Stock Market Investment Ideas

Merger Arbitrage Mondays – September 10, 2012

Merger Arbitrage Mondays – September 10, 2012

Merger activity decreased last week with two new deals announced and two closing.

You can find all the active deals listed below in our Merger Arbitrage Tool that automatically updates itself during market hours.

Deal Statistics:

Total Number of Deals Closed in 2012 124
Total Number of Deals Not Completed in 2012 1
Total Number of Pending Deals
Cash Deals 45
Stock Deals 13
Stock & Cash Deals 8
Total Number of Pending Deals 66
Total Deal Size $482.67 billion

New Deals:

  1. The acquisition of Medicis Pharmaceutical (MRX) by Valeant Pharmaceuticals International (VRX) for $2.6 billion or $44 per share in cash.
  2. The acquisition of American Realty Capital Trust (ARCT) by Realty Income (O) in an all stock transaction. Under the deal, Realty Income will pay out 0.2874 of its shares for every American Realty share.

Closed Deals:

  1. The acquisition of Allos Therapeutics (ALTH) by Spectrum Pharmaceuticals (SPPI) on September 5, 2012.
  2. The acquisition of Interline Brands (IBI) by GS Capital Partners LP and P2 Capital Partners on September 7, 2012.

Top 10 deals with largest spreads:

Symbol Announced

Date

Acquiring

Company

Closing

Price

Last

Price

Closing

Date

Profit Annualized

Profit

PLXT 04/30/2012 Integrated Device Technology, Inc. (IDTI) $6.49 $5.89 10/04/2012 10.23% 155.57%
ABVA 05/03/2012 Washington First Bankshares (WFBI) $4.88 $4.50 12/31/2012 8.41% 27.41%
SHAW 07/30/2012 Chicago Bridge & Iron Company (CBI) $46.12 $42.94 03/31/2013 7.40% 13.36%
NXY 07/23/2012 CNOOC Ltd. (CEO) $27.50 $25.65 12/31/2012 7.21% 23.50%
VQ 01/16/2012 Denver Parent Corporation (N/A) $12.50 $11.73 09/14/2012 6.56% 599.00%
YTEC 08/13/2012 New Sihitech Limited (N/A) $3.90 $3.67 12/31/2012 6.27% 20.42%
CFFC 08/02/2012 City Holding Company (CHCO) $6.25 $5.93 03/31/2013 5.33% 9.63%
FSIN 06/28/2012 Chairman and Co-Chief Executive Officer, Mr. Li Fu, and Abax Global Capital (Hong Kong) Limited (N/A) $9.50 $9.04 12/31/2012 5.09% 16.58%
WWIN 07/24/2012 Winner Holding Limited (N/A) $4.50 $4.30 03/31/2013 4.65% 8.40%
GU 06/04/2012 Trillion Energy Holdings Limited And Trillion Energy Investments Holdings Limited (N/A) $1.62 $1.55 09/30/2012 4.52% 82.42%

List of all pending deals:

Symbol Announced

Date

Acquiring

Company

Deal

Type

Closing

Value

Closing

Price

Last

Price

Volume Closing

Date

Profit Annu.

Profit

PLXT 04/30/2012 Integrated Device Technology, Inc. (IDTI) Cash Plus Stock $330 million $6.49 $5.89 119,124 10/04/2012 10.23% 155.57%
Details of PLX Technology Inc.

Expected to close in the second calendar quarter of 2012 for a closing value of $330 million in a cash plus stock deal. Upon completion of the merger, shareholders of PLX Technology will receive $3.50 in cash and 0.525 shares of IDT common stock for each PLX common share outstanding.

Update(s)

June 19, 2012: The exchange offer is being extended as the applicable waiting period pursuant to the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR Act) has not yet expired or been terminated, and the exchange offer is now set to expire at the end of the day on July 12, 2012, at 12:00 midnight, New York City time, unless further extended.

July 11, 2012: Integrated Device Technology said that it is extending the expiration date of its exchange offer for all outstanding shares of common stock of PLX Technology to August 9, 2012.

August 9, 2012: Integrated Device Technology extended the expiration date of its exchange offer for all outstanding shares of common stock of PLX Technology to September 6, 2012.

