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

Outside Date:
July 24, 2023

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 s
pecial 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.

January 13, 2023: 
JetBlue (
JBLU
) set January 25, 2023, as the record date for the
January 2023 prepayment
to Spirit (
SAVE
) stockholders of $0.10 per Spirit share, with payment of the January 2023 Additional Prepayment to occur on January 31, 2023. Pursuant to the Merger Agreement, Spirit stockholders as of the January 25, 2023, record date will be entitled to receive the January 2023 Additional Prepayment.

February 6, 2023: 
According to Reuters, Spirit Airlines (
SAVE
) expects U.S. antitrust regulators to decide
whether to allow the low-cost carrier to proceed with its merger
with JetBlue Airways (
JBLU
) in the “next 30 days or so.”

February 8, 2023:
According to Reuters, JetBlue (
JBLU
) officials are answering questions and giving depositions as the
Justice Department presses on with its antitrust review
of the company’s plan to buy Spirit (
SAVE
).

February 10, 2023:
JetBlue (
JBLU
) set February 22, 2023,
as the record date
for the February 2023 prepayment to Spirit (
SAVE
) stockholders of $0.10 per Spirit share, with payment of the February 2023 Additional Prepayment to occur on February 28, 2023.

February 10, 2023:
According to Reuters, the U.S. Department of Justice
is likely to sue to block a pending merger
between JetBlue Airways (
JBLU
) and Spirit Airlines (
SAVE
).

February 24, 2023:
JetBlue Airways (
JBLU
) and Spirit Airlines (
SAVE
)
executives met with Justice Department officials
in a final bid to persuade the antitrust agency to approve their merger.

March 6, 2023:
Bloomberg reported that, the Justice Department and Department of Transportation
are expected to take action
as soon as Tuesday to block JetBlue Airways Corp.’s (
JBLU
) merger with Spirit Airlines (
SAVE
).

March 7, 2023:
The U.S. Justice Department
filed a lawsuit
to stop JetBlue Airways (
JBLU
) from buying Spirit Airlines (
SAVE
), saying that the planned merger “would put travel out of reach for many cost-conscious travelers.”

March 31, 2023: 
According to The Wall Street Journal, attorneys general from California, Maryland, New Jersey, and North Carolina
joined an antitrust lawsuit
seeking to block JetBlue Airways’s (
JBLU
) takeover of Spirit Airlines (
SAVE
).

July 6, 2023:
Bloomberg reported that JetBlue Airways (
JBLU
) is ending a legal fight to keep its regional alliance with American Airlines Group (
AAL
) in
an attempt to win regulatory support for its acquisition
of Spirit Airlines (
SAVE
).

August 24, 2023:
Lawyers who are suing JetBlue Airways (
JBLU
) say that the airline
could raise fares
on some routes by up to 40% if it succeeds in buying Spirit Airlines (
SAVE
) and eliminating the low-fare carrier as a competitor on those routes.

September 11, 2023:
JetBlue Airways (
JBLU
) and Allegiant (
ALGT
) announced that the airlines have
entered into a definitive agreement
under which JetBlue will transfer to Allegiant all of the holdings of Spirit Airlines (
SAVE
) at Boston Logan International Airport and Newark Liberty International Airport.

September 19, 2023:
A report by the Dealreporter revealed that the Department of Justice (DOJ) is planning to move ahead with its trial to stop JetBlue Airways (
JBLU
) from acquiring Spirit Airlines (
SAVE
).

September 27, 2023:
Senator Elizabeth Warren (D-MA)
sent a letter
to JetBlue CEO Robin Hayes calling on him to provide an explanation for reports that recently revealed internal JetBlue (
JBLU
) analysis predicting massive fare increases and service cuts if regulators approve the proposed JetBlue-Spirit (
SAVE
) merger.

October 6, 2023: 
The Department of Justice’s trial to block JetBlue’s (
JBLU
) planned purchase of Spirit Airlines (
SAVE
)
has been delayed by a week
, from October 16 until October 23, due to criminal trials to be held prior to the trial.

October 13, 2023:
According to a court filing, the DOJ’s trial to block JetBlue’s (
JBLU
) planned purchase of Spirit Airlines (
SAVE
)
has been delayed
for a second week until October 30.

October 30, 2023: 
According to SeekingAlpha, Spirit Airlines (
SAVE
) fell 11% at least partly as some investors were
hoping for a settlement with the DOJ
before its trial to block the discount airline’s sale to JetBlue (
JBLU
) is scheduled to start Tuesday.

October 31, 2023:
According to Reuters, a U.S. Department of Justice lawyer
urged a federal judge to block
JetBlue Airways’ (
JBLU
) planned acquisition of Spirit Airlines (
SAVE
) at the start of a closely-watched antitrust trial. In her opening statement, Justice Department attorney Arianna Markel told U.S. District Judge William Young that the deal would lead to fewer flights and seats and higher prices.

November 14, 2023:
In connection with the Agreement and Plan of Merger JetBlue Airways (
JBLU
) has set November 24, 2023,
as the record date for the November 2023 prepayment
to Spirit (
SAVE
) stockholders of $0.10 per Spirit share, with payment of the November 2023 Additional Prepayment to occur on November 30, 2023.

November 22, 2023:
According to Bloomberg, Government lawyers
finished presenting evidence
at the antitrust trial to block JetBlue’s (
JBLU
) takeover of Spirit Airlines (
SAVE
) as part of a US crackdown on airline consolidation. JetBlue and Spirit will start their final defense of the deal Monday.

Key points presented in the DOJ trial arguments:

‘Raise Fares’ Argument:

The government contends that acquiring Spirit would enable JetBlue to eliminate a significant low-fare competitor, potentially reducing choices and increasing fares for consumers. JetBlue plans to remove seats from Spirit planes and shift focus to competing with major carriers.

‘Spirit Effect’ Concern:

The government argues that losing Spirit, a major disruptor with low fares, to JetBlue may lead to higher fares and increase the risk of price coordination among airlines. The “Spirit-effect,” where Spirit’s entry forces other carriers to compete with lower prices, would be lost.

JetBlue’s Financial Strain:

JetBlue’s CEO testified that the airline would need to borrow $3.5 billion for the deal, potentially limiting its ability to respond to economic changes and invest in the business. The government suggests that JetBlue may become less disruptive post-merger.

Spirit’s Initial Concerns:

Initially, Spirit shared concerns with the government, fearing JetBlue would eliminate its low-fare model. Spirit’s CEO testified that JetBlue’s plan indicated a shift away from the low-cost carrier model, prompting concerns about antitrust challenges.

Divestiture Dispute:

JetBlue’s proposal to sell Spirit assets at four major airports to other carriers is contested by the government, which argues it may not guarantee similar routes. The government also raises concerns about market replacement for Spirit.

Overlapping Markets Issue:

The government asserts that the merger would grant JetBlue unfair market power due to significant overlap in markets with Spirit. JetBlue and Spirit argue for a national market assessment, while the government insists on evaluating local markets.

No Jury, Bench Trial:

The trial, set to last four more days, is a bench trial, with US District Judge William G. Young presiding. There is no jury, and the judge will determine whether the sale should proceed.

December 5, 2023:
The month long
antitrust trial
between JetBlue (
JBLU
) and Spirit (
SAVE
) ended. The DOJ argued potential harm to consumers in the merger, while JetBlue asserted that it boosts competition. The judge contemplated conditional approval with extra divestitures, highlighting the broader industry consolidation challenge. The timing of the decision is uncertain, with the acquisition in question, and the judge previously suggested a possible ruling before year-end.

January 8, 2024: 
JetBlue Airways (
JBLU
) announced that Joanna Geraghty, currently the company’s president and chief operating officer,
will succeed Robin Hayes as chief executive officer
, effective February 12, 2024. Hayes will continue to serve on the company’s Board of Directors until that time.

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

Amened Merger Agreement

iRobot Corporation
Investor Relations

Amazon
Investor Relations

Termination Fee

Company Termination Fee: $56 million

Parent Termination Fee: $94 million

Outside Date:
August 5, 2023

First Outside Date Extension: February 5, 2024

Outside Date Extended: August 5, 2024

Update(s)

August 19, 2022:
iRobot (
IRBT
) and Amazon (
AMZN
)
filed notification and report forms
under the HSR Act with the U.S. FTC” and the Antitrust Division of the U.S. DOJ.

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.

January 2, 2023:
Since the deal was not completed by the end of the fourth quarter of 2022, we have extended the closing date to the Outside Date mentioned in the Merger Agreement.

