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 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.

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.

January 16, 2024: A federal judge blocked the proposed acquisition of Spirit Airlines (SAVE) by JetBlue Airways (JBLU) on antitrust grounds. This decision resulted in a significant 47% decline in Spirit Airlines’ stock.

Copy of the ruling

January 19, 2024: Spirit Airlines provided a preliminary fourth quarter update indicating that revenue was at the high end of its initial estimate and that operating expenses were lower than expected. The company also addressed liquidity concerns and the steps it took to shore up liquidity.

January 19, 2024: JetBlue and Spirit announced that they have jointly filed a notice of appeal “consistent with requirements of the merger requirements”.

January 26, 2024: JetBlue (JBLU) has informed Spirit (SAVE) that certain conditions of their planned deal may not be satisfied before the outside dates outlined in the merger agreement, and that the deal may be terminable on and after January 28, 2024. JetBlue also stated that it is continuing to evaluate its options under the merger agreement.

Spirit believes there is no basis for terminating the Merger Agreement.

January 30, 2024: JetBlue Airways (JBLU) and Spirit Airlines (SAVE) are seeking an expedited appeal aimed at reversing a lower court ruling that blocked their $3.8 billion merger.

The airlines in a joint court filing asked the First U.S. Circuit Court of Appeals to reverse the decision that they argue “disregards the benefits of the transaction to the majority of the flying public.” The airlines said if the appeal is not expedited, the court may have no opportunity to review the decision because the merger agreement includes an outside closing date of July 24.

February 2, 2024: U.S. appeals court on Friday said it would hear arguments in June in a bid by JetBlue Airways (JBLU) and Spirit Airlines (SAVE) to overturn a judge’s ruling that blocked their $3.8 billion merger. Under the order issued on Friday, the companies’ initial brief would be due on February 26, 2024 with the Justice Department response set for April 11, 2024. The case would be fully briefed by April 25, 2024.

Expected to close in the first quarter of 2024 for a closing value of $450 million or $9.80 per share in cash.

Battalion Oil Corporation Investor Relations

Merger Agreement

Termination Fee: $8 million

Update(s):

January 24, 2024: Battalion Oil (BATL) disclosed an amended merger agreement with Fury Resources and one of the details included $10 million being distributed from an escrow account to the company.. The termination date for the deal was extended from April 12, 2024, to June 12, 2024.

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

Update(s):

January 30, 2024: Powerfleet (PWFL) and MiX Telematics (MIXT) announced that their respective shareholders meetings will be held on February 28, 2024 to vote on the proposed business combination between the parties.

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 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 stockholders  to be held on Friday, February 16, 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).

January 15, 2024: Washington state Attorney General Bob Ferguson sued to block the proposed merger of Kroger (KR) and Albertsons (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.

January 24, 2024: According to the preliminary proxy statement filed, the completion of the acquisition of U.S. Steel (X) by Nippon Steel requires the following approvals:

i) the waiting period applicable to the merger under the HSR Act should have expired or been terminated

ii) CFIUS approval

iii) regulatory approvals in the European Union, Mexico, Slovakia, Turkey, the United Kingdom, Canada and Serbia

January 30, 2024: Japan’s three megabanks Sumitomo Mitsui Financial Group, Mitsubishi UFJ Financial Group and Mizuho Financial Group plan to lend Nippon Steel a combined $16 billion for its planned acquisition of U.S. Steel (X).

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 first half of 2025, for a closing value of $35 billion in a cash plus stock deal. Under the terms of the agreement, Ansys shareholders will receive $197.00 in cash and 0.3450 shares of Synopsys common stock for each Ansys share.

Ansys Investor Relations

Synopsys Investor Relations

Merger Agreement

Termination Fee:

Synopsys to Ansys: $1.5 billion

Ansys to Synopsys: $950 million

Outside Date: January 15, 2025

Expected to close in the middle of 2024 for a closing value of $277.15 million. Under the terms of the agreement, the companies will combine in an all-stock transaction in which HomeStreet shareholders will receive 0.4345 of a share of FirstSun common stock for each share of HomeStreet common stock which represents a value of $14.75 per share.

Merger Agreement

Termination Fee: $10 million

Outside Date: January 16, 2025

HomeStreet, Inc. Investor Relations

FirstSun Capital Bancorp. Investor Relations

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 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.

January 19, 2024: Consolidated Communications (CNSL)  announced that Institutional Shareholder Services  has recommended that Consolidated shareholders vote “FOR” the proposed acquisition of the Company by affiliates of Searchlight Capital Partners and British Columbia Investment Management.

