter of 2022 for a closing value of $1.7 billion. Upon completion of the merger, shareholders of iRobot Corporation will receive $61 per share in cash.

Merger Agreement

iRobot Corporation Investor Relations

Amazon Investor Relations

Termination Fee

Company Termination Fee: $56 million

Parent Termination Fee: $94 million

Update(s)

Septmber 3, 2022: According to Reuters, the U.S. Federal Trade Commission has begun a review of Amazon.com’s (AMZN) $1.7 billion takeover of robot vacuum maker iRobot (IRBT) to decide if the deal violates antitrust law.

September 20, 2022: iRobot (IRBT) and Amazon (AMZN) each received a request for additional information and documentary materials from the FTC in connection with the FTC’s review of the Merger. The Second Request is a next step in the regulatory review process.

September 28, 2022: iRobot Corporation (IRBT) announced that the special meeting of stockholders will be on October 17, 2022.

October 17, 2022: Shareholders of iRobot Corporation (IRBT) approved the company’s merger with Amazon (AMZN) at a special meeting of shareholders.

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.

September 1, 2022: The UK’s Competition and Markets Authority said that it’s concerned that Microsoft’s (MSFT) anticipated purchase of Activision Blizzard (ATVI) could “substantially lessen competition in gaming consoles, multi-game subscription services, and cloud gaming services (game streaming).”

September 1, 2022: Activision Blizzard (ATVI) CEO Bobby Kotick, sent a letter to all ATVI employees stating that they have entered the second phase of our review in the United Kingdom, and they will continue to fully cooperate with the regulators there, and everywhere approvals are required.

September 8, 2022: The Australian Competition & Consumer Commission delayed its decision on Microsoft’s (MSFT) planned purchase of  Activision (ATVI). Activision CEO Bobby Kotick told employees in a letter, that he still expects the deal to close in Microsoft’s fiscal year ending in June 2023.

September 15, 2022: According to Reuters, Microsoft’s (MSFT) deal to buy Activision Blizzard (ATVI) is expected to face an in-depth UK probe after the software maker did not offer any remedies to assuage competition concerns.

September 22, 2022: Microsoft (MSFT) Chief Executive Officer Satya Nadella said he’s confident the company can gain regulatory approval for its purchase of Activision Blizzard (ATVI)  even in the face of an in-depth regulatory probe in the UK.

September 30, 2022: Microsoft (MSFT) filed its planned $69 billion purchase of Activision (ATVI) with the European antitrust authority. The authority set a provisional deadline of November 8, 2022, to make a decision on the transaction.

September 30, 2022: The Wall Street Journal reported that Frances F. Townsend, the Chief Compliance Officer of Activision Blizzard (ATVI) will be stepping down from her position.

October 4, 2022: The UK’s antitrust regulator set a deadline of March 1 to decide on Microsoft’s (MSFT) planned $69 billion acquisition of Activision (ATVI).

October 5, 2022: Brazil’s antitrust regulator CADE approved Microsoft’s (MSFT) takeover of Activision (ATVI).

October 6, 2022: Activision Blizzard (ATVI) announced that Lulu Cheng Meservey will assume a newly created role as Executive Vice President, Corporate Affairs and Chief Communications Officer. She will serve as Activision Blizzard’s public voice at a pivotal time ahead of the impending acquisition by Microsoft.

October 6, 2022: According to Reuters, EU antitrust regulators are asking games developers whether Microsoft (MSFT) will be incentivized to block rivals’ access to Activision Blizzard’s (ATVI) best-selling games.

October 12, 2022: According to Reuters, Microsoft (MSFT) said Britain’s competition regulator had relied on objections from its rival Sony in referring its Activision Blizzard (ATVI) deal to an in-depth inquiry, in particular “misplaced” concerns about ‘Call of Duty’.

November 9, 2022: The European Commission has opened an in-depth investigation to assess the proposed acquisition of Activision Blizzard (ATVI) by Microsoft (MSFT) under the EU Merger Regulation.

November 18, 2022: The EU Commission disclosed that it has extended its deadline for a decision on Microsoft’s (MSFT) proposed acquisition of Activision Blizzard (ATVI) to 11 April, 2023.

November 23, 2022: According to Reuters, the U.S. Federal Trade Commission (FTC) is likely to file an antitrust lawsuit to block Microsoft’s (MSFT) takeover bid for Activision Blizzard (ATVI).

December 4, 2022: According to the New York Post, a rift has emerged at the Federal Trade Commission over Microsoft’s (MSFT) deal to acquire Activision (ATVI) — potentially paving the way for the controversial mega-merger to get approved.

December 7, 2022: Bloomberg reported that Microsoft (MSFT) executives are set to meet with US Federal Trade Commission Chair Lina Khan and other commissioners on Wednesday to make its final case in favor of its deal to buy Activision Blizzard (ATVI).

December 8, 2022: The Wall Street Journal reported that the Federal Trade Commission has sued to block Activision Blizzard’s (ATVI) planned acquisition by Microsoft (MSFT).

December 9, 2022: The Wall Street Journal reported that Microsoft (MSFT) had been working for close to a year to calm regulators’ concerns about its acquisition of Activision Blizzard (ATVI), but the Federal Trade Commission’s suit to block the deal raised doubts about the company’s pledge not to shut out rivals.

December 13, 2022: According to Reuters, Microsoft (MSFT) President Brad Smith said that the company had offered to sign a legally-binding consent decree with the U.S. Federal Trade Commission to provide “Call of Duty” games to rivals including Sony and others for a decade.

December 20, 2022: According to Reuters, EU antitrust regulators have asked game developers and distributors if they think Microsoft (MSFT) will block their access to Activision Blizzard’s (ATVI) games once it has bought the company. The European Commission said it was opening an in-depth investigation into Microsoft’s acquisition of Activision Blizzard on fears that the deal may “significantly reduce competition.”

December 22, 2022: According to The Wall Street Journal, Microsoft (MSFT) filed a rebuttal to a Federal Trade Commission lawsuit aimed at blocking the software giant’s purchase of Activision Blizzard (ATVI) saying the deal will not hurt competition in the videogaming industry.

December 29, 2022: The FNE (Fiscalía Nacional Económica) Chile approved in Phase 1 the merger operation consisting of the acquisition of control of Activision Blizzard (ATVI) by Microsoft Corporation (MSFT), after ruling out that it is apt to substantially reduce competition.

December 30, 2022: According to Reuters, a judge has set January 3, 2023, for the first pre-trial hearing in the Biden administration’s case against Microsoft (MSFT) over its bid to take over Activision Blizzard (ATVI).

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.

December 14, 2022: SeekingAlpha reported that Intel (INTC and Tower Semiconductor (TSEM) are said to be reviewing potentially asking China for a clock suspension in the antitrust regulator’s review of the acquisition of Tower. The parties are still most likely to pull and refile the deal with China’s State Administration for Marker Regulation.

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.

September 12, 2022: The Securities and Exchange Commission charged VMware (VMW) for misleading investors about its order backlog management practices. VMware reached a settlement with the SEC to resolve the investigation by agreeing to pay a civil monetary penalty of $8 million.

October 3, 2022: VMware (VMW) announced that the special meeting of stockholders will be on November 4, 2022.

October 17, 2022: According to Reuters, Broadcom (AVGO) will seek early European Union antitrust approval of its proposed acquisition of VMware (VMW) by pointing to competition from Amazon (AMZN), Microsoft (MSFT), and Google (GOOGL).

November 4, 2022: Shareholders of VMware (VMW) approved the company’s merger with Broadcom (AVGO) at a special meeting of shareholders.

November 15, 2022: Broadcom (AVGO) filed a request for its planned acquisition of VMware (VMW) with the European antitrust regulator.

November 21, 2022: Broadcom’s (AVGO) pact to acquire VMWare (VMW) is now under scrutiny in Britain, as the country’s antitrust regulator said it was looking into the deal to see if it could result in a “substantial lessening of competition.”

