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| Company: ICG Communications, Inc. | | Meeting Date: 10/15/2004 | | Proposal: Approve Merger Agreement |
| Acquirer: MCCC ICG Holdings LLC |
| Target: ICG Communications, Inc. ("ICGC") |
| Terms: $0.75 per share in cash |
| Value of Transaction: Approximately $6.4 million |
| Fairness Opinion: Lehman Brothers Inc. |
| Accounting Treatment: Purchase |
| Tax Status: Taxable to shareholders |
| Walkaway Rights: $5 million break-up fee under certain circumstances, including if the board accepts a superior proposal or the company institutes a bankruptcy proceeding whereby all or substantially all of the assets of company are sold. |
| Lock-up Provision: None |
| Dissenters' Rights: Yes | |
| Company: Daleen Technologies, Inc. | | Meeting Date: 09/28/2004 | | Proposal: Approve Merger Agreement |
| Acquirer: Daleen Holding |
| Target: Daleen Technologies Inc. |
| Terms: $0.0384 per share in cash |
| Value of Transaction: Approximately $17.2 million. The common stock is valued at approximately $1.8 million in the aggregate, or approximately $0.0384 per share and the Series F preferred stock is valued at approximately $15.4 million in the aggregate. |
| Fairness Opinion: Valuation Research Corp. ("VRC") |
| Accounting Treatment: Purchase |
| Tax Status: Taxable to shareholders |
| Walkaway Rights: If the board terminates the merger agreement due to a superior bid, a break-up fee of $500,000 must be paid to Quadrangle Investors. In addition, a break-up fee of $200,000 will be payable to Protek. |
| Lock-up Provision: None |
| Dissenters' Rights: Yes | |
| Company: Modem Media , Inc. | | Meeting Date: 10/14/2004 | | Proposal: Approve Merger Agreement |
| Acquirer: Digitas, Inc (Digitas) |
| Target: Modem Media Inc. (Modem) |
| Terms: 0.70 shares of Digitas common stock per Modem share |
| Value of Transaction: Approximately $137 million, or $5.01 per share based on Digitas's closing price as of Sept. 22, 2004. At announcement the transaction value was approximately $190 million. |
| Fairness Opinion: Goldman, Sachs & Co. |
| Accounting Treatment: Purchase |
| Tax Status: Tax-free to shareholders |
| Walkaway Rights: $7.9 million break-up fee payable by either party based on the specific circumstances of the termination |
| Dissenters' Rights: No | |
| Company: Digitas, Inc | | Meeting Date: 10/14/2004 | | Proposal: Approve Merger Agreement |
| Acquirer:Digitas, Inc |
| Target: Modem Media, Inc. |
| Terms:0.70 shares of Digitas common stock per Modem share |
| Value of Transaction: Approximately $137 million, or $5.01 per share based on Digitas's closing price as of Sept. 22, 2004. At announcement the transaction value was approximately $190 million. |
| Fairness Opinion: Morgan Stanley & Co. |
| Accounting Treatment: Purchase |
| Tax Status: Tax-free to shareholders |
| Walkaway Rights: $7.9 million break-up fee payable by either party based on the specific circumstances of the termination |
| Dissenters' Rights: No | |
| Company: Chelsea Property Group, Inc. | | Meeting Date: 10/13/2004 | | Proposal: Approve Merger Agreement |
| Acquirer: Simon Property Group, Inc. ("Simon") |
| Target: Chelsea Property Group, Inc. ("Chelsea") |
| Terms: $36.00 per Chelsea common share in cash, 0.2936 of a share of Simon common stock, and 0.3000 of a share of Simon 6% Series I convertible perpetual preferred stock ("Simon convertible preferred stock"). See "Exchange Ratio" section below. |
| Equity Value of Transaction: Approximately $2.95 billion, or $66.83 per share based on Simon's price as of Sept. 20, 2004 and Chelsea's shares outstanding as of record date. |
| Fairness Opinion:Merrill Lynch, Pierce, Fenner & Smith Inc. ("Merrill Lynch") |
| Accounting Treatment: Purchase |
| Tax Status: Transaction taxable to shareholders |
| Walkaway Rights: $110.0 million termination fee if merger terminated under certain circumstances including Chelsea entering into a definitive agreement with respect to a superior proposal. |
| Put Agreement: The put agreement provides that, in the event the merger agreement is terminated and a termination fee is owed to Simon thereunder, the Simon Operating Partnership shall have the right, exercisable for 60 days thereafter, to require the Chelsea Operating Partnership to acquire its interests in two 50/50 joint ventures, Simon/Chelsea Las Vegas Development, LLC and Simon/Chelsea Chicago Development, LLC, for the fair market value of such interests on the date the Simon Operating Partnership exercises such right. |
| Dissenters' Rights: No | |
| Company: Loehmann | | Meeting Date: 10/13/2004 | | Proposal: Approve Merger Agreement |
| Acquirer: Crescent Capital Investments, Inc. (Crescent) through its affiliate company Designer Apparel Holding Co. (DAHC) |
| Target: Loehmann's Holdings Inc. (Loehmann's) |
| Terms: $23.00 in cash per Loehmann's share |
| Value of Transaction: Approximately $177 million |
| Fairness Opinion: The Peter J. Solomon Co. (PJSC) |
| Accounting Treatment: Purchase |
| Tax Status: Taxable to shareholders |
| Walkaway Rights: Loehmann's will pay DAHC a $4.0 million break-up fee and an expense reimbursement of up to $2.0 million: (1) if Loehmann's board terminates the merger agreement in connection with the acceptance of a superior proposal; or (2) under certain circumstances if Loehmann's enters into an agreement with respect to an alternative transaction within one-year of termination. In other circumstances, including if the merger agreement is terminated, a proposal for an alternative transaction existed as of a certain date, and certain other events occur, Loehmann's may be required to reimburse DAHC for its reasonable out-of-pocket expenses up to $2.0 million. |
| Dissenters' Rights: Yes | |
| Company: EverTrust Financial Group, Inc. | | Meeting Date: 09/23/2004 | | Proposal: Approve Merger Agreement |
| Acquirer: KeyCorp |
| Target: EverTrust Financial Group, Inc. ("EverTrust") |
| Terms: $25.6016 in cash per EverTrust share |
| Value of Transaction: Approximately $177.5 million |
| Fairness Opinion: Keefe, Bruyette & Woods ("KBW") |
| Accounting Treatment: Not applicable |
| Tax Status: Taxable |
| Walkaway Rights: $9.75 million break-up fee. |
| Lock-up Provision: Not applicable |
| Dissenters' Rights: Yes | |
| Company: National Processing, Inc. | | Meeting Date: 10/08/2004 | | Proposal: Approve Merger Agreement |
| Acquirer: Bank of America Corp. |
| Target: National Processing Inc. ("NAP") |
| Terms: $26.60 in cash for each share of NAP |
| Equity Value of Transaction: Approximately $1.42 billion |
| Fairness Opinion: Morgan Stanley & Co. |
| Accounting Treatment: Purchase |
| Tax Status: Taxable to shareholders |
| Walkaway Rights: NAP must pay Bank of America a $50 million break-up fee under certain circumstances, including if NAP's board withdraws or modifies its recommendation that shareholders support the merger and terminates the merger agreement. |
| Dissenters' Rights: Yes | |
| Company: Prime Hospitality Corp. | | Meeting Date: 10/06/2004 | | Proposal: Approve Merger Agreement |
| Acquirer: The Blackstone Group ("Blackstone") |
| Target: Prime Hospitality Corp. ("PHC") |
| Terms: $12.25 in cash for each PHC share |
| Equity Value of Transaction: Approximately $546.5 million |
| Fairness Opinion: Bear, Stearns & Co. Inc. |
| Accounting Treatment: Purchase |
| Tax Status: Taxable to shareholders |
| Walkaway Rights: PHC will pay Blackstone a termination fee of $23 million and up to $4 million for expense reimbursement under certain circumstances, including if PHC terminates the merger agreement in favor of an unsolicited superior proposal, but only after providing Blackstone a three business day period to submit an offer that is at least as favorable as the superior proposal. Blackstone will pay PHC a termination fee of $27 million under certain circumstances. |
| Dissenters' Rights: Yes | |
| Company: Surgicare, Inc. | | Meeting Date: 10/06/2004 | | Proposal: Issue Shares in Connection with an Acquisition |
| Acquirer: Surgicare, Inc. ("Surgicare") |
| Target:Integrated Physician Solutions, Inc. ("IPS"); Dennis Cain Physician Solutions, Inc. ("DCPS"); Medical Billing Services, Inc. ("MBS") |