February 4, 2023:
According to Bloomberg, the US Federal Trade Commission
is preparing a possible lawsuit
against Amazon (
AMZN
) that could be filed as soon as this spring.

February 14, 2023:
Bloomberg reported that Foxglove wrote to the European Union’s antitrust arm  to voice “grave concerns” over Amazon’s (
AMZN
) purchase of iRobot Corporation (
IRBT
).

March 20, 2023:
According to a Politico report, the Federal Trade Commission’s staff attorneys are leaning toward
filing a lawsuit
to block Amazon’s (
AMZN
) planned purchase of iRobot (
IRBT
).

April 6, 2023:
According to Reuters, Britain
is to investigate
Amazon.com’s (
AMZN
) anticipated takeover of iRobot Corp (
IRBT
). Britain’s Competition and Markets Authority said it is also now considering whether the deal could reduce competition in the connected device market.

April 18, 2023:
Britain’s competition regulator said
it has launched
a “Phase 1” probe into Amazon.com Inc’s (
AMZN
) planned $1.7 billion acquisition of iRobot (
IRBT
).

June 1, 2023:
EU antitrust regulators
will decide by July 6
whether to clear Amazon’s (
AMZN
) acquisition of iRobot (
IRBT
), according to a European Commission filing.

June 16, 2023:
UK’s Competition and Markets Authority (CMA)
cleared
Amazon’s (
AMZN
) purchase of Roomba maker IRobot (
IRBT
).

June 22, 2023:
According to Bloomberg, Amazon’s (
AMZN
) plan to buy iRobot (
IRBT
) is
headed for an in-depth European Union probe
unless the e-commerce firm makes an immediate offer that allays antitrust concerns.

July 6, 2023:
According to Reuters, EU antitrust regulators
opened a full-scale investigation
into Amazon’s (
AMZN
) $1.7 billion proposed acquisition of iRobot (
IRBT
), saying the deal may restrict competition in the market for robot vacuum cleaners.

July 19, 2023:
The European Commission
pushed back the deadline
for its decision on Amazon’s (
AMZN
) planned purchase of iRobot (
IRBT
) by 20 working days to December 13, 2023, according to a filing on the regulator’s website.

July 25, 2023:
Amazon (
AMZN
) and iRobot (
IRBT
) announced that they have
agreed to amend the existing terms of their merger agreement
to reflect a change to the price per share. Under the amended terms, Amazon will pay $51.75 per share revised from $61.00 per share.

August 24, 2023:
iRobot (
IRBT
) announced that
the special meeting of stockholders
to vote on the revised deal with Amazon (
AMZN
) will be held on October 12, 2023.

September 11, 2023:
According to Reuters, EU antitrust regulators
have delayed their investi
gation into Amazon’s (
AMZN
) acquisition of iRobot (
IRBT
) as they wait for the companies to provide the requested information.

October 12, 2023:
iRobot (
IRBT
) announced that its
shareholders approved
the company’s acquisition by Amazon (
AMZN
).

October 30, 2023:
The European Commission
has set February 14
as its deadline to review Amazon’s (
AMZN
) planned purchase of iRobot (
IRBT
). We have changed the closing date for this deal to August 5, 2024 (The extended outside date according to the Merger Agreement).

November 23, 2023:
According to Reuters, Amazon (
AMZN
) is set to win
unconditional EU antitrust approval
for its acquisition of iRobot (
IRBT
).

November 27, 2023:
The European Commission issued Amazon (
AMZN
) a
Statement of Objections
regarding the planned acquisition of iRobot Corporation (
IRBT
). This formal document represents a key stage in the investigation, wherein the Commission articulates its initial assessment of the potential merger between the two companies in writing.

January 10, 2023:
According to a
Politico report
, Amazon (
AMZN
) won’t offer concessions to the European Commission to receive approval for its deal to acquire iRobot, triggering a nearly 20% drop in iRobot’s stock.

Expected to close in the first quarter of 2024 for a closing value of $140 million in an all stock deal. Under the terms of the agreement, MiX shareholders will own approximately 65%, and current Powerfleet shareholders will own approximately 35% of the combined entity immediately following the closing of the transaction. Taking into consideration, Powerfleet’s closing price of $1.97 and Mix’s closing price of $5.58 on October 9, 2023, we have calculated the stock ratio of the deal as 4.36. ($5.58 divided by 65% of $1.97)

MiX Telematics Limited
Investor Relations

PowerFleet, Inc.
Investor Relations

Expected to close in 12 to 18 months for a closing value of $1.19 billion. Upon completion of the merger, shareholders will receive $18 per share in cash.

Merger Agreement

Termination Fee:
$25 million

Outside Date:
June 2, 2025

Hawaiian Holdings, Inc.
Investor Relations

Alaska Air Group, Inc.
Investor Relations

Update(s)

December 28, 2023:
According to the proxy statement filed on December 28, 2023, in addition to the required antitrust related clearance, Hawaiian Holdings (
HA
) by Alaska Air Group (
ALK
)
also need to obtain clearance
from the U.S. Department of Transportation (DOT), the U.S. Federal Aviation Administration (FAA) and the Federal Communications Commission (FCC).

January 9, 2024:
Hawaiian Holdings
special meeting of stockholder
s  to be held on Friday, February 16, 2024.

Expected to close during the fourth quarter of 2024 for a closing value of $85.73 million. Upon completion of the merger, shareholders of GAN Limited will receive $1.97 per share in cash.

Merger Agreement

Termination Fee:
$6 million

Outside Date:
November 7, 2024

GAN Limited
Investor Relations

Update(s):

January 9, 2024:
GAN (
GAN
) announced that the
special meeting of stockholders
, to consider and vote on a proposal to adopt the Agreement and Plan of Merger with Sega Sammy Creation will be held on February 13, 2024.

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 14, 2022: 

Albertsons Companies (
ACI
) announced that its Board of Directors has
declared a special cash dividend
of $6.85 per share of Class A common stock. The Special Dividend is payable on November 7, 2022, to stockholders of record as of the close of business on October 24, 2022. The Special Dividend has been declared in connection with the company entering into an Agreement and Plan of Merger, dated October 13, 2022 with

The Kroger Co. (
KR
).

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 5, 2022:
Albertsons Companies (
ACI
) and Kroger’s (
KR
)
each received a request
for additional information and documentary materials (each a “Second Request”) under the HSR Act.

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.

January 17, 2023: 
Albertsons Companies (
ACI
) announced that the temporary restraining order preventing the payment of the Special Divided
has been lifted
after the State of Washington’s Supreme Court denied a motion by the Attorney General of the State of Washington. Albertsons will immediately begin the process of paying the Special Dividend and amounts will be distributed as soon as practicable to stockholders of record as of the close of business on October 24, 2022.

January 19, 2023:
Albertsons Companies (
ACI
) announced that
the payment date for its previously announced $6.85 per common share Special Dividend
, originally scheduled to be paid November 7, 2022, is now going to be paid on January 20, 2023 to stockholders of record as of the close of business on October 24, 2022.

February 4, 2023:
According To Reuters,
a private lawsuit filed in California seeks to stop
Kroger’s (
KR
) planned purchase of Albertsons Companies (
ACI
), a deal that state attorneys general, consumer groups and some U.S. lawmakers have questioned as harmful to competition in the grocery market.

February 16, 2023:
Arizona’s Attorney General Kris Mayes announced that her office has
launched an anti-trust investigation of the proposed merger
between The Kroger (
KR
) and Albertsons (
ACI
).

June 12, 2023: 
The International Brotherhood of Teamsters
is formally opposing the merger
of The Kroger Company (
KR
) and Albertsons Companies (
ACI
) currently under review at the FTC. The Teamsters represent more than 22,000 members across both companies’ stores, distribution centers, and manufacturing plants nationwide.

August 3, 2023:
Judge Vince Chhabria of the US District Court for the Northern District of California
tossed out a lawsuit
by a group of consumers who sued to block Kroger’s (
KR
) planned purchase of rival grocery chain Albertson’s (
ACI
).

August 16, 2023: 
Secretaries of State representing seven states with a total of almost 5,000 affected stores, wrote a letter to the FTC Chair Lina Khan, asking the agency
to block
Kroger’s (
KR
) acquisition of Albertsons (
ACI
).

September 5, 2023: 
According to Bloomberg, C&S Wholesale Grocers — with backing from SoftBank Group Corp is
in talks to buy grocery stores
that Kroger (
KR
) and Albertsons (
ACI
) are selling to win regulatory approval for their merger.

