Arbitrage Spreads On Pending Mergers & Acquisitions

Apr.04, 2008 in Market Outlook

The following provides information on selected mergers and acquisitions. All
figures are updated by Dow Jones Newswires, with share prices as of 10 a.m.
Friday EDT.

Annualized rate of return is based on Friday’s date and the expected closing date
and isn’t compounded. Expected closing dates are compiled from company statements
and reports, and when a time period is cited, that information is provided with
that period’s midpoint date, which was used to make the annualized return
calculation.

Deals are listed alphabetically by target, and spreads don’t include dividend or
interest payments. “Premium offered” refers to the amount that the current value
of the offer exceeds the stock price of the target. Deal values don’t include the
assumption of debt.

(Dow Jones 202-862-3545)

Stock price data source: FactSet Research Systems.

Alliance Data Systems Corp. (ADS), Blackstone Group

Premium offered: $33.79 or 70.45%
Acquirer: Blackstone
Target: ADS
Offer per share: $81.75 cash
Value of outstanding common equity: $6,433,725,000
Target share price: $47.96
Expected closing: N/A
Annualized gain: N/A

Note: On March 17, Alliance Data notified Blackstone that it believed the private
equity firm was in breach of their $6.4 billion merger agreement.

Ansoft Corp. (ANST), Ansys Inc. (ANSS)

Premium offered: $0.56 or 1.78%
Acquirer: ANSS
Target: ANST
Offer per share: 0.431882 share and $16.25 per share
Value of offer per share: $32.14
Value of outstanding common equity securities: $748,937,902
Acquirer share price: $36.80
Target share price: $31.58
Expected closing: Second quarter 5/15/2008
Annualized gain: 15.88%

BEA Systems Inc. (BEAS), Oracle Corp. (ORCL)

Premium offered: $0.19 or 0.99%
Acquirer: ORCL
Target: BEAS
Offer per share: $19.38 cash
Value of outstanding common equity: $7,854,714,000
Target share price: $19.19
Acquirer share price: $20.53
Expected closing: Late May 5/31/2008
Annualized gain: 6.34%

Bear Stearns Cos. (BSC), J.P. Morgan Chase & Co. (JPM)

Premium offered: -$0.84 or -7.80%
Acquirer: JPM
Target: BSC
Shares offered per share: 0.21753 share
Value of offer per share: $9.90
Value of outstanding common equity: $1,169,329,802
Acquirer share price: $45.52
Target share price: $10.74
Expected closing: Late second quarter 6/30/2008
Annualized gain: N/A

Note: JPMorgan will also buy 95 million newly issued shares of Bear Stearns
common stock, or 39.5% of the outstanding Bear Stearns common stock after giving
effect to the issuance, at $10 a share.

BladeLogic Inc. (BLOG), BMC Software Inc. (BMC)

Premium offered: $0.03 or 0.11%
Acquirer: BMC
Target: BLOG
Offer per share: $28 cash
Value of outstanding common equity: $775,600,000
Target share price: $27.97
Expected closing: April 17
Annualized gain: N/A

Bright Horizons Family Solutions Inc. (BFAM), Bain Capital Partners LLC

Premium offered: $4.13 or 9.36%
Acquirer: Bain Capital
Target: BFAM
Offer per share: $48.25 cash
Value of outstanding common equity: $1,268,975,000
Target share price: $44.12
Expected closing: Second quarter 5/15/2008
Annualized gain: 83.33%

ChoicePoint Inc. (CPS), Reed Elsevier (ENL)

Premium offered: $2.00 or 4.17%
Acquirer: ENL
Target: CPS
Offer per share: $50 cash
Value of outstanding common equity: $3,575,000,000
Target share price: $48.00
Acquirer share price: $38.69
Expected closing: Second quarter 5/15/2008
Annualized gain: 37.09%

Clear Channel Communications Inc. (CCU), Thomas H. Lee Partners LP/Bain Capital Group

Premium offered: $10.64 or 37.25%
Acquirer: Lee/Bain Group
Target: CCU
Offer per share: $39.20 cash
Value of outstanding common equity: $19,356,960,000
Target share price: $28.56
Expected closing: N/A
Annualized gain: N/A

Note: As an alternative to receiving the $39.20 per share in cash, Clear
Channel’s shareholders will be offered the opportunity to exchange their common
shares on a one-for-one basis for shares of Class A stock in the new company.

Countrywide Financial Corp. (CFC), Bank of America (BAC)

Premium offered: $0.99 or 15.77%
Acquirer: BAC
Target: CFC
Shares offered per share: 0.1822 share
Value of offer per share: $7.26
Value of outstanding common equity: $4,200,695,338
Acquirer share price: $39.84
Target share price: $6.27
Expected closing: Third quarter 8/15/2008
Annualized gain: 43.28%

Energy East Corp. (EAS), Iberdrola SA

Premium offered: $3.98 or 16.23%
Acquirer: Iberdrola
Target: EAS
Offer per share: $28.50 cash
Value of outstanding common equity: $4,503,000,000
Target share price: $24.52
Expected closing: First half of 2008
Annualized gain: N/A

First Charter Corp. (FCTR), Fifth Third Bancorp (FITB)

Premium offered: $6.30 or 25.51%
Acquirer: FITB
Target: FCTR
Offer per share: $31 cash & stock
Value of outstanding common equity: $1,088,100,000
Target share price: $24.70
Acquirer share price: $23.01
Expected closing: Second quarter
Annualized gain: N/A

Gemstar-TV Guide Inc. (GMST), Macrovision Inc. (MVSN)