| Terms: Holders of IPS common stock and preferred stock and certain IPS debtholders, will receive an aggregate of approximately 4,451,518 shares of the company's Class A common stock in the IPS merger (see "IPS merger" section below); Equityholders of DCPS and MBS will receive an aggregate of $3.5 million in cash, promissory notes of SurgiCare in an aggregate principal amount of $500,000 and 1,575,760 shares of Class C common stock (see "DCPS/MBS merger" section below); |
| Fairness Opinion: G.A. Herrera & Co., LLC ("GAH") |
| Accounting Treatment: Reverse acquisition -- IPS merger; Purchase -- DCPS/MBS merger |
| Tax Status: Tax-free to shareholders |
| Walkaway Rights: $3 million break-up fee upon termination of the acquisitions under certain circumstances including Surgicare entering into a business combination with a third party. |
| Dissenters' Rights: Holders of shares of IPS and MBS common stock have appraisal rights. | |
| Company: Pennsylvania State Banking Company | | Meeting Date: 10/05/2004 | | Proposal: Approve Merger Agreement |
| Acquirer:Sterling Financial Corp. ("Sterling") |
| Target: The Pennsylvania State Banking Co. ("Pennsylvania") |
| Terms: Either $22.00 per Pennsylvania share in cash or between 0.8300 and 0.7239 shares of Sterling common stock or a combination of both stock and cash. See "Exchange Ratio" section below. |
| Equity Value of Transaction: Approximately $45.6 million, or $22.00 per share based on Sterling's closing stock price as of Sept. 14, 2004 and Pennsylvania's shares outstanding as of the record date. |
| Fairness Opinion: Janney Montgomery Scott LLC ("Janney") |
| Accounting Treatment: Purchase |
| Tax Status: Cash portion of consideration taxable to shareholders |
| Walkaway Rights: Pennsylvania could be obligated to pay Sterling a $2,000,000 termination fee if the merger fails under certain circumstances that relate to a possible combination of Pennsylvania with another acquirer. Pennsylvania has the option, but is not required, to terminate the merger agreement if the 20 day average closing price of Sterling common stock is below $21.21 and the decline in the average closing price of Sterling common stock, since April 12, 2004, is at least 20 percent more than the change during the same period on an index based on the stock price of 16 other bank and thrift holding companies. |
| Lock-up Provision: None |
| Dissenters' Rights: Yes | |
| Company: Chesterfield Financial Corp. | | Meeting Date: 09/30/2004 | | Proposal: Approve Merger Agreement |
| Acquirer: MAF Bancorp, Inc. ("MAF") |
| Target: Chesterfield Financial Corp. ("Chesterfield") |
| Terms: $31.50 per share of Chesterfield common stock, payable 65% in cash and 35% in MAF common stock |
| Value of Transaction: Approximately $128.5 million, including stock options |
| Fairness Opinion: Keefe, Bruyette & Woods, Inc. ("KBW") |
| Accounting Treatment: Purchase |
| Tax Status: Taxable |
| Walkaway Rights: $6.25 million break-up fee |
| Lock-up Provision: None |
| Dissenters' Rights: Yes | |
| Company: Exult, Inc. | | Meeting Date: 09/30/2004 | | Proposal: Approve Merger Agreement |
| Acquirer: Hewitt Associates, Inc. |
| Target: Exult, Inc. |
| Terms: 0.20 shares of Hewitt Class A common stock per Exult share |
| Value of Transaction: Approximately $60.5 million, or $5.47 per share, based on Hewitt's closing price as of Sept. 9, 2004 and Exult's 110,544,904 shares outstanding as of record date. |
| Fairness Opinion: Morgan Stanley & Co., Inc. |
| Accounting Treatment: Purchase |
| Tax Status: Tax-free to shareholders |
| Walkaway Rights: Exult will be required to pay Hewitt a $30.0 million break-up fee if the merger is terminated under certain circumstances. In addition, Hewitt will be required to pay Exult: (1) a $10.0 million break-up fee if Hewitt shareholders fail to approve the merger and the issuance of the Class A common stock in connection with the merger; or (2) $30.0 million break-up fee under certain circumstances in which a Hewitt takeover is proposed or consummated. |
| Dissenters' Rights: No | |
| Company: Hewitt Associates, Inc. | | Meeting Date: 09/30/2004 | | Proposal: Approve Merger Agreement |
| Acquirer: Hewitt Associates, Inc. |
| Target: Exult, Inc. |
| Terms: 0.20 shares of Hewitt Class A common stock per Exult share |
| Value of Transaction: Approximately $60.5 million, or $5.47 per share, based on Hewitt's closing price as of Sept. 9, 2004 and Exult's 110,544,904 shares outstanding as of record date. |
| Fairness Opinion: Goldman, Sachs & Co. |
| Accounting Treatment: Purchase |
| Tax Status: Tax-free to shareholders |
| Walkaway Rights: Exult will be required to pay Hewitt a $30.0 million break-up fee if the merger is terminated under certain circumstances. In addition, Hewitt will be required to pay Exult: (1) a $10.0 million break-up fee if Hewitt shareholders fail to approve the merger and the issuance of the Class A common stock in connection with the merger; or (2) $30.0 million break-up fee under certain circumstances in which a Hewitt takeover is proposed or consummated. |
| Dissenters' Rights: N/A | |
| Company: Inet Technologies, Inc. | | Meeting Date: 09/30/2004 | | Proposal: Approve Merger Agreement |
| Acquirer: Tektronix, Inc. ("Tektronix") |
| Target: Inet Technologies, Inc. ("Inet") |
| Terms: $6.25 per Inet share in cash and a fractional share of Tektronix common stock. See "Exchange Ratio/Collar" section below. |
| Equity Value of Transaction: Approximately $494 million, or $12.50 per Inet share based on Tektronix's closing stock price as of Sept. 10, 2004 and Inet's shares outstanding as of the record date. |
| Fairness Opinion: Morgan Stanley & Co., Inc. ("MS") |
| Accounting Treatment: Purchase |
| Tax Status: If the merger qualifies as a “reorganization,” the cash portion is taxable to shareholders. Under certain circumstances, shareholders may have to pay tax on the cash and stock portions of the merger consideration received. See "Exchange Ratio/Collar" section below. |
| Walkaway Rights: If the merger is terminated under certain circumstances including if Inet terminated the merger to enter into an agreement in respect of a third party acquisition proposal, Inet must pay Tektronix a termination fee of $16.2 million. |
| Lock-up Provision: None |
| Dissenters' Rights: Yes | |
| Company: FSF Financial Corp. | | Meeting Date: 09/28/2004 | | Proposal: Approve Merger Agreement |
| Acquirer: MidCountry Financial Corp. (MidCountry) |
| Target: FSF Financial Corp. (FSF) |
| Terms: $35.00 per FSF common share in cash. |
| Equity Value of Transaction: Approximately $83.5 million based on FSF's shares outstanding as of the record date. |
| Fairness Opinion: Keefe, Bruyette & Woods, Inc. (KBW) |
| Accounting Treatment: Purchase |
| Tax Status: Taxable to shareholders |
| Walkaway Rights: $1.7 million termination fee (approximately two percent of transaction value) if the merger is terminated under certain circumstances including FSF having entered into an agreement to combine with a third party in connection with a superior proposal |
| Lock-up Provision: None |
| Dissenters' Rights: Yes | |
| Company: First Niagara Financial Group, Inc. | | Meeting Date: 09/28/2004 | | Proposal: Approve Merger Agreement |
| Acquirer: First Niagara Financial Group, Inc. ("First Niagara") |
| Target: Hudson River Bancorp, Inc. ("Hudson River") |
| Terms: 34.1 million shares of First Niagara common stock and $124.8 million in cash for all Hudson shares |
| Value of Transaction: Approximately $566.2 million equity value, or $18.60 per share based on First Niagara's share price of $12.95 as of Sep. 1, 2004 and 30.4 million shares of Hudson River outstanding as of Aug. 5, 2004 |
| Fairness Opinion: Ryan Beck & Co., Inc. ("Ryan Beck") |
| Accounting Treatment: Purchase |
| Tax Status: Tax-free to shareholders |
| Walkaway Rights: $24.0 million break-up fee payable by either party under certain circumstances (about 4 percent of transaction value at time of announcement) |
| Lock-up Provision: Each director has agreed to vote in favor of the merger |
| Dissenters' Rights: No | |
| Company: Sensytech, Inc. | | Meeting Date: 09/28/2004 | | Proposal: Issue Shares in Connection with an Acquisition |
| Acquirer: Sensytech, Inc. |
| Target: Argon Engineering Associates, Inc. |
| Terms: 2.0 shares of Sensytech common stock per Argon share |
| Value of Transaction: Approximately $404.3 million, based on Sensytech's closing price of $28.19 as of Sept. 13, 2004 and the issuance of approximately 14,340,700 Sensytech shares in connection with the merger. |
| Fairness Opinion: Ryan Beck & Co. Inc. |
