SI International, Inc. (SINT) - Serco Group plc

Preliminary Proxy Statement Filed

SINT filed the initial proxy statement for this transaction with the SEC yesterday, September 18, 2008.

The proxy discloses that the Exon-Florio notification had not been filed as of yesterday. It remains the expectation of this publication that CFIUS consent will not be extremely difficult given recent CFIUS habits, including, but not limited to, Serco's acquisition of Resources Consultants three years ago. While it would not be terribly surprising to see a re-filing it this case, it is more likely that this deal will receive Exon-Florio approval within the initial 30-day investigation period. Details of this review will be posted when available.

The proxy also discloses that the HSR waiting period associated with this transaction expires on October 16, 2008. The companies have formally requested early termination, which will probably be granted due to the complete lack of any competition issues in this combination.

The projected closing time frame continues to be late-November / early-December, assuming the Exon-Florio notification is submitted within the next four weeks.

*International Rectifier (IRF) - Vishay Intertechnology (VSH)

Initial Analysis

This appears to be yet another unsolicited offer situation where VSH is attempting to take advantage of a cyclical decline in IRF's market value (and/or the market in general, rather than putting forth a good faith and adequate offer.

IRF is clearly worth more than $23 per share. Even under the current market conditions, it is extremely difficult to believe IRF shareholder will seriously consider VSH's efforts, which are perceived by this publication as suspicious, for the lack of a better characterization. To describe this situation as opportunistic by VSH would also be a major understatement.

That being said, the current offer is not expected to obtain much support at all from IRF shareholders at the companies October 10 annual meeting. If VSH has any legitimate interest in a transaction here, it will need to increase the offer well above the $25 level. However, it's current posture suggests it intends to create turmoil under an advantageous environment instead of making a legitimate offer.

Huntsman Corporation (HUN) - Hexion Specialty Chemicals

Delaware Chancery Court Status

Delaware Chancery Court Judge Stephen Lamb has indicated that he intends to render a decision in this case before the October 2 merger termination date. Post-trial briefs are due by tomorrow, September 19, 2008.

Despite numerous analytical/opinion reports that have surfaced over the last few days suggesting the Court is likely to favor HUN in this case, this publication does not entirely share this sentiment at this time. Barring a settlement within the next two weeks, the ruling is perceived as a virtual toss-up, and as such presents extremely high risk for HUN receiving a favorable ruling. Even if Judge Lamb does indeed rule for HUN, it will not ensure or compel Hexion/Apollo to obtain the FTC consent necessary to complete the transaction.

In short, there are few positives that can occur for HUN in this situation even with a victory in Delaware.