Merger Arbitrage Mondays – April 23, 2012

Expected to close in the second quarter of 2012. Upon completion of the merger, China Advanced Construction Materials Group shareholders will receive $2.65 per share in cash.

Essentially this is a going private transaction with CADC emerging as the surviving entity.

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.

Expected to close in the second quarter of 2012 for a closing value of $25.4 million in a cash plus stock deal, where shareholders of CommerceFirst Bancorp will receive 0.8043 Sandy Spring shares for each CommerceFirst share and the cash consideration will be $13.60 per share.

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.

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.

Expected to close in the third quarter of 2012 for a closing value of approximately $1 billion. Upon completion of the merger, ADR holders of Tudou Holdings will receive 1.595 ADRs of YOKU.

Expected to close early in the second quarter of 2012 for a closing value of $30 million in an all stock deal. Upon completion of the merger, The Connecticut Bank and Trust Company shareholders will receive either $8.25 per share in cash, or 0.3810 shares of Berkshire Hills Bancorp per share held.

Under the terms of the merger agreement, 70% of the outstanding CBT shares will be exchanged for Berkshire shares at a fixed exchange ratio of 0.3810 Berkshire shares for each share of CBT. The remaining 30% of CBT shares will be exchanged for cash in the amount of $8.25 per share.

Expected to close in July 2012. Progress Energy’s shareholders will receive 2.6125 shares of common stock of Duke Energy in exchange for each share of Progress Energy common stock. Based on Duke Energy’s closing share price on Jan. 7, 2011, Progress Energy shareholders would receive a value of $46.48 per share, or $13.7 billion in total equity value.

Expected to close in the third quarter of 2012 for a closing value of 86 million in an all stock deal, where VIST shareholders will receive 0.3127 shares of Tompkins Financial common stock for each share of VIST common stock held.

The exchange ratio is subject to adjustment based on the average of the closing prices of Tompkins Financial common stock for the 20 business days ending three business days prior to the VIST shareholder meeting called to consider the merger agreement (the “Average Closing Price”). If the Average Closing Price is more than $43.98, the Exchange Ratio shall be 0.2842; and if the Average Closing Price is less than $35.98, the Exchange Ratio shall be 0.3475.

Completion of this transaction is expected to take between six to nine months. On the completion of merger TAM shareholders will receive 0.90 shares in LAN for each TAM share they hold. Shares of LAN Airlines SA of Chile and Brazilian carrier TAM SA fell sharply Monday, January 31, 2011, as investors reacted to the Chilean antitrust court’s move late Friday to suspend their proposed merger.

Update March 18, 2011: Chile’s LAN Airlines (LFL) said a regulatory investigation into complaints about the merger could take between 6 to 9 months and the merger will most likely not complete before the fourth quarter. We have updated the closing date to 12/31/2011.

December 12, 2011: The merger between Chilean airline LAN LAN.SN and Brazilian counterpart TAM is expected to close in the first quarter of 2012.

Expected to close in early 2012 for a closing value of $21 billion in a cash plus stock deal. Upon completion of the merger, shareholders of El Paso Corporation will receive $26.87 per share, which consists of $14.65 in cash, 0.4187 Kinder Morgan shares — valued at $11.26 per EP share — and 0.640 Kinder Morgan warrants — valued at $0.96 per EP share — based on Kinder Morgan’s closing price on Friday, October 14, 2012.

Expected to close by the second quarter of 2012 for a closing value of $12.5 billion. Upon completion of the merger, shareholders of Motorola Mobility Holdings will receive $40.00 per share in cash.

Expected to close in the third calendar quarter of 2012 for a closing value of $19.6 million. Upon completion of the merger, shareholders of RF Monolithics will receive $1.78 per share in cash.

Blackbaud (BLKB) has agreed to pay a 49% premium to acquire Convio (CNVO) in an all cash deal valued at $275 million or $16/share. The transaction is expected to close by the end of the first quarter of 2012.

Update(s)

April 18, 2012: Blackbaud (BLKB) extended its offer to acquire Convio (CNVO) to May 2, 2012.

Expected to close in the second quarter of 2012 in an all stock deal for $177 million, where shareholders of Opnext will receive 0.42 shares of Oclaro common stock for every share of Opnext common stock they own.