| Accounting Treatment: Reverse acquisition using the purchase method of accounting for business combinations |
| Tax Status: Tax-free to shareholders |
| Walkaway Rights: Either Sensytech or Argon may be required to pay the other party a break-up fee in excess of $3.75 million if the merger is terminated under certain circumstances. |
| Dissenters' Rights: N/A | |
| Company: Pioneer Natural Resources Co. | | Meeting Date: 09/28/2004 | | Proposal: Approve Merger Agreement |
| Acquirer: Pioneer Natural Resources Company ("PXD") |
| Target: Evergreen Resources, Inc. ("EVG") |
| Terms: Either (i) 1.1635 shares of PXD common stock, (ii) $39.00 in cash, or (iii) 0.58175 shares of PXD common stock and $19.50 in cash, per EVG common share. In addition, EVG sharesholders will receive a minimum $0.35 per share for EVG's Kansas properties. |
| Value of Transaction: Approximately $1.7 billion equity value, or $38.99 per share based on PXD recent per share price of $32.90, the 43.2 million shares of EVG common stock outstanding as of the record date, using terms option (iii) above and including the $0.35 payment for the Kansas properties |
| Fairness Opinion: J.P. Morgan Securities Inc. ("JPM") |
| Accounting Treatment: Purchase |
| Tax Status: Tax-free to shareholders |
| Walkaway Rights: $35 million break-up fee |
| Lock-up Provision: None |
| Dissenters' Rights: No | |
| Company: Hudson River Bancorp, Inc. | | Meeting Date: 09/28/2004 | | Proposal: Approve Merger Agreement |
| Acquirer: First Niagara Financial Group Inc. ("First Niagara") |
| Target: Hudson River Bancorp Inc. ("Hudson River") |
| Terms: 34.1 million shares of First Niagara common stock and $124.8 million in cash for all Hudson shares |
| Value of Transaction: Approximately $566.2 million equity value, or $18.60 per share based on First Niagara's share price of $12.95 as of Sep. 1, 2004 and 30.4 million shares of Hudson River outstanding as of Aug. 5, 2004 |
| Fairness Opinion: Sandler O'Neill & Partners, L.P. ("SOP") |
| Accounting Treatment: Purchase |
| Tax Status: Taxable to the extent the merger consideration is in cash |
| Walkaway Rights: $24.0 million break-up fee payable by either party under certain circumstances (about 4 percent of transaction value at time of announcement) |
| Lock-up Provision: Each director has agreed to vote in favor of the merger |
| Dissenters' Rights: Yes | |
| Company: Evergreen Resources, Inc. | | Meeting Date: 09/28/2004 | | Proposal: Approve Merger Agreement |
| Acquirer: Pioneer Natural Resources Company ("PXD") |
| Target: Evergreen Resources, Inc. ("EVG") |
| Terms: Either (i) 1.1635 shares of PXD common stock, (ii) $39.00 in cash, or (iii) 0.58175 shares of PXD common stock and $19.50 in cash, per EVG common share. In addition, EVG sharesholders will receive a minimum $0.35 per share for EVG's Kansas properties. |
| Value of Transaction: Approximately $1.7 billion equity value, or $38.99 per share based on PXD recent per share price of $32.90, the 43.2 million shares of EVG common stock outstanding as of the record date, using terms option (iii) above and including the $0.35 payment for the Kansas properties |
| Fairness Opinion: Citigroup Global Markets Inc. ("Citi") |
| Accounting Treatment: Purchase |
| Tax Status: Taxable to the extent cash received |
| Walkaway Rights: $35 million break-up fee |
| Lock-up Provision: None |
| Dissenters' Rights: Yes | |
| Company: Venturi Partners, Inc | | Meeting Date: 09/27/2004 | | Proposal: Approve Merger Agreement |
| Acquirer:COMSYS Holding Inc. (COMSYS) |
| Target: Venturi Partners Inc. (Venturi) |
| Terms: Venturi will issue approximately 9.4 million shares of stock for the outstanding shares of COMSYS common and preferred stock. |
| Value of Transaction: Approximately $90 million based on Venturi's stock price as of Sept. 16, 2004 |
| Fairness Opinion: SunTrust Robinson Humphrey (Robinson), a division of SunTrust Capital Markets, Inc. |
| Accounting Treatment: Purchase |
| Tax Status: There are no tax consequences for shareholders |
| Walkaway Rights: Venturi will be required to pay COMSYS a termination fee of $4 million and to reimburse COMSYS for up to $2.5 million of its expenses related to the proposed merger if the merger is terminated under certain circumstances. |
| Lock-up Provision: None |
| Dissenters' Rights: No | |
| Company: Lenox Wealth Management, Inc. | | Meeting Date: 09/24/2004 | | Proposal: Approve Merger Agreement |
| Acquirer: Lenox Wealth Management, Inc. |
| Target: LWMA, LLC |
| Terms: A total of 181,741 shares of the company's common stock as well as a warrant to purchase 40,500 additional shares of the company's common stock will be issued to the equity holder of LWMA. |
| Value of Transaction: Approximately $1,821,460 |
| Independent Valuation: Barnes Dennig & Co., Ltd. |
| Accounting Treatment: Purchase |
| Tax Status: Structured as a tax-free transaction. |
| Walkaway Rights: $750,000 termination fee upon the occurrence of certain termination events due to, among other things, a breach in the merger agreement. |
| Lock-up Provision: None | |
| Company: PDS Gaming Corp. | | Meeting Date: 09/23/2004 | | Proposal: Approve Merger Agreement |
| Acquirer: PDS Holding Co. ("PDSH") |
| Target: PDS Gaming Corp. ("PDS") |
| Terms: Under the terms of the merger, each share will be exchanged for $1.25 in cash and a nontransferable deferred payment right representing the right to receive $0.50 on each of the first three anniversaries of the closing of the merger. The company also will have the right, to prepay all of the amounts then outstanding under all such nontransferable deferred cash payment rights, net of a present value discount, as follows: if said prepayment is made anytime 1) on or prior to the first anniversary of the consummation of the merger, PDS will pay in cash with respect to each such right the amount of $1.36; 2) after the first such anniversary, but on or prior to the second such anniversary, PDS will pay in cash with respect to each such right, in addition to the $0.50 payable on the first such anniversary, the amount of $0.93; and 3) after the second such anniversary, but prior to the third such anniversary, PDS will pay in cash with respect to each such right, in addition to the $0.50 payable on each of the first and second such anniversaries, the amount of $0.50. In evaluating the merger consideration, the company's advisor applied a 10 percent to 30 percent discount range (to take into account the time value of money and risk associated with the company's high level of debt) to the residual cash payments of $0.50 per year on each of the first three anniversaries of the effective date of the merger. The advisor added the present value of the residual cash payment stream to the initial cash payment of $1.25 per share. Utilizing this methodology, the average of the range of implied equity values calculated by the advisor is $2.33. |
| Value of Transaction: Approximately $7.54 million |
| Fairness Opinion: The Seidler Companies Inc. ("Seidler") |
| Accounting Treatment: Purchase |
| Tax Status: Taxable to shareholders |
| Walkaway Rights: PDS will pay PDSH a termination fee equal to the sum of $500,000 and the amount of PDSH's previously unreimbursed reasonable professional and advisory fees and other out-of-pocket expenses incurred in connection with the merger transaction and its financing, if the merger is terminated by either party based on the occurrence of an alternative transaction. |
| Dissenters' Rights: Yes | |
| Company: Warwick Community Bancorp, Inc. | | Meeting Date: 09/22/2004 | | Proposal: Approve Merger Agreement |
| Acquirer: Provident Bancorp ("Provident") |
| Target: Warwick Community Bancorp ("Warwick") |
| Terms: Either 2.7810 shares of Provident common stock per Warwick share, $32.26 in cash, or a combination of the two. The merger agreement generally provides that 50 percent of the total Warwick shares will be converted into Provident stock and the remaining 50 percent will be exchanged for cash. |
| Value of Transaction: Approximately $142.2 million, or $31.60 per share (blended rate) based on a 50 percent cash purchase of $32.26 and a 50 percent stock purchase at a 2.7810 ratio, and using Provident's Aug. 13, 2004 closing price and 4,498,923 shares of Warwick outstanding on August 9, 2004. |
| Fairness Opinion: Sandler O'Neill & Partners, L.P. ("Sandler O'Neill") |
| Accounting Treatment: Purchase |
