dealReporter Risk Arbitrage Weekly Overview 02 December 2010 - 09 December 2010

10/12/2010

Johnson & Johnson announced on Wednesday it was to make an offer for Crucell NV at a price of EUR 24.75 per share. The Crucell Management and Supervisory Board are uninamously in support of the offer. The acceptance period was scheduled to begin on 09 December 2010 and end on 16 February 2011. Crucell will convene the Offer EGM on 08 February 2011.

On Wednesday Simon Property Group asserted its continued consideration of making an acquisition proposal for Capital Shopping Centres Group, in response to media reports of its likely abandonment of the pursuit. SPG also requested due diligence materials from the Board of CSC, which CSC refused.

De La Rue confirmed on Tuesday it had received a highly preliminary indicative proposal for the company from Oberthur at GBP 9.05 per share. The De La Rue Board unanimously rejected the approach, claiming it undervalued the company.

On Monday Gilde Buy Out Partners and Parcom Capital Management announced they were to combine their shareholdings in Gamma Holding N.V. The 74.3% stake would then be transferred into a special purpose vehicle named Go Acquisition BV, which will make an offer for all shares of Gamma at a price of EUR 29 per share. The Supervisory and Management Boards of Gamma unanimously recommended the offer.

The acquisition of Winterthur Technologie AG by 3M Company was announced on Monday. The offer is CHF 62 (USD 63.56) per Wintethur share, and the deal has an aggregate value of approximately USD 448m. The Board of Winterthur unanimously reccomended the offer to shareholders, and the Chairman has entered into an irrevocable undertaking with 3M to tender his 14% stake in Winterthur. The offer is conditional upon a tendering of 66.67% of Winterthur shares, and the satisfaction of other customary closing conditions and regulatory approvals. The deal is expected to be completed in the first quarter of 2011.

On Monday Hochtief AG welcomed Qatar Holding LLC as a major new shareholder, after it acquired 9.1% of the capital stock from the recent capital increase. On the same day, the European Commission said the proposed takeover of Hochtief by ACS has been notified for phase I investigations, the deadle for which is 18 January 2011.

Group Thermote & Vanhalst announced last Friday it had made two approaches to the board of Lavendon Group Plc, with regards to amking a cash offer for the company, both of which were rejected. The most recent approach was made on 30 November 2010, with an indicated price of GBP 1.11 per share in cash, and was rejected by Lavendon on 01 December 2010.

The acquisition of Spice by Cilantro Acquisition by means of a scheme of arrangement became effective last Thursday. Spice’s listings were cancelled on Monday. The cash consideration due to scheme shareholders, GBP 0.70 per share, is expected to be dispatched by 16 December 2010 at the latest.

Last Thursday, News Corp announced it was committed to remedying concerns raised by the European Commission in the phase 1 competition review, regarding the takeover of BskyB. The phase 1 investigation has been extended to 22 December 2010.Last Thursday, News Corp announced it was committed to remedying concerns raised by the European Commission in the phase 1 competition review, regarding the takeover of BskyB. The phase 1 investigation has been extended to 22 December 2010.

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