Merger Arbitrage Mondays – February 4, 2013

Expected to close for a closing value of $25 million. No closing date has been provided, hence we are using 06/30/2013 as the closing date.

Under the terms of the agreement, which has been unanimously approved by the boards of directors of both companies, Somaxon stockholders will receive aggregate consideration equal to $25 million in Pernix common stock. The number of shares of Pernix common stock to be issued to the stockholders of Somaxon will be based on the volume-weighted average price of Pernix’s common stock over the 30 day period ending on the day immediately prior to the closing of the proposed merger, subject to limitations on the maximum and minimum number of shares of Pernix common stock issuable in the transaction based on a price range of $6.00 to $9.00 per share.

The exact exchange ratio has not been provided and we have attempted to compute the conversion ratios based on the $6 to $9 collar mentioned by Pernix and the $25 million equity value of the deal.

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 second quarter of 2013 for a closing value of $3.7 billion. Upon completion of the merger, shareholders of Focus Media 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 $418 million. Upon completion of the merger, shareholders of Zhongpin will receive $13.50 per share in cash.

Expected to close in the first quarter of 2013. This is a cash (or) stock deal where shareholders can elect to either received $8 per share or they can receive one share in the new merged entity called IMOH that will be listed on the Nasdaq. Since IMOH is not yet listed, we are treating this as an all cash deal.

According to the press release, the Company’s board has also approved a 25 cent per share special dividend which will be paid on or about December 7, 2012 to stockholders of record as of the close of business on November 27, 2012.

According to the company, an aggregate of $115 million will be available for the Company’s stockholders electing cash. This implies that approximately 57% of investors will receive cash.

Expected to close in the third quarter of 2013 for a closing value of $490.6 million in an all stock deal. Upon completion of the merger, shareholders of Virginia Commerce Bancorp will receive 0.5442 of United’s shares for each share of VCBI.

Expected to close by the end of the year for a closing value of $1.5 billion. Upon completion of the merger, shareholders of WMS Industries will receive $26.00 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 third quarter of 2013 for a closing value of $5 billion in an all stock deal. Upon completion of the merger, shareholders of Copano Energy will receive 0.4563 KMP units per Copano unit.

Expected to close in the second half of 2013 for a closing value of $8.2 billion. Under the terms of the agreement, NYSE Euronext shareholders will have the option to elect to receive consideration per NYSE Euronext share of (i) $33.12 in cash, (ii) 0.2581 IntercontinentalExchange common shares or (iii) a mix of $11.27 in cash plus 0.1703 ICE common shares.

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 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.

Update(s)

December 22, 2012: Robbins & Myers and National Oilwell Varco announced that the merger cannot close prior to February 18, 2013.

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 quarter of 2013 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.

November 15, 2012: The deal was revised to an all-cash deal.

Expected to close in the first half of 2013. Upon completion of the merger, shareholders of NTS Realty Holdings will receive $7.50 per share in cash.

Expected to close in the first or second quarter of 2013 for a closing value of $173 million. Upon completion of the merger, shareholders of ShangPharma Corporation will receive $9.00 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.

Update(s)

December 28, 2012: CNOOC announced that it expects the takeover of Nexen to close in the first quarter of 2013.

January 27, 2013: CNOOC announced that it has extended the takeover of Nexen to close on March 2, 2013.

Expected to close in the first quarter of 2013 in an all stock deal. Under the terms of the agreement, shareholders of Jefferies Group will receive 0.81 of a share of Leucadia common stock for each share of Jefferies common stock they hold.

Expected to close in the second or third quarter of 2013 for a closing value of $64.4 million. Upon completion of the merger, shareholders of Somerset Hills Bancorp will receive either 1.1962 shares of Lakeland Bancorp common stock or $12.00 in cash, subject to proration as described in the Merger Agreement, so that 90% of the aggregate merger consideration will be shares of Lakeland Bancorp common stock and 10% will be cash.

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 by the first quarter of 2013 for a closing value of $79.5 million or $21.93 per share in cash.

Expected to close in the first quarter of 2013. Upon completion of the merger, shareholders of Arbitron will receive $48.00 per share in cash.

Expected to close late in the first quarter of 2013 or early in the second quarter for a closing value of $151 million. Upon completion of the merger, shareholders of BCD Semiconductor Manufacturing Limited will receive $8.00 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 half of 2013 for a closing value of $225 million. Upon completion of the merger, shareholders of FirstCity Financial will receive $10.00 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 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 second quarter of 2013 for a closing value of $600 million. Upon completion of the merger, shareholders of Intermec will receive $10.00 per share in cash.

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.