| Tax Status: Tax-free to shareholders, except for those shares that are exchanged for cash consideration |
| Walkaway Rights: Warwick will pay Provident a $6.5 million break-up fee under certain circumstances, including if Warwick terminates the merger agreement to accept a superior proposal. |
| Dissenters' Rights: Yes | |
| Company: Wayne Bancorp, Inc. | | Meeting Date: 09/22/2004 | | Proposal: Approve Merger Agreement |
| Acquirer: National City Corp. |
| Target: Wayne Bancorp, Inc. |
| Terms: $28.50 per share in cash |
| Value of Transaction: Approximately $180 million |
| Fairness Opinion: Stifel, Nicolaus & Company, Inc. ("Stifel Nicolaus") |
| Accounting Treatment: Purchase |
| Tax Status: Taxable to shareholders |
| Walkaway Rights: $7.5 million break-up fee payable by Wayne under certain circumstances |
| Lock-up Provision: None |
| Dissenters' Rights: Yes | |
| Company: Encino State Bank | | Meeting Date: 09/17/2004 | | Proposal: Approve Merger Agreement |
| Acquirer: Boston Private Financial Holdings ("Boston Private") |
| Target: Encino State Bank ("Encino") |
| Terms: $25.25 in cash for each share of Encino |
| Equity Value of Transaction: Approximately $29.7 million |
| Fairness Opinion: Hoefer & Arnett, Inc |
| Accounting Treatment: Purchase |
| Tax Status: Taxable to shareholders |
| Walkaway Rights: Encino with pay Boston Private a $1.7 million break-up fee under certain circumstances, including if shareholders do not approve the merger and Encino enters into an agreement with respect to a superior proposal. |
| Dissenters' Rights: Yes | |
| Company: Leesport Financial Corp. | | Meeting Date: 09/15/2004 | | Proposal: Approve Merger Agreement |
| Acquirer: Leesport Financial Corp. ("Leesport") |
| Target: Madison Bancshares Group, Ltd. ("Madison") |
| Terms: 0.6028 shares of Leesport common stock per Madison share |
| Value of Transaction: Approximately $29.3 million, or $13.47 per share based on Leesport's current price |
| Fairness Opinion: Griffin Financial Group, LLC ("Griffin") |
| Accounting Treatment: Purchase |
| Tax Status: Tax-free to shareholders |
| Walkaway Rights: $3.0 million break-up fee |
| Lock-up Provision: None |
| Dissenters' Rights: No | |
| Company: Madison Bancshares Group, Ltd. | | Meeting Date: 09/15/2004 | | Proposal: Approve Merger Agreement |
| Acquirer: Leesport Financial Corp. ("Leesport") |
| Target: Madison Bancshares Group, Ltd. ("Madison") |
| Terms: 0.6028 shares of Leesport common stock per Madison share |
| Value of Transaction: Approximately $29.3 million, or $13.47 per share based on Leesport's current price |
| Fairness Opinion: Cedar Hill Advisors, LLC ("Cedar Hill") |
| Accounting Treatment: Purchase |
| Tax Status: Tax-free to shareholders |
| Walkaway Rights: $3.0 million break-up fee |
| Lock-up Provision: None |
| Dissenters' Rights: Yes | |
| Company: National Commerce Financial Corporation | | Meeting Date: 09/15/2004 | | Proposal: Approve Merger Agreement |
| Acquirer: SunTrust Banks, Inc. ("SunTrust") |
| Target: National Commerce Financial Corporation ("NCF") |
| Terms (approximate): $8.625 in cash and 0.3713 shares of SunTrust, or 0.5020 shares of SunTrust, per NCF share. The amount of cash payable is fixed at $1.8 billion |
| Value of Transaction: Approximately $6.9 billion, or $33.65 per share based on SunTrust's current price |
| Fairness Opinion: J.P.Morgan Securities Inc ("JPMorgan") and UBS Securities LLC ("UBS") |
| Accounting Treatment: Purchase |
| Tax Status: Tax-free to shareholders to the extent they receive SunTrust common stock |
| Walkaway Rights: $280 million break-up fee |
| Lock-up Provision: None |
| Dissenters' Rights: No | |
| Company: SunTrust Banks, Inc. | | Meeting Date: 09/15/2004 | | Proposal: Approve Merger Agreement |
| Acquirer: SunTrust Banks, Inc. ("SunTrust") |
| Target: National Commerce Financial Corporation ("NCF") |
| Terms (approximate): $8.625 in cash and 0.3713 shares of SunTrust, or 0.5020 shares of SunTrust, per NCF share. The amount of cash payable is fixed at $1.8 billion |
| Value of Transaction: Approximately $6.9 billion |
| Fairness Opinion: Goldman, Sachs & Co. ("Goldman Sachs") |
| Accounting Treatment: Purchase |
| Tax Status: Tax-free to shareholders to the extent they receive SunTrust common stock |
| Walkaway Rights: $280 million break-up fee |
| Lock-up Provision: None |
| Dissenters' Rights: No | |
| Company: New Century Financial Corp. | | Meeting Date: 09/15/2004 | | Proposal: Approve Merger Agreement |
| Acquirer: New Century REIT, Inc. |
| Target: New Century Financial Corp. |
| Transaction Description: New Century Financial will be converted into a REIT. New Century Financial stockholders will receive one share of New Century REIT common stock for each share of New Century Financial common stock they own. |
| Accounting Treatment: Recapitalization (reverse merger) |
| Fairness Opinion:Morgan Stanley & Co. Inc. ("Morgan Stanley") |
| Tax Status: Tax-free reorganization |
| Dissenters' Rights: No | |
| Company: The First Years Inc. | | Meeting Date: 09/14/2004 | | Proposal: Approve Merger Agreement |
| Acquirer: RC2 Corporation |
| Target: First Years Inc. |
| Terms: $18.60 in cash for each share of First Years common stock |
| Equity Value of Transaction: Approximately $156 million |
| Fairness Opinion: Goldman Sachs & Co. |
| Accounting Treatment: Purchase |
| Tax Status: Taxable to shareholders |
| Walkaway Rights: First Years will pay RC2 a $6.45 million break-up fee under certain circumstances, including if First Years agrees to accept a superior proposal. |
| Lock-up Provision: No |
| Dissenters' Rights: No | |
| Company: Texas United Bancshares, Inc | | Meeting Date: 09/14/2004 | | Proposal: Approve Merger Agreement |
| Acquirer: Texas United Bancshares, Inc. |
| Target: GNB Bancshares, Inc. |
| Terms: Under the terms of the agreement, GNB Bancshares shareholders will receive approximately 1,415,384 shares of Texas United common stock, subject to adjustment, and $18.4 million in cash. |
| Value of Transaction: The transaction is valued at approximately $43 million based on Texas United closing price of $17.39 per share as of Aug. 24, 2004. |
| Fairness Opinion: Hoefer & Arnett, Inc. |
| Accounting Treatment: Purchase |
| Tax Status: Tax-free to shareholders |
| Walkaway Rights: GNB Bancshares must pay Texas United a $1.0 million break-fee if the merger agreement is terminated under certain circumstances, including GNB Bancshares' acceptance of a superior third party offer. GNB Bancshares may terminate the merger agreement if Texas United's average share price for the 20 consecutive trading days ending on and including the tenth trading day prior to closing date falls below $18.00. However, Texas United may nullify such termination right of GNB Bancshares to by increasing the number of shares of common stock that Texas United will issue to GNB Bancshares shareholders to a number determined by multiplying (1) the quotient of $18.00 divided by the average share price; and (2) the exchange ratio. |
| Dissenters' Rights: N/A | |
| Company: Bank Of Astoria | | Meeting Date: 09/14/2004 | | Proposal: Approve Merger Agreement |
| Acquirer: Columbia Banking System, Inc. ("Columbia") |
| Target: Bank of Astoria |
| Terms: Columbia will issue 1,277,750 shares of common stock and pay $18,180,586 in cash for all outstanding shares of Bank of Astoria. Shareholders may elect to receive cash, shares or a mix, subject to allocation, so that the company issues the above shares and cash. |
| Value of Transaction: Approximately $46.8 million, or a blended price of approximately $19.82 per share based on Columbia's current price as of Aug. 26, 2004 |
| Fairness Opinion: Sandler O'Neill & Partners, LP |
| Accounting Treatment: Purchase |
| Tax Status: Tax-free to shareholders on the merger consideration paid in shares and taxable to shareholders on the cash portion. |
| Walkaway Rights: $1.5 million break-up fee payable by Astoria under certain circumstances |
| Lock-up Provision: None |
| Dissenters' Rights: Yes | |
| Company: Central Pacific Financial Corp. | | Meeting Date: 09/13/2004 | | Proposal: Approve Merger Agreement |
| Acquirer: Central Pacific Financial Corp. ("CPF") |
| Target: CB Bancshares , Inc. ("CBBI") |
| Terms: Either (1) cash consideration of $20.00 cash plus 2.6752 times the 10-day average closing price of CPF prior to closing (the "measuring price"), or (2) CPF shares equal to the cash consideration divided by the measuring price. |
