M&A Deal Sheet

ACA

CRH

Arcosa, Inc.

CRH

22-June-26

15-February-27

Merger

Friendly

Industrial

150.00000

0.00000

145.53999

8500.00000

0.10424

4.59000

-9.57944

0.03

0.32

0.00000

150.10001

145.50999

4.58000

0.07008

167

Evercore / GS

JPMorgan / MS

Gibson / Baker

Kirkland

Merger Agreement; Arcosa is a provider of infrastructure-related materials, products and solutions. Its Construction Products business is a leading aggregates platform in the U.S., with 109 quarries and yards, nine asphalt plants, 19 terminals and approximately 35 million tons (mt) of 2025 aggregates shipments; Strengthens CRH as the #1 infrastructure player in North America and reinforces CRH as the leader in U.S. aggregates; Acquisition is highly complementary, advancing CRHs strategy to build an aggregates-led, connected portfolio aligned with growing infrastructure megatrends; Transaction expected to be accretive(1) to earnings, margin and cash flow in the first 12 months post-completion, demonstrating CRHs ongoing commitment to accelerating growth through value-creating capital allocation; The Boards of Directors of both companies have unanimously approved the transaction, which is expected to close in Q1 2027 subject to approval of Arcosas stockholders, regulatory approvals, and customary closing conditions. CRH intends to fund the transaction with available cash and committed debt financing; Outside date June 21, 2027 (automatically extended by up to six months); Building-materials mergers are often cleared, but not casually. U.S. agencies have a clear history of requiring local asset divestitures where aggregates, cement, asphalt, ready-mix, or quarry assets overlap; Valuation: 29.9x EPS (2027E), 13.8x EBITDA (2027E), 2.98x sales (2027E); Background: Arcosa emerged as a standalone public company in 2018 and subsequently simplified its portfolio through acquisitions in construction materials and divestitures of non-core businesses. After completing the sale of its barge business in April 2026, Arcosa was concentrated in Construction Products and Engineered Structures. Management and the board recognized that the two businesses had limited operating synergies and that Arcosas trading multiple remained below those of certain peers. This created the possibility that a separation or strategic sale could unlock value. Interest in the Engineered Structures business increased during late 2025 and early 2026. Company A expressed interest in October 2025 and Company B followed in November 2025. Arcosa declined to pursue discussions because the business was not for sale while the barge divestiture was underway. CRH later contacted Arcosa regarding both the Engineered Structures business and a potential acquisition of the entire company. In March 2026, Arcosa initially declined CRHs request for a confidentiality agreement while the board evaluated the companys standalone strategy and potential growth opportunities. A significant stockholder, identified as Stockholder A, sent Arcosa a March 30, 2026 letter advocating a sale or separation of Engineered Structures. Stockholder A estimated the business could be worth approximately $2.6 billion and recommended using the after-tax proceeds for share repurchases. Market contacts also indicated increasing strategic and sponsor interest in Arcosas Engineered Structures and Wind Towers operations. Company A submitted a written indication on April 10, 2026 to buy Engineered Structures for $1.45 billion to $1.55 billion and requested 60 days of exclusivity. After reviewing strategic alternatives and long-range projections, the board concluded that Company As valuation was inadequate. The board nevertheless authorized preparatory work for a potential Engineered Structures sale process and permitted limited engagement with CRH regarding a whole-company transaction. The board viewed a sale of the entire company as potentially preferable because a carve-out sale would involve execution risk and leave Arcosa with a single remaining segment. Arcosa and CRH entered into a mutual confidentiality agreement on April 22, 2026. The agreement contained a customary standstill with fall-away rights. CRH began diligence shortly thereafter. Separately, Stockholder A partnered with Sponsor A and submitted an indication to acquire Engineered Structures for $2.2 billion to $2.4 billion. Company E proposed a more complex transaction under which Arcosa would sell Engineered Structures to an unidentified third party and acquire Company Es U.S. aggregates operations. The board rejected Company Es proposal because of governance, structural, financing, execution, and strategic concerns. Company F also expressed interest in meeting but never submitted a proposal. CRH submitted an initial whole-company proposal on May 22, 2026 at $140.00 per share and requested exclusivity. The board reviewed the proposal with Evercore, Goldman Sachs, Gibson Dunn, and Baker Botts. Arcosa rejected the price and declined exclusivity. Negotiations continued and CRH increased its proposal. Arcosa made clear that it would not accept a no-shop restriction at $145.00 per share without first conducting a broader pre-signing market check. Arcosa indicated that it could proceed without a pre-signing market check if CRH paid at least $150.00 per share. The board ultimately decided not to conduct a broad pre-signing auction. It concluded that few parties had the financial capacity, strategic rationale, and scale to acquire all of Arcosa. Other parties had shown interest primarily in individual businesses rather than the entire company. The board was also concerned that a market check could jeopardize CRHs proposal. The board considered the post-signing fiduciary out meaningful because no potential bidder was prohibited by a standstill from submitting an unsolicited proposal after announcement. Arcosa entered exclusivity with CRH during the final negotiation stage and stopped pursuing the Engineered Structures indications from Stockholder A, Sponsor A, and other parties. The parties negotiated the regulatory covenant, termination fees, matching rights, closing conditions, and other material provisions. On June 21, 2026, management and advisors presented the final agreement to the board. Evercore and Goldman Sa

>50% vote target; HSR expiry (filed July 6 2026); Investment Canada (filed July 17 2026); Australia ACCC (filed July 21 2026, attained Aug 4 2026), Mexico COFECE (filed July 23 2026);

ACB

CURA

Aurora Cannabis Inc.

Curaleaf Holdings, Inc.

18-August-26

01-December-26

Takeover

Hostile

Agriculture

0.75000

0.34630

3.97000

136.74544

1.38349

0.16704

-2.22849

0.00

0.07

0.00000

4.12704

3.96000

0.18376

0.19954

91

Fort

Canaccord

Torys / Stikeman / Paul

Dentons

Hostile takeover launched Aug 18 2026; The Offer is subject to a maximum value per Common Share of US$5.00 (the "Cap Price"); The Offer is not subject to any financing condition or due diligence condition and is subject to only customary regulatory approvals and other customary conditions, all as described in the Offer Documents; Curaleaf has identified a path to at least US$40 million of annual cost synergies through optimization across corporate overhead, procurement, supply chain operations, and international infrastructure; Valuation: 0.6x sales (2027E);

>66 2/3% tender;

AES

The AES Corporation

GIP / EQT / CalPERS / QIA

02-March-26

15-February-27

Merger

Friendly

Utilities

15.00000

0.00000

14.81000

33400.00000

0.35501

0.55190

-3.47030

0.01

0.14

0.00000

15.35190

14.80000

0.54190

0.08177

167

JPMorgan / Wells

GS

Skadden / Davis

Kirkland / Simpson

Definitive agreement; The AES Corporation is a Fortune 500 global energy company accelerating the future of energy. Together with our many stakeholders, were improving lives by delivering the greener, smarter energy solutions the world needs; AES to have increased financial flexibility as a private company to advance its strategy and meet the needs of its customers and communities with reliable, affordable and sustainable energy solutions; Acquisition to address AES significant need for capital to support its growth beyond 2027, absent this transaction, funding for future growth investments would likely require a reduction or elimination of the dividend and/or significant new equity issuances; AES Indiana and AES Ohio will continue as locally operated and managed regulated utilities; In the United States, AES electric utilities in Indiana and Ohio are experiencing significant demand growth and remain focused on maintaining reliable service and affordable rates for all customers. As a private company, AES will continue to invest prudently in utility assets to meet the growing energy needs of all 1.1 million customers. AES Indiana and AES Ohio will remain locally operated and managed regulated utilities, with continued community commitment and investment; The transaction was unanimously approved by AES Board of Directors and is expected to close in late 2026 or early 2027, subject to approval by AES stockholders, the receipt of applicable federal, state and foreign regulatory approvals and the satisfaction of other customary closing conditions; Dividends payable to AES stockholders are expected to continue in the ordinary course until the closing, subject to approval by AES Board of Directors; Outside date June 1, 2027 (subject to extension for an additional two successive three-month periods); Sigedn CA July 4, 2025; Consortium will fund 100% of purchase price with equity and no financing contingency, no incremental debt to be issued; Valuation: 6.3x EPS (2027E), 10.1x EBITDA (2027E), 2.54x sales (2027E); Background: AES board had been reviewing strategic alternatives over several years, including divestitures, spin-offs, partnerships, capital raising, and other transactions. The company had already pursued asset-level transactions, including the May 2024 sale of its AES Brasil stake and the September 2024 sale of a 30% indirect interest in AES Ohio. In early 2024, AES CEO Andres Gluski had informal discussions with several potential counterparties, including Party A and Party B, regarding strategic partnerships and investment opportunities. By March 2024, discussions with Party B included a potential business combination involving certain AES businesses and assets connected to Party B and GIP. In the fall of 2024, GIP and Party B continued exploring both a business combination involving parts of AES and a potential take-private transaction. The board supported continued discussions in October 2024, but by November 2024 management recommended stopping those talks because of other priorities and external uncertainty, including renewable policy uncertainty after the U.S. elections and the companys internal restructuring priorities. The board supported discontinuing discussions at that time. In December 2024, management updated the board on AES market position, strengths, challenges, and potential public and private market alternatives, including headwinds from limited public investor demand for AES portfolio, capital plan funding pressures, and short-term financial targets. Interest re-emerged in January and February 2025. At Davos in January 2025, senior AES management met separately with representatives of GIP, Party A, and Party C, each of whom informally expressed interest in a potential transaction. On February 7, 2025, the board supported management continuing discussions and directed management to explore a process designed to maximize shareholder value. In February 2025, GIP and Party C continued engaging with AES, while the board received updates on a potential transaction with GIP and Party B and other interested parties. By spring 2025, AES and its advisors had moved toward a more formal process. J.P. Morgan presented the board with strategic challenges facing AES, including the market discount attributed to operational and geographic complexity and capital constraints. J.P. Morgan indicated that a sale of the company was the most credible path to unlocking full intrinsic value. The board considered AES standalone plan, its need for additional capital as a public company, and whether to initiate outreach to select parties with financial capacity and energy or power sector experience. The board directed management to proceed with three invited counterparties, GIP and Party B as joint buyers, Party A and its affiliate, and Party C. AES opened an electronic data room, held diligence calls, and conducted full-day management presentations in May 2025. The process narrowed in June and July 2025. The board decided to move into Round 2 with GIP, the party that had submitted an initial non-binding offer, and to continue discussions with Party D, a pension fund. Party B then dropped out, and GIP signed a revised confidentiality agreement on July 4, 2025. On July 8, 2025, AES permitted GIP to contact potential co-investors including CalPERS and QIA. That evening Bloomberg reported that AES was exploring options including a potential sale. AES did not comment, and the stock rose from $11.07 on July 8 to $13.26 on July 9. After the leak, EQT, Party E, and Party F contacted AES. AES allowed EQT into the process because two bidders had dropped out and management believed the competitive benefits outweighed additional leak risk. EQT signed a confidentiality agreement on July 22, 2025. Party D later verbally indicated it was targeting around $15.00 per share. The process encountered funding and consortium composition issues in the fall of 2025. By early November, GIP said it could not submit a f

>50% vote target; HSR expiry; New York Public Service Commission; Public Utility Commission of Ohio (PUCO, filed Apr 10 2026); California Public Utilities Commission; CFIUS (filed Mar 2026, attained Aug 27 2026); FERC (filed May 21 2026); FCC; China SAMR (filed June 8 2026, attained July 22 2026); Australia ACCC (filed July 30 2026);

ARX

Accelerant

Thoma Bravo

13-August-26

31-March-27

Merger

Friendly

Insurance

20.25000

0.00000

19.77000

4000.00000

0.48788

0.49000

-6.15000

0.82000

0.01

0.07

0.00000

20.25000

19.76000

0.48000

0.04239

211

MS / Houlihan

BMO / Wells

Paul / Sidley / Maples / Conyers

Goodwin / Skadden / Walkers / Ropes

Definitive agreement; Accelerant is the data-driven risk exchange platform transforming the specialty insurance marketplace through the Accelerant Risk Exchange; The Companys Board of Directors established a Special Committee comprised solely of independent and disinterested directors to review and consider the transaction. The Special Committee unanimously recommended approving the transaction which was then unanimously approved by Accelerants Board of Directors. Under the terms of the agreement, Accelerant Class A and Class B shareholders will receive $20.25 per share in cash. Under certain circumstances, if the closing of the transaction is delayed by certain pending insurance regulatory approvals, shareholders will receive a ticking fee accruing at a rate of 6% per annum for a period specified in the agreement; The transaction, which is currently expected to close in the first half of 2027, is subject to customary closing conditions, including approval by the shareholders of the Company, and satisfaction of required regulatory approval; Entities affiliated with Altamont Capital Partners holding shares representing approximately 82% of the Companys outstanding voting rights have agreed to vote their shares in favor of the transaction. The transaction is not subject to any financing condition as Thoma Bravo has provided an equity commitment to fund the purchase; Altamont Capital Partners, Accelerants largest investor, and the Companys founders, intend to retain equity ownership alongside Thoma Bravo, the terms of which will be finalized prior to closing; Valuation: 22.1x EPS (2027E), 11.6x EBITDA (2027E), 3.2x sales (2027E); Go-shop expires Sept 22 2026; Outside date August 13, 2027 (automatically extends to November 13, 2027); Signed CA March 24, 2026;

>66 2/3 vote target;; HSR expiry; Insurance-regulatory approvals;

ATAI

LLY

AtaiBeckley Inc.

Eli Lilly

16-July-26

09-September-26

Merger

Friendly

Biotech

6.75000

0.00000

7.43000

2800.00000

0.25933

-0.04500

-1.56370

0.15000

0.04

0.00

0.62500

7.37500

7.42000

-0.05500

-0.28784

8

Moelis / Centerview / Citi

GS

Latham

Ropes

Definitive agreement; AtaiBeckley Inc. is a clinical-stage biopharmaceutical company developing innovative therapeutics for mental health conditions; AtaiBeckleys lead program, BPL-003, is designed to provide durable relief from treatment-resistant depression; Acquisition expands Lillys neuroscience pipeline to address some of the most challenging conditions in mental health; Under the terms of the agreement, Lilly will acquire all outstanding shares of AtaiBeckley common stock for $6.75 per share in cash upon closing plus up to $2.50 per share in the form of a Contingent Value Right (CVR) entitling the holder to additional cash payments upon achievement of specified development and regulatory milestones related to the BPL-003 and VLS-01 programs as follows: (a) $1.00 per share upon initiation of a Phase 3 clinical trial of VLS-01 prior to the fourth anniversary of closing (b) $0.50 per share upon U.S. regulatory approval and DEA rescheduling of BPL-003 prior to the fifth anniversary of closing and (c) $1.00 per share upon U.S. regulatory approval and DEA rescheduling of VLS-01 prior to the seventh anniversary of closing; The transaction is not subject to any financing condition and is expected to close in the third quarter, subject to approval by AtaiBeckley stockholders and satisfaction of other customary closing conditions, including regulatory approvals; The boards of directors of both companies have approved the transaction; To demonstrate their commitment to the transaction, Apeiron Investment Group, Ltd and all directors and officers of AtaiBeckley have signed voting and support agreements pursuant to which each has agreed to vote to approve the transaction. The shares subject to the voting agreements represent a total of approximately 15% of AtaiBeckleys outstanding common stock; Outside date: six (6) months after the date of the Merger Agreement, which date will automatically extend to nine (9) months, if certain regulatory conditions under applicable antitrust and foreign direct investment laws remain unsatisfied; Background: AtaiBeckley regularly evaluated its standalone funding requirements and strategic alternatives because its clinical-stage pipeline required substantial capital. The company considered equity financing, partnerships, asset-level transactions, royalty financing and a potential sale. Before the Lilly process, AtaiBeckleys predecessor and Beckley Psytech had entered into confidentiality agreements with several pharmaceutical companies. Party A proposed a BPL-003 co-development and co-commercialization arrangement in December 2025 that included $125 million upfront and a $50 million FDA-approval milestone. The company concluded that this proposal substantially undervalued BPL-003. A March 2026 news report stated that AtaiBeckley was exploring strategic alternatives for BPL-003. Lilly and Party A then contacted management. Management and Moelis began coordinating diligence discussions with both parties. Party A continued to support its original partnership economics and did not improve its offer. Lilly held broader discussions with management and indicated interest in the company and its pipeline. On June 1, 2026, Lilly submitted its first formal non-binding proposal to acquire all outstanding AtaiBeckley shares for $6.75 per share in cash. Lilly stated that it had limited flexibility on value. AtaiBeckley continued to evaluate both a sale process called Project Astral and a royalty-financing alternative called Project River. The board and its advisors also considered potential asset transactions and ways to preserve value associated with VLS-01 and other pipeline assets. Lilly later proposed $6.75 in cash plus a CVR with up to $2.50 of additional value. AtaiBeckley explored a structure under which Lilly would acquire BPL-003 while VLS-01 and other legacy assets would be spun off to stockholders. Lilly rejected removing VLS-01 from the transaction perimeter but agreed to discuss CVR milestones that could preserve contingent value for stockholders. On June 19, Lilly proposed a CVR consisting of $1.00 for a VLS-01 regulatory and scheduling milestone, $1.00 for initiation of a VLS-01 Phase 3 trial and $0.50 for a BPL-003 approval and scheduling milestone. This became the basic economic framework of the final consideration. The company conducted a limited market check. Its financial advisors contacted five potential strategic counterparties. Party D executed a confidentiality agreement but ultimately declined to make an acquisition proposal. Party E signed a confidentiality agreement on July 9, but a scheduled management meeting was cancelled. No alternative bidder submitted a competing whole-company proposal before signing. Party A did not improve its earlier partnership proposal. The company also continued considering the Project River royalty financing alternative but ultimately favored Lillys acquisition proposal. Legal negotiations focused heavily on the termination fee, regulatory-efforts standard, MAE definition, representation bring-down condition, CVR effort covenant and treatment of selected non-core assets. AtaiBeckley initially sought a clear-skies antitrust covenant requiring Lilly to accept divestitures. Lilly rejected that covenant. AtaiBeckley also sought a lower termination fee and broader protections governing Lillys efforts to achieve the CVR milestones. The parties ultimately agreed to a $104.3 million termination fee, no clear-skies covenant and a CVR with a milestone-offset mechanism. The negotiations also included a proposed sale or carve-out of ibogaine-related assets. AtaiBeckley chairman Christian Angermayer disclosed that Apeiron was interested in evaluating a purchase of those assets. Mr. Angermayer did not participate in certain board working-group discussions concerning the issue. The final merger documentation included various pre-closing restructuring obligations and Lilly consent rights. On July 14 and July 15, the parties resolved t

>50% vote target; HSR expiry (filed July 29 2026); Australia ACCC (filed Aug 5 2026, attained Aug 26 2026); German FCO (attained July 30 2026); UK CMA (cleared Aug 21 2026);

ATKR

PRY

Atkore Inc.

Prysmian S.p.A.

03-August-26

01-December-26

Merger

Friendly

Industrial

95.00000

0.00000

93.70000

3800.00000

0.56533

1.64000

-32.78918

0.03

0.05

0.00000

95.33000

93.68000

1.63000

0.07163

91

Citi / JPMorgan

MS

Debevoise

Wachtell

Definitive agreement; Atkore Inc. is a leading manufacturer of electrical infrastructure products; This transaction is the culmination of our comprehensive strategic review process to maximize shareholder value and reflects the strength of Atkores differentiated portfolio of critical electrical infrastructure products; Prysmian and Atkores combined solutions will create a one-stop shop in North America that will simplify and accelerate electrification and data center roll-out for customers. The transaction will expand Prysmians product and service offering in North America and broaden its portfolio with complementary electrical infrastructure products. In addition, it will further enhance Prysmians exposure to long-term structural growth trends in electrification and data center investment. The combination will create a leading integrated electrical infrastructure solutions provider, enabling Prysmian to serve its customers more comprehensively through complementary products, an expanded commercial offering and deeper customer relationships; Each companys Board of Directors has unanimously approved the transaction, and Atkores Board of Directors will, in conjunction with the proxy filing, recommend that Atkores shareholders vote to approve the transaction. The transaction is targeted to close by calendar year end 2026, subject to the approval of Atkores shareholders, regulatory approvals and other customary closing conditions; The transaction will be funded by a mix of debt, including hybrid bonds, and equity, including treasury shares disposal, targeting to preserve Prysmians investment grade profile; The Transaction is expected to generate approximately $150 million of annual run-rate EBITDA synergies within three years of closing; The Transaction is expected to be high single-digit EPS accretive in the first full year following closing (before synergies) and double-digit EPS accretive once run-rate synergies are achieved; The Transaction follows other acquisitions carried out by Prysmian in North America, including General Cable, Encore Wire and Channell, which have demonstrated a strong track record of executing and successfully integrating acquisitions while consistently creating shareholder value; The transaction is principally a complementary-products combination, not a conventional merger between two conduit manufacturers. Atkore is strongest in electrical conduit, fittings, cable management, metal framing and armored cable; Prysmian is strongest in electrical wire and cable, including the Encore Wire business acquired in 2024; The principal unilateral-effects issue is the elimination of competition between Atkore and Prysmian in armored or metal-clad commercial cable; Valuation: 15.9x EPS (2027E), 10.1x EBITDA (2027E), 1.26x sales (2027E); Outside date August 3, 2027 (subject to two automatic extensions of three months); Signed CA December 3, 2025; Regulatory covenant: Stronger than a basic reasonable-best-efforts covenant because Prysmian must accept remedies involving Atkore assets and litigate challenges; Regulatory limitation: Not full hell-or-high-water. Prysmians existing businesses are protected, and confidentially scheduled Atkore assets are excluded from the remedy requirement; Background: Atkores sale process began well before Prysmians final bid. In January 2025, Bidder A, described as a European electrical-industry participant, approached Atkore unsolicited regarding a potential business combination. The board subsequently sought outside perspectives from Citi and J.P. Morgan on Atkores value and strategic options. During the first half of 2025, the board evaluated maintaining the status quo, acquisitions, divestitures, a whole-company sale, and a strategic merger. Particular attention was given to Atkores deteriorating HDPE business and the possibility of selling that operation. In September 2025, activist investor Irenic disclosed a stake and called for a strategic review. Atkore announced a review of strategic alternatives later that month. Interest from financial sponsors then increased, including an October approach from Bidder B. Atkore engaged additional bidders while preparing for a possible whole-company process. In November, Atkore expanded its strategic review to include a potential sale or merger, reached a cooperation agreement with Irenic, formed a Strategic Review Committee, and formally launched a targeted sale process through Citi and J.P. Morgan on November 21, 2025. A significant complication throughout the process was Atkores exposure to litigation and investigations concerning alleged PVC pipe pricing. These matters included antitrust class actions, governmental investigations, securities claims, derivative claims, and related stockholder litigation. Potential buyers repeatedly focused on the uncertain size of this liability, and several bidders either discounted their valuations or declined to proceed because the exposure could not initially be quantified with sufficient confidence. Atkore also continued the separate HDPE divestiture process, which bidders viewed as relevant to the companys ultimate transaction perimeter. Prysmian entered the process in November 2025 and signed a confidentiality agreement with Atkore on December 3, 2025. Atkore ultimately had contact with a broad universe of parties. Twenty-eight potentially interested parties had contacted Atkore or its advisors, or had been contacted by them, during the expanded strategic review. The first formal January 2026 bids included Prysmian at $87.00 per share in cash and Bidder C at $80.00 per share through a combination of cash and stock. Bidder D was interested only in selected conduit assets. Each proposal was affected to varying degrees by uncertainty surrounding Atkores antitrust liabilities. Atkore slowed the sale process in February 2026 because the unresolved antitrust matters and HDPE divestiture were restricting bidder participation and valuation. During the spring, Atkore m

>50% vote target; HSR expiry (filed Aug 14 2026); CFIUS; Competition Canada (filed Aug 28 2026); Austria FCA (filed Aug 21 2026); Australia ACCC;

AXTA

AKZA

Axalta Coating Systems Ltd.

Akzo Nobel N.V.

18-November-25

31-March-27

Merger

Friendly

Industrial

0.00000

0.65390

35.85000

9562.19727

0.11781

9.77648

0.03

0.00

0.00000

45.58648

35.81000

10.50643

0.56055

211

Evercore / JPMorgan

MS / Lazard

Cravath / NautaDutilh

De Brauw / Davis / Wakkie

Definitive agreement; Merger of equals; Axalta is a global leader in the coatings industry, providing customers with innovative, colorful, beautiful and sustainable coatings solutions. From light vehicles, commercial vehicles and refinish applications to electric motors, building facades and other industrial applications, our coatings are designed to prevent corrosion, increase productivity and enhance durability; Creates a global coatings leader with $17 billion in revenue and an enterprise value of $25 billion; Significant value creation with approximately $600 million in cost synergies supporting strategic and capital allocation priorities; Combines highly complementary portfolios across end markets, driving stronger revenue growth, enhanced profitability and increased value for customers; In connection with the transaction, AkzoNobel will pay a special cash dividend to AkzoNobel shareholders equal to 2.5 billion minus the aggregate amount of any regular annual and interim dividends paid by AkzoNobel to AkzoNobel shareholders in 2026 prior to completion. AkzoNobel shareholders will own 55% and Axalta shareholders will own 45% of the combined company on a pro forma basis immediately after closing; The companies expect the transaction to close in late 2026 to early 2027; Combines #3 and #6 player to create #2; Outside date May 18, 2027 (subject to extension to November 18, 2027 under certain circumstances in the event that any Regulatory Clearance has not been obtained); May 27 2026 AKZA received unsolicited proposal from Nippon Paint Group and Sherwin-Williams; Background: The transaction process reflected a lengthy review by Axaltas board and management of multiple strategic alternatives, including remaining independent, acquisitions, divestitures, and combinations with several coatings or materials companies. Axalta explored transactions with Party A, Party B, Party C, Party D, Party E, and Party F, but those alternatives ultimately stalled due to valuation gaps, financing concerns, governance constraints, market conditions, leverage concerns, or counterparties being unwilling to proceed. Discussions with AkzoNobel began in earnest in 2024 after earlier contacts between the companies, then advanced through confidentiality agreements, clean team arrangements, regulatory analysis, synergy work, reciprocal due diligence, and negotiation of governance and transaction terms. The negotiations repeatedly focused on whether the deal would be a merger of equals, the combined companys ownership split, domicile, headquarters, board structure, leadership roles, stock exchange listings, regulatory obligations, termination fees, and AkzoNobel shareholder distributions. A competing proposal from Party A emerged in 2025, including revised offers to acquire Axalta with cash and stock consideration. Axaltas board evaluated Party As proposals alongside the AkzoNobel transaction and Axaltas standalone plan, while directing management to continue negotiating both alternatives. Party A later withdrew after concluding that market conditions did not support moving forward on its proposed terms. The AkzoNobel negotiations also paused in August 2025 while AkzoNobel reviewed diligence issues, including contingent liabilities and the Ichthys Litigation, but the parties later discussed restarting negotiations. Overall, the chronology shows Axalta running a broad strategic review, testing multiple alternatives, and ultimately focusing on the AkzoNobel transaction after other options became unattractive or unavailable; June 3 2026 Nippon Paint Group and Sherwin-Williams ended their efforts to jointly acquire AKZA;

>50% vote target; >50% vote acquiror; HSR expiry (filed Jan 21 2026, received second request from FTC Feb 20 2026); EC (filed Jan 26 2026); UK CMA (filed Mar 13 2026); China SAMR; Brazil CADE (attained May 26 2026); ACCC (filed June 24 2026, attained July 21 2026);

BEP

BEPC

Brookfield Renewable Partners L.P.

Brookfield Renewable Corporation

22-July-26

30-December-26

Plan

Friendly

Financial

0.00000

1.00000

30.91000

6200.00000

0.06184

0.37000

-1.44529

0.00

0.20

0.00000

31.17000

30.80000

0.64507

0.06508

120

Scotia

Torys / Goodmans

Plans to simplify its corporate structure (the Simplification) by converting BEP and BEPC into one publicly traded corporation, Brookfield Renewable Partners Inc. (BEP Inc.); Brookfield Renewable operates one of the worlds largest publicly traded platforms for renewable power and sustainable solutions; Under the terms of the Simplification, upon receipt of approval from BEP unitholders, all outstanding limited partnership units of BEP, other than preferred units, will, together with certain related exchangeable securities, be exchanged on a one-for-one basis for newly issued shares of BEP Inc; The Simplification will be implemented by way of a court-approved plan of arrangement and will be subject to customary regulatory approvals for a transaction of this nature, including approval for the listing of BEP Inc.s shares on the New York Stock Exchange and Toronto Stock Exchange. Following securityholder approval, Brookfield Renewable expects to complete the Simplification in the fourth quarter of 2026;

66 2/3 vote target;

BHF

Brighthouse Financial, Inc.

Aquarian Capital LLC

06-November-25

30-September-26

Merger

Friendly

Insurance

70.00000

0.00000

54.36000

4100.00000

0.35135

15.87000

-2.33000

0.04

0.87

0.00000

70.00000

54.13000

15.86000

24.38605

29

Wells / GS

RBC

Debevoise

Skadden

Definitive merger agreement; Brighthouse Financial is on a mission to help people achieve financial security. As one of the largest providers of annuities and life insurance in the U.S., Brighthouse Financial specializes in products designed to help people protect what theyve earned and ensure it lasts; Aquarian Capital LLC is a diversified global holding company with a strategic portfolio of insurance and asset management businesses; The transaction positions Brighthouse Financial to pursue strategic growth opportunities and strengthen its ability to continue to serve its customers, distribution partners and other stakeholders. Aquarian Capital plans to invest in Brighthouse Financials platform and distribution franchise while enhancing product design, development and innovation. Aquarian Capital also plans to bolster Brighthouse Financials investment management capabilities through a strategic relationship with Aquarian Investments, Aquarian Capitals investment management platform; The transaction is expected to close in 2026 and is subject to customary closing conditions, including approval by Brighthouse Financials common stockholders, antitrust clearance and the receipt of insurance regulatory approvals; The merger consideration will be funded with committed financing without incremental debt financing at the Aquarian Capital insurance businesses or Brighthouse Financial. The receipt of financing by Aquarian Capital is not a condition precedent to the completion of the transaction; All outstanding shares of each series of Brighthouse Financial preferred stock will continue as preferred shares of Brighthouse Financial immediately following the closing of the merger, and immediately following the closing of the merger the rights, terms and conditions of each series of preferred stock will remain entitled to the same dividends and all other preferences, privileges and other special rights, and qualifications, limitations and restrictions set forth in the certificate of designations applicable to such series of preferred stock. The outstanding junior subordinated debentures and each series of Brighthouse Financials outstanding senior notes will continue to remain outstanding as obligations of Brighthouse Financial immediately following the closing of the merger; The Board of Directors of Brighthouse Financial has unanimously approved and declared advisable the merger agreement and the transactions contemplated thereby, including the merger, and resolved to recommend that Brighthouse Financials common stockholders vote to adopt the merger agreement and to approve the merger; Valuation: 3.3x EPS (2026E), 3.11x EBIT (2026E), 0.45x sales (2026E); Parent has received an equity commitment letter from Aquarian Capital LLC, and Aquarian Holdings has received a debt commitment letter from certain lenders party thereto, the proceeds of which will be contributed indirectly to Parent prior to the Effective Time. The aggregate proceeds of the committed financing will provide Parent with the funds needed to consummate the Merger. The receipt of financing by Parent is not a condition precedent to the completion of the Merger; Outside date September 6, 2026 (extends to December 6, 2026); Signed CA February 3, 2025; Background: Brighthouse Financials board spent 2024 and 2025 evaluating strategic alternatives to enhance value, including reinsurance, asset management partnerships and a potential sale. In early 2025 the company launched a formal sale process with Goldman Sachs and Wells Fargo, contacting 20 potential buyers and receiving multiple bids. After two rounds, Aquarian and one other bidder advanced, with Aquarian emerging as the preferred counterparty despite repeated delays and questions around committed financing. Negotiations continued through the summer and fall as the board weighed Aquarians higher price against execution and financing risk, while also engaging with a lower priced competing bidder. By late October 2025 Aquarian resolved key financing, regulatory and contractual issues and agreed on definitive terms. In November 2025 the board approved the transaction after receiving fairness opinions, and Brighthouse Financial and Aquarian signed and announced the merger;

>50% vote target; HSR expiry (filed Dec 19 2025, attained as at Mar 16 2026); Insurance approvals in Delaware, New York and Massachusetts; FINRA (filed Dec 8 2025); CFIUS;

BIP

BIPC

Brookfield Infrastructure Partners L.P.

Brookfield Infrastructure Partners Inc.

22-July-26

30-December-26

Plan

Friendly

Financial

0.00000

1.00000

36.25000

17300.00000

0.03589

0.32000

-0.94653

0.00

0.25

0.00000

36.56000

36.23000

0.64433

0.05507

120

Scotia

Torys / Goodmans

Plans to simplify its corporate structure (the Simplification) by converting BIP and BIPC into one publicly traded corporation, Brookfield Infrastructure Partners Inc. (BIP Inc.); Under the terms of the Simplification, upon receipt of approval from BIP unitholders, all outstanding limited partnership units of BIP, other than preferred units, will, together with certain related exchangeable securities, be exchanged on a one-for-one basis for newly issued shares of BIP Inc; BIPC shareholders will separately be asked to approve the Simplification, pursuant to which their class A exchangeable subordinate voting shares in BIPC (the BIPC exchangeable shares) will be exchanged for new shares of BIP Inc. on a one-for-one basis. If BIPC shareholders vote in favor of the Simplification, the exchange can also be completed on a tax-deferred basis. If BIPC shareholders do not approve the Simplification, the BIPC exchangeable shares will remain outstanding and become exchangeable, on a one-for-one basis, for newly issued shares of BIP Inc., rather than being exchangeable for units of BIP as they are today; Special meetings of BIP unitholders and BIPC shareholders will be held on October 14, 2026, and securityholders of record as of the close of business on August 21, 2026 will be entitled to vote at the applicable meeting. The Simplification will be implemented by way of a court-approved plan of arrangement and will be subject to customary regulatory approvals for a transaction of this nature, including approval for the listing of BIP Inc.s shares on the New York Stock Exchange and Toronto Stock Exchange. Following securityholder approval, Brookfield Infrastructure expects to complete the Simplification in the fourth quarter of 2026;

66 2/3 vote target;

BLFS

RGEN

BioLife Solutions, Inc.

Repligen Corporation

22-July-26

20-October-26

Merger

Friendly

Healthcare

11.25000

0.14420

35.55000

1500.00000

0.06201

0.18999

-1.89093

0.04

0.09

0.00000

35.63999

35.45000

0.27552

0.05937

49

Centerview

Perella / GS

K&L

Goodwin

Definitive agreement; BioLife Solutions, Inc. is a leading developer and supplier of cell processing tools and services for the cell and gene therapy (CGT) market; Fast-tracks Repligens leadership and customer solution offering in high-growth cell therapy market by adding BioLifes differentiated, high-margin recurring revenue business; BioLife stockholders to receive cash and Repligen common stock at a value of $31.00 per share, representing a total enterprise value of approximately $1.5 billion; Compelling financially, the transaction is expected to be accretive to Repligens top-line growth, adjusted margins, and adjusted earnings per share by at least 5 cents in year one and at least 25 cents in year two; The directors of each company unanimously approved the Transaction; Repligen expects at least $20 million of synergies in year one and at least $30 million in year two from eliminating public-company costs, G&A efficiencies, and manufacturing and supply-chain optimization; The Transaction is expected to close in the fourth quarter of 2026, subject to customary regulatory approvals, approval by BioLife stockholders, and the satisfaction of other customary closing conditions set forth in the merger agreement; Valuation: 11.1x sales (2027E); Outside date January 31, 2027 (which date is subject to automatically extend by 180 days if the Antitrust Condition or the Restraint Condition (solely with respect to the HSR Act or other antitrust laws) is the only condition outstanding, or by 90 days if the SEC has not declared effective under the Securities Act of 1933, as amended (the Securities Act), the Registration Statement on or before November 30, 2026); Signed CA February 12, 2026; Signed clean team agreement July 14 2026; Background: BioLifes board had been reviewing strategic alternatives as part of its regular planning process. In November and December 2025, CEO Roderick de Greef met informally with senior representatives of several potentially interested strategic parties, including Repligen, Party A and Party B. Those early meetings focused on BioLifes business rather than specific transaction terms. In December, Centerview discussed life-sciences-tools valuations and M&A activity with the board, while BioLife management separately began developing a five-year standalone strategic plan. On January 12, 2026, de Greef and Repligen CEO Olivier Loeillot discussed the high-level strategic rationale for combining BioLife and Repligen. After Repligen subsequently made an early proposal that the BioLife Board did not find sufficiently attractive, BioLife indicated it was prepared to provide limited diligence information to help Repligen refine its valuation. BioLife and Repligen executed a mutual NDA on February 12 containing a one-year mutual standstill, after which Centerview shared an initial package of non-public information. The board simultaneously continued evaluating BioLifes standalone plan and alternative transactions. Repligens offer improved through the spring. On May 11, it proposed $30.00 per BioLife share, consisting of $6.00 cash and $24.00 of Repligen stock, with no financing contingency. BioLife continued to engage Party A and eventually broadened the process. Centerview contacted five additional strategic parties in June. Three declined, while Party B and Party C initially showed interest. Party B signed an NDA on June 9 but subsequently declined to participate. Party A had entered into an NDA on May 15. Party C entered into an NDA on June 19. Following media reports on June 17 that BioLife had attracted takeover interest, Repligen delivered an updated June 18 proposal of $30.50 per share, approximately 25% cash and 75% stock, again without a financing contingency. Party A required additional time to update its position. The board continued the process while Centerview coordinated diligence and negotiations with several interested counterparties. BioLife opened a detailed virtual data room to Repligen on June 25. Legal negotiations increasingly centered on deal certainty, including the antitrust covenant. BioLifes counsel initially proposed a full hell-or-high-water obligation requiring Repligen to take all actions necessary to secure antitrust clearance, including divestitures involving either BioLife or Repligen assets. Repligen later removed that provision. The parties eventually negotiated a narrower divestiture commitment subject to a Material Adverse Effect cap. During management meetings around June 30 and July 1, de Greef indicated that he believed BioLifes board would support a $33.00 transaction with a larger cash component. Loeillot responded that Repligen might be able to increase its proposal only modestly. Party C submitted a $30.00-per-share all-cash proposal on July 3 with no financing contingency. BioLife gave Party C data-room access and an all-cash draft merger agreement. Repligen and Party C then conducted extensive due diligence in parallel. On July 15, Repligen increased its proposal to $31.00 per share, initially approximately 30% cash and 70% stock, and characterized it as its final offer. Repligen also sought seven days of exclusivity and targeted signing on July 21. BioLifes advisers told Party C it needed to improve its proposal by July 17. On July 17, Party C informed Centerview that it would not increase its $30.00 proposal and did not believe it could submit a competitive bid. De Greef then asked Repligen to increase the cash proportion to 35%, which Loeillot indicated was likely acceptable subject to board approval. Given Repligens higher value, its statement that the offer was final, and Party Cs decision not to increase its bid, the BioLife Board approved exclusivity with Repligen. BioLife and Repligen subsequently entered into an exclusivity agreement through the morning of July 23, subject to termination if Repligen changed material terms. The remaining negotiations focused heavily on the merger agreements legal protections. The terminatio

>50% vote target; HSR expiry (filed Aug 4 2026);

BNCC

OPFI

BNCCORP, INC.