Update(s)

November 20, 2012: BGI-Shenzhen announced that it, through its wholly-owned subsidiary Beta Acquisition Corporation, has extended its all cash tender offer to purchase all outstanding shares of common stock of Complete Genomics, Inc. to 12:00 midnight on Friday, December 14, 2012. The Offer was previously scheduled to expire at 12:00 midnight on Wednesday, November 21, 2012.

December 13, 2012: BGI-Shenzhen announced that it has extended its all cash tender offer (the “Offer”) to purchase all outstanding shares of common stock of Complete Genomics to December 31, 2012.

December 28, 2012: BGI-Shenzhen announced that it has extended its all cash tender offer (the “Offer”) to purchase all outstanding shares of common stock of Complete Genomics to January 7, 2013.

January 11, 2013: BGI-Shenzhen announced that it has extended its all cash tender offer (the “Offer”) to purchase all outstanding shares of common stock of Complete Genomics to January 18, 2013.

January 18, 2013: BGI-Shenzhen announced that it has further extended its all cash tender offer (the “Offer”) to purchase all outstanding shares of common stock of Complete Genomics to January 25, 2013.

Expected to close in the second quarter of 2013 for a closing value of $170 million. Upon completion of the merger, shareholders of K-Swiss will receive $4.75 per share in cash.

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 second quarter of 2013 for a closing value of $113.5 million in an all stock deal. Under the terms of the agreement, each outstanding share of Roma Financial common stock, including shares owned by Roma MHC, will be converted into 0.8653 shares of Investors Bancorp common stock upon completion of the merger.

Expected to close in the second quarter of 2013 for a closing value of $1.4 billion. Under the agreement, existing Knight shareholders (other than GETCO) will have the right to elect to receive $3.75 per share in cash or one share of common stock of the new holding company.

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 by the end of the first quarter of 2013 for a closing value of $263 million. Upon completion of the merger, shareholders of Online Resources will receive $3.85 per share in cash.

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.

Update(s)

October 9, 2012: Trustmark Corporation and Banctrust Financial announced that the latest possible closing date of the merger has been extended from December 31, 2012 to February 28, 2013.

Expected to close in the first or second quarter of 2013 for a closing value of $958 million. Upon completion of the merger, shareholders of MAP Pharmaceuticals will receive $25.00 per share in cash.

Expected to close in the first quaarter of 2013 for a closing value of $510 million. Upon completion of the merger, shareholders of YM BioSciences will receive $2.95 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.

Update(s)

December 20, 2012: Toyota Industries announced that the date for the cash tender offer for Cascade has been extended to January 24, 2013.

January 25, 2013: Toyota Industries announced that the date for the cash tender offer for Cascade has been extended to January 24, 2013.

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.

Expected to close in the second calendar quarter of 2013 for a closing value of $161.9 million. Upon completion of the merger, shareholders of Pervasive Software will receive $9.20 per share in cash.

Expected to close early in the second quarter of 2013 for a closing value of $293 million. Upon completion of the merger, shareholders of Epocrates will receive #11.75 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 $660 million. Upon completion of the merger, shareholders of Retalix will receive $30.00 per share in cash.

Expected to close in the third quarter of 2013 for a closing value of $2.8 billion. Upon completion of the merger, shareholders of Ameristar Casinos will receive $26.50 per share in cash.

Expected to close in the second quarter of 2013 for a closing value of $6.9 billion in a cash plus stock deal. Upon completion of the merger, shaerholders of Plains Exploration & Production Company will receive $25.00 in cash and 0.6531 shares of FCX common stock.

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 first half of 2013 for a closing value of $3.13 billion in a cash plus stock deal. Upon completion of the merger, shareholders of Alterra Capital Holdings will receive 0.04315 Markel common shares (with cash paid for fractional shares) plus a cash payment of $10.

Expected to close in the first quarter of 2013 for a closing value of $862 million. Upon completion of the merger, shareholders of TNS Inc. will receive $21.00 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 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.

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 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 the spring of 2013 for a closing value of $500 million. Upon completion of the merger, shareholders of Zipcar will receive $12.25 per share in cash.

Expected to close in the first half of 2013 for a closing value of $871 million. Upon completion of the merger, shareholders of Eloqua will receive $23.50 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.

Update(s)

January 28, 2013: CH Energy Group and (CHG) and Fortis filed a settlement agreement. The closing of the acquisition is now expected to take place during the second quarter of 2013.

Expected to close in the first half of 2013 for a closing value of $668 million. Upon completion of the merger, shareholders of Epoch Investment Partners will receive $28.00 per share in cash.

