NDS Group plc (NNDS) - News Corporation (NWS)

November 21, 2008 (8:15a) - EC Review Details

The European Commission officially started its review of this transaction yesterday, November 20. The EC has established a provisional review deadline of January 6, 2009 for this case (M.5274).

The European Commission remains fully expected to approve this transaction without any review extensions or delays. However, the late review start and current deadline will obviously push this deal's close into January of next year.

Assuming EU approval on or before January 6, the UK court hearings and approvals will likely be scheduled during the second or third week of January, allowing the transaction to close shortly thereafter.

Embarq Corporation (EQ) - CenturyTel, Inc. (CTL)

November 20, 2008 (4:45) - Preliminary Proxy Statement Filed

CTL has filed the initial S-4 for this transaction with the SEC.

The proxy discloses that an HSR notification was filed on November 12, creating a waiting period expiration date of December 12, 2008. The proxy does not claim a request of early termination for the HSR review. Based on the information available, the HSR review is currently not considered a major regulatory obstacle for this transaction and will very likely result in standard clearance or early termination.

With respect to the FCC and state reviews, the proxy states the following:

"CenturyTel and Embarq expect to file applications for FCC approvals to the transfer to CenturyTel of control of Embarq and the Embarq subsidiaries that hold such licenses and authorizations in November or December 2008.

"Certain of the state commissions require formal applications for the transfer of control of these certificates, licenses and authorizations to CenturyTel. Applications for state approvals are subject to public comment and possible oppositions of third parties who may interpose objections. In addition to these applications, CenturyTel and Embarq will file notifications of the merger in the states where formal applications are not required. In some of these states, the state commissions could initiate proceedings in response to such notifications. CenturyTel and Embarq expect to file these state transfer applications and notifications with the relevant state commissions in November and December 2008."

Efforts are currently in progress to identify the specific states that will be involved in this transaction and the respective review processes for each. As noted initially, Florida, North Carolina, Nevada and Ohio are EQ's primary states of operation and therefore will be the likely candidates to emerge as lead regulators in reviewing this merger. Also discussed previously, if the companies are able to file the necessary applications by mid-December (as the proxy suggests) all state approvals are likely to be obtained before the end of May 2009.

Details of the FCC review will be posted as they are made publicly available.

Grey Wolf, Inc.(GW) - Precision Drilling Trust (PDS)

November 20, 2008 (1:30p) - Status Report

This entry will simply acknowledge the receipt of several proxy firm recommendations in favor of this transaction. The recommendations were announced several days ago in anticipation of the December 9, 2008.

The recommendations are in themselves unremarkable, but with so many deals being threatened by the broader-market problems it seems prudent to identify positive developments whenever possible.

There no expectation at this time that Precision Drilling will change its intent and will indeed successfully close this deal on or about December 9, 2008.

Transmeta Corporation (TMTA) - Novafora, Inc.

November 20, 2008 (9:30a) - Initial Analysis

Under normal circumstances, this deal would be categorized as a "no-brainer" despite the concerns related to the rationale of the transaction. Obviously, the current environment has changed the circumstances so that any deal perceived as primarily a reaction to market conditions will be highly tenuous. This deal clearly falls into that category.

There are absolutely no regulatory issues associated with this proposed combination, so that aspect can be ruled out as a problem immediately.

The current potential problem appears to be immediate and motivated shareholder concerns regarding the perceived undervaluing of TMTA. Although this can not be accurately measured as a deal threat at this early stage, there is clearly enough indication to suggest that shareholder lawsuits and overall shareholder approval will likely delay and perhaps even disrupt this transaction. Naturally, this situation will be monitored for developments over the coming weeks and months.

With respect to a potential third-party offer, there is also some substantial indication that TMTA may be able to lure other interested buyers into this situation if necessary.