Arbitrage Spreads On Pending Mergers & Acquisitions -4-

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Last Update: 2/21/2008 11:37:32 AM

The following provides information on selected mergers and acquisitions. All
figures are updated by Dow Jones Newswires, with share prices as of 11 a.m.
Thursday EST.

Annualized rate of return is based on Thursday’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.

3Com Corp. (COMS), Bain Capital Partners LLC

Premium offered: $2.36 or 80.27%
Acquirer: Bain Capital
Target: COMS
Offer per share: $5.30 cash
Value of outstanding common equity: $2,117,350,000
Target share price: $2.94
Expected closing: First quarter
Annualized gain: N/A

Alliance Data Systems Corp. (ADS), Blackstone Group

Premium offered: $28.40 or 53.23%
Acquirer: Blackstone
Target: ADS
Offer per share: $81.75 cash
Value of outstanding common equity: $6,433,725,000
Target share price: $53.35
Expected closing: N/A
Annualized gain: N/A

Note: On Jan. 28, Alliance Data said Blackstone likely won’t go through with the
deal because of conditions being sought on the takeover by the Office of the
Comptroller of Currency, a federal banking regulator.

American Financial Realty Trust (AFR), Gramercy Capital Corp. (GKK)

Premium offered: $0.25 or 3.20%
Acquirer: GKK
Target: AFR
Offer per share: 0.12096 share and $5.50 per share
Value of offer per share: $8.15
Value of outstanding common equity securities: $1,058,214,333
Acquirer share price: $21.93
Target share price: $7.90
Expected closing: March 3/15/2008
Annualized gain: 50.75%

Axcan Pharma (AXCA), TPG Capital

Premium offered: $0.21 or 0.90%
Acquirer: TPG Capital
Target: AXCA
Offer per share: $23.50 cash
Value of outstanding common equity: $1,306,600,000
Target share price: $23.29
Expected closing: Feb. 25
Annualized gain: N/A

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

Premium offered: $0.59 or 3.14%
Acquirer: ORCL
Target: BEAS
Offer per share: $19.38 cash
Value of outstanding common equity: $7,854,714,000
Target share price: $18.79
Acquirer share price: $19.21
Expected closing: Mid-2008 6/1/2008
Annualized gain: 11.35%

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

Premium offered: $3.61 or 8.09%
Acquirer: Bain Capital
Target: BFAM
Offer per share: $48.25 cash
Value of outstanding common equity: $1,268,975,000
Target share price: $44.64
Expected closing: Second quarter 5/15/2008
Annualized gain: 35.14%

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

Premium offered: $7.90 or 25.24%
Acquirer: Lee/Bain Group
Target: CCU
Offer per share: $39.20 cash
Value of outstanding common equity: $19,356,960,000
Target share price: $31.30
Expected closing: First quarter
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.

Commerce Bancorp Inc. (CBH), Toronto-Dominion Bank (TD)

Premium offered: $0.39 or 1.05%
Acquirer: TD
Target: CBH
Offer per share: 0.4142 share and $10.50 per share
Value of offer per share: $37.76
Value of outstanding common equity securities: $7,356,163,051
Acquirer share price: $65.82
Target share price: $37.37
Expected closing: April 4/15/2008
Annualized gain: 7.10%
Note: The purchase price consists of 75% stock and 25% cash.

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

Premium offered: $0.90 or 13.13%
Acquirer: BAC
Target: CFC
Shares offered per share: 0.1822 share
Value of offer per share: $7.79
Value of outstanding common equity: $4,510,686,409
Acquirer share price: $42.78
Target share price: $6.89
Expected closing: Third quarter 8/15/2008
Annualized gain: 27.23%

Energy East Corp. (EAS), Iberdrola SA

Premium offered: $1.99 or 7.51%
Acquirer: Iberdrola
Target: EAS
Offer per share: $28.50 cash
Value of outstanding common equity: $4,503,000,000
Target share price: $26.51
Expected closing: First half of 2008 4/1/2008
Annualized gain: 68.50%