December 9, 2022: According to Reuters, Broadcom (AVGO) is set to face a setback in its bid for VMware (VMW) with EU antitrust regulators poised to open a full-scale investigation into the deal.

December 20, 2022: According to Reuters, European antitrust regulators have opened an in-depth investigation into Broadcom’s (AVGO) proposed bid for VMware (VMW). “The Commission is particularly concerned that the transaction would allow Broadcom to restrict competition in the market for certain hardware components which interoperate with VMware’s software,” the European Commission said in a statement.

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.

September 29, 2022: According to Reuters, The Federal Communications Commission asked for further information pertaining to Tegna’s (TGNA) planned sale to Standard General.

October 6, 2022: House Speaker Nancy Pelosi Commerce Chairman Frank Pallone (D-NJ) sent a letter to the Federal Trade Commission to express their concerns about the proposed purchase of Tegna (TGNA).

October 6, 2022: Standard General issued a statement regarding its pending acquisition of TEGNA (TGNA), stating that the proposed TEGNA transaction complies with all FCC rules without the need for any waivers, divestitures, or special treatment.

October 17, 2022: Standard General responded to the repeated ad hominem attacks made by opponents of its proposed acquisition of TEGNA (TGNA) at the U.S. Federal Communications Commission), raising concerns with certain opposing parties’ conduct in the proceeding.

November 3, 2022: Justice Department officials are scrutinizing whether Standard General LP’s proposed purchase of broadcaster Tegna (TGNA) could lead to higher cable prices.

November 18, 2022: Standard General and TEGNA (TGNA) today announced that the National Telecommunications and Information Administration, on behalf of the Committee for the Assessment of Foreign Participation in the United States Telecommunications Services Sector, submitted a filing with the Federal Communications Commission confirming it has no objections to the transaction.

November 22, 2022: Tegna (TGNA) extended the end date for its sale to Standard General from November 22, 2022, to February 22, 2023.

December 19, 2022: Standard General issued a statement regarding its pending acquisition of TEGNA (TGNA), stating that it has committed to waiving certain contractual rights it would have had as a result of the transaction.

December 23, 2022: According to Bloomberg, regulators have asked for additional comments on Standard General’s proposed purchase of Tegna (TGNA) after the hedge fund agreed to make concessions to get the deal done. The Federal Communications Commission said in a notice Friday that it wants comments by January 13 on recent letters Standard General sent the regulator.

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

Update(s)

September 15, 2022: In mid-August, the ISU under the NSIA (National Security and Investment Act) issued a call-in notice to F-star Therapeutics (FSTX) and invoX Pharma, resulting in an additional review period of thirty (30) working days, which may be further extended. CFIUS informed F-star Therapeutics that its review of the transaction will continue for an additional forty-five (45) calendar days, which may be further extended. The companies extended the offer expiration date to November 1, 2022, in order to allow additional time to obtain required regulatory approvals.

September 29, 2022: The United Kingdom’s Investment Security Unit informed F-star Therapeutics (FSTX) and invoX Pharma that its investigation was complete and that the parties were cleared to proceed with the proposed transaction under the UK’s National Security and Investment Act (“NSIA”).

November 1, 2022: Pursuant to a request by CFIUS, on October 31, 2022, F-star Therapeutics (FSTX) and invoX Pharma voluntarily withdrew and immediately refiled the Notice in order to provide CFIUS with more time to complete its assessment. CFIUS’s acceptance of the refiled voluntary Notice is effective as of November 1, 2022. CFIUS will have a review period of up to 45 calendar days, subject to a further 45 calendar days if extended.

November 20, 2022: F-star Therapeutics (FSTX) and Sino Biopharmaceutical Limited amended their merger agreement by extending the end date from November 19, 2022, to December 19, 2022. The parties are in discussions with the Committee on Foreign Investment in the United States (CFIUS) regarding the transaction and have extended the end date to provide for additional time to satisfy the Foreign Investment Condition with respect to CFIUS.

December 5, 2022: F-star Therapeutics (FSTX) and invoX Pharma extended the expiration date for the tender offer to December 16, 2022. The Offer was previously set to expire on December 2, 2022. The Expiration Date is being extended in order to facilitate ongoing CFIUS review of the proposed transaction.

December 19, 2022: F-star Therapeutics (FSTX) and invoX Pharma extended the tender offer to December 23, 2022, unless further extended. The expiration date is being extended in order to facilitate ongoing CFIUS review of the proposed transaction.

December 21, 2022: F-star Therapeutics (FSTX) and invoX Pharma extended the tender offer to December 28, 2022, unless further extended. The expiration date is being extended in order to facilitate ongoing CFIUS review of the proposed transaction.

December 28, 2022: The Committee on Foreign Investment in the United States issued an order preventing the consummation of the transactions pursuant to the merger agreement between F-star Therapeutics (FSTX) and invoX Pharma, citing unresolved national security risks. invoX has extended the tender offer to December 30, 2022.

December 30, 2022: F-star Therapeutics (FSTX) and invoX Pharma extended the tender offer to January 17, 2023, unless further extended. In order to give the parties additional time to review the draft National Security Agreement and to continue discussions with CFIUS, the End Date of the Merger Agreement has been extended to January 31, 2023.

Expected to close for a closing value of $145.6 million. Upon completion of the merger, shareholders of First Eagle Alternative Capital BDC will receive $4.86 per share in cash. Under the terms of the Merger Agreement, First Eagle BDC stockholders are expected to receive a combination of (i) Crescent BDC shares valued at 100% of Crescent BDC’s net asset value per share at the time of closing of the transaction in an aggregate number equal to First Eagle BDC’s net asset value at closing, up to a maximum of 19.99% of outstanding Crescent BDC shares at the time of the closing (“Share Issuance Cap”); (ii) cash from Crescent BDC for any amounts not paid in Crescent BDC shares due to the Share Issuance Cap; and (iii) an additional cash payment from Crescent Cap Advisors, LLC of $35 million in aggregate, or approximately $1.17 per share of First Eagle BDC stock. The exchange ratio for the stock component of the merger consideration and the amount of cash from Crescent BDC pursuant to clauses (i) and (ii) in the foregoing sentence will be determined by the respective net asset values of Crescent BDC and First Eagle BDC at the time of closing. In addition, First Eagle BDC stockholders may make an election to receive the portion of the merger consideration paid by Crescent BDC pursuant to such clauses (i) and (ii) in either Crescent BDC shares or in cash, subject to pro rata cut backs such that the aggregate amount of shared issued and cash paid by Crescent BDC are equal to the amounts described in such clauses (i) and (ii).

Merger Agreement

First Eagle Alternative Capital BDC, Inc. Investor Relations

Crescent Capital BDC, Inc. Investor Relations

Termination Fee

Company Termination Fee: $5.55 million

Parent Termination Fee: $7.14 million

Expected to close for a closing value of $506 million. Upon completion of the merger, shareholders of Grindrod Shipping Holdings will receive $26.00 per share, comprising the offer price of $21.00 in cash and a special dividend of $5.00.

Merger Agreement

Grindrod Shipping Holdings Ltd. Investor Relations

Update(s)

November 29, 2022: Taylor Maritime Investments Limited and Grindrod Shipping Holdings (GRIN)  announced the expiration of the previously announced voluntary conditional cash offer made by Good Falkirk Limited and the commencement of a subsequent offering period for the remaining Shares. The Offer and withdrawal rights expired on November 28, 2022.

December 8, 2022: Grindrod Shipping Holdings (GRIN) announced that effective from December 6th, 2022, Mr. Michael John Hankinson and Mr. Murray Paul Grindrod have retired as Directors of the company in accordance with the terms of the previously announced Transaction Implementation Agreement with Taylor Maritime Investments Limited.