Expected to close in the second half of 2012 for a closing value of $4.4 billion in a cash plus stock deal. Upon completion of the merger, shareholders of Catalyst Health Solutions will receive $28.00 in cash and 0.6606 shares of SXC stock for each Catalyst share.

Expected to close for a closing value of $340.9 million. Upon completion of the merger, shareholders of SureWest Communications will receive $23.00 per share in cash or shares of Consolidated common stock having an equivalent value based on average trading prices for the 20-day period ending two days before the closing of the acquisition, subject to a collar. Overall elections are subject to proration such that 50 percent of the SureWest shares will be exchanged for cash and 50 percent for stock.

Expected to close in mid-2012 for a closing value of $18.4 billion. Upon completion of the merger, shareholders of Goodrich Corporation will receive $127.50 per share in cash.

Expected to close in the third quarter of 2012 for a closing value of $1.5 billion. Upon completion of the merger, shareholders of Knology will receive $19.75 per share in cash.

Expected to close in the third quarter of 2012 for a closing value of $183 million. Upon completion of the merger, shareholders of Dreams will receive $3.45 per share in cash.

Expected to close in mid 2012 for a closing value of $2.2 billion. Upon completion of the merger, shareholders of AboveNet will receive $84.00 per share in cash.

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.

Expected to close in the summer of 2012 for a closing value of $41.5 million. Upon completion of the merger, shareholders of North Central Bancshares will receive $30.58 per share in cash.

Expected to close in mid-2012 for a closing value of $4.7 billion in a cash plust stock deal, where Solutia stockholders will receive $22.00 in cash and 0.12 shares of Eastman common stock for each share of Solutia common stock.

Expected to close in the third quarter of 2012 for a closing value of approximately $400 million. Upon completion of the merger, shareholders of eResearch Technology will receive $8.00 per share in cash.

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.

E-House (China Holdings) has entered into a definitely agreement to acquire the remaining shares of China Real Estate Information Corporation (CRIC) that it does not already own for a cash plus stock deal valued at $603 million or a 5.6% premium. CRIC shareholders will receive $1.75 per share in cash and 0.6 shares of E-house. The transaction is expected to close in mid-2012.

Expected to close for a closing value of $230 million. Upon completion of the merger, shareholders of RADvision will receive $11.85 per share in cash.

Privately held Cadence Bancorp entered into an agreement to acquire Encore Bancshares (EBTX) in an all cash deal valued at $250 million or $20.62/share. The deal is expected to close in the second half of 2012.

Expected to close in the second quarter of 2012 for a closing value of $500 million. Upon completion of the merger, shareholders of ISTA Pharmaceuticals will receive $9.10 per share in cash.

Expected to close in the second calendar quarter of 2012 for a closing value of $3.3 billion in an all stock deal. Upon completion of the merger, shareholder of Novellus Systems will receive 1.125 shares of Lam Research common stock for each share of Novellus that they own.

Expected to close in mid 2012 for a closing value of $70 million. Upon completion of the merger, shareholders of Adams Golf will receive $10.80 per share in cash.

Expected to close in the first half of 2012 for a closing value of $1.9 billion in a cash plus stock deal, where shareholders of RSC Holdings will receive $10.80 in cash and 0.2783 share of United Rentals.

Expected to close in early 2012 for a closing value of $760 million. Upon completion of the merger, shareholders of Harleysville Group will receive $60.00 per share in cash.

Expected to close late in the second quarter or early in the third quarter for a closing value of $268 million. Upon completion of the merger, shareholders of DDi Corp will receive $13.00 per share in cash.

Expected to close in the second fiscal quarter of 2012 for a closing value of $1 billion. Upon completion of the merger, shareholders of Pep Boys-Manny, Moe & Jack will receive $15.00 per share in cash. The agreement provides for a 45-day “go-shop” period and is expected to close in the second quarter of 2012.

Privately held PLATO Learning entered into an agreement to acquire Archipelago Learning (ARCL) for $291 million or $11.10/share in an all cash deal that is expected to close in the second quarter of 2012.

Expected to close in the second quarter of 2012 for a closing value of $625 million. Upon completion of the merger, shareholder of X-Rite will receive $5.55 per share in cash.

