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Merger & Acquisition

The M&A job function creates flags in the products on the date a company files proposed/priced-out
primary or secondary offerings, or if the company is being acquired. The input screen is ​the Offerings
webpage (http://wonaccess/misc/offerings.html)​.

General Schedule

Review the following:

● News from the wires (e-mailed to you by the Research Assistants and Researchers)

● http://www.theonlineinvestor.com/mergers/
Check The Online Investor for mergers and acquisition stories.

● http://biz.yahoo.com/topic/m-a/archive.html
Check Yahoo for mergers and acquisition stories.

● http://www.reuters.com/finance/deals/mergers
Check Reuters for mergers and acquisition stories. (Manish: link not working)

● http://bidev/Reports/Pages/Report.aspx?ItemPath=%2fQA%2fNewsActionType
Check the News Report for mergers and acquisition stories.

You will send, via email, all the stories you used to your verifier. Enter the information on the
corresponding screen in the Offerings webpage ​(http://wonaccess/misc/offerings.html)​.

Acquisitions (M, C or T)

We need to add an acquisition flag for the company being acquired. Do not do anything for the acquiring
companies. Add the flag only to stories in which the announcement was first made (the “to acquire”
stories); do not add a flag for completed acquisitions or if the company is merely “in talks, or some
variation. Only enter a flag when the original offer is made. Do not add any additional flags for
subsequent, new or revised offers. Do not remove a flag if the offer to acquire is withdrawn or rejected.
A new entry cannot be less than ​SIX MONTHS​ from the most recent acquisition’s date. Be sure to email
the original story to your verifier.

Although companies often call acquisitions as mergers, one company is usually acquiring another. If two
companies truly are merging or merge as equals (both companies will cease to exist in their present
entities and a new company will be created), enter an acquisition flag for both companies.

Notify the verifier if an acquisition fails so it can be removed from our internal list in WONDA. Caution:
a mere rejection by shareholders does not necessarily mean it won’t get acquired.
Do not input Modified Dutch-Auction Tender Offers, Mini-Tender Offers, or any tender offers that will
not result in one company being acquired by another. The flag for the Tender Offers should only be used
when one company makes an offer to acquire all outstanding shares of another company, and the acquired
company’s stock will no longer be traded on the exchange.

For Cancelation of Merger

If an acquisition is cancelled, then remove the corresponding symbol from our internal M&A lists in
Wonda. Caution: a mere rejection by shareholders does not necessarily mean it won’t get acquired.”

You do not need to include news of a rejected acquisition offer in the M&A email, unless the deal is
canceled by both parties including the acquiring company and the company being acquired, and if the deal
is no longer pending. Therefore, you should not include news that Perrigo rejected Mylan’s offer, and
PRGO should remain on the Wonda M&A lists.

News of the terminated merger of Time Warner Cable and Comcast should be included, as the deal was
cancelled by both parties and the deal is no longer pending. Also, when the deal is cancelled, then the
corresponding symbol should be removed from the M&A lists in Wonda. Therefore, please remove TWC
from both the lists ONEIL DATA SYSTEMS - SCOTT#7718 and ONEIL DATA SYSTEMS -
SCOTT#107718 in Wonda. Let me know if you have any questions.

TWC
http://www.marketwatch.com/story/comcasttime-warner-cablecharter-transactions-terminated-2015-04-24

PRGO​​
http://www.marketwatch.com/story/perrigo-rejects-mylan-unsolicited-offer-2015-04-24​​

News found in following links.

1: ​http://bidev/Reports/Pages/Report.aspx?ItemPath=%2fQA%2fNewsActionType
2:​http://www.streetinsider.com/Mergers+and+Acquisitions
3:​https://biz.yahoo.com/topic/m-a/archive.html
4:​http://www.reuters.com/search/news?blob=deals%20of%20the%20day%20mergers%20and
5:​http://www.reuters.com/news/archive/mergersNews?view=page&page=1&pageSize=10
6:​http://www.theonlineinvestor.com/mergers/
7:​http://www.marketwatch.com/topics/subjects/mergers-and-acquisitions
8:​http://www.secinfo.com/$/SEC/Filings.asp?Type=SC+14%2A%7CSC14%2A%7C%2AM14%2A%7C%2
A13E%2A%7CS-4%2A%7C425%7CCB&Label=M&Since=2
Offering link
http://wonaccess2008/DWMaint/Modules/Maint/SecurityOfferingsMaint.aspx

Hi Darshan and Prakash,


Can you please review a few points below regarding the M&A emails:

1. Can you please send just one M&A email each day rather than two emails. Sending two emails is
redundant, and including all of the M&A information in one email each day will make it easier to verify. In the
email, please include all of the tickers and news links for U.S. and international stocks which you process the
M&A news for and/or add to the Wonda lists.