December 19, 2022: Taylor Maritime Investments Limited and Grindrod Shipping Holdings (GRIN) jointly announced the expiration of the subsequent offering period.

Expected to close in the first quarter of 2023 for a closing value of $73.94 million in a ‘going-private’ transaction. Upon completion of the merger, shareholders of O2Micro International Limited will receive US$5.00 in cash per ADS without interest.

O2Micro International Limited Investor Relations

Update(s)

December 16, 2022: O2Micro International Limited (OIIM) announced it has called an extraordinary general meeting of shareholders, to be held on January 31, 2023.

Expected to close in the first half of 2023 for a closing value of $7.3 billion in a cash plus stock deal. Under the terms of the merger agreement, IAA stockholders will receive $10.00 in cash and 0.5804 shares of Ritchie Bros. common stock for each share of IAA common stock they own.

Merger Agreement

IAA, Inc. Investor Relations

Ritchie Bros. Auctioneers Incorporated Investor Relations

Update(s)

December 19, 2022: Bloomberg reported that, Luxor Capital Group, a top Ritchie Bros. Auctioneers (RBA) shareholder, which owns about 3.6% of Ritchie Bros. shares is opposing a takeover of IAA Inc. (IAA), a business it calls “distinctly inferior.” Luxor also said that an 18% drop in the company’s share price since the deal was announced Nov. 7 indicates investors’ “clear distaste” for the transaction.

December 20, 2022: Ritchie Bros. Auctioneers Incorporated (RBA) and IAA, Inc. (IAA) announced expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and receipt of a no-action letter from the Canadian Commissioner of Competition. The parties have received all necessary regulatory clearance required pursuant to the previously announced Agreement and Plan of Merger and Reorganization between the parties dated as of November 7, 2022. The transaction is expected to close in the first half of 2023.

Expected to close in the first half of 2023 for a closing value of $67.4 million in a cash or stock deal. Under the terms of the Agreement, the shareholders of HVBC will have the right to elect to receive for each share of HVBC common stock either $30.50 in cash or 0.400 shares of CZFS common stock. Elections will be subject to proration procedures whereby 80% of the shares of HVBC common stock will be exchanged for CZFS common stock and 20% of the shares of HVBC common stock will be exchanged for cash.

Merger Agreement

HV Bancorp, Inc. Investor Relations

Citizens Financial Services, Inc. Investor Relations

Termination Fee: $2.7 million

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

Update(s)

July 28, 2022: U.S. Senator Josh Hawley (R-Mo.) sent a letter to the Federal Trade Commission calling for an investigation into Amazon’s (AMZN) planned acquisition of 1Life Healthcare (ONEM), a medical company that oversees an extensive network of primary care providers.

September 2, 2022: One Medical (ONEM) and Amazon (AMZN) each received a request for additional information and documentary materials from the FTC in connection with the FTC’s review of the Merger. The Second Request is a next step in the regulatory review process.

September 7, 2022: 1Life Healthcare (ONEM) announced that the special meeting of stockholders will be on September 22, 2022.

September 22, 2022: 1Life Healthcare (ONEM) announced that it has received shareholder approval to be acquired by an affiliate of Amazon (AMZN).

November 15, 2022: 1Life Healthcare (ONEM) said that Amazon (AMZN) has agreed to provide it with up to $300M in financing.

Expected to close in the first quarter of 2023 for a  closing value of $26.68 million in a ‘going-private’ transaction. Upon completion of the deal, shareholders of China Index Holdings Limited will receive US$1.0 in cash per share without interest and net of any applicable withholding tax.

Merger Agreement

China Index Holdings Limited Investor Relations

Termination Fee

Company Termination Fee: $1 million

Parent Termination Fee: $2 million

Termination Date: September 22, 2022

Expected to close in Semtech’s fiscal year 2023 for a closing value of $1.2 billion. Upon completion of the merger, shareholders of Sierra Wireless will receive $31 per share in cash.

Merger Agreement

Sierra Wireless, Inc. Investor Relations

Semtech Corporation Investor Relations

Termination Fee: $45 million

Update(s)

August 30, 2022: Sierra Wireless (SWIR) announced that the special meeting of stockholders will be on September 27, 2022.

September 27, 2022: Shareholders of Sierra Wireless (SWIR) approved the acquisition of the company by Semtech Corporation.

October 4, 2022: Sierra Wireless (SWIR) and Semtech Corporation (SMTC) received approval from the Canada Business Corporations Act.

October 18, 2022: Semtech Corporation (SMTC) and Sierra Wireless (SWIR) announced that each company has received a request for additional information and documentary material from the U.S. Department of Justice in connection with Semtech’s previously announced acquisition of Sierra Wireless.

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

Update(s)

August 2, 2022: In its quarterly earnings report, Electro-Sensors (ELSE) reported that its Merger with Mobile X Global is structured as a statutory reverse triangular merger under Delaware and Minnesota law, under which Electro-Sensors will be merged with and into Mobile X Global, with Mobile X Global surviving the Merger and becoming a wholly owned subsidiary of ELSE. In connection with the Merger, ELSE will reincorporate in Delaware, be re-named Mobile X Global, and operate both the new MobileX wireless business and the existing Electro-Sensors business. The Merger Agreement also provides that Electro-Sensors will effect a four-for-one reverse stock split shortly before completion of the Merger, unless the Parties agree on a different reverse split ratio.

September 20, 2022: Mobile X informed Electro-Sensors (ELSE) that it has entered into an amendment with the third-party institutional investor regarding the commitment letter by extending the commitment letter expiration date to January 31, 2023.

The company expects the merger to close in the second half of 2022.

November 14, 2022: Electro-Sensors (ELSE) announced that originally expected the Merger to close in the second half of 2022 and now expects the Merger to close in the first half of 2023. According to the Merger Agreement, Electro-Sensors will effect a four-for-one reverse stock split shortly before completion of the Merger, unless the Parties agree on a different reverse split ratio.

Expected to close in the first quarter of 2023 for a closing value of $67 million. Upon completion of the merger, shareholders of Elevate Credit will receive $1.87 per share in cash.

Merger Agreement

Elevate Credit, Inc. Investor Relations

Termination Fee

Company Termination Fee: $2.5 million

Parent Termination Fee: $5 million

Expected to close in the first half of 2023 for a closing value of $8 billion. Upon completion of the merger, shareholders of Signify Health will receive $30.50 per share in cash.

Merger Agreement

Signify Health, Inc. Investor Relations

CVS Health Corporation Investor Relations

Termination Fee

Company Termination Fee: $228 million

Parent Termination Fee: $380 million

Update(s)

September 30, 2022: Signify Health (SGFY) announced that the special meeting of stockholders will be on October 31, 2022.

October 19, 2022: CVS Health (CVS) & Signify Health (SGFY) received a request for additional information (the second request) from the Dept. of Justice in connection with the merger review.

October 31, 2022: Shareholders of Signify Health (SGFY) approved the company’s merger with CVS Health Corporation (CVS) at a special meeting of shareholders.

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

Update(s)

September 22, 2022: Glory Star New Media Group Holdings Limited (GSMG) announced that the special meeting of stockholders will be on October 27, 2022.

October 27, 2022: Shareholders of Glory Star New Media Group Holdings Limited (GSMG) approved the company’s merger with Cheers at a special meeting of shareholders.

Expected to close in early January 2023 for a closing value of $596.51 million in a cash or stock deal. Pursuant to the Transaction, Maverix shareholders may elect to receive either US$3.92 in cash or 0.360 of a Triple Flag share per Maverix share held. The shareholder election will be subject to pro-ration such that the cash consideration will not exceed 15% of the total consideration and the share consideration will not exceed 85% of the total consideration. Maverix shareholders who do not elect to receive either Triple Flag shares or cash will be deemed to elect default consideration of 0.360 Triple Flag shares per Maverix share.