September 8, 2023:
Kroger (
KR
)
has agreed to sell
413 stores to C&S Wholesale Grocers in a divestiture designed to help win antitrust approval for its $24.6 billion merger with Albertsons (
ACI
).

September 29, 2023:
Axios reported that the Federal Trade Commission
is likely to challenge
the Kroger (
KR
) and Albertsons (
ACI
) merger, said former FTC policy director David Balto and a source familiar with the FTC’s thinking.

October 12, 2023:
California is
preparing a lawsuit
to block Kroger Co.’s $24.6 billion acquisition of Albertsons Cos. on concerns the deal could hurt consumers and workers, Attorney General Rob Bonta.

December 11, 2023: 
The International Brotherhood of Teamsters, which represents more than 22,000 members at Kroger (
KR
) and Albertsons (
ACI
), is urging the Federal Trade Commission
to reject
Kroger’s plan to sell stores to C&S Wholesalers to try to win antitrust approval for its planned acquisition of Albertsons.

December 12, 2023:
According to Reuters, six U.S. lawmakers wrote to the FTC on Monday
expressing their opposition
to the proposed acquisition of Albertsons (
ACI
) by Kroger (
KR
).

January 11, 2024:
The Washington state attorney general is
expected to file a lawsuit
seeking to block Kroger Co.’s (
KR
) proposed takeover of Albertsons Cos. (
ACI
).

Expected to close in the third quarter of 2024 for a closing value of $14.9 billion. Upon completion of the merger, U.S. Steel shareholders will receive $55.00 in cash.

Merger Agreement

U.S. Steel
Investor Relations

Nippon Steel
Investor Relations

Termination Fee:
$565 million

Outside Date:
September 18, 2024 with potential extensions to March 18, 2025 and June 18, 2025.

Update(s):

December 19, 2023:
Japanese takeover of iconic U.S. Steel sees bipartisan opposition. Several Senators are also
voicing opposition
like Pennsylvania’s John Fetterman, and Republican Senator J. D. Vance of Ohio.

December 21, 2023:
White House believes the acquisition of U.S. Steel (
X
) by Nippon Steel
warrants serious scrutiny
.

January 5, 2024:
Japan’s top steelmaker Nippon Steel is
confident of successfully completing
its planned acquisition of U.S. Steel (X), despite opposition from labour union and certain U.S. senators, its president said on Friday.

January 11, 2024:

According to WSJ
, The Biden administration is preparing to dig into the deal to sell US Steel (
X
) to Nippon Steel. Lawyers for U.S. Steel and Nippon Steel have consulted several times with Treasury Department officials, beginning the morning the transaction was announced last month. The phone and email exchanges have focused on the process for filing with the Committee on Foreign Investment in the U.S., a Treasury-led interagency panel that has the power to recommend the president block deals if they pose a national security threat.

Expected to close in calendar year 2024, for a closing value of $8.5 billion. Upon completion of the merger, shareholders of Capri Holdings Limited will receive $57 per share in cash.

Merger Agreement

Capri Holdings Limited
Investor Relations

Tapestry, Inc.
Investor Relations

Termination Fee:
$240 million

Outside Date:
August 10, 2024

Update(s)

September 8, 2023:
Capri Holdings Limited (
CPRI
) by Tapestry (
TPR
)
made the filings
required under the HSR Act on August 31, 2023. The Merger is also subject to clearance or approval under the antitrust laws in Australia, Canada, China, the EU, Japan, Korea, and the United Kingdom. The Merger is also subject to approval by the European Commission under the EU Foreign Subsidies Regulation.

September 20, 2023:
Capri Holdings Limited (
CPRI
) announced that
the special meeting of shareholders
will be held on October 25, 2023. The Merger is subject to clearance or approval under the antitrust laws in Australia, Canada, China, the EU, Japan, Korea, and the United Kingdom. The Merger is also subject to approval by the European Commission under the EU Foreign Subsidies Regulation.

October 3, 2023:
The HSR waiting period for the planned sale of Capri Holdings (
CPRI
) to Tapestry (
TPR
) was set to expire on Monday, October 2, 2023.”We are not commenting on the status or timing of the regulatory process,” Tapestry
said in a statement
emailed to Seeking Alpha. “We are currently working toward all required regulatory approvals. The transaction is highly complementary and expands Tapestry’s portfolio reach and diversification.

October 12, 2023:
SeekingAlpha reported that
there’s speculation
that a European company may be evaluating a rival offer for Capri (
CPRI
).

October 25, 2023:
Capri Holdings (
CPRI
) announced that it has
received shareholders approval
to be acquired by Tapestry (
TPR
).

November 3, 2023:
Capri Holdings Limited (
CPRI
) and Tapestry (
TPR
) each
received a request
for additional information and documentary materials from the FTC in connection with the FTC’s review of the transaction.

January 10, 2024:

China’s antitrust regulator approved
Tapestry’s (
TPR
) $8.5 billion planned purchase of Capri Holdings (
CPRI
).

Expected to close in the fourth quarter of 2024 for a closing value of $231.2 million. Upon completion of the merger, shareholders of First Financial Northwest will receive approximately $23.18 to $23.75 per share upon liquidation.

Merger Agreement

Termination Fee

First Financial Northwest to Global Federal Credit Union: $2.5 million

Global Federal Credit Union to First Financial Northwest: $9.44 million

Outside Date:
December 11, 2024

First Financial Northwest, Inc.
Investor Relations

Expected to close during the first quarter of 2024 for a closing value of $126.44 million. Upon completion of the merger, shareholders of Genetron Holdings Limited will receive US$1.36 in cash per ADS (or US$4.08 in cash per ADS after the ADS Ratio Change)

Merger Agreement

Termination Fee

Company Termination Fee: $1.25 million

Parent Termination Fee: $2.5 million

Genetron Holdings Limited
Investor Relations

Update(s)

October 11, 2023:
Genetron Holdings Limited (
GTH
) announced that it
plans to change the ratio
of its American Depositary Shares to ordinary shares from one (1) ADS representing five (5) ordinary shares to one (1) ADS representing fifteen (15) ordinary shares. The company anticipates that the change in the ADS Ratio will be effective on or about October 26, 2023.

October 26, 2023:
Updated the deal price for Genetron Holdings Limited (
GTH
) to $4.03 after the reverse split to reflect 15 ordinary shares per ADS and after subtracting $0.05 for the ADS fee.

Expected to close in the second half of 2023, for a closing value of $3.8 billion. Under the terms of the agreement, Amedisys stockholders will receive $101 per share in cash.

Merger Agreement

Amedisys, Inc.
Investor Relations

UnitedHealth Group Incorporated
Investor Relations

Termination Fee:
$125 million

Outside Date:
June 26, 2024

Update(s)

July 31, 2023:
Amedisys (
AMED
) and UnitedHealth Group (
UNH
)
filed their respective notification and report forms under HSR Act
on July 5, 2023. Unless extended or earlier terminated, the 30-calendar-day waiting period under the HSR Act will expire on August 4, 2023.

August 10, 2023:
Amedisys (
AMED
) and UnitedHealth Group (
UNH
)
received a request for additional information
(a “second request”) under the HSR Act from the U.S. Department of Justice relating to the Merger on August 4, 2023, extending the HSR Act waiting period until the parties have substantially complied with the second request. The special meeting of stockholders will be on September 8, 2023.

August 30, 2023:
Amedisys (
AMED
)
appointed
Senior Vice President of Accounting Allyson Guidroz, to serve as the company’s Chief Accounting Officer and principal accounting officer effective immediately. In connection with Ms. Guidroz’s appointment, Scott G. Ginn will continue in his role as Acting Chief Operating Officer, Executive Vice President and Chief Financial Officer and principal financial officer and will no longer serve as the company’s principal accounting officer.

September 8, 2023:
Amedisys (
AMED
) announced that
its shareholders approved
the company’s acquisition by UnitedHealth Group Incorporated (
UNH
).

October 4, 2023:
Sen. Elizabeth Warren (D-MA) and Rep. Pramila Jayapal (D-WA) asked antitrust regulators to examine UnitedHealth Group’s (
UNH
)
planned purchase
of home-health provider Amedisys (
AMED
) and challenge deals that bring medical providers under the same ownership as health insurers.

Expected to close in the first quarter of 2024. Under the terms of the agreement, shareholders of iClick Interactive Asia Group Limited will receive US$4.08 in cash per ADS.