January 23, 2024:

Consolidated Communications (CNSL) announced that a leading independent proxy advisory firm, Glass Lewis & Co., has joined Institutional Shareholder Services  in recommending that Consolidated shareholders vote “FOR” the proposed acquisition of the company by affiliates of Searchlight Capital and British Columbia Investment Management.
The company’s special meeting of shareholders to vote on the proposed transaction is scheduled to be held on January 31, 2024

January 31, 2024: Consolidated Communications (CNSL) announced that, based on the preliminary vote count, approximately 75% of shareholders voted to approve the proposed acquisition of the company by affiliates of Searchlight Capital Partners and British Columbia Investment Management Corporation.

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 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.

January 18, 2024: Cerevel Therapeutics (CERE) and  AbbVie (ABBV) following discussions with the FTC, voluntarily withdrew the initial HSR Act notification and refiled a new HSR Act notification.  The waiting period under the HSR Act is set to expire on February 16, 2024.

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 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.

January 24, 2024: ImmunoGen and AbbVie filed a notification with respect to the merger with the German Federal Cartel Office (the “FCO”) on January 11, 2024.

January 29, 2024: The German Federal Cartel Office approved the merger of ImmunoGen (IMGN) and AbbVie (ABBV).

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 second quarter of 2024 for a closing value of $7.3 billion. Under the terms of the agreement, NuStar common unitholders will receive 0.400 Sunoco common units for each NuStar common unit.

Investor Presentation

NuStar Energy Investor Relations

Sunoco Investor Relations

Merger Agreement

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.

February 2, 2024: The planned $3.1 billion (£2.43bn) acquisition of Olink Holding OLK) by Thermo Fisher Scientific (TMO) is being investigated by the UK’s Competition and Markets Authority.

The CMA is asking for comments on the proposed deal, which was announced in October 2023, ahead of it deciding whether to launch a formal investigation.

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 $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.

January 17, 2024: Genetron Holdings (GTH) announced that it has called an extraordinary general meeting of shareholders to be held at on February 21, 2024.

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 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 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 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

Update(s):

January 25, 2024: Old National (ONB) and CapStar (CSTR) need to obtain consents including approvals from the Federal Reserve Board and the OCC.

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 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.

January 26, 2024: Glass, Lewis & Co. recommended shareholders of Beijing-based Hollysys Automation Technologies (HOLI) to vote against a $1.66 billion takeover proposal by private equity firm Ascendent Capital Partners.

January 27, 2024: Institutional Shareholder Services advised shareholders in Hollysys Automation Technologies (HOLI) to reject a $1.66 billion takeover proposal from private equity firm Ascendent Capital Partners.

January 29, 2024: Dazheng Group disclosed raised its offer for Hollysys from $29 to $29.50. Hollysys (HOLI) confirmed in a statement late Monday that it rejected Dazheng Group’s improved offer.

January 30, 2024: Hollysys Automation Technologies issued a letter to shareholders reiterating its support for the proposed acquisition by Ascendent Capital Partners at the upcoming extraordinary general meeting to be held on February 8, 2024. In the letter, the company addressed in detail its engagement with Dazheng and outlined why they believe Dazheng’s failure to demonstrate financing certainty presents material risks that outweigh the potentially higher price it has offered.

An offer at a higher price that is not accompanied by credible financing is not a superior offer.

Supplement to Proxy Statement, dated January 31, 2024

Letter to Shareholders, dated January 31, 2024

February 3, 2024: Dazheng Group reaffirms commitment to acquire Hollysys (HOLI) at $29.50 per share.

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

Termination Fee

Karuna Therapeutics to Bristol-Myers Squibb Company: $490 million

Karuna Therapeutics Investor Relations

Bristol-Myers Squibb Company Investor Relations

Update(s)

January 22, 2024: Karuna Therapeutics (KRTX) and Bristol-Myers Squibb Company (BMY) filed notifications with the Antitrust Division and the FTC on January 9, 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 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 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 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 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 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, 2024: 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.

January 16, 2024: Sequans Communications S.A. (SQNS) announced that the special meeting of stockholders will be on February 12, 2024.

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

February 2, 2024: Renesas has extended the expiration date of its tender offer for proposed acquisition of Sequans (SQNS) from February 5, 2024 to February 20, 2024.