Merger Agreement

Maverix Metals Inc. Investor Relations

Triple Flag Precious Metals Corp. Investor Relations

Termination Fee

Company Termination Payment: $24 million

Outside Date: March 9, 2023 (ability to be extended by 20 business days)

Update(s)

December 1, 2022: Maverix Metals (MMX) announced that the Ontario Superior Court of Justice has granted an interim order authorizing the calling and holding of a special meeting of the Maverix shareholders to be held on January 12, 2023.

December 21, 2022: Maverix Metals (MMX) announced that the special meeting of stockholders will be on January 12, 2023. If the Maverix shareholders approve the arrangement with Triple Flag Precious Metals (TFPM) at the meeting, it is currently anticipated that the Arrangement will be completed on or about January 19, 2023.

Expected to close in the first quarter of 2023 for a closing value of $57.8 million in an all stock deal. Under the terms of the agreement, IsoPlexis shareholders will receive 0.612 shares of Berkeley Lights stock for each IsoPlexis share they hold.

Merger Agreement

Termination Fee

Company Termination Fee: $2.3 million

Parent Termination Fee: $2.3 million

End Date: June 21, 2023 (ability to be extended to December 21, 2023)

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.

December 7, 2022: LHC Group (LHCG) delivered written notice to UnitedHealth Group extending the Outside Date to March 28, 2023. The companies certified to the FTC their substantial compliance with their respective Second Requests. The deal is expected to be completed in the first quarter of 2023.

Expected to close in the second quarter of 2023 for a closing value of $208.2 million in an all stock deal. Under the terms of the agreement, shareholders of Limestone will receive 0.90 shares of Peoples common stock for each share of Limestone common stock, and the Merger is expected to qualify as a tax-free reorganization for Limestone shareholders.

Merger Agreement

Limestone Bancorp, Inc. Investor Relations

Peoples Bancorp Inc. Investor Relations

Termination Fee: $8.3 million

Expected to be completed in the second quarter of 2023 for a closing value of $149.5 million in a cash plus stock deal. Under the terms of the agreement, shareholders will receive 0.7733 shares of First Bank common stock and $7.80 in cash per each Malvern Bancorp, Inc. common share outstanding.

Merger Agreement

Malvern Bancorp, Inc. Investor Relations

First Bank Investor Relations

Termination Fee: $5.9 million

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.

July 27, 2022: Rogers Communications (RCI) and Shaw Communications (SJR) agreed to extend the outside date of the proposed merger of Rogers and Shaw to December 31, 2022.

August 12, 2022: Rogers Communications (RCI), Shaw Communications (SJR) and Quebecor announced that they have entered into a definitive agreement for the sale of Freedom Mobile to Videotron, a subsidiary of Quebecor.

September 6, 2022: According to Reuters, Canada’s competition watchdog said that the sale of Shaw Communications (SJR) unit Freedom mobile to Quebecor was not enough to eliminate antitrust concerns with the proposed purchase of Shaw by Rogers Communications (RCI).

October 17, 2022: According to Reuters, Canada’s Competition Tribunal has scheduled in late October a mediation between Rogers Communications (RCI), Shaw Communications (SJR) and the agency for the merger of the telecom firms.

October 25, 2022: Canada imposed conditions on Rogers Communications’ (RCI) proposed remedy to overcome competition bureau concerns about its planned purchase of Shaw Communications (SJR). Rogers has offered to sell Shaw’s Freedom Mobile unit to Quebecor Inc’s Videotron to allay the antitrust bureau’s concerns over reduced competition in the Canadian market following the Shaw deal. Canadian Industry Minister François-Philippe Champagne told a media conference that Videotron would be required to hold the Freedom Mobile unit for at least 10 years.

October 27, 2022: Rogers Communications (RCI), Shaw Communications (SJR) and Quebecor issued a statement saying mediation with Canada’s Competition Bureau to settle Rogers’ planned takeover of Shaw has failed.

October 31, 2022: According to Reuters, Canada Federal Court Chief Justice Paul Crampton has directed counsel for Rogers Communication (RCI) , Shaw Communications (SJR) and the Competition Bureau to convene for a further case management conference on Tuesday.

November 7, 2022: According to Reuters, Canada’s competition tribunal chief on Monday said it would be difficult for the tribunal to reach a decision on Rogers Communications’ (RCI) acquisition of Shaw Communications (SJR) within the December timeframe the companies requested.

November 14, 2022: According to Reuters, in its effort to win takeover approval, Rogers Communications (RCI) presented documents to a tribunal that show Canada’s second-largest telecom company Telus Corp attempted to sabotage Rogers’ deal to buy Shaw Communications (SJR).

December 13, 2022: Bloomberg reported that Rogers Communications’ (RCI) deal with Shaw Communications (SJR) is crawling toward the finish line. The legal battle over deal will be settled within weeks, possibly days.

December 22, 2022: According to Reuters, Canada’s competition tribunal said that it had not arrived at a decision regarding the merger between Rogers Communications (RCI) and Shaw Communications (SJR).

December 29, 2022: According to Bloomberg, Canada’s merger court ruled in favor of Rogers Communications (RCI) and Shaw Communications (SJR) in an antitrust case, clearing one of the final hurdles to the union of two of the country’s largest telecommunications firms.

December 30, 2022: Canada’s antitrust regulator plans to appeal a decision by a Canadian court that allowed a proposed merger between Rogers Communications (RCI) and Shaw Communications (SJR) to proceed. The Competition Bureau has filed a notice to appeal the decision with a Canadian appellate court. The companies reported that they remain committed to pro-competitive transactions.

Expected to close in the first half of 2023 for a closing value of $5 billion. Upon completion of the merger, shareholders of Altra Industrial Motion will receive $62.00 per share in cash.

Merger Agreement

Altra Industrial Motion Corp. Investor Relations

Regal Rexnord Corporation Investor Relations

Termination Fee

Company Termination Fee: $100 million

Parent Termination Fee: $200 million

Update(s)

November 9, 2022: Altra Industrial Motion (AIMC) and Regal Rexnord Corporation (RRX) on November 9, 2022, and the initial 30-day waiting period is scheduled to expire on December 9, 2022, unless otherwise extended.

November 17, 2022: Regal Rexnord Corporation (RRX) announced that it has completed the first phase of financing for its proposed acquisition of Altra Industrial Motion Corp. (AIMC), by successfully amending its credit agreement, and upsizing its revolver and an existing Term Loan, by $1.1 billion.

November 23, 2022: Altra Industrial Motion (AIMC) and Regal Rexnord Corporation (RRX) filed their preliminary proxy statement. The initial 30-day waiting period, with respect to the HSR Act is scheduled to expire on December 9, 2022, unless otherwise extended. The deal is expected to be completed in the first half of 2023.

December 14, 2022: According to a definitive proxy statement filed, Altra Industrial Motion (AIMC) and Regal Rexnord Corporation (RRX) made the filings required under the HSR Act on November 9, 2022. Regal Rexnord Corporation withdrew its filing on December 9, 2022, and refiled as of December 13, 2022, such that the initial 30-day waiting period is scheduled to expire on January 12, 2023. The special meeting of stockholders of Altra Industrial Motion will be held on January 17, 2023.

Expected to close in 2023 for a closing value of $4.7 billion. Upon completion of the merger, shareholders of Aerojet Rocketdyne Holdings will receive $58 per share in cash.

Aerojet Rocketdyne Holdings, Inc. Investor Relations

L3Harris Technologies Investor Relations

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

Update(s)

October 17, 2022: Euronav NV (EURN) sold the ULCC (Ultra Large Crude Carrier) Europe. The vessel is debt free and the sale will generate a capital gain of USD 34.7 million.

October 19, 2022: Euronav NV (EURN) sold the Suezmax Cap Philippe, generating a capital gain of USD 12.9 million.

December 14, 2022: Belgium’s Saverys family called for an end to the plan to combine tanker giants Euronav (EURN) and Frontline (FRO). In a letter to the Euronav board, family-controlled shipowner CMB’s chief executive Alexander Saverys called the combination unworkable and value-destructive.