| Value of Transaction: Approximately $412.5 million equity value, or $93.03 per share based on CPF's current price |
| Fairness Opinion: Bear, Stearns & Co. Inc. ("BSC") |
| Accounting Treatment: Purchase |
| Tax Status: Taxable / Tax-free to shareholders |
| Walkaway Rights: Taxable to CBBI shareholders to the extent they receive the cash consideration |
| Lock-up Provision: None |
| Dissenters' Rights: Yes, under HI law | |
| Company: Saxon Capital Inc. | | Meeting Date: 09/13/2004 | | Proposal: Approve Merger Agreement |
| Acquirer: Saxon REIT, Inc. |
| Target: Saxon Capital Inc. |
| Terms: One share of Saxon REIT common stock per Saxon share and cash per share in the $3.04 to $4.26 range, if all options and warrants are exercised prior to closing ($100 to $140 million in cash) |
| Value of Transaction: Approximately $719 million based on the market price as of Aug. 23, 2004 |
| Fairness Opinion: None |
| Accounting Treatment: Purchase |
| Tax Status: Shareholders may recognize gain upon the exchange of their shares of Saxon Capital common stock for shares of Saxon REIT common stock and cash. If the sum of the fair market value of the Saxon REIT common stock and the amount of cash shareholders receive in exchange for their shares of Saxon Capital common stock exceeds the adjusted basis of their shares of Saxon Capital common stock, they will recognize taxable gain equal to the lesser of the amount of such excess or the amount of cash received in the exchange. |
| Walkaway Rights: Either Saxon REIT or Saxon Capital may terminate the merger if the merger is not completed by Dec. 31, 2004 or shareholders fail to approve the merger |
| Dissenters' Rights: No | |
| Company: CB Bancshares, Inc. | | Meeting Date: 09/13/2004 | | Proposal: Approve Merger Agreement |
| Acquirer: Central Pacific Financial Corp. ("CPF") |
| Target: CB Bancshares , Inc. ("CBBI") |
| Terms: Either (1) cash consideration of $20.00 cash plus 2.6752 times the 10-day average closing price of CPF prior to closing (the "measuring price"), or (2) CPF shares equal to the cash consideration divided by the measuring price. |
| Value of Transaction: Approximately $412.5 million equity value, or $93.03 per share based on CPF's current price |
| Fairness Opinion: Sandler O'Neill & Partners, L.P. ("SOP") |
| Accounting Treatment: Purchase |
| Tax Status: Taxable to CBBI shareholders to the extent they receive the cash consideration |
| Walkaway Rights: $12.5 million break-up fee |
| Lock-up Provision: None |
| Dissenters' Rights: Yes, under HI law | |
| Company: Safeguard Scientifics, Inc. | | Meeting Date: 08/19/2004 | | Proposal: Approve Merger Agreement |
| Acquirer: Platinum Equity Capital Partners, L.P. ("Platinum") |
| Target: Compucom Systems, Inc. ("Compucom") |
| Terms: $4.60 in cash per share of Compucom common stock, and $10.00 in cash per share of Compucom preferred stock |
| Value of Transaction: Approximately $246.6 million in aggregate; $127.9 million payable to Safeguard Scientifics, Inc. ("Safeguard") |
| Fairness Opinion: Robert W. Baird & Co. ("Robert Baird") |
| Accounting Treatment: Purchase (Safeguard will recognize this transaction as a sale of its Compucom interest. Safeguard estimates that it will record an impairment charge of approximately $21 million in the 2Q of 2004.) |
| Tax Status: Taxable for Safeguard, but should have no direct tax effects for Safeguard's shareholders |
| Walkaway Rights: $8.88 million break-up fee (maximum payable by Compucom). Safeguard may be liable to pay a break-up fee up to $4 million under certain circumstances. |
| Lock-up Provision: Not applicable |
| Dissenters' Rights: No. Safeguard waived its appraisal rights. | |
| Company: Sun Bancorp, Inc. | | Meeting Date: 09/09/2004 | | Proposal: Approve Merger Agreement |
| Acquirer: Omega Financial Corporation ("Omega") |
| Target: Sun Bancorp, Inc. ("Sun") |
| Terms: $23.25 in cash or 0.664 shares of Omega common stock per Sun share |
| Value of Transaction (equity, excluding options): Approximately $163.3 million, or $21.19 per share based on Omega's current price |
| Fairness Opinion: Keefe, Bruyette & Woods ("KBW") |
| Accounting Treatment: Purchase |
| Tax Status: Tax-free to shareholders, except for the cash portion of the consideration |
| Walkaway Rights: $8 million break-up fee |
| Lock-up Provision: None |
| Dissenters' Rights: No | |
| Company: CompuCom Systems, Inc. | | Meeting Date: 08/19/2004 | | Proposal: Approve Merger Agreement |
| Acquirer: Platinum Equity Capital Partners, L.P. ("Platinum") |
| Target: CompuCom Systems, Inc. ("Compucom") |
| Terms: $4.60 in cash per common share, and $10.00 in cash per share of preferred stock |
| Value of Transaction: Approximately $246.6 million |
| Fairness Opinion: Houlihan Lokey Howard & Zukin ("Houlihan Lokey") |
| Accounting Treatment: Purchase |
| Tax Status: Taxable |
| Walkaway Rights: $8.88 million break-up fee (maximum amount payable) |
| Lock-up Provision: Not applicable |
| Dissenters' Rights: Yes. Safeguard Scientifics, Inc. ("Safeguard"), the holder of 48.9 percent of Compucom's common stock and the sole holder of the company's preferred stock, has waived its appraisal rights | |
| Company: Slippery Rock Financial Corp. | | Meeting Date: 09/09/2004 | | Proposal: Approve Merger Agreement |
| Acquirer: F.N.B. Corp. ("FNB") |
| Target: Slippery Rock Financial Corp. ("Slippery Rock") |
| Terms: 1.41 shares of FNB common stock per Slippery Rock common share or $28.00 per Slippery Rock share in cash. |
| Equity Value of Transaction: Approximately $77.1 million based on a blended offer price of $28.16 per Slippery Rock share (See "Exchange Ratio" section below) and the company's shares outstanding on record date. |
| Fairness Opinion: Griffin Financial Group, LLC ("Griffin") |
| Accounting Treatment: Purchase |
| Tax Status: Cash portion of consideration taxable to shareholders |
| Walkaway Rights: Slippery Rock may terminate the merger if the average closing price of FNB common stock during a specified period before receipt of the last required regulatory approval of the merger is less than $15.38 and FNB common stock underperforms the Nasdaq Bank Index by a specified amount. Slippery Rock must pay FNB a $4,250,000 break-up fee if, among other reasons, Slippery Rock terminates the merger in order to enter into a superior acquisition transaction. |
| Lock-up Provision: None |
| Dissenters' Rights: Yes | |
| Company: Omega Financial Corp. | | Meeting Date: 09/09/2004 | | Proposal: Approve Merger Agreement |
| Acquirer: Omega Financial Corporation ("Omega") |
| Target: Sun Bancorp, Inc. ("Sun") |
| Terms: $23.25 in cash or 0.664 shares of Omega common stock per Sun share |
| Value of Transaction (equity, excluding options): Approximately $163.3 million, or $21.19 per share based on Omega's current price |
| Fairness Opinion: Sandler O'Neill & Partners, L.P. ("Sandler") |
| Accounting Treatment: Purchase |
| Tax Status: Tax-free to shareholders, except for the cash portion of the consideration |
| Walkaway Rights: $8 million break-up fee |
| Lock-up Provision: None |
| Dissenters' Rights: No | |
| Company: Boyd Bros.Transportation, Inc. | | Meeting Date: 09/08/2004 | | Proposal: Approve Merger Agreement |
| Acquirers: BBT Acquisition Corp. ("BBT") |
| Target: Boyd Bros. Transportation, Inc. ("Boyd") |
| Terms: $9.18 in cash for each share of Boyd not currently owned by the BBT |
| Value of Transaction: Approximately $9.26 million |
| Fairness Opinion: Legg Mason Wood Walker, Inc. ("Legg Mason") |
| Accounting Treatment: Purchase |
| Tax Status: Taxable to shareholders |
| Walkaway Rights: If the merger agreement is terminated prior to the effective time of the merger, Boyd will reimburse the BBT for their out-of-pocket fees and expenses incurred in connection with the merger agreement. However, the merger agreement may be terminated by mutual written consent. |
| Dissenters' Rights: Yes | |
| Company: FNB Financial Corp. | | Meeting Date: 09/08/2004 | | Proposal: Approve Merger Agreement |
| Acquirer: First Citizens Banc Corp (First Citizens) |
| Target: FNB Financial Corp. (FNB) |
| Terms: FNB common shareholders will receive either 2.62 common shares of First Citizens or $72.00 per share in cash or a combination of First Citizens shares and cash. |
