*ImClone Systems (IMCL) - Bristol-Myers Squibb (BMY) : October 6, 2008 (9:15a) - Eli Lilly Formal Agreement Announced

IMCL has announced reaching a definitive agreement to be acquired by LLY for $70 per share in a cash tender offer transaction. An IMCL press release states the following:

"This transaction represents a premium of 51% to the closing price of $46.44 per share on July 30, 2008, one day prior to the announcement of Bristol-Myers Squibb’s offer for ImClone and represents a $10 premium to BMS’s offer of $60 and an $8 premium to BMS’s proposed tender offer price of $62."

As of this entry, BMY has not responded to this much-anticipated development. Presumably, the company is now in the process of preparing a formal press release to be issued before the end of business today. It is perfectly clear that BMY will lose IMCL unless it is willing to enter an offer of at least $70, thereby initiating a bidding war that could conceivably increase IMCL's price to the mid/upper $70 range. As BMY has been inexplicably hesitant to make a legitimate offer for IMCL to this point, it is not seen as very likely that it will match or exceed the current offer. It is more likely that BMY will make a final token offer under LLY's offer or give up entirely on its efforts to acquire IMCL.

Alpha Natural Resources, Inc. (ANR) - Cleveland-Cliffs Inc (CLF): October 6, 2008 (8:35a) - Harbinger Control Share Rejected

CLF shareholders rejected Harbinger Capitals control share acquisition on October 3, 2008. A CLF press releases states the following:

"(B)ased on the preliminary count provided by its proxy solicitor, it appears that approximately 80% of shares voted by holders other than Harbinger Capital Partners, its equity-swap counter parties or other 'interested' shareholders voted AGAINST the proposed control share acquisition at today's special meeting."

While this event certainly marks a positive development in general for this transaction, the fact that 20% of CLF shareholders failed to reject Harbinger's initiative very much leaves the outcome of the ANR deal in doubt. With Harbinger's approximate 15%+ interest in CLF, there is currently a potential combined 35% of CLF shareholder ownership opposed to the merger which, under Ohio statutes, is sufficient to reject the merger transaction.

Thus, CLF must now focus entirely on convincing a significant portion of the 20% from Friday's meeting to support the ANR deal. At this point, momentum must be perceived as being on CLF's side with the Harbinger rejection. However, the company has been less than impressive so far in making its case for the merger and if this trend continues under the current circumstances (CLF's market value and the market in general) this deal must still be considered in danger of failing.

UST Inc. (UST) - Altria Group, Inc (MO): October 3, 2008 (9:30a) - Merger Agreement Amended

The companies have issued a joint press release announcing the following:

"The amendment sets forth Altria’s and UST’s agreement to extend, at Altria’s option, the closing date of the transaction to a date that is no later than early January 2009 in the event conditions for closing are met prior to the end of 2008. While Altria currently has fully committed financing to complete the transaction, Altria’s lenders advised that it would be preferable to close the transaction in 2009. The parties also agreed to increase the “reverse termination fee” from $200 million to $300 million under certain circumstances, which are detailed in the amendment. In addition to the regulatory review process, completion of the transaction remains subject to UST shareholder approval and certain other customary closing conditions. The agreement and the amendment are filed with the Securities and Exchange Commission on September 8 and October 3, respectively."

Under the current broad-market circumstances, this sort of development is in no way surprising and can be expected to surface in other deals that are currently in progress. Since the original closing projection (estimated by this publication) was roughly in the early/mid-December time frame, this potential delay is not extremely significant. In fact, the companies originally anticipated possible slippage into Q1 2009 when the deal was announced.

Of particular importance, there is no expectation that this deal will fall through due to financing -- although this must be considered somewhat tentative for virtually any deal -- or regulatory issues. Barring severe financing issues, the companies should have little difficulty completing the transaction before the end of January 2009.

HLTH Corporation (HLTH) - WebMD Health Corp. (WBMD): October 3, 2008 (9:10a) - Shareholder Meetings / SEC Status

The companies have announced that both shareholder meetings (Annual) to vote on this transaction will be held on December 5, 2008. The record date for both meetings is October 24, 2008.

The following update on the SEC review has been provided by the companies:

"WebMD and HLTH are currently in the process of responding to comments from the Staff of the Securities and Exchange Commission regarding filings relating to the Annual Meetings and the proposed merger of HLTH and WebMD to be voted on at the Annual Meetings and will mail definitive proxy materials for the Annual Meetings after completion of that process."

Although the SEC delays have been fully anticipated since this deal was announced, there is current no expectation that the shareholder meetings and close will be delayed beyond early December.

*Rio Tinto (RTP) - BHP Billiton (BHP): October 2, 2008 (11:45a) - Status Report

In light of yesterday's ACCC approval and subsequent enthusiasm surrounding this non-transaction, it will be noted that RTP has again reiterated, via CEO public comments, its disinterest in a transaction with BHP.

BHP's offer is now entering its twelfth month and it is no closer to reaching an actual agreement with RTP that it was last fall. While it is certainly tempting to suggest that market 'turmoil' and some regulatory momentum will translate into a reversal of RTP's position, this publication continues to see very little chance of this happening in the near or distant future, under BHP's current and long-standing.

Allied Waste Industries (AW) - Republic Services, Inc. (RSG): October 2, 2008 (9:45a) - Preliminary Proxy Statement Filed

RSG has filed the second amended proxy statement for this transaction with the SEC.