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 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 $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

Update(s)

January 29, 2024: Harpoon Therapeutics (HARP) and Merck & Co. (MRK) filed their respective HSR Act notifications on January 22, 2024. The waiting period under the HSR Act is set to expire on February 21, 2024.

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 third quarter of 2024 in an all stock merger of equals valued at $233.6 million.

Under the terms of the definitive agreement, each outstanding share of California BanCorp common stock will be exchanged for the right to receive 1.590 shares of Southern California Bancorp common stock.

As a result of the transaction, Southern California Bancorp shareholders will own approximately 57.1% of the outstanding shares of the combined company and California BanCorp shareholders will own approximately 42.9% of the outstanding shares of the combined company.

California BanCorp Investor Relations

Southern California Bancorp Investor Relations

Merger Agreement

Termination Fee: $9.3 million

Outside Date: January 30, 2025

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 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 half of 2024, for a closing value of approximately $1.8 billion. Under the terms of the agreement, Kaman shareholders will receive $46.00 per share in cash.

Kaman Corporation Investor Relations

Merger Agreement

Termination Fee:

Kaman to Arcline Investment: $48.18 million

Arcline Investment to Kaman: $92.35 million

Outside Date: October 19, 2024

Expected to close in the second quarter of 2024, for a closing equity value of approximately $3.5 billion. Under the terms of the agreement, Tricon Residential shareholders will receive $11.25 per share in cash (approximately C$15.17).

Merger Agreement

Tricon Residential Investor Relations

Termination Fee:

Tricon to Blackstone: $61.25 million before March 3, 2024. $122.75 million after that date.

Blackstone to Tricon: $526 million

Update(s)

January 30, 2024: Tricon International (TCN) announced that the special meeting of shareholders will be held on March 28, 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 by mid-year 2024 for a closing value of approximately $3.1 billion or $42.00 per share in cash.

PGT Innovations Investor Relations

Merger Agreement

Termination Fee:

PGT Innovations to MITER Brands: $86 million

MITER Brands to PGT Innovations: $184 million

Outside Date: July 16, 2025

Update(s):

February 2, 2024:  PGT Innovations (PGTI) by MITER Brands filed a Premerger Notification and Report Form under the HSR Act with the DOJ and the FTC on January 23, 2024. The required waiting period will expire on February 22, 2024.

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.

Merger Agreement

Termination Fee: $12.45 million

Outside Date: September 21, 2024 with potential extension to December 20, 2024

Daseke Investor Relations

TFI International Investor Relations

Update(s)

January 22, 2024: Daseke (DSKE) and TFI International (TFII) made the filings required under the HSR Act on January 9, 2024. The companies also made a filing to the Commissioner of the Competition Act (Canada) requesting an ARC (advance ruling certificate) or a Part IX waiver (a waiver from the obligation to submit a notification)  on January 18, 2024. Filing to the Minister of Transport was also made on January 18, 2024, for approval under the Canada Transportation Act (the CT Act).

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 $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

Update(s)

January 16, 2024: Cambridge Bancorp (CATC) announced that the special meeting of stockholders will be on February 28, 2024. Completion of the merger with Eastern Bankshares (EBC) is subject to regulatory approvals from the Federal Reserve Board, the Federal Deposit Insurance Corporation (FDIC), the Massachusetts Commissioner of Banks, the Massachusetts Board of Bank Incorporation, and the New Hampshire Banking Department.

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 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.

Update(s)

January 29, 2024: Alteryx (AYX) by Clearlake Capital filed the requisite notification forms under the HSR Act with the FTC and the DOJ on December 29, 2023. The waiting period under the HSR Act expired on January 29, 2024. The companies also filed a draft Short Form CO notification to the European Commission on January 15, 2024.

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.

January 30, 2024: WaFd (WAFD), the parent of Washington Federal Bank and Luther Burbank Corporation (LBC) announced that they received the required regulatory approvals from the FDIC, the Washington State Department of Financial Institutions and the Board of Governors of the Federal Reserve System.

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 first quarter of 2024 for a negative closing value of -$33.40 million. Under the terms of the agreement, eMed, through its wholly owned subsidiary, will commence a tender offer to acquire all outstanding shares of Science 37 common stock for $5.75 in cash per share, representing a premium of approximately 21.3% over Science 37’s closing share price on the 26th of January, 2024, the last full trading day prior to the transaction announcement.