| Equity Value of Transaction: Approximately $32.1 million based on a blended offer price of $64.19 per FNB share (See "Exchange Ratio" section below) and the company's outstanding shares as of record date |
| Fairness Opinion: Friedman, Billings, Ramsey & Co., Inc. (FBR) |
| Accounting Treatment: Purchase |
| Tax Status: Cash portion of consideration taxable to shareholders |
| Walkaway Rights: If the market price of First Citizens common shares falls below $21.50 per share during a measuring period prior to closing of the merger, First Citizens will have the right to increase the number of shares to be received by FNB shareholders in the merger to offset the amount by which the market price is below $21.50. If First Citizens chooses not to make such an adjustment, FNB's directors will have the right to terminate the merger. According to a March 4, 2004 Bloomberg Business News article, FNB has agreed to pay First Citizens a $1.5 million break-up fee upon the occurrence of certain events. |
| Lock-up Provision: None |
| Dissenters' Rights: Yes | |
| Company: Outdoor Channel Holdings, Inc. | | Meeting Date: 09/08/2004 | | Proposal: Issue Shares in Connection with an Acquisition |
| Acquirer: Outdoor Channel Holdings Inc. ("Holdings") |
| Target: The Outdoor Channel ("TOC") |
| Terms: TOC shareholders will receive 0.65 shares of Holdings' common stock for each share of TOC held. Additionally, holders of options to purchase shares of TOC stock will receive an option to purchase 0.65 shares of Holdings stock for each TOC option held. The exercise price per share of Holdings stock issuable under each option to purchase shares of common stock of TOC will equal the per share exercise price of the TOC common stock purchasable under the TOC Option divided by 0.65. |
| Value of Transaction: Approximately $81 million consisting of $41 million for shares of Holdings to be issued in exchange for TOC shares or $21.775 per share based on Holdings' closing price on August 20, 2004, and $40 million for the assumption of TOC options. |
| Fairness Opinion: BIA Financial Network |
| Accounting Treatment: Purchase |
| Tax Status: Tax-free to shareholders |
| Walkaway Rights: TOC will pay Holdings a $5,000,000 break-up fee under certain circumstances, including if TOC agrees to accept a superior proposal. |
| Dissenters' Rights: No | |
| Company: Catalyst International, Inc. | | Meeting Date: 09/02/2004 | | Proposal: Approve Merger Agreement |
| Acquirer: ComVest Investment Partners ("ComVest") |
| Target: Catalyst International, Inc. ("Catalyst") |
| Terms: $2.50 in cash for each share of Catalyst common stock |
| Value of Transaction: Approximately $22.3 million plus assumption of approximately $5.7 million in Catalyst's debt |
| Fairness Opinion: CIBC World Markets Corp. |
| Accounting Treatment: Purchase |
| Tax Status: Taxable to shareholders |
| Walkaway Rights: Catalyst must pay ComVest a $1.25 million break-up fee plus expenses of up to $500,000 under certain circumstances, including if Catalyst withdraws its recommendation to stockholders to vote in favor of the merger. |
| Dissenters' Rights: Yes | |
| Company: Southern Community Bancorp | | Meeting Date: 08/23/2004 | | Proposal: Approve Merger Agreement |
| Acquirer: First National Bankshares Inc (FLB) |
| Target:Southern Community Bancorp |
| Terms: 1.6686 shares of First National common stock per Southern Community share |
| Value of Transaction: Approximately $209 million, or $29.23 per share based on FLB's closing price of $17.52 on March 19, 2004. |
| Fairness Opinion: SunTrust Robinson Humphrey |
| Accounting Treatment: Purchase |
| Tax Status: Tax-free to shareholders |
| Walkaway Rights: $7.5 million break-up fee payable by Southern Community for termination due to a superior proposal or payable by FLB if FLB shareholders do not approve the merger. The merger may be terminated by Southern Community if the average price of FLB during the twenty trading days preceding the date on which all regulatory and shareholder approvals are obtained is less than $14.56. |
| Dissenters' Rights: Yes | |
| Company: First National Bankshares Inc (FLA) | | Meeting Date: 08/26/2004 | | Proposal: Approve Merger Agreement |
| Acquirer: First National Bankshares Inc (FLB) |
| Target: Southern Community Bancorp |
| Terms: 1.6686 shares of First National common stock per Southern Community share |
| Value of Transaction: Approximately $209 million, or $29.23 per share based on FLB's closing price of $17.52 on March 19, 2004. |
| Fairness Opinion: Keefe, Bruyette & Woods, Inc (KBW) |
| Accounting Treatment: Purchase |
| Tax Status: Tax-free to shareholders |
| Walkaway Rights: $7.5 million break-up fee payable by Southern Community for termination due to a superior proposal or payable by FLB if FLB shareholders do not approve the merger. The merger may be terminated by Southern Community if the average price of FLB during the twenty trading days preceding the date on which all regulatory and shareholder approvals are obtained is less than $14.56. |
| Dissenters' Rights: No | |
| Company: Information Holdings Inc. | | Meeting Date: 08/31/2004 | | Proposal: Approve Merger Agreement |
| Acquirer: The Thomson Corp. ("Thomson") |
| Target: Information Holdings Inc. |
| Terms: $28.00 in cash for each share of Information Holdings |
| Value of Transaction: Approximately $592 million |
| Fairness Opinion: Morgan Stanley & Co. |
| Accounting Treatment: Purchase |
| Tax Status: Taxable to shareholders |
| Walkaway Rights: Information Holdings will pay Thomson a $20 million break-up fee under certain circumstances, including if Information Systems withdraws its recommendation that shareholders approve the merger agreement or recommends an alternative proposal. |
| Dissenters' Rights: Yes | |
| Company: Photo Control Corp. | | Meeting Date: 08/31/2004 | | Proposal: Approve Merger Agreement |
| Acquirer:Photo Control Corp. (Photo) |
| Target: Nature Vision, Inc. (Nature) |
| Terms: 0.58137 shares of photo common stock per Nature common share |
| Equity Value of Transaction: Approximately $4.6 million on a fully diluted basis, or $1.22 per Nature share based on Photo's stock price of $2.10 as of Aug. 10, 2004. |
| Fairness Opinion: Goldsmith, Agio, Helms Securities, Inc. (GAHS) |
| Accounting Treatment: Purchase |
| Tax Status: Tax-free to shareholders |
| Walkaway Rights: If Photo terminates the merger due to a superior proposal, then Photo must pay Nature a termination fee of $125,000 and reimburse its expense incurred in connection with the merger up to a maximum of $100,000 |
| Lock-up Provision: None |
| Dissenters' Rights: Nature shareholders have dissenters' rights | |
| Company: North Fork Bancorporation, Inc. | | Meeting Date: 08/31/2004 | | Proposal: Approve Merger Agreement |
| Acquirer: North Fork Bancorporation ("NFB") |
| Target: GreenPoint Financial Corp. ("GPT") |
| Terms: Fixed 1.0514 shares of NFB common stock per GPT share |
| Value of Transaction: Approximately $5.3 billion, or $40.20 per share based on NFB's current price of $38.23 |
| Fairness Opinion: Sandler O'Neill & Partners, L.P. ("SOP") |
| Accounting Treatment: Purchase |
| Tax Status: Tax-free to shareholders |
| Walkaway Rights: $220 million break-up fee |
| Lock-up Provision: None |
| Dissenters' Rights: No | |
| Company: First Community Corp. (SC) | | Meeting Date: 08/31/2004 | | Proposal: Approve Merger Agreement |
| Acquirer: First Community Corporation |
| Target: DutchFork Bancshares, Inc. |
| Terms: Either $42.75 in cash or 1.78125 shares of First Community common stock per DutchFork share, or a combination of cash and stock, subject to a 60-percent stock proration |
| Value of Transaction: Approximately $46.2 million, or $41.04 per share, based on: (1) First Community's current price as of Aug. 4, 2004; (2) DutchFork's 1,125,981 share outstanding as of record date; and (3) a 40-percent/ 60-percent mix of cash and stock. |
| Fairness Opinion: Orr Investments, Inc. (The Orr Group) |
| Accounting Treatment: Purchase |
| Tax Status: The merger is expected to qualify as tax-free reorganization |
| Walkaway Rights: DutchFork may be obligated to pay First Community a break-up fee up to $2.0 million if the merger is terminated under certain circumstances, including DutchFork's acceptance of a superior third party competing offer. |
| Dissenters' Rights: Yes | |
| Company: Dutchfork Bancshares Inc. | | Meeting Date: 08/31/2004 | | Proposal: Approve Merger Agreement |
| Acquirer: First Community Corporation |