2. Remember to also include in the email the ticker and news link for any acquisition offers that are
canceled or withdrawn, and that are removed from the Wonda lists. You should be actively checking for news
of acquisition offers that are canceled or withdrawn each day and including it in the M&A email.

3. It is not necessary to include news of completed acquisitions, as these symbols will be automatically
removed from the Wonda lists when the stock stops trading on the exchange. Let me know if you have any
questions.

M&A WONDA List Notes

The M&A job function is responsible for maintaining two lists in WONDA which include all U.S.
and international stocks for which there is a pending merger/acquisition offer. The lists are used
to exclude stocks for which there is a pending merger/acquisition offer from certain printed and
digital WON products, as well as from proprietary WON rating and ranking calculations. The two
lists are:

1.​ O
​ NEIL DATA SYSTEMS - SCOTT#7718

·​ ​Includes all U.S. stocks and U.S. ADR shares of international companies for
which there is a pending merger/acquisition offer.

2.​ O
​ NEIL DATA SYSTEMS - SCOTT#107718

·​ ​Includes all U.S. stocks, U.S. ADR shares of international companies, and
international stocks which trade on foreign exchanges outside of the U.S., for
which there is a pending merger/acquisition offer.

When processing the M&A news each day, for each flag entered on the Offerings Report page
with a C (Cash Offer)/T (Tender)/M (Merger) code, the corresponding symbol should be placed
in the first WONDA list (ONEIL DATA SYSTEMS - SCOTT#7718). Once the symbol is placed in
the first list, the symbol should automatically populate in the second list (ONEIL DATA
SYSTEMS - SCOTT#107718). Check to make sure that it does, and if it doesn’t then place the
symbol manually in the second list.

Check all of the same sources used for processing the M&A news for U.S. stocks, and search
for publicly traded international stocks which trade on foreign exchanges outside of the U.S. for
which there is a merger/acquisition offer. For each of these international stocks, a flag does not
need to be entered on the Offerings Report page, but the symbol should be placed in the
second WONDA list (ONEIL DATA SYSTEMS - SCOTT#107718). Do not place any
international stocks which trade on foreign exchanges outside of the U.S. in the first WONDA
list, but the first list should include U.S. traded ADR shares of international companies.

Search the M&A news sources for any merger/acquisition offers that are cancelled or
withdrawn. When a merger/acquisition offer is cancelled or withdrawn, the symbol of the
company being acquired should be deleted from the all of the applicable pending
merger/acquisition lists in WONDA. If a symbol is deleted from the first WONDA list, then it
should be automatically removed from the second WONDA list. Do not delete the flag on the
Offerings Report page for any merger/acquisition offer that is cancelled or withdrawn. If you are
unsure about a certain situation, then check with your verifier.

Question
- How to generate report from Wonda/Panaray

1. ONEIL DATA SYSTEMS - SCOTT#7718


2. ONEIL DATA SYSTEMS - SCOTT#107718
3. Pending merger/acquisition lists in WONDA

- While processing the merger/acquisition we input flag for a ticker which gets an
offer to be acquired, for deleting the flag in pending merger/acquisition lists in
WONDA when offer(withdrawn/cancel/acquired) do we need to search news for all
the ticker for which we have processed flag in report.

- Do we need to search news for international companies (except U.S and ADR) for
processioning a flag in second list.

Answer

I included a link below of an international acquisition example which should be included in the list ONEIL
DATA SYSTEMS - SCOTT#107718. As I mentioned in the previous email, searching for takeovers of
internationally traded companies should now be a part of the M&A job function. Please review and let
me know if you have any questions.