Science 37 Holdings Investor Relations

Merger Agreement

Termination Fee: $1.4 million

Outside Date: May 31, 2024

Expected to be completed in the second quarter of 2024, for a closing value $1.86 billion or $9.55 per share in an all-cash transaction. Under the terms of the merger agreement, RBI will acquire all of Carrols issued and outstanding shares that are not already held by RBI or its affiliates for $9.55 per share in an all-cash transaction.

Merger Agreement

Termination Fee

Carrols Restaurant Group to Restaurant Brands International: $19 million

Outside Date: November 30, 2024

Carrols Restaurant Group Investor Relations

Restaurant Brands International 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 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

Update(s):

January 24, 2024: FNCB: FNCB Bancorp (FNCB) and Peoples Financial Services (PFIS) file their definitive proxy statement and schedule shareholder vote on March 22, 2024.

Expected to close in the first half of 2024 for a closing value of $257.34 million or $43 per share in cash.

Taro Pharmaceutical Industries Investor Relations

Merger Agreement

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

Update(s)

January 29, 2024: Ambrx Biopharma (AMAM) announced that the special meeting of shareholders will be held on March 6, 2024. Ambrx and Johnson & Johnson (JNJ) filed a notification and report form under the HSR Act with the DOJ and the FTC on January 22, 2024. The required waiting period under the HSR Act for the Merger will expire on February 21, 2024.

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.

January 17, 2024: Textainer Group Holdings Limited (TGH) announced that the special meeting of shareholders will be held on February 22, 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

Update(s):

February 1, 2024: On January 23, 2024, APA (APA) and Callon (CPE) each filed a notification and report form under the HSR Act with the DOJ and the FTC.

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

Update(s):

January 25, 2024: Bristol-Myers Squibb (BMY) and RayzeBio (RYZB) intend to file on January 25, 2024, a premerger notificationand report form under the HSR Act with the Antitrust Division and the FTC. The initial expiration date of the tender offer is February 22, 2024.

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.

January 16, 2024: Rover Group (ROVR) announced that the waiting period under the HSR Act, expired in connection with the previously announced proposed merger with Blackstone.

January 22, 2024: Rover Group (ROVR) announced that the special meeting of shareholders will be held on February 22, 2024.

Expected to close in the first half of 2024 for a closing value of $4.83 billion or $63 per share in cash.

M.D.C. Holdings Investor Relations

Merger Agreement

Termination Fee: $147.42 million

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 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 $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.

January 19, 2024: Icosavax (ICVX) and AstraZeneca (AZN) withdrew its filing for HSR approval and refiled a new HSR Act notification.  The waiting period under the HSR Act is set to expire on February 16, 2024.

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.

January 18, 2024: Gracell Biotechnologies Inc. (GRCL) and AstraZeneca (AZN) made the filings required under the HSR Act on January 10, 2024.

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 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

Update(s)

January 16, 2024: Eargo, Inc. (EAR) announced that the special meeting of shareholders will be held on February 13, 2024.

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 second quarter of 2024 for a closing value of $3.8 billion. McGrath shareholders will receive for each of their shares either $123.00 in cash or 2.8211 shares of WillScot Mobile Mini common stock, as determined pursuant to the election and allocation procedures in the merger agreement under which 60% of McGrath’s outstanding shares will be converted into the cash consideration and 40% of McGrath’s outstanding shares will be converted into the stock consideration.

Merger Agreement

Termination Fee:

McGrath RentCorp to WilScot Mobile Mini: $120 million

WilScot Mobile Mini to McGrath RentCorp: $180 million

Outside Date: October 31, 2024

McGrath RentCorp Investor Relations

WillScot Mobile Mini Holdings 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.

January 23, 2024: On January 22, 2024,  Six Flags (SIX) and Cedar Fair (FUN) each received a request for additional information and documentary materials (Second Request) from the Department of Justice in connection with the DOJ’s review of the Mergers.

January 31, 2024:

Six Flags (SIX) announced that the special meeting of shareholders will be held on March 12, 2024.

Expected to close in the second quarter of 2024 for a closing value of approximately $2.2 billion. Under the terms of the agreement, Inhibrx shareholders will receive $30 per share in cash, a contingent value right (CVR) worth up to $5 per share and 0.25 shares of a newly created entity called New Inhibrx per share. New Inhibrx will be capitalized with $200 million of cash at distribution. Sanofi will retain an 8% stake in New Inhibrx.

Merger Agreement

Termination Fee: $54.5 million

Outside Date: September 22, 2024

Inhibrx Investor Relations

Sanofi Investor Relations