December 15, 2022: Euronav (EURN) acknowledged the receipt from CMB NV of a letter to its Supervisory Board asking it to terminate the Combination Agreement with Frontline (FRO) and reaffirmed its commitment to the combination. The exchange offer is expected to be launched in the first quarter of 2023.

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.

On February 24, 2022, the requests for a 180-day extension were granted by the FCC. PNMR and Avangrid expect to make a new filing under the HSR Act later in 2022. No additional approvals are required from CFIUS, FERC or the PUCT.

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.

September 30, 2022: Since this deal has not yet been completed, we are extending the closing date to December 31, 2022.

Status of merger as of November 4, 2022:

On January 3, 2022, PNM Resources and AVANGRID announced an amendment and extension of their merger agreement through April 20, 2023, and an appeal of the NMPRC decision with the New Mexico Supreme Court. The Court’s briefing schedule concluded in August 2022. No response has been provided on the companies’ request for oral argument. There is no statutory deadline for the Court to respond to the request for oral argument nor to act on the appeal.

Expected to close in the second quarter of 2023 for a closing value of $204 million in an all stock deal. Under the terms of the agreement, shareholders of Salisbury Bancorp will receive 0.7450 shares of NBT common stock.

Merger Agreement

Salisbury Bancorp, Inc. Investor Relations

NBT Bancorp Inc. Investor Relations

Termination Fee (To be paid by Salisbury): $8 million

Expected to close during the first half of 2023 for a closing value of $316 million. Upon completion of the merger, shareholders of Trean Insurance Group will receive $6.15 per share in cash.

Merger Agreement

Trean Insurance Group, Inc. Investor Relations

Termination Fee

Company Termination Fee: $9.45 million

End Date: September 15, 2023

Expected to close by mid-2023 for a closing value of $$6.4 billion. Upon completion of the merger, shareholders of Maxar Technologies will receive $53 per share in cash.

Merger Agreement

Maxar Technologies Inc. Investor Relations

Termination Fee

Company Termination Fee: $124.5 million

Parent Termination Fee: $249 million

60 day “go-shop” period expires on February 14, 2023

End Date: September 16, 2023

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

Update(s)

August 19, 2022: Meridian Bioscience (VIVO) and SD Biosensor and SJL Partners submitted a formal draft filing relating to the merger to CFIUS. The parties also filed merger notifications pursuant to foreign antitrust and foreign investment laws.

August 22, 2022: Meridian Bioscience (VIVO) and SD Biosensor and SJL Partners withdrew and resubmitted the merger control filing to the FTC and DOJ. The waiting period will expire on September 21, 2022.

September 8, 2022: Meridian Bioscience (VIVO) announced that the special meeting of stockholders will be on October 10, 2022.

October 10, 2022: Shareholders of Meridian Bioscience (VIVO) approved the company’s merger with SD Biosensor and SJL Partners at a special meeting of shareholders.

November 22, 2022: Meridian Bioscience (VIVO) reported that it has obtained approval or clearances, as applicable, for all relevant antitrust and foreign direct investment filings, including the filing related to the Committee on Foreign Investment in the United States (“CFIUS”) which was obtained on November 21, 2022. Meridian has not yet reached a resolution with the DOJ regarding the DOJ legal matter; Meridian continues to actively work with the DOJ to resolve the DOJ legal matter.

December 12, 2022: Meridian Bioscience (VIVO) announced that it has entered into a side letter with the buyer, setting the closing date of Meridian’s pending merger for January 31, 2023.

Expected to close in the first half of 2023 for a closing value of $28.3 billion. Upon completion of the deal, shareholders of Horizon Therapeutics Public Limited Company will receive $116.50 per share in cash.

Merger Agreement

Horizon Therapeutics Public Limited Company Investor Relations

Amgen Inc. Investor Relations

Termination Fee

Reverse Termination Payment: $974.42 million

End Date: June 12, 2023

First Extended End Date: September 12, 2023

Second Extended End Date: December 12, 2023

Update(s)

December 30, 2022: Horizon Therapeutics Public Limited Company (HZNP) and Amgen (AMGN), each filed a notification and report form with respect to the transaction with the DOJ and the FTC under the HSR Act on December 29, 2022. The waiting period under the HSR Act is scheduled to expire on January 30, 2023, unless extended or earlier terminated.

Expected to close in the first quarter of 2023 for a closing value of $249.93 million in an all stock deal. Under the terms of the agreement, SeaSpine shareholders will receive 0.4163 shares of Orthofix common stock for each share of SeaSpine common stock owned.

Merger Agreement

SeaSpine Holdings Corporation Investor Relations

Orthofix Investor Relations

Termination Fee

SeaSpine Termination Fee: $10.58 million

Orthofix Termination Fee: $13.74 million

Update(s)

November 18, 2022: Orthofix (OFIX) and SeaSpine (SPNE) announced that John Bostjancic will serve as Chief Financial Officer for the new combined company, effective upon the completion of their pending merger.

November 22, 2022: SeaSpine Holdings Corporation (SPNE) announced that the special meeting of stockholders will be on January 4, 2023.

November 30, 2022: Orthofix Medical (OFIX) announced that it received an unsolicited, non-binding indication of interest from two private equity fund sponsors to acquire all of the outstanding equity of Orthofix for $23.00 per share in cash. The Orthofix board reaffirms to stockholders its recommendation in favor of the SeaSpine (SPNE) merger transaction and remains fully committed to completing the transaction with SeaSpine.

December 5, 2022: Orthofix Medical (OFIX) disclosed that on December 2, 2022, it received a follow-up, unsolicited and non-binding indication of interest letter from the same two private equity fund sponsors to acquire all of the outstanding equity of Orthofix for $24.00 per share in cash. On December 3, 2022, the Orthofix board held a meeting to review and evaluate the revised indication of interest, in consultation with legal and financial advisors. Following such review and evaluation, the Orthofix board unanimously determined that the SeaSpine (SPNE) merger transaction continues to be in the best interests of Orthofix and its stockholders. A special meeting of Orthofix stockholders has been scheduled for January 4, 2023 to vote on a proposal to approve the issuance of Orthofix common stock in the proposed SeaSpine merger transaction.

Expected to close in the first quarter of 2023 for a closing value of $8 billion. Upon completion of the merger, shareholders of Coupa Software Incorporated will receive $81 per share in cash.

Merger Agreement

Coupa Software Incorporated Investor Relations

Termination Fee

Company Termination Fee: $200 million

Parent Termination Fee: $435 million

Outside Date: September 11, 2023

Expected to close for a closing value of $6 billion. Upon completion of the merger, shareholders of Micro Focus International will receive 532 pence per share.

Micro Focus International plc Investor Relations

OpenText Investor Relaions

Update(s)

September 20, 2022: Micro Focus International (MFGP) announced that the special meeting of stockholders will be on October 18, 2022.

October 18, 2022: Shareholders of Micro Focus International (MFGP) approved the terms of the recommended all-cash offer by OpenText (OTEX). The acquisition is expected to close in the first quarter of calendar year 2023.

December 8, 2022: The European Commission approved, under the EU Merger Regulation, the acquisition of sole control of Micro Focus International (MFGP) by Open Text Corporation (OTEX).

December 22, 2022: OpenText (OTEX) announced jointly with Micro Focus International (MFGP) that all regulatory conditions pertaining to the all-cash offer by OpenText to acquire Micro Focus have now been satisfied. The acquisition is expected to close on January 31, 2023.

Expected to close in the first half of 2023 for a closing value of $2.3 billion. Upon completion of the merger, shareholders of ForgeRock will receive $23.25 per share in cash.