Premium offered $0.35 or 7.18%
Acquirer: MVSN
Target: GMST
Cash-stock ratio: $1.55B in cash to buy 244.1M Gemstar shares at $6.35 each, remaining Gemstar stock at 0.2548 Macrovision shares apiece.
Value of offer per share: $5.18
Acquirer share price: $14.24
Target share price: $4.83
Expected closing: Second quarter
Annualized gain: N/A

Getty Images Inc. (GYI), Hellman & Friedman LLC

Premium offered: $2.07 or 6.48%
Acquirer: Hellman & Friedman
Target: GYI
Offer per share: $34 cash
Value of outstanding common equity: $2,023,000,000
Target share price: $31.93
Expected closing: Second quarter 5/15/2008
Annualized gain: 57.71%

Grant Prideco Inc. (GRP), National Oilwell Varco Inc. (NOV)

Premium offered: $0.21 or 0.40%
Acquirer: NOV
Target: GRP
Offer per share: 0.4498 share and $23.20 per share
Value of offer per share: $52.63
Value of outstanding common equity securities: $6,684,062,578
Acquirer share price: $65.43
Target share price: $52.42
Expected closing: Second quarter
Annualized gain: N/A

Huntsman Corp. (HUN), Apollo Management LP

Premium offered: $5.17 or 22.65%
Acquirer: Apollo
Target: HUN
Offer per share: $28 cash
Value of outstanding common equity: $6,213,200,000
Target share price: $22.83
Expected closing: July 7/15/2008
Annualized gain: 81.04%

Matria Healthcare Inc. (MATR), Inverness Medical Innovations Inc. (IMA)

Premium offered: $15.94 or 69.12%
Acquirer: IMA
Target: MATR
Offer per share: $39 cash & stock
Value of outstanding common equity: $834,600,000
Target share price: $23.06
Acquirer share price: $31.88
Expected closing: Second quarter
Annualized gain: N/A
Note: Each share of Matria is valued at $39 - $6.50 in cash and $32.50 in Inverness preferred stock.

Navteq Corp. (NVT), Nokia Corp. (NOK)

Premium offered: $14.75 or 23.32%
Acquirer: NOK
Target: NVT
Offer per share: $78 cash
Value of outstanding common equity: $7,659,600,000
Target share price: $63.25
Acquirer share price: $33.67
Expected closing: N/A
Annualized gain: N/A

NYMEX Holdings Inc. (NMX), CME Group Inc. (CME)

Premium offered: $6.66 or 6.88%
Acquirer: CME
Target: NMX
Offer per share: 0.1323 share and $36.00 per share
Value of offer per share: $103.36
Value of outstanding common equity securities: $9,713,829,711
Acquirer share price: $509.12
Target share price: $96.70
Expected closing: Fourth quarter 11/15/2008
Annualized gain: 11.17%

Note: The exact amount of the cash and stock consideration to be received by each
NYMEX shareholder will be determined by proration in the event that total cash
elections are either greater than or less than the mandatory cash component of
$3.4 billion.

Penn National Gaming Inc. (PENN), Fortress Investment Group/Centerbridge Partners LP

Premium offered: $21.94 or 48.68%
Acquirer: Fortress/Centerbridge
Target: PENN
Offer per share: $67 cash
Value of outstanding common equity: $5,735,200,000
Target share price: $45.06
Expected closing: Late second quarter 6/30/2008
Annualized gain: N/A

Performance Food Group Co. (PFGC), Blackstone Group, Wellspring Capital Group

Premium offered: $1.85 or 5.67%
Acquirer: Blackstone group
Target: PFGC
Offer per share: $34.50 cash
Value of outstanding common equity: $1,224,750,000
Target share price: $32.65
Expected closing: Late second quarter. 6/30/2008
Annualized gain: 23.77%

Quintana Maritime Ltd. (QMAR), Excel Maritime Carriers Ltd. (EXM)

Premium offered: $1.20 or 5.07%
Acquirer: EXM
Target: QMAR
Offer per share: 0.4084 share and $13 per share
Value of offer per share: $24.77
Value of outstanding common equity securities: $1,426,521,830
Acquirer share price: $28.81
Target share price: $23.57
Expected closing: Second quarter 5/15/2008
Annualized gain: 45.17%

Note: If the average closing price of Excel’s Class A stock exceeds $45 a share
during the 15-trading-day period ending before the acquisition’s effective date,
the exchange ratio will be adjusted so the total value of the deal, including
cash, is $31.38 a share, unadjusted for dividend payments.

Take-Two Interactive Software Inc. (TTWO), Electronic Arts Inc. (ERTS)

Premium offered: $0.40 or 1.56%
Hostile Bidder: ERTS
Target: TTWO
Offer per share: $26 cash
Value of outstanding common equity: $1,981,200,000
Target share price: $25.60
Acquirer share price: $50.94
Expected closing: Hostile cash tender offer expires 4/18/2008
Annualized gain: N/A

Note: Take-Two management rejected EA’s unsolicited bid in February, but
subsequently faced opposition from shareholders wanting to cash in on the deal.

Trane Inc. (TT), Ingersoll-Rand Co. Ltd. (IR)

Premium offered: $0.79 or 1.71%
Acquirer: IR
Target: TT
Offer per share: 0.23 share and $36.50 per share
Value of offer per share: $46.99
Value of outstanding common equity securities: $9,050,331,780
Acquirer share price: $45.61
Target share price: $46.20
Expected closing: Early second quarter
Annualized gain: N/A

XM Satellite Radio Holdings Inc. (XMSR), Sirius Satellite Radio Inc. (SIRI)

Premium offered: $0.63 or 5.16%
Acquirer: SIRI
Target: XMSR
Shares offered per share: 4.6 shares
Value of offer per share: $12.79
Value of outstanding common equity: $3,433,578,000
Acquirer share price: $2.78
Target share price: $12.16
Expected closing: By May 1
Annualized gain: N/A

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