Merger Agreement

Termination Fee

Company Termination Fee: $1.2 million

Parent Termination Fee: $1.8 million

iClick Interactive Asia Group Limited
Investor Relations

Expected to close in late 2024 or early 2025 for a closing value of $14.31 billion. Upon completion of the merger, shareholders of Juniper Networks will receive $40 per share in cash.

Mergar Agreement

Termination Fee

Juniper Networks to Hewlett Packard Enterprise: $407.5 million

Hewlett Packard Enterprise to Juniper Networks: $815 million

Outside Date:
January 9, 2025 with potential extensions to April 9, 2025 and July 9, 2025

Juniper Networks
Investor Relations

Hewlett Packard Enterprise
Investor Relations

Update(s):

January 10, 2024:
 
In an interview with CNBC
, Hewlett Packard Enterprises (
HPE
) CEO Antonio Neri said he believes there’s a possibility that the company’s planned $13.6 billion purchase of Juniper Networks (
JNPR
) won’t need Chinese approval.

Expected to close in the first half of 2024 for a closing value of $60 billion in an all stock deal. Under the terms of the merger agreement, shareholders of Hess Corporation will receive 1.0250 shares of Chevron for each Hess share.

Merger Agreement

Termination Fee

Company Termination Fee: $1.72 billion

Outside Date:
April 22, 2024

Hess Corporation
Investor Relations

Chevron Corporation
Investor Relations

Update(s)

November 1, 2023:
According to Blomberg, Senate Majority Leader Chuck Schumer is
urging the US Federal Trade Commission
to look into whether Exxon Mobil (
XOM
) and Chevron Corp.’s  (
CVX
) proposed oil and gas acquisitions could violate antitrust laws.

December 7, 2023:
Hess Corporation (
HES
) and Chevron Corporation (
CVX
) each received a request for additional information and documentary material (collectively, the “
Second Request
”) from the FTC.

December 28, 2023:
Bloomberg reported
that Venezuelan-Guyana dispute puts Chevron’s (
CVX
) oilfields at risk, part of its $53 billion takeover of Hess (
HES
), which partners with Exxon Mobil in Guyana. Following President Maduro’s deployment of soldiers and Guyana receiving a UK warship, Hess Corp., acquired by Chevron, sees a 2.6% drop amid tensions over the Essequibo territory.

Expected to be completed by the first quarter of 2024, for a closing value of $249 million. Under the terms of the MoU, Renesas will initiate a cash tender offer of $3.03 per Sequans ADS.

Memorandum of Understanding

Sequans Communications S.A.
Investor Relations

Terminaton Fee

Company Termination Fee: $9.85 million

Outside Date:
March 4, 2024

Update(s)

October 5, 2023:
Renesas
extended the expiration date
of its tender offer to acquire Sequans (
SQNS
) to October 23, 2023. The companies also received clearance from the Committee on Foreign Investment (CFIUS) in the United States.

October 20, 2023:
Sequans Communications (
SQNS
) and Renesas Electronics Corporation announced that Renesas has
extended the expiration date of its tender offer
to acquire all of the outstanding ordinary shares of Sequans to November 6, 2023.

November 6, 2023:
Renesas Electronics Corporation
extended the expiration date
of its tender offer to acquire all of the outstanding ordinary shares of Sequans Communications (
SQNS
) to November 21, 2023. The Secretary of State in the Cabinet Office of the United Kingdom has determined not to take any further action in relation to the previously announced proposed acquisition of Sequans by Renesas under the National Security and Investment Act 2021.

November 20, 2023:
Renesas Electronics Corporation and Sequans Communications (
SQNS
) announced that Renesas has
extended the expiration date
of its tender offer to acquire Sequans from November 21, 2023 to December 6, 2023.

December 5, 2023:
Renesas Electronics Corporation received regulatory clearance from the Taiwan Fair Trade Commission for the acquisition of Sequans Communications (
SQNS
). Renesas also extended the expiration date of its tender offer to acquire Sequans from  December 6, 2023, to December 20, 2023.

December 19, 2023:
Renesas Electronics and Sequans Communications S.A. (
SQNS
) announced that Renesas has
extended the expiration date
of its tender offer from December 20, 2023 to January 5, 2024.

January 5, 2025:
Renesas Electronics and Sequans Communications S.A. (
SQNS
) announced that the tender offer
has once again been extended
from January 5, 2024 to January 22, 2024.

Expected to close in the second half of calendar year 2024, for a closing value of $311.67 million. Upon completion of the merger, shareholders of Transphorm will receive $5.10 per share in cash.

Transphorm
Investor Relations

Merger Agreement

Termination Fee:

Transphorm to Renesas Electronics: $12.94 million

Renesas Electronics to Transphorm: $20 million

Outside Date:
January 10, 2025

Expected to close in the middle of 2024 for a closing value of $8.7 billion. Upon completion of the merger, shareholders of Cerevel Therapeutics Holdings will receive $45 per share in cash.

Merger Agreement

Termination Fee

Company Termination Fee: $283.09 million

Parent Termination Fee: $653.28 million

Outside Date:
September 6, 2024

Cerevel Therapeutics Holdings, Inc.
Investor Relations

AbbVie Inc.
Investor Relations

Update(s)

January 5, 2023:
Cerevel Therapeutics Holdings (
CERE
) and AbbVie (
ABBV
)
filed their respective HSR notifications
on December 15, 2023. The waiting period under the HSR Act is expected to expire on January 16, 2024.

Expected to close within 12 months, for a closing value of $1.2 billion. Upon completion of the merger, shareholders of NeoGames will receive $29.50 per share in cash.

Merger Agreement

NeoGames S.A.
Investor Relations

Aristocrat Leisure Limited
Investor Relations

Termination Fee

Company Termination Fee: $40.34 million

Outside Date: July 15, 2024

Update(s)

June 21, 2023:
NeoGames (
NGMS
) announced that the special meeting of stockholders will be on July 18, 2023.

July 18, 2023:
NeoGames (
NGMS
) announced today that its
shareholders have approved
the adoption of the previously announced business combination agreement with Aristocrat Leisure Limited.

Expected to close in 2024 for a closing value of $1.9 billion. Upon completion of the merger, shareholders of SP Plus Corporation will receive $54 per share in cash.

Merger Agreement

SP Plus Corporation
Investor Relations

Termination Fee:
$30 million

Reverse Termination Fee: $60 million

Outside Date:
October 4, 2024

Update(s):

January 10, 2024:
SP Plus (
SP
) announced that the
special meeting of stockholders
, to consider and vote on a proposal to adopt the Agreement and Plan of Merger with Metropolis Technologies  to be held on February 9, 2024.

Expected to close in the middle of 2024 for.a closing value of $7.29 billion. Upon completion of the merger, shareholders of ImmunoGen will receive $31.26 per share in cash.

Merger Agreement

Termination Fee

Company Termination Fee: $353.5 million

Reverse Termination Fee: $656.5 million

Outside Date:
August 30, 2024

ImmunoGen, Inc.
Investor Relations

Update(s):

January 2, 2024:
According to the
definitive proxy statement filed
, ImmunoGen (IMGN)and AbbVie (ABBV) require regulatory approvals from the DOJ and FTC, and approval from the German Act against Restraints of Competition.

Expected to close in the first half of 2024 for a closing value of $4.3 billion. Under the terms of the agreement, each AEL shareholder will receive $55.00 per AEL share, consisting of $38.85 in cash and 0.49707 of a Brookfield Asset Management Ltd. (BAM) class A limited voting share.

Collar

If based on the 10-day VWAP of the BAM Shares (measured five business days prior to the closing of the transaction), the BAM Shares are trading at a price such that the aggregate consideration per AEL share would be less than $54.00 per share, the number of BAM Shares delivered for each AEL Share will be increased such that the value of the aggregate consideration delivered for each AEL Share will equal $54.00 and Brookfield Reinsurance will have the option to pay cash in lieu of some or all of the share portion of the Merger Consideration. In the event that the BAM Final Stock Price would result in the aggregate Merger Consideration per AEL Share being greater than $56.50, the number of BAM Shares delivered for each AEL Share will be decreased such that the value of the aggregate consideration delivered for each AEL Share will equal $56.50.

Merger Agreement

American Equity Investment Life Holding Company
Investor Relations

Brookfield Reinsurance
Investor Relations

Termination Fee

Company Termination Fee: $102 million

Outside Date:
April 4, 2024

Update(s)

August 31, 2023:
American Equity Investment Life Holding Company (
AEL
)
filed
the required application with FINRA.