OppFi Inc.

29-April-26

31-October-26

Merger

Friendly

Financial

19.37500

1.90000

32.45000

130.00000

0.05079

1.52300

-0.08579

0.20000

0.04

0.95

0.00000

33.28300

31.76000

1.57223

0.34169

60

Piper

Moelis

Fredrikson

Sidley

Definitive agreement; BNC National Bank is a community-focused commercial bank headquartered in Glendale, Arizona and operating as a subsidiary of BNCCORP, Inc. (BNCC), providing a broad range of financial services to individuals and small-to-medium-sized businesses across markets such as North Dakota and Arizona with approximately $1.1 billion in total assets and approximately $1.0 billion in total deposits as of December 31, 2025. Founded in 1987, BNC emphasizes relationship-driven banking, offering core products including checking and savings accounts, commercial and consumer loans, wealth management, and digital banking services, with a particular strength in business financing and SBA lending; The transaction brings together two complementary, market-leading businesses, combining OppFis sophisticated online lending platform with BNCs national bank charter and diversified banking infrastructure to create a stronger, more diversified, more scalable financial services provider; The transaction has been unanimously approved by the boards of both companies. The transaction is subject to BNCC stockholder approval, regulatory approvals, and other customary closing conditions. The transaction is expected to close during the fourth quarter of 2026; OppFi expects to generate substantial synergies of at least $60 million in the first-year post-closing, $90 million in the second year post-closing, and over $115 million in the third year post-closing. Synergies are based on achievable geographic expansion as well as funding optimization. The business plan does not assume headcount reduction; BNCC stockholders will own approximately 7% of the combined company and OppFi stockholders will own approximately 93% following closing; The transaction is expected to be significantly accretive, generating Adjusted EPS accretion of more than 25% in 2027 and more than 40% in 2028; Valuation: 1.2x BV; Each Holder also granted an irrevocable proxy to BNCC to vote such shares in accordance with the Voting Agreement in the event the Holder fails to do so. The Holders control an aggregate of approximately 20% of the outstanding shares of BNCC common stock; Outside date April 28, 2027 (automatically be extended to July 27, 2027); Valuation: 14.7x EPS (LTM), 1.21x BV, 1.26x TBV;

>50% vote target; Fed; FDIC; OCC; Common equity tier 1 capital ratio of no less than 12% and having a minimum tangible common equity not less than $111,952,000;

BNT

BN

Brookfield Wealth Solutions

Brookfield Corporation

27-May-26

30-November-26

Plan

Friendly

Financial

0.00000

1.00000

40.50000

4150.00000

0.00087

-0.02000

-0.05480

0.00

0.00

0.00000

40.02000

40.06000

0.24450

0.02498

90

Transaction to further simplify their corporate structure under one publicly traded company; Under the terms of the Transaction, all class A limited voting shares of BN and class A exchangeable limited voting shares of BWS will be exchanged on a one-for-one basis for new shares of the Company; The Transaction will be implemented pursuant to a court-approved plan of arrangement and related steps requiring approval of shareholders of each of BN and BWS and is expected to be completed on a tax deferred basis for U.S. and Canadian shareholders. Management information circulars of BN and BWS will be filed with applicable securities regulators providing full details of the transaction and the matters contemplated therein will be voted on at the 2026 annual general meetings of BN and BWS, both to be held on July 16, 2026, as approved by the TSX; Completion of the Transaction is subject to customary conditions and is expected to close by year-end, subject to receipt of all applicable regulatory approvals;

66 2/3 vote target; >50% vote acquiror; Competition Canada (filed July 8 2026);

BOW

Bowhead Specialty Holdings Inc.

American Family Mutual Insurance Company

03-August-26

31-December-26

Merger

Friendly

Financial

34.00000

0.00000

33.73000

1200.00000

0.11147

0.29000

-3.12000

0.14300

0.03

0.09

0.00000

34.00000

33.71000

0.28000

0.02527

121

Ardea

Keefe

Skadden

Willkie

Definitive agreement; Bowhead is a growing specialty insurance business providing casualty, professional liability and healthcare liability insurance products; Bowheads board of directors approved the transaction with American Family; The transaction is targeted to close prior to the end of 2026, subject to customary closing conditions, including receipt of required regulatory approvals and approvals of Bowheads stockholders; American Family will fund the purchase through cash and other liquid investments on hand. The transaction is not subject to any financing conditions or contingency; American Family already owns approximately 14.3% of Bowhead and supplies substantial underwriting infrastructure, issuing-carrier capacity and reinsurance support.; Market shares of U.S. specialty/excess casualty market: American Family assumed share: 2%, Bowhead assumed share: 1%; Valuation: 14.1x EPS (2027E), 2.19x BV; Outside date April 2, 2027 (may unilaterally extend the Outside Termination Date to June 2, 2027); Signed CA February 12, 2026; Preliminary proxy filing deadline: No later than 20 business days after signing; Initial regulatory filing deadline: Generally within 20 business days after signing for the Wisconsin Form A, HSR filing and identified Texas Department of Insurance filings; The regulatory efforts covenant is not a full hell-or-high-water commitment. Parent is protected by a negotiated Burdensome Condition and does not have to accept material capital-support or other adverse regulatory conditions; Background: Potential acquisition discussions began to develop in early 2026. Bowhead sent American Family a draft confidentiality agreement on January 29 and the parties executed the NDA on February 12. Bowhead began sharing confidential information on February 13. Several directors with American Family connections were recused from transaction deliberations. Bowhead retained Ardea on March 10 to advise the Company if an acquisition proposal emerged. In late April, American Family and Bowhead executives began discussing valuation more directly. Bowhead CEO Stephen Sills personally told American Family that he believed a compelling value should start at at least $40 per share, although he emphasized that this was his own view and had not been approved by the Board. American Family delivered its first formal non-binding indication of interest on May 22 at $31.00 per share in cash. The proposal was subject to diligence and contemplated approval by Bowheads independent directors and a majority of disinterested shareholders. The Non-Recused Directors reviewed the proposal on May 27. American Family then raised its indication to $33.00 on May 29 without demanding exclusivity. At the same time, Bowheads directors considered testing the market and instructed Ardea to contact 11 prospective strategic buyers. Between June 1 and June 6, Ardea contacted those 11 parties. Nine quickly declined. Party C acknowledged the outreach but ultimately did not engage. Party B, a large U.S. insurer that had previously discussed strategic opportunities with Bowhead, showed interest and signed a confidentiality agreement on June 8. Bowhead opened diligence to Party B while continuing extensive diligence discussions with American Family. Party B ultimately withdrew on July 2, citing valuation difficulty at Bowheads then-current trading price as well as issues including Bowheads business mix, long-tail liabilities and organizational-cultural differences. Party C never meaningfully reengaged. This left American Family as the only active buyer. Bowhead sent American Family the first merger agreement draft on June 23. That draft included a go-shop and a regulatory-efforts covenant subject to a Burdensome Condition. American Familys July 10 markup pushed materially toward stronger buyer protections. It required a majority-of-the-minority vote, removed the go-shop, proposed a force-the-vote structure, expanded the circumstances constituting a Burdensome Condition, tightened interim operating covenants, sought expense reimbursement if shareholders rejected the transaction and sought limits on shareholder lost-premium damages. Bowhead rejected a number of these changes in its July 17 counterproposal and restored both the go-shop and the Boards right to terminate for a Superior Proposal. American Family continued to hold at $33.00 through mid-July. On July 23, Bowhead management indicated that $33.00 was unlikely to be acceptable and suggested $35.00 might be a level the Board could consider, although that statement was again characterized as managements personal view. On July 28, American Family raised its offer to $34.00 and called that amount its best and final proposal. The $34.00 offer was conditioned on a separate vote of disinterested shareholders and on Bowhead agreeing to proceed without a go-shop. The transaction committee concluded that $34.00 represented an acceptable outcome given the pre-signing market check and the limited interest expressed by other potential buyers. By July 30, several remaining contractual issues had moved in Bowheads favor. American Family abandoned its proposed force-the-vote construct and accepted Bowheads ability to terminate for a Superior Proposal subject to paying the termination fee. The Bowhead directors nevertheless agreed that it was no longer necessary to demand a go-shop and instructed counsel to remove it. The directors also considered whether delaying the process might lead to a higher price but weighed that against American Familys characterization of $34.00 as its best and final offer and the risk of deterioration in Bowheads circumstances or share price. One final structural issue arose on July 31 when American Family proposed using a Parent entity that would require a capital contribution and an additional regulatory approval. Bowhead objected because that structure added financing and execution risk. American Family subsequently designated a sufficiently capitalized Pa

>50% vote target; HSR expiry; Insurance-regulatory approvals in Wisconsin and Texas;

BRBS

HTB

Blue Ridge Bankshares, Inc.

HomeTrust Bancshares, Inc.

17-August-26

15-January-27

Merger

Friendly

Financial

0.00000

0.08600

4.01000

448.10001

0.16158

0.04544

-0.51730

0.08

0.00000

4.04544

4.00000

0.08211

0.05605

136

Stephens

Piper

Williams

Silver

Definitive merger agreement; Blue Ridge Bankshares, Inc. is the holding company for Blue Ridge Bank, N.A. and BRB Financial Group, Inc. Blue Ridge, through its subsidiaries and affiliates, provides a wide range of financial services including retail and commercial banking, and retail mortgage lending; The acquisition expands HomeTrusts footprint into desirable Virginia markets, creating a commercial bank with over $7 billion in assets and over 60 locations across the Southeast. Leveraging HomeTrusts demonstrated performance improvement and merger experience, the combined company will be one of only three $5-10 billion major-exchange traded banks in the region, creating a market leading franchise well positioned for long-term growth and value creation for its stockholders; Holders of approximately 25% of Blue Ridges outstanding warrants have agreed to exchange their warrants for HomeTrust common stock. Remaining warrant holders have the right to do the same with their warrants or have their warrants rolled into newly issued HomeTrust warrants. The transaction is intended to qualify as a tax-free reorganization for federal income tax purposes; HomeTrust stockholders are expected to own approximately 65% of the combined company while Blue Ridge shareholders are expected to own approximately 35%; The transaction is expected to close early in the first quarter of 2027 and be accretive to earnings per share by approximately 30% assuming anticipated cost savings are fully achieved beginning in 2028. HomeTrust estimates dilution to tangible book value per share of approximately 8.3% at the closing of the transaction, with an earn-back period of approximately 3.25 years; The boards of HomeTrust and Blue Ridge unanimously approved the transaction, which is subject to regulatory approvals, HomeTrust and Blue Ridge stockholder approvals, and other customary conditions of closing;

>50% vote target; >50% vote acquiror; Fed; FDIC;

BWMN

Bowman Consulting Group Ltd.

Bernhard Capital Partners

10-August-26

08-December-26

Merger

Friendly

Consulting

43.00000

0.00000

42.60000

1000.00000

0.57914

0.41000

-15.36000

0.15300

0.01

0.03

0.00000

43.00000

42.59000

0.40000

0.03543

98

BofA

Latham

Kirkland

Definitive agreement; Bowman Consulting Group Ltd. Is a national engineering services and program management firm; Bernhard Capital Partners is a private markets investment firm focused on building market-leading infrastructure services and infrastructure asset platforms across essential sectors. With more than $6 billion in assets under management, the firm invests in complex, expansive and often regulated markets characterized by durable demand; Under the terms of the definitive merger agreement, Bowman, along with its financial and legal advisors, will be permitted to actively solicit, consider and negotiate alternative acquisition proposals from third parties during a 35-day go-shop period, concluding at 5:00 p.m. Eastern Time on September 13, 2026; The transaction was unanimously approved by Bowmans Board of Directors and is expected to close in the fourth quarter of calendar year 2026 or the first quarter of calendar year 2027, subject to approval by Bowman shareholders, receipt of required regulatory approvals and the satisfaction or waiver of other customary closing conditions; Certain holders of approximately 15.3% of Bowmans current voting power have entered into voting agreements to support the transaction; This is not a pure financial-buyer transaction from an antitrust perspective. Bernhard already owns multiple engineering, architecture, environmental, utility-engineering and infrastructure-consulting platformsincluding Atlas Technical Consultants, Aventia, Grace Design Studios and TechServthat have varying degrees of overlap with Bowman; Outside date February 9, 2027 (extends to May 10, 2027); Concurrently with the execution of the Merger Agreement, BCP Fund III, LP, BCP Fund III-A, LP, BCP Fund III GP, LP, BCP Prive Co-Invest, LP and BCP Prive Co-Invest-A, LP (each individually, a Guarantor and collectively, the Guarantors) entered into an equity commitment letter with Parent pursuant to which they have severally committed to provide equity financing to Parent in an aggregate amount equal to $605,210,000, on the terms and subject to the conditions set forth in the equity commitment letter; Certain financial institutions have severally committed to provide Merger Sub (in such capacity Borrower) with a $420 million senior secured first-lien term loan facility, including the receipt of executed loan documentation, accuracy of certain representations and warranties, consummation of the Transactions and contribution of equity a $65 million senior secured first-lien revolving credit facility, and a $65 million senior secured first-lien delayed draw loan facility on the terms set forth in a debt commitment letter, dated August 10, 2026 (the Debt Commitment Letter); Signed CA June 4, 2026; Valuation: 18.1x EPS (2027E), 9.1x EBITDA (2027E), 1.65x sales (2027E);

>50% vote target; HSR expiry;

BZH

DFH

Beazer Homes USA, Inc.

Dream Finders Homes, Inc.

07-August-26

26-October-26

Merger

Friendly

Real Estate

33.50000

0.00000

33.22000

2200.00000

0.78476

0.28000

-14.45000

0.01

0.02

0.00000

33.50000

33.21000

0.27000

0.05519

55

JPMorgan / Moelis

GS / BofA / Zelman / Vestra

King

Foley

Definitive agreement; Beazer is a leading national homebuilder operating in 15 markets across 13 states. The company designs, builds and sells new homes across a range of communities and price points, specializing in personalized homebuilding, land development, and homebuyer financing to make homeownership more attainable; Combination will create a scaled national homebuilder with complementary footprints and a clear path to accelerated growth; Expected to generate significant synergies and be double-digit percentage accretive to EPS in year one; Broadens the combined companys ability to serve buyers at every life stage from entry-level homes to move-up communities through an enhanced, fully integrated homebuying experience; Together, the two companies will form the nations sixth-largest homebuilder; Expected to generate over $100 million in annual run-rate cost synergies from production efficiencies, purchasing improvements, reduced overhead costs, elimination of duplicate public company costs, higher mortgage and title insurance capture rates, and lower insurance costs; Expected to be double-digit percentage accretive to EPS in year one, underpinned by strong revenue growth, disciplined cost management, and rapid synergy realization; Dream Finders expects to finance the transaction through a combination of existing capital resources and committed financing from Goldman Sachs, Bank of America, and affiliates of Kennedy Lewis Asset Management; The transaction has been unanimously approved by the boards of directors of both companies and is expected to close in the fourth quarter of 2026, subject to customary closing conditions, including approval by Beazer shareholders and receipt of required regulatory approvals; Dream Finders originally offered $28.50 in February, $29.00 in March, then reduced its May proposal to $25.75. Beazer rejected those offers as materially undervaluing the company. Dream Finders later increased its public proposal to $32 before agreeing at $33.50; Outside Date Feb 6 2027 (subject to an automatic three-month extension if the conditions relating to regulatory approvals or the absence of a legal impediment relating to specified governmental consents have not been satisfied but all other conditions set forth in the Merger Agreement have been satisfied or are capable of being satisfied); Signed NDA July 15, 2026; HSR filing deadline: Within 10 business days after signing; Initial proxy filing deadline: No later than 20 business days after signing; Stockholder meeting: Generally no later than 30 days after mailing the proxy; The parties are subject to a reasonable-best-efforts standard and must work to resolve regulatory objections prior to the Outside Date. Dream Finders controls regulatory strategy, subject to consultation rights for Beazer; The regulatory covenant is stronger than a generic reasonable-best-efforts clause but not an unlimited hell-or-high-water commitment; Dream Finders has accepted a fairly meaningful obligation to remedy antitrust concerns involving Beazer assets and to litigate if necessary. However: the obligation is capped by the Beazer-level material-adverse-effect standard, $300 million or more of affected Beazer assets is expressly above the contractual ceiling, and Dream Finders existing businesses are completely outside the divestiture obligation; The agreement provides broad specific-performance rights rather than making the sellers ability to force closing contingent on debt actually being funded; Valuation: 35.2x EPS (2027E), 15.2x EBITDA (2027E), 0.91x sales (2027E), 0.8x BV;

>50% vote target; HSR expiry;

CBZ

CBIZ Inc

Grant Thornton Advisors

29-July-26

15-November-26

Merger

Friendly

Consulting

55.00000

0.00000

54.60000

5000.00000

0.17773

0.42000

-7.88000

0.01

0.05

0.00000

55.00000

54.58000

0.41000

0.03709

75

GS

DB / JPMorgan / BMO / BofA / RBC / UBS / Evercore

Weil

Simpson / Mayer / Hunton

Definitive agreement; CBIZ, Inc. (NYSE: CBZ) is a leading professional services advisor to businesses nationwide. With industry knowledge and expertise in accounting, tax, advisory, benefits, insurance and technology, CBIZ delivers actionable insights to help clients anticipate what is next and discover new ways to accelerate growth. CBIZ has more than 9,500 team members across 23 major markets coast to coast; Creates the fifth largest professional services, tax and advisory provider in the U.S.; New Mountain Capital which led a May 2024 investment in Grant Thornton Advisors and fueled the firms growth strategy will be investing incremental equity to support the transaction; Upon closing, Grant Thornton in the U.S. is expected to become the fifth-largest provider of professional services, tax and advisory services, with more than $5 billion in annual domestic revenue. The transaction represents the largest of its kind in more than 25 years; With the combination, the multinational platform will have a footprint that spans more than 20 countries and territories, generates nearly $7.5 billion in revenue and employs more than 34,500 professionals across the Americas, Europe, the Middle East and the Asia-Pacific region; The CBIZ Board of Directors has unanimously approved the transaction and recommends that CBIZ shareholders vote in favor of the transaction. The transaction is expected to close in the fourth quarter of 2026, subject to approval by CBIZ shareholders, receipt of required regulatory approvals and satisfaction of other customary closing conditions; Under the terms of the definitive merger agreement, CBIZ, along with its financial and legal advisors, will be permitted to actively solicit, consider and negotiate alternative acquisition proposals from third parties during a go-shop period ending at 11:59 p.m. Eastern Time on August 27, 2026; Valuation: 12.2x EPS (2027E), 10.2x EBITDA (2027E), 1.69x sales (2027E); Outside date July 28, 2027; Concurrently with the execution of the Merger Agreement, pursuant to the terms of equity and debt commitment letters entered into by Parent and/or Affiliates thereof, New Mountain Partners VII, L.P., New Mountain Partners VII Luxembourg, SCSp and certain additional third-party financing sources have committed to provide, subject to the terms and conditions set forth therein, financing to Parent in an aggregate amount of $5.2 billion to fund Parents payment obligations in respect of the transactions contemplated by the Merger Agreement and pay related fees and expenses; Grant Thornton and CBIZ were reportedly the eighth- and ninth-largest U.S. firms by revenue before the transaction, and the combination would become the fifth-largest provider of U.S. professional, tax and advisory services; Background: On April 13, 2026, Grant Thornton and New Mountain submitted an unsolicited non-binding proposal to acquire CBIZ for $47.00 to $50.00 per share in cash. The proposal was based on public information and was subject to diligence. It included a highly confident financing letter and sought exclusivity. Grant Thornton also mentioned the possibility of discussing reinvestment by certain CBIZ shareholders at an appropriate time, but no shareholder reinvestment discussions occurred before execution of the merger agreement. The proposal did not contain employment or Parent equity arrangements for CBIZ directors or executives. After review with Goldman Sachs and Weil, the Board concluded the April offer did not provide sufficient value and instructed management and Goldman to seek a higher proposal. On May 19, Grant Thornton and New Mountain increased their proposal to $51.00 to $52.50 per share. The Board reviewed the revised economics with Goldman Sachs on May 26 and again determined the offer was inadequate. Management and Goldman were instructed to continue seeking a higher value. On May 29, Grant Thornton and New Mountain increased their proposal again to $54.30 per share, which they described as their best offer following the parties discussions. At a June 1 Board meeting, Goldman Sachs reviewed the $54.30 proposal, valuation metrics and CBIZs alternatives. The directors discussed the possibility of contacting other potential buyers before signing. Goldman Sachs also raised the alternative of including a post-signing go-shop in a transaction with Grant Thornton. The Board considered the possible business disruption associated with conducting a pre-signing outreach process and ultimately rejected the $54.30 offer. The Board instructed management to seek $56.00 per share, while determining that it would permit diligence if Grant Thornton offered at least $55.00. CBIZ also remained unwilling to grant Grant Thornton exclusivity. After CBIZ supplied additional information concerning its share count and indebtedness, Grant Thornton and New Mountain submitted a new proposal on June 8 at $55.00 per share in cash and characterized it as their best and final non-binding indication. On June 10, Goldman informed Grant Thornton that the Board had authorized discussions and diligence based on that price. CBIZ and Grant Thornton executed a confidentiality agreement on June 17, 2026 containing a standstill with a customary dont-ask-dont-waive provision and a change-of-control fall-away provision. From June 17 through signing, CBIZ, Grant Thornton and New Mountain conducted extensive diligence across financial, strategic, technology, cybersecurity, tax, insurance, human-resources and legal matters. Weil delivered the initial merger-agreement draft on June 22 and included a go-shop provision. Simpson Thacher returned comments on July 1. From July 1 through July 28, the parties negotiated the transaction documents. Key negotiating areas included financing certainty and cooperation, regulatory conditionality, equity-award treatment, the antitrust efforts standard, termination fees and the scope and mechanics of the go-shop. These issues were specifically identified to th

>50% vote target; HSR expiry (filed Aug 11 2026);

CCO

Clear Channel Outdoor Holdings, Inc.

Mubadala Capital / TWG Global

09-February-26

30-September-26

Merger

Friendly

Media

2.43000

0.00000

2.37000

6200.00000

0.71127

0.07000

-0.94000

0.48000

0.01

0.07

0.00000

2.43000

2.36000

0.06000

0.37161

29

MS / Moelis

Guggenheim / JPMorgan

Kirkland

Freshfields

Definitive agreement; Clear Channel Outdoor Holdings, Inc. is a leader in U.S. out-of-home (OOH) advertising; Mubadala Capital is a global alternative asset management platform that manages, advises and administers for clients and limited partners over $430 billion in assets through its asset managers and strategic partnerships; Led by Mark Walter and Thomas Tull, TWG Global has interests across financial services, insurance, AI and technology, sports / media / entertainment and energy. With an enterprise value over $40 billion, the portfolio of TWG Global and its principals includes Guggenheim Investments, Guggenheim Securities, Group 1001 Insurance, and prominent sports franchises such as the LA Dodgers, LA Lakers and Chelsea FC; Wade Davis, a media and technology veteran who partnered with Mubadala Capital and TWG on the transaction, is expected to join Clear Channel as Executive Chairman, bringing deep industry experience to support the companys next chapter of transformation; The agreement was unanimously approved by Clear Channels Board of Directors. The transaction is expected to close by the end of the third quarter of 2026, subject to customary closing conditions, including receipt of required regulatory approvals and approval by Clear Channels common shareholders; Equity financing will be provided by Mubadala Capital in partnership with TWG. Apollo-managed funds (NYSE: APO) (the "Apollo Funds") have committed to invest preferred equity in the transaction. Debt financing has been committed by a group led by JPMorgan Chase Bank, N.A. and Apollo Funds; Under the terms of the definitive agreement, Clear Channel will have a 45 day "go-shop" period during which it is permitted to actively solicit, evaluate, and consider alternative acquisition proposals from third parties. The go-shop period will expire at 11:59 PM ET on March 26, 2026; Certain holders of approximately 48% of Clear Channels outstanding shares of common stock as of September 30, 2025 have entered into voting agreements to support the transaction; Valuation: 11.x EBITDA (2027E), 3.6x sales (2027E); Inside date March 26, 2026; Outside date November 9, 2026, subject to extension to February 9, 2027; In connection with the execution of the Merger Agreement, on February 9, 2026, Parent entered into support agreements (the Support Agreements) with: (i) certain investment funds affiliated with Legion Partners, L.P., (ii) certain investment funds affiliated with Ares Management LLC, (iii) certain funds affiliated with Pacific Investment Management Company LLC and (iv) Arturo Moreno, in each case, pursuant to which the Company has certain third-party beneficiary rights. Under the Support Agreements, the stockholders party thereto have agreed to, among other things, vote or execute consents with respect to all of their shares of Company Common Stock in favor of the adoption of the Merger Agreement and approval of the Merger and against any Acquisition Proposal; Certain investment vehicles affiliated with, or advised by, the Consortium have committed, pursuant to the equity commitment letters, dated February 9, 2026 (the Equity Commitment Letters), to capitalize Parent, at or immediately prior to the closing of the Merger, with an aggregate equity contribution in an amount of up to $3.3 billion, on the terms and subject to the conditions set forth in the applicable Equity Commitment Letter; Certain lenders party to the Debt Commitment Letter (as defined below) (the Lenders) have committed to provide debt financing (the Debt Financing) in connection with the Merger consisting of a 364-day senior secured bridge facility in an aggregate principal amount of up to $3.369 billion, on the terms and subject to the conditions set forth in a commitment letter, dated February 9, 2026 (the Debt Commitment Letter); Mar 27 2026 go shop expired; Background: Following its 2019 separation from iHeartMedia, Inc., the Company operated as a standalone public entity but faced constraints from a highly leveraged balance sheet. In 2021, the board initiated a strategic review aimed at maximizing value, improving cash flow and reducing leverage, including divesting international assets to refocus on U.S. operations. By early 2025, most international markets had been sold, with the final Spanish divestiture announced in September 2025. In 2025, the Company expanded its review to include broader strategic alternatives such as capital raises, joint ventures, barter transactions, structural separations and a potential sale. Outreach to numerous counterparties generated limited actionable interest, with no party initially pursuing a full acquisition. The board concluded that scale was needed to improve performance but faced structural and leverage constraints that limited available options. In August 2025, an investor consortium led by Mubadala Capital expressed interest in acquiring the Company. After initial discussions and due diligence, the consortium submitted a non-binding offer in October 2025 at $2.00 to $2.40 per share, which the board rejected as too low while continuing engagement and providing additional information to encourage a higher bid. Competing interest remained limited despite some inbound inquiries following media reports of a potential transaction. In December 2025, the consortium increased its offer to $2.35 per share, then to a best and final $2.43 per share. After evaluating alternatives, negotiating terms and considering execution risks of remaining independent, the board agreed to proceed at $2.43 per share, subject to protections including a go-shop period and termination fee structure. The parties entered exclusivity, completed confirmatory due diligence and negotiated definitive agreements through early 2026. On February 9, 2026, the board approved and signed the merger agreement, determining the transaction to be fair to shareholders from a financial perspective, with support agreements secured from major shareholders represen

>50% vote target; HSR expiry (filed Mar 10 2026, cleared Apr 9 2026); CFIUS (filed Mar 10 2026); Spain (attained Aug 25 2026);

CHMI

MITT

Cherry Hill Mortgage Investment Corporation

TPG Mortgage Investment Trust, Inc.

10-August-26

08-November-26

Merger

Friendly

Financial

0.93000

0.30630

2.94000

117.50000

0.28700

0.07564

-0.59462

0.04

0.11

0.00000

3.00564

2.93000

0.07974

0.15503

68

BTIG

Piper

Mayer

Hunton / Fried

Definitive merger agreement; Cherry Hill Mortgage Investment Corporation is a residential mortgage REIT; The companies expect the transaction to close in the fourth quarter of 2026, subject to customary closing conditions, including the approval of both MITT and CHMI stockholders. This strategic transaction was unanimously approved by the Board of Directors of MITT and Board of Directors of CHMI; We are excited to bring together two highly complementary portfolios to significantly enhance the scale of MITTs residential mortgage platform, which we believe will generate meaningful operational efficiencies and deliver accretive earnings growth for the benefit of all stockholders. We look forward to completing this transaction and replicating the success we achieved when we acquired Western Asset Mortgage Capital Corporation in 2023; After conducting a thorough competitive process with the assistance of our financial advisor, the Board unanimously determined that this transaction with MITT is in the best interest of CHMI and its stockholders. We believe this combination will unlock substantial value for all stockholders and we are excited about the value the combination can achieve; On a pro forma basis, following the closing of the transaction, MITT stockholders are expected to own approximately 73% of the combined companys equity, and CHMI stockholders are expected to own approximately 27%; More favorable expense ratio and operating efficiencies of approximately $7 to $9 million on an annual basis are expected to be realized; Outside date March 9, 2027 (subject to extension by an additional 60 days if, by such date, the only closing conditions not satisfied are those relating to obtaining regulatory approvals);

>50% vote target; >50% vote acquiror;

CZR

Caesars Entertainment, Inc.

Fertitta Entertainment, Inc.

28-May-26

24-June-27

Merger

Friendly

Gaming

31.00000

0.00000

29.71000

17600.00000

0.49254

1.30000

-8.93000

0.05000

0.01

0.13

0.00000

31.00000

29.70000

1.29000

0.05383

296

PJT

MS / GS

Latham / Skadden / Freshfields

White

Definitive agreement; Caesars is one of the leading casino entertainment companies in the United States. Its an iconic brand with a significant presence of eight locations on the Las Vegas Strip: Caesars Palace, Harrahs, Paris Las Vegas, Planet Hollywood, Horseshoe, The LINQ Hotel, Flamingo, and The Cromwell, and one of the most recognized loyalty programs in the industry. Fertitta Entertainment brings a proven operating model and a decades-long track record of successfully integrating and growing market-leading hospitality and entertainment businesses, including Golden Nugget Hotels & Casinos and Landrys, one of the largest and most diversified restaurant and hospitality companies in America; The Board of Directors of Caesars Entertainment has approved the transaction and recommends that Caesars shareholders adopt and approve the merger agreement. The Board, after detailed consideration with the assistance of its outside financial and legal advisors, determined that the immediate cash premium offered by this transaction is compelling for Caesars shareholders, and its approval of this transaction underscores its commitment to drive and deliver value for shareholders; On a combined basis, guests will enjoy access to an expansive suite of diversified offerings 60 casino resorts and gaming facilities, online gaming including sports betting, iCasino, and Poker through Caesars leading digital platform, retail sports betting at over 200 third-party locations through the William Hill brand, and over 600 Fertitta Entertainment outlets, including Landrys full-service restaurants, plus multiple amusement, entertainment and aquarium venues; The proposed transaction is not subject to a financing condition. The transaction will be financed through a combination of equity contributed by Fertitta Entertainment, assumed Caesars debt, and new committed debt financing arranged by a group consisting of 10 banks; The transaction is subject to the approval of Caesars Entertainment shareholders and the satisfaction of customary closing conditions, including applicable regulatory approvals. In addition, the Carano family, which owns approximately 5% of the outstanding shares of Caesars Entertainment common stock, has agreed to roll a portion of their equity interests into Fertitta Entertainment; The agreement includes a go-shop period through July 11, 2026, during which time Caesars and its financial and legal advisors may solicit, consider and negotiate alternative acquisition proposals from third parties; if the Closing Date has not occurred as of June 26, 2027 (the Ticking Fee Date), an amount equal to (A) $0.007150 multiplied by (B) the number of days during the period beginning on (and including) the first calendar day of the month following the Ticking Fee Date and ending on (and including) the day immediately prior to the Closing Date; Outside date May 27, 2027 (shall be automatically extended to November 27, 2027); Signed CA February 20, 2026; Valuation: 86.4x EPS (2027E), 4.7x EBITDA (2027E), 1.24x sales (2027E); Background: The sale process developed initially around Carl Icahns investment in Caesars. During summer 2025, CEO Thomas Reeg held periodic discussions with representatives of the Icahn Group concerning Caesars business. By November 2025, Icahn expressed more serious interest in a potential take-private transaction. Because the Icahn Group was subject to restrictions under an existing Director Appointment Agreement, Caesars board and counsel considered whether and how Icahn could formally pursue a transaction. The Board ultimately granted a limited standstill waiver allowing the Icahn Group to privately formulate and present an acquisition proposal. During this period, Caesars began selecting an investment banker and ultimately retained PJT Partners as its exclusive financial advisor. The Icahn Groups financial advisor entered into a confidentiality agreement with Caesars on December 22, 2025. Four days later, on December 26, Caesars entered into a separate NDA with Fertitta Entertainment, Inc. FEI had informed Reeg on December 19 that it and its affiliates had accumulated stock and derivative exposure representing approximately 13 million Caesars shares and that FEI independently had potential interest in acquiring the company. The FEI NDA included a 12-month standstill and other customary confidentiality restrictions. Icahn submitted its first non-binding proposal on January 2, 2026 at $28.50 per share. The proposal contemplated cash from the Icahn Group, preferred equity, third-party debt financing and an equity rollover by members of the Carano family. FEI submitted its first identified proposal on January 9 at $28.75 per share, accompanied by a highly confident financing letter from Morgan Stanley. PJT informed FEI that the price was inadequate but continued diligence discussions. The competing processes subsequently produced higher economics. By February 13, FEI had increased its proposal to $32.00 per share. Its proposal evolved to include a $450 million reverse termination fee and a ticking fee of approximately $1.5 million per day beginning 13 months after signing. The transaction negotiations focused extensively not only on price but on regulatory obligations, financing structure, ticking-fee timing, interim operating restrictions, termination remedies and specific performance. The negotiations became more difficult as market conditions and financing costs changed. On March 16, FEI warned Caesars that it might reduce its proposed price by $1 per share because of increased macroeconomic risks and financing costs. The parties continued negotiating drafts of the merger agreement. Caesars counsel pushed for strong regulatory remedies, including uncapped damages for willful and material breach of the proposed hell or high water regulatory covenant, and resisted FEI efforts to delay commencement of the ticking payment. During April and May, the parties negotiated remedies and financing

>50% vote target; HSR expiry (filed July 13 2026, pulled and refiled Aug 13 2026); Gaming approvals;

D

NEE

Dominion Energy, Inc.

NextEra Energy, Inc.