Expected to close in the third quarter of 2012 for a closing value of $148 million in a cash plus stock deal. Upon completion of the merger, SRS Labs shareholders may elect to receive either $9.50 per share in cash or a fixed ratio of 0.31127 shares of DTS common stock for every share of SRS Labs common stock they own. In order to take a more conservative approach, we have internally classified the deal as an all stock transaction.

Expected to close by the middle of 2012 for a closing value of $3.9 billion. Upon completion of the merger, shareholders of Thomas & Betts will receive $72.00 per share in cash.

Expected to close in the second quarter of 2012 for a closing value of $2.21 billion. Upon completion of the merger, shareholders of Zoll Medical Corporation will receive $93.00 per share in cash.

Expected to close by the end of the year in a cash plus stock deal. Upon completion of the merger,  LoopNet shareholders will receive $16.50 in cash and 0.03702 shares of CoStar Group common stock per share held.

Update(s)

January 04, 2012: LoopNet and CoStar agreed to further extend the the waiting period imposed by the Hart-Scott-Rodino Act to allow the firms to engage in discussions with the U.S. Federal Trade Commission (“FTC”) to determine whether there is a possible basis for, and to discuss the possible terms of, a mutually acceptable consent order that would allow the merger of the two firms to close.

On July 12, 2011, Central Vermont Public Services terminated its agreement with Fortis after deeming “superior” the offer from Gaz Métro.

Expected to close in six to twelve months for a closing value of $702 million. Upon completion of the merger, Central Vermont Public Services shareholders will receive $35.25 per share in cash.

Expected to close in the first half of 2012 for a closing value of $780 million. Upon completion of the merger, shareholders of Advance America, Cash Advance Centers will receive $10.50 per share in cash.

Expected to close by April 30, 2012 for a closing value of $35.82 million. Upon completion of the merger, shareholders of Cryptologic will receive $2.54 per share in cash.

Update(s)

April 18, 2012: Amaya Gaming Group extended its buyout offer for CryptoLogic to May 2, 2012.

Expected to close in the second quarter of 2012 for a closing value of $221 million. Upon completion of the merger, shareholders of O’Charley’s will receive $9.85 per share in cash.

Nuance Communications (NUAN) entered into an agreement to acquire Transcend Services (TRCR) in an all cash deal valued at $300 million or $29.50 per share. The deal is expected to close in the second half of Nuance’s fiscal 2012. Nuance’s fiscal year ends on September 30.

Expected to close by the second quarter of 2012 for a closing value of $310 million. Upon completion of the merger, shareholders of Midas will receive $11.50 per share in cash.

Expected to close in the second quarter of 2012 for a closing value of $206 million. Upon completion of the merger, shareholders of Allos Therapeutics will receive $1.82 per share in cash plus one Contingent Value Right (CVR). This CVR entitles Allos stockholders to an additional payment of $0.11 per share in cash if certain European regulatory approval and commercialization milestones for FOLOTYN are achieved.

Expected to close in the second quarter of 2012 for a closing value of $82 million. Upon completion of the merger, shareholders of SeraCare Life Sciences will receive $4.00 per share in cash.

Expected to close by the second quarter of 2012 for a closing value of $49 million. Upon completion of the merger, shareholders of Comverge will receive $1.75 per share in cash.

Insight Venture Partners entered into an agreement to acquire Quest Software (QSFT) in an all cash deal valued at $2 billion or $23 per share. The deal is expected to close in the third quarter of 2012. Insight Venture Partners is supporting the current CEO Vinny Smith in taking the company private. The stock closed at $24.07 on the day of announcement indicating traders expect a higher price or a rival bid.

Expected to close in the second quarter of 2012 for a closing value of $2.7 billion, Upon completion of the merger, shareholders of Delphi Financial will receive $43.875 per Class A share and $52.875 per Class B share in cash, through TMHD’s wholly owned subsidiary, Tokio Marine & Nichido Fire Insurance Co., Ltd. (TMNF). In addition, Delphi shareholders will receive $1.00 in cash per share pursuant to a one-time special dividend from Delphi for each share of Class A and Class B stock they own.

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.

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.

Expected to close in the second quarter of 2012 for a closing value of $703 million. Upon completion of the merger, shareholders of Great Wolf Resorts will receive $5.00 per share in cash.

Update(s)

April 15, 2012: Great Wolf Resorts deemed KSL Capital’s offer of $7.00 per share, superior to Apollo Global Management’s offer.