ABVA 05/03/2012 Washington First Bankshares (WFBI) All Stock $24.4 million $4.88 $4.50 2,300 12/31/2012 8.41% 27.41%
Details of Alliance Bankshares Corporation

Expected to close in the fourth quarter of 2012 for a closing value of $24.4 million in an all stock deal. Under the terms of the agreement, shareholders of Alliance Bankshares Corporation will receive, at their election, either 0.4435 shares of WFBI common stock or cash in the amount of $5.30 for each share of Alliance common stock owned, provided that no more than 20% of the Alliance common shares may elect to receive cash.

SHAW 07/30/2012 Chicago Bridge & Iron Company (CBI) Cash Plus Stock $3 billion $46.12 $42.94 1,301,869 03/31/2013 7.40% 13.36%
Details of Shaw Group Inc.

Expected to close in the first calender quarter of 2013 for a closing value of $3 billion in a cash plus stock deal. Under the terms of the agreement, Shaw’s shareholders will receive $41.00 in cash and $5.00 in CB&I equity (0.12883 shares based on an agreed upon recent average stock price of $38.81 per share) for each share of Shaw stock at closing.

NXY 07/23/2012 CNOOC Ltd. (CEO) All Cash $15.1 billion $27.50 $25.65 13,301,085 12/31/2012 7.21% 23.50%
Details of Nexen Inc.

Expected to close in the fourth quarter of 2012 for a closing value of $15.1 billion. Upon completion of the merger, shareholders of Nexen will receive $27.50 per share in cash.

VQ 01/16/2012 Denver Parent Corporation (N/A) All Cash $1.5 billion $12.50 $11.73 1,432,127 09/14/2012 6.56% 599.00%
Details of Venoco

Venoco (VQ) agrees to a going private transaction where its CEO, who owns 50.3% of its common stock, bid $1.5 billion or $12.50/share in an all cash transaction.

Update(s)

June 12, 2012: Venoco extends financing date in go-private agreement to July 20, 2012

July 20, 2012: Venoco extends financing date in go-private agreement to August 31, 2012

August 16, 2012: Venoco’s CEO is said to be in advanced talks to obtain funding for the deal to take the company private. Venoco expects the deal to close before the September 14 deadline.

YTEC 08/13/2012 New Sihitech Limited (N/A) All Cash $79.5 million $3.90 $3.67 13,016 12/31/2012 6.27% 20.42%
Details of Yucheng Technologies Limited

The acquisition of Yucheng Technologies Limited (YTEC) by New Sihitech Limited in a “going private” transaction for $79.5 million or $3.90 per share in an all cash deal. The deal is expected to close before the end of the fourth quarter of 2012.

CFFC 08/02/2012 City Holding Company (CHCO) All Stock $26.1 million $6.25 $5.93 5,362 03/31/2013 5.33% 9.63%
Details of Community Financial Corp.

Expected to close in the first quarter of 2013 for a closing value of $26.1 million. Under the terms of the agreement, Community shareholders will receive 0.1753 shares of City common stock for each share of Community common stock.

FSIN 06/28/2012 Chairman and Co-Chief Executive Officer, Mr. Li Fu, and Abax Global Capital (Hong Kong) Limited (N/A) All Cash N/A $9.50 $9.04 266,839 12/31/2012 5.09% 16.58%
Details of Fushi Copperweld, Inc.

Expected to close by the end of the year. Upon completion of the merger, shareholders of Fushi Copperweld will receive $9.50 per share in cash.

WWIN 07/24/2012 Winner Holding Limited (N/A) All Cash N/A $4.50 $4.30 17,847 03/31/2013 4.65% 8.40%
Details of Winner Medical Group Inc.

Expected to close before the end of the first fiscal quarter of 2013. Upon completion of the merger, shareholders of Winner Medical Group will receive $4.50 per share in cash.

GU 06/04/2012 Trillion Energy Holdings Limited And Trillion Energy Investments Holdings Limited (N/A) All Cash N/A $1.62 $1.55 113,532 09/30/2012 4.52% 82.42%
Details of Gushan Environmental Energy Limited

Expected to close before the end of the third quarter of 2012. Upon completion of the merger, shareholders of Gushan Environmental Energy Limited will receive US$0.162 (orUS$1.62 per ADS) in cash without interest, except for the ordinary shares (including ordinary shares represented by ADSs).