18-May-26

15-November-27

Merger

Friendly

Utilities

0.00000

0.81380

66.53000

100000.00000

0.23079

3.28257

-9.80427

0.02

0.25

0.40934

69.79257

66.51000

5.55511

0.06881

440

GS / JPMorgan

Lazard / BofA

McGuireWoods

Kirkland

Definitive agreement; Dominion Energy, headquartered in Richmond, Va., provides regulated electricity service to 3.6 million homes and businesses in Virginia, North Carolina, and South Carolina, and regulated natural gas service to 500,000 customers in South Carolina.; Creates the worlds largest regulated electric utility business by market capitalization and one of the worlds largest energy infrastructure companies with an unmatched operating platform benefiting customers; Combined companys customers will benefit over time from its enhanced scale in operations, procurement, construction and financing, enabling it to more cost-effectively meet increased electric demand for approximately 10 million customer accounts; Driving affordability through proposed $2.25 billion in bill credits spread over two years post-close for Dominion Energys customers in Virginia, North Carolina and South Carolina and enhanced operating and capital efficiency over the long term; NextEra Energy expected to improve its existing credit rating thresholds, while Dominion Energy and Dominion Energy Virginia expected to benefit from improved ratings and related reductions in financing costs, further helping keep customer bills more affordable; All-stock transaction is expected to be tax-free to shareholders and immediately accretive at closing to adjusted earnings per share; The combined company will benefit from the industrys most diversified growth platform, driving 9%+ adjusted earnings per share growth expectations through 2032; NextEra Energy and Dominion Energy shareholders owning approximately 74.5% and 25.5% of the combined company, respectively; The transaction has been unanimously approved by the boards of directors of both companies. The transaction is expected to close in 12 to 18 months, subject to customary closing conditions and approvals by the shareholders of NextEra Energy and Dominion Energy, the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act, approval by the Federal Energy Regulatory Commission under Section 203 of the Federal Power Act and approval by the Nuclear Regulatory Commission. The companies will also file for review and approval from the Virginia State Corporation Commission, the North Carolina Utilities Commission and the Public Service Commission of South Carolina; Dominion Energy shareholders will continue to receive Dominions current quarterly dividend through closing plus a one-time cash payment of $360 million (which is taxable and is distributed equally across all outstanding Dominion Energy shares) at closing; Outside date November 15, 2027, which date is extendable to August 15, 2028; Signed CA November 4, 2025; Valuation: 19.9x EPS (2027E), 12.8x EBITDA (2027E), 6.33x sales (2027E); Background: Dominions board and management regularly evaluated the companys long-term strategy, capital requirements, customer affordability, and ability to fund infrastructure needed to meet accelerating electricity demand, particularly from data centers in Virginia. Against that backdrop, the board considered whether combining with a larger utility platform could provide greater financial capacity, operating scale, and execution resources than Dominion could achieve independently. As discussions advanced, Dominion engaged Goldman Sachs and J.P. Morgan as financial advisers and McGuireWoods as legal counsel. NextEra was advised by Lazard, Bank of America, Wells Fargo, and Kirkland & Ellis. The parties and their advisers conducted due diligence and negotiated the transactions valuation, exchange ratio, governance arrangements, regulatory commitments, customer benefits, termination protections, and other merger-agreement provisions. A central issue was the form and value of the consideration. The parties ultimately agreed that each Dominion share would receive 0.8138 NextEra shares, together with Dominion shareholders collective right to a $360 million cash payment at closing. Dominion shareholders would continue receiving Dominions regular quarterly dividend during the pre-closing period. The fixed exchange ratio resulted in Dominion shareholders owning approximately 25.5% of the combined company, with existing NextEra shareholders owning approximately 74.5%. The negotiations also focused heavily on regulatory risk because the combination requires approvals from several federal and state utility regulators. NextEra agreed to significant customer commitments, including approximately $2.25 billion of bill credits for Dominion customers, and accepted a $4.83 billion regulatory termination fee in specified circumstances. These provisions appear to have been important to Dominions assessment of both the public-interest case for the merger and NextEras commitment to obtaining regulatory approvals. Dominions board reviewed the proposed transaction with management and its legal and financial advisers. Goldman Sachs and J.P. Morgan provided financial analyses and fairness opinions. The board considered the premium and value offered to shareholders, continued participation in the combined company through stock consideration, the strategic benefits of greater scale, the ability to fund future infrastructure investment, customer commitments, execution risks, the lengthy regulatory process, and the possibility that NextEras share price could decline before closing. The parties reached final agreement on May 15, 2026. Both boards unanimously approved the merger, and the transaction was publicly announced on May 18, 2026. John Ketchum was designated to serve as chairman and chief executive officer of the combined company, while Dominion chief executive Robert Blue was expected to oversee the combined regulated utility operations;

>50% vote target; >50% vote acquiror; HSR expiry; FERC (filed July 15 2026); NRC (filed July 15 2026); Virginia State Corporation Commission (filed July 15 2026); North Carolina Utilities Commission (filed July 15 2026); Public Service Commission of South Carolina (filed July 15 2026);

DBRG

9984

DigitalBridge Group, Inc.

SoftBank Group Corp.

29-December-25

30-September-26

Merger

Friendly

Tech

16.00000

0.00000

15.96000

4000.00000

0.64609

0.06000

-6.22392

0.02

0.01

0.00000

16.01000

15.95000

0.05000

0.04018

29

JPMorgan / Barclays

Simpson / White

Sullivan / Morrison

Definitive agreement; DigitalBridge Group, Inc. is a leading global alternative asset manager dedicated to investing in digital infrastructure, including data centers, cell towers, fiber networks, and edge infrastructure; The transaction has been unanimously recommended by a special committee of DigitalBridges Board of Directors comprised solely of independent directors. Following the recommendation of the special committee, DigitalBridges Board of Directors unanimously approved the transaction; After the closing of the transaction, DigitalBridge will continue to operate as a separately managed platform, led by Marc Ganzi. The transaction is subject to customary closing conditions, including receipt of regulatory approvals, and is expected to close in the second half of 2026; Valuation: 15.1x EPS (2026E), 29.5x EBITDA (2026E), 9.3x sales (2026E), 11.1% FFEUM; Outside date March 29, 2027 (may be extended by either party by up to 90 days if the closing conditions related to required regulatory approvals or absence of legal restraints prohibiting the Mergers have not been satisfied or waived); Signed NDA March 7, 2024; Background: In the second quarter of 2023, DigitalBridge initiated a broad strategic review with financial advisors Barclays and J.P. Morgan and legal counsel Simpson Thacher & Bartlett and later White & Case. Over the following two years the company contacted ten potential strategic and financial buyers and signed non disclosure agreements with nine of them. Only two parties made proposals. Party A proposed a transaction between $14 and $17 per share but withdrew in September 2023. Party B initially proposed $15 to $16 per share and later increased its offer to $17.50 per share in November 2023 before ultimately lowering it to $12 per share plus potential earnout consideration tied to fundraising. Negotiations with Party B continued into 2025 but were terminated in July 2025 when the board concluded the consortium was unlikely to reach acceptable terms and the process was becoming a distraction. After ending those discussions the board directed management to continue operating as a standalone company. DigitalBridge maintained regular business contact with SoftBank Group because of overlapping interests in digital infrastructure and artificial intelligence related data centers. In October 2025 DigitalBridge CEO Marc Ganzi met SoftBank founder Masayoshi Son in Tokyo to discuss data center development and the Stargate AI infrastructure initiative. During those conversations SoftBank expressed interest in acquiring DigitalBridge. Shortly afterward SoftBank indicated that a proposal would likely be in the $15 to $16 per share range. On October 28, 2025 SoftBank submitted a non binding letter of intent proposing to acquire DigitalBridge for $15 per share in cash and requesting a 60 day exclusivity period. The DigitalBridge board reviewed the proposal with management and advisors and determined to counter with a $16 per share price and a shorter exclusivity period. After negotiations the parties agreed to a $16 per share price and a 45 day exclusivity period, and the board formed a transaction committee of independent directors to oversee the process. SoftBank began due diligence in early November 2025 and the parties exchanged draft merger agreements and disclosure schedules. The initial drafts included numerous points of negotiation such as the size of the termination fee, the presence or absence of a go shop provision, regulatory obligations, investor consent requirements from DigitalBridges infrastructure funds and the treatment of preferred stock and employee equity awards. DigitalBridge initially sought a go shop period and a strong regulatory commitment from SoftBank, while SoftBank proposed higher termination fees, broader regulatory closing conditions and more limited regulatory obligations. Negotiations continued throughout November and December 2025 while SoftBank conducted diligence and the parties refined the terms of the agreement. A Bloomberg report in early December revealed that the companies were in acquisition discussions and caused DigitalBridges stock price to rise sharply. During this period SoftBank also requested an extension of the exclusivity period to complete diligence and finalize negotiations. After reviewing the progress of the negotiations and the status of SoftBanks diligence, the DigitalBridge board agreed on December 18 to extend exclusivity to December 29. In the final stages of negotiations the parties resolved key outstanding issues including the treatment of DigitalBridge employee equity awards, the level of client consents required from DigitalBridges infrastructure fund investors and the structure of regulatory protections. The parties agreed that client consents would be required from DigitalBridges flagship infrastructure funds and investors representing 85 percent of run rate revenue. SoftBank agreed to provide an equity commitment letter through a creditworthy subsidiary to fund the transaction and to pay a regulatory reverse termination fee of approximately $154 million, or about 5 percent of the transaction equity value, if the deal failed because of regulatory obstacles. The agreement also conditioned closing on the absence of a defined Burdensome Condition imposed by regulators. On December 28, 2025 the transaction committee and the DigitalBridge board met with management and advisors to review the final transaction terms. Barclays and J.P. Morgan each presented financial analyses and delivered fairness opinions stating that the $16 per share cash consideration was fair from a financial point of view to DigitalBridge shareholders. After deliberation the transaction committee recommended approval of the transaction and the board unanimously determined that the merger agreement and the transaction were advisable and in the best interests of DigitalBridge and its shareholders. The board approved the merger agreement and recommended that

>50% vote target; HSR expiry (attained Mar 11 2026); CFIUS; FERC (attained Aug 24 2026); FCC; Monetary Authority of Singapore; UK FCA; EC (filed Mar 30 2026, deadline May 8 2026, attained Apr 27 2026); Receipt of required consents for the Companys flagship investment funds and from fee-paying clients of the Company and its subsidiaries representing, in the aggregate, at least 85% of the base date revenue run rate; Australia; Japan; Mexico; FDI approvals: Australia, Austria, Belgium, Bulgaria, Canada, Denmar

DSGR

Distribution Solutions Group, Inc.

LKCM Headwater Investments, LLC

16-July-26

14-October-26

Merger

Friendly

Industrial

35.00000

0.00000

34.73000

2317.09912

0.81253

0.29000

-15.40000

0.79000

0.00

0.02

0.00000

35.00000

34.71000

0.28000

0.07058

43

William Blair

JPMorgan

McDermott

Mayer

Definitive merger agreement; DSG is a premier multi-platform specialty distribution company providing high touch, value-added distribution solutions to the maintenance, repair & operations (MRO), original equipment manufacturer and industrial technologies markets. DSG was formed through the strategic combination of Lawson Products, a leader in MRO distribution of C-parts, Gexpro Services, a leading global supply chain services provider to manufacturing customers, and TestEquity, a leader in electronic test & measurement solutions; LKCM Headwater and its affiliates currently own approximately 79% of DSGs outstanding common stock. J. Bryan King, DSGs Chairman and Chief Executive Officer, is the Managing Partner of LKCM Headwater; Following LKCM Headwaters delivery of the Initial Proposal and in light of LKCM Headwaters existing ownership position and Mr. Kings roles with both LKCM Headwater and the Company, the board of directors of the Company (the Board) formed a special committee consisting of disinterested directors (the Special Committee) to evaluate the Initial Proposal and negotiate a potential transaction with LKCM Headwater. The Special Committee unanimously approved the transaction and recommended that the Board approve the transaction. The Board, upon the Special Committees unanimous recommendation, with certain directors recusing themselves from the vote, approved the transaction; The closing of the transaction is subject to customary closing conditions, including the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the HSR Act), the absence of legal restraints prohibiting the transaction, and stockholder approvals (including the approval of a majority of the votes cast by holders of DSG common stock not owned by LKCM Headwater and its affiliates); The transaction is not subject to a financing condition, however, in connection with the execution of the merger agreement, the Company entered into an amendment to its existing credit agreement with JPMorgan Chase Bank, N.A., as administrative agent, pursuant to which, subject to the applicable terms and conditions of the Companys credit agreement, proceeds of revolving loans may be used to finance the transactions contemplated by the merger agreement; Valuation: 21.6x EPS (2027E), 12.0x EBITDA (2027E), 1.08x sales (2027E); Outside date December 31, 2026; Concurrently with the execution and delivery of the Merger Agreement, LKCM Headwater Investments IV, L.P. (in its capacity as such, the Equity Commitment Party) entered into an equity commitment letter with Parent, Intermediate and Merger Sub (the Equity Commitment Letter), pursuant to which the Equity Commitment Party has committed, subject to the terms and conditions set forth therein, to purchase, or cause one or more of its affiliates to purchase, directly or indirectly, equity securities of Parent up to an aggregate amount equal to $125,000,000 to fund a portion of the amounts payable in connection with the Transactions (the Equity Financing); Signed CA March 20, 2017; Background: LKCM Headwater initiated the process on March 14, 2026, when it delivered an unsolicited, preliminary and non-binding proposal to acquire the approximately 21% of DSG that it and its affiliates did not already own for $29.50 per share in cash. At the time, the LKCM group already beneficially owned approximately 78.7% of DSG. J. Bryan King simultaneously served as DSGs CEO, President and Chairman and as Managing Partner of LKCM Headwater. LKCMs initial proposal contemplated equity and debt financing and stated that the transaction would not be subject to a financing contingency. DSG publicly disclosed the approach on March 16. The Board formally established an independent Special Committee on April 6 consisting of Lee Hillman, David Edelson, Eileen Rhodes and Oscar Zamarripa. The Board delegated broad authority to the committee to evaluate, negotiate or reject the proposed transaction and potential alternatives. The Board also resolved that it would not approve or recommend a transaction without a favorable Special Committee recommendation. The Special Committee retained MWS as independent legal counsel and formally retained William Blair as financial advisor on April 26. LKCM was advised by J.P. Morgan and Mayer Brown. Because King occupied roles on both sides of the transaction, the Special Committee adopted protocols restricting managements communications with LKCM and directed that negotiations be conducted through the Special Committee and William Blair. Mayer Brown circulated initial drafts of the merger agreement, equity commitment letter and limited guarantee on April 14. At an April 17 meeting, the Special Committee reviewed the status of diligence and the initial transaction documents but instructed its advisors to concentrate first on valuation rather than negotiate detailed contractual provisions. Management provided five-year projections covering 2026 through 2030. Management advised the Special Committee that LKCM already had access to the forecasts contained in the lender materials because LKCM had participated in preparing those materials. On April 27, after William Blair reviewed preliminary valuation work, the Special Committee countered LKCMs $29.50 offer at $39.50 per share. LKCM responded through J.P. Morgan on May 6 by increasing its bid to $31.00 per share. The Special Committee concluded that $31.00 did not properly reflect DSGs value and declined to provide another price immediately. It also deliberately deferred discussions about management rollover, equity participation or transition arrangements until the core economic terms had been settled. On May 15, William Blair reiterated the Special Committees valuation position and supplied J.P. Morgan with DSGs five-year plan. By May 22, LKCM had not improved its offer, and the Special Committee decided that it would not engage further absent a higher bid. J.P. Morgan s

Majority of minority vote target; HSR expiry (filed July 29 2026, attained Aug 20 2026);

DV

DoubleVerify

Nielsen Holdings

06-August-26

15-February-27

Merger

Friendly

Media

13.60000

0.00000

13.38000

2150.00000

0.16140

0.23000

-1.66000

0.11800

0.03

0.12

0.00000

13.60000

13.37000

0.22000

0.03632

167

PJT

Barclays

Paul

Gibson

Definitive agreement; DoubleVerify is the leading software platform to verify media quality, optimize ad performance, and prove campaign outcomes; The transaction, which has been approved by the Boards of Directors of both companies, is expected to close by the first quarter of 2027, subject to approval by DoubleVerify shareholders, receipt of required regulatory approvals, and satisfaction of other customary closing conditions; The transaction will be financed through a combination of committed debt financing provided by Barclays, BofA Securities and Citi, incremental equity financing and cash on hand at Nielsen; Funds affiliated with Providence Equity Partners LLC (Providence) that own approximately 11.8% of DoubleVerifys outstanding shares of common stock as of August 5, 2026, have agreed to vote their shares in favor of the transaction; The transaction is more complementary than horizontally consolidating under conventional product definitions. Nielsen is strongest in audience measurement, media currency and cross-screen analytics, while DoubleVerify is strongest in digital media verification, invalid-traffic detection, viewability, brand suitability and campaign optimization; The harder question is whether regulators characterize the parties as present or future competitors in a developing market for integrated, independent, cross-platform media measurement and verification. That theory has precedent: in Nielsen/Arbitron, the FTC challenged the elimination of future competition in national syndicated cross-platform audience measurement and required licensing and asset-transfer relief; Valuation: 24.1x EPS (207E), 7.1x EBITDA (2027E), 2.43x sales (2027E); Outside date May 6, 2027 (automatically extends to August 6, 2027); Concurrently with the execution of the Merger Agreement, certain affiliates of Elliott Investment Management L.P. (collectively, the Equity Investors) entered into an equity commitment letter in favor of Parent (the Equity Commitment Letter), pursuant to which the Equity Investors have severally committed, subject to the terms and conditions in the Equity Commitment Letter, to make equity contributions to Parent of an aggregate amount equal to $200,000,000 to provide equity financing for the Merger; Certain financial institutions (the Debt Financing Sources) have severally committed to provide Parent with debt financing in an aggregate principal amount of approximately $1,800 million (the Debt Financing) on the terms set forth in the related debt commitment letter and fee letter; Signed CA May 2, 2025; Preliminary proxy deadline: DoubleVerify must file the preliminary proxy as promptly as reasonably practicable and, absent Parent agreement otherwise, no later than 25 business days after signing; Stockholder meeting: Must generally be held promptly after mailing of the definitive proxy and initially scheduled no later than the 45th calendar day following first mailing;

>50% vote target; HSR expiry;

EQH

CRBG

Equitable Holdings, Inc.

Corebridge Financial, Inc.

26-March-26

31-December-26

Merger

Friendly

Financial

0.00000

1.55516

52.72000

10537.74414

-0.01576

0.26106

0.05

0.00

0.00000

52.91106

52.65000

0.74045

0.04303

121

GS

MS

Paul

Skadden

Definitive agreement; Equitable Holdings, Inc. (NYSE: EQH) is a leading financial services holding company comprised of complementary and well-established businesses, Equitable, AllianceBernstein and Equitable Advisors. Equitable Holdings has $1.1 trillion in assets under management and administration (as of 12/31/2025) and more than 5 million client relationships globally. Founded in 1859, Equitable provides retirement and protection strategies to individuals, families and small businesses. AllianceBernstein is a global investment management firm that offers diversified investment services to institutional investors, individuals and private wealth clients. Equitable Advisors, LLC (Equitable Financial Advisors in MI and TN) has approximately 4,600 duly registered and licensed financial professionals that provide financial planning, wealth management, retirement planning, protection and risk management services to clients across the country; The transaction will create a leading retirement, life, wealth and asset management company with formidable distribution capabilities, enhanced scale and a diversified portfolio of businesses with well-established global brands; The combined company will have $1.5 trillion in assets under management and administration across Individual Retirement, Group Retirement, Asset Management, Wealth Management, Life Insurance and Institutional Markets; The transaction is expected to be immediately accretive to the combined companys earnings per share and cash generation, increasing to over 10% by the end of 2028; The combined company expects more than $500 million of run-rate expense synergies by the end of 2028, primarily from the consolidation of functions, information technology systems and vendor partners; Under the terms of the merger agreement, which has been unanimously approved by the boards of directors of both companies, Corebridge and Equitable will form a new parent company and each outstanding share of Corebridge common stock will be exchanged for the right to receive 1.0000 shares of the new parent companys common stock, and each outstanding share of Equitable common stock will be exchanged for the right to receive 1.55516 shares of the new parent companys common stock; Following the closing of the transaction, Corebridge shareholders will own approximately 51% of the combined company and Equitable shareholders will own approximately 49% of the combined company; Upon closing of the transaction, the combined company will operate under the Equitable name and brand and trade under the Equitable ticker symbol EQH on the New York Stock Exchange. Marc Costantini, President and Chief Executive Officer of Corebridge, will serve as President and Chief Executive Officer of the combined company and Robin Raju, Chief Financial Officer of Equitable, will serve as Chief Financial Officer of the combined company; The transaction is expected to close by year-end 2026, subject to customary closing conditions, including the receipt of required regulatory approvals and approval of shareholders of both Corebridge and Equitable; Valuation: 4.2x EPS (2027E); Outside date December 26, 2026 (subject to two automatic three-month extensions); Signed CA and Clean Team agreement February 23, 2026; Background: Equitable had considered a potential combination with Corebridge as early as 2023 and approached Corebridges then-parent company. The process became more active in 2025. On July 18, 2025, Corebridge chair Alan Colberg and Equitable CEO Mark Pearson met to explore possible interest in a transaction. Mr. Pearson updated the Equitable board on September 9, 2025. On September 16, 2025, Mr. Colberg and Equitable chair Joan Lamm-Tennant held a similar exploratory meeting. In November 2025, Mr. Pearson told the Equitable board that he intended to contact Marc Costantini after Mr. Costantini became Corebridge CEO. On December 3, 2025, the Corebridge board reviewed strategic options and authorized management to proceed in discussions with Equitable. The discussions accelerated in January 2026. On January 6, Messrs. Costantini and Pearson discussed the potential benefits of a transaction. On January 15, Messrs. Costantini and Colberg met with Mr. Pearson and Ms. Lamm-Tennant to discuss a no-premium all-stock merger of equals. The parties discussed governance terms, including Mr. Costantini as President and CEO of the combined company, Mr. Pearson as Executive Chair, Mr. Colberg as lead independent director, and a balanced combined-company board. The parties also aligned that the transaction would be structured as a no-premium all-stock merger of equals and agreed to direct their advisors to engage. Corebridges advisors were Morgan Stanley and Skadden. Equitables advisors were Goldman Sachs and Paul Weiss. Throughout January and February 2026, management and boards focused heavily on governance, leadership, cultural fit, and strategic rationale. Equitables board considered the selection of the combined-company CEO to be a significant issue and received briefings after Equitable executives met with Mr. Costantini. Corebridges board similarly focused on the Executive Chair role and Mr. Pearsons potential contribution to the combined company. The parties also discussed the role of AllianceBernstein in the combined company, which was a recurring strategic and diligence topic. On February 19, 2026, the Corebridge board met with management, Morgan Stanley, and Skadden to review the potential transaction, preliminary financial information, key considerations, a timeline, and next steps. On February 21 through February 23, Corebridge and Equitable representatives and their advisors negotiated a mutual confidentiality agreement, clean team confidentiality agreement, and exclusivity agreement. On February 23, Paul Weiss sent Skadden an initial draft merger agreement. That draft contemplated equal board designation rights, governance arrangements, integration planning, retention of the Equit

>50% vote target; >50% vote acquiror; HSR expiry (filed May 6 2026, attained June 5 2026); Insurance regulators in Arizona, Colorado, Missouri, New York and Texas; UK CMA (if requested); FINRA; Bermuda Monetary Authority, and securities regulators in Canada, China, Dubai, France, Hong Kong, Ireland, Luxembourg, Singapore, Switzerland, UK;

FNWD

FFBC

Finward Bancorp

First Financial Bancorp.

22-July-26

20-October-26

Merger

Friendly

Financial

0.00000

1.35000

44.25000

208.00000

0.32657

0.77150

-10.18864

0.07

0.00000

44.52150

43.76000

0.92551

0.16875

49

Stephens

MS

Barack

Squire

Agreement; Finward Bancorp is a locally managed and independent financial holding company headquartered in Munster, Indiana, whose activities are primarily limited to holding the stock of Peoples Bank. Peoples Bank provides a wide range of personal, business, electronic and wealth management financial services from its 24 locations in Lake and Porter Counties in Northwest Indiana and Chicagoland; Strategically expands First Financials presence in northwest Indiana and Chicago, with the addition of a low cost core deposit franchise and 24 locations; Transaction is expected to be approximately 5% accretive to First Financials earnings per share; The transaction is expected to close in the fourth quarter of 2026, subject to satisfaction of customary closing conditions, regulatory approvals and approval of Finwards shareholders; Valuation: 15.8x EPS (2027E), 1.05x BV;

>50% vote target; Fed; FDIC; OCC;

FSEA

First Seacoast Bancorp, Inc.

Cambridge Financial Group, Inc.

05-May-26

30-September-26

Merger

Friendly

Financial

17.25000

0.00000

17.18000

80.90000

0.46934

0.09000

-5.42000

0.04

0.02

0.00000

17.25000

17.16000

0.08000

0.06029

29

Keefe

Piper

Luse

Definitive merger agreement; Founded in 1890, First Seacoast Bank is headquartered in Dover and has five branch offices in the Seacoast region of New Hampshire; The merger is subject to customary closing conditions, including regulatory approval and First Seacoast Bancorp stockholder approval. Closing is expected to occur in the third quarter of 2026; Signed CA February 20, 2026 and April 10, 2026; Outside date April 30, 2027;

>50% vote target; Fed; FDIC; OCC; Massachusetts Division of Banks; New Hampshire Bank Commissioner;

GBTG

American Express Global Business Travel

Long Lake Management

04-May-26

30-September-26

Merger

Friendly

Tech

9.50000

0.00000

9.49000

6300.00000

0.60202

0.02000

-3.55000

0.69000

0.03

0.01

0.00000

9.50000

9.48000

0.01000

0.01336

29

Rothschild

Citi / JPMorgan / BofA / Moelis

Kirkland / Skadden

Latham / Gibson / Jones

Definitive agreement; American Express Global Business Travel, which is operated by Global Business Travel Group, Inc., a leading software and services company for travel, expense and meetings & events; Transaction combines Long Lakes applied AI capabilities with Amex GBTs marketplace, customer relationships and technology solutions to make business travel faster, smarter and more seamless for every traveler; Long Lake pioneered the use of frontier technology to accelerate services industries. It has acquired and partnered with dozens of wide-ranging services businesses, improving growth and customer experience with its proprietary Nexus AI transformation platform. It was founded in 2023 and is backed by investors including General Catalyst, Alpha Wave, Elad Gil, D1, Thrive and other strategic partners; Major shareholders collectively representing 69% of GBTs shares have entered into voting agreements in support of the transaction, including American Express, Expedia, Qatar Investment Authority, and BlackRock; The transaction is expected to close in the second half of 2026, subject to the satisfaction of customary closing conditions, including approval by Amex GBTs stockholders and receipt of requisite regulatory clearances; The consummation of the merger is not subject to any financing condition. Long Lake intends to have discussions with certain significant stockholders of the Company relating to a potential rollover of a portion of their Amex GBT shares, which discussions have been authorized by the Special Committee, and may enter into rollover agreements with one or more of those parties in advance of the transaction closing; The transaction is being financed with a combination of equity provided by Long Lakes existing investors and Koch Equity Development LLC (Koch), the principal investment and acquisition arm of Koch, Inc. and committed debt financing provided by JPMorgan, Bank of America, Citi, and MUFG; Valuation: 22.6x EPS (2027E), 8.8x EBITDA (2027E), 1.86x sales (2027E); Inside date July 1, 2026; Outside date November 2, 2026, subject to automatic extension under certain circumstances to February 2, 2027; Parent has obtained equity and debt financing commitments for the purpose of financing the transactions contemplated by the Merger Agreement. Long Lake has committed to capitalize Parent at the closing of the Merger with equity financing for the transaction, subject to the conditions set forth in an equity commitment letter. In addition, Koch Equity Development LLC has committed to capitalize Parent at the closing of the Merger with a combination of preferred and common equity financing for the transaction, subject to the conditions set forth in an equity commitment letter; Background: The Company became public through a business combination on May 27, 2022. After becoming public, the board and management regularly reviewed the Companys standalone strategy, competitive position, opportunities, and prospects. The board also considered acquisitions, including the CWT acquisition, and potential simplification of the Companys umbrella partnership C corporation structure. Over time, the board focused on challenges including limited trading liquidity due to a concentrated stockholder base, the potential limitations of secondary offerings, and the fact that the trading price had not appreciated despite execution of the long term plan. Beginning in fall 2024, the board discussed a strategic transaction process that could include a sale of the Company. Because several significant stockholders had board representation and could have interests in a transaction, the board considered forming an independent and disinterested special committee. On September 24, 2025, the board discussed managements recommendation to form a special committee. On October 3, 2025, the board formally created the Special Committee, consisting of James Bush, Susan F. Ward, and Kathleen Winters. The committee was delegated broad authority to negotiate, oversee, reject, and recommend potential strategic transactions. On December 18, 2025, the Special Committee met with management, Rothschild & Co, and Kirkland. Management reviewed projections, including management projections and bidder projections. Rothschild reviewed preliminary financial analyses and a proposed outreach plan. At the direction of the Special Committee, Rothschild began outreach to 64 potential counterparties from December 2025 through mid-February 2026. Forty-six parties declined to proceed and did not enter into confidentiality agreements. The reasons cited included risks related to artificial intelligence disruption, organic growth, macroeconomic factors, travel market disruption, and durability of pricing and margins. During January through March 2026, the Company entered into customary confidentiality agreements with Long Lake and 11 other financial sponsors. It also entered into confidentiality agreements with three strategic parties and one additional financial sponsor that were viewed as potential minority partners. The process included diligence materials, management meetings, and discussion of finance, AI, technology, supplier, customer, and commercial matters. By March 2026, several parties had dropped out, again citing issues such as AI disruption, exit challenges, internal priorities, and the Companys operating model. First round bids were requested for March 24, 2026. Long Lake, Party A, Party B, Party C, and Party D remained relevant at different points in the process. Party A was initially not advanced but later submitted an unsolicited revised indication at $8.50 per share on March 31, 2026 and was allowed back into diligence. Party C was told it would need to exceed $8.00 per share to remain competitive. Party D was told its offer was below other bidders and needed to improve. Long Lake and General Catalyst were the most active in diligence, spending the most time in the data room and submitting the most diligence requests. By

>50% vote target; HSR expiry (filed May 22 2026, attained June 22); CSA Approval (Cognizant Security Agency responsible for security administration regarding classified activities and contracts under their purview and includes the Department of War, (as delegated to the Defense Counterintelligence and Security Agency), the Department of Energy, the Nuclear Regulatory Commission, and the Director of National Intelligence (as may be delegated to one (1) or more Cognizant Security Offices)); EC; Brazil CADE (a

GDOT

Green Dot Corporation

Smith Ventures / CommerceOne Financial Corporation

24-November-25

30-September-26

Merger

Friendly

Financial

8.11000

0.00000

13.33000

825.00000

0.20593

0.92000

-1.51000

0.00

0.38

6.12000

14.23000

13.31000

0.91000

1.29877

29

Citi

Stephens / Performance Trust

Wachtell

King / Sullivan

Merger agreement; Green Dot Corporation is a financial technology platform and registered bank holding company that builds banking and payment solutions to create value, retain and reward customers, and accelerate growth for businesses of all sizes; Smith Ventures will acquire and privatize Green Dots non-bank financial technology business assets and operations, which will continue running as an independent and growth-focused fintech and embedded finance company. Additionally, CommerceOne will acquire Green Dot Bank and its associated assets and operations, and together, they will become a new publicly traded bank holding company that serves as the fintechs exclusive issuing bank; Upon completion of the acquisition, each share of Green Dot will be exchanged for $8.11 in cash and 0.2215 shares of the new publicly traded bank holding company that will own CommerceOnes existing business, including CommerceOne Bank and Green Dot Bank. Former Green Dot shareholders will own approximately 72% of the new publicly traded bank holding company, and former CommerceOne shareholders will own approximately 28% of the company; Smith Ventures will acquire Green Dots non-bank financial technology business assets and operations from CommerceOne for $690 million in an all-cash transaction. Of that purchase price, $470 million will be distributed to Green Dot shareholders, while $155 million will be invested into the bank to provide additional regulatory capital and liquidity. Approximately $65 million will be used to pay off current indebtedness; The implied value to shareholders of Green Dot is estimated to be approximately $14.23 $19.18 per share (including $8.11 per share in cash) based on an assumed tangible book value multiple of approximately 1.00x-1.80x applied to the combined bank tangible book value at closing. The implied aggregate value is estimated to be $825 million $1.1 billion (including $470 million in cash); The transactions will occur concurrently and are subject to the receipt of required shareholder and regulatory approvals and other customary closing conditions. They are expected to close in the second quarter of 2026; These strategic transactions are the result of the strategic review announced in March 2025. The strategic review process evaluated a range of alternatives which included, but was not limited to, the potential sale of certain business lines/segments and Green Dot as a whole. Green Dot engaged with a broad group of interested parties, including both strategics and financial sponsors across financial technology, banking and consumer finance. Green Dot believes that the strategic transactions announced today represent an attractive opportunity to enhance value for Green Dot shareholders; Smith Ventures has partnered with TPG Credit, who provided a debt financing commitment; Valuation: 9.8x EPS (2026E), 0.72x BV; Outside date November 23, 2026 (subject to an automatic 90-day extension in certain circumstances, including if required regulatory approvals have not been obtained);

>50% vote target; >50% vote acquiror; HSR expiry (cleared Jan 21 2026); Board of Governors of the Federal Reserve System; Alabama State Banking Department; Utah Department of Financial Institutions;

GSAT

AMZN

Globalstar, Inc.

Amazon.com, Inc.

14-April-26

31-March-27

Merger

Friendly

Tech

36.00000

0.19260

81.63000

11672.05371

0.23474

-0.85416

-16.19914

0.58000

0.04

0.00

-5.00000

80.71584

81.56000

-0.06099

-0.00129

211

BDT

Skadden / Wilson

Paul

Definitive merger agreement; Globalstar is a global telecommunications provider connecting what matters most. Through our industry-leading low Earth orbit (LEO) satellite constellation and licensed Band 53/n53 spectrum, we deliver reliable satellite and terrestrial connectivity solutions that empower customers worldwide to connect, transmit, and communicate smarter; Globalstar satellites, radio frequency spectrum, and operational expertise will enable Amazon Leo to add Direct-to-Device (D2D) services to future generations of its low Earth orbit satellite network; New Amazon Leo D2D system will help mobile network operators extend voice, text, and data services to customers beyond the reach of terrestrial cellular networks; Amazon and Apple enter agreement for Amazon Leo to power satellite services for supported iPhone and Apple Watch models, allowing users to text emergency services, message friends and family, request roadside assistance, and more; Globalstar stockholders will elect to receive for each share of Globalstar common stock they own either (i) $90.00 in cash or (ii) 0.3210 shares of Amazon common stock with a value capped at $90.00 per share. This consideration is subject to a proration mechanism that caps aggregate cash elections to a maximum of 40% of total Globalstar shares, and automatically converts excess cash consideration into stock consideration on a pro rata basis. The total transaction consideration is also subject to a downward adjustment of a maximum $110 million in the event Globalstar does not achieve certain operational milestones; Globalstar stockholders holding approximately 58% of the combined voting power of the outstanding shares of Globalstar common stock have approved the transaction by written consent; The transaction is expected to close in 2027, subject to the satisfaction of certain closing conditions, including receipt of regulatory approvals and the achievement by Globalstar of certain HIBLEO-4 replacement satellite milestones; Valuation: 65.6x EBITDA (2027E), 33.6x sales (2027E); Outside date April 13, 2027, which date may be extended to October 13, 2027 and again to April 13, 2028; Signed CA September 12, 2025; Signed Clean Team agreement December 8, 2025; Background: Globalstars strategic review process involved Amazon and at least three other potential acquirers identified as Party A, Party B and Party C. The process was overseen by Globalstars special committee and strategic review committee, with BDT acting as an advisor and Evercore later retained to provide additional financial advice and a fairness opinion. Globalstar also worked with Skadden and Wilson Sonsini as legal advisors. Customer, identified elsewhere as Apple, played a significant role because a buyer needed to establish an acceptable post-closing commercial relationship and address contractual transfer restrictions associated with Globalstars existing arrangements. By September 2025, Globalstar was conducting discussions and diligence with Amazon and Parties A, B and C. Globalstar executed its NDA with Amazon on September 12, 2025 and opened the virtual data room that day. The special committee deliberately avoided making an early counterproposal to Party A because it believed continued engagement with multiple parties could create competitive tension. Party C submitted a September 2025 indication valuing Globalstar at approximately $4 billion to $5 billion, equivalent to roughly $31.58 to $39.47 per share using the then-outstanding share count. The committee later distributed auction drafts of the merger agreement and support agreement to Amazon and Parties A, B and C. Final proposals and merger-agreement markups were requested in November 2025. The initial auction draft contemplated a stockholder meeting, a fiduciary out and a hell-or-high-water regulatory covenant. Bidders pushed for rapid approval through written consent, tighter post-signing deal protections and reduced regulatory-remedy obligations. Amazons proposal improved during November. On November 18, Amazon verbally proposed $70.00 per share entirely in Amazon stock. Globalstar revised the merger agreement to introduce a cash-stock election, accept stockholder approval by written consent within 24 hours and replace the hell-or-high-water standard with a covenant that excluded specified burdensome remedies. The committee also negotiated for a 5.5% reverse termination fee and proposed a lower target termination fee. On December 1, 2025, Amazon increased its proposal to an election between $90.00 cash, subject to a 40% cap, and $70.00 in Amazon stock, with the stock component capped at $77.00 at closing under that iteration. Amazon requested 14 days of exclusivity and emphasized its ability to reach a workable long-term arrangement with Customer. Negotiations continued for several months, including detailed work on Customer arrangements, regulatory obligations, consideration mechanics, satellite-system conditions and termination protections. The ultimate agreement signed on April 13, 2026 preserved the $90.00 cash election and 40% cash cap but provided the 0.3210 stock exchange ratio below the $280.38 Amazon-price threshold. It also included the Customer milestone adjustment, the $419.832 million Globalstar termination fee, the $592.071 million Amazon reverse termination fee, specific C-3 authorization and HIBLEO-4 milestone conditions, and immediate approval through the supporting stockholders written consent;

HSR expiry (filed May 14 2026, pulled and refiled June 17 2026, attained July 17 2026); Certain HIBLEO-4 replacement satellite milestones; FCC; ANFR, Ministry of Telecoms, Ministry of Space and French telecom regulator (ARCEP); Australia ACCC (filed June 29 2026, attained July 20 2026); Ukraine (attained Aug 27 2026);

HUN

OLN

Huntsman Corporation

Olin Corporation

16-June-26

31-March-27

Merger

Friendly

Industrial

0.00000

0.54760

9.48000

4749.31201

-0.12811

-0.02425

0.03

0.00

0.00000

9.44575

9.47000

0.11925

0.02188

211

Citi / MS

Lazard

Kirkland

Cravath / Sidley

Definitive agreement; Huntsman Corporation is a publicly traded global manufacturer and marketer of diversified chemical products with 2025 revenues of approximately $6 billion from our continuing operations. Our chemical products number in the thousands and are sold worldwide to manufacturers serving a broad and diverse range of consumer and industrial end markets. We operate more than 55 manufacturing, R&D and operations facilities in approximately 25 countries and employ approximately 6,000 associates within our continuing operations; Merger of equals; Complementary upstream and downstream capabilities to enhance integration and enable the combined company to better create value across cycles, products and regions; $400+ million of identified and actionable cost synergies and integration benefits; Enhanced financial profile and cost position expected to provide greater performance through the cycle, cash flow generation and growth optionality; Upon completion of the transaction, Olin shareholders will own approximately 54.5% and Huntsman shareholders will own approximately 45.5% of the combined company; The transaction has been unanimously approved by the Boards of Directors of both companies and is expected to close in the first half of 2027, subject to the satisfaction of customary closing conditions, including receipt of required regulatory approvals and the approval of Olins shareholders and Huntsmans shareholders; Valuation: 10.6x EBITDA (2027E), 0.76x sales (2027E); Outside date June 16 2027 (subject to two automatic three-month extensions); Signed CA March 29, 2026; Background: Huntsmans board and management regularly reviewed strategic alternatives in light of industry conditions, global competition, geopolitical uncertainty, pricing and demand volatility, end-market trends, elevated cost structures, and the potential benefits of vertical integration and scale. The background section frames the Olin transaction as part of that broader strategic review rather than as the result of a broad public auction. In early April 2026, Peter Huntsman and Olin CEO Kenneth Lane began more focused discussions regarding a potential stock-for-stock merger of equals. On April 8, 2026, the Huntsman board met to discuss a potential combination with Olin, including strategic rationale, potential synergies, cultural fit, and governance. Mr. Huntsman described a structure in which Mr. Lane would serve as chief executive officer and Mr. Huntsman would serve as chairman. The Huntsman board expressed that Mr. Huntsman should serve as executive chairman. The next day, the Olin board met and discussed the same potential combination, including the strategic rationale of creating a vertically integrated chlor-alkali company and integrating Olins epoxy assets with Huntsmans specialized product portfolio. During April 2026, the companies held management presentations and synergy workstreams. Senior management teams met in Houston to review the businesses and to identify and validate potential synergies, investment opportunities, and the strategic and financial rationale for a combination. On April 15, 2026, the parties entered into a supplemental clean team confidentiality agreement to govern the handling of competitively sensitive information. Huntsman selected Citi and Morgan Stanley as financial advisors, while Olin worked with Lazard and legal counsel. Negotiations intensified in May 2026. The parties exchanged merger agreement drafts and continued reciprocal diligence, including site visits and workstreams on tax, human resources, benefits, information technology, environmental, legal, finance, and treasury matters. Important gating items included the exchange ratio, ownership split, transaction structure, governance framework, and whether Mr. Huntsman would be executive or non-executive chairman. On May 18, 2026, Huntsmans counsel returned a revised merger agreement draft that generally accepted reciprocal no-shop and force-the-vote provisions, proposed termination fees equal to 4.5% of each partys fully diluted equity value, and included expense reimbursement up to $30 million for a shareholder vote failure outside an adverse recommendation change. By June 10, 2026, Mr. Huntsman and Mr. Lane had agreed in principle, subject to board approval, to determine the exchange ratio using the ratio of the parties 30-day VWAPs as of June 12, 2026 and to proceed with the dual-vote structure. The parties also aligned on other governance matters, termination fees, and expense reimbursement. On June 12, 2026, the VWAP formula produced the final 0.5476 exchange ratio, implying approximately 54.5% ownership for Olin shareholders and 45.5% ownership for Huntsman stockholders. Mr. Huntsman later asked whether Olin would agree to a higher exchange ratio, but Mr. Lane reiterated Olins position that the ratio remain 0.5476. On June 14 and June 15, 2026, the Huntsman board reviewed the final transaction terms, legal considerations, regulatory filing requirements, and financial analyses from Citi and Morgan Stanley. On June 15, Citi and Morgan Stanley each delivered fairness opinions to the Huntsman board that the exchange ratio was fair from a financial point of view to Huntsman stockholders, subject to the assumptions and limitations in their opinions. The Huntsman board unanimously approved the merger agreement and recommended that Huntsman stockholders approve the transaction. Also on June 15, 2026, the Olin board met with management and representatives of Lazard, Cravath, and Sidley. Lazard reviewed its financial analysis and delivered its fairness opinion that the exchange ratio was fair from a financial point of view to Olin, subject to the assumptions and limitations in its opinion. The Olin board then approved the transaction and recommended that Olin shareholders approve the direct merger proposal and the subsidiary merger proposal;

>50% vote target; >66 2/3% vote acquiror; HSR expiry (filed July 8 2026); Competition Canada;

HZO

MarineMax, Inc.