October 11, 2023:
American Equity Investment Life Holding Company (
AEL
) and Brookfield Reinsurance (
BNRE
)
filed
the required notifications under the HSR Act with the Antitrust Division and the FTC on August 16, 2023. The applicable waiting period under the HSR Act expired on September 15, 2023. The special meeting of shareholders will be held on November 10, 2023.

October 11, 2023:
Applications or notifications in connection with the Merger have been filed with various U.S. state insurance regulatory authorities, including the Arizona Department of Insurance and Financial Institutions, the Iowa Insurance Division, the New York State Department of Financial Services and the Vermont Department of Financial Regulation.

Applications for approval or notifications have also been filed with certain non-U.S. insurance regulatory authorities, including the Bermuda Monetary Authority.

November 10, 2023:
Shareholders of American Equity Investment Life Holding Company (
AEL
)
approved the company’s merger
with Brookfield Reinsurance (
BNRE
) at a special meeting of shareholders.

Expected to close during the first quarter of 2024 for a closing value of $854 million in an all stock deal. Under the terms of the merger agreement, CSI Compressco unitholders will receive 0.086 shares of Kodiak common stock for each CSI Compressco common unit owned.

Merger Agreement

Termination Fee

CSI to Kodiak: $15 million

Kodiak to CSI: $20 million

Outside Date:
September 1, 2024

CSI Compressco
Investor Relations

Kodiak Gas Services
Investor Relations

Expected to close in the second quarter of 2024 for a closing value of $344.4 million in an all stock deal. Under the terms of the agreement, each outstanding share of CapStar common stock will be converted into the right to receive 1.155 shares of Old National common stock.

CapStar Financial Holdings, Inc.
Investor Relations

Old National Bancorp
Investor Relations

Expected to close in the first half of 2024 for a closing value of $12.7 billion. Upon completion of the merger, Karuna Therapeutics shareholders will receive $330.00 per share in cash.

Merger Agreement

Karuna Therapeutics
Investor Relations

Bristol-Myers Squibb Company
Investor Relations

Expected to close by mid-2024 for a closing value of $3.1 billion. Upon completion of the merger, shareholders of Olink Holding AB will receive $26 per share in cash.

Merger Agreement

Outside Date:
July 17, 2024

Olink Holding AB
Investor Relations

Thermo Fisher Scientific Inc.
Investor Relations

Update(s)

November 15, 2023:
Olink Holding AB (
OLK
) announced that
the waiting period
under the HSR Act has expired.

December 12, 2023:
Olink Holding AB (
OLK
) and Thermo Fisher Scientific (
TMO
)
decided to pull and plans refile
on January 15, 2024 for German regulatory approval. This will restart a one month clock for German regulatory review. UK opens Phase 1 investigation and the company still expects to close the transactions in mid-2024.

Expected to close by the end of December 2023, for a closing value of $2.7 billion. Upon completion of the merger, shareholders of Sovos Brands will receive $23 per share in cash.

Merger Agreement

Sovos Brands, Inc.
Investor Relations

Campbell Soup Company
Investor Relations

Termination Fee

Company Termination Fee: $71.34 million

Parent Termination Fee: $145 million

Outside Date:
February 7, 2025

Update(s)

August 31, 2023:
Sovos Brands (
SOVO
) by Campbell Soup Company (
CPB
)
filed the notification and report forms
under the HSR Act with the U.S. FTC and the Antitrust Division on August 21, 2023.

September 13, 2023:
Sovos Brands (
SOVO
) announced that
the special meeting of shareholders
will be held on October 16, 2023.

September 21, 2023: 
Campbell Soup’s (
CPB
) HSR filing for the planned acquisition of Sovos Brands (
SOVO
) was
pulled and will be refiled
on Friday, September 22, 2023.

October 11, 2023:
Campell Soup (
CPB
)
launched
a $2 billion loan facility for Sovos Brands (
SOVO
) deal.

October 16, 2023: 
Sovos Brands (
SOVO
) announced that its stockholders,
approved
the previously announced acquisition of the company by Campbell Soup Company (
CPB
).

October 23, 2023:
Campbell Soup Company (
CPB
) announced it has
received a request for additional information
from the Federal Trade Commission (FTC) as part of the agency’s review of Campbell’s proposed acquisition of Sovos Brands (
SOVO
).

Expected to close in the second quarter of calendar year 2024 for a closing value of $23.24 billion in a cash plus stock deal. Under the terms of the Agreement, for each share of common stock of WestRock, the common stockholders of WestRock will receive one new Smurfit WestRock share and $5.00 in cash. This represents a total consideration to WestRock stockholders equivalent to $43.51 per WestRock Share, based on the closing share price of Smurfit Kappa ordinary shares on 11 September 2023, being the last closing price prior to this announcement (and converted to U.S. Dollars using an exchange rate of 1.075x, being the exchange rate on 11 September 2023).

Merger Agreement

WestRock Company
Investor Relations

Termination Fee

Company Termination Fee: $147 million

Parent Termination Fee: $100 million

Outside Date:
September 12, 2024

Expected to close in the first half of 2024 for a closing value of $64.5 billion in an all stock deal. Under the terms of the agreement, Pioneer shareholders will receive 2.3234 shares of ExxonMobil for each Pioneer share at closing.

Merger Agreement

Termination Fee:
$1.82 billion

Outside Date:
October 10, 2024

Pioneer Natural Resources Company
Investor Relations

Exxon Mobil Corporation
Investor Relations

Update(s)

November 1, 2023:
According to Blomberg, Senate Majority Leader Chuck Schumer is
urging the US Federal Trade Commission
to look into whether Exxon Mobil (
XOM
) and Chevron Corp.’s  (
CVX
) proposed oil and gas acquisitions could violate antitrust laws.

November 21, 2023:
Pioneer Natural Resources Company (
PXD
) and Exxon Mobil Corporation (
XOM
)
filed their notifications
under the HSR Act with the FTC and the DOJ on November 3, 2023.

December 4, 2023:
Pioneer (
PXD
) and ExxonMobil (
XOM
) each
received a request for additional information
and documentary materials (a “Second Request”) from the Federal Trade Commission in connection with the FTC’s review of the merger.

January 2, 2024:
Pioneer Natural Resources Company (
PXD
) announced that
Richard P. Dealy has commenced his new role as Chief Executive Officer
(CEO) and Scott D. Sheffield has transitioned to the non-executive role of Special Advisor to the CEO, both effective January 1, 2024.

Expected to close in the second quarter of 2024 for a closing value of $190 million. Upon completion of the merger, shareholders of Via Renewables will receive $11 per share in cash.

Merger Agreement

Termination Fee: 
$300,000

Outside Date:
July 31, 2024

Via Renewables
Investor Relations

Expected to close in the first half of 2024 for a closing value of $1.9 billion. Upon completion of the merger, shareholders of National Western Life Group will receive $500 per share in cash.

Merger Agreement

National Western Life Group, Inc.
Investor Relations

Update(s)

November 9, 2023:
National Western Life Group (
NWLI
) and Prosperity Life Group
filed the required notifications
with the Antitrust Division of the U.S. Department of Justice and the Federal Trade Commission on November 3, 2023, and the waiting period under the HSR Act is scheduled to expire on December 4, 2023.

November 30, 2023:
National Western Life Group (
NWLI
) announced that
the special meeting of shareholders
will be held on January 8, 2024.

Expected to close in the first half of 2024 for a closing value of $3.17 billion. Upon completion of the merger, shareholders of Axonics will receive $71 per share in cash.

Merger Agreement

Termination Fee

Axonics to Boston Scientific: $75 million

Boston Scientific to Axonics: $140 million

Outside Date:
January 8, 2025

Axonics, Inc.
Investor Relations

Boston Scientific Corporation
Investor Relations

Expected to close by the first quarter of 2025 for a closing value of $3.1 billion. Upon completion of the merger, shareholders of Consolidated Communications Holdings will receive $4.70 per share in cash.

Merger Agreement

Termination Fee

Company Termination Fee: $15.9 million

Outside Date:
January 15, 2025

Consolidated Communications Holdings, Inc.
Investor Relations

Update(s)

November 3, 2023:
According to Reuters, Wildcat Capital Management, a top shareholder in Consolidated Communications Holdings, Inc. (
CNSL
)
plans to vote against
its $3.1 billion takeover by an investor consortium, as it undervalues the broadband services provider.

January 11, 2024:
Consolidated Communications (
CNSL
)
special meeting of shareholders
will be held on January 31, 2024.

Expected to close by the end of the third quarter of calendar year 2024 for a closing value of $28.45 billion. Upon completion of the deal, shareholders of Splunk will receive $157 per share in cash.