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

Premium offered: $6.22 or 25.10%
Acquirer: FITB
Target: FCTR
Offer per share: $31 cash & stock
Value of outstanding common equity: $1,088,100,000
Target share price: $24.78
Acquirer share price: $24.60
Expected closing: Second quarter
Annualized gain: N/A

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

Premium offered $0.69 or 14.57%
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: $5.43
Acquirer share price: $16.51
Target share price: $4.74
Expected closing: Early second quarter 3/1/2008
Annualized gain: N/A

Genesco Inc. (GCO), Finish Line Inc. (FINL)

Premium offered: $23.74 or 77.18%
Acquirer: FINL
Target: GCO
Offer per share: $54.50 cash
Value of outstanding common equity: $1,242,600,000
Target share price: $30.76
Acquirer share price: $3.03
Expected closing: N/A
Annualized gain: N/A

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

Premium offered: $24.41 or 86.95%
Acquirer: NOV
Target: GRP
Offer per share: 0.4498 share and $23.20 per share
Value of offer per share: $52.48
Value of outstanding common equity securities: $6,664,640,214
Acquirer share price: $65.09
Target share price: $28.07
Expected closing: Early second quarter 3/1/2008
Annualized gain: 3526.39%

Huntsman Corp. (HUN), Apollo Management LP

Premium offered: $4.99 or 21.69%
Acquirer: Apollo
Target: HUN
Offer per share: $28 cash
Value of outstanding common equity: $6,213,200,000
Target share price: $23.01
Expected closing: July 7/15/2008
Annualized gain: 54.59%

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

Premium offered: $10.93 or 38.94%
Acquirer: IMA
Target: MATR
Offer per share: $39 cash & stock
Value of outstanding common equity: $834,600,000
Target share price: $28.07
Acquirer share price: $37.10
Expected closing: Second quarter 5/15/2008
Annualized gain: 169.20%
Note: Each share of Matria is valued at $39 - $6.50 in cash and $32.50 in Inverness preferred stock.

Myers Industries Inc. (MYE), GS Capital Partners

Premium offered: $9.13 or 68.29%
Acquirer: GS Capital
Target: MYE
Offer per share: $22.50 cash
Value of outstanding common equity: $789,750,000
Target share price: $13.37
Expected closing: By April 30
Annualized gain: N/A

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

Premium offered: $3.70 or 4.98%
Acquirer: NOK
Target: NVT
Offer per share: $78 cash
Value of outstanding common equity: $7,659,600,000
Target share price: $74.30
Acquirer share price: $36.65
Expected closing: First quarter
Annualized gain: N/A

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

Premium offered: $20.52 or 44.15%
Acquirer: Fortress/Centerbridge
Target: PENN
Offer per share: $67 cash
Value of outstanding common equity: $5,735,200,000
Target share price: $46.48
Expected closing: Late second quarter 6/30/2008
Annualized gain: 123.95%

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

Premium offered: $2.60 or 8.15%
Acquirer: Blackstone group
Target: PFGC
Offer per share: $34.50 cash
Value of outstanding common equity: $1,224,750,000
Target share price: $31.90
Expected closing: Late second quarter. 6/30/2008
Annualized gain: 22.88%

Pharmion Corp. (PHRM), Celgene Corp. (CELG)

Premium offered: $2.19 or 3.13%
Acquirer: CELG
Target: PHRM
Offer per share: $72 cash or stock
Value of outstanding common equity: $2,656,800,000
Target share price: $69.81
Acquirer share price: $54.33
Expected closing: April 4/15/2008
Annualized gain: 21.16%

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

Premium offered: $5.09 or 22.52%
Acquirer: EXM
Target: QMAR
Offer per share: 0.4084 share and $13 per share
Value of offer per share: $27.71
Value of outstanding common equity securities: $1,596,363,955
Acquirer share price: $36.03
Target share price: $22.62
Expected closing: Second quarter 5/15/2008
Annualized gain: 97.87%

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.

(MORE TO FOLLOW) Dow Jones Newswires

February 21, 2008 11:37 ET (16:37 GMT)

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