Safe Harbor Marinas (Blackstone Infrastructure)

10-August-26

08-December-26

Merger

Friendly

Industrial

53.00000

0.00000

52.12000

1500.00000

0.96078

0.89000

-25.08000

0.02

0.03

0.00000

53.00000

52.11000

0.88000

0.06436

98

Wells

Evercore

Sidley

Simpson

Definitive agreement; Safe Harbor Marinas is a marina and superyacht service business; MarineMax operates approximately 65 marina and storage facilities; The purchase price represents a premium of 96% to MarineMaxs closing share price of $27.03 on January 30, 2026, the last trading day prior to public disclosure of an unsolicited non-binding proposal to acquire 100% of the Company, as well as a premium of 110% to the Companys 90-day volume weighted average price for the period ended January 30, 2026; The transaction is the culmination of a competitive strategic review process led by the Companys Board of Directors (the Board) and management, with the assistance of the Companys independent financial and legal advisors; The transaction announced today is the result of careful consideration and negotiation by the Board and management. Following a thoughtful and comprehensive process, the Board unanimously concluded that this transaction is in the best interests of MarineMax and its shareholders, and that the transaction price represents compelling and certain value for MarineMaxs shares; The transaction, which was unanimously approved by the Board, is expected to close by the end of the calendar year 2026, subject to customary closing conditions, including certain regulatory approvals and the approval of MarineMaxs shareholders; The closing of the transaction is not subject to a financing condition; Safe Harbor was already the worlds largest marina owner/operator before this transaction, owning 138 marinas across the U.S. and Puerto Rico when Blackstone acquired it for $5.65 billion in April 2025. MarineMax adds 65 marina/storage facilities plus IGYs international luxury-marina network; Outside date May 9, 2027 (subject to two automatic extensions of three months each); Signed NDA February 17, 2026; Parent is not required to accept remedies that would reasonably be expected to have a material adverse effect on the combined financial condition, assets, liabilities, businesses or results of operations of MarineMax and Parent and their respective subsidiaries; Valuation: 32.6x EPS (2027E), 10.7x EBITDA (2027E), 0.66x sales (2027E); Inside date December 7, 2026;

>50% vote target; HSR expiry;

IHS

IHS Holding Limited

MTN Group Limited

18-February-26

30-September-26

Merger

Friendly

Telecom

8.50000

0.00000

8.42000

6200.00000

0.03281

0.09000

-0.18000

0.40000

0.02

0.33

0.00000

8.50000

8.41000

0.08000

0.12655

29

JPMorgan

BofA / Citi

Latham

Cravath

Merger agreement; IHS Towers is one of the largest independent owners, operators and developers of shared communications infrastructure in the world by tower count and is solely focused on the emerging markets. The Company has over 37,000 towers across its seven markets, including Brazil, Cameroon, Colombia, Cote dIvoire, Nigeria, South Africa and Zambia; MTN Group Limited is a pan-African mobile operator; Transaction enables IHS Towers shareholders to crystallize the significant value created during the companys strategic review process; MTN has agreed to vote all of its IHS shares in favor of the transaction, and long-term IHS Towers shareholder, Wendel, has also provided a letter of support to vote in favor of the transaction; 239% premium over IHS Towers share price at the announcement of the Companys strategic review on March 12, 2024; The transaction provides shareholders with an immediate and certain opportunity to realize the value generated since the announcement of the Companys strategic review on March 12, 2024, which was initiated during a period of sustained geopolitical and macroeconomic volatility in key operating markets; IHS Towers Board of Directors, has unanimously approved the Agreement and the transaction, and resolved to recommend approval of the Agreement and the transaction by IHS Towers shareholders; MTN has agreed to vote all of its IHS shares in favor of the transaction, and long-term IHS Towers shareholder, Wendel, has also provided a letter of support to vote in favor of the transaction. With these two shareholders combined, more than 40% shareholder agreement or support has been secured for this proposed transaction to conclude; The transaction is expected to close in 2026, and is subject to certain closing conditions, including shareholder and regulatory approvals. The transaction will be funded through the rollover of MTNs existing approximately 24% fully diluted stake in IHS Towers, together with approximately $1.1 billion of cash from MTN, approximately $1.1 billion of cash from IHS Towers balance sheet, and the rollover of no more than the existing IHS Towers debt; Outside date November 17, 2026, as may be extended by mutual written consent of the Company and Parent, and as shall be extended automatically by an additional 45 days if the Required Cash Condition or the Minimum Operating Condition is not satisfied; Signed CA March 12, 2024; Valuation: 11.4x EPS (2027E), 5.3x EBITDA (2027E), 3.14x sales (2027E); Background: The Companys Board regularly reviewed strategic alternatives as part of its assessment of IHSs long term strategy, capital allocation, market position and shareholder value. Those reviews included potential business combinations, acquisitions, dispositions and other strategic alternatives compared with continued operation as a standalone public company. In August 2024, IHS and MTN began resetting their commercial, operational and strategic relationship following the resolution of a commercial dispute. In September 2024, Citi and Bank of America, acting as financial advisors to Parent, contacted J.P. Morgan regarding a potential sale of the Companys Nigerian towers portfolio and other possible transactions involving Parent and the Companys African tower assets. In early November 2024, Sam Darwish of IHS met with Ralph Mupita of MTN to discuss a possible sale of the Nigerian tower portfolio. Mr. Mupita indicated that MTNs board would consider either acquiring the Nigerian tower portfolio or pursuing a broader transaction in which Parent would acquire all of the Companys operations outside Latin America. On January 27, 2025, the Company and Parent entered into a confidentiality agreement to evaluate a potential strategic transaction, including a Company sale. The agreement initially did not include a standstill, although it was later amended to add one. During 2025, the Company and Parent continued to evaluate a broader transaction against the backdrop of the Companys other asset sale processes. By December 2025, the Board was focused on key terms of the draft merger agreement, including the Companys obligation to fund a large portion of the purchase price, the operating cash condition and restrictions on any special dividend without Parents approval. The Board also noted that greater certainty around the Latin American sales would be necessary before approving the transaction. In January 2026, negotiations focused on the final shape of the merger agreement. Parents draft proposed multiple conditions related to indebtedness, regulatory adverse change, material customer relationships and the Companys ability to fund Company Funded Cash. At the Boards direction, J.P. Morgan discussed with Citi and Bank of America an increase to Parents prior $8.00 per share offer. On February 17, 2026, J.P. Morgan delivered its oral fairness opinion to the Board, later confirmed in writing, that the $8.50 per share merger consideration was fair from a financial point of view to holders of ordinary shares other than Parent and affiliates. The Board then approved the merger agreement and related transactions. The Company and Parent executed the merger agreement and related documents, and the Company also announced the LatAm Towers Sale;

>66 2/3 vote target; Minimum cash of $355 million; Successful completion of the sales of both its Latin American tower and fiber operations, announced on February 17, 2026, and February 11, 2026; Antitrust approvals; Nigeria; Zambia; Cameroon; Cote dIvoire; South Africa;

IMXI

WU

International Money Express, Inc.

The Western Union Company

11-August-25

30-September-26

Merger

Friendly

Financial

16.00000

0.00000

14.47000

500.00000

0.72414

1.58000

-5.14000

0.04

0.24

0.00000

16.00000

14.42000

1.57000

2.67206

29

Financial Technology Partners / Lazard

PJT

Holland

Sidley

Definitive agreement; Founded in 1994, Intermex applies proprietary technology enabling consumers to send money from the United States, Canada, Spain, Italy, the United Kingdom and Germany to more than 60 countries; Strategic acquisition strengthens North America retail presence and operating model, expands Intermex beyond its historically high growth Latin America corridors, and is expected to accelerate digital new customer acquisition; Unique opportunity for Western Union to acquire a well-positioned remittance business, adding scale in historically high-growth Latin America geographies; Opportunity to serve Intermexs 6 million customers, giving them access to Western Unions robust digital platforms and capabilities; Expands and stabilizes Western Unions U.S. retail footprint, enhancing resilience and improving customer access across the Americas; Creates an opportunity to leverage Intermexs decades of operational and cultural expertise to drive targeted, sustainable retail growth; Expect $30 million in annual run-rate cost synergies within 24 months; Potential for additional revenue synergies through broader distribution and product offerings, enhancing speed, reliability, and customer value; The acquisition is expected to be immediately accretive to Western Unions adjusted EPS by more than $0.10 in the first full year post close and to generate approximately $30 million in annual run-rate cost synergies within the first 24 months, with potential further upside from revenue synergies by integrating Intermexs capabilities into Western Unions partner and customer network; The transaction has been unanimously approved by Western Unions Board of Directors. Intermexs Board of Directors acting on the unanimous recommendation of its independent Strategic Alternatives Committee has also unanimously approved the transaction and recommends that Intermex stockholders vote in favor of the merger; The transaction, expected to close in mid-2026, is subject to customary closing conditions and regulatory approvals, including clearance under the Hart-Scott-Rodino Act and approvals from financial regulators, as well as approval by Intermexs stockholders; Valuation: 7.1x EPS (2026E), 4.5x EBITDA (2026E), 3.6x Adj EBITDA after synergies (2026E), 0.76x sales (2026E); Outside date May 11, 2026 (automatically extended to August 10, 2026 if certain of the conditions to closing have not been satisfied or waived, automatically further extended to November 10, 2026 if, as of August 10, 2026, there is any Restraint with respect to any Money Transmitter Requirement Approval or the condition as to the Money Transmitter Requirement Approval has not been satisfied or waived); Background: Board Initiates Formal Process (Fall 2024): In November 2024, the Board authorized a formal strategic alternatives process (Project Ivey), forming a Strategic Alternatives Committee of independent directors. Outreach began to 107 potential buyers (strategics + financial sponsors), with 20 NDAs executed. Early Counterparty Activity (Late 2024 Early 2025): Western Union initially showed interest (Dec. 2024) but dropped out on December 24. Party A submitted a preliminary bid of $22.00/share (Jan. 2025) but lacked committed financing. Party A struggled to raise funds and withdrew on February 6, 2025. By mid-February 2025, no actionable bids remained. Process Suspended (February 2025): Given weak interest and shifting fundamentals, the Board suspended the process on February 25. Intermex publicly communicated a renewed focus on digital investment; the stock fell on the announcement. Renewed Interest (March April 2025): Party B (a previously absent strategic) surfaced in early March. Management updated financial projections to reflect deteriorating retail conditions. In April: Western Union re-entered with a $12$14/share all-cash indication. Party B offered $15.25/share (35% stock / 65% cash). Comparative Bid Evaluation (May June 2025): Intermex requested best and final offers: June 16: Western Union raised to $14.50/share cash. Party B remained at $15.25/share (with equity risk). On June 23, the Board authorized exclusive negotiations with Party B, contingent on a stock-price collar. As the exclusivity deadline approached, Party B could not finalize financing. Exclusivity expired July 26 - Intermex immediately engaged Western Union. Western Union Accelerates Due Diligence (Late July Early August 2025). Party B returned with reduced pricing ($13.00, then possibly $12.50) and persistent concerns around financing. Final Negotiation and Approval (August 2025): Western Union held ground at $16.00/share in cash. Lazard delivered a fairness opinion on August 10. The Board unanimously approved the merger on August 10. The parties executed the merger agreement and issued a joint press release on August 10, 2025;

>50% vote target (attained); HSR expiry (attained Oct 8 2025); Money Transmitter Requirement Approvals;

IRDM

RKLB

Iridium Communications Inc.

Rocket Lab Corporation

29-June-26

28-June-27

Merger

Friendly

Telecom

27.00000

0.40000

47.20000

8000.00000

0.24081

5.96600

-4.32691

0.03

0.58

0.00000

53.03600

47.07000

6.53946

0.17149

300

Evercore

DB / Wells / PJT

Davis / Wilkinson

Wilson / Goodwin / DLA

Definitive agreement; Iridium Communications Inc. is a leading provider of global voice, data, and positioning, navigation, and timing (PNT) satellite services; Unites Rocket Labs leading launch and satellite manufacturing capabilities with Iridiums global network, spectrum, and experience to unlock critical space applications; Adds material revenue scale and is significantly accretive to Rocket Labs cash flow generation and profitability; It merges Rocket Labs leading launch capabilities and satellite manufacturing with Iridiums global satellite communications network, spectrum, and 500-plus strong partner ecosystem to create a competitive, vertically-integrated space company that designs, builds, launches, and operates its own constellations, delivering critical communications capability to millions of users worldwide; Under the terms of the transaction, Iridium stockholders will receive $27.00 in cash and a number of shares of Rocket Lab common stock calculated pursuant to an exchange ratio (subject to a collar) for each share of Iridium common stock outstanding at the closing. The collar is banded from $67.50 to $112.50. The transaction has a notional value of $54.00 per share of Iridium common stock; The transaction is expected to be completed in mid-2027, subject to the satisfaction of customary closing conditions, including approval of Iridium stockholders and required regulatory approvals; The transaction has been unanimously approved by the boards of directors of Iridium and Rocket Lab. Moreover, each director of Iridium holding shares of Iridium common stock has entered into a voting agreement to support the transaction; As part of the transaction, Rocket Lab has received commitments for a $3.6 billion 364-day senior secured bridge term loan facility from Deutsche Bank and Wells Fargo. Rocket Lab intends to fund the cash component of the transaction through a combination of cash from its balance sheet and other debt and equity financing sources; The Exchange Ratio will be the following: (i) if the Rocket Lab Common Stock Price (as defined below) is equal to or less than $67.50, then the Exchange Ratio will be 0.4000; (ii) if the Rocket Lab Common Stock Price is greater than $67.50 but less than $112.50, then the Exchange Ratio will be the quotient obtained by dividing $27.00 by the Rocket Lab Common Stock Price, rounded to four decimal places; and (iii) if the Rocket Lab Common Stock Price is equal to or greater than $112.50, then the Exchange Ratio will be 0.2400; Outside date June 28, 2027, which date may be extended to September 28, 2027 and December 28, 2027; Signed CA February 6, 2026; Valuation: 40.1x EPS (2027E), 15.8x EBITDA (2027E), 8.6x sales (2027E); Background: Iridiums strategic process began well before the formal Rocket Lab bid. On November 12, 2025, Iridium entered into a mutual confidentiality agreement with Party A after discussions at an industry conference. That agreement did not contain a standstill. Iridium later entered into an updated mutual confidentiality agreement with Rocket Lab on February 6, 2026 in connection with potential acquisition discussions. Rocket Labs agreement contained a 12-month standstill and dont-ask-dont-waive provisions, although those restrictions would terminate if Iridium agreed to be acquired by another party. The process ultimately developed into a broader strategic sale effort. Iridium and Evercore contacted or interacted with multiple potential strategic counterparties. Six other parties declined to pursue a transaction because of strategic fit or industry considerations. Party C contacted Iridium in early May but did not ultimately sign a confidentiality agreement or submit a proposal. Party B received access to the data room and conducted due diligence but ultimately stopped participating. Party A remained a credible competing participant and conducted substantial diligence. Rocket Lab initially submitted terms that the Iridium board determined did not adequately value the company. Evercore told Rocket Lab in late April that Iridium was soliciting competing interest and requested an improved proposal with higher valuation and greater value certainty. Rocket Lab continued diligence through May. Iridium simultaneously allowed Party A and Party B to perform diligence and formally requested proposals from the active participants. On May 18, Iridium circulated an initial merger agreement contemplating an all-cash acquisition. Importantly, that draft proposed a buyer regulatory termination fee and a strong regulatory-efforts obligation requiring the buyer to accept divestitures or other restrictions needed to obtain approval. This starting position is relevant because the buyer regulatory fee was later negotiated away. The consideration structure evolved from cash to cash plus Rocket Lab shares. Iridium and Evercore analyzed a collar designed to improve value certainty. On June 10, an updated merger agreement reflected cash-and-stock consideration and a collar. Meanwhile, Party A communicated a potential value range of approximately $41 to $45 per share and suggested it might reach the high end only if Iridium granted exclusivity. The Iridium board declined to provide Party A exclusivity because it believed a superior valuation could be negotiated with Rocket Lab. Party A ultimately did not submit a final proposal or markup of the merger agreement. During the legal negotiations, Rocket Lab proposed a 4.0% target termination fee and eliminated Iridiums proposed buyer regulatory termination fee. Rocket Lab nevertheless agreed to significant regulatory-remedy obligations, though drafts initially included materiality qualifications. Iridiums counsel pushed for greater closing certainty and a lower target termination fee. On June 22, Rocket Lab submitted a revised bid of $52.00 per Iridium share, consisting of $26.00 cash and $26.00 in Rocket Lab shares, with no financing contingency. Negotiations continued through the following wee

>50% vote target; HSR expiry (attained Aug 12 2026); FCC (filed Aug 10 2026);

ITGR

KKR

Integer Holdings Corporation

KKR & Co Inc

03-August-26

25-November-26

Merger

Friendly

Healthcare

127.00000

0.00000

125.42000

5700.00000

0.51787

1.59000

-41.74000

0.03

0.04

0.00000

127.00000

125.41000

1.58000

0.05523

85

GS

Centerview / Barclays/ Citi / RJ

Davis

Kirkland

Definitive agreement; Integer Holdings Corporation is a leading global medical device contract development and manufacturing organization (CDMO); The definitive agreement follows the comprehensive strategic review announced by Integer on April 30, 2026. In consultation with management and its financial and legal advisors, the Integer Board considered a range of potential alternatives to ensure the Company is best positioned for continued success and to maximize stockholder value. The Board determined that the transaction with KKR represents the best path forward for Integer and delivers immediate and certain value to its stockholders; The transaction is expected to close by the end of the year, subject to the satisfaction of customary closing conditions, including approval by Integer stockholders and the receipt of required regulatory approvals; The Integer Board has unanimously approved the agreement and recommends that Integer stockholders vote their shares to approve the transaction and adopt the merger agreement. This transaction is not subject to any financing contingency; KKR will make its investment in Integer through its core private equity strategy and finance the transaction through a combination of equity provided by investment funds managed by KKR and committed debt financing; Citi, KKR Capital Markets, Barclays, UBS and Jefferies will act as lead arrangers for the debt financing in connection with the transaction; KKRs recently formed Allyntra medtech precision-engineering platform, built around Precipart, creates a potentially relevant horizontal overlap with portions of Integers medical-device component and contract-manufacturing operations. Nevertheless, available information suggests that the overlap is likely too limited to support a prohibition; Precision-engineered medtech components markets shares: Integer #1 at 18%, Allyntra / Precipart #6 at 8%; In a broad global medical-device contract-manufacturing market, the combined share and change in concentration are expected to be small. Illustrative estimates produce a post-transaction HHI below 600 and a HHI of approximately 18. In a narrower market for precision-engineered medtech components, the post-transaction HHI could be approximately 1,370 with a HHI of approximately 288. These concentration levels warrant investigation but do not independently indicate likely illegality; Valuation: 18.5x EPS (2027E), 13.3x EBITDA (2027E), 2.96x sales (2027E); Signed CA May 22, 2026; The company must call the meeting and begin mailing the proxy within five business days after the SEC confirms that it will not review the filing or completes its review. The meeting is to take place within 35 days after the proxy is first mailed; Outside date May 2 2027;

>50% vote target; HSR expiry;

KVUE

KMB

Kenvue Inc.

Kimberly-Clark Corporation

03-November-25

31-October-26

Merger

Friendly

Healthcare

3.50000

0.14625

18.96000

48700.00000

0.46191

0.18266

-5.86252

0.02

0.03

0.00000

19.13266

18.95000

0.24927

0.08274

60

Centerview / GS

PJT / JPMorgan

Cravath

Kirkland / Gibson / Arnold

Agreement; Kenvue Inc. is the worlds largest pure-play consumer health company by revenue. Built on more than a century of heritage, our iconic brands, including Aveeno, BAND-AID Brand, Johnsons, Listerine, Neutrogena and Tylenol, are science-backed and recommended by healthcare professionals around the world; Kimberly-Clark (NASDAQ: KMB) and its trusted brands are an indispensable part of life for people in more than 175 countries and territories. Our portfolio of brands, including Huggies, Kleenex, Scott, Kotex, Cottonelle, Poise, Depend, Andrex, Pull-Ups, Goodnites, Intimus, Plenitud, Sweety, Softex, Viva and WypAll, hold No. 1 or No. 2 share positions in approximately 70 countries; This transaction brings together two iconic American companies to create a combined portfolio of complementary products, including 10 billion-dollar brands, that touch nearly half the global population through every stage of life; Kimberly-Clark and Kenvue have identified approximately $1.9 billion in cost synergies and approximately $500 million in incremental profit from revenue synergies, partially offset by reinvestment of approximately $300 million; Upon closing of the transaction, current Kimberly-Clark shareholders are expected to own approximately 54% and current Kenvue shareholders are expected to own approximately 46% of the combined company on a fully diluted basis; As part of the transaction, Kimberly-Clark has received committed financing from JPMorgan Chase Bank, N.A. and intends to fund the cash component of the transaction consideration through a combination of cash from its balance sheet, proceeds from new debt issuance, and proceeds from the previously announced sale of a 51% interest in its International Family Care and Professional ("IFP") business; The transaction is expected to close in the second half of 2026, subject to the receipt of Kenvue and Kimberly-Clark shareholder approvals, regulatory approvals and satisfaction of other customary closing conditions; Transaction follows rigorous Board review of all strategic alternatives; Valuation: 18.9x EPS (2026E), 13.5x EBITDA (2026E), 3.12x sales (2026E); Outside date November 2, 2026 (subject to an automatic extension until May 3, 2027); Signed CA August 16, 2025; Background: In March 2024, Kenvue hired Centerview to assist with strategic and financial evaluation. In Q2 2025, Kenvue began evaluating strategic options including divestitures, business combinations and a potential whole-company sale. In April 2025, Kenvue hired Goldman Sachs to advise on possible divestitures. By mid-2025, Kenvue began exploring whether remaining independent, selling assets or selling the whole company would maximize value. Party A and Party B were contacted about a whole-company bid but neither pursued a transaction. July 14, 2025: K-C communicated preliminary interest after Kenvue announced a CEO transition and strategic review. July 1728, 2025: Early discussions focused on synergies and strategic fit. July 28August 4, 2025: Kenvues advisors updated the board on inbound interest in asset sales and K-Cs interest in a whole-company transaction. August 28, 2025: K-C Submits the First Written Proposal: Offer included 0.1475 K-C shares plus 6 dollars per Kenvue share. Implied value was about 25 dollars per share, a premium of about 22 percent. September 5, 2025: Reports surfaced that a US government study might link prenatal acetaminophen exposure to autism. K-C paused its revised proposal and began deep regulatory and litigation due diligence. External counsel and scientific advisors were hired for acetaminophen and talc risk assessment. From late September to mid-October, both sides conducted extensive financial, legal, scientific and operational diligence. October 14, 2025: K-C Submits a Second Proposal: Offer: 0.1400 K-C shares plus 4 dollars in cash. Implied value: about 20.70 dollars per share. Premium: about 28 percent. Kenvue signaled the terms were insufficient and sought improved economics reflecting 48 percent ownership. October 16, 2025: Kenvue Counterproposal: Kenvue proposed an exchange ratio implying about 23 dollars per share. October 24, 2025: K-C Third Proposal: Offer: 0.1450 K-C shares plus 4 dollars cash. Implied value: roughly 21.22 dollars per share. Premium: about 41 percent. October 28, 2025: Texas filed suit against Kenvue and J&J alleging deceptive practices regarding acetaminophen. October 31, 2025: K-C Fourth Proposal: Offer: 0.1450 K-C shares plus 3 dollars cash. Kenvue board reviewed this proposal and prepared a counter. Kenvues Final Counterproposal (October 31): Counter: 0.14625 K-C shares plus 3.50 dollars cash. Implied value: about 21.01 dollars per share. Final Negotiations and Approvals (November 12, 2025): Legal teams finalized merger agreement terms including termination fees and material adverse effect provisions. K-C board reviewed fairness opinions from J.P. Morgan and PJT. Kenvue board reviewed fairness opinions from Centerview and Goldman Sachs. Both boards unanimously approved the merger agreement on November 2, 2025. Before markets opened on November 3, 2025, K-C and Kenvue jointly announced the merger agreement;

>50% vote target; >50% vote acquiror; HSR expiry (attained Feb 12 2026); Competition Canada (filed Feb 27 2026, attained Mar 31 2026); EC; UK CMA; China SAMR (filed May 7 2026); South Africa (attained Sept 1 2026); Australia ACCC (attained Sept 1 2026);

LCII

PATK

LCI Industries

Patrick Industries

30-June-26

31-March-27

Merger

Friendly

Industrial

0.00000

1.24400

101.59000

3908.12720

0.15777

1.30616

-12.67740

0.02

0.09

0.00000

102.61616

101.31000

2.93098

0.05057

211

Perella

JPMorgan / Baird

Kirkland

McDermott

Definitive agreement; LCI Industries, through its Lippert subsidiary, is a global leader in supplying engineered components to the outdoor recreation and transportation markets; Combines customer-focused component solutions providers across complementary product portfolios and end markets; Compelling financial benefits underpinned by strong cash flow generation and a solid balance sheet to drive continued growth and disciplined capital allocation strategy; Patrick shareholders will own approximately 52% of the combined company and LCI shareholders will own approximately 48%; Accelerates shareholder value creation, with $150+ million of estimated run-rate synergies; The transaction is expected to close in the first half of 2027, subject to approval by shareholders of both companies, the receipt of required regulatory approvals and the satisfaction of other customary closing conditions; Outside date March 30, 2027 (subject to two three-month extensions); Valuation: 11.5x EPS (2027E), 7.9x EBITDA (2027E), 6.1x Adj EBITDA after synergies (2027E), 0.88x sales (2027E);

>50% vote target; >50% vote acquiror; HSR expiry (filed Aug 5 2026); Competition Canada;

LNTH

Lantheus Holdings, Inc

Curium (CapVest Partners LLP)

03-August-26

31-March-27

Merger

Friendly

Healthcare

102.50000

0.00000

100.95000

8000.00000

0.08500

3.37000

-4.80101

0.03

0.41

1.80000

104.30000

100.93000

3.36000

0.05829

211

MS / BofA / Solomon

Jefferies / JPMorgan / PJT

Covington / Ropes

Kirkland / Arnold

Definitive agreement; Lantheus is a leading radiopharmaceutical-focused company committed to enabling clinicians to Find, Fight and Follow disease to deliver better patient outcomes; Strategic transaction would bring Curiums theranostics portfolio and global manufacturing platform together with Lantheus complementary U.S. radiodiagnostics business; Provides for near-term certain value for Lantheus shareholders of $102.50 per share in cash at closing and up to an additional $12.00 per share of Contingent Value Rights tied to specified performance milestones for Lantheus commercial portfolio; Combined company would serve oncology, neurology and cardiology patients across more than 70 countries; The Board of Directors of Lantheus has unanimously approved the transaction; Curium was established in 2017 by global investment firm CapVest Partners LLP (CapVest) which remains its controlling shareholder and last year completed the successful recapitalization of Curium in a transaction which valued the Curium Group at approximately $7 billion; The Lantheus Board of Directors, with the assistance of its financial advisors, conducted a comprehensive evaluation of its strategic options, including outreach to multiple third parties and remaining as a standalone company. After concluding this robust process, the Board unanimously determined that this transaction is in the best interests of Lantheus and its shareholders as the value maximizing path relative to the other strategic options; The transaction is expected to be financed through a combination of debt and equity and is not subject to any financial conditions or other related contingencies; The transaction is currently expected to close in the first half of 2027, subject to satisfaction of customary closing conditions, including receipt of Lantheus shareholder approval and required regulatory approvals; The transaction is more complementary than directly horizontal, particularly in the United States. Lantheus is strongest in commercial radiodiagnostics such as PYLARIFY, DEFINITY and Neuraceq, while Curium combines isotope production, radiopharmaceutical manufacturing, SPECT products, selected PET diagnostics and an emerging therapeutic pipeline; Valuation: 16.2x EPS (2027E), 13.1x EBITDA (2027E), 4.84x sales (2027E); The CVR is a non-transferable right that can pay up to $12.00 per share in additional cash based on specified aggregate adjusted sales milestones. Shareholders may receive up to $8.00 per share if global prostate cancer diagnostics sales reach thresholds ranging from $950 million to $1.75 billion in fiscal 2030, up to $3.00 per share if global neurology diagnostics sales reach $300 million or $350 million in any of fiscal 2028 through 2030, and $1.00 per share if the global DEFINITY business reaches $400 million in sales in fiscal 2030; Signed CA Feb 18 2026; Signed clean team agreement May 20 2026; Outside date May 2 2027 (can be extended to November 30, 2027); HSR filing deadline: No later than 15 days after signing, unless otherwise agreed or delayed by a qualifying federal government closure; CMA briefing-paper deadline: No later than 30 business days after signing; The parties must use reasonable best efforts to obtain the required approvals and eliminate regulatory impediments before the outside date; Background: The process began before Curiums approach. In spring 2025, Party A approached Lantheus and entered into a confidentiality agreement containing a customary standstill. The parties held preliminary discussions but ultimately discontinued the process. Separately, beginning in late 2025 and extending into early 2026, Lantheus management conducted a broader strategic review of the companys businesses and portfolio at the direction of the board. Morgan Stanley was engaged to help evaluate strategic alternatives, including potential transactions and continued operation as a standalone radiodiagnostics-focused company. Party B submitted an unsolicited expression of interest in December 2025 but did not provide a valuation and substantive discussions did not proceed at that stage. Curiums process began on February 9, 2026, when Curium Biopharma CEO Chaitanya Tatineni contacted former Lantheus CEO Brian Markison regarding a potential transaction. Lantheus and Curium entered into a mutual NDA on February 18. The NDA initially contained no standstill. Following preliminary discussions and diligence, Curium submitted its first written proposal in early April. The April 3 proposal contemplated $92 to $95 per share in cash. The board considered that valuation inadequate but authorized continued discussions because it believed a transaction could be attractive at a sufficiently higher price. Lantheus also re-contacted Party A, but Party A advised Morgan Stanley on April 15 that it was not prepared to submit a proposal. After further diligence, Curium increased its offer to $100 per share in cash on April 22. Curium characterized that level as its best and final upfront cash offer but signaled willingness to use contingent consideration to bridge the valuation gap. Lantheus responded by seeking $103.50 in cash plus CVRs worth up to another $6.50. Curium then proposed $102 in cash plus CVRs worth up to $8 on May 6. Following additional exchanges, the parties continued refining the commercial thresholds attached to the CVRs. On May 12 Curium delivered a $102 cash plus up to $8 CVR proposal that the board determined was sufficiently attractive to justify full confirmatory diligence. The board emphasized the need to move rapidly to reduce disruption to Lantheuss standalone plans. The parties amended their confidentiality agreement to add a standstill on May 19 and executed a clean-team agreement on May 20. The following day, May 21, was ultimately treated as the unaffected trading date. On May 22, Bloomberg reported that Lantheus was in negotiations with Curium regarding a transaction potentially worth approximately $7 billion. The leak

>50% vote target; HSR expiry (filed Aug 18 2026); EC; UK CMA;

LXFR

Luxfer Holdings PLC

Wynnchurch Capital, L.P.

