Merger Arbitrage Mondays – November 5, 2012

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.

Update(s)

October 16, 2012: As of the close of business on October 15, 2012, Glendon Group has not closed the merger with BIDZ.COM as announced previously. BIDZ.COM intends to work cooperatively with Glendon Group and with Weston Capital and its affiliated fund to seek to close the merger as expeditiously as reasonably practicable.

Expected to close on November 9, 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.

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.

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.

Expected to close in the second quarter of 2013 for a closing value of $49 million. Shareholders of WSB Holdings will receive either Old Line common stock or cash with a 65%/35% stock/cash mix. Each share of WSB Holdings will receive either 0.5608 shares of Old Line or $6.09/share in cash subject to adjustments based on certain conditions. We are treating this deal as an all stock deal.

Expected to close in the first quarter of 2013 for a closing value of $51.6 million. Upon completion of the merger, shareholders of ECB Bancorp will receive ECB shareholders will receive 3.55 shares of Crescent Financial.

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.

Expected to close by the end of the year 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.

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.

Expected to close in the first half of 2013 for a closing value of $16.6 million. Upon completion of the merger, shareholders of PremierWest Bancorp will receive $1.65 per share in cash.

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.

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.

Expected to close early in 2013 for a closing value of $117.6 million. Upon completion of the merger, shareholders of Complete Genomics will receive $3.15 per share in cash.

Expected to close in the second quarter of 2013 for a closing value of $912 million in an all stock deal. Under the terms of the agreement, Citizens’ shareholders will receive a fixed 1.37 shares of FirstMerit common stock in exchange for each share of Citizens’ common stock.

Expected to close in the first quarter of 2013. Upon completion of the merger, shareholders of Cybex International will receive $2.55 per share in cash.

Expected to close in April 2013 for a closing value of $51 million in an all stock deal. Upon completion of the merger, shareholders of Annapolis Bancorp will receive 1.143 F.N.B Corporation shares for each Annapolis share.

Expected to close in the first half of 2013 for a closing value of $2.5 billion in a cash plus stock deal. Under the terms of the agreement each Cymer shareholder to receive US$20.00 in cash and a fixed ratio of 1.1502 ASML ordinary shares per Cymer share.

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.

Expected to close in the second quarter of 2013 for a closing value of $233.4 million. Under the terms of the merger agreement, each outstanding share of Alliance common stock will be converted into the right to receive 2.1779 shares of NBT common stock upon completion of the merger.

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.

Expected to close in the first quarter of 2013 for a closing value of $393 million in a cash plus stock deal. Under the terms of the agreement, Spartech stockholders will receive $2.67 in cash and 0.3167 shares of PolyOne common stock for each share of Spartech common stock.

Expected to close in late 2012 for a closing value of $22.5 million. Upon completion of the merger, shareholders of Ditech Networks will receive $1.45 per share in cash.

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.

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.

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.

Expected to close early next year for a closing value of $2.9 billion in a cash plus stock deal. Under the terms of the agreement PVH will pay Warnaco shareholders $51.75 in cash and 0.1822 of its stock for each Warnaco share.

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.

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.

Subject to customary closing conditions, the deal is expected to close for a closing value of $2.1 billion. Upon completion of the merger, shareholders of PSS World Medical will receive $29.00 per share in cash.

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.

Expected to close early in 2013 for a closing value of $1.6 billion. Upon completion of the merger, shareholders of Ancestry.com will receive $32.00 per share in cash.

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.

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.

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.

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.

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.

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.

Expected to close in the fourth quarter of 2012 or the first quarter of 2013 for a closing value of $102.8 million. Upon completion of the merger, shareholders of LML Payment Systems will receive $3.45 per share in cash.

Expected to close in Versant’s fiscal 2013 first quarter ending January 31, 2013 for a closing value of $32 million. Upon completion of the merger, shareholders of Versant Corporation will receive $11.50 per share in cash.

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.

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.

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.

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.

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.

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 fourth quarter of 2012 for a closing value of $33 million. Upon completion of the merger, shareholders of New Frontier Media will receive $2.02 per share in cash.

New Frontier Media shareholders may also be entitled to receive additional contingent cash payments, not to exceed $0.06 per common share, tied to the extent to which New Frontier Media’s available cash balance at the closing of the tender offer, less unpaid transaction expenses, exceeds $11,514,000.

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.

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.

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 by the end of the year 2012 for a closing value of $1.9 billion. Upon completion of the merger, shareholders of JDA Software Group willr eceive $45.00 per share in cash.

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.

Expected to close before the end of the year 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.

Expected to close in the first quarter of 2013 for a closing value of $119 million. Upon completion of the merger, shareholders of Williams Controls will receive $15.42 per share in cash.

Expected to close by the end of the calendar year for a closing value of $109.8 million. Upon completion of the merger, shareholders of Ramtron International will receive $3.10 per share in cash.

Expected to close by the end of year 2012 for a closing value of $1.2 billion. Upon completion of the merger, shareholders of Schiff Nutrition International will receive $34.00 per share in cash.

Expected to close before December 31, 2012 for a closing value of $921 million in a cash plus stock deal. Under the terms of the agreement, OPNET stockholders will receive $36.55 in cash and 0.2774 of a share of Riverbed common stock.

Expected to close during the fourth quarter of 2012 for a closing value of $670 million. Upon completion of the merger, shareholders of Ceradyne will receive $35.00 per share in cash.

Expected to close in the fourth quarter of 2012 for a closing value of $242 million. Upon completion of the merger, shareholders of Union Drilling will receive $6.50 per share in cash.

Expected to close by the end of the calendar year 2012 for a closing value of $759 million. Upon completion of the merger, shareholders of Cascade will receive $65.00 per share in cash.

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.

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.

Expected to close before December 31, 2012 for a closing value of $195 million. Upon completion of the merger, shareholders of Mediware Information Systems will receive $22.00 per share in cash.

Expected to close in the first quarter of 2013 for a closing value of $506 million. Under the terms of the merger agreement West Coast shareholders can elect to receive either Columbia common stock, cash, or a combination of both stock and cash. The total cash considering is fixed at $264.5 million and the total stock consideration is fixed at 12.8 million Columbia shares. Based on Columbia’s closing stock price of $18.85 on September 25, West Coast shareholders would have received consideration valued at approximately $23.10 per share. We are going to treat this as an all stock deal with shareholders of West Coast receiving 1.225 shares of Columbia for each West Coast share they hold.

Expected to close in the first half of 2013 for a closing value of $1.3 billion. Upon completion of the merger, shareholders of Sealy Corporation will receive $2.20 per share in cash.

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.

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.

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.

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.