Merger Agreement

ForgeRock, Inc. Investor Relations

Termination Fee

Company Termination Fee: $60 million

Termination Date: October 10, 2023 (option to be extended till January 10, 2024)

Update(s)

November 22, 2022: ForgeRock (FORG) was down 1%, after a report that Thoma Bravo plans to pull and refile its merger notice with U.S. antitrust regulators.

November 28, 2022: ForgeRock and Thoma Bravo each filed the requisite notification forms under the HSR Act with the FTC and the DOJ on October 24, 2022. Following informal discussions with the DOJ, Thoma Bravo notified the FTC and the DOJ that it had elected to withdraw and refile its notification and report form pursuant to 16 C.F.R. 803.12 of the HSR Act in order to allow the DOJ additional time to review the transaction. Thoma Bravo’s notification and report form was withdrawn effective as of November 23, 2022, and it intends to refile on or about November 28, 2022. A new 30-day waiting period under the HSR Act will commence on the date of such refiling. Both before and after the expiration of the applicable waiting period, the FTC and the DOJ retain the authority to challenge the merger on antitrust grounds.

December 8, 2022: ForgeRock (FORG) announced that the special meeting of stockholders will be on January 12, 2022. ForgeRock also indicated that an unidentified strategic buyer was recently considering making an offer for the company.

December 22, 2022: ForgeRock (FORG) and Thoma Bravo each received a request for additional information (the “Second Request”) from the Department of Justice 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 ForgeRock and Parent have substantially complied with the Second Request, unless the waiting period is terminated earlier by the DOJ or extended by agreement of ForgeRock and Thoma Bravo.

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.

December 1, 2022: The Toronto-Dominion Bank (TD) reported that it is currently planning to close the acquisition of First Horizon Corporation (FHN) in the first half of fiscal 2023, subject to customary closing conditions, including approvals from U.S. and Canadian regulatory authorities.

Expected to close late in the second quarter or early in the third quarter of 2023, for a closing value of $254.4 million in an all stock merger of equals. Under the terms of the definitive agreement, holders of TCFC common stock will have the right to receive 2.3287 shares of Shore common stock.

Merger Agreement

The Community Financial Corporation Investor Relations

Shore Bancshares, Inc. Investor Relations

Termination Fee: $10.5 million

Outside Date: December 31, 2023

Expected to close in the fourth quarter 2022 or first quarter 2023 for a closing value of $5.2 billion. Upon completion of the merger, shareholders of Atlas Air Worldwide Holdings will receive $102.50 per share in cash.

Merger Agreement

Atlas Air Worldwide Holdings, Inc. Investor Relations

Termination Fee

Company Termination Fee: $97.5 million

Parent Termination Fee: $227.4 million

Update(s)

September 30, 2022: The State Administration for Market Supervision (SAMR) disclosed that Air Worldwide (AAWW) and Apollo Global Management (APO) filed with SAMR under the simplified procedure. Third parties have until October 9, 2022, to object to the case being treated as simple.

October 18, 2022: Atlas Air Worldwide Holdings (AAWW) announced that the special meeting of stockholders will be on November 29, 2022.

November 29, 2022: Atlas Air Worldwide (AAWW) announced that its shareholders voted to approve the company’s pending acquisition by an investor group led by funds managed by affiliates of Apollo Global Management (APO).

Expected to close in the first quarter of 2022 for a closing value of $585.68 million. Upon completion of the merger, shareholders of AgroFresh Solutions will receive $3.00 per share in cash.

Merger Agreement

AgroFresh Solutions, Inc. Investor Relations

Termination Fee

Company Termination Fee: $15 million

Outside Date: May 20, 2023

Update(s)

December 21, 2022: AgroFresh Solutions (AGFS) and Paine Schwartz Partners filed their notification and report forms under the HSR Act on December 6, 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.

October 24, 2022: The New Jersey Board of Public Utilities pushed out rate counsel/intervenor testimony about 20 days until November 20, 2022 from an original schedule of October 20, 2022 to allow for further “settlement negotiations,” over the sale of South Jersey Industries (SJI) to Infrastructure Investments Fund.

November 2, 2022: South Jersey Industries (SJI) announced that its transaction with Infrastructure Investments Fund was unanimously approved by the Federal Energy Regulatory Commission, the Federal Communications Commission and has cleared the waiting period under Hart-Scott-Rodino. The transaction remains subject to regulatory approval by the New Jersey Board of Public Utilities.

December 28, 2022: The New Jerzey PUC disclosed correspondence from Infrastructure Investments Fund’s advisors to the PUC Commissioner suggesting next steps for its review of IIF’s proposed acquisition of South Jersey Industries (SJI).

Expected to close as early as the second calendar quarter of 2023 for a closing value of $654 million in an all stock deal. Under the terms of the agreement, Luther Burbank shareholders will be entitled to receive 0.3353 shares of Washington Federal common stock for each share of Luther Burbank common stock they own.

Luther Burbank Corporation Investor Relations

Washington Federal, Inc. Investor Relations

Expected to close for a closing value of $5.93 billion in a cash plus stock deal. Under the terms of the agreement, shareholders of Yamana Gold will receive $1.0406 in cash, 0.0376 of an Agnico Share, and 0.1598 of a Pan American Share for each common share held.

Merger Agreement

Yamana Gold Inc. Investor Relations

Pan American Silver Corp. Investor Relations

Agnico Eagle Mines Limited Investor Relations

Termination Fee

Pan American Termination Fee: $375 million

Yamana Termination Fee: $250 million

Outside Date: April 30, 2023 (ability to be extended by 60 days)

Update(s)

November 21, 2022: Yamana Gold (AUY) announced that the special meeting of stockholders will be on January 31, 2023.

Expected to close in the first half of 2023 for a closing value of 10.9 billion. Upon completion of the merger, shareholders of Atlas Corp. will receive $15.50 per share in cash.

Merger Agreement

Atlas Corp. Investor Relations

Termination Fee: $60 million

End Date: June 30, 2023 (option to be extended by sixty days)

Update(s)

December 19, 2022: Atlas Corp. (ATCO) announced that the waiting period under the HSR Act expired on December 19, 2022.

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.

November 8, 2022: MoneyGram (MGI) and Madison Dearborn Partners announced that have recently made significant progress toward completing the closing conditions of the previously announced merger transaction. To date, money transmission regulators in 50 U.S. states and territories have provided their approval of or non-objection to, the transaction. Only three state approvals remain, and the parties are in active dialogue with each of these states. In addition, the parties have obtained all but two approvals from its international money transmission regulators, and have received approval from the Financial Conduct Authority (FCA) in the United Kingdom and the National Bank of Belgium where MoneyGram holds its European license.

December 13, 2022: The California’s Department of Financial Protection and Innovation disclosed on its website that MoneyGram (MGI) received approval from the California’s Department of Financial Protection and Innovation for the planned acquisition by Madison Dearborn Partners.

December 21, 2022: MoneyGram International (MGI) announced that it has obtained all but one approval from international money transmission regulators. The transaction is expected to be completed early in the first quarter of 2023.

Expected to close in the first calendar quarter of 2023 for a closing value of $1.3 billion. Upon completion of the merger, shareholders of Cowen will receive $39 per share in cash.

Merger Agreement

Cowen Inc. Investor Relations

TD Bank Group Investor Relations

Termination Fee

Company Termination Fee: $42.25 million

Update(s)

October 11, 2022: Cowen (COWN) announced that the special meeting of stockholders will be on November 15, 2022.

November 15, 2022: Cowen (COWN) announced that its stockholders approved the previously announced definitive agreement for Cowen to be acquired by TD Bank Group (TD).

Expected to close in the second quarter of 2023 for a closing value of $1.3 billion in an all stock deal. Under the terms of the merger agreement, Lakeland shareholders will receive 0.8319 shares of Provident common stock for each share of Lakeland common stock they own.