27-July-26

24-November-26

Scheme

Friendly

Industrial

17.37000

0.00000

17.21000

507.57565

0.30700

0.30000

-3.81054

0.01100

0.04

0.07

0.00000

17.50000

17.20000

0.29000

0.07536

84

DB

Lazard

Fried

Kirkland

Definitive agreement; Luxfer Holdings PLC is a global industrial company innovating niche applications in materials engineering; Wynnchurch Capital, L.P. is a leading middle-market private equity investment firm that has been investing in industrial businesses for more than 25 years. Wynnchurch is currently investing out of its sixth private equity fund and manages approximately $9.1 billion of assets under management; Under the terms of the agreement, which has been unanimously approved by the directors in attendance at a meeting of Luxfers Board of Directors, Luxfer shareholders will receive $17.37 per ordinary share in cash; The transaction is currently expected to be completed prior to the end of 2026, subject to approval of Luxfer shareholders, receipt of regulatory approvals and customary closing conditions. The transaction is not subject to financing conditions; English law scheme of arrangement under Part 26 of the Companies Act 2006; Outside date February 26, 2027; Buyer has obtained an equity financing commitment from a fund managed by Wynnchurch and a debt financing commitment from funds managed by an institutional lender for the Transaction, the aggregate proceeds of which will be sufficient for Buyer to pay the aggregate Consideration, any amounts required to repay the Companys existing indebtedness as set forth in the Transaction Agreement, and all related fees and expenses of Buyer in connection with the transactions contemplated by the Transaction Agreement; Valuation: 12.0x EPS (2027E), 7.9x EBITDA (2027E), 1.30x sales (2027E); Background: Luxfers strategic review began well before the Wynnchurch transaction. In September 2023 the company began evaluating financial advisers, and on October 23, 2023 it retained Deutsche Bank. On October 25 Luxfer publicly announced a strategic review. The Board considered a wide range of alternatives, including acquisitions, mergers, joint ventures, separate sales of Gas Cylinders, Elektron and Graphic Arts, and a sale of the whole company. Deutsche Bank began informal outreach to potential strategic buyers in early 2024. Luxfer subsequently sold its Graphic Arts business in July 2025 while continuing to evaluate broader strategic alternatives. The formal sale process began between March 25 and April 2, 2026. Deutsche Bank contacted 43 potential counterparties, including 13 strategic companies and 30 financial sponsors. Twenty-two of the initial outreach parties signed confidentiality agreements, and additional inbound parties later signed agreements as well. Wynnchurch entered into its confidentiality agreement with Luxfer on April 8. The confidentiality agreements generally contained standstill provisions. Potential bidders received a confidential information memorandum, a market study and a quality of earnings report. Luxfer requested preliminary bids for a sale of the entire company and also allowed bidders to propose separate acquisitions of Gas Cylinders or Elektron. On May 4, Luxfer received several preliminary WholeCo proposals. Wynnchurch indicated $16.12 to $16.89 per share. Party A proposed $16.50. Party B proposed $17.92 to $19.96. Party E proposed $17.20 to $18.30. Party H proposed $16.00 to $18.00. Other bidders submitted proposals for the individual Gas Cylinders or Elektron businesses. Luxfers April earnings release had raised 2026 guidance and management had indicated expectations for strong earnings growth in 2027. This helped support Luxfers valuation but also increased its trading price and reduced the premium that prospective buyers could offer. The field narrowed during May and June. Several parties withdrew after diligence. Party H cited softer anticipated growth in Elektron, operating complexity, EBITDA underwriting and Luxfers rising share price. Party G was only interested in part of Elektron. Party F concluded Gas Cylinders was too small for its underwriting. On June 3, Wynnchurch increased its WholeCo proposal to $17.25 per share while Party B proposed $18.00. Party A submitted the strongest Gas Cylinders proposal at $228 million at that stage. No bidder submitted a revised proposal for all of Elektron. The Board decided to continue with Wynnchurch, Party A and Party B. By mid-June Wynnchurch had become materially more advanced than the other WholeCo bidders. It had engaged outside counsel and was undertaking substantial financial, commercial, legal and environmental diligence. Party Bs process progressed more slowly and it had not engaged external advisers for detailed diligence. On July 7 Wynnchurchs counsel delivered a markup of the transaction agreement that sought to narrow Luxfers proposed regulatory protections, reduce the reverse termination fee, increase Luxfers termination fee and remove the automatic extension of the End Date for unresolved regulatory or Scheme conditions. Those issues remained material points of negotiation. On July 13 Party B informed Deutsche Bank that it would not submit a final proposal because it could not complete its review within the process timeline. Party B did not reaffirm its prior $18.00 proposal and indicated that any future bid would likely be lower. On July 14 Wynnchurch submitted a $17.40 per-share proposal for the whole company. Party A submitted a $201.3 million proposal for Gas Cylinders. The Board continued to negotiate with Wynnchurch rather than pursue a stand-alone Gas Cylinders sale because of execution and separation risks associated with selling Luxfers businesses individually. Wynnchurch subsequently increased its proposal and sought exclusivity. Luxfer agreed to an exclusivity period beginning July 19 and ending at 11:59 p.m. Eastern Time on July 24. Luxfer rejected an automatic extension of the exclusivity period and retained the ability to terminate exclusivity immediately if Wynnchurch reduced the agreed price. During the exclusivity period the parties negotiated the definitive agreement, financing documents, guarantee, voting agreement and regulatory

>75% vote target; HSR expiry (filed Aug 7 2026); UK CMA (filed Aug 12 2026); Italy (filed Aug 13 2026);

LXP

BAM

LXP Industrial Trust

Brookfield Asset Management / Canada Pension Plan Investment Boa

20-July-26

15-November-26

Merger

Friendly

Real Estate

61.20000

0.00000

60.71000

5200.00000

0.04598

0.50000

-2.19000

0.01

0.19

0.00000

61.20000

60.70000

0.49000

0.03990

75

BofA / JPMorgan

Citi / MS

Hogan

Gibson / Thompson / DLA / Dechert

Definitive merger agreement; LXP owns one of the largest portfolios of modern warehouse and logistics facilities in the United States, comprising approximately 53 million square feet across 108 properties in attractive industrial markets in the Sunbelt and Midwest. The portfolio is characterized by modern assets, strong occupancy and long-duration leases that generate durable cash flows and is well positioned to benefit from the demand for high-quality, well-located logistics properties; The transaction has been unanimously approved by LXPs Board of Trustees and is expected to close in the fourth quarter of 2026, subject to approval by LXPs shareholders and satisfaction of other customary closing conditions. The transaction is not subject to a financing condition; The definitive agreement includes a 40-day go-shop period expiring at 11:59 p.m. New York City time on August 28, 2026, during which time LXP, with the assistance of its advisors, may actively solicit and consider alternative acquisition proposals and engage in discussions with third parties; Under the terms of the definitive merger agreement, LXP has agreed to suspend payment of common share dividends until the earlier of the closing of the transaction or the termination of the definitive agreement; Outside date January 19, 2027; Valuation: 17.0x FFO (2027E), 17.0x AFFO (2027E), 19.0x EBITDA (2027E), 14.3x sales (2027E), 5.7% cap rate; Signed NDA April 8, 2025;

>50% vote target; China SAMR (filed Aug 27 2026);

MKTX

ICE

MarketAxess Holdings Inc.

Intercontinental Exchange, Inc.

30-July-26

30-June-27

Merger

Friendly

Financial

167.00000

0.00000

163.08000

5700.00000

0.32824

6.27000

-35.57827

0.03

0.15

0.00000

169.34000

163.07001

6.26000

0.04658

302

JPMorgan

BofA

Weil

Sullivan / Morgan

Definitive agreement; MarketAxess Holdings Inc. is a preeminent electronic trading platform for global institutional fixed income markets; Acquisition unites two complementary platforms in global fixed income, connecting institutional and retail investors through one integrated fixed income ecosystem spanning execution, data, indices, and analytics; Transaction expected to be accretive to adjusted earnings per share (EPS)1 in the first year; The combination will bring together two highly complementary businesses to form a more complete and connected fixed income platform; MarketAxess connects approximately 2,100 institutional investors and broker-dealers across more than 90 countries, enabling electronic trading in corporate bonds, municipal bonds, emerging market debt, Eurobonds, U.S. Treasuries, and other fixed income instruments. Together with ICEs established retail and wealth focused bond trading franchise, deep data and analytics capabilities, and global index business, the combined platform will serve every segment of the fixed income market through a single, unified ecosystem; The transaction has been unanimously approved by the Boards of Directors of both companies; 100% cash consideration financed via newly issued debt (a mix of bonds, term loan and commercial paper); $100 million in annual run-rate expense synergies, expected to be fully realized within three years post-close; Expected to be accretive to adjusted ICE EPS1 in the first full year following close; Transaction unanimously approved by the Boards of Directors of both companies; expected to close in the first half of 2027, subject to receipt of MarketAxess stockholder approval, applicable regulatory clearances, and customary closing conditions; Outside date July 29, 2027 (automatically be extended for a period of six (6) months, with no more than two (2) such extensions permitted under the Merger Agreement.); Signed CA February 5, 2026; Valuation: 19.4x EPS (2027E), 12.2x EBITDA (2027E), 6.0x sales (2027E);

>50% vote target; HSR expiry; EC; UK CMA;

NATH

SFD

Nathans Famous, Inc.

Smithfield Foods, Inc

21-January-26

30-September-26

Merger

Friendly

Food

102.00000

0.00000

98.49000

450.00000

0.09997

4.10000

-5.17000

0.29900

0.02

0.44

0.00000

102.00000

97.90000

4.09000

0.67386

29

Jefferies

GS

Akerman

Hunton

Definitive merger agreement; Nathans Famous, Inc. is a Russell 2000 company that currently distributes its products in 50 states, the District of Columbia, Puerto Rico, the U.S. Virgin Islands, Guam, and 21 foreign countries through its restaurant system, foodservice sales programs and product licensing activities; Since March 2014, Smithfield Foods has held an exclusive license from Nathans Famous within the United States, Canada and Sams Clubs in Mexico for Smithfield to manufacture, distribute, market and sell Nathans Famous branded hot dogs, sausages, corned beef and certain other ancillary products through the retail channel, and to manufacture and distribute Nathans Famous branded hot dog and sausage products for the foodservice channel. The license is scheduled to expire in March 2032; The transaction represents a valuation of approximately 12.4x Nathans Famouss LTM adjusted EBITDA and a multiple of approximately 10.0x post-synergies. Smithfield Foods expects to achieve annual cost synergies of approximately $9 million by the second anniversary of the deal closing; The acquisition of Nathans Famous will be immediately accretive to Smithfields adjusted diluted earnings per share; The Board of Directors of Nathans Famous approved the merger agreement with Smithfield Foods and agreed to recommend that the Nathans Famous stockholders vote to adopt the merger agreement; The transaction is not subject to a financing contingency and will be funded by cash on hand. The closing of the transaction is expected to occur in the first half of 2026, subject to satisfaction of certain conditions set forth in the merger agreement, including obtaining approval by the holders of a majority of the outstanding Nathans Famous common stock, expiration or termination of the applicable waiting period under the Hart-Scott Rodino Antitrust Improvements Act of 1976, as amended, approval from the Committee on Foreign Investment in the United States (CFIUS), and other customary closing conditions; The definitive merger agreement permits the Nathans Famous Board of Directors to declare and pay two regular quarterly cash dividends during the period pending closing; Members of the Nathans Famous Board of Directors who in the aggregate own or control approximately 29.9% of the outstanding shares of Nathans Famous common stock have entered into a voting agreement pursuant to which they have agreed, among other things, to vote their shares of common stock of Nathans Famous in favor of the transaction; Outside date June 22, 2026, subject to extension to October 20, 2026; Signed CA June 10, 2025; Valuation: 12.2x EBITDA (LTM), 2.82x sales (LTM); Background: Nathans Famous regularly reviewed its strategy, operating performance and options to increase long-term shareholder value, always with a close eye on its unusually important relationship with Parent. That relationship was central because Parent manufactured and distributed most Nathans branded hot dogs and paid royalties that accounted for a very large share of the companys revenue and operating income. The license agreement ran through March 2032, which made Parent both a natural buyer and a constraint on other potential bidders. After media reports in February 2025 suggested Nathans was exploring a sale, Parents CEO told Nathans management in March that Parent was interested in an acquisition. On May 8, 2025, Parent made an unsolicited non-binding proposal to buy the company for $100 per share in cash. Nathans board reviewed the offer with management, Jefferies and legal counsel, concluded that $100 was too low, but allowed Parent to begin limited diligence because of its long relationship with the company and its knowledge of the business. The board also hired Jefferies as financial advisor, formed an informal transaction committee to help manage the process, and signed an NDA with Parent in June. Throughout the summer of 2025, Parent conducted diligence while Nathans board considered the companys projections, valuation, trading history and alternatives. Jefferies reviewed the likelihood of interest from other strategic or financial buyers and concluded that the companys dependence on Parent and the remaining license term limited the universe of realistic alternatives. In July, after Parent reaffirmed its $100 per share offer, the board countered at $120 per share. Parent refused to move and broke off discussions at the end of July, after which Nathans cut off its access to the data room. In the fall, the board continued to review strategic alternatives, including returning more cash to shareholders. In November 2025, after strong concern about the lack of progress and the companys cash position, the board declared both its regular dividend and a special dividend. Shortly after that, Parent returned with a new proposal at $102 per share, equivalent to $97.50 after adjusting for the special dividend, and sent an initial merger agreement draft. The board reviewed the proposal, the companys stock performance, the limited likelihood of competing bids, and the merger terms. Nathans countered at $105 per share, and Parent responded with what it described as a best-and-final price of $103.50 per share. On November 24, the board agreed to proceed at that price, subject to confirmatory diligence, negotiation of definitive terms and final board approval. From December 2025 into January 2026, the parties negotiated the key open issues in the merger agreement. The most important disputes involved the termination fee Nathans would owe Parent, whether Parent would have a strong obligation to secure regulatory approvals, whether Parent would pay a reverse termination fee if the deal failed because of CFIUS or HSR issues, whether the license agreement would be extended if the deal failed, and how much freedom Nathans would retain to pay regular dividends and run its franchise system between signing and closing. Nathans pushed for stronger protection, including a reverse termina

>50% vote target; HSR expiry (filed Jan 23 2026, attained Feb 23 2026); CFIUS;

NATL

BCO

NCR Atleos Corporation

The Brinks Company

27-February-26

15-February-27

Merger

Friendly

Financial

30.00000

0.15740

46.03000

6600.00000

0.22618

1.02615

-7.63729

0.02

0.12

0.00000

46.96615

45.94000

1.23786

0.05983

167

JPMorgan

MS

King

Sidley

Definitive agreement; NCR Atleos has the largest independent network of ATMs consisting of approximately 78,000 owned and operated ATMs in secure, high foot-traffic retail locations, which are a portion of NCR Atleos expansive total global installed base of approximately 600,000 ATMs; Cash and stock transaction combines two complementary trusted and globally recognized financial technology infrastructure providers to better serve banking and retail customers; Positioned to accelerate Brinks growth in high-margin AMS and DRS businesses by expanding into large, under-penetrated addressable markets; Expected to deliver at least 35% accretion to EPS, while generating strong cash flow with an estimated $200 million in annual run-rate cost synergies; Brinks shareholders will own approximately 78%, and NCR Atleos shareholders will own approximately 22%, of the outstanding shares of Brinks common stock; The cash portion of the purchase price will be financed with a combination of cash on the balance sheet and new debt raised. Brinks has obtained $4.5 billion in committed bridge financing from Morgan Stanley Senior Funding, Inc; The transaction has been unanimously approved by the boards of directors of both companies and is expected to close in the first quarter of 2027, subject to customary closing conditions, including regulatory approvals and the approval of both companies shareholders; Valuation: 8.6x EPS (2027E), 6.6x EBITDA (2027E), 1.4x sales (2027E); Outside date February 26, 2027, subject to an automatic extension (a) until August 26, 2027; Signed NDA May 29, 2025; Background: NCR Atleos completed its spin-off from NCR Corporation, now NCR Voyix, on October 16, 2023. After the separation, both NCR Atleos and Brinks continued reviewing their standalone plans and strategic alternatives. NCR Atleos management was authorized to engage preliminarily with third parties, including Brinks, regarding potential strategic transactions and other growth opportunities. The parties held discussions through 2025, including management meetings and information exchanges. In August 2025, the NCR Atleos board authorized management, with assistance from J.P. Morgan, to continue discussions with Brinks. In September 2025, the Brinks board reviewed the potential NCR Atleos transaction alongside a possible transaction with another party referred to as Party A. Brinks then decided to stop discussions with NCR Atleos because of NCR Atleos elevated trading price and the perceived attractiveness of Party A. Brinks informed NCR Atleos of that decision on September 25, 2025, and the NCR Atleos virtual data room was closed on October 20, 2025. Brinks continued discussions with Party A during the fall of 2025, but talks with NCR Atleos resumed in January 2026. Brinks delivered a January 22 proposal, which NCR Atleos rejected as financially insufficient. NCR Atleos then authorized a counterproposal with a total value equivalent to $54.95 per share. On January 31, 2026, Brinks made an improved proposal valued at $50.00 per share, consisting of $30.00 in cash and 0.1574 Brinks shares per NCR Atleos share. Brinks stated it had no additional flexibility on aggregate consideration. During February 2026, the parties negotiated the merger agreement and key transaction protections. Major open issues included regulatory obligations, superior proposal mechanics, reciprocal no-shop restrictions, termination fees, Brinks obligation to recommend the share issuance, and NCR Atleos request to designate directors to the Brinks board after closing. The parties also discussed money transmitter license approvals and a mechanism for surrendering licenses or winding down associated businesses to satisfy the condition. On February 24 and February 25, 2026, both boards reviewed updated projections, financial analyses, diligence findings, merger agreement terms, regulatory considerations, and financing. Brinks specifically considered whether updated NCR Atleos February 2026 projections warranted a price revision and concluded they did not, citing Brinks diligence-adjusted projections, Morgan Stanleys updated analysis, and the risk that reopening price negotiations late in the process could harm transaction certainty and timing. On February 26, 2026, Morgan Stanley delivered its fairness opinion to the Brinks board, Sidley reviewed the final merger agreement, and the Brinks board unanimously approved the transaction and recommended the share issuance. The filing also indicates the NCR Atleos board unanimously recommended approval of the merger proposal;

>50% vote target; >50% vote acquiror; HSR expiry (filed Apr 18 2026, attained as at May 12 2026); UK CMA (commenced phase 1 May 2026); Competition Canada (filed May 22 2026); Brazil CADE (attained June 22 2026); Turkey (attained Aug 4 2026); South Africa (attained Aug 13 2026);

NSC

UNP

Norfolk Southern Corporation

Union Pacific Corporation

29-July-25

31-March-27

Merger

Friendly

Industrial

88.82000

1.00000

327.60999

85000.00000

0.22926

48.92000

-21.24876

0.03

0.70

0.00000

376.23999

327.32001

53.53426

0.29957

211

BofA

MS / Wells

Wachtell / Sidley

Skadden / Covington

Definitive merger agreement; Since 1827, Norfolk Southern Corporation (NYSE: NSC) and its predecessor companies have safely moved the goods and materials that drive the U.S. economy. Today, it operates a 22-state freight transportation network; Transaction to transform the U.S. supply chain and economy, strengthen domestic manufacturing, and preserve union jobs; Two legendary railroads enter agreement to combine in stock and cash merger, creating a combined enterprise of over $250 billion; Transaction values Norfolk Southern at an enterprise value of $85 billion and is expected to unlock approximately $2.75 billion in annualized synergies and deliver substantial long-term value for Union Pacific and Norfolk Southern shareholders; These legendary companies will seamlessly connect over 50,000 route miles across 43 states from the East Coast to the West Coast, linking approximately 100 ports and nearly every corner of North America. This combination will transform the U.S. supply chain, unleash the industrial strength of American manufacturing, and create new sources of economic growth and workforce opportunity that preserves union jobs; Under the terms of the agreement, Union Pacific will acquire Norfolk Southern in a stock and cash transaction, implying a value for Norfolk Southern of $320 per share based on Union Pacifics unaffected closing stock price on July 16, 20251, and representing a 25% premium to Norfolk Southerns 30-trading day volume weighted average price on July 16, 2025. The value per share implies an enterprise value of $85 billion for Norfolk Southern, resulting in the creation of a combined enterprise of over $250 billion; Creating the Union Pacific Transcontinental Railroad is overwhelmingly in the public interest and will enhance competition, consistent with the test that will be applied in the review of the transaction by the Surface Transportation Board (STB). The companies expect to file their application with the STB within six months, in which the companies will describe how the combined rail network will provide safer, faster, and more reliable service and increased competition to a broad range of stakeholders. The Board of Directors of both Union Pacific and Norfolk Southern unanimously approved the transaction, which is subject to STB review and approval within its statutory timeline, customary closing conditions, and shareholder approval. The companies are targeting closing the transaction by early 2027; Union Pacific will issue a total of approximately 225 million shares to Norfolk Southern shareholders, representing 27% ownership in the combined company on a fully diluted basis, and providing the ability of Norfolk Southern shareholders to participate in the upside of the combined companys growth opportunities and synergies. The agreement is structured without a voting trust and includes a $2.5 billion reverse termination fee; The cash portion of the transaction will be funded through a combination of new debt and balance sheet cash; Valuation: 22.4x EPS (2026E), 13.7x EBITDA (2026E), 6.6x sales (2026E); Outside date January 28, 2028; Background: Dec 1213, 2024: UP CEO V. James Vena and UP directors discussed growth via merger. Dec 18, 2024Mar 2025: NS CEO Mark R. George and Vena held high-level talks at industry events about a potential transcontinental combination. JanApr 2025: Each board discussed consolidation; Apr 15 UP board green-lit preliminary exploration. Apr 22 NS board supported an initial management meeting. May 19: Mutual confidentiality agreement, June 20: Clean team agreement. May 15: First management meeting, UP named NS as its optimal counterparty, agreement to exchange non-public info. Late MayJune: Regular diligence, synergy modeling, and regulatory workstreams. June 20 (UP June Proposal): All-stock offer of 1.261 UP shares per NS share ( $280 per NS share at 6/18 close, 11% premium). NS said inadequate, asked for higher value and openness to cash/stock mix. July 20 (UP Revised): Stock-and-cash: 0.9387 UP shares + $93 cash per NS share ( $310 at 7/16 close, 21% premium to NS 30-day VWAP). Included $1.9B reverse termination fee (RTF) subject to regulatory limits. July 21 (NS Counter): 1.000 UP share + $100 cash per NS share ( $331 at 7/16, 29% premium). Sought board representation and a higher $3.5B RTF. Targeted announcement July 29. July 22 (UP Final Proposal): 1.000 UP share + cash valuing NS at $320 per share at 7/16 ( 25% premium), with $2.5B RTF, three NS directors on the combined board (incl. Anderson & George), and request for a July 24 joint confirmation due to market rumors. (UP also received an inbound from Party A the same day.) July 23: NS board indicated amenability to proceed on UPs Final Proposal, parties agreed to short-term exclusivity. July 24: Mutual exclusivity through July 29, joint press release confirming advanced discussions. July 2228: Skadden and Wachtell negotiated definitive merger agreement, parallel governance, regulatory, and synergy discussions continued. NS Board: Received BofA fairness opinion that the first-merger consideration is fair, unanimously approved and recommended the merger agreement. UP Board: Received fairness opinions from Morgan Stanley and Wells Fargo that consideration to be paid by UP is fair, unanimously approved merger agreement and share issuance for UP shareholders. July 28, 2025: Merger agreement executed. July 29, 2025: Joint press release announcing the signed agreement; July 23 2026 announced a settlement agreement ith CNR;

>50% vote target; >50% vote acquiror; HSR expiry; Surface Transportation Board (STB, filed Dec 18 2025);

NSTS

NSTS Bancorp, Inc.

Brookfield Bancshares, Inc.

13-May-26

01-October-26

Merger

Friendly

Financial

14.28000

0.00000

14.05000

73.70000

0.12885

0.28000

-1.35000

0.04

0.17

0.00000

14.28000

14.00000

0.27000

0.26164

30

Olsen

Angkor

Vedder

Barack

Definitive merger agreement; NSTS Bancorp, Inc. is the holding company of North Shore Trust and Savings. As of December 31, 2025, North Shore Trust and Savings had total assets of $266.6 million and operates from its offices located in Waukegan and Lindenhurst, Illinois, respectively; Under the terms of the merger agreement, which has been unanimously approved by the boards of directors of Brookfield and NSTS, NSTS stockholders will receive approximately $14.28 in cash for each share of NSTS common stock owned; The transaction is anticipated to close in the fourth quarter of 2026, subject to certain conditions, including the receipt of required regulatory approvals, NSTS stockholder approval, and other closing conditions; Valuation: 0.94x BV, 0.94x TBV; Outside date February 12, 2027; Background: NSTSs board had been evaluating strategic alternatives before Brookfield became the ultimate buyer. In September 2024, the board met with Olsen Palmer to discuss the banking environment and alternatives including remaining independent or pursuing a strategic transaction. By late January 2025, the board concluded that it was in stockholders best interests to explore a sale and authorized Olsen Palmer to conduct a broader process. Olsen Palmer initially contacted approximately 22 institutions. Thirteen, consisting of eight credit unions and five banks, signed nondisclosure agreements. An Illinois credit union identified as Party A submitted an indication of interest in February 2025, but the board concluded that its proposal did not provide sufficient value. NSTS then expanded the process. Olsen Palmer contacted roughly 26 additional parties and 15, including Brookfield, signed nondisclosure agreements and conducted diligence. Brookfield submitted its first indication of interest on April 15, 2025 and continued diligence through April and May. It submitted a revised proposal on June 16, but the board again determined that the proposed value was insufficient and paused the sale process for the summer. The board relaunched the process in the fall of 2025. Beginning October 16, Olsen Palmer contacted approximately 70 parties, including previously contacted institutions. Fifteen executed nondisclosure agreements. Brookfield returned on November 13 with a proposal of approximately $13.96 per share. Party B, a Wisconsin bank, and Party C, a Wisconsin credit union, also submitted proposals. The board initially focused on Parties B and C and invited them to conduct additional diligence. Both ultimately declined to submit improved bids. Party D, another Wisconsin bank, entered the process in December and submitted indications of interest on January 2 and January 9, 2026. On January 13, 2026, the board compared Party Ds proposal with Brookfields November offer and decided to invite Brookfield back for additional diligence and an updated proposal. Brookfield conducted further diligence during January. On February 5, Brookfield increased its proposed price to $14.00 per share. Following negotiations between the parties and their advisors, Brookfield further increased its proposal to $14.28 per share. The board concluded that Brookfields revised proposal represented the best value available and authorized management to proceed toward a definitive agreement. Definitive-document negotiations continued during February and March. Brookfields counsel delivered an initial merger agreement on March 19. NSTSs counsel, Vedder Price, responded with a revised draft on April 10. The parties continued negotiating legal terms, disclosure schedules and ancillary documents throughout April and early May. On May 8, the NSTS board reviewed the final transaction with Vedder Price and Olsen Palmer. Olsen Palmer reviewed its financial analysis and indicated that it could deliver a fairness opinion regarding the $14.28 per-share consideration. The board unanimously approved the merger. Brookfields and Merger Subs boards had approved the agreement on May 7. The parties executed the merger agreement on May 12, 2026. The process was therefore relatively broad and extended, involving dozens of contacted institutions and several competing indications of interest. Brookfield did not simply emerge as the sole counterparty. The company tested credit-union and bank buyers over more than a year, paused the process when pricing was inadequate, relaunched it, and ultimately negotiated Brookfield upward from approximately $13.96 in November 2025 to $14.00 and then $14.28 in February 2026;

>50% vote target; Fed (filed July 8 2026, attained Aug 24 2026); FDIC; OCC (filed July 30 2026, attained Aug 19 2026);

NWE

BKH

NorthWestern Energy Group

Black Hills Corp.

19-August-25

15-November-26

Merger

Friendly

Utilities

0.00000

0.98000

70.61000

6844.94824

0.07670

0.87500

-4.20364

0.01

0.17

0.00000

71.29500

70.42000

1.27289

0.09110

75

Greenhill

GS

Morgan

Faegre

Definitive agreement; NorthWestern Energy Group, Inc., doing business as NorthWestern Energy, provides essential energy infrastructure and valuable services that enrich lives and empower communities while serving as long-term partners to our customers and communities. We work to deliver safe, reliable, and innovative energy solutions that create value for customers, communities, employees, and investors. We do this by providing low-cost and reliable service performed by highly-adaptable and skilled employees. We provide electricity and / or natural gas to approximately 800,000 customers in Montana, South Dakota, Nebraska, and Yellowstone National Park; Increased scale and business line diversity to result in a stronger, more resilient platform to safely, reliably, and cost-effectively meet customers rising energy needs; Merger expected to be accretive to each companys EPS in the first year following the close of transaction; Combined company supports an increased long-term EPS target growth rate of 5% to 7%; Contiguous service territory with attractive growth profile expected to provide additional investment opportunities beyond each companys current capital investment plan; Strong and predictable earnings and cash flows with more efficient access to capital to be credit-enhancing and support a high-quality credit profile, an enhanced ability to invest in critical infrastructure, and a strong and growing dividend; Veteran leadership team and complementary cultures with shared commitments to safety, reliability, and exceptional customer service provided by a highly skilled workforce; Upon completion of the merger, Black Hills shareholders will own approximately 56% and NorthWestern shareholders will own approximately 44% of the combined company on a fully diluted basis; The combined company will serve approximately 2.1 million customers across eight contiguous states -- Arkansas, Colorado, Iowa, Kansas, Montana, Nebraska, South Dakota, and Wyoming; The transaction is expected to close in 12 to 15 months, subject to customary closing conditions, clearance under the Hart-Scott Rodino Act, approval from each companys shareholders, and regulatory approvals, including approval from commissions in the three states in which both companies operate (Montana, Nebraska, South Dakota) and in Arkansas if required, as well as the Federal Energy Regulatory Commission; Valuation: 15.5x EPS (2026E), 10.4x EBITDA (2026E), 4.13x sales (2026E); Outside date August 18, 2026 (or such alternative date as may be agreed by the parties), which date may be extended by three months up to two times, until as late as February 18, 2027; Signed CA April 2, 2025;

>50% vote target; >50% vote acquiror; HSR expiry; FERC; Montana PSC; Nebraska PSC; South Dakota PUC;

OGN

SUNP

Organon & Co.

Sun Pharmaceutical Industries Limited

27-April-26

31-January-27

Merger

Friendly

Pharma

14.00000

0.00000

13.76000

11750.00000

1.38908

0.27000

-7.88163

0.01

0.03

0.00000

14.02000

13.75000

0.26000

0.04601

152

MS / GS

JPMorgan

Sullivan / Cyril

White / AZB

Definitive agreement; Organon is a global healthcare company formed through a spinoff from Merck, known as MSD outside of the United States and Canada, in 2021. Organon has a legacy of deep trust and strong brand equity among HCPs, patients, regulators and other stakeholders. A global leader in womens health, the companys portfolio includes more than 70 products across Womens Health and General Medicines, which includes biosimilars, commercialized across 140 countries, with the U.S., Europe, China, Canada, and Brazil among its largest markets; Combined Business leverages complementary portfolios and global scale for sustained longterm value creation; The proposed acquisition of Organon is aligned with Sun Pharmas strategy of growing its Innovative Medicines business. The combined company becomes a stronger player in Established Brands /Branded Generics business. The deal also enables Sun Pharmas entry into biosimilars as a Top-10 global player; The transaction has been approved by the Boards of Directors of both Sun Pharma and Organon and is subject to customary closing conditions, including receipt of required regulatory approvals and approval by Organon stockholders; Sun Pharma plans to fund the acquisition through a combination of available cash resources and committed financing from banks; The transaction is expected to close in early 2027, subject to customary conditions, including regulatory approvals and Organon stockholder approval; Citigroup Global Markets Asia Ltd., JPMorgan Chase Bank, N.A. and MUFG Bank, Ltd. are serving as financing banks to Sun Pharma; Valuation: 3.8x EPS (2027E), 6.1x EBITDA (2026E), 1.9x sales (2027E); Outside date January 26, 2027 (can be extended to April 26, 2027); Signed CA December 22, 2025; Background: Organon became an independent public company in June 2021 through its spin-off from Merck. In connection with the spin-off, Organon incurred $9.5 billion of debt and distributed $9.0 billion of the debt proceeds to Merck. Since the spin-off, the board and management regularly reviewed Organons strategy, competitive position, capital structure, deleveraging opportunities, and ways to enhance stockholder value. By 2025, after reduced full-year guidance, a meaningful debt load, and a dividend reset announced on May 1, 2025, the board focused on a wide range of alternatives. These included divestitures, a possible breakup of the business, a combination with a company that had a development pipeline or high-growth products, and a sale of Organon. In September and October 2025, Organon had preliminary discussions with Party A, a clinical-stage biopharmaceutical company, about a potential strategic combination. Separately, on October 24, 2025, Party B, a private healthcare holding company, contacted Organon about a possible transaction involving Organons U.S. operations and product lines. On October 27, 2025, Organon announced leadership changes and an Audit Committee investigation relating to Nexplanon wholesaler sales practices. On October 31, 2025, Party B submitted an unsolicited $3.3 billion all-cash proposal to acquire Organons U.S. operations and product lines. In November and December 2025, the process broadened. Party A entered into a non-disclosure agreement on November 19, 2025 and engaged with Organon regarding a potential business combination, but the parties later paused discussions after concluding they were too far apart on value. Party B revised its proposal on December 8, 2025 to acquire all of Organon for $10.03 per share. Organon did not engage further with Party B because the price was viewed as inadequate and there were significant questions about Party Bs ability to finance the proposed transaction. Around the same time, Sun Pharmas Executive Chairman Dilip Shanghvi met with Carrie Cox and discussed a possible strategic transaction. On December 16, 2025, Sun Pharma submitted a letter of intent to acquire 100% of Organon without a specific price, then on December 17, 2025 indicated a $12 to $14 per share range. Organon pushed back and required a specific and improved value indication before proceeding. Sun Pharma and Organon executed a non-disclosure agreement on December 22, 2025 and Sun Pharma received access to a virtual data room after a preliminary diligence call. In January and February 2026, Sun Pharma continued diligence and raised its engagement level. On January 29, 2026, after four weeks of diligence and several management meetings, Sun Pharma submitted a $13.50 per share indication of interest. The board met on February 3, 2026 and determined that $13.50 was insufficient, while continuing to evaluate other alternatives. The Strategic Alternatives Committee later decided to continue Sun Pharma diligence in the hope that it would lead to a meaningful price increase. During this period, Party C, a European-based pharmaceutical company, advanced its own evaluation and financing work. Party D, a financial sponsor, submitted a $9.50 to $10.50 per share indication on February 18, 2026, which Organon did not pursue at that time because of the lower value relative to Sun Pharmas offer and the boards view of an acceptable sale price. In March 2026, Party C submitted an $11.75 per share offer to acquire all of Organon, while Sun Pharma and Party C both progressed through diligence and transaction document negotiations. Sun Pharma and Organon entered into a clean team agreement on March 1, 2026. Morgan Stanley circulated a process letter on March 24, 2026 to Sun Pharma and Party C requiring best and final merger agreement markups by April 15, 2026 and final proposals by April 22, 2026. Party B reverted to its earlier $3.3 billion proposal for the U.S. business on March 25, 2026, which the board again declined to pursue. Party D did not submit a revised merger agreement draft or a final bid. Legal negotiations focused heavily on deal certainty. Sun Pharmas March 22 draft had deleted a reverse termination fee, proposed changes to equity a

>50% vote target; HSR expiry (filed May 21 2026); EC; China SAMR; India; CFIUS; Brazil CADE (attained Aug 4 2026); Competition Canada (filed July 6 2026); Turkey (attained Aug 4 2026);

PAYO

Payoneer

Nuvei

15-June-26

15-May-27

Merger

Friendly

Financial

7.40000

0.00000

7.14000

2750.00000

0.43969

0.27000

-1.99000

0.19000

0.03

0.12

0.00000

7.40000

7.13000

0.26000

0.05239

256

Qatalyst

GS / Barclays

Davis

Simpson / Stikeman

Definitive agreement; Payoneer (Nasdaq: PAYO) is the financial platform for cross-border business and global payments. Payoneer empowers millions of businesses with the financial tools and services they need to grow and transact globally with confidence; The combined company will give businesses a single partner to accept, hold, and move money including stablecoin transactions across 190+ countries and territories; At close, the combined company is expected to generate approximately $3 billion in annual revenue and process more than $500 billion in annual payment volume for more than 2.4 million customers; The transaction has been approved by the Boards of Directors at Nuvei and Payoneer; The transaction is expected to close in mid-2027, subject to approval by Payoneers shareholders, receipt of required regulatory approvals, and other customary closing conditions; BMO Capital Markets, RBC Capital Markets, Barclays, UBS, and Wells Fargo are providing committed financing in connection with the transaction; Outside date June 12, 2027, subject to an extension for three months; The Support Stockholders represent approximately 19% of the votes of all issued and outstanding shares of the Company Common Stock entitled to vote on the adoption of the Merger Agreement and approval of the transactions contemplated thereby; Valuation: 21.7x EPS (2027E), 8.5x EBITDA (2027E), 2.23x sales (2027E); Background: Payoneers strategic review developed over an extended period beginning in early 2025. An unnamed strategic counterparty, Party A, expressed interest in a potential transaction. The board discussed that interest with management, Qatalyst Partners, and Davis Polk on March 12, 2025. The board authorized further engagement with Party A and supported a selective market check aimed at parties considered capable of completing an acquisition. Payoneer and its advisors ultimately contacted 11 financial sponsors, including Advent, and nine strategic counterparties. Several parties declined to proceed, while Party A, Advent, Party B, and others entered confidentiality arrangements or conducted varying levels of diligence. Advent signed its NDA on March 25, 2025. The process did not immediately result in a transaction. Qatalysts engagement was terminated in April 2025 and later reinstated in January 2026. During the intervening period, Payoneer continued evaluating strategic alternatives. Nuvei and Advent emerged as the most meaningful potential bidders, while the company also maintained dialogue with several unnamed strategic parties. An advisory committee of the board monitored the process and repeatedly encouraged management and Qatalyst to preserve competition while allowing serious parties to conduct diligence. On December 30, 2025, Nuvei submitted a nonbinding indication of interest at $7.20 to $7.50 per share. The proposal was subject to due diligence and Nuveis internal approvals. Payoneer continued outreach and diligence with Nuvei, Advent, and other potential counterparties. By early 2026, several additional parties had declined to participate or failed to advance. Management presentations were held with Nuvei and Advent in January. The advisory committee continued to encourage revised indications of interest rather than immediately granting exclusivity. After Payoneer reported fourth-quarter results on February 26, 2026, its stock declined 19% to $4.27. Nuvei then submitted a revised $7.75 proposal on March 3. Qatalyst advised the board that no other contacted counterparty was then actively engaged or appeared likely to submit an acquisition offer. Payoneer sought an $8.00 price, which Nuvei declined. Nuvei instead increased its proposal to $7.85 on March 11. On March 12, the board authorized management to negotiate definitive documentation based on that proposal, while retaining final board approval. Nuveis counsel delivered the first merger agreement draft on March 26. That draft contemplated a company termination fee equal to 3.5% of equity value, a reverse termination fee equal to 5.0%, and a reasonable-best-efforts regulatory covenant. The parties then negotiated the merger agreement, voting agreements, disclosure schedules, financing arrangements, and an Investor Support Agreement involving Advent. Regulatory obligations and remedy terms were important subjects because Nuvei had itself been taken private by Advent and other investors, and the acquisition required extensive financial-services approvals. The negotiations continued through April and May. Nuveis price moved downward from the March 11 indication during the final process. On May 31, Payoneer proposed increasing the reverse termination fee to 6.0% of implied equity value. The parties also negotiated CEO John Caplans post-closing transition role and the treatment of his existing equity awards. Caplan agreed to cease being an employee at closing and to remain available as a consultant for nine months. The final reverse fee was set at $165 million and the final consideration was set at $7.40 per share. On June 12, the board met with Qatalyst and Davis Polk. Qatalyst delivered its fairness opinion that the $7.40 consideration was fair from a financial point of view to unaffiliated Payoneer stockholders. The board unanimously approved the agreement. Later that day, the parties finalized and executed the merger agreement, the Investor Support Agreement, and the voting and support agreements. The transaction was publicly announced before market open on June 15;

>50% vote target; HSR expiry (filed July 7 2026, attained July 28 2026); Competition Canada; Money transmitter license laws; UK FCA; Central Bank of Ireland; Reserve Bank of India; Peoples Bank of China; Singapore Monetary Authority;

PEN

BSX

Penumbra, Inc.