| Target: DutchFork Bancshares, Inc. |
| Terms: Either $42.75 in cash or 1.78125 shares of First Community common stock per DutchFork share, or a combination of cash and stock, subject to a 60-percent stock proration |
| Value of Transaction: Approximately $46.2 million, or $41.04 per share, based on: (1) First Community's current price as of Aug. 4, 2004; (2) DutchFork's 1,125,981 share outstanding as of record date; (3) a 40-percent/ 60-percent mix of cash and stock; |
| Fairness Opinion: Sandler O'Neill & Partners, L.P. |
| Accounting Treatment: Purchase |
| Tax Status: Taxable for the cash portion; the merger is expected to qualify as tax-free reorganization |
| Walkaway Rights: DutchFork may be obligated to pay First Community a break-up fee up to $2.0 million if the merger is terminated under certain circumstances, including DutchFork's acceptance of a superior third party competing offer. |
| Dissenters' Rights: Yes | |
| Company: Millstream Acquisition Corporation | | Meeting Date: 08/30/2004 | | Proposal: Approve Merger Agreement |
| Acquirer: Millstream Acquisition Corporation ("Millstream") |
| Target: NationsHealth Holdings, L.L.C. ("NationsHealth") |
| Terms: See Transaction Description below for further details |
| Fairness Opinion: None |
| Accounting Treatment: Purchase |
| Tax Status: The stock portion of the transaction is tax-free to UnitedHealth shareholders; the cash portion is taxable |
| Walkaway Rights: Millstream will have to pay NationsHealth a break fee of $1.0 million if the merger is terminated under certain circumstances |
| Lock-up Provision: 180-day lock-up for RGGPLS Holding, GRH Holdings and Becton, Dickinson and Company; in each of the next three succeeding 180-day periods each of them may sell up to 25 percent of their merger securities |
| Dissenters' Rights: No | |
| Company: GreenPoint Financial Corp. | | Meeting Date: 08/30/2004 | | Proposal: Approve Merger Agreement |
| Acquirer: North Fork Bancorporation ("NFB") |
| Target: GreenPoint Financial Corp. ("GPT") |
| Terms: Fixed 1.0514 shares of NFB common stock per GPT share |
| Value of Transaction: Approximately $5.3 billion, or $40.20 per share based on NFB's current price of $38.23 |
| Fairness Opinion: Lehman Brothers, Inc. ("Lehman") and Keefe, Bruyette & Woods, Inc. ("KBW") |
| Accounting Treatment: Purchase |
| Tax Status: Tax-free to shareholders |
| Walkaway Rights: $220 million break-up fee |
| Lock-up Provision: None |
| Dissenters' Rights: No | |
| Company: BHA Group Holdings, Inc. | | Meeting Date: 08/27/2004 | | Proposal: Approve Merger Agreement |
| Acquirer: General Electric Company (GE) |
| Target: BHA Group Holdings, Inc. (BHA) |
| Terms: $38.00 in cash per BHA common share |
| Value of Transaction: Approximately $ 238 million |
| Fairness Opinion: Allen & Co. LLC and Robert W. Baird & Co. Inc. |
| Accounting Treatment: Purchase |
| Tax Status: Taxable |
| Walkaway Rights: The company will be required to pay GE $8 million break-up fee if the merger is terminated under certain circumstances generally involving an alternative takeover proposal. |
| Lock-up Provision: None |
| Dissenters' Rights: Yes | |
| Company: Ross Systems, Inc. | | Meeting Date: 08/25/2004 | | Proposal: Approve Merger Agreement |
| Acquirer: chinadotcom Corp. |
| Target: Ross Systems, Inc. (Ross) |
| Terms: $17.00 per Ross share in cash or a combination of cash and stock with a combined value of $19.00 per share. The company estimates that chinadotcom will issue a maximum of approximately 5.4 million chinadotcom common shares in the merger. See "Exchange Ratio" section below. |
| Equity Value of Transaction: Approximately $64.5 million, based on an offer price of $19.00 per share and Ross's common shares outstanding as of record date. This value includes the conversion of the 500,000 shares of Series A preferred stock. |
| Fairness Opinion: Broadview International, LLC |
| Accounting Treatment: Purchase |
| Tax Status: Generally taxable to shareholders |
| Walkaway Rights: If the merger is terminated under specified circumstances including not obtaining shareholder approval of the merger or the board recommends or approves any third party acquisition proposal, Ross may be required to pay to chinadotcom a termination fee of $1,350,000 and reimburse chinadotcom for all expenses incurred by chinadotcom in connection with the merger agreement and the merger, with these expenses not to exceed $750,000. |
| Lock-up Provision: None |
| Dissenters' Rights: Yes | |
| Company: Carey Institutional Properties Inc. | | Meeting Date: 08/24/2004 | | Proposal: Approve Merger Agreement |
| Acquirer: Corporate Property Associates 15 Incorporated ("CPA:15") |
| Target: Carey Institutional Properties Incorporated ("CIP") |
| Terms: 1.09 shares of CPA:15 or, under certain circumstances, $10.90 per CIP share. Only CIP shareholders of record on or before June 4, 2004, are eligible to receive cash. |
| Value of Transaction: Approximately $ 315.1 million |
| Fairness Opinion: Morgan Joseph & Co., Inc ("Morgan Joseph") |
| Accounting Treatment: Purchase |
| Tax Status: Non-taxable reorganization (two alternative structures: "merger structure" and "alternate structure") |
| Walkaway Rights: No termination fees |
| Lock-up Provision: None, except for those parties deemed to be affiliates of CIP |
| Dissenters' Rights: Yes | |
| Company: Corporate Property Associates 15 Incorported | | Meeting Date: 08/24/2004 | | Proposal: Approve Merger Agreement |
| Acquirer: Corporate Property Associates 15 Incorporated ("CPA:15") |
| Target: Carey Institutional Properties Incorporated ("CIP") |
| Terms: 1.09 shares of CPA:15 or, under certain circumstances, $10.90 per CIP share. Only CIP shareholders of record on or before June 4, 2004, are eligible to elect to receive cash. |
| Value of Transaction: Approximately $315.1 million |
| Fairness Opinion: Legg Mason Wood Walker, Incorporated ("Legg Mason") |
| Accounting Treatment: Purchase |
| Tax Status: Non-taxable reorganization (two alternative structures: merger structure and alternate structure) |
| Walkaway Rights: No termination fees |
| Lock-up Provision: None, except for those parties deemed to be "affiliates" of CIP |
| Dissenters' Rights: Yes, under either transaction structure, for CIP shareholders. Yes for CPA:15 shareholders if the alternate structure is implemented. | |
| Company: Charter One Financial, Inc. | | Meeting Date: 08/23/2004 | | Proposal: Approve Merger Agreement |
| Acquirer: Citizens Financial Group, Inc. |
| Target: Charter One Financial, Inc. |
| Terms: $44.50 in cash per Charter One share |
| Value of Transaction: Approximately $10.5 billion |
| Fairness Opinion: Lehman Brothers, Inc. |
| Accounting Treatment: Purchase |
| Tax Status: Taxable to shareholders |
| Walkaway Rights: Charter One will have to pay Citizens a $500 million termination fee (equivalent to approximately 4.8 percent of the transaction value) under certain circumstances, including if Charter One shareholders fail to approve the merger and Charter One accepts a competing third party offer. In addition, Charter One may be required to reimburse Citizens for all charges and expenses up to $40 million if the merger is terminated under certain circumstances. |
| Dissenters' Rights: Yes | |
| Company: US Oncology. Inc. | | Meeting Date: 08/20/2004 | | Proposal: Approve Merger Agreement |
| Acquirer: Welsh, Carson, Anderson & Stowe IX, L.P. (Welsh Carson) |
| Target: US Oncology, Inc. (US Oncology) |
| Terms: Each US Oncology common share will be exchanged for $15.05 in cash |
| Value of Transaction: Approximately $1.3 billion, based on the $15.05 cash offer price and US Oncology's record date number of outstanding shares not held by Welsh Carson or the continuing investors and the assumption of approximately $190 million in debt |
| Fairness Opinion: Merrill Lynch & Co. (Merrill Lynch) |
| Accounting Treatment: Purchase |
| Tax Status: Taxable to US Oncology shareholders |
| Walkaway Rights: $12 million break-up fee, payable by US Oncology under certain circumstances, including to pursue a competing offer. However, either party may terminate the merger without penalty by mutual written consent. |
| Dissenters' Rights: Yes | |
| Company: Madison Bancshares, Inc. | | Meeting Date: 08/17/2004 | | Proposal: Approve Merger Agreement |
| Acquirer: Whitney Holding Corp. |
| Target: Madison Bancshares, Inc. |