VRTA 05/31/2012 Vestin Realty Mortgage II, Inc. (VRTB) All Stock N/A $1.19 $1.15 12,800 12/31/2012 3.39% 11.05%
Details of Vestin Realty Mortgage I, Inc

Expected to close in the fourth quarter of 2012 in an all stock deal. Under the terms of the agreement, stockholders of VTRA (other than VRTB) will receive a fixed ratio of 0.82 share of VRTB common stock for each share of VRTA common stock they own.

CTFO 06/08/2012 TransCloud Company Limited (N/A) All Cash $146.6 million $5.80 $5.61 27,428 09/30/2012 3.39% 61.81%
Details of China TransInfo Technology Corp.

Expected to close in the third quarter of 2012 for a closing value of $146.6 million. Upon completion of the merger, shareholders of China TransInfo Technology will receive $5.80 per share in cash.

SAVB 08/08/2012 SCBT Financial Corporation (SCBT) All Stock $67.1 million $10.28 $9.97 1,375 12/31/2012 3.16% 10.29%
Details of The Savannah Bancorp, Inc.

Expected to close in the fourth quarter of 2012 for a closing value of $67.1 million in an all stock deal. Under the terms of the agreement, shareholders of The Savannah Bancorp, Inc. will receive 0.2503 shares of SCBT common stock for each share of SAVB common stock.

FSBI 07/19/2012 WesBanco Inc. (WSBC) Cash Plus Stock $70.8 million $21.75 $21.13 44,025 03/31/2013 2.95% 5.33%
Details of Fidelity Bancorp Inc.

Expected to close in the fourth quarter of 2012 or first quater of 2013 for a closing value of $70.8 million in a cash plus stock deal. Upon completeion of the merger, shareholders of Fidelity Bancorp will receive 0.8275 shares of WesBanco common stock and cash in the amount of $4.50 per share for each share of Fidelity common stock.

BFED 05/31/2012 Berkshire Hills Bancorp Inc. (BHLB) All Stock $132 million $21.15 $20.61 18,016 12/31/2012 2.62% 8.55%
Details of Beacon Federal Bancorp, Inc.

Expected to close in the fourth quarter of 2012 for a closing value of $132 million in an all stock deal. Under the terms of the merger agreement, 50% of the outstanding Beacon shares will be exchanged for Berkshire shares at a fixed exchange ratio of 0.92 shares for each Beacon share, while the remaining 50% of Beacon shares will be exchanged for cash in the amount of $20.50 per share. To take a more conservative approach, we have entered this deal as an all stock deal.

CSBC 05/14/2012 Park Sterling Corporation (PSTB) All Stock $77.8 million $7.38 $7.21 84,152 12/31/2012 2.42% 7.90%
Details of Citizens South Banking Corp.

Expected to close in the fourth quarter of 2012 for a closing value of $77.8 million. Upon completion of the merger, shareholders of Citizens South Banking Corporation will have the right to receive either $7.00 in cash or 1.4799 Park Sterling shares for each Citizens South share they hold, subject to the limitation that the total consideration will consist of 30.0% in cash and 70.0% in Park Sterling shares.

NEBS 05/31/2012 United Financial Bancorp, Inc. (UBNK) All Stock $91.0 million $13.82 $13.50 14,800 12/31/2012 2.35% 7.65%
Details of New England Bancshares, Inc.

Expected to close by the end of the year for a closing value of $91 million in an all stock deal, where shareholders of New England Bancshares will receive 0.9575 of a share of United Financial Bancorp common stock.

PRST 08/23/2012 MAI Holdings, Inc., an entity affiliated with American Industrial Partners Capital Fund IV, L.P. (N/A) All Cash N/A $0.50 $0.489 755,066 12/31/2012 2.25% 7.33%
Details of Presstek Inc.

Expected to close in the fourth quarter of 2012. Upon completion of the merger, shareholders of Presstek will receive $0.50 per share in cash.

GEN 07/23/2012 NRG Energy, Inc. (NRG) All Stock $1.7 billion $2.65 $2.60 14,120,111 03/31/2013 1.86% 3.37%
Details of GenOn Energy, Inc.

Expected to close in the first quarter of 2013 for a closing value of $1.7 billion in an all stock deal. Upon completion of the merger, shareholders of GenOn Energy will receive 0.1216 of a share of NRG common stock in exchange for each GenOn share of common stock.