Boston Scientific Corporation

15-January-26

11-November-26

Merger

Friendly

Healthcare

273.99240

1.03540

322.51001

14500.00000

0.18376

1.31131

-48.88953

0.04

0.03

0.00000

323.39130

321.89999

1.56835

0.02529

71

Perella

Davis

Allen / Arnold

Definitive agreement; Penumbra, Inc., the worlds leading thrombectomy company, is focused on developing the most innovative technologies for challenging medical conditions such as ischemic stroke, venous thromboembolism such as pulmonary embolism, and acute limb ischemia. Our broad portfolio, which includes computer assisted vacuum thrombectomy (CAVT), centers on removing blood clots from head-to-toe with speed, safety and simplicit; Acquisition to expand Boston Scientifics cardiovascular portfolio and further address increasing prevalence of vascular diseases; Provides scaled entry into mechanical thrombectomy and neurovascular, key strategic adjacencies; Under the terms of the agreement, which has been approved by the board of directors of each company, the transaction values each Penumbra share at $374, with Penumbra stockholders having the right to elect to receive $374 in cash or 3.8721 shares of Boston Scientific common stock (valued at $374 based on the volume weighted average price of Boston Scientific common stock over the last 10 trading days, as of January 13, 2026), subject to proration, so that the total transaction consideration is paid approximately 73% in cash and approximately 27% in shares of Boston Scientific common stock. Adam Elsesser has indicated that he will elect to receive Boston Scientific shares for all his Penumbra shares; Boston Scientific expects to finance the approximately $11 billion cash portion of the transaction consideration with a combination of cash on hand and new debt; The transaction is expected to be $0.06-0.08 dilutive to adjusted earnings per share for Boston Scientific in the first full year following the close of the acquisition, neutral to slightly accretive in the second year and more accretive thereafter; The transaction is expected to be completed in 2026, subject to receipt of Penumbras stockholder approval and the satisfaction of other customary closing conditions; Signed CA December 19, 2025; Outside date January 14, 2027 (can extend to January 14, 2028); PEN names BSX as a competitor and both companies overlap in minimally invasive thrombectomy and vascular intervention devices in a multiplayer competitive market; Valuation: 58.3x EPS (2027E), 36.8x EBITDA (2027E), 8.1x sales (2027E); Background: Penumbras discussions with Boston Scientific evolved from informal industry conversations in early and late 2025 into formal merger negotiations by December. After presenting positive clinical data in October 2025, Penumbra leadership engaged in exploratory discussions with Boston Scientifics executives, which led to a December 15 meeting where Boston Scientific expressed interest in a potential acquisition. Following the execution of a nondisclosure agreement and management presentations, Boston Scientific submitted a preliminary non binding proposal on December 29, 2025 to acquire Penumbra for $365 per share in a mix of cash and stock, including regulatory commitments and a reverse termination fee. The Penumbra Board, advised by Perella Weinberg Partners and Davis Polk, determined the initial proposal was insufficient and sought improved price and terms. Boston Scientific revised its offer on December 31 to $370 per share with enhanced regulatory commitments but included exclusivity and a termination fee. After further negotiations, Boston Scientific increased its proposal to $374 per share, reduced the termination fee, removed exclusivity, and allowed stockholders to elect cash or stock subject to proration. The parties completed reciprocal due diligence and negotiated the merger agreement. On January 14, 2026, after reviewing financial analyses and receiving a fairness opinion from Perella Weinberg Partners, the Penumbra Board unanimously determined the transaction was fair and in the best interests of stockholders, approved the merger agreement, and recommended its adoption. The merger agreement was executed that day and publicly announced on January 15, 2026;

>50% vote target; HSR expiry (filed Feb 13 2026, received second request from the FTC on Mar 16 2026);

PERF

Perfect Corp.

Ms. Alice H. Chang

10-July-26

07-November-26

Merger

Friendly

Tech

2.00000

0.00000

1.91000

83.60900

0.48148

0.10000

-0.55000

0.81200

0.02

0.15

0.00000

2.00000

1.90000

0.09000

0.28676

67

Kroll

DLA

Sullivan

Agreement and Plan of Merger; Perfect Corp. is a leading artificial intelligence (AI) company offering AI and augmented reality (AR)-powered solutions to beauty, fashion, photo and video creative industries; Concurrently with the execution of the Merger Agreement, Merger Sub entered into separate voting and support agreements with Ms. Alice H. Chang and her controlled entities GOLDEN EDGE CO., LTD., DVDonet.com. Inc. and World Speed Company Limited (the Chairwoman Parties) as well as CyberLink International Technology Corp. (CyberLink). Pursuant to such agreements, Chairwoman Parties and CyberLink will vote all ordinary shares they hold directly or indirectly in favor of the authorization and approval of the Merger Agreement, the plan of merger and the transactions contemplated thereby, including the Merger. Such ordinary shares represent approximately 53.4% of the total issued and outstanding share capital of the Company and approximately 81.2% of the total voting power of the Company as of the date of the Merger Agreement; The Merger is expected to be funded through available cash of the Company and its subsidiaries; The Merger, which is currently expected to close during the last quarter of 2026, is subject to customary closing conditions, including the approval of the Merger Agreement, the plan of merger and the transactions contemplated thereby, including the Merger, by the affirmative vote of at least two-thirds of the votes cast by holders of the Companys ordinary shares present and voting in person or by proxy as a single class at an extraordinary general meeting of the Companys shareholders; Outside date July 10, 2027; Valuation: 29.0x EPS (2027E), 7.0x EBITDA (2027E), 1.0x sales (2027E); Bcakground: From March through June 2025, Alice H. Chang, CIT, and Provident Acquisition Holdings Ltd. held preliminary discussions about a possible transaction involving Perfect Corp. No consortium agreement or formal proposal resulted, and Provident did not later join the buyer consortium. In February and March 2026, the Chairwoman and CIT revisited a going-private transaction based on their view that the public market did not adequately reflect the companys long-term value. On March 18, 2026, the Chairwoman Parties and CIT entered into a consortium agreement and submitted their going-private proposal. The board established an independent Special Committee to evaluate and negotiate the proposal. The Special Committee retained DLA Piper as legal counsel and Kroll as financial advisor. Negotiations addressed price, confidentiality protections, the standstill, financing responsibility, dissenting-shareholder exposure, the no-shop, fiduciary outs, termination fees, representations, and operating covenants. In May 2026, the Special Committee requested an increase from the buyer groups initial $1.95-per-share offer. The buyer consortium initially rejected the request, pointing to the premium and the companys trading performance. The Special Committee also negotiated confidentiality agreements that included a market-length standstill and broad restricted activities. The Chairwoman Parties signed their confidentiality agreement on May 28, 2026. CIT signed a substantially similar agreement on June 4, 2026. The Special Committee had declined to begin substantive negotiations while CIT remained outside the confidentiality arrangements. The buyers counsel delivered the first merger-agreement draft on May 27, 2026. Negotiations then focused heavily on whether company cash would be sufficient to finance the transaction and which party would bear any shortfall. DLA Piper proposed that the companys deposit covenant be qualified by best efforts and working-capital protections, that the company have no liability merely because of a cash shortfall, and that Merger Sub be responsible for funding any shortfall. The parties also negotiated the dissenting-shareholder condition, the reverse termination fee, recommendation-change rights, and the buyers matching rights. On July 2, 2026, the parties began documenting CITs withdrawal as an active member of the buyer consortium. CIT instead assumed a more limited role as a continuing shareholder under a support agreement. The parties resolved the remaining funding and dissent-related issues in early July and finalized the documents on July 8 and July 9. On July 10, 2026, Kroll presented its valuation analysis and delivered its opinion that the $2.00 consideration was fair from a financial point of view to shareholders other than the continuing shareholders. The Special Committee unanimously approved and recommended the transaction. The full board then approved it. The merger agreement, support agreements, limited guarantee, and consortium termination agreement were executed that day, and the company publicly announced the transaction;

66 2/3 vote target; HSR expiry;

PSNL

TEM

Personalis, Inc.

Tempus AI, Inc.

20-July-26

31-December-26

Merger

Friendly

Healthcare

0.00000

0.26042

16.74000

1500.00000

0.14418

-2.96000

-4.69266

0.00000

0.05

0.00

-2.50000

13.75000

16.71000

-2.81621

-0.42693

121

Centerview / TD

MS

Cooley

Latham

Definitive agreement; Acquisition brings together Personalis MRD technology with Tempus commercial scale, multimodal data and AI platform to advance cancer monitoring, deepen insights and accelerate growth; Expands Tempus reach across the cancer care continuum and accelerates access to industry-leading technology within the rapidly emerging MRD market, a $20 billion opportunity; Under the terms of the agreement Tempus will acquire all outstanding shares of Personalis not already owned by Tempus at a price of $16.25 per common share, representing a 6% premium to Fridays closing price and a 28% premium to unaffected 30-day VWAP. Consideration will be structured as a 100% stock transaction with Tempus having the option to elect payment in cash at Tempus discretion, capped at 50% of the consideration paid. Personalis shareholders will receive a floating exchange ratio of Tempus AI common stock for each share of Personalis common stock they own at closing, subject to a maximum exchange ratio of 0.3356, which shall be finalized closer to the closing of the transaction. Cash consideration will be financed with cash on hand and borrowings under the Companys then existing credit facilities; The closing is expected in late 2026 or early 2027, and is subject to Personalis shareholder approval, as well as receipt of applicable regulatory approvals and other customary closing conditions. The transaction was approved by both companies board of directors; Pursuant to the Merger Agreement, the Exchange Ratio is determined as follows: if the Tempus Stock Price (as defined below) is equal to or less than the Floor Price of $48.42, the Exchange Ratio will be fixed at 0.3356 and if the Tempus Stock Price is greater than the Floor Price, the Exchange Ratio will be equal to $16.25 divided by the Tempus Stock Price; Personalis also has the right to terminate the Merger Agreement if the Tempus Stock Price (as finally determined pursuant to the Merger Agreement) is less than the Lower Floor Price of $46.00, which right is only expected to be exercisable within a two business day period preceding the day the closing would otherwise be required to occur; Outside date April 20, 2027; Signed CA April 6, 2023; Background: The sale process has roots going back to 2024. In mid-2024, Personalis became concerned that Party A might be positioning itself to acquire control without paying an appropriate control premium. The board authorized outreach to strategic parties including Tempus, Party B and Party C. Party B offered $3.25 cash plus potentially $1.00 of contingent consideration, which Personalis rejected as inadequate. Seven strategic parties were contacted during July 2024, but the process did not result in an acceptable sale proposal. Tempus instead deepened its commercial relationship with Personalis and made an investment that initially brought its ownership to approximately 19.3%. Merck separately invested approximately $50 million later that year. Tempus began signaling renewed strategic interest in late 2025. On January 14, 2026, Tempus CEO Eric Lefkofsky told Personalis CEO Chris Hall that Tempus believed there was strategic logic to combining the companies. At approximately the same time, Party A separately signaled acquisition interest. Tempus subsequently began discussing indicative transaction values, initially around $9 to $11 per share. Personalis repeatedly responded that those levels undervalued the company. The Personalis board also rejected a proposed phased acquisition structure and emphasized that it wanted upfront value rather than contingent value. By June, Personalis moved toward a competitive process. Party A expressed confidence it could reach approximately $15 per share. Party B was also invited into the process. Personalis told prospective bidders that they would need to meet or exceed $15 upfront and provide adequate regulatory and closing-certainty protections. Party A signed a confidentiality agreement on June 24. Personalis and Tempus amended their existing NDA on June 25. Party B signed a confidentiality and clean-team agreement on June 29. Regulatory certainty became a critical differentiator. Personalis and its advisers considered Party A to present materially more antitrust risk. Party A discussed an antitrust commitments package that at one point included a proposed $200 million reverse termination fee. In parallel, the board pushed Tempus to improve both price and contractual protections. On June 30, Party A raised its proposal to $16.23 per share in Party A stock. Personalis then imposed a July 10 best-and-final timeline designed to create competitive tension among Tempus, Party A and Party B. The board emphasized speed, certainty of closing and regulatory risk rather than nominal headline price alone. Party A subsequently indicated a value exceeding $20 per share. Nevertheless, Personalis advisers and board viewed Party As proposal as substantially more exposed to antitrust risk and a potentially lengthy closing process. The board was advised that Tempus at approximately $17.50 could have greater risk-adjusted value than Party A at $20.75 because of the expected regulatory delay and probability of non-closing associated with Party A. Personalis therefore reopened negotiations with Tempus while continuing discussions with Party A. Tempus ultimately indicated that $16.25 was its maximum achievable value. Party A, meanwhile, continued to seek additional time and had not fully satisfied the Personalis board regarding regulatory commitments. It also sought a waiver of a change-of-control provision under one of Personalis existing agreements with Party C as a signing condition. The board viewed that condition as an additional source of signing uncertainty. By July 18, Party As effective offer was $17.00 per share. The board nevertheless determined that its antitrust risk, signing conditions and closing uncertainty materially reduced its risk-adjusted value. The board concluded that Pa

>50% vote target; HSR expiry (filed July 31 2026, pulled and refiled Sept 2 2026); UK CMA (filed Aug 3 2026, attained Aug 13 2026);

QRVO

SWKS

Qorvo

Skyworks

28-October-25

31-December-26

Merger

Friendly

Tech

32.50000

0.96000

100.14000

10119.17188

0.14302

0.73640

-11.86943

0.08000

0.01

0.06

0.00000

100.74640

100.01000

1.35648

0.04148

121

Centerview

Qatalyst / GS

Davis

Skadden

Definitive agreement; Qorvo is a leading global provider of connectivity and power solutions; Combines complementary product and technology portfolios and world-class engineering capabilities, creating R&D scale to deliver innovative RF solutions; Advances U.S. manufacturing position and improves factory utilization across manufacturing footprint; Immediately and meaningfully accretive to non-GAAP EPS post-close, with $500 million or more of annual cost synergies within 24-36 months post-close when the companies are fully integrated; Upon closing, Skyworks shareholders will own approximately 63 percent of the combined company, while Qorvo shareholders will own approximately 37 percent; Skyworks plans to fund the cash portion of the transaction using a combination of cash on hand and additional financing. Skyworks has obtained debt financing commitments from Goldman Sachs Bank USA. The transaction is not subject to any financing conditions; The Boards of Directors of both companies have unanimously approved the transaction, which is expected to close in early calendar year 2027, subject to the receipt of required regulatory approvals, approval of Skyworks shareholders and Qorvo shareholders and the satisfaction of other customary closing conditions; Starboard Value LP, an approximately 8%shareholder of Qorvo, has signed a voting agreement in support of the transaction; Outside date April 27, 2027, which date may be extended to July 27, 2027 and to October 27, 2027; Signed CA April 8, 2025; Signed Clean Room Agreement October 13, 2025; Valuation: 15.2x EPS (2026E), 10.5x EBITDA (2026E), 2.60x sales (2026E); Background: Skyworks and Qorvo had periodically explored a combination in prior years and both boards routinely reviewed strategic alternatives, including mergers, to enhance stockholder value. In March and April 2025 the parties re-engaged, signed a confidentiality agreement and a joint defense agreement, and began high level discussions focused on strategic rationale, synergies and regulatory risk sharing. From April through mid June 2025 both boards and management teams met frequently, exchanged forecasts through 2027, and modeled significant cost and revenue synergies that supported an all stock merger concept. On May 24 2025 Skyworks delivered an initial all stock proposal: Exchange ratio 1.175 Skyworks shares per Qorvo share, Roughly 9 percent premium. Qorvo responded on June 9 2025 with a counterproposal: Higher exchange ratio of 1.337 shares, about a 22 percent premium. Through June and July 2025 the parties exchanged multiple proposals and counterproposals on exchange ratio and governance. A separate semiconductor company, Party 1, approached Qorvo in June 2025 and pursued parallel talks, giving Qorvo additional leverage and an alternative strategic path. By mid July 2025 negotiations between Skyworks and Qorvo reached an impasse over governance and exchange ratio, leading Skyworks on July 18 2025 to invoke the confidentiality agreement and terminate discussions. During August 2025 Qorvo continued to evaluate options, including Party 1, and concluded it could be open to a revised proposal from Skyworks that included a mix of cash and stock, a higher premium and more value certainty, which would allow flexibility on governance. In late September 2025 Skyworks decided to reengage. On September 28 it proposed 30 dollars in cash plus 0.940 Skyworks shares per Qorvo share, implying about 105 dollars per share and a 13 percent premium, with an 11 member board in which Skyworks would designate nine directors. On September 30 Qorvo countered with 30 dollars in cash plus 1.044 shares, about 110 dollars per share and roughly a 22 percent premium, and a board with eight Skyworks directors and three Qorvo directors. Party 1 declined to improve its proposal and terminated discussions on October 2 2025, leaving Skyworks as Qorvos primary merger partner. On October 3 2025 Skyworks made an improved offer that became the basis for the final deal: 32.50 dollars in cash plus 0.960 Skyworks shares per Qorvo share, Around 107 dollars per share and a 17 percent premium, No financing contingency. On October 5 2025 Qorvos board reviewed the revised offer, assessed Party 1 as unlikely to deliver a superior transaction, and authorized exclusive negotiations and confirmatory due diligence with Skyworks. From early to late October 2025 the parties conducted extensive mutual due diligence across finance, operations, tax, legal and integration planning, supported by FTI Consulting, KPMG and the financial advisors, and negotiated the merger agreement, debt financing commitment and a voting and support agreement with SBV. Both boards received updated long range plans and pro forma models and focused heavily on the size, timing and execution of expected synergies, employee retention arrangements and regulatory risk allocation. On October 27 2025: Centerview delivered a fairness opinion to Qorvos board and Qorvos board unanimously approved the merger agreement and recommended it to Qorvo stockholders. Qatalyst Partners and Goldman Sachs each delivered fairness opinions to Skyworks board and the Skyworks board unanimously approved the transaction, the issuance of Skyworks shares and related agreements, and recommended the stock issuance to Skyworks stockholders. Following these approvals Skyworks and Qorvo executed the merger agreement and Skyworks and SBV executed the voting and support agreement on October 27 2025, and the parties announced the signed merger publicly in a joint press release on October 28 2025 before the Nasdaq market open;

>50% vote target; >50% vote acquiror; HSR expiry (filed Dec 4 2025, Jan 5 2026 received second request from the FTC, attained Aug 1 2026); China SAMR; Korea; Taiwan (attained as at Aug 3 2026); Belgium (attained as at Aug 3 2026); France (attained as at Aug 3 2026); Germany (attained as at Aug 3 2026); Ireland (attained as at Aug 3 2026); Italy (attained as at Aug 3 2026); Netherlands (attained as at Aug 3 2026); Spain (attained as at Aug 3 2026); United Kingdom (attained as at Aug 3 2026);

RAMP

PUB

Liveramp Holdings Inc

Publicis Groupe

18-May-26

15-November-26

Merger

Friendly

Tech

38.50000

0.00000

37.82000

2167.00000

0.29804

0.69000

-8.15000

0.01

0.08

0.00000

38.50000

37.81000

0.68000

0.09062

75

Evercore

BofA

Sullivan

Wachtell

Agreement and Plan of Merger; LiveRamp is a global data collaboration platform that enables companies to unify, manage, and activate data across the digital ecosystem; With this acquisition, for a total enterprise value of $2.2 billion, the Groupe furthers its investment in technology, data, and AI-services to unlock new opportunities for the agentic era. In doing so it will expand its addressable market, allowing it to raise its 2027-2028 objectives on net revenue and headline EPS growth at constant currency; The acquisition is expected to be accretive to Publicis Groupes headline EPS from the first year of consolidation, excluding transaction-related costs; The transaction has been unanimously approved by the Board of Directors of both Publicis Groupe and LiveRamp; The transaction has been signed and is expected to close before year-end 2026, subject to regulatory approvals, approval by LiveRamps shareholders and other closing conditions; Outside date May 16, 2027 (automatically extended by a period of three (3) months); Signed CA July 11, 2025; Valuation: 13.7x EPS (2027E), 9.9x EBITDA (2027E), 2.44x sales (2027E); Background: LiveRamps board and management had been regularly evaluating strategic options, including partnerships and possible sale opportunities, when Publicis emerged as a serious potential acquirer. Early discussions with Publicis began in 2025 around expanded commercial collaboration, then evolved into acquisition talks. Other parties, including large financial services, software, technology and marketing companies, were contacted or engaged at various points, but none produced a clearly superior or more actionable proposal. Publicis first proposed buying LiveRamp for $37.50 per share in cash in December 2025, which the board viewed as inadequate. Publicis later increased its offer to $40.00 per share, while LiveRamp and Evercore contacted eleven other potential buyers. Party E also offered $40.00 per share, but it was less advanced, slower moving and uncertain due to recent acquisitions of its own. Parties F and G showed some interest but had concerns around synergies, execution or financial capacity. By early 2026, weakening SaaS market valuations and unresolved employee retention issues caused Publicis and the other parties to pause or step back from acquisition discussions. Publicis re-engaged in late March 2026 after LiveRamps share price had fallen with the broader software sector. It initially proposed $37.00 to $38.00 per share, then raised its offer to $38.50 per share and described that as its best and final price. LiveRamp accepted a limited exclusivity period through May 12, 2026, allowing Publicis to complete diligence and negotiate definitive documents. The board considered whether to re-contact other potential buyers after exclusivity expired, but decided not to because Publicis was close to signing and there was a risk it could withdraw. The board instead focused on preserving the ability to consider any superior proposal that might later emerge. On May 15, 2026, after reviewing Evercores financial analysis and fairness opinion, LiveRamps board unanimously approved the merger agreement, concluding that the transaction was fair and in the best interests of LiveRamp and its stockholders. The merger agreement was signed on May 16, 2026, with Publicis agreeing to acquire LiveRamp for $38.50 per share in cash. The deal was publicly announced on May 17, 2026;

66 2/3 vote target; HSR expiry (filed June 11 2026); CFIUS; German FCO (filed June 23 2026, attained July 23 2026); Australia ACCC (filed July 27 2026, attained Aug 26 2026);

RNW

Renew Energy Global PLC

CCPIB / Sumant Sinha (Founder/CEO)

11-August-26

15-February-27

Scheme

Friendly

Power

7.02000

0.00000

6.82000

10200.00000

0.12500

0.21000

-0.57000

0.51100

0.00

0.27

0.00000

7.02000

6.81000

0.20000

0.06531

167

Rothschild

Linklaters

Freshfields

Recommended cash acquisition; ReNew is a leading decarbonisation solutions company. ReNews clean energy portfolio of ~20.2 GW on a gross basis as of 18 May 2026, is one of the largest globally. ReNew is a major independent power producer in India; The Acquisition is expected to be effected by means of a Court-sanctioned scheme of arrangement between ReNew and Scheme Shareholders under Part 26 of the Companies Act, although CPP Investments reserves the right to effect the Acquisition by way of a Takeover Offer as an alternative to the Scheme and subject to the terms of the Transaction Agreement; It is expected that the Scheme Document (including details of the Court Meeting and the General Meeting) and the Forms of Proxy accompanying the Scheme Document will be published as soon as reasonably practicable and that the Scheme will become Effective in Q1 2027, subject to the satisfaction or, where permitted, waiver of the Conditions; On 29 May 2026, ReNew announced that it had received a non-binding proposal dated 28 May 2026 from the Consortium to, subject to the Rollover, acquire the entire issued and to be issued share capital of ReNew not already owned by members of the Consortium and their Affiliates, for cash consideration of USD 6.75 per ReNew Share; On 7 August 2026, ReNew announced that it had received a confirmatory letter dated 6 August 2026 from the Consortium which reaffirmed that the terms of the Consortiums proposal dated 27 July 2026, including the cash consideration of US$7.02, remain unchanged and represent its best and final non-binding proposal; The Special Committee, which has received the opinion of Rothschild & Co as to the fairness of the Cash Offer, from a financial point of view, to the holders of Cash-Out Shares, considers that the terms of the Cash Offer, including the terms of the Transaction Agreement, are fair and reasonable and intends to unanimously recommend that Scheme Shareholders vote in favor of the Scheme at the Court Meeting and ReNew Shareholders vote in favor of the Resolution to be proposed at the General Meeting; In connection with the Acquisition, JERA Nex and Platinum Cactus, who collectively hold approximately 51.1% of the voting power of the Scheme Shares, have each delivered an irrevocable undertaking in favor of the Consortium, pursuant to which each has agreed, among other things, to (i) exercise (or procure the exercise of) all voting rights attaching to its ReNew Shares (the Relevant Securities) in favor of the Scheme; Outside date Mar 31 2027; Signed CA August 4, 2026; Valuation: 12.7x EPS (2028E), 7.9x EBITDA (2028E), 5.3x sales (2028E);

>75% vote target; Belgian foreign direct investment approval; French Ministry of Economy and Finance; Competition Commission of India;

ROKU

FOXA

Roku, Inc.

Fox Corporation

15-June-26

30-June-27

Merger

Friendly

Media

96.00000

0.96930

158.39000

22000.00000

0.33735

3.62240

-37.22000

38.70000

0.04

0.09

0.00000

161.91240

158.27000

5.13567

0.03934

302

Qatalyst

Allen / MS / GS

Goodwin

Weil

Definitive agreement; Roku pioneered streaming on TV. Today, it is the #1 TV streaming platform in the U.S., Canada, and Mexico by hours streamed (Hypothesis Group, Dec. 2025). Roku connects viewers to the content they love, enables content publishers to build and monetize large audiences through advertising and subscriptions, and provides advertisers with unique capabilities to reach and engage consumers. Roku streaming players and Roku-made TVs are available at major retailers, and licensed Roku TVTM models are sold by leading TV brands in more than 15 countries around the world; The transaction combines FOXs leading sports, news and entertainment content and the Tubi service, with Rokus leading connected TV platform, The Roku Channel, first-party data and direct relationship with more than 100 million global streaming households; On a pro forma basis, the combined company will become the third-largest player in U.S. television by share of viewing, with an attractive mix of FOXs sports, news, and entertainment content, alongside streaming services Tubi and The Roku Channel; FOX is acquiring Roku in a cash-and-stock transaction valued at $160.00 per ROKU share. FOX will pay $96.00 in cash and 0.9693 shares of FOX Class A common stock for each Roku Class A and Class B share outstanding immediately prior to the effective time of the merger; Upon closing, existing FOX shareholders are expected to own approximately 73% of the combined company and Roku shareholders approximately 27%; The transaction has been unanimously approved by the Boards of Directors of both companies; The transaction is expected to strengthen FOXs long-term growth profile, accelerate its digital strategy, be accretive to free cash flow per share by the second full year after closing, and achieve approximately $400 million of run-rate cost synergies with additional revenue upside; FOX expects to fund the cash portion of the transaction consideration with a combination of new debt and cash on hand. FOX has obtained $12.0 billion of fully committed bridge financing from Morgan Stanley Senior Funding, Inc. At closing, the company expects pro forma net leverage to be approximately 2.8x, inclusive of 50% credit for run-rate cost synergies; The transaction is subject to customary closing conditions, including approvals by FOX and Roku shareholders, receipt of U.S. and certain non-U.S. regulatory approvals and other customary conditions; In connection with execution of the acquisition agreement, Anthony Wood and certain associated trusts and related entities that together hold at least a majority of the voting power of the Roku stock entered into a voting and support agreement agreeing to vote in favor of the transaction. LGC Holdco LLC also entered into a voting and support agreement with respect to the issuance of FOX shares in the transaction. The transaction is expected to close in the first half of calendar year 2027; Market shares: 7.2% (Fox), 3.0% (Roku), for third largest TV viewership; Outside date June 14, 2027, which date may be extended to December 14, 2027, and which date may be further extended to March 14, 2028; As of June 15, 2026, the Sellside VSA Stockholders collectively held approximately 55% of Companys outstanding voting power; As of June 15, 2026, the Buyside VSA Stockholders collectively held approximately 38.7% of Parents outstanding voting power; Signed CA March 13, 2026; Valuation: 44.5x EPS (2027E), 24.5x EBITDA (2027E), 3.51x sales (2027E); Background: Rokus process began well before FOX made its formal proposal. During late 2025, the Roku Board considered whether it should explore potential strategic transactions and discussed conducting a market check. The board ultimately concluded that a formal committee should oversee the process. On January 5, 2026, Roku established a Strategic Initiatives Committee consisting of independent directors Jeffrey Blackburn, Mai Fyfield and Gina Luna, with Blackburn serving as chair. The committee was given responsibility for overseeing the market check, managing negotiations and advising the full board regarding any potential transaction. Qatalyst Partners was selected as financial adviser. Roku and Qatalyst then developed a universe of potential counterparties and began outreach. FOX was contacted on March 5, 2026 and confirmed interest on March 9. FOX management discussed the opportunity internally on March 11. Roku and FOX signed their confidentiality agreement on March 13. The agreement included a standstill restricting FOX, while allowing FOX to make confidential proposals directly to Rokus committee. Roku simultaneously pursued discussions with a number of other potential bidders. Several declined to participate because of competing priorities, financing considerations or expected integration challenges. Other parties, identified anonymously as Party A, Party B, Party C, Party K and others, proceeded to varying stages of diligence. FOXs interest developed through March and April. Lachlan Murdoch and Anthony Wood met in New York on April 27 and discussed Rokus business, including artificial intelligence and growth opportunities. Roku continued its market check rather than moving immediately into an exclusive FOX process. By early May, several other prospective bidders remained involved, although their level of engagement varied. Roku also became aware on May 8 that a news organization had learned Roku had engaged an investment bank for a potential strategic transaction, increasing the risk that the process could leak publicly. FOX submitted its first formal proposal on May 15. FOX offered $154 per Roku share, comprised of $93 cash and 0.934 FOXA shares. The proposal represented approximately a 22% premium to Rokus May 14 closing price and contemplated Roku shareholders owning approximately 25% of the combined company. FOX indicated that it could complete diligence and negotiate a definitive agreement in approximately three weeks. Qatalyst immediately inform

>50% vote target; >50% vote acquiror; HSR expiry (filed Aug 5 2026, pulled and refiled Aug 7 2026); Competition Canada; EC ; UK CMA; German FCO;

SAFT

Safety Insurance Group Inc.

Mapfre S.A.

24-July-26

15-February-27

Merger

Friendly

Financial

105.00000

0.00000

103.26000

1540.00000

0.43954

2.68000

-29.66091

0.03

0.08

0.00000

105.92000

103.24000

2.67000

0.05739

167

Jefferies

DB

DLA

Hogan

Definitive agreement; Safety Insurance Group Inc. (NASDAQ:SAFT) (Safety), one of the leading property and casualty insurers in Massachusetts and across New England; The transaction brings together two highly complementary insurers that share a common commitment to underwriting discipline, customer service, and long-term value creation. Through the combination, Safety will gain the support, scale, and resources of a global insurance group while maintaining the strengths, relationships, and local market expertise that have defined its success; The transaction has been unanimously approved by the Board of Directors of Safety and approved by the Board of Directors of Mapfre and is expected to close during the first quarter of 2027, subject to customary closing conditions and regulatory approvals, which include obtaining prior approval of the Massachusetts Commissioner of Insurance and the termination or expiration of any waiting period applicable under the Hart-Scott-Rodino Antitrust Improvements Act of 1976; For the purposes of financing the transaction, Mapfre has entered into a temporary bridge financing agreement for a maximum aggregate amount of 1,360 million euros with Citibank and Deutsche Bank, acting as lenders;$30 million annual synergies; Valuation: 2.2x EPS (LTM), 1.80x BV, 1.85x TBV; Outside date July 23, 2027, subject to an automatic extension to January 23, 2028; Parent has secured committed equity financing for the Merger, consisting of equity to be provided by its parent company, MAPFRE, S.A., on the terms and subject to the conditions set forth in the equity commitment letter provided by MAPFRE, S.A., the aggregate proceeds of which will be sufficient for Parent to pay the aggregate Merger Consideration, the Company RSA Merger Consideration, the Company PSA Merger Consideration, as well as certain other fees and expenses, assuming the satisfaction of all conditions to Parent and Merger Subs obligations to effect the Merger and all conditions to each partys obligations to effect the Merger. In addition, MAPFRE, S.A. has agreed to fund, directly or indirectly, Parents payment of the Parent Termination Fee and any other monetary amounts payable by Parent or Merger Subsidiary under the Merger Agreement, subject to the limits set forth in the equity commitment letter. The Company is a direct party to the equity commitment including the right, in certain circumstances, to require MAPFRE, S.A. to fund its commitment to Parent. The receipt of financing by Parent is not a condition precedent to the completion of the Merger; Signed CA May 15, 2026; MAPFRE already leads the Massachusetts private-passenger auto market through Commerce Insurance, while Safety is one of the states largest regional competitors. Recent public exposure data indicate approximately 18.22% for MAPFRE/Commerce (#1) and roughly 9.6% for Safety (#4), implying a combined share near 27.8%; Signed clean team agreement June 30, 2026;

>50% vote target; HSR expiry; Massachusetts Commissioner of Insurance;

SLAB

TXN

Silicon Labs

Texas Instruments

04-February-26

31-March-27

Merger

Friendly

Tech

231.00000

0.00000

220.23000

7500.00000

0.69082

10.96000

-83.42000

0.03

0.12

0.00000

231.00000

220.03999

10.95000

0.08764

211

Qatalyst

GS

DLA

A&O

Definitive agreement; Silicon Labs is a leader in secure, intelligent wireless technology; Enhances global leadership in embedded wireless connectivity solutions; Leverages Texas Instruments industry-leading, dependable, low-cost manufacturing capacity to better serve customers; Deepens customer engagement through Texas Instruments reach of market channels and cross-sell opportunities; Expected to generate ~$450 million of annual manufacturing and operational synergies within three years post-close; The acquisition will create a global leader in embedded wireless connectivity solutions by combining Silicon Labs strong portfolio and expertise in mixed signal solutions with Texas Instruments leading analog and embedded processing portfolio and internally owned technology and manufacturing capabilities. The combined company will accelerate growth by better serving existing and new customers through enhanced innovation and market access; Unanimously approved by the Board of Directors of both companies; Texas Instruments expects to fund the transaction with a combination of cash on hand and debt financing to be arranged prior to closing. The transaction is not subject to any financing contingency; The transaction is expected to close in the first half of 2027, subject to receipt of regulatory approvals and other customary closing conditions, including approval by Silicon Labs stockholders; The transaction is expected to be accretive to Texas Instruments earnings per share, excluding transaction-related costs, in the first full year post-close; Outside date February 4, 2027, which date may be extended to August 4, 2027 and to February 4, 2028; Signed CA December 4, 2025; Valuation: 57.7x EPS (2027E), 39.8x EBITDA (2027E), 6.97x sales (2027E); Background: On November 26, 2025, management reached out to Texas Instruments after receiving another unsolicited proposal at a significant premium. Between late November and early December, the company engaged several parties, held management presentations, and entered into NDAs with multiple bidders, including Texas Instruments. By January 2026, Texas Instruments and at least one financial buyer or sponsor-backed party, identified as Party F, remained active, while Party B later withdrew. Texas Instruments told Silicon Labs on January 16 that its board had authorized submission of an offer by January 27. Texas Instruments also engaged on the merger agreement draft before the final-bid deadline, while Party F submitted a competing $205 per share cash indication and sought materially more buyer-friendly regulatory and termination-fee terms, including a weaker regulatory covenant and a lower regulatory termination fee. At the January 29, 2026 board meeting, Qatalyst compared the final outstanding proposals from Texas Instruments and Party F and noted that Texas Instruments final price was substantially higher. DLA Piper reviewed the competing packages, with specific attention to regulatory efforts, interim operating flexibility, and both sides termination-fee structures. Negotiations then continued through January 30 and into early February. The board was also dealing with leak risk, as a Financial Times reporter contacted the parties on February 3 about a potential transaction. On February 3, 2026, Qatalyst delivered its oral fairness opinion, later confirmed in writing, that $231 per share in cash was fair from a financial point of view to Silicon Labs stockholders other than buyer-affiliated holders. The board then unanimously approved the merger agreement and recommended it to stockholders. The merger agreement was executed shortly after midnight Central Time on February 4, 2026, and the transaction was publicly announced that morning. The boards stated view was that $231 was the highest price reasonably obtainable, and the proxy notes that Texas Instruments had increased its position by $21 per share from the high end of its initial $205 to $210 range;

>50% vote target; HSR expiry (filed Mar 20 2026, attained May 22 2026); EC; China SAMR;

SLP

Simulations Plus, Inc.