Expected to close in the first half of 2013 for a closing value of $467 million. Upon completion of the merger, shareholders of SeaCube Container Leasing will receive $23.00 per share in cash.

Expected to close before the end of the first quarter of 2013 for a closing value of $123 million. Upon completion of the merger, shareholders of BioClinica will receive $7.25 per share in cash.

Expected to close in the first quarter of 2013 for a closing value of $1.65 billion. Upon completion of the merger, shareholders of Kayak Software Corporation will receive $40.00 per share in a cash or stock deal.

KAYAK shareholders will have the right to elect to receive cash or stock with a value of $40 per KAYAK share, (subject to (i) the collar mechanism described below and (ii) pro ration such that the overall consideration in the deal to KAYAK shareholders will consist of one-third cash and two-thirds stock).  The stock portion of the consideration will be subject to a 10% collar pursuant to which the value of thePriceline.com stock delivered to those receiving stock will be $40 per KAYAK share so long as the aggregate volume-weighted averagePriceline.com trading price for the 30-day period ending 2 days prior to Closing (as set forth more fully in the Merger Agreement) is between$571.31 and $698.27 per Priceline.com share.  If such average price is above $698.27 or below $571.31, those receiving Priceline.com stock will receive a fixed exchange ratio as set forth in the Merger Agreement.

On account of the variable ratio for those electing to receive stock and the collar, we are treating this as an all cash deal for now.

Expected to close late in the first quarter of 2013 for a closing value of $231 million. Upon completion of the merger, shareholders of First California Financial Group will receive $8.00 per share in an all stock deal.

The number of shares of PacWest common stock deliverable for each share of First California common stock will be determined based on an average price of PacWest common stock over a measuring period prior to the receipt of regulatory approval, and will fluctuate if such average price is between $20.00 and $27.00 and will be fixed if such average price is below $20.00 or above $27.00. Based on PacWest’s closing stock price of $22.27 on Monday, November 5, 2012, First California stockholders would have received 0.3592 of a share of PacWest common stock for each share of First California common stock.

On account of this variable ratio subject to a collar, we are going to treat this as an all cash deal for now.

Expected to close in the first quarter of 2013 for a closing value of $419 million. Upon completion of the merger, shareholders of Westway Group will receive $6.70 per share in cash.

Expected to close in the second half of 2013 for a closing value of $665.5 million. Upon completion of the merger, shareholders of Duff & Phelps Corporation will receive $15.55 per share in cash.

Expected to close as soon as practicable after the tender offer expires in mid-April 2013. Upon completion of the merger, shareholders of Crexus Investment will receive $13.00 per share in cash.

Expected to close for a closing value of $1.1 billion. Upon completion of the merger, shareholders of Energy Solutions will receive $3.75 per share in cash.

Note: Because the stock component is fixed at $7.50, subject to a collar, we are going to treat this as an all cash deal for now.

Expected to close for a closing value of $575 million. Under the terms of the agreement, which was unanimously approved by the boards of directors of both companies, KBW shareholders will receive $17.50 per share, comprised of $10.00 per share in cash and $7.50 per share in Stifel common stock. Additionally, holders of certain restricted KBW shares, that will continue to vest post closing, will receive $17.50 in Stifel common stock. The stock component of the consideration is fixed at $7.50 per share, subject to a collar, provided that the volume weighted average closing price of Stifel common stock for the ten days prior to closing is between $29.00 and $35.00 per share. If the volume weighted average price rises above $35.00 per share, the exchange ratio will be fixed at 0.2143 shares of Stifel common stock for each share of KBW, and if it falls below $29.00 per share, the exchange ratio will be fixed at 0.2586 shares of Stifel common stock for each share of KBW.

November 29, 2012: KBW Inc. announced that its Board of Directors had declared a special dividend of two dollars ($2.00) per share on the company’s common stock. The dividend is payable on December 17, 2012 to shareholders of record at the close of business on December 10, 2012. The deal value has hence been reduced by $2.00 to $15.50.

Expected to close in the first quarter of 2013 for a closing value of $2.2 billion, Upon completion of the merger, shareholders of Clearwire Corporation will receive $2.90 per share in cash.

Update(s)

January 9, 2013: Dish Network offered $3.30 per share for Clearwire trumping Sprint Nextel’s $2.2 billion offer.

Expected to close in the second quarter of 2013 for a closing value of $3.4 billion. Upon completion of the merger, shareholders of McMoRan Exploration will receive $14.75 per share in cash and 1.15 units of a royalty trust.

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.

Expected to close in the first quarter of 2013 for a closing value of $600 million. Upon completion of the merger, shareholders of NextWave Wireless will receive $1.00 per share in cash.