CVH 08/20/2012 Aetna Inc. (AET) Cash Plus Stock $7.3 billion $42.45 $41.68 2,225,135 06/30/2013 1.85% 2.31%
Details of Coventry Health Care Inc.

Expexted to close in mid 2013 for a closing vaue of $7.3 billion in a cash plus stock deal. Under the terms of the agreement, Coventry stockholders will receive $27.30 in cash and 0.3885 Aetna common shares for each Coventry share.

common shares for each Coventry share
WLBC 08/17/2012 Western Alliance Bancorporation (WAL) All Cash $55 million $4.02 $3.95 406,789 12/31/2012 1.77% 5.78%
Details of Western Liberty Bancorp

Expected to close in the fourth quarter of 2012 for a closing value of $55 million. Upon completion of the merger, shareholders of Western Liberty Bancorp will receive either $4.02 in cash or 0.4341 of a share of Western Alliance Bancorporation for each Western Liberty share owned.

GEOY 07/23/2012 DigitalGlobe, Inc. (DGI) Cash Plus Stock $900 million $28.06 $27.59 193,716 03/31/2013 1.69% 3.06%
Details of GeoEye, Inc.

Expected to close in the fourth quarter of 2012 or the first quarter of 2013 for a closing value of $900 million. Under the terms of the agreement, shareholders of GEOY can choose to receive either $20.27 in cash, 1.425 shares of DigitalGlobe Inc. stock, or a combination of 1.137 shares of stock and $4.10 per share in cash, for each of their GeoEye shares. We have opted to treat this as a stock plus cash deal because the aggregate consideration mix will reflect 1.137 shares of DGI and $4.10 per share in cash.

SRZ 08/22/2012 Health Care REIT, Inc. (HCN) All Cash $845 million $14.50 $14.29 3,830,196 06/30/2013 1.47% 1.83%
Details of Sunrise Senior Living Inc.

Expected to clse in the first half of 2013 for a closing value of $845 million. Upon completion of the merger, shareholders of Sunrise Senior Living will receive $14.50 per share in cash.

BIDZ 05/17/2012 Glendon Group, Inc. (N/A) All Cash N/A $0.78 $0.770 17,795 12/31/2012 1.30% 4.23%
Details of BIDZ.com, Inc.

Expected to close in the fourth quarter of 2012. Upon completion of the merger, shareholders of BIDZ.com will receive $0.78 per share in cash.

PSOF 05/17/2012 Timesway Group Limited (N/A) All Cash N/A $4.15 $4.10 15,360 09/30/2012 1.22% 22.26%
Details of Pansoft Company Limited

Expected to close in the third quarter of 2012. Upon completion of the merger, shareholders of Pansoft Company Limited will receive $4.15 per share in cash.

SBX 08/28/2012 Enstar Group Limited (ESGR) All Cash $249 million $11.11 $10.98 317,704 03/31/2013 1.18% 2.14%
Details of SeaBright Holdings, Inc.

Expected to close in the first quarter of 2013 for a closing value of $249 million. Upon completion of the merger, shareholders of SeaBright Holdings will receive $11.11 per share in cash.

MRX 09/03/2012 Valeant Pharmaceuticals International, Inc. (VRX) All Cash $2.6 billion $44.00 $43.51 4,407,191 06/30/2013 1.13% 1.40%
Details of Medicis Pharmaceutical Corp.

Expected to close in the first half of 2013 for a closing value of $2.6 billion. Upon completion of the merger, shareholders of Medicis Pharmaceutical will receive $44.00 per share in cash.

AGP 07/09/2012 WellPoint Inc. (WLP) All Cash $4.9 billion $92.00 $91.04 854,144 03/31/2013 1.05% 1.91%
Details of AMERIGROUP Corporation

Expected to close in the first quarter of 2013 for a closing value of $4.9 billion. Upon completion of the merger, shareholders of Amerigroup Croporation will receive $92.00 per share in cash.

BTFG 05/29/2012 Trustmark Corporation (TRMK) All Stock $55.4 million $3.08 $3.05 19,509 12/31/2012 1.02% 3.34%
Details of BancTrust Financial Group, Inc.