Altaris, LLC

16-June-26

15-November-26

Merger

Friendly

Healthcare

18.50000

0.00000

18.45000

375.00000

0.13012

0.06000

-2.07000

0.16000

0.03

0.03

0.00000

18.50000

18.44000

0.05000

0.01327

75

MS

Truist / JPMorgan

Procopio

Bass / Kirkland

Definitive agreement; Simulations Plus, Inc. is a global leader in model-informed and AI-accelerated drug development that advances biopharma innovation; Altaris, LLC is an investment firm with an exclusive focus on acquiring and building companies in the healthcare industry; Altaris is headquartered in New York City and manages $9+ billion of equity capital; Altaris anticipates the Company will be combined with Chemical Computing Group (CCG), an existing Altaris portfolio company that provides advanced molecular design software to customers across the pharmaceutical, chemical and materials sectors; The transaction, which was unanimously approved by the Simulations Plus Board of Directors, is subject to customary closing conditions including the receipt of approval of the Simulations Plus stockholders, required regulatory, and other similar approvals and closing conditions. The transaction is currently expected to close in the calendar fourth quarter of 2026; The transaction is structured as an all-cash acquisition financed through a combination of committed equity and debt financing through funds affiliated with Altaris. The transaction is not subject to a financing contingency; In connection with the execution of the merger agreement, Simulations Plus cofounder and director Dr. Walter Woltosz has entered into a voting and support agreement with Altaris pursuant to which he has agreed to vote all of the shares beneficially owned by him in favor of the transaction at the special meeting of Simulations Plus stockholders that will be called to approve the merger; The consummation of the Merger is not subject to any financing condition. The financing letters are sufficient in the aggregate to fund the purchase price and pay certain related fees and expenses at closing; Outside date February 10, 2027; Signed NDA February 26, 2026; Background: The process developed after the company received inbound strategic interest during 2025. Party J entered into a mutual nondisclosure agreement on July 31, 2025 and later proposed an acquisition at $17.50 to $19.00 per share. The board considered that valuation insufficient and also questioned Party Js ability to finance the transaction. Party J did not increase its valuation, and discussions did not progress. The company also held preliminary discussions with several other strategic and financial parties during 2025. On January 6 and 7, 2026, the board reviewed strategic alternatives in light of the volume of inbound interest, difficult pharmaceutical and biotechnology spending conditions, pressure on revenue growth, the companys product roadmap and the funding required to remain competitive in artificial intelligence development. The board decided to retain Morgan Stanley and begin a formal auction. On January 20, 2026, the board authorized commencement of the process. Management and Morgan Stanley contacted numerous strategic parties and financial sponsors. Altaris had an introductory discussion with management on January 14, 2026 and signed its confidentiality agreement on February 26, 2026. Three parties initially submitted proposals, with Party F submitting a fourth proposal shortly afterward. The board advanced Altaris, Party F, Party L and Party B into the second round. Party L increased its indicated range to $19.00 to $21.00 per share after being told that its initial proposal was insufficient. The company provided the remaining bidders with a process letter, a draft merger agreement and access to a data room. The second-round instructions required a specific cash price, merger-agreement markups, financing information, commitment letters and confirmation that signing would not require additional diligence. The four remaining participants conducted management and diligence sessions through May 2026. At the May 15 bid deadline, Altaris submitted an $18.00-per-share proposal. Party F, Party L and Party B did not submit second-round bids. The board countered Altaris at $19.00. Altaris increased its offer to $18.50 on May 19. The board accepted that price on May 20, subject to a two-week exclusivity period. The parties executed an exclusivity agreement on May 22. During exclusivity, the parties completed confirmatory diligence and negotiated the merger agreement, including closing conditions, regulatory obligations, the no-shop, HSR covenants, employee bonuses, termination rights and remedies. Altaris requested and received a one-week exclusivity extension. Exclusivity ended on June 12 and was not renewed. The parties continued negotiations without exclusivity, and the company received no new inbound inquiries during that period. On June 15, 2026, the board reviewed the final merger agreement and Morgan Stanleys financial analysis. Morgan Stanley delivered an oral fairness opinion that was later confirmed in writing. After considering financial and legal advice, the board unanimously approved the merger at $18.50 per share. The parties signed the agreement that day and announced the transaction on June 16;

>50% vote target; HSR expiry (filed June 30 2026, attained Aug 13 2026); France;

SMTI

MDXG

Sanara MedTech Inc.

MiMedx Group, Inc.

30-July-26

31-December-26

Merger

Friendly

Healthcare

33.00000

0.47350

34.79000

350.00000

0.15712

0.37181

-4.39588

0.38900

0.06

0.08

0.00000

35.11181

34.74000

0.38393

0.03371

121

Truist

Centerview

Alston

Greenberg

Definitive merger agreement; Sanara MedTech Inc. is a medical technology company focused on developing and commercializing transformative technologies to improve clinical outcomes and reduce healthcare expenditures in the surgical market. Sanara develops, markets and distributes surgical products for use by physicians and clinicians in hospitals; This transaction would combine MIMEDXs high-growth, best-in-class surgical portfolio with Sanaras innovative surgical technologies across collagen particulate, wound irrigation and bone fixation. In addition to Sanaras industry-leading CellerateRX Surgical Powder, BIASURGE Advanced Surgical Solution and additional soft tissue and musculoskeletal products, it is working towards a 2027 commercial launch of OsSticTM BioAdhesive Advanced Bone Fixation, a Breakthrough Device as designated by the U.S. Food & Drug Administration; MIMEDX expects to finance the cash portion of the transaction through a combination of cash on hand and a new, committed debt financing in the form of a $300 million term loan, which has been secured with Hayfin Capital Management, LLP. In connection with the execution and delivery of definitive documentation with respect to the debt financing by Hayfin, MIMEDXs existing credit agreement will be terminated and all amounts outstanding will be repaid in full; The transaction has been unanimously approved by the board of directors of both companies and is expected to close by the end of the year, subject to approval by Sanara shareholders, the receipt of required regulatory approvals and other customary closing conditions; Outside date July 29, 2027 (either Company or Parent may extend the End Date to January 29, 2028 in the event that the requisite antitrust approvals have not been obtained); Specified Stockholders collectively held approximately 38.9% of the total voting power of the Shares. The Voting Agreement also contains restrictions on, among other things, the transfer of the Shares held by the Specified Stockholders; Signed CA December 15, 2025; Valuation: 63.6x EPS (2027E), 17.5x EBITDA (2027E), 2.65x sales (2027E); Background: MiMedxs interest became concrete in late 2025. On November 24, 2025, Sanara executives Seth Yon and Ronald Nixon spoke with MiMedx CEO Joseph Capper, who reiterated MiMedxs interest in a combination and discussed the strategic rationale and potential synergies. Two days later, the companies began discussing an NDA, and on December 15 they signed a mutual confidentiality agreement containing customary standstill provisions. Separately, director Bob DeSutter had been approached in October by Party A, described as a global private equity firm with a medical-device portfolio company. The Sanara Board was updated on both avenues and directed management to continue evaluating strategic alternatives. Discussions became more active in early 2026. MiMedx and Sanara management met in person on January 20. Sanara also held discussions with Party A. By February, the Sanara Board was actively evaluating both expressions of interest. MiMedxs board authorized management to make a non-binding acquisition proposal, while Sanara began bringing Truist Securities into the process and formally engaged Truist in March as financial adviser. Party A submitted an unsolicited proposal on March 22 at $28 to $30 per share. Shortly thereafter Party B, a global healthcare company, expressed acquisition interest. Rather than negotiate solely with those inbound parties, the Sanara Board elected to run a broader sale process. On March 26 it authorized Truist to contact 16 potential buyers across wound care, medical technology and healthcare. The auction developed into a meaningful market check. Nine parties ultimately expressed sufficient interest to receive additional information, and Sanara signed confidentiality agreements with eight of them in addition to MiMedx. By late April those parties had access to a Phase 1 data room. On May 14, Party A bid $30 per share and Party B bid $26.05. On May 15, MiMedx submitted a superior $32 all-cash offer. The board advanced MiMedx and Party A while telling Party B it would have to reach the mid-$30s. The board also focused specifically on financing certainty because MiMedx would need debt funding. Party B subsequently increased its offer to $33.16. Party C, a global medical technology company, entered with a structure worth up to $34, but $10 of that amount consisted of contingent value rights. During June, MiMedx, Party B and Party C continued diligence. Party C improved its structure to $33 cash plus a potential $4 CVR, but Sanara refused Party Cs request for exclusivity. On June 17, MiMedxs adviser Centerview delivered a highly confident Hayfin letter for $275 million of financing. The board moved the remaining bidders into a final-round process with July deadlines. Sanara circulated an auction-form merger agreement containing regulatory efforts covenants and a 2% target termination fee. Party C withdrew on June 30 due to concerns about integrating the parties commercial infrastructures. Party A remained interested but was behind the other bidders in diligence. By July, the field had narrowed materially. Party A indicated that validation of synergies might permit it to bid $33 to $34, but it said the process timetable was too compressed. Party B withdrew on July 7 following diligence. MiMedx continued extensive diligence and conducted a Sanara site visit and product demonstration. Sanara supplied Party A with additional synergy information on July 21, but Party A made no further communication afterward. On July 22, MiMedx submitted its final formal package at $34.50 per share, comprising $32.50 cash plus $2 of MDXG stock, together with a fully committed $300 million Hayfin debt package. Its merger-agreement markup proposed a 3% Sanara termination fee and a 5% MiMedx reverse termination fee. The Sanara Board used the final stage to improve both economics and closing protection. On Jul

>50% vote target; HSR expiry (filed Aug 12 2026);

SUPN

INDV

Supernus Pharmaceuticals, Inc.

Indivior Pharmaceuticals, Inc.

03-August-26

15-November-26

Merger

Friendly

Biotech

0.00000

1.54010

43.84000

2742.58960

0.18955

1.60894

-5.59477

0.04

0.22

-8.52515

45.20894

43.60000

1.90367

0.23119

75

Cantor / Wells

Jefferies / Piper / Citi

Saul / Morgan

Goodwin

Definitive agreement; Supernus is a biopharmaceutical company focused on developing and commercializing products for the treatment of central nervous system (CNS) diseases; Merger of equals; Combines highly complementary businesses, with a diversified portfolio of CNS medicines totaling approximately $2.2 billion in combined annual revenues; Enhanced financial position and free cash flow generation enabling greater financial flexibility to pursue internal and external growth opportunities; Combined company expected to benefit from immediate scale and $125 million of expected annual cost synergies; Diversified and scaled portfolio of medicines that treat CNS diseases: The combined company will have a commercial portfolio of 11 differentiated medicines across psychiatry, neurology and addiction, with key growth products currently expected to continue growing well into the 2030s; Under the terms of the agreement, which has been unanimously approved by the Boards of Directors of both companies, Supernus Pharmaceuticals stockholders will receive 1.5401 common shares of Indivior Pharmaceuticals for each share of Supernus Pharmaceuticals they own. Indivior Pharmaceuticals stockholders will receive a one-time special cash dividend of $1.0 billion in aggregate immediately prior to closing of the merger; To finance the dividend to Indivior Pharmaceuticals stockholders, the companies have secured a debt commitment of $650 million through a term loan facility provided by Citibank N.A. with the remaining portion to be funded by existing cash on hand of the combined company; Upon the close of the transaction, Indivior Pharmaceuticals stockholders will own approximately 56.5% of the combined company, and Supernus Pharmaceuticals stockholders will own approximately 43.5% of the combined company; The transaction is expected to close in the fourth quarter of 2026, subject to approval by stockholders of both companies, regulatory approvals and customary closing conditions.; Valuation: 12.2x EPS (2027E), 12.3x EBIT (2027E), 2.68x sales (2027E); Outside date: Feb 3 2027, can be extended to Aug 3 2027; Signed CA Mar 30 2026; Background: Indivior and Supernus had monitored each other and considered strategic alternatives for several years, but discussions became more serious in early 2026. Indivior had established a transaction committee in June 2025 to evaluate potential strategic transactions, while Supernus increasingly viewed Indivior as an attractive partner following Indiviors management changes, U.S. redomiciliation, improved profitability and operational efficiencies. In March 2026, discussions between the companies and their advisors accelerated, leading to the execution of a mutual confidentiality agreement on March 30. During April and May, the companies conducted preliminary mutual due diligence and both boards authorized management to continue pursuing a potential transaction. By late May, discussions had focused on a merger of equals, with management teams meeting to review their respective businesses, potential synergies, transaction structures and governance. In June, the companies opened comprehensive data rooms, conducted detailed commercial, financial and legal due diligence and began negotiating specific economic terms. Indivior submitted an initial non-binding proposal on June 29 that contemplated an exchange ratio based on market prices, a potential $750 million special dividend to Indivior shareholders, majority Indivior representation on the combined board and Supernus CEO Jack Khattar leading the combined company. Supernus responded with proposals for a larger special dividend of up to $1 billion, at least 40% ownership for Supernus shareholders and equal board representation. After several rounds of negotiations, the parties agreed on July 8 to a framework using a 60 trading-day VWAP exchange ratio, a special dividend of up to $1 billion and equal board representation. Throughout July, the parties negotiated the merger agreement, financing arrangements, governance, employee matters, closing conditions and treatment of equity awards. A key point of negotiation was whether financing for the special dividend would be a condition to closing and how the transaction would proceed if the full financing were unavailable. Both boards also reviewed financial analyses and fairness opinions from their respective advisors. Supernus unanimously approved the transaction on July 29, while the Indivior Board unanimously approved it on July 31 after receiving fairness opinions from Jefferies and Piper Sandler. The parties executed the merger agreement on August 1, 2026, along with related voting and employment agreements. Supernus and Indivior publicly announced the transaction on August 3 and held a joint investor call;

>50% vote target; >50% vote acquiror; HSR expiry;

SYNA

ON

Synaptics Incorporated

onsemi

26-June-26

30-June-27

Merger

Friendly

Tech

0.00000

1.35000

94.76000

7000.00000

0.27606

2.06600

-18.83369

0.03

0.10

0.00000

96.60600

94.55000

4.27728

0.05494

302

Qatalyst

MS / JPMorgan

Baker

Skadden

Definitive agreement; Synaptics (Nasdaq: SYNA) is driving innovation in AI at the Edge, bringing AI closer to end users and transforming how we engage with intelligent connected devices, whether at home, at work, or on the move; Accelerates onsemis evolution, building on its strength in power and sensing to become a leading provider of intelligent systems expanding from AI data centers into Physical AI; Increases onsemis total addressable market by $30 billion to $243 billion by 2030; Positions onsemi at the intersection of Power, Sense, Connected Compute and Control the four pillars of Physical AI which enable machines to sense, decide, act and adapt in the physical world; Would combine complementary portfolios to drive significant customer value and deepen customer engagements; The transaction is expected to be accretive to non-GAAP EPS within 18 months of closing, with an expected $200 million in annual synergies; Under the terms of the agreement, which has been unanimously approved by the Boards of Directors of both companies, Synaptics stockholders will receive 1.350 shares of onsemi common stock for each share of Synaptics common stock held at the time of closing, implying pro forma ownership of approximately 12% for Synaptics stockholders on a fully diluted basis; The transaction is expected to close in mid-2027, subject to approval by Synaptics stockholders, the receipt of required regulatory approvals and other customary conditions; Outside date June 25, 2027, subject to certain extensions aggregating to up to 21 months from the date of the Merger Agreement; Signed clean team agreement June 6, 2026; Signed NDA April 13, 2026; Valuation: 30.5x EPS (2027E), 25.1x EBITDA (2027E), 14.6x Adj EBITDA after synergies (2027E), 5.4x sales (2027E);

>50% vote target; HSR expiry (filed July 17 2026, attained Aug 12 2026); UK CMA; EC; China SAMR;

TBPH

ZYME

Theravance Biopharma, Inc.

Zymeworks Inc.

29-June-26

25-September-26

Merger

Friendly

Biotech

17.00000

0.00000

17.08000

929.00000

-0.03573

0.03000

0.04

0.00

0.10000

17.10000

17.07000

0.02000

0.01797

24

Lazard / Evercore

TD / MTS

Skadden

Kirkland

Definitive agreement; Theravance Biopharma, Inc.s focus is to deliver Medicines that Make a Difference in peoples lives. In pursuit of its purpose, Theravance Biopharma leverages decades of expertise, which has led to the development of FDA-approved YUPELRI (revefenacin) inhalation solution indicated for the maintenance treatment of patients with chronic obstructive pulmonary disease (COPD); In addition to the cash consideration, Theravance Biopharma shareholders will receive a CVR entitling them to 80% of net proceeds realized from any future license, divestiture or other monetization of ampreloxetine over the next ten years, with the remaining 20% to Zymeworks; The transaction is the culmination of a comprehensive strategic review process conducted by the Companys Strategic Review Committee and Board of Directors, which considered a broad range of alternatives; The transaction is expected to close in the second half of 2026, subject to approval by Theravance Biopharma shareholders, receipt of applicable regulatory approvals and satisfaction of other customary closing conditions; Transaction expected to be accretive to earnings and cash flow upon closing. YUPELRI U.S. profit share and ex-U.S. royalties generate ~$60 million annualised cash flow at current run-rates, with continued expected growth; Transaction financed primarily by $350 million non-recourse note secured solely by U.S. YUPELRI profit share from OMERS Life Sciences, and Theravance Biopharmas expected net cash balance of $360 million at closing. Zymeworks will contribute $219 million of cash at close and expects to receive $100 million TRELEGY ELLIPTA milestone in Q1 2027, assuming milestone conditions met, offsetting cash outlay; The acquisition will be financed through a $350 million non-dilutive, non-recourse note from OMERS Life Sciences, in which 75% of the YUPELRI profit-share cash flows are contractually assigned to OMERS to service the associated debt obligations. The non-recourse note is secured by assets and entities of Theravance Biopharma related to YUPELRI and do not have any recourse to the remainder of the Zymeworks business. This non-recourse note is structured to preserve the Companys balance sheet flexibility and minimize shareholder dilution; Outside date December 28, 2026, which period may be extended automatically for two three-month periods; Signed CA March 4, 2026; Background: Theravances sale process developed over more than two years rather than emerging from an unsolicited Zymeworks approach. In March and April 2024, the board began reviewing strategic alternatives with Lazard and Evercore, including a potential sale of the company, asset-level transactions involving ampreloxetine and YUPELRI, and other ways of returning value to shareholders. In August 2024, the board formed an Ad Hoc Committee on Strategy and Operations to evaluate those alternatives. Lazard was formally engaged in October 2024 as lead investment banker in connection with a potential company sale or other strategic transaction. During 2025 the company explored asset sales involving YUPELRI and its TRELEGY economics. Party B initially proposed transactions involving YUPELRI. Party A entered a confidentiality agreement in March 2025 and subsequently proposed acquiring YUPELRI. OMERS and GlaxoSmithKline were among parties evaluating TRELEGY-related assets. Party A eventually disengaged and Party B became unavailable after agreeing to acquire another biopharmaceutical company. Following a December 2025 board meeting, Lazard broadened the process substantially. It contacted approximately 60 potential counterparties, emphasizing a preference for a whole-company sale, and Theravance entered confidentiality agreements with approximately 20 parties. Theravance and Zymeworks executed their confidentiality agreement on March 4, 2026. Zymeworks received access to the virtual data room on March 7 and participated in a management presentation on March 10. Party A re-entered the process and amended its confidentiality arrangements on March 13. After further diligence and outreach, Lazard sent formal process letters to nine potential counterparties in April seeking whole-company acquisition proposals. OMERS initially considered participating directly in a transaction but ultimately shifted toward serving as a financing source. Lazard introduced OMERS to Zymeworks in April after both sides expressed interest in a potential financing relationship. On April 27, Party A offered $17.00 per share in cash and indicated its transaction would not be financing-conditioned. Zymeworks also submitted a proposal involving $17.00 cash per share funded through available cash and committed debt financing and likewise not conditioned on obtaining financing. The Strategic Review Committee determined that the two proposals were not sufficiently differentiated and requested second-round proposals. Zymeworks subsequently sought exclusivity, but the committee rejected that request in order to preserve competitive tension. The sale process became more complicated following Theravances May 27 FDA Type B meeting concerning ampreloxetine. The FDA indicated that the existing clinical package would not support approval on the existing data, although an additional pivotal study could provide a potential path forward. That development led the board and bidders to focus increasingly on mechanisms for preserving contingent upside from ampreloxetine. Party As May 27 proposal was reduced to $14.50 in upfront cash plus a $2.00 CVR tied to YUPELRI China sales. By June 15, Zymeworks had submitted a purported best-and-final offer of $16.60 in cash without an ampreloxetine CVR. Party A submitted $16.00 in cash plus a $1.00 YUPELRI CVR and a CVR representing 80% of ampreloxetine licensing economics. Zymeworkss draft transaction documents still contained several material open items, including equity-award treatment, operating covenants, Irish operational requirements and an attempt to r

66 2/3 vote target; HSR expiry (filed July 13 2026, attained Aug 4 2026);

TCBK

FHB

TriCo Bancshares

First Hawaiian, Inc.

13-July-26

31-December-26

Merger

Friendly

Financial

0.00000

2.09500

54.18000

2014.23413

0.17678

0.37865

-7.80823

0.04

0.05

0.00000

54.49865

54.12000

0.86391

0.04893

121

Keefe

Evercore

Holland

Sullivan

Definitive agreement; Established in 1975, Tri Counties Bank is a wholly-owned subsidiary of TriCo Bancshares (NASDAQ: TCBK) headquartered in Chico, California, providing services in traditional stand-alone and in-store bank branches and loan production offices in communities throughout California. Tri Counties Bank provides an extensive and competitive breadth of consumer, small business and commercial banking financial services, along with convenient around-the-clock ATMs, online and mobile banking access; The transaction creates the leading Pacific banking franchise, accelerating mainland growth while combining strong deposit platforms and delivering compelling shareholder value; On a combined basis, the company will have approximately $34 billion of assets and be the 6th largest bank headquartered in the Western U.S.; Upon closing of the transaction, First Hawaiian and TriCo shareholders are expected to own approximately 65% and 35%, respectively, of the combined company; The Boards of Directors of First Hawaiian and TriCo unanimously approved the definitive agreement and the parties expect to close the transaction by the end of 2026, subject to the receipt of required regulatory approvals, approval by First Hawaiian and TriCo shareholders and the satisfaction of customary closing conditions; Valuation: 14.4x EPS (2027E), 10.7x Adj EPS after synergies (2027E), 1.98x TBV; Signed CA March 20, 2026; Outside date July 12, 2027 (automatically extended for an additional three months to October 12, 2027); Background: First Hawaiian had periodically evaluated strategic acquisitions, and Evercore presented potential acquisition and business-combination partners to its board in July 2025, including TriCo. TriCo was simultaneously reviewing its strategic alternatives. During 2025, TriCo CEO Richard Smith had discussions with executives of several financial institutions, identified in the filing as Companies A, B and C, as well as First Hawaiian CEO Robert Harrison. Smith and Harrison first met at an investor conference in February 2025 and met again in San Francisco in June. The first substantive discussion of a possible First Hawaiian-TriCo transaction took place on September 22, 2025, when Harrison visited TriCo in Chico and met TriCos senior management. No valuation or exchange ratio was discussed at that point. TriCo was pursuing multiple strategic alternatives rather than negotiating exclusively with First Hawaiian. Company C had been in discussions with TriCo since spring 2025 and signed an NDA with TriCo on May 13, 2025. At an October 7 strategic planning meeting, the TriCo board directed management and KBW to explore potential transactions with First Hawaiian and Companies A, B and C. Discussions with Company A later ended because the parties concluded their cultures were incompatible. Company C remained an alternative involving a potential acquisition by TriCo. Company B also held discussions with TriCo management. First Hawaiians interest became more concrete in December. On December 12, 2025, First Hawaiian submitted its first non-binding term sheet. It proposed an all-stock acquisition at an exchange ratio of 1.960 FHB shares per TCBK share. That represented an approximately 14.6% premium to TriCos 90-day VWAP and would have left former TriCo shareholders with approximately 34% of the combined company. First Hawaiian also proposed meaningful TriCo board representation, management roles, continued use of the Tri Counties Bank brand, no anticipated branch closures and continuation of TriCos community commitments. The TriCo board identified the exchange ratio and TriCos board representation as the two major issues requiring improvement. In January 2026, the TriCo board received presentations from both Company B and First Hawaiian and continued to evaluate First Hawaiian, Company B and Company C. TriCo and First Hawaiian continued intermittent discussions through March. On March 20, 2026, they signed their confidentiality agreement, allowing more detailed discussions. TriCo also signed an NDA with Company B later that month. Company C exited the process on March 26 after deciding that remaining independent was in its own best interest. By that point, First Hawaiian and Company B had emerged as the two actionable counterparties for a sale of TriCo. Company B submitted a written indication of interest on April 1. Its proposal was an all-stock acquisition representing only a 5.5% implied premium based on February 12 prices, with opportunities for Smith to join the combined board and for TriCo executives to receive leadership positions. First Hawaiian responded on April 6 with an improved 2.054 exchange ratio, representing a 7.5% premium based on that days prices, and offered three TriCo directors seats on both the First Hawaiian and First Hawaiian Bank boards. First Hawaiian also sought a mutual exclusivity period. The TriCo board evaluated the competing proposals on April 16 and April 17 and instructed its advisors to seek improved economics from both bidders. On May 1, First Hawaiian increased its exchange ratio again to 2.095, representing a 13.7% premium based on April 30 closing prices. On May 4, Harrison told Smith that TriCo was First Hawaiians preferred partner and that First Hawaiian would not increase the economics further. By May 5, TriCo understood that Company B was unlikely to materially improve its proposal and was unwilling to agree to mutual exclusivity. The TriCo board determined that First Hawaiian offered the more compelling combination of value and execution certainty. TriCo nevertheless negotiated governance improvements before granting exclusivity. It sought four TriCo representatives on the combined companys and combined banks boards. On May 7, TriCo and First Hawaiian entered into a 60-day mutual exclusivity agreement through July 6. The parties then conducted reciprocal diligence. Sullivan & Cromwell circulated the first merger agreement draft on May 23. During Ju

>50% vote target; >50% vote acquiror; Fed (filed Aug 10 2026); FDIC (filed Aug 9 2026); Hawaii Department of Commerce and Consumer Affairs, Division of Financial Institutions (filed Aug 10 2026); California Department of Financial Protection and Innovation (filed Aug 10 2026);

TECH

MRK

Bio-Techne Corporation

Merck KGaA

25-June-26

31-December-26

Merger

Friendly

Healthcare

73.00000

0.00000

72.36000

11300.00000

0.23981

0.73000

-13.40547

0.02

0.05

0.00000

73.08000

72.35000

0.72000

0.03032

121

GS

Guggenheim / JPMorgan

Sidley

Sullivan

Definitive agreement; Bio-Techne Corporation is a Minneapolis-based global provider of life science tools, analytical technologies, and consumables; Purchase price of US$73 per share in cash represents an enterprise value of US$11.3 billion (EUR 9.9 billion); Proposed acquisition expected to be immediately accretive to sales growth and EBITDA pre margin post-closing, and EPS pre accretive by year 3 after closing; U.S.-based Bio-Techne to bring portfolio with industry-leading multi-omics offering, analytical technologies and integrated workflow solutions across the scientific journey; Would deliver on growth agenda of Merck KGaA, Darmstadt, Germany, by expanding presence in high-growth, next-generation life sciences markets and further strengthening the position as a leader along the full life science value chain; Would add complementary strengths across research, bioprocessing and advanced therapeutics, bolstering the offering of Merck KGaA, Darmstadt, Germany, in next-generation biology; Synergistic platform would broaden offerings, accelerate innovation pipeline of Merck KGaA, Darmstadt, Germany, and increase Bio-Technes geographic and omnichannel access for customers; Merck KGaA, Darmstadt, Germany, expects annual cost synergies of approximately EUR 140 million, which are anticipated to be fully realized by year 3 after closing; The transaction would bring together two highly complementary and leading life sciences organizations, uniquely positioned to support customers across the full spectrum of life science workflows from discovery and translational research through development, testing and commercial manufacturing; The proposed transaction has been approved by Bio-Technes Board of Directors and the relevant corporate bodies of Merck KGaA, Darmstadt, Germany, and is expected to close by late 2026 or early 2027, subject to satisfaction of customary closing conditions, including receipt of required regulatory approvals and approval by Bio-Techne shareholders; The planned acquisition will be funded through a combination of existing cash on hand and proceeds from new debt. Merck KGaA, Darmstadt, Germany, will preserve a strong investment-grade credit rating; The proposed transaction is expected to be immediately accretive to EBITDA pre margin of both Life Science and the Group post-closing and EPS pre accretive by year 3 after closing. Cost synergies of approximately EUR 140 million are expected to be fully realized by year 3 after closing; Valuation: 35.5x EPS (2027E), 25.0x EBITDA (2027E), 7.4x sales (2027E); Signed CA June 2 2026, Signed clean team agreement June 8 2026; Outside date Mar 25 2027 (extends to Sept 25 2027); Background: Mercks interest in Bio-Techne dates back at least to 2023. During the second quarter of 2023, Merck verbally expressed interest in acquiring Bio-Techne at prices between approximately $92 and $95 per share, when Bio-Techne itself was trading at substantially higher levels than it was when the eventual deal was signed. Those discussions did not progress. Bio-Techne and Merck nevertheless remained in periodic contact through July 2025 regarding both a possible acquisition and potential strategic collaborations. Merck renewed its pursuit in July 2025. On July 22 it offered $65 per share in cash after Bio-Techne had fallen to $53.12. Management told Merck that the Board would view the proposal as opportunistic given the depressed share price and refused to engage at that level. Merck returned in September with a $69 proposal. The Audit Committee again declined to provide the specific price guidance Merck requested. At the time, the Board continued to have confidence in Bio-Technes standalone strategy and expected improvement in several business uncertainties. Discussions then went dormant until May 2026. Bio-Technes third-quarter fiscal 2026 results on May 6, 2026 disappointed the market, and its shares fell from $56.68 to $47.41 that day. By May 15 they had declined to $43.30. Merck returned with a $67 all-cash proposal on May 18, representing a 54.7% premium to the May 15 closing price. Merck indicated that it might make its approach public and its advisers raised the possibility of a proxy contest if Bio-Techne did not engage. The Board considered the proposal with Goldman Sachs and Sidley. It concluded that $67 was inadequate but authorized management to provide diligence access if Merck increased to $74. The Board decided against conducting a broad auction. Goldman Sachs advised that strategic acquirers were most likely to have the ability to top Mercks cash price and identified Party A and Party B as the only other previously interested companies thought to have sufficient acquisition capacity. The Board was also concerned that a wider market check could leak and disrupt the company. It therefore authorized outreach to Party A and Party B. Both initially expressed interest. Party A signed a confidentiality agreement on May 28. Merck ultimately entered into a confidentiality agreement without a standstill on June 3. Party B signed a similar agreement on June 4. Bio-Techne opened the data room to Merck, Party A and Party B on June 7. Party A withdrew one day later to focus on other strategic priorities. The process became more competitive in mid-June. Ananym Capital publicly called on Bio-Techne to conduct a strategic review on June 15. The resulting publicity caused Party C to approach Goldman Sachs. Party C entered a confidentiality agreement on June 18 but remained behind Merck and Party B in diligence. Party B submitted a $68 proposal on June 18 and sought exclusivity. Bio-Techne refused. The Board later told Party B that it could obtain exclusivity at $74 per share with a 2% termination fee and satisfactory regulatory terms. The Board simultaneously continued to pressure Merck, telling it that another bidder was active. On June 19, Goldman Sachs sent Merck and Party B a process letter and draft merger agreement seeking best-and-final bids and exec

>50% vote target; HSR expiry (filed July 16 2026, pulled and refiled Aug 19 2026); UK CMA; EC; China SAMR; German FCO (filed July 23 2026, attained Aug 17 2026); Austra FCA (filed Aug 12 2026); Competition Canada (filed Aug 26 2026);

TECK

NGLOY

Teck Resources Limited

Anglo American plc

09-September-25

31-December-26

Merger

Friendly

Mining

0.00000

2.66020

67.76000

16139.44434

0.01339

5.14342

0.79800

0.02

0.00

-2.09500

72.85342

67.72000

5.81377

0.28208

121

BMO / Ardea / Scotia

Wachtell / Stikeman / Freshfields / Felesky

Arrangement Agreement; Teck is a leading Canadian resource company focused on responsibly providing metals essential to economic development and the energy transition. Teck has a portfolio of world-class copper and zinc operations across North and South America and an industry-leading copper growth pipeline; At market merger of equals; US$800 million in pre-tax recurring annual synergies from combining both companies; Headquartered in Canada and committed to the heritage of both companies and their significant business leadership roles in Canada, South Africa and the UK; Special dividend to Anglo American shareholders of US$4.5 billion c.US$4.19 per share ahead of completion; Anglo American shareholders to own c.62.4% and Teck shareholders to own c.37.6% of Anglo Teck plc immediately post completion; Merger subject to customary closing and regulatory conditions, expected to complete within 12-18 months; Boards of Anglo American and Teck unanimously support and recommend the Merger; At or prior to completion, Anglo American and Teck will each nominate for appointment 50% of the non-executive directors of the Anglo Teck board, with Sheila Murray to serve as Chair of Anglo Teck upon completion. Upon completion, the executive directors of Anglo Teck plc will be Duncan Wanblad as CEO, Jonathan Price as Deputy CEO, and John Heasley as CFO. The CEO, Deputy CEO, and CFO and a significant majority of the senior executive team will be based in and reside in Canada, with the senior executive team including meaningful representation from South Africa and the UK; Prior to completion, Anglo American will seek shareholder approval to change its legal name to Anglo Teck plc from completion of the Merger and, from and after completion of the Merger, Anglo Teck will conduct its business under the Anglo Teck trade name; The global headquarters of Anglo Teck will be located in Canada; Anglo Teck will invest at least approximately CAD$4.5 billion over five years in Canada, including in respect of the Highland Valley Copper Mine Life Extension, improving critical minerals processing capacity at Trail, advancing potential major new copper mines in Northwestern British Columbia, supporting critical minerals exploration, innovation, skills training, research and jobs growth in Canada; Anglo Teck will also explore opportunities to add copper processing capacity at Trail and support the establishment of new critical minerals processing facilities in Canada; A substantial proportion of Anglo Tecks board of directors will be Canadian; Anglo American and Teck have entered into an agreement (the Arrangement Agreement) to effect the Merger by way of a plan of arrangement of Teck under the Canada Business Corporations Act. Subject to satisfaction of certain conditions, the Anglo American Board also intends to declare the Anglo American special dividend of US$4.5 billion (expected to be approximately US$4.19 per ordinary share) to be paid by Anglo American to its shareholders on the Anglo American register of members ahead of completion of the Merger. At completion of the Merger, each class A common share and class B subordinate voting share of Teck will be exchanged for 1.3301 ordinary shares of Anglo American. The plan of arrangement will require the approval of at least 662/3% of the votes cast in person or by proxy by class A common and class B subordinate voting shareholders of Teck, voting as separate classes, at a special meeting of shareholders. The plan of arrangement will also require customary court approval in Canada; The Merger is also subject to completion conditions customary for a transaction of this nature, including approval under the Investment Canada Act and competition and regulatory approvals in various jurisdictions globally; The Arrangement Agreement includes customary deal protections, including provisions that allow Anglo American and Teck to consider unsolicited acquisition proposals and for either board to terminate the transaction to accept a superior proposal (subject to a right to match) or to change its recommendation that shareholders vote to approve the Merger in those circumstances. A break fee in the amount of US$330 million will be payable by Anglo American or Teck in certain circumstances; In connection with the Merger, Temagami Mining Company Limited (Temagami), SMM Resources Incorporated (SMM), Dr. Norman B. Keevil and certain of the directors and executive officers of Teck and Anglo American, in respect of approximately 79.8% of the outstanding Teck class A common shares, 0.02% of the outstanding Teck class B subordinate voting shares, and 0.1% of the Anglo American shares, as applicable, have entered into customary voting agreements agreeing to vote those Teck or Anglo American shares, respectively, in favour of the Merger and against any competing acquisition proposals, which agreements prohibit voting for, supporting or participating in a competing transaction unless the applicable board has changed its recommendation that the shareholders vote to approve the Merger or the Arrangement Agreement is otherwise terminated; Valuation: 20.4x EPS (2026E), 4.7x EBITDA (2026E), 2.0x sales (2026E); Nov 26 2025 announced ISS and Glass Lewis recommend vote For;

66 2/3 vote target (attained); >50% vote acquiror (attained); HSR expiry; Competition Canada (filed Oct 24 2025, attained Nov 14 2025); Investment Canada (attained Dec 15 2025); Australia (attained as at Dec 15 2025); Chile; China SAMR; EC (filed Jan 6 2026, attained Jan 30 2026); Japan; Mexico; South Korea;