| Terms: $29.89 in cash or the equivalent of $29.89 in shares of Whitney common stock per Madison share subject to a 35 percent cash proration. |
| Value of Transaction: Approximately $65.4 million |
| Fairness Opinion: Hovde Financial LLC |
| Accounting Treatment: Purchase |
| Tax Status: Taxable to shareholders for the cash consideration |
| Walkaway Rights: $3.3 million break-up fee for termination due to a superior proposal |
| Dissenters' Rights: Yes | |
| Company: Canaan National Bancorp, Inc. | | Meeting Date: 08/17/2004 | | Proposal: Approve Merger Agreement |
| Acquirer: Salisbury Bancorp, Inc. (Salisbury) |
| Target: Canaan National Bancorp, Inc. (Canaan) |
| Terms: 1.3371 shares of Salisbury common stock and $31.20 in cash per Canaan common share |
| Value of Transaction: Approximately $15.17 million, or $85.49 per share based on Salisbury's current price of $79.00 as of Aug. 6, 2004 and Canaan's record date number of outstanding shares |
| Fairness Opinion: HAS Associates, Inc. (HAS) |
| Accounting Treatment: Purchase |
| Tax Status: Taxable to Canaan shareholders with respect to the cash portion of the merger consideration and tax-free to Canaan shareholders with respect to the stock portion of the merger consideration |
| Walkaway Rights: $400,000 break-up fee, payable by either party if the merger agreement is terminated under certain circumstances. In the event the merger agreement is terminated by: (1) Canaan in order to pursue a competing offer or (2) Salisbury or Canaan due to the other party's willful material breach of a representation, warranty, covenant or other agreement contained in the merger agreement, the breaching party shall pay all documented reasonable costs of the other party up to $400,000, plus a breakup fee of $500,000. |
| Lock-up Provision: Canaan has granted Salisbury a stock option to purchase up to 48,000 shares of Canaan common stock at 55.00 per share. The option is only exercisable under certain circumstances and is intended to deter competing offers. |
| Dissenters' Rights: Yes | |
| Company: Western Ohio Financial Corp. | | Meeting Date: 08/17/2004 | | Proposal: Approve Merger Agreement |
| Acquirer: WesBanco, Inc. |
| Target: Western Ohio Financial Corp. ("Western Ohio") |
| Terms: Stockholders may elect to receive either $35 per share in cash or 1.18 shares of WesBanco common stock per Western Ohio share, subject to certain limitations and possible adjustments (see "Exchange Ratio" section below) |
| Value of Transaction: Approximately $61.2 million, or a blended price of $33.80 per share using WesBanco's current price as of July 27, 2004 |
| Fairness Opinion: Friedman Billings Ramsey & Co., Inc. ("FBR") |
| Accounting Treatment: Purchase |
| Tax Status: Taxable to shareholders on the cash consideration |
| Walkaway Rights: $2.5 million break-up fee payable by Western Ohio mainly in the event the board decides to pursue a superior offer. |
| Lock-up Provision: No |
| Dissenters' Rights: Yes | |
| Company: Grand Toys International, Inc. | | Meeting Date: 08/13/2004 | | Proposal: Approve Merger Agreement |
| Acquirer: Grand Toys International Ltd. (Grand HK) |
| Target: Grand Toy International, Inc. (Grand US) |
| Terms: All of the outstanding common stock of Grand US would be converted into Grand HK American depositary shares (ADSs) and will be evidenced by American depositary receipts (ADRs). See Transaction Description below. |
| Fairness Opinion: Empire Valuation Consultants, LLC (Empire) |
| Accounting Treatment: Purchase |
| Tax Status: Tax-free to shareholders |
| Dissenters' Rights: No | |
| Company: PanAmSat Corp. (New) | | Meeting Date: 08/13/2004 | | Proposal: Approve Merger Agreement |
| Acquirer: Constellation, LLC, whose members are investment funds affiliated with Kohlberg Kravis Roberts & Co. L.P. (KKR) |
| Target: PanAmSat Corp. |
| Terms: $23.50 per common share in cash |
| Equity Value of Transaction: Approximately $3.5 billion (including The DIRECTV Group's ownership of 80.4 percent) |
| Fairness Opinion: Evercore Group, Inc. (Evercore) |
| Accounting Treatment: Purchase |
| Tax Status: Taxable to shareholders |
| Walkaway Rights: $100 million break-up fee if the merger is terminated under certain circumstances including approval of a superior proposal |
| Lock-up Provision: None |
| Dissenters' Rights: Yes | |
| Company: Tularik, Inc. | | Meeting Date: 08/12/2004 | | Proposal: Approve Merger Agreement |
| Acquirer: Amgen Inc. ("Amgen") |
| Target: Tularik Inc. ("Tularik") |
| Terms: A fraction of a share of Amgen common stock per Tularik share (as described below) |
| Value of Transaction: Approximately $1.8 billion equity value (excluding options and including the 20 percent of Tularik Amgen already owns), or $26.16 per share based on Amgen’s closing price on July 20, 2004 of $57.00 per share, an exchange ratio of 0.459x and 67.7 million Tularik shares outstanding as of June 25, 2004 |
| Fairness Opinion: Goldman, Sachs & Co. ("Goldman") |
| Accounting Treatment: Purchase accounting. Reverse triangular merger legal structure. |
| Tax Status: Tax-free to Tularik shareholders |
| Walkaway Rights: Tularik may not solicit, but may enter into a "superior" alternative transaction via a "fiduciary out" provision, subject to a $50 million breakup fee |
| Lock-up Provision: No lock-up option |
| Dissenters' Rights: None under Delaware state law | |
| Company: Lason, Inc. | | Meeting Date: 08/11/2004 | | Proposal: Approve Merger Agreement |
| Acquirer: Charter Lason, Inc. |
| Target: Lason, Inc. |
| Terms: $0.125 in cash per Lason share |
| Value of Transaction: Approximately $3.5 million and the repayment of $24.9 million in debt |
| Fairness Opinion: Brown Gibbons Lang & Company (BGL) |
| Accounting Treatment: Purchase |
| Tax Status: Taxable to shareholders |
| Walkaway Rights: $1.5 million break-up fee payable by Larson for termination due to non-shareholder approval or a superior proposal. |
| Dissenters' Rights: Yes | |
| Company: London Financial Corp. | | Meeting Date: 08/06/2004 | | Proposal: Approve Merger Agreement |
| Acquirer: Camco Financial Corp. |
| Target: London Financial Corp. |
| Terms: $26.50 in cash or 1.56342 shares of Camco common stock per London Financial share |
| Value of Transaction: Approximately $8.7 million, or $24.62 per share based on Camco's current price as of July 16, 2004 and a 50%/ 50% mix of cash and stock |
| Fairness Opinion: Keefe, Bruyette & Woods, Inc. (KBW) |
| Accounting Treatment: Purchase |
| Tax Status: Taxable for the cash portion; merger is expected to qualify as tax-free reorganization |
| Walkaway Rights: $450,000 break-up fee payable by London Financial for termination due to a superior proposal. |
| Dissenters' Rights: Yes | |
| Company: North Bancshares, Inc. | | Meeting Date: 08/06/2004 | | Proposal: Approve Merger Agreement |
| Acquirer: Diamond Bancorp, Inc. |
| Target: North Bancshares, Inc. |
| Terms: $22.75 per share in cash |
| Value of Transaction: Approximately $23.5 million for the 1,033,524 issued and outstanding shares as of the record date (excluding the 111,171 shares held by affiliates of Diamond) and $365,000 as payment for outstanding stock options which will not be exercised prior to the closing of the merger. |
| Fairness Opinion: Keefe, Bruyette & Woods, Inc. ("KBW") |
| Accounting Treatment: Purchase |
| Tax Status: Taxable to shareholders |
| Walkaway Rights: $1.75 million break-up fee payable by Diamond under certain circumstances including if the board decides to enter into a superior proposal. |
| Lock-up Provision: No |
| Dissenters' Rights: Yes | |
| Company: SSP Solutions Inc. | | Meeting Date: 08/05/2004 | | Proposal: Approve Merger Agreement |
| Acquirer: SAFLINK Corp. (SAFLINK) |
| Target: SSP Solutions, Inc. (SSP) |
| Terms: 0.6 shares of SAFLINK common stock per SSP common share |
| Value of Transaction: Approximately $104 million, or $1.81 per share based on SAFLINK's current price |
| Fairness Opinion: Wedbush Morgan Securities Inc. (Wedbush Morgan) |
| Accounting Treatment: Purchase |
| Tax Status: Tax-free to SSP shareholders |
| Walkaway Rights: $2 million break-up fee, payable by either party under certain circumstances. However, either SAFLINK or SSP may terminate the merger without penalty by mutual consent. |
| Dissenters' Rights: Yes | |
| Company: SAFLINK Corporation | | Meeting Date: 08/05/2004 | | |
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