Expected to close in the fourth quarter of 2012 for a closing value of $55.4 million in an all stock deal. Upon completion of the merger, shareholders of BancTrust Financial Group will receive 0.125 shares of Trustmark common stock for each share of BancTrust common stock in a tax-free exchange.

INCB 01/25/2012 Old National Bancorp Capital (ONB) All Stock $79.2 million $25.99 $25.73 4,247 09/30/2012 1.02% 18.58%
Details of Indiana Community Bancorp

Expected to close in the second quarter of 2012 for a closing value of $79.2 million in an all stock deal, where Indiana Community Bancorp shareholders will receive 1.90 shares of Old National Bancorp common stock for each share of Indiana Community Bancorp common stock held by them.

Update(s)

June 20, 2012: The transaction is expected to close in the third quarter of 2012, subject to approval by federal and state regulatory authorities and the Company’s shareholders and the satisfaction of the closing conditions provided in the merger agreement.

HCBK 08/27/2012 M&T Bank Corporation (MTB) All Stock $3.7 billion $7.62 $7.55 9,905,455 03/31/2013 0.99% 1.79%
Details of Hudson City Bancorp, Inc.

Expected to close in the first quarter of 2013 for a closing value of $3.7 billion in an all stock deal. Under the terms of the agreement, shareholders of Hudson City Bancorp will receive consideration valued at 0.08403 of an M&T share in the form of either M&T stock or cash.

CBE 05/21/2012 Eaton Corporation (ETN) Cash Plus Stock $11.46 billion $75.90 $75.23 1,423,232 12/31/2012 0.89% 2.89%
Details of Cooper Industries plc

Expected to close in the second half of 2012 for a closing value of $11.46 billion in a cash plus stock deal. Upon completion of the merger, shareholders of Cooper Industries will receive $39.15 in cash and 0.77479 shares of the newly created company.

NEI 06/19/2012 UNICOM Systems (N/A) All Cash $63.2 million $1.45 $1.44 180,414 09/30/2012 0.69% 12.67%
Details of Network Engines, Inc.

Expected to close in NEI’s fiscal 2012 fourth quarter, the period ending September 30, 2012 for a closing value of $63.2 million. Upon completion of the merger, shareholders of Network Engines will receive $1.45 per share in cash.

ARBA 05/22/2012 SAP AG (SAP) All Cash $4.3 billion $45.00 $44.70 435,588 12/31/2012 0.67% 2.19%
Details of Ariba Inc.

Expected to close in the third quarter of 2012 for a closing value of $4.3 billion. Upon completion of the merger, shareholders of Ariba will receive $45.00 per share in cash.

Update: Based on a second request for information received from the Department of Justice, Ariba and SAP now expect the merger to close in the fourth quarter of 2012. We have updated the closing date to 12/31/2012.

RBN 08/09/2012 National Oilwell Varco, Inc. (NOV) All Cash $2.5 billion $60.00 $59.63 664,089 12/31/2012 0.62% 2.02%
Details of Robbins & Myers Inc.

Expected to close in the fourth quarter of calendar 2012 for a closing value of $2.5 billion. Upon completion of the merger, shareholders of Robbins & Myers will receive $60.00 per share in cash.

SUNH 06/20/2012 Genesis HealthCare (N/A) All Cash $275 million $8.50 $8.45 485,173 09/30/2012 0.59% 10.80%
Details of Sun Healthcare Group, Inc.

Expected to close in the fall for a closing value of $275 million. Upon completion of the merger, shareholders of Sun Healthcare Group will receive $8.50 per share in cash.

CELL 07/02/2012 Ingram Micro Inc. (IM) All Cash $840 million $9.00 $8.95 1,670,232 12/31/2012 0.56% 1.82%
Details of Brightpoint Inc.

Expected to close before the end of the year for a closing value of $840 million. Upon completion of the merger, shareholders of Brightpoint will receive $9.00 per share in cash.

DTG 08/27/2012 Hertz Global Holdings, Inc. (HTZ) All Cash $2.3 billion $87.50 $87.03 1,132,951 03/31/2013 0.54% 0.98%
Details of Dollar Thrifty Automotive Group Inc.

Expected to close in the first quarter of 2013 for a closing value of $2.3 billion. Upon completion of the merger, shareholders of Dollar Thrifty Automotive Group will receive $87.50 per share in cash.