Merger Agreement

Splunk Inc.
Investor Relations

Cisco
Investor Relations

Termination Fee

Company Termination Fee: $1 billion

Parent Termination Fee: $1.48 billion

Outside Date:
March 20, 2025

Update(s)

October 18, 2023:
Splunk (
SPLK
) and Cisco (
CSCO
)
each filed their notifications and report forms
under the HSR Act with respect to the merger with the FTC and DOJ on October 12, 2023. The HSR waiting period is expected to expire on November 13, 2023.

October 30, 2023:
Splunk (
SPLK
) announced that the
special meeting of shareholders
will be held on November 29, 2023.

November 13, 2023:
Splunk (
SPLK
)
announced
that the waiting period under the HSR Act has expired.

Expected to close in the first half of 2024 for a closing value of $371.40 million or $23.00 per share in cash. Under the terms of the agreement, Merck, through a subsidiary, will acquire all outstanding shares of Harpoon Therapeutics for a price per share of $23.00 in cash.

Merger Agreement

Termination Fee:
$23.86 million

Outside Date:
July 8, 2024 with potential extentions to October 7, 2024

Harpoon Therapeutics
Investor Relations

Merck & Co
Investor Relations

Expected to close in the second quarter of 2024 for a closing value of $7.4 billion or $6.69 per share. Under the terms of the agreement, Southwestern shareholders will receive 0.0867 shares of Chesapeake common stock for each share of Southwestern common stock outstanding at closing.

Southwestern Energy
Investor Relations

Chesapeake Energy Corp.
Investor Relations 

Merger Agreement

Termination fee

Southwestern Energy to Chesapeake Energy: $260 million

Chesapeake Energy to Southwestern Energy: $389 million

Outside Date:
January 10, 2025

Expected to close in the second quarter of 2024 for a closing value of $1.12 billion. Upon completion of merger, shareholders of Daseke will receive $8.30 per share in cash.

Daseke
Investor Relations

TFI International
Investor Relations

Expected to close in the first quarter of 2024 for a closing value of $371.5 million in an all stock deal. Under the terms of the agreement, holders of Summit common stock will have the right to receive 0.5043 shares of Burke & Herbert common stock.

Merger Agreement

Termination Fee:
$14.86 million

Summit Financial Group, Inc.
Investor Relations

Burke & Herbert Financial Services Corp.
Investor Relations

Update(s)

September 15, 2023:
A director of Summit Financial Group (
SMMF
)
purchased
$343,222 worth of stock on September 14, 2023. Shares of the acquiring company, Burke & Herbert Financial Services (
BHRB
) were also purchased by multiple insiders last week, including the CEO.

September 29, 2023:
Burke & Herbert (
BHRB
)
submitted a request
to the Federal Reserve Bank of Richmond to waive the applicable application requirements of the BHCA with respect to the merger with Summit Financial Group (
SMMF
). Initial submission of the applications for seeking approval was also made to the Virginia State Corporation Commission (VBFI) on September 29, 2023.

October 2, 2024:
Burke & Herbert Financial Services (
BHRB
) and Summit Financial Group (
SMMF
)
announced the submission of regulatory filings
related to their merger agreement. The filings include those to certain state and Federal agencies as well as the Securities and Exchange Commission. The merger is expected to close in the first quarter of 2024.

October 16, 2023:
Summit Financial Group (
SMMF
) announced that the special meeting of shareholders will be held on December 6, 2023.

December 6, 2023:
Summit Financial Group (
SMMF
) and Burke & Herbert Financial Services Corp. (
BHRB
)
received approval
for their merger.

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.

Merger Agreement

Luther Burbank Corporation
Investor Relations

Washington Federal, Inc.
Investor Relations

Termination Fee:
$26.17 million

Outside Date:
February 29, 2024

Update(s)

March 28, 2023:
Luther Burbank Corporation (
LBC
) announced that
the special meeting of stockholders
will be on May 3, 2023. Applications to merge Luther Burbank Corporation and Washington Federal were filed with the FDIC on or about January 6, 2023, and the WDFI on or about January 9, 2023, and the notice to the CDFPI was filed on or about January 9, 2023.

May 4, 2023:
Shareholders of Luther Burbank Corporation (
LBC
)
approved the company’s merger
with Washington Federal (
WAFD
) at a special meeting of shareholders.

November 28, 2023:
Luther Burbank Corporation (
LBC
) and Washington Federal (
WAFD
)
mutually agreed to extend the Outside Date of the Merger Agreement
from November 30, 2023 to February 29, 2024 in accordance with the terms of the Merger Agreement. The consummation of the Merger remains subject to the receipt of approvals from the Federal Deposit Insurance Corporation and the Board of Governors of the Federal Reserve System.

Expected to close for a closing value of $1.66 billion. Upon completion of the merger, shareholders of Hollysys Automation Technologies will receive $26.50 per share in cash.

Merger Agreement

Termination Fee:
$33 million

Outside Date:
December 11, 2024

Hollysys Automation Technologies Ltd.
Investor Relations

December 24, 2023:
Hollysys Automation (
HOLI
)
received a higher $29 offer
worth $1.8 billion from Dazheng Group, which tops the $26.50 per share deal the company struck with Ascendent Capital Partners on December 11, 2023.

January 5, 2024:
Hollysys Automation Technologies Ltd. (
HOLI
)
announced
that it will hold an extraordinary general meeting of shareholders on Thursday, February 8, 2024.

Expected to close in the first half of 2024 for a closing value of $4.63 billion in an all stock deal. Under the terms of the agreement, each Physicians Realty Trust common share will be converted into 0.674 of a newly issued Healthpeak common share. Healthpeak and Physicians Realty Trust shareholders will own approximately 77% and 23% of the combined company, respectively.

Physicians Realty Trust
Investor Relations

Healthpeak Properties, Inc.
Investor Relations

Update(s):

January 9, 2024:
Healthpeak Properties (
PEAK
) announced that the
special meeting of stockholders
, to consider and vote on a proposal to adopt the Agreement and Plan of Merger with Physicians Realty Trust (
DOC
) will be held on February 21, 2024.

Expected to close during the second quarter of 2024 for a closing value of $4.5 billion in an all stock deal. Under the terms of the agreement, each share of Callon common stock will be exchanged for a fixed ratio of 1.0425 shares of APA common stock.

Merger Agreement

Termination Fee

Callon Petroleum Company to APA Corporation: $85 million

APA Corporation to Callon Petroleum Company: $170 million

Outside Date:
October 3, 2024 with potential extensions to January 3, 2025 and April 3, 2025

Callon Petroleum Company
Investor Relations

APA Corporation
Investor Relations

Expected to close in the first quarter of 2024 for a closing value of $528 million in an all stock deal. Under the terms of the merger agreement, each share of Cambridge common stock will be exchanged for 4.956 shares of Eastern common stock.

Merger Agreement

Cambridge Bancorp
Investor Relations

Eastern Bankshares, Inc.
Investor Relations

Termination Fee:
$21 million

Outside Date:
September 19, 2024

Expected to close in the first half of 2024 for a closing value of $4.4 billion. Upon completion of the merger, Alteryx shareholders will receive $48.25 per share in cash.

Merger Agreement

Alteryx
Investor Relations
Termination Fee:

$135 million

Outside Date:
June 18, 2024 with potential extensions to September 18, 2024 and December 18, 2024.

Expected to close in the first quarter of 2024. Under the agreement, the newly established portfolio company will acquire all shares of Freeline not currently owned by Syncona for $6.50 per American Depositary Share (ADS).

Merger Agreement

Freeline Therapeutics Holdings plc
Investor Relations

Syncona Ltd
Investor Relations

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

Outside Date:
December 27, 2023

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.

February 1, 2023:
Provident Financial Services (
PFS
) and Lakeland Bancorp (
LBAI
) announced the
receipt of their respective stockholder and shareholder approvals
in connection with the proposed merger of Lakeland with and into Provident.

June 30, 2023:
Since this deal has not yet been completed, we are extending the closing date for this deal to its outside date as mentioned in the merger agreement.

December 20, 2023:
Provident Financial (
PFS
) and Lakeland Bancorp (
LBAI
) agreed to
extend their merger agreement
to March 31, 2024, to provide more time to obtain required regulatory approvals.

Expected to close in early 2024 for a closing value of $38.87 million in an all stock deal. Under the terms of the agreement,  FG Group Holdings common stockholders will receive one share of FG Financial common stock for each share of common stock of FG Group Holdings held by such stockholder.