TXNM

TXNM Energy

Blackstone Infrastructure

19-May-25

15-February-27

Merger

Friendly

Utilities

61.25000

0.00000

58.15000

11500.00000

0.27951

3.95500

-9.60959

0.02

0.29

0.00000

62.09500

58.14000

3.94500

0.15429

167

Wells / Citi

RBC / JPMorgan

Troutman

Kirkland

Agreement; TXNM Energy is an energy holding company based in Albuquerque, New Mexico, delivers energy to more than 800,000 homes and businesses across Texas and New Mexico through its regulated utilities, TNMP and PNM; Blackstone Infrastructure, with its $60 billion of assets under management, is focused on investing behind North American infrastructure platforms and leveraging its scale and expertise to support the growth of its portfolio companies. Blackstone Infrastructure has perpetual capital with no obligation to sell its investments, and is focused on long-term, multi-decade partnerships with the companies and communities in which it invests; Provides long-term infrastructure investment to support the continued build-out of PNM and TNMP in a rapidly changing energy environment, facilitating economic development during New Mexicos transition to clean energy and continued growth in Texas; TXNM Energy, PNM and TNMP to remain locally managed and operated with headquarters in New Mexico and Texas, retain employees and honor all union labor agreements; Customer rates will continue to be set by state regulators; Customers to receive a detailed package of benefits that will be developed after thorough and transparent engagement with stakeholders in New Mexico and Texas; Blackstone Infrastructure is funding the purchase price entirely with equity and does not anticipate increasing TXNM Energy leverage levels to fund the purchase of the company; Blackstone Infrastructure is also investing $400 million through the purchase of 8 million newly issued shares of TXNM Energy common stock at $50 per share, by way of a private placement agreement, to support TXNM Energys industry-leading growth plans. This issuance is expected to be completed in June 2025; The transaction is funded through equity and assumption of existing debt, and no incremental debt will be issued as a result of the transaction; Dividends payable to TXNM Energy shareholders are expected to continue through the closing of the transaction, subject to approval by the TXNM Energy Board of Directors; The transaction was unanimously approved by TXNM Energys Board of Directors and is estimated to close in the second half of 2026, subject to TXNM Energy shareholder approval, regulatory approvals and other customary closing conditions. Regulatory approvals are required from the NMPRC, PUCT, Federal Energy Regulatory Commission, Department of Justice (Hart Scott-Rodino Clearance), Nuclear Regulatory Commission and Federal Communications Commission; Formerly called PNM Resources Inc., TXNM owns two utilities serving more than 800,000 homes and businesses in New Mexico and Texas. The company had agreed to sell itself to Avangrid Inc., a US unit of Spains Iberdrola SA, for $4.3 billion in 2020 but the deal was scrapped after New Mexico regulators rejected the takeover; Valuation: 19.9x EPS (2026E), 11.0x EBITDA (2026E), 5.10x sales (2026E); Texas PUC has a 6-month time clock; New Mexico does not have time clock but expect 9-12 months review; Outside date: Aug 19 2026 (auto-extends to Dec 31 2026), plus additional 3-month extension; Pursuant to an equity commitment letter dated May 18, 2025 (the Equity Commitment Letter), BIP committed to provide Parent, at the consummation of the Merger, with an equity contribution in the amount set forth therein; In addition, pursuant to debt commitment letters (Debt Commitment Letters) delivered to Merger Sub, Royal Bank of Canada, MUFG Bank, Ltd., BNP Paribas, Sumitomo Mitsui Banking Corporation and Canadian Imperial Bank of Commerce have agreed to provide debt financing to Merger Sub following the Closing; Background: After a terminated merger with Avangrid in January 2024, TXNM re-engaged Wells Fargo in October 2024 to review alternatives, including restructuring or a sale. In December 2024, the Board decided to explore a sale, favoring infrastructure fund buyers over strategic buyers for reasons including financial strength and regulatory track records. In January 2025, TXNM formally hired Wells Fargo to run a sale process and contacted Blackstone Infrastructure and four other infrastructure funds (Parties A through D). First Round Bids (February 2025): Blackstone Infrastructure: $58/share. Party A: $60.25/share. Party D: $55/share. Party B and C did not submit bids. TXNM favored Blackstone and Party A due to financial strength and fit. Interim financing (PIPE) was part of the process. Narrowing the Field (March-April 2025): Party E submitted a late unsolicited bid ($60/share) but was slow to engage. Party A faced internal challenges and withdrew. Blackstone Infrastructure remained engaged and advanced discussions on regulatory approvals, financing, and interim PIPE funding. TXNMs stock price rose due to media leaks about the process. Party E and Party A failed to meet timelines or show capacity to complete a deal. Final Stages (April-May 2025): Blackstone submitted a second-round bid of $61/share for TXNM and $50/share for the PIPE. Blackstone agreed to a $61.25/share price and a $350M termination fee. Board Approval & Signing (May 2025): TXNMs Board reviewed fairness opinions (Wells Fargo, Citi) and the transactions benefits to shareholders and stakeholders. On May 18, 2025, TXNMs Board unanimously approved the merger with Blackstone Infrastructure. The PIPE closed on June 2, 2025 with TXNM issuing $400M in common stock to Blackstone Infrastructures affiliate; Aug 25 2025 announced that it filed regulatory applications with NMPRC, PUCT, and FERC; Dec 15 2025 reached a settlement with PUCT; July 17 2026 extended outside date to Mar 31 2027, unwinding the voided 2025 stock transaction, closing H1 2027, In addition to extending the outside date to May 31, 2027, the waiver includes that TXNM agreed for the reverse termination fee for failure to obtain regulatory approval to be reduced from $350mn to $175mn;

>50% vote target; HSR expiry; Public Utility Commission of Texas (filed Aug 25 2025, attained Feb 6 2026); New Mexico Public Regulation Commission (filed Aug 25 2025); FERC (filed Aug 25 2025, attained Feb 20 2026); NRC (filed Apr 24 2026, attained Aug 18 2026); FCC;

UNF

CTAS

UniFirst Corporation

Cintas Corporation

11-March-26

31-December-26

Merger

Friendly

Business Services

155.00000

0.77200

277.29999

5500.00000

0.76189

34.34204

-99.46975

0.66667

0.04

0.26

0.00000

309.44205

275.10001

35.75433

0.44569

121

GS / JPMorgan

MS

Paul

Davis

Definitive agreement; Headquartered in Wilmington, Mass., UniFirst Corporation is a North American leader in the supply and servicing of uniform and workwear programs, facility service products, as well as first aid and safety supplies and services; The transaction brings together two family-founded companies with longstanding commitments to customer service and operational excellence. The combined company will deliver innovative products and outstanding services to approximately 1.5 million business customers across North America. By integrating complementary processing capacity, route networks, service infrastructure, supply chains and technology investments, Cintas expects to create efficiencies and expand service capabilities. These enhancements will benefit customers and the American and Canadian workers they support through reliable, cost-effective garment, facility services and first aid and safety programs backed by continued innovation; Unlocks Additional Resources and Cost Synergies: Cintas expects to benefit from the addition of UniFirsts talented workforce while also realizing approximately $375 million of operating cost synergies, including material cost, production expense, service expense and selling, general and administrative expense, within four years; Delivers Compelling Financial Benefits. Expected to be accretive to Cintas earnings per share by the end of the second full year after closing. Net leverage ratio at close is expected to be 1.5x debt to EBITDA; The cash consideration will be funded with Cintas cash on hand, committed lines of credit and/or other available sources of financing, and is not subject to any contingencies. Cintas has secured fully committed bridge financing from Morgan Stanley Senior Funding, Inc., KeyBank National Association and Wells Fargo Bank N.A.; The transaction has been unanimously approved by the Cintas and UniFirst Boards of Directors. Entities affiliated with the Croatti family, which control approximately two thirds of the voting power of UniFirsts common stock and Class B common stock, voting together as a class, have entered into a voting support agreement under which they have agreed to vote their shares in favor of the transaction. The transaction is expected to close in the second half of calendar 2026, subject to customary closing conditions, approval by UniFirst shareholders and the receipt of certain regulatory approvals; Estimated Combined Market Share (US uniform rental): 4550% (Cintas at 35% and UniFirst at 12%); Outside date January 10, 2027, subject to an automatic extension for up to two periods of four months; Signed CA January 26, 2025; Valuation:38.4x EPS (2027E), 15.8x EBITDA (2027E), 7.6x Adj EBITDA after synergies (2027E), 2.13x sales (2027E); Background: Cintas first approached UniFirst on February 8, 2022, with a preliminary proposal to acquire UniFirst for $255.00 per share. UniFirsts board considered the offer with management and members of the Croatti family and decided not to pursue it because the board believed UniFirst could create greater value as a standalone company. There were no substantive discussions with Cintas at that time. In September 2024, UniFirst contacted Elis after market rumors suggested Elis might be interested in entering the U.S. market. The filing states that Elis delivered a non-binding all-cash proposal on September 27, 2026, at $230.00 per share, but that date appears inconsistent with the surrounding 2024 chronology. UniFirsts board decided not to pursue the Elis proposal and announced on October 4, 2024 that discussions with Elis had ended. Cintas returned on November 8, 2024 with a non-binding proposal at $275.00 per share. UniFirsts board reviewed the proposal over several meetings, received fiduciary duty advice from Paul Hastings, discussed regulatory and execution risks, and considered feedback from members of the Croatti family. Cintas reiterated the proposal on November 25 and December 3, 2024 and stated that there would be no financing condition. UniFirst rejected the offer on November 27, 2024, citing price, execution and business risks, family feedback, and UniFirsts standalone growth opportunities. In early 2025, the parties and their advisers focused heavily on antitrust risk. UniFirst sought meaningful regulatory protections, including an above-market reverse termination fee and a hell-or-high-water regulatory covenant. Cintas terminated discussions on March 24, 2025, citing UniFirsts position on the hell-or-high-water covenant, the requested reverse termination fee, and UniFirsts price expectations in the high $300s per share. The parties later held principal-level meetings in April and May 2025, but Cintas did not submit a revised proposal and UniFirst did not continue discussions at Cintas proposed value. On December 12, 2025, Cintas delivered a new private proposal at $275.00 cash per share. This proposal included a $350 million reverse termination fee if the merger were blocked on antitrust grounds and an obligation to litigate antitrust challenges if necessary. It also stated that Cintas would not be required to agree to antitrust remedies and proposed an outside date 10 months after signing with two four-month extensions if regulatory approvals remained outstanding. UniFirsts board decided to engage to determine whether an acceptable transaction could be reached and selected Goldman Sachs and J.P. Morgan as co-financial advisors. Negotiations in January 2026 centered on price, mix of consideration, regulatory risk, and closing certainty. UniFirst conveyed that a deal would need to be well into the $300s per share. Cintas maintained that $275.00 was a full price and later indicated that any additional value would need to be paid in Cintas stock rather than additional cash. UniFirst countered at $350.00 per share and indicated willingness to accept 60% cash and 40% Cintas stock. The parties discussed a potential compromise around $310.00 per share, with UniFir

>50% vote target; HSR expiry (filed Apr 8 2026, pulled and refiled May 12 2026, received second request from FTC on June 11 2026); Competition Canada (filed Apr 24 2026);

UTZ

Utz Brands, Inc.

Intersnack Group GmbH & Co.

21-July-26

19-October-26

Merger

Friendly

Food

14.25000

0.00000

14.20000

2900.00000

0.91275

0.12300

-6.70706

0.42000

0.02

0.02

0.00000

14.31300

14.19000

0.11300

0.06217

48

Citi / RBC

BofA

Sidley

Skadden

Definitive agreement; Utz Brands, Inc. is a leading U.S. manufacturer of branded salty snacks; Intersnack Group is a family-founded, privately-owned, multinational snack company. Starting as a German potato chip producer in 1968, Intersnack Group has grown to become a leading snack manufacturer in Europe and Oceania; Upon closing the transaction, Utz will become a private company with the Rice and Lissette Family Entities (the Rice and Lissette Family) and Intersnack Group each owning 50% of Utz; A special committee of Utz independent and disinterested directors (the Special Committee) was formed in response to interest expressed by Intersnack Group to acquire a significant portion of the Company through a going private transaction. The Special Committee and its independent financial and legal advisors evaluated the transaction and other potential alternatives that Utz could explore and determined that the transaction was the best alternative to deliver compelling, immediate and certain value to Class A common stockholders. Upon the unanimous recommendation of the Special Committee, which led the review and negotiation of the transaction, Utzs Board of Directors approved the transaction unanimously of all voting; The transaction will be financed by a combination of approximately $920 million cash from Intersnack Group, borrowings under a new $1.1 billion term loan facility, borrowings under a new $250 million ABL facility, rollover equity by the Rice and Lissette Family and a reinvestment by the Rice and Lissette Family of a portion of the proceeds from the $44 million settlement of the Companys tax receivable agreement in connection with the transaction; The transaction is expected to close in the fourth quarter of 2026, subject to the satisfaction of regulatory and other conditions, including approval by the holders of a majority of the Companys outstanding common stock and the holders of a majority of the votes cast by disinterested stockholders of the Company; The Rice and Lissette Family, Dylan Lissette and certain of their affiliates have entered into an agreement pursuant to which they have committed to vote shares representing approximately 42% of Utzs common stock in favor of the transaction; BofA Securities is serving as exclusive financial advisor to Intersnack Group as well as providing committed debt financing to support the transaction; The central antitrust fact is that Intersnack states it does not currently have a presence in the U.S. snack market. The transaction therefore appears primarily geographic and complementary rather than a combination of two established U.S. competitors; Valuation: 17.0x EPS (2027E), 12.0x EBITDA (2027E), 1.91x sales (2027E); Outside date April 20, 2027; Signed CA April 28, 2026; Background: The process began in earnest in January 2026 after Intersnack expressed interest in a transformative transaction involving Utz. Following a January 23 board meeting, the directors established a special committee composed of disinterested directors and gave it broad authority to evaluate a transaction with Intersnack, reject a transaction, solicit alternatives, engage advisors, negotiate transaction documents and determine what process would best protect public stockholders. Craig Steeneck was appointed chair. The committee also imposed restrictions on managements communications with Intersnack and the Rice/Lissette family because the family might remain invested after the transaction. Intersnack initially wanted to discuss post-closing governance with Dylan Lissette before submitting a formal proposal. The special committee permitted those discussions only on a restricted basis and excluded discussions of valuation, price, confidential Utz information, the special committees process and potential alternatives. On February 9, Lissette and Timothy Brown met with Intersnack representatives in Tampa. The discussion focused on public information, Intersnacks business, possible post-closing governance and the existing tax receivable agreement. The meeting did not cover transaction price or valuation. At its February 11 meeting, the special committee considered whether to contact other potential acquirors. It decided not to launch outreach at that stage because it viewed the probability of another buyer pursuing Utz at the contemplated valuation as relatively low and was concerned about the damage that a leaked process could create. The committee nevertheless considered negotiating either a go-shop or a relatively permissive post-signing fiduciary-out structure. On April 21, Sidley sent Intersnacks counsel a draft confidentiality agreement. After negotiations, Utz and Intersnack signed the agreement on April 28. The NDA included a 12-month standstill, barred Intersnack from co-bidding with the family, restricted agreements with the family and prohibited discussions with family representatives about Utzs valuation or transaction price. Limited discussions concerning post-closing governance and the tax receivable agreement remained permissible subject to safeguards. Utz management then presented to Intersnack on April 29. A virtual data room had been opened by May 7 and management subsequently participated in diligence calls addressing Utzs business and financial projections. At the same time, Intersnack and the Continuing Stockholders negotiated the framework for their post-closing relationship. An April 28 draft governance term sheet contemplated 50/50 ownership of Company LLC, equal board representation, transfer restrictions and eventual liquidity rights. The negotiations ultimately led to the post-closing operating agreement under which the family retains 50% of Company LLC and Intersnack owns the other 50% indirectly. These family negotiations were a distinct workstream from the special committees negotiation of the cash price paid to unaffiliated Class A holders. The proxy indicates that Intersnack increased its proposed per-share consideration five times, f

>50% vote target; Majority of minority vote target; HSR expiry (filed Aug 10 2026); Ukraine;

VAL

RIG

Valaris Limited

Transocean Ltd.

09-February-26

30-September-26

Scheme

Friendly

Industrial

0.00000

15.23500

92.79000

5800.00000

0.31576

2.32405

-20.45377

9.00000

0.03

0.10

0.00000

94.91405

92.59000

2.45269

0.38967

29

GS

Evercore

Skadden / Conyers

Hogan

Definitive agreement; Valaris is an industry leader in offshore drilling services across all water depths and geographies. Operating a high-quality rig fleet of ultra-deepwater drillships, versatile semisubmersibles and modern shallow-water jackups, Valaris has experience operating in nearly every major offshore basin; Creates the worlds highest-quality, highest-specification offshore drilling fleet; The shareholding percentages of the combined company, on a fully diluted basis, will be approximately 53% for Transocean and 47% for Valaris; Creates an industry leader with a diversified offshore fleet of 73 rigs, including 33 ultra-deepwater drillships, nine semisubmersibles and 31 modern jackups, to meet emerging growth opportunities; Unlocks more than $200 million in identified cost synergies, additive to Transoceans ongoing cost savings initiative; The transaction will be carried out by way of a court-approved scheme of arrangement under the Companies Act 1981, as amended, of Bermuda (the Bermuda Companies Act); The transaction was unanimously approved by the boards of directors of both companies and is expected to close in the second half of 2026, subject to regulatory approvals and customary closing conditions, and approvals by the shareholders of each company. The parties received shareholder support agreements from Perestroika AS which owns approximately 9% of the shares outstanding of Transocean, and Famatown Finance Limited and Oak Hill Advisors, which collectively own approximately 18% of Valaris outstanding shares, committing to vote in favor of this transaction; Valuation: 11.6x EPS (2027E), 7.4x EBITDA (2027E), 5.9x Adj EBITDA after synergies (2027E), 2.33x sales (2027E); Outside date February 9, 2027; Background: Transocean and Valaris agreed to a business combination on February 9, 2026, after a multi-year strategic review and several rounds of discussions involving other offshore drilling industry counterparties. Both companies had periodically assessed consolidation opportunities in the offshore drilling sector, with Transocean focused on strategic scale, fleet quality, cost efficiencies and deleveraging, while Valaris considered whether a transaction could create more value than remaining independent. Initial Transocean and Valaris discussions began in 2023, but paused because of valuation gaps. During 2024 and 2025, Valaris also received or pursued proposals involving two other industry participants, while Transocean evaluated combinations with other offshore drilling companies. None of those alternatives advanced, largely because of valuation disagreements, lack of engagement or unattractive terms. The process accelerated in January 2026. Transoceans CEO met with Valaris CEO to discuss a potential combination, and Transocean submitted an all-stock proposal offering 14.870 Transocean shares for each Valaris share, implying $62.90 per Valaris share and a 16.5% premium based on January 16, 2026 prices. Valaris countered at 15.600 Transocean shares per Valaris share, while continuing to evaluate interest from other parties. Valaris Party A declined to pursue a transaction at Valaris requested premium, and Valaris Party B did not become a superior alternative. After due diligence and negotiations, Transocean made its best and final proposal at an exchange ratio of 15.235 Transocean shares for each Valaris share. This implied $82.12 per Valaris share based on February 6, 2026 prices, representing a 31.6% premium to Valaris closing price. Key negotiated terms included governance, regulatory obligations and whether either party could terminate the agreement for a superior proposal. The final agreement allowed board recommendation changes in certain circumstances but did not include a superior proposal termination right. Both boards approved the transaction after receiving financial advisor analyses. Evercore delivered a fairness opinion to Transocean, and Goldman Sachs delivered a fairness opinion to Valaris. Valaris board concluded the deal offered compelling value, better strategic and financial prospects than remaining standalone or pursuing other alternatives, and meaningful upside through ownership of about 47% of the combined company. The board also emphasized expected cost synergies of more than $200 million, a stronger combined fleet, greater scale, improved financial resilience and exposure to a potential offshore drilling upcycle. The Valaris board also considered risks, including the fixed exchange ratio, potential decline in Transoceans share price before closing, regulatory approval risk, integration challenges, limits on Valaris ability to solicit or accept competing proposals, possible failure to achieve synergies, employee retention issues and the lack of appraisal rights under Bermuda law. After weighing those risks against the expected benefits, the Valaris board unanimously approved the agreement and recommended that Valaris shareholders vote in favor of the transaction;

>50% vote target; >50% vote acquiror; HSR expiry (filed Mar 2 2026, pulled and refiled Apr 3 2026, May 4 2026 received second request from DOJ); CFIUS (filed Apr 21 2026, attained June 29 2026); Australia ACCC (attained July 27 2026);

VECO

ACLS

Veeco Instruments Inc.

Axcelis Technologies, Inc.

01-October-25

30-September-26

Merger

Friendly

Tech

0.00000

0.35750

42.46000

2004.08862

0.14710

-3.52063

-8.48334

0.04

0.00

0.00000

38.69937

42.22000

-3.44147

-0.65705

29

UBS

JPMorgan

Morrison

Skadden

Definitive agreement; Veeco is an innovative manufacturer of semiconductor process equipment. Our laser annealing, ion beam, metal organic chemical vapor deposition (MOCVD), single wafer etch & clean and lithography technologies play an integral role in the fabrication and packaging of advanced semiconductor devices; Together, Axcelis and Veeco will be a leading semiconductor equipment company serving complementary, diversified and expanding end markets. The combined company will have an attractive operating profile, a robust R&D innovation engine and an expanded product portfolio with opportunities for cost and revenue synergies; Axcelis shareholders are expected to own approximately 58%, and Veeco shareholders are expected to own approximately 42%, of the combined company, on a fully diluted basis. The merger agreement was approved unanimously by the boards of directors of both companies; The combination will create the fourth largest U.S. wafer fabrication equipment supplier by revenue, delivering meaningful scale and resources to better compete throughout the global semiconductor equipment value chain; The transaction is expected to close in the second half of 2026, subject to approval by shareholders of both companies, the receipt of required regulatory approvals and the satisfaction of other customary closing conditions; Outside date September 30, 2026, subject to successive automatic extensions until as late as June 30, 2027 if the only remaining conditions to be satisfied are regulatory approvals; Signed NDA August 22, 2025; Valuation: 25.0x EPS (2026E), 19.8x EBITDA (2026E), 2.80x sales (2026E); Background: Axcelis and Veeco engaged in intermittent discussions beginning in 2021 around industry trends and potential collaboration, which evolved into formal merger discussions in 2024 following leadership changes and identification of strategic synergies. Both boards formed transaction or strategic planning committees to manage the process, with shared directors recusing themselves to address conflicts. From mid 2024 through mid 2025, the parties conducted extensive mutual due diligence, explored multiple transaction structures, and exchanged several non binding proposals. Early proposals involving mixed cash and stock or no premium were rejected, largely due to disagreements over valuation, exchange ratio, and post closing governance including board composition and CEO succession. Talks were paused in early 2025 due to these gaps, particularly around governance. Discussions resumed in mid 2025 as Veeco reconsidered strategic alternatives amid stock underperformance. Negotiations ultimately converged on an all stock merger of equals framework with detailed governance compromises. These included an agreed board composition, leadership roles, committee structure, and a fixed exchange ratio of 0.3575 Axcelis shares for each Veeco share, representing a meaningful premium. Following final due diligence, regulatory analysis, and fairness opinions from J.P. Morgan for Axcelis and UBS for Veeco, both boards unanimously approved the merger agreement on September 30 2025 excluding recused directors. The transaction was publicly announced on October 1 2025 after execution of definitive agreements;

>50% vote target; >50% vote acquiror; HSR expiry (filed Oct 29 2025, attained Nov 28 2025); EC; China SAMR (filed Nov 20 2025);

VREX

TDY

Varex Imaging Corporation

Teledyne Technologies Incorporated

10-August-26

31-January-27

Merger

Friendly

Industrial

18.90000

0.00000

18.49000

1100.00000

0.52297

0.42000

-6.07000

0.02

0.06

0.00000

18.90000

18.48000

0.41000

0.05411

152

Evercore

Orrick

Latham / McGuireWoods

Definitive agreement; Varex Imaging Corporation is a leading innovator, designer, and manufacturer of X-ray imaging components, which include X-ray tubes, digital detectors, and other image processing solutions that are key components of X-ray imaging systems, as well as X-ray imaging systems for industrial applications. Headquartered in Salt Lake City, Utah, Varex employs approximately 2,400 people located in North America, Europe, and Asia.; For decades, Varex has pioneered the development of X-ray sources and digital X-ray detectors, and also provides high-voltage interconnects and imaging software to global OEM manufacturers. Varexs X-ray tubes, flat panel and photon counting detectors, and connect and control accessories are used in medical diagnostic imaging, non-destructive inspection, security and vehicle inspection systems, and analysis and measurement applications; The transaction was unanimously approved by the Boards of Directors of Teledyne and Varex; This transaction is anticipated to be completed in early 2027 and is subject to customary closing conditions, including regulatory approvals and Varexs stockholder approval; Valuation: 17.7x EPS (2027E), 8.8x EBITDA (2027E), 1.22x sales (2027E); Signed CA July 27, 2026; Outside date May 10, 2027 (can be extended to Aug 10, 2027); Regulatory covenant: Strong. Teledyne must use reasonable best efforts and is explicitly obligated to accept divestitures, restrictions and other remedies needed to obtain clearance. No clear materiality cap appears in the provision;

>50% vote target; HSR expiry; China SAMR;

WBD

PSKY

Warner Bros. Discovery, Inc.

Paramount, a Skydance Corporation

08-December-25

01-June-27

Merger

Friendly / Hostile

Media

31.00000

0.00000

28.33000

100000.00000

1.47209

3.35778

-15.50583

0.03

0.18

0.67778

31.67778

28.32000

3.34778

0.16112

273

Allen / JPMorgan / Evervore

Centerview / RedBird / BofA / Citi / M Klein / LionTree

Wachtell / Debevoise

Cravath / Latham

Definitive merger agreement on Feb 23 2026 at $31.00; Unsolicited tender offer launched Dec 8 2025 at $30.00 cash per share; Offer provides superior value, and a more certain and quicker path to completion to WBD shareholders; Equity to be backstopped by Ellison Family and RedBird Capital in addition to debt fully committed by Bank of America, Citi and Apollo; Obligation to take offer directly to WBD shareholders over concerns they were not presented most compelling and superior transaction; Netflix transaction provides WBD shareholders with inferior and uncertain value, a protracted and uncertain multi-jurisdictional regulatory clearance process, a complex and volatile mix of equity and cash, and ownership of Global Networks as a standalone overleveraged company whose future trading value is uncertain; Combined business will execute on a $6+ billion cost synergy opportunity, in addition to the more than $3 billion in standalone cost efficiencies that Paramount expects to achieve in its current transformation plans; The proposed transaction will not be subject to any financing condition and will be financed by new equity backstopped by Paramounts well-capitalized principal equity holders, and $54 billion of debt commitments from Bank of America, Citi and Apollo; Valuation: 12.5x EBITDA (2026E), 2.92x sales (2026E); Background: Paramount and Warner Bros. held intermittent merger discussions in 2023 and 2024 that did not result in an agreement. After Paramount completed its merger with Skydance in August 2025 and Warner Bros. announced plans to separate its business, Paramount began pursuing Warner Bros. more urgently. Between September and December 2025, Paramount made six increasingly higher acquisition proposals, raising its offer from $19 per share to $30 per share in all cash. Each proposal emphasized committed financing, regulatory certainty, and speed to close. Warner Bros. repeatedly rejected the offers, provided minimal written feedback, and declined to engage in substantive negotiations or document markups. Paramount ultimately submitted a fully financed $30 per share all cash offer on December 4, 2025, backed entirely by the Ellison family and RedBird, with signed debt commitments and no regulatory financing conditions. Warner Bros. did not respond to the proposal or request further changes. Later on December 4, news reports indicated Warner Bros. had entered exclusivity with Netflix. On December 5, Warner Bros. announced a merger agreement with Netflix valued at $27.75 per share using a mix of cash and stock and subject to debt adjustments and higher regulatory risk. Paramount contends its offer was superior in value, certainty, and regulatory path, and that Warner Bros. failed to conduct a fair or interactive sale process. Paramounts board approved proceeding with a tender offer, which was formally launched on December 8, 2025; Dec 17 2025 WBD rejected PSKY tender offer, reiterates support of NFLX merger; Background: The WBD Board spent much of 2024 and 2025 evaluating strategic alternatives, including a planned tax free separation of its Global Linear Networks and Streaming and Studios businesses. During this period, WBD received multiple unsolicited acquisition proposals from PSKY, which the Board repeatedly rejected due to inadequate valuation, lack of voting rights for WBD stockholders, weak or conditional equity financing, significant regulatory uncertainty, and restrictive interim operating covenants that threatened WBDs financial flexibility. After media leaks and renewed PSKY interest in September 2025, WBD initiated a formal strategic alternatives review in October 2025. This process attracted interest from several parties, most notably Netflix and Company A, alongside PSKY. Netflix and Company A entered the process promptly, signed confidentiality agreements, and engaged constructively in diligence. PSKY was slower to engage, sought unusual concessions, and repeatedly violated process norms and confidentiality expectations. Following revised bids on December 1, 2025, the WBD Board determined that Netflix offered the best combination of value, certainty, regulatory protection, and operational flexibility. Netflix improved its proposal further by increasing cash consideration, strengthening regulatory commitments, and agreeing to flexible interim covenants. In contrast, PSKYs final proposals continued to present substantial execution risk, opaque financing backed by a revocable trust rather than firm family commitments, heightened regulatory exposure due to foreign investors, and inflexible financing constraints.On December 4, 2025, after extensive deliberation and receipt of fairness opinions from its financial advisors, the WBD Board unanimously approved the Netflix merger agreement and recommended it to stockholders. WBD and Netflix executed the merger agreement that evening and announced the transaction the following morning. PSKY subsequently launched an unsolicited tender offer on substantially the same terms previously rejected by the Board. After reviewing the offer and its associated risks, the WBD Board unanimously recommended that stockholders reject the PSKY offer and reaffirmed its recommendation in favor of the Netflix merger; Dec 22 2025 PSKY added irrevocable personal guarantee from Larry Ellison for $40.4 billion of equity financing; Jan 7 2026 WBD board rejected PSKY tender offer, does not meet the criteria of a "Superior Proposal"; Jan 12 2026 PSKY announced intention to launch proxy battle; Feb 23 2026 WBD determines revised $31.00 proposal from PSKY could reasonably be expected to lead to a "Company Superior Proposal"; Feb 26 2026 WBD board determined the revised proposal from PSKY constitutes a Company Superior Proposal, NFLX declines to match; The transaction has been unanimously approved by the Boards of Directors of both companies and is expected to close in Q3 2026, subject to customary closing conditions, including regulatory clearances and a

>50% vote target (attained); HSR expiry (filed Dec 8 2025, received second request Feb 9 2026, attained Feb 19 2026); EC (attained July 22 2026); Competition Canada (filed Mar 12 2026, attained June 20 2026); UK CMA (phase 1 launched June 9 2026, attained Aug 6 2026); German FCO (attained Jan 27 2026); China SAMR (filed Apr 20 2026, attained June 16 2026); Ukraine (attained May 22 2026); Australia ACCC (attained June 8 2026); Spain (attained June 11 2026); South Africa (attained June 18 2026); Austria FCA (

WEAV

Weave Communications, Inc.

Francisco Partners

18-August-26

26-November-26

Merger

Friendly

Tech

7.40000

0.00000

7.32000

622.91199

0.33816

0.09000

-1.78000

0.14500

0.04

0.05

0.00000

7.40000

7.31000

0.08000

0.04728

86

Jefferies

Orrick

Kirkland

Definitive agreement; Weave is a leading vertical SaaS company delivering an AI-powered patient engagement and payments platform purpose-built for modern healthcare practices; Weave Communications, Inc. is a leading AI-powered patient engagement and payments platform purpose-built for healthcare practices; The Board unanimously determined that this transaction represents the best path forward for Weave and recommends that stockholders vote in favor of the transaction; The transaction, which was unanimously approved by the Weave Board of Directors, is anticipated to close in the fourth quarter of 2026, subject to customary closing conditions, including approval by Weave stockholders and the receipt of required regulatory approvals; As of the date of the Agreement, no executive officer has entered into any agreement with Francisco Partners to roll over equity, invest alongside the buyer, or acquire an equity interest in the surviving company; The central antitrust fact is that this is not a pure financial-buyer transaction: Francisco Partners already owns AdvancedMD, which overlaps with Weave in patient engagement, practice software, and payments; Weave historically has particularly strong exposure to dental, optometry, veterinary and specialty healthcare, whereas AdvancedMD is much more centered on physician/private medical practices. Weave reported nearly 40,000 subscription locations and more than 30,000 customers at year-end 2025; Valuation: 29.8x EPS (2027E), 23.5x EBITDA (2027E), 2.0x sales (2027E); Outside date February 18, 2027 (automatically extended until May 18, 2027); In connection with the execution of the Merger Agreement, on August 18, 2026, Parent and the Company entered into support agreements (collectively, the Support Agreements) with the directors of the Company, solely in their capacity as stockholders of the Company, and certain funds affiliated with the directors. These stockholders represent in the aggregate approximately 14.5% percent of the Companys outstanding voting power based on the number of Shares outstanding as of August 13, 2026; Signed CA June 3, 2026;

>50% vote target; HSR expiry;

WTRG

AWK

Essential Utilities, Inc.

American Water Works Company, Inc.

27-October-25

31-March-27

Merger

Friendly

Utilities

0.00000

0.30500

42.06000

19921.30664

0.04792

1.05485

-0.91598

0.02

0.54

0.00000

43.09485

42.03000

1.73864

0.07262

211

Moelis

BofA

Gibson

Skadden

Definitive agreement; Essential Utilities, Inc. delivers safe, clean, reliable services that improve quality of life for individuals, families, and entire communities. With a focus on water, wastewater and natural gas, Essential is committed to sustainable growth, operational excellence, a superior customer experience, and premier employer status; Each companys board of directors has unanimously approved a definitive agreement to combine in an all-stock, tax-free merger as a leading regulated U.S. water and wastewater public utility with a pro forma market capitalization of approximately $40 billion and a combined enterprise value of approximately $63 billion; Upon completion of the merger, American Water shareholders will own approximately 69% and Essential shareholders will own approximately 31% of the combined company on a fully diluted basis; The transaction is expected to be accretive to American Waters earnings per share in the first year following close, and the combined company expects to maintain American Waters 7-9% earnings per share and dividend growth targets post close; The transaction is expected to close by the end of the first quarter of 2027, subject to customary closing conditions, including, among others, approval from each companys shareholders, clearance under the Hart-Scott-Rodino Act, and regulatory approvals, including approval from the applicable public utility commissions; Valuation: 19.3x EPS (2026E), 14.1x EBITDA (2026E), 8.16x sales (2026E); Outside date April 26, 2027, which date may be extended for a period of three months up to two times, until October 26, 2027; Signed CA August 25, 2025; Background: American Water and Essential had a long history of periodic discussions as neighboring utilities, with prior talks remaining exploratory. In mid 2025, newly appointed American Water CEO John Griffith re-engaged Essential CEO Christopher Franklin, leading to renewed dialogue about a potential all-stock merger. By July and August 2025, both boards authorized management to pursue discussions, aligned on strategic rationale, governance concepts, leadership roles, and a premium for Essential shareholders, and entered into a confidentiality agreement. From late August through October 2025, the parties conducted extensive mutual due diligence, negotiated a detailed merger agreement, and refined key terms including board composition, executive roles, regulatory commitments, termination fees, and the exchange ratio. Financial advisors BofA Securities and Moelis provided analyses and fairness opinions to their respective boards. After multiple board meetings and revisions to transaction documents, both boards unanimously approved the merger agreement in late October 2025. The merger agreement was executed on October 26, 2025, and the transaction was publicly announced on October 27, 2025, followed by a joint investor call; June 22 2026 cleared Virginia State Corporation Commission, closing Q1 2027;

>50% vote target; >50% vote acquiror; HSR expiry (attained Aug 17 2026); Public utility commissions ( IL, KY (attained Apr 23 2026), NJ, NC, PA, TX, VA (attained June 22 2026), OH (attained May 13 2026));

ZIM

HLAGF

ZIM Integrated Shipping Services Ltd.

Hapag-Lloyd

17-February-26

31-December-26

Merger

Friendly

Industrial

35.00000

0.00000

27.84000

7914.70020

1.25806

7.18000

-12.32000

0.02

0.37

0.00000

35.00000

27.82000

7.17000

0.99713

121

Evercore / Barclays

Meitar / Skadden

Merger agreement; Founded in Israel in 1945, ZIM is a leading global container liner shipping company with established operations in more than 90 countries serving approximately 33,000 customers in over 300 ports worldwide; The combination of the two carriers further strengthens ZIMs global market position and secures Hapag-Lloyds status as the fifth-largest container shipping company worldwide; In connection with the transaction, Hapag-Lloyd has entered into a binding memorandum of understanding with FIMI, under which the Special State Share held by the State of Israel in ZIM is intended to be transferred to a newly created subsidiary of FIMI, subject to approval by the State of Israel. FIMI, headquartered in Tel Aviv, Israel, is the countrys largest and leading private equity fund with more than $11 billion in assets under management and one of the largest private employers in the country. FIMI will create a new container-network operator and liner-service provider, "New ZIM", with owned tonnage, incorporated in Israel. The new business, operating under the ZIM trademark, will be owned and run by FIMI, supported by a long-term strategic partnership with Hapag-Lloyd, which includes commercial support for the initial period to allow structured commencement of operations; The transaction has been unanimously approved by ZIM Board of Directors and is expected to close by late 2026, subject to approval by ZIM shareholders and upon satisfaction of customary closing conditions, including approvals by regulatory authorities and the State of Israel pursuant to the requirements of the Special State Share; Deal to be financed via available liquidity and supported by bridge financing; Annual synergies of USD 300-500m, mainly in network and procurement, are anticipated; Outside date February 17, 2027, subject to an extension to June 30, 2027; Signed CA August 28, 2025; Valuation: 6.9x EBITDA (2027E), 1.38x sales (2027E); Background: ZIMs board began evaluating strategic alternatives in 2025 after several years of strong post-IPO performance, including substantial dividends and a cash balance above $3 billion. It retained Evercore as financial advisor and Meitar, Skadden and Goldfarb as legal advisors to assess potential transactions, including a possible going-private deal and the implications of Israels Special State Share. The process began in earnest on July 1, 2025, when CEO Eli Glickman, together with Rami Ungar and other management participants, submitted a non-binding proposal to acquire ZIM for $20.00 per share in cash. The board reviewed the proposal with its advisors and concluded that it undervalued the company. After media reports surfaced in August, the board authorized Evercore to contact other potential acquirors in order to test the market. Evercore contacted a range of strategic and financial parties. Thirteen parties engaged in preliminary discussions, four signed confidentiality agreements and received diligence materials. Parent emerged as the leading bidder, submitting an initial proposal on September 30, 2025 at $32.00 per share in cash. The management group later raised its proposal to $21.50 per share, while another strategic party, Bidder A, proposed $29.10 per share and later increased its offer to $31.10 per share. Parent ultimately increased its proposal to $35.00 per share in cash on December 19, 2025, which was materially higher than the other available bids. A central issue throughout negotiations was how to address the Special State Share, which carried Israeli regulatory and security-related implications. Parent initially proposed a structure involving an Israeli partner that would assume certain obligations, but the board rejected that framework because it was limited to 10 years and did not provide sufficient deal certainty. Parent then proposed a revised structure involving FIMI, under which a new Israeli shipping company would own vessels and routes and assume the Special State Share obligations on a long-term basis. The board viewed this revised framework as materially stronger and directed its advisors to focus on finalizing a transaction with Parent. Negotiations continued through February 2026, focused on the Special State Share approval framework, employee and labor protections, interim operating covenants, termination rights and fees. Parent agreed to improve its employee-related undertakings, resolving the final key business issue. On February 15, 2026, Evercore and Barclays each delivered fairness opinions to the ZIM board. The board then determined that the merger was fair and in the best interests of ZIM and its shareholders, approved the merger agreement and recommended that shareholders approve the transaction. On February 16, 2026, ZIM entered into the merger agreement with Parent. Under the agreement, Norazia (Israel) Ltd., a newly formed wholly owned Israeli subsidiary of Parent, would merge with and into ZIM, with ZIM surviving as a wholly owned subsidiary of Parent. ZIM shareholders would receive $35.00 per share in cash, subject to applicable withholding taxes;

>50% vote target; HSR expiry; EC; State of Israel; Competition Canada (filed June 16 2026, attained July 27 2026); Austrlia ACCC (filed June 29 2026);