FSII 08/13/2012 Tokyo Electron (N/A) All Cash $252.5 million $6.20 $6.17 926,204 12/31/2012 0.49% 1.58%
Details of FSI International

The acquisition of FSI International (FSII) by Tokyo Electron for $252.5 million or $6.20 per share in an all
cash deal. The deal is expected to close by the end of 2012.

SUN 04/30/2012 Energy Transfer Partners, L.P. (ETP) Cash Plus Stock $5.3 billion $47.99 $47.79 1,521,117 12/31/2012 0.42% 1.36%
Details of Sunoco, Inc.

Expected to close in the third or fouth quarter of 2012 for a closing value of $5.3 billion in a cash plus stock deal. Under the terms of the transaction, shareholders of Sunoco can either receive $50 in cash, 1.0490 ETP common unit or a combination of $25 in cash and 0.5245 ETP common units for each Sunoco share.

PSS 05/01/2012 a consortium comprised of Wolverine Worldwide, Blum Capital Partners and Golden Gate Capital (WWW) All Cash $2 billion $21.75 $21.66 976,001 10/31/2012 0.42% 2.97%
Details of Collective Brands, Inc.

Expected to close late in the third quarter or early in the fourth quarter of 2012 for a closing value of $2 billion. Upon completion of the merger, shareholders of Collective Brands will receive $21.75 per share in cash.

KCP 06/06/2012 Kenneth D. Cole, Chairman and Chief Creative Officer of the Company (N/A) All Cash $245 million $15.25 $15.19 80,828 09/30/2012 0.39% 7.21%
Details of Kenneth Cole Productions Inc.

Expected to close in the third quarter of 2012 for a closing value of $245 million. Upon completion of the merger, shareholders of Kenneth Cole Productions will receive $15.25 per share in cash.

PRX 07/16/2012 an affiliate of TPG (N/A) All Cash $1.9 billion $50.00 $49.85 1,116,770 12/31/2012 0.30% 0.98%
Details of Par Pharmaceutical Companies Inc.

Expected to close in 2012 for a closing value of $1.9 billion. Upon completion of the merger, shareholders of Par Pharmaceutical Companies will receive $50.00 per share in cash.

KNXA 08/27/2012 International Business Machines Corporation (IBM) All Cash $1.3 billion $46.00 $45.92 317,457 12/31/2012 0.17% 0.57%
Details of Kenexa Corp.

Expected to close in the fourth quarter of 2012 for a closing value of $1.3 billion. Upon completion of the merger, sharehoders of Kenexa will receive $46.00 per share in cash.

QSFT 07/02/2012 Dell Inc. (DELL) All Cash $2.4 billion $28.00 $27.96 716,540 09/30/2012 0.14% 2.61%
Details of Quest Software

Expected to close in the third quarter for a closing value of $2.4 billion. Upon completion of the merger, shareholders of Quest Software will receive $28.00 per share in cash.

Update(s)

June 19, 2012: Quest Software accepted a $25.75-a-share bid from Insight Venture Partners and agreed to the addition of Vector Capital to the buyout group.

June 25, 2012: Dell offered $2.3 billion for Quest Software, topping a $2.17 billion bid from the group led by New-York based Insight Venture Partners.

July 02, 2012: Dell and Quest Software today announced they have entered into a definitive agreement for Dell to acquire Quest.


INMD 06/11/2012 Sagard Capital Partners, L.P. (N/A) All Cash $169.5 million $14.05 $14.03 39,207 11/15/2012 0.14% 0.79%
Details of Integramed America Inc.

Expected to cloes by mid-November 2012 for a closing value of $169.5 million. Upon completion of the merger, shareholders of IntegraMed America will receive $14.05 per share in cash.

CRED 06/04/2012 Forestar Group Inc. (FOR) All Cash $146 million $14.50 $14.48 12,795 12/31/2012 0.14% 0.45%
Details of Credo Petroleum Corp.

Expected to close in the second half of 2012 for a closing value of $146 million. Upon completion of the merger, shareholders of Credo Petroleum will receive $14.50 per share in cash.

RA 07/23/2012 Genesee & Wyoming Inc. (GWR) All Cash $1.39 billion $27.50 $27.48 78,862 09/30/2012 0.07% 1.33%
Details of RailAmerica, Inc.

