APP Pharmaceuticals, Inc. (APPX) - Fresenius

August 1, 2008 (1:45p) - Preliminary Proxy Statement Filed

Fresenius filed the initial proxy statement for this transaction with the SEC yesterday (7/31).

The proxy discloses that an HSR notification was filed on July 15, 2008. This creates a waiting period expiration date of August 13, 2008. As discussed previously, this proposed combination lacks any legitimate competition issues, so early termination will likely occur within the next several days.

The proxy also notes that a notification has been filed with the German Federal Cartel Office. The GFCO has not yet added this case to its pending review list. Nevertheless, this regulatory matter raises absolutely no problems from a timing perspective. The GFCO approval may be expected well before the AAPX shareholder meeting, and very likely before the end of this month.

As Fresenius has secured adequate financing for this acquisition and there are no regulatory issues, the closing projection continues to be mid/late-September, assuming the proxy is cleared without any delays. If the proxy is pulled for review, the transaction close will probably slip into early/mid-October 2008.

Allied Waste Industries (AW) - Republic Services, Inc. (RSG)

August 1, 2008 (12:55p) - Preliminary Proxy Statement Filed

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

The proxy discloses that a second request under HSR was received on July 23, 2008 for this transaction.

Although the initial assessment of this combination assumed little regulatory interest based on the presence of Waste Management on the national level, as well as the current regulatory climate, it appears that local overlaps will be the focus of the HSR second request and, perhaps to a lesser extent, the fact that this deal will essentially create a national duopoly if successfully completed.

This combination does in fact present direct local overlaps in California, Georgia, North Carolina, South Carolina, and Texas. The extent of these overlaps is currently being researched, but it is evident that the companies will need to divest certain assets in these local areas in order to obtain HSR clearance. This is, of course, a significant timing issue, although probably not as problematic as deals in most other industries, as waste managment overlaps are fairly easy to assess for regulators and fairly routine in terms of asset divestitures.

Pending additional research, the current assessment is that the divestiture will be relatively minor and should not prevent the deal from closing before the end of the year -- assuming Waste Management's efforts to disrupt the transaction fail. Again, additional research will be required to better understand the volume of divestitures likely to occur here, but it appears for the moment that only a handful of operations will be at issue in this case.

The closing projection based on the information available at this point -- and without Waste Management's intervention -- now stands at early/mid-December 2008. If Waste Management continues its efforts to acquire RSG, slippage into the first quarter of next year is extremely likely.

Alpha Natural Resources, Inc. (ANR) - Cleveland-Cliffs Inc (CLF)

August 1, 2008 (10:35a) - Possible Counter-Offer Reported

According to various reports, ArcelorMittal is currently considering entering this situation via an increased offer for ANR. ArcelorMittal has indicated that it may offer all cash at $110 per ANR share if indeed it chooses to attempt to acquire ANR.