Merger Agreement

FG Group Holdings
Investor Relations

FG Financial Group
Investor Relations

Expected to close in the first half of 2024 for a closing value of $170 million. Upon completion of the merger, shareholders of Vericity will receive $11.43 per share in cash.

Merger Agreement

Vericity, Inc.
Investor Relations

Termination Fee

Company Termination Fee: $5.1 million

Outside Date:
July 3, 2024

Update(s)

November 1, 2023:
In its preliminary proxy statement, Vericity (
VERY
) stated that with respect to its acquisition by iA American Holdings, the company
requires approvals
from the Illinois Department of Insurance and Texas Department of Insurance.

Expected to close in the third quarter of 2024 for a closing value of $207 million in an all stock deal. Under the terms of the definitive agreement, each outstanding share of Codorus Valley common stock will be exchanged for the right to receive 0.875 shares of Orrstown common stock.

Merger Agreement

Termination Fee:
$8.3 million

Outside Date:
December 31, 2024

Codorus Valley Bancorp, Inc.
Investor Relations

Orrstown Financial Services, Inc.
Investor Relations

Expected to close in the first quarter of 2024 for a closing value of $7.4 billion. Upon completion of the merger, shareholders of Textainer Group Holdings Limited will receive $50 per share in cash.

Textainer Group Holdings Limited
Investor Relations

Update(s)

November 22, 2023:
Textainer Group Holdings Limited (
TGH
) announced
the expiration
of the 30-day “go-shop” period.

Expected to close in the first half of 2024 for a closing value of $3.6 billion.  Upon completion of the merger RayzeBio shareholders will receive $62.50 per share in cash.

Merger Agreement

Termination fee

RayzeBio to Bristol Myers Squibb: $104 million

Bristol Myers Squibb to RayzeBio: $141 million

Outside Date:
December 25, 2024

RayzeBio, Inc.
Investor Relations

Bristol Myers Squibb
Investor Relations

Expected to close in the first quarter of 2024, for a closing value of $416.8 million in an all stock deal. Under the terms of the merger agreement, each outstanding share of American National common stock will be converted into the right to receive 1.35 shares of Atlantic Union common stock.

Merger Agreement

American National Bankshares Inc.
Investor Relations

Atlantic Union Bankshares Corporation
Investor Relations

Termination Fee:
$17.23 million

Outside Date:
July 24, 2024

Update(s) 

September 27, 2023:
American National Bankshares (
AMNB
) announced that
the special meeting of shareholders
will be held on November 14, 2023.

November 14, 2023:
Shareholders of American National Bankshares (
AMNB
)
approved the company’s merger
with Atlantic Union Bankshares Corporation (
AUB
) at a special meeting of shareholders.

Expected to close in the first quarter of 2024 for a closing value of $2.3 billion. Upon completion of the merger, shareholders of Rover Group will receive $11 per share in cash.

Merger Agreement

Termination Fee

Company Termination Fee: $72 million

Outside Date:
May 29, 2023

Rover Group, Inc.
Investor Relations

Update(s): 

December 29, 2023:
Rover Group announced the
expiration of the 30-day go-shop
period and that Rover did not receive any alternative acquisition proposals from any third party during that period. The transaction is currently expected to close in the first quarter of 2024.

January 11, 2024:
According to the filing
made on January 11, 2024, Rover Group (ROVR) and Blackstone require regulatory approvals from the DOJ and FTC. The applicable HSR waiting period is currently expected to expire on January 12, 2024.

Expected to close in the first half of 2024 for a closing value of $947.77 million in an all stock deal. Under the terms of the agreement, Eagle shareholders will receive 2.6211 shares of Star Bulk common stock for each share of Eagle common stock owned.

Merger Agreement

Termination Fee

Company Termination Fee: $20 million

Outside Date:
September 11, 2024

Eagle Bulk Shipping Inc.
Investor Relations

Star Bulk Carriers Corp.
Investor Relations

Expected to close in February 2024 for a negative closing value of -$27.71 million. Under the terms of the agreement, Concentra  through a subsidiary, will initiate a tender offer by January 9, 2024 to acquire all outstanding shares of Theseus. The price will range  between $3.90 and $4.05 per share in cash consisting of a base price of $3.90 plus one non-tradeable contingent value right (CVR) of no more than $0.15 per share. The CVR represents the right to receive 80% of the net proceeds from any license or disposition of Theseus’ programs effected within 180 days of closing of the merger and 50% of the potential aggregate value of certain specified potential cost savings realized within 180 days of the close of the merger, pursuant to a Contingent Value Rights Agreement.

Merger Agreement

Termination Fee

Theseus to Concentra Biosciences : $3.55 million

Outside Date:
April 21, 2024

Theseus Pharmaceuticals
Investor Relations

Update(s):

January 10, 2024:
The tender offer for Theseus Pharmaceuticals (
THRX
) will expire on Feb 7, 2024.

Expected to close in the first half of 2024, for a closing vlaue of $129 million in an all stock deal. Under the terms of the agreement, shareholders of FNCB Bancorp will receive 0.1460 shares of Peoples common stock for each share of FNCB common stock they own.

FNCB Bancorp, Inc.
Investor Relations

Peoples Financial Services Corp.
Investor Relations

Expected to close in the first half of 2024 for a closing value of $1.33 billion. Upon completion of the merger, Johnson & Johnson will acquire all of the outstanding shares of Ambrx’s common stock for $28.00 per share in cash through a merger of Ambrx with a subsidiary of the company.

Merger Agreement

Termination Fee:

Ambrx Biopharma to Johnson & Johnson: $70 million

Outside Date:
July 5, 2024

Ambrx Biopharma
Investor Relations

Johnson & Johnson
Investor Relations

Expected to close in the first quarter of 2024 for a closing value of $4 billion. Upon completion of the merger, shareholders of EngageSmart will receive $23 per share in cash.

Merger Agreement

Termination Fee

Company Termination Fee: $144.37 million

Outside Date:
May 23, 2024

EngageSmart, Inc.
Investor Relations

Update(s)

November 20, 2023:
EngageSmart (
ESMT
) and Vista Equity Partners
filed a notification
and report form with the FTC and DOJ on November 6, 2023.

November 22, 2023:
The Go-Shop Period for EngageSmart (
ESMT
)
expired
on November 22, 2023.

December 6, 2023:
EngageSmart (
ESMT
) announced that
the waiting period
under the HSR Act has expired.

Expected to close during the first quarter of 2024 for a closing value of $9.3 billion in an all stock deal. Under the terms of the merger agreement, Spirit shareholders will receive 0.762 newly-issued Realty Income common shares for each Spirit common share they own.

Merger Agreement

Termination Fee

Company Termination Fee: $173.97 million

Parent Termination Fee: $25 million

Outside Date:
July 29, 2024

Spirit Realty Capital, Inc.
Investor Relations

Realty Income Corporation
Investor Relations

January 8, 2024:
Realty Income (
O
) said that three Spirit Realty Capital (
SRC
) stockholders
filed lawsuits
challenging its agreement to acquire Spirit.

Expected to close in the first half of 2024 for a closing value of $1.5 billion. Upon completion of the merger, shareholders of Bluegreen Vacations Holding Corporation will receive $75 per share in cash.

Merger Agreement

Termination Fee:
$41.5 million

Outside Date:
May 5, 2024

Bluegreen Vacations Holding Corporation
Investor Relations

Hilton Grand Vacations Inc.
Investor Relations

Update(s)

November 28, 2023:
Bluegreen Vacations Holding Corporation (
BVH
) by Hilton Grand Vacations (
HGV
)
filed
a Notification and Report Form with the FTC and DOJ on November 14, 2023. The waiting period is scheduled to expire on December 14, 2023.

December 11, 2023:
Bluegreen Vacations Holding Corporation (
BVH
) announced that
the special meeting of shareholders
will be held on January 11, 2024.

December 18, 2023:
Bluegreen Vacations Holding Corporation (
BVH
) announced that
the waiting period under the HSR Act
expired on December 14, 2023.

January 5, 2024:
Hilton Grand Vacations (
HGV
) has
commenced an offering of $900 million
aggregate principal amount of new senior secured notes due 2032 to be issued by its wholly-owned subsidiaries, Hilton Grand Vacations Borrower Escrow and Hilton Grand Vacations Borrower Escrow.