Merger Agreement

Lakeland Bancorp, Inc. Investor Relations

Provident Financial Services, Inc. Investor Relations

Termination Fee: $50 million

Update(s)

September 28, 2022: Lakeland Bank the wholly owned subsidiary of Lakeland Bancorp (LBAI) announced it has entered into a settlement with the U.S. Department of Justice (DOJ) to resolve allegations that it had violated fair lending laws in the Newark, New Jersey Metro Division.

December 19, 2022: Lakeland Bancorp (LBAI) and Provident Financial Services (PFS) announced that their special meeting of stockholders will be on February 1, 2023. The companies also announced that the initial submissions of regulatory applications with respect to the Federal Reserve Board, the FDIC and the New Jersey Department of Banking and Insurance (NJDOBI) occurred on October 31, 2022.

Expected to close in the first quarter of 2023 for a closing vlaue of $5.2 billion. Upon completion of the merger, shareholders of Vivint Smart Home will receive $12 per share in cash.

Merger Agreement

Vivint Smart Home, Inc. Investor Relations

NRG Energy, Inc. Investor Relations

Terminatione Fee

Company Termination Payment: $93.6 million

End Date: June 6, 2023

Expected to close in February 2023 for a closing value of $6.69 million. Upon completion of the merger, shareholders of Qumu Corporation will receive $0.90 per share in cash.

Merger Agreement

Qumu Corporation Investor Relations

Termination Fee: $800,000

Outside Date: March 24, 2023

Expected to close in the first quarter of 2023 for a closing value of $14 billion. Upon completion of the merger, shareholders of STORE Capital Corporation will receive $32.25 per share in cash.

Merger Agreement

STORE Capital Corporation Investor Relations

Termination Fee

Company Termination Fee: $274 million (The Company Termination Fee shall be an amount equal to $137 million in the event this Agreement is terminated by the company prior to the Cut-Off Time.)

Parent Termination Fee: $503 million

Update(s)

September 19, 2022: STORE Capital Corporation (STOR) declared a regular quarterly cash dividend on its common stock of $0.41 per share for the third quarter ending September 30, 2022, which represents an increase of 6.5% over the previous quarterly dividend. The dividend will be paid on October 17, 2022, to STORE Capital stockholders of record as of the close of business on September 30, 2022.

October 15, 2022: STORE Capital Corporation (STOR) announced the expiration of the “go-shop” period set forth in the previously announced definitive merger agreement with GIC and Oak Street.

November 4, 2022: STORE Capital Corporation (STOR) announced that the special meeting of stockholders will be on December 9, 2022.

November 29, 2022: STORE Capital Corporation (STOR) announced that leading independent proxy advisory firms Institutional Shareholder Services Inc. (“ISS”) and Glass, Lewis & Co. have each recommended that stockholders vote “FOR” the previously announced all-cash acquisition of the company by affiliates of GIC.

December 6, 2022: STORE Capital Corporation (STOR) announced that the Committee on Foreign Investment in the United States (CFIUS) has approved the previously announced all-cash acquisition of the company by affiliates of GIC.

December 9, 2022: STORE Capital Corporation (STOR) announced that its stockholders approved the acquisition of the company by GIC and Oak Street. The transaction is expected to close in the first quarter of 2023.

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.

September 7, 2022: Umpqua Holdings Corporation (UMPQ) provided information to investors related to its pending combination with Columbia Banking Systems (COLB). In the presentation, the company has stated that, although the closing date for the combination has not yet been set, the company continues to plan for and complete necessary milestones to execute a scheduled Q1 2023 core system conversion.

October 3, 2022: Umpqua Holdings Corporation (UMPQ) announced that its Board of Directors approved a quarterly cash dividend of $0.21 per common share. The dividend is payable on October 28, 2022, to shareholders of record as of October 14, 2022.

October 26, 2022: The Board of Governors of the Federal Reserve System approved the application of Columbia Banking System (COLB) with respect to the previously announced combination of Columbia and Umpqua Holdings Corporation  (UMPQ).

Expected to close in the first half of 2023 for a closing value of $4.6 billion. Upon completion of the merger, shareholders of KnowBe4 will receive $24.90 per share in cash.

Merger Agreement

KnowBe4, Inc. Investor Relations

Termination Fee

Company Termination Fee: $138 million

Parent Termination Fee: $276 million

Update(s)

December 8, 2022: KnowBe4 (KNBE) announced that the applicable waiting period under the HSR Act with respect to its acquisition by Vista Equity Partners expired on November 25, 2022.

December 22, 2022: KnowBe4 (KNBE) announced that the special meeting of stockholders will be held on January 31, 2023.

Expected to close no later than the first quarter of 2023 for a closing value of $4 billion. Upon completion of the merger, shareholders of EVO Payments will receive $34 per share in cash.

Merger Agreement

EVO Payments, Inc. Investor Relations

Global Payments Inc. Investor Relations

Termination Fee

Company Termination Fee: $100 million

Update(s)

October 14, 2022: EVO Payments (EVOP) announced that the special meeting of stockholders will be on October 26, 2022.

October 26, 2022: Shareholders of EVO Payments (EVOP) approved the company’s merger with Global Payments (GPN) at a special meeting of shareholders.

October 31, 2022: Global Payments (GPN) announced that it has received Hart-Scott-Rodino clearance in the United States for the acquisition of EVO Payments (EVOP).

Expected to close in the first quarter of 2023 for a cloaing value of $570 million. Upon completion of the merger, shareholders of Benefitfocus will receive $10.50 per share in cash.

Merger Agreement

Benefitfocus, Inc. Investor Relations

Voya Financial, Inc. Investor Relations

Termination Fee: $14 million

Outside Date: April 30, 2023 (option to be extended to June 30, 2023)

Update(s)

December 14, 2022: The waiting period with respect to the merger between Benefitfocus (BNFT) and Voya Financial (VOYA), under the HSR Act, expired.

December 19, 2022: Benefitfocus (BNFT) announced that the special meeting of stockholders will be on January 20, 2023. Benefitfocus  and Voya Financial (VOYA) filed certain required information with the Texas Department of Insurance on November 14, 2022 and November 18, 2022. The Texas Department of Insurance has completed its review of those submissions and has issued no objection determinations, thereby satisfying the requirements.

Expected to close in early 2023 for a closing value of $440.99 million. Upon completion of the merger, shareholders of AVEO Oncology will receive $15.00 per share in cash.

Merger Agreement

AVEO Oncology Investor Relations

Termination Fee: $20.4 million

Update(s)

November 1, 2022: AVEO (AVEO) and LG Chem filed their respective HSR Act notifications on November 1, 2022 and delivered the draft joint voluntary notice to CFIUS on November 8, 2022.

November 25, 2022: AVEO Oncology (AVEO) announced that the special meeting of stockholders will be on January 4, 2023.

December 1, 2022: AVEO Oncology (AVEO) announced that the waiting period under the HSR Act expired with respect to the merger. Also on December 1, 2022, AVEO and LG Chem received a notice from CFIUS indicating that the joint voluntary notice submitted by AVEO and LG Chem on November 25, 2022, has been accepted for review, with December 1, 2022 constituting the first day of the 45-day initial review period, which will expire on January 17, 2023.

Expected to close in the first half of 2023 for a closing value of $615 million. Upon completion of the merger, shareholders of Apollo Endosurgery will receive $10.00 per share in cash.

Merger Agreement

Apollo Endosurgery, Inc. Investor Relations

Termination Fee

Company Termination Fee: $19 million

Parent Tier I Termination Fee: $30 million

Parent Tier II Termination Fee: $50 million

Outside Date: January 31, 2024 (Option to extend until no later than July 31, 2024)

Update(s)

December 29, 2022: Apollo Endosurgery (APEN) and Boston Scientific (BSX) stated in their preliminary proxy statement that they have notification and report forms under the HSR Act with the DOJ and the FTC on December 20, 2022.

Expected to close in the first quarter of 2023 for a closing value of $488.6 million. Under the terms of the acquisition agreement, Professional shareholders are to receive 0.8909 shares of Seacoast common stock for each share of Professional common stock.