Expected to close by the third quarter of 2012 for a closing value of $1.39 billion. Upon completion of the merger, shareholders of RailAmerica will receive $27.5 per share in cash.

PCBC 03/12/2012 UnionBanCal Corp. (N/A) All Cash $1.51 billion $46.00 $46.00 45,803 12/31/2012 0.00% 0.00%
Details of Pacific Capital Bancorp

Expected to close in the fourth quarter of 2012 for a closing value of $1.51 billion. Upon completion of the merger, shareholders of Pacific Capital Bancorp will receive $46.00 per share in cash.

EF 04/16/2012 Lee Equity Partners, LLC (N/A) All Cash $258 million $8.85 $8.85 198,841 09/30/2012 0.00% 0.00%
Details of The Edelman Financial Group, Inc.

Expected to close in the third quarter of 2012 for a closing value of $258 million. Upon completion of the merger, shareholders of The Edelman Financial Group will receive $8.85 per share in cash.

USHS 08/07/2012 The Home Depot (HD) All Cash $93.4 million $12.50 $12.50 94,808 12/31/2012 0.00% 0.00%
Details of US Home Systems

Expected to close by the end of the calendar year 2012 for a closing value of $93.4 million. Upon completion of the merger, shareholders of US Home Systems will receive $12.50 per share in cash.

PEET 07/23/2012 Joh. A. Benckiser (N/A) All Cash $1 billion $73.50 $73.52 248,719 10/31/2012 -0.03% -0.19%
Details of Peet’s Coffee & Tea, Inc.

Expected to close in three months for a closing value of $1 billion. Upon completion of the merger, shareholders of Peet’s Coffee & Tea will receive $73.50 per share in cash.

PLFE 07/13/2012 Athene Annuity (N/A) All Cash $415 million $14.00 $14.01 57,281 12/31/2012 -0.07% -0.23%
Details of Presidential Life Corp.

Expected to close in late 2012 for a closing value of $415 million. Upon completion of the merger, shareholders of Presidential Life will receive $14.00 per share in cash.

PROJ 08/27/2012 Thoma Bravo Buying Software Co. (N/A) All Cash $1.1 billion $13.00 $13.04 275,591 12/31/2012 -0.31% -1.00%
Details of Deltek, Inc

Expected to close in the fourth quarter of 2012 for a closing value of $1.1 billion. Upon completion of the merger, shareholders of Deltek will receive $13.00 per share in cash.

AUTH 07/27/2012 Apple Inc. (AAPL) All Cash $356 million $8.00 $8.03 586,014 12/31/2069 -0.37% -0.01%
Details of AuthenTec, Inc.

Expected to close for a closing value of $356 million. Upon completion of the merger, shareholders of AuthenTec will receive $8.00 per share in cash.

CHG 02/21/2012 Fortis Inc. (N/A) All Cash $1.5 billion $65.00 $65.25 27,206 03/31/2013 -0.38% -0.69%
Details of CH Energy Group, Inc.

Expected to close in the first quarter of 2013 for a closing value of $1.5 billion. Upon completion of the merger, shareholders of CH Energy Group will receive $65.00 per share in cash.

ARCT 09/06/2012 Realty Income Corp. (O) All Stock $2.95 billion $12.29 $12.37 17,834,090 03/31/2013 -0.61% -1.10%
Details of American Realty Capital Trust, Inc.

Expected to close late in the fourth quarter of 2012 or ealry in the first quarter of 2013 for a closing value of approximately $2.95 billion in an all stock transaction. Under the deal, Realty Income will pay out 0.2874 of its shares for every American Realty share.

FSR 08/30/2012 Validus Holdings, Ltd. (VR) Cash Plus Stock $600 million $8.56 $8.61 273,567 12/31/2012 -0.63% -2.05%
Details of Flagstone Reinsurance Holdings SA

Expected to close for a closing value of $600 million in a cash plus stock deal. Under the terms of the agreement, shareholders of Flagstone Reinsurance Holdings will receive $2 in cash and 0.1935 Validus shares for each share they tender in the offering.

CEBK 05/01/2012 Independent Bank Corp. (INDB) All Cash $54.8 million $32.00 $32.24 100 12/31/2012 -0.74% -2.43%
Details of Central Bancorp Inc.