January 10, 2024:
Hilton Grand Vacations (HGV) has
priced an offering of $900 million
aggregate principal amount of new 6.625% senior secured notes due 2032 to be issued by its wholly-owned subsidiaries, Hilton Grand Vacations Borrower Escrow and Hilton Grand Vacations Borrower Escrow. The private Offering is part of the financing for the company’s proposed acquisition of Bluegreen Vacations Holding (
BVH
).

January 11, 2024:
Shareholders of Bluegreen Vacations Holding (
BVH
)
approved
the company’s merger with Hilton Grand Vacations (
HGV
) at a special meeting of shareholders.

Expected to close in the first quarter of 2024, for a closing value of $1 billion. Under the terms of the agreement AstraZeneca will acquire all of Gracell’s fully diluted share capital (including shares represented by ADSs) through a merger for a price of $2.00 per ordinary share in cash at closing (equivalent to $10.00 per ADS of Gracell) plus a non-tradable contingent value right of $0.30 per ordinary share (equivalent to $1.50 per ADS of Gracell) in cash payable upon achievement of a specified regulatory milestone.

Merger Agreement

Termination fee

Gracell Biotechnologies to AstraZeneca: $33.8 million

AstraZeneca to Gracell Biotechnologies : $41.6 million

Outside date:
December 31, 2029

Gracell Biotechnologies Inc.
Investor Relations

AstraZeneca PLC
Investor Relations

Update(s):

January 8, 2024:
Gracell Biotechnologies
extraordinary general meeting
will be held on February 19, 2024.

Expected to close in the first quarter of 2023. Upon completion of the merger, shareholders of Eargo will receive $2.55 per share in cash.

Merger Agreement

Termination Fee:
$1.06 billion

Outside Date:
April 30, 2024

Eargo, Inc.
Investor Relations

Expected to close in the first half of 2024 for a closing value of $3.7 billion. Under the terms of the agreement, Bristol Myers Squibb will acquire Mirati for $58.00 per share in cash. Mirati stockholders will also receive one non-tradeable Contingent Value Right (CVR) for each Mirati share held, potentially worth $12.00 per share in cash, representing an additional $1.0 billion of value opportunity.

Merger Agreement

Termination Fee:
$168 million

Outside Date:
October 8, 2024

Mirati Therapeutics, Inc.
Investor Relations

Bristol-Myers Squibb Company
Investor Relations

Update(s)

November 2, 2023:
Mirati Therapeutics (
MRTX
) announced that the
special meeting of shareholders
will be held on December 13, 2023.

November 24, 2023:
Mirati Therapeutics (
MRTX
) by Bristol-Myers Squibb Company (
BMY
)
filed a Premerger Notification and Report Form under the HSR Act
with the DOJ and the FTC on November 17, 2023. The required waiting period will expire on December 18, 2023.

December 13, 2023:
Mirati Therapeutics (
MRTX
) shareholders
approved the company’s merger
with Bristol-Myers Squibb Company (
BMY
).

December 19, 2023:
Mirati Therapeutics (
MRTX
) HSR waiting period for its planned $4.8 billion sale to Bristol-Myers Squibb (
BMY
) expired. The parties accelerated the timeline for the deal to close in the first quarter of 2024.

Expected to be completed in the second quarter of 2024 for a closing value of $99.4 million in an all stock deal. Under the terms of the agreement, Community West Bancshares shareholders will be entitled to receive 0.79 shares of Central Valley Community Bancorp common stock for each share of Community West Bancshares common stock.

Merger Agreement

Termination Fee:
$4 million

Outside Date:
June 30, 2024

Community West Bancshares
Investor Relations

Central Valley Community Bancorp
Investor Relations

December 22, 2024:
Central Valley Community Bancorp and Community West Bancshares
announced that the special meeting
of shareholders will be held on February 8, 2024.

January 2, 2024:
According to the
definitive proxy statement
filed, Community West Bancshares (
CWBC
) and Central Valley Community Bancorp (
CVCY
) require regulatory approvals from the Federal Reserve, Federal Deposit Insurance Corporation (FDIC), and California Department of Financial Protection and Innovation (DFPI).

Expected to close in the first quarter of 2024 for a closing value of $387.4 million. Upon completion of the merger, shareholders of Orchard Therapeutics will receive $16.00 per ADS in cash. Orchard shareholders will also hold an additional contingent value right (CVR) of $1.00 per ADS.

Merger Agreement

Orchard Therapeutics plc
Investor Relations

Termination Fee:
$3.86 million

Outside Date:
April 30, 2024

Update(s)

November 16, 2023:
Orchard Therapeutics (
ORTX
) announced that
the special meeting of shareholders
will be held on December 19, 2023. The completion of the transaction with Kyowa Kirin is also conditioned upon the clearance or approval by the relevant authorities in certain jurisdictions under foreign investment laws in Germany, Italy, France, and possibly Sweden and the Netherlands. The Scheme of Arrangement also requires the approval of the High Court of Justice of England and Wales.

December 19, 2023:
Following the special meeting of shareholders, who approved the merger, all shareholder and regulatory approvals required have now been obtained. The Court hearing to sanction the Transaction is currently scheduled for January 22, 2024, and the completion of the Transaction is expected to occur shortly thereafter.

Expected to close in the first quarter of 2024 for a closing value of $435.14 million. Under the terms of the agreement, AstraZeneca, through a subsidiary, will initiate a tender offer to acquire all of Icosavax’s outstanding shares for a price of $15.00 per share in cash at closing, plus a non-tradable contingent value right for up to $5.00 per share in cash payable upon achievement of a specified regulatory milestone and a sales milestone.

Merger Agreement

Termination Fee

Company Termination Fee: $27.23 million

Parent Termination Fee: $47.64 million

Outside Date:
June 11, 2024

Icosavax, Inc.
Investor Relations

AstraZeneca PLC
Investor Relations

Update(s)

On December 27, 2023 AstraZeneca (
AZN
)
launched a tender offer
in the all cash $15 per share acquisition of Icosavax (
ICVX
) that includes a $5 per share CVR. The offer expires on January 26, 2023.

Expected to close in the first half of 2024 for a closing value of $3 billion in a cash plus stock deal. Under the merger agreement, each outstanding share of PGT Innovations will be converted into the right to receive $33.50 in cash and 0.07353 shares of Masonite (
DOOR
).

Merger Agreement

PGT Innovations
Investor Relations

Masonite International
Investor Relations

Termination Fee:
PGTI to Masonite: $84 million

Masonite to PGTI: $180 million

Outside Date:
December 17, 2024

Update(s)

January 2, 2024:
PGT Innovations (
PGTI
)
received an unsolicited proposal
from Miter Brands to acquire the company for $41.50 per share in cash.

January 8, 2024:
PGT Innovations, Inc. (
PGTI
) announced that its Board of Directors has unanimously determined that, while the unsolicited proposal from Miter Brands to acquire all outstanding shares of PGTI common stock for $41.50 per share in cash is not superior to PGTI’s definitive agreement to be acquired by Masonite International (
DOOR
) depending on the outcome of future negotiations, Miter’s proposal would reasonably be
expected to lead to a superior proposal
if Miter is able to improve several aspects of its proposed transaction.

Expected to close in January 2024. Under the terms of the agreement, Pathos AI will acquire Rain for $1.16 in cash per share plus a non-tradeable contingent value right for potential cash payments of up to approximately $0.17 per share.

Merger Agreement

Termination Fee:
$1.5 million

Outside Date:
February 15, 2024

Rain Oncology Inc.
Investor Relations

Expected to close in the first half of 2024 for a closing value of $4.86 billion in an all stock deal. Under the terms of the agreement, Cedar Fair unitholders will receive one share of common stock in the new combined company for each unit owned, and Six Flags shareholders will receive 0.5800 shares of common stock in the new combined company for each share owned. Following the close of the transaction, Cedar Fair unitholders will own approximately 51.2%, and Six Flags shareholders will own approximately 48.8%.

Merger Agreement

Termination Fee:
$63.2 million

Outside Date:
November 2, 2024

Six Flags Entertainment Corporation
Investor Relations

Cedar Fair, L.P.
Investor Relations

Update(s)

November 2, 2023:
Land & Buildings Investment Management, a significant shareholder of Six Flags Entertainment Corporation (
SIX
)
issued the following comment
on the company’s proposed merger with Cedar Fair (
FUN
). “The proposed merger of Six Flags and Cedar Fair does not maximize value for all shareholders and there are better alternatives available.”

December 22, 2023:

According to a proxy filing
, on December 20, 2023, Six Flags (
SIX
) and Cedar Fair (
FUN
) withdrew and refiled their premerger notification and report under the HSR Act on December 21, 2023.