Merger Agreement

Professional Holding Corp. Investor Relations

Seacoast Banking Corporation of Florida Investor Relations

Termination Fee: $21.79 million

Update(s)

November 14, 2022: Professional Holding (PFHD) announced that the special meeting of stockholders will be on December 15, 2022.

December 20, 2022: Shareholders of Professional Holding (PFHD) approved the company’s merger with Seacoast Banking Corporation of Florida (SBCF) at a special meeting of shareholders.

December 28, 2022: Seacoast (SBCF) and Professional (PFHD) announced that the mergers are expected to be completed on January 31, 2023.

Expected to close in the first quarter of 2022 for a closing value of $2.9 billion. Upon completon of the merger, shareholders of Myovant Sciences will receive $27.00 per share in cash.

Myovant Sciences Ltd. Investor Relations

Sumitovant Biopharma Ltd. Investor Relations

Update(s)

December 8, 2022: Myovant Sciences (MYOV) and Sumitomo Chemical filed their preliminary proxy statement, stating that they made the filings required under the HSR Act on December 2, 2022. The applicable waiting period under the HSR Act will expire on January 2, 2022.

Expected to close in the first quarter of 2023 for a closing value of $848.46 million. Upon completion of the merger, shareholders of Imago BioSciences will receive $36.00 per share in cash.

Merger Agreement

Imago BioSciences, Inc. Investor Relations

Merck & Co., Inc. Investor Relations

Termination Fee: $47.1 million

Outside Date: November 19, 2023

Update(s)

December 12, 2022: Imago BioSciences (IMGO) announced that the tender offer launched by Merck (MRK) will expire on January 10, 2023.

December 20, 2022: Imago BioSciences (IMGO) announced that the waiting period under the HSR Act expired on December 20, 2022.

Expected to close in the first quarter of 2023 for a closing value of $1.2 billion. Upon completion of the deal, shareholders of Poshmark will receive $17.90 per share in cash.

Merger Agreement

Poshmark, Inc. Investor Relations

Termination Fee

Company Termination Fee: $52.91 million

Update(s)

November 25, 2022: Poshmark (POSH) announced that the special meeting of stockholders will be on December 27, 2022. The waiting period under the HSR Act expired on November 18, 2022.

December 27, 2022: The stockholders of Poshmark (POSH) voted to approve the company’s pending acquisition by NAVER Corporation. The transaction is expected to close in early January 2023.

Expected to close in the first half fo 2023 for a closing value of $3.7 billion. Upon completion of the merger, shareholders of Weber will receive $8.05 per share in cash.

Merger Agreement

Weber Inc. Investor Relations

Termination Fee

Company Termination Fee: $5.5 million

Outside Date: June 11, 2023

Expected to close in the first half of 2023 for a closing value of $1.3 billion. Upon completion of the merger, shareholders of UserTesting will receive $7.50 per share in cash.

Merger Agreement

UserTesting, Inc. Investor Relations

Termination Fee

Company Termination Fee: $33.88 million

Parent Termination Fee: $67.76 million

Update(s)

November 23, 2022: PREM14A – UserTesting (USER) and Thoma Bravo and Sunstone Partners filed their preliminary proxy statement. The companies made the filings required under the HSR Act on November 9, 2022. Completion of the Merger is further subject to certain regulatory actions by the United Kingdom Competition and Markets Authority (“CMA”) and the Australian Competition and Consumer Commission (“ACCC”). The “Go-Shop Period” ends on December 10, 2022.

December 6, 2022: UserTesting (USER) announced that the special meeting of stockholders will be on January 10, 2023.

December 9, 2022: The waiting period with respect to the merger between UserTesting (USER) and Thoma Bravo and Sunstone Partners, under the HSR Act, expired on December 9, 2022.

December 13, 2022: UserTesting (USER) announced that the “go-shop” period expired on December 10, 2022.

December 15, 2022: The Australian Competition and Consumer Commission provided notice that it does not intend to conduct a public review of the merger between UserTesting (USER) and Thoma Bravo and Sunstone Partners.

December 21, 2022: The United Kingdom Competition and Markets Authority provided notice to UserTesting (USER) that it has no further questions on the merger at this time. The merger is expected to close in the first half of 2023.

Expected to close in the first quarter of 2023 for a closing value of $145 million. Upon completion of the merger, shareholders of Opiant Pharmaceuticals will receive $20.00 per share in cash plus up to $8.00 per share in contingent value rights that may become payable in the event that certain net revenue milestones are achieved by Opiant’s lead asset (OPNT003) during the relevant seven-year period.

Merger Agreement

Opiant Pharmaceuticals, Inc. Investor Relations

Indivior PLC Investor Relations

Termination Fee: $4.71 million

Outside Date: May 15, 2023 (ability to extend by 3 months)

Update(s)

December 21, 2022: Opiant Pharmaceuticals (OPNT) and Indivior PLC filed a voluntary CFIUS Notice seeking approval of their merger.

Expected to close in the first quarter of 2023 for a closing value of $281 million. Upon completion of the merger, shareholders of Oyster Point Pharma will receive $11.00 per share in cash plus a contingent value right for a potential cash payment of up to $2.00 per share upon achievement of specified performance targets by Oyster Point Pharma for full year 2022.

Merger Agreement

Oyster Point Pharma, Inc. Investor Relations

Viatris Inc. Investor Relations

Termination Fee: $11.85 million

Closing Date

Expiration Date: January 2, 2023

End Date: January 31, 2023

Update(s)

December 9, 2022: Oyster Point Pharma (OYST) announced that the required waiting period applicable under the HSR Act has expired with respect to its transaction with  Viatris (VTRS).

Expected to close in the first half of 2023 in an all stock deal. Under the terms of the agreement, each Velodyne share will be exchanged for 0.8204 shares of Ouster at closing.

Merger Agreement

Velodyne Lidar, Inc. Investor Relations

Ouster, Inc. Investor Relations

Termination Fee

Velodyne Termination Fee: $7 million

Ouster Termination Fee: $7 million

Closing Date

Expected Closing Date: First half of 2023

Outside Date: May 4, 2023

Option to extend outside date to: August 4, 2023

Update(s)

December 8, 2022: Velodyne Lidar (VLDR) and Ouster (OUST) announced that their special meeting of stockholders will be held on January 26, 2022.

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

Update(s)

September 20, 2022: Resolute Forest Products (RFP) announced that the special meeting of stockholders will be on October 31, 2022.

October 27, 2022: The Paper Excellence Group and Resolute Forest Products (RFP) announced their intention to sell Resolute’s Thunder Bay pulp and paper mill to further facilitate the regulatory review process.

October 31, 2022: Shareholders of Resolute Forest Products (RFP) approved the company’s merger with The Paper Excellence Group at a special meeting of shareholders.

December 28, 2022: Resolute Forest Products (RFP) and The Paper Excellence Group jointly announced that the Canadian Commissioner of Competition has entered into a consent agreement regarding the parties’ business combination. The transaction remains on course to close in the first half of 2023.

The merger of Ayala Pharmaceuticals and Advaxis in an all stock deal. Under the terms of the agreement, each share of Ayala shall be automatically converted into the right to receive 0.1874 shares of Advaxis.

Merger Agreement

Ayala Pharmaceuticals, Inc. Investor Relations

Advaxis, Inc. Investor Relations

Termination Fee: $600,000

Update(s)

November 18, 2022: Ayala Pharmaceuticals (AYLA) received written notice from The Nasdaq Stock Market indicating that the Company is no longer in compliance with the minimum Market Value of Publicly Held Shares (“MVPHS”) of $5,000,000 required for continued listing on The Nasdaq Global Market.

December 12, 2022: Ayala Pharmaceuticals (AYLA) announced that the special meeting of stockholders will be on January 13, 2022.