Expected to close in the fourth quarter of 2012 for a closing value of $54.8 million. Upon completion of the merger, shareholders of Central Bancorp will receive $32.00 per share in cash.

According to the press release, “Under the terms of the agreement, 60% of outstanding Central Bancorp., Inc. shares will be exchanged for shares of Independent Bank Corp., at an exchange ratio subject to limited adjustment, and 40% of outstanding Central Bancorp., Inc. shares will be purchased for $32.00 per share in cash.” Since the exchange ratio is subject to adjustment, we are going to treat this as an all cash deal in our arbitrage tool.

BXG 11/14/2011 BFC Financial Corporation (BFCF) All Stock N/A $6.00 $6.28 59,170 09/30/2012 -4.46% -81.37%
Details of Bluegreen Corporation

Expected to close in the first half of 2012 in an all stock deal, where shareholders of Bluegreen Corporation will be entitled to receive eight shares of BFC’s Class A Common Stock for each share of Bluegreen’s Common Stock they hold at the effective time of the merger.

Update(s):

August 30, 2012: BFC Financial Corp. was dealt a setback in its attempt to get listed on a major stock exchange, a requirement for its pending merger with Bluegreen Corp., after the NASDAQ and NYSE cited the Securities and Exchange Commission lawsuit against BFC Chairman and CEO Alan B. Levan.

TPCG 08/27/2012 First Reserve Corporation and SK Capital Partners (N/A) All Cash $850 million $40.00 $42.34 121,625 12/31/2012 -5.53% -18.01%
Details of TPC Group Inc

Expected to close in the fourth quarter of 2012 for a closing value of $850 million. Upon completion of the merger, shareholders of TPC Group will receive $40.00 per share in cash.

TARO 08/13/2012 Sun Pharmaceutical (N/A) All Cash $1.45 billion $39.50 $43.45 32,210 12/31/2012 -9.09% -29.63%
Details of Taro Pharmaceutical

The acquisition of Taro Pharmaceutical Industries (TARO) by Sun Pharmaceutical Industries for $1.45 billion or $39.50 in an all
cash transaction. Sun Pharmaceutical already owns 66% of Taro’s ordinary shares and 100% of the shares of Taro’s founders, giving it 77.5 % of the voting rights in the company.

JAX 06/25/2012 Fidelity National Financial, Inc. (FNF) All Cash $78 million $13.00 $14.54 17,130 12/31/2012 -10.59% -34.52%
Details of J. Alexander’s Corp.

Expected to close in the fourth quarter of 2012 for a closing value of $72 million. Upon completion of the merger, shareholders of J. Alexander’s Corp will receive $12.00 per share in cash. Shareholders of J Alexander’s can elect to receive $12 per share in cash or a combination of $3 in cash and one share of Class A common stock of American Blue Ribbon Holdings Inc (ABRH), Fidelity said in a statement. When issued, the ABRH shares will be listed for trading on Nasdaq.

Update(s)

July 31, 2012: FNF has amended its previously announced merger agreement and has agreed to make an all cash tender offer for all of the shares of J. Alexander’s for $13.00 per share in cash.


FACE 08/13/2012 Swander Pace Capital (N/A) All Cash $65 million $4.25 $4.85 146,302 12/31/2012 -12.37% -40.32%
Details of Physicians Formula Holdings

The acquisition of Physicians Formula Holdings (FACE) by Swander Pace Capital for $65 million or $4.25 per share in cash. The deal
is expected to close later this year.

SCMF 03/27/2012 Capital Bank Financial Corp (N/A) All Cash N/A $2.88 $3.37 68,612 09/30/2012 -14.54% -265.36%
Details of Southern Community Financial Corp.

Expected to close in the second quarter of 2012. Upon completion of the merger, shareholders of Southern Community Financial Corp will receive $2.88 per share in cash.

Update(s)

June 27, 2012: The companies hope to complete the deal in the third quarter.

WAVE 08/02/2012 AT&T, Inc. (T) All Cash $600 million $1.00 $1.24 150,129 12/31/2069 -19.35% -0.34%
Details of Nextwave Wireless Inc.

Subject to customary closing conditions, the deal is expected to close for a closing value of $600 million. Upon completion of the merger, shareholders of NextWave Wireless will receive $1.00 per share in cash.

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