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Weekly Mergers and Acquisitions Report (11-17-08 to 11-21-2008)
By: The M&A Researcher   Monday, November 24, 2008 8:59 AM
Symbols: AW, BHP, BRCD, CTL, EQ, FDRY, GW, IMCL, LLY, NCC, NNDS, NWS, PDS, PHLY, PNC, PSD, RSG, RTP, TMTA, WB, WFC

However, this publication currently expects the companies to complete this transaction on December 17 under the current terms, barring a higher offer for FDRY from a third party before the end of this week.

Puget Energy (PSD) - Macquarie Infrastructure Partners


November 18, 2008 (2:10p) - Washington UTC Status

This entry will note that the Washington UTC has posted no activity to this case file since rejecting the Public Counsel's confidentiality motion nearly a week ago.

Although this is certainly no legitimate indication of the review coming to a close, there is clearly very little left for the UTC to consider in this case. Obviously, the Washington AG may attempt to delay the UTC review further with additional motions and/or attempts to introduce new evidence into the record, but it seems more reasonable to assume the AG, via Public Counsel, will concede at this point.

Until information to the contrary surfaces, UTC approval remains expected before the end of this month.


Wachovia (WB) - Wells Fargo (WFC)


November 18, 2008 (12:50p) - Preliminary Proxy Statement Filed

WFC has filed the first amended S-4 for this transaction with the SEC.

A record date of November 3, 2008 has been established for the WB shareholder meeting, which has not yet been scheduled.

SEC clearance continues to be expected in very short order for this deal and this is likely to happen within the next several days. Assuming this does occur, the WB shareholder meeting will be held during the third or fourth week of December 2008.

It should be acknowledged at this point that political/investor opposition from within North Carolina remains in full force with the Treasurer Richard Moore announcing that a major state fund owning more than 2 million WB shares will vote against the merger. As discussed previously, the local/regional reaction to the merger is completely understandable, but is unlikely to actually threaten the transaction's completion. Nevertheless, this is certainly a situation that must be monitored closely for developments as there is a change that this sort of opposition could gain momentum at higher political levels.

For the time being, this deal is expected to be successfully completed in late December.

$ImClone Systems (IMCL) - Eli Lilly (LLY)


November 18, 2008 (9:25a) - NJDEP Status

A New Jersey Department of Environmental Protection official confirms the receipt of the remediation agreement from the companies on November 7. However, the agreement has not been accepted by the NJDEP as of this entry. According to the official, the agreement process is as follows:

"Standard processing times for Remediation Agreements is 1 week to 14 days."

Therefore, in a worst-case scenario the LLY would need to extend the tender offer only a day or two in order to obtain the remediation agreement consent from the NJDEP. However, it is perceived as extremely likely that this consent will be granted before the current tender offer expiration on November 20.

Philadelphia Consolidated (PHLY) - Tokio Marine Holdings


November 18, 2008 (8:50a) - Status Report (JFSA)

There continues to be no new information available regarding the pending Japan FSA review, either from the companies or the regulator. While it remains fully believed that this issue is, at best, a formality for the transaction, the continued lack of any relevant information has become somewhat disturbing.

Nevertheless, there is currently absolutely no reason to suggest that the JFSA will develop into a major problem for this deal, so the expectation is that this final regulatory approval will be obtained shorty and, in any case, before the end of November.

Any information to the contrary will be posted immediately as it becomes available.

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


November 17, 2008 (7:35a) - Shareholder Approvals

Both companies' shareholders approved this merger on November 14, 2008.

An RSG press release states the following regarding the transaction's projected close:

"The companies expect to complete the merger by the end of the year, subject to the receipt of antitrust regulatory approval from the U.S. Department of Justice."

The DOJ's second request review will enter its fifth month this week, including HSR compliance from the companies roughly six weeks ago. The timing of the pending HSR review is clearly being dictated by the identification and remedy of specific local overlaps which should be resolved without major additional delays.

At this point the in the review, it must be assumed that the overlap identification concluded several weeks ago and the DOJ and companies are currently working with third parties for the final divestiture process. If this is indeed the case, a consent agreement should be reached within the next six weeks and perhaps before the end of this month.

There is currently no expectation that the DOJ review will cause this transaction to slip into January of next year.

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