BRIT.GB
http://www.marketwired.com/press-release/fairfax-to-acquire-brit-plc-tsx-ffh-1992086.htm

Answers to your questions:

1.) How to generate report from Wonda/Panaray


1.​ ​ONEIL DATA SYSTEMS - SCOTT#7718
2.​ ​ONEIL DATA SYSTEMS - SCOTT#107718
3.​ ​Pending merger/acquisition lists in WONDA

You need to be granted access to these lists by our R&D department. I am currently maintaining these
lists, and I’ll let you know when you have been granted access. You could have access by tomorrow or
within the next few days. The lists should appear under ‘Saved Lists’ in WONDA.

2.)​ While processing the merger/acquisition we input flag for a ticker which
gets an offer to be acquired, for deleting the flag in pending
merger/acquisition lists in WONDA when offer(withdrawn/cancel/acquired)
do we need to search news for all the ticker for which we have processed
flag in report.

Yes, once you are granted access to the lists, you should check for any news of an acquisition offer being
cancelled or withdrawn for all stocks on the list on a regular basis. You should already be doing this for
all stocks with a pending acquisition offer, as was discussed in the initial offerings/M&A training. Please
note that this is a high priority to catch all news of an acquisition offer being cancelled or withdrawn, as
this information is being used by our portfolio managers for trading decisions.

*NOTE: While I am verifying the lists, going forward can you please start sending canceled acquisitions
to me in a separate email, in addition to your regular daily M&A email? This will make it easier for me to
verify the high priority canceled acquisitions.

Cancelled

“If an ​acquisition​ is cancelled, then remove the corresponding symbol from our internal M&A lists in Wonda.
Caution: a mere rejection by shareholders does not necessarily mean it won’t get acquired.”

You do not need to include news of a rejected ​acquisition​ offer in the M&A email, unless the deal is canceled
by both parties including the acquiring company and the company being acquired, and if the deal is no longer
pending. Therefore, you should not include news that Perrigo rejected Mylan’s offer, and PRGO should remain
on the Wonda M&A lists.

News of the terminated ​merger​ of Time Warner Cable and Comcast should be included, as the deal was
cancelled by both parties and the deal is no longer pending. Also, when the deal is cancelled, then the
corresponding symbol should be removed from the M&A lists in Wonda. Therefore, please remove TWC from
both the lists ONEIL DATA SYSTEMS - SCOTT#7718 and ONEIL DATA SYSTEMS - SCOTT#107718 in
Wonda. Let me know if you have any questions

OFFERINGS
The Offerings job function creates flags in the products on the date a company files proposed/priced-out
primary or secondary offerings, or if the company is being acquired. The input screen is ​the Offerings
webpage (http://wonaccess/misc/offerings.html)​.

General Schedule

Review the following:

● News from the wires (e-mailed to you by the Research Assistants and Researchers)

● http://www.theonlineinvestor.com/mergers/
Check The Online Investor for mergers and acquisition stories.

● http://biz.yahoo.com/topic/m-a/archive.html
Check Yahoo for mergers and acquisition stories.

● http://biz.yahoo.com/reports/ipo.html
Check IPO News for secondary offerings-related stories.

● http://www.reuters.com/finance/deals/mergers
Check Reuters for mergers and acquisition stories.

● http://bidev/Reports/Pages/Report.aspx?ItemPath=%2fQA%2fNewsActionType
Check the News Report for mergers and acquisition stories.

You will send, via email, all the stories you used to your verifier. Enter the information on the
corresponding screen in the Offerings webpage ​(http://wonaccess/misc/offerings.html)​.

Offerings Webpage

You will be required to input the information on the Offerings webpage. Each row is a different entry and
there are seven columns for each entry: Delete, Price, Broker, Date, Primary, Secondary, and Type.

Delete
Check Delete and click Update if any offerings entry needs to be deleted.

Price
Enter all the prices in U.S. dollars, so if they are foreign companies and reported in foreign currency,
make the conversions so the information can be inputted in U.S. dollars. All foreign shares need to be
converted to ADR shares before being entered into the system, and all prices must be entered in ADR per
share format. If the price given is a range, then take the average of the range and use it as the price until a
more accurate figure is available.

Broker
Enter the numerical broker (underwriter) code for all offerings—only offerings (Type P and A) require a
broker code. If there is more than one underwriter use whichever is listed first. If you cannot find a code
on the broker code list, leave it blank for the time being and contact the verifier to add a new broker code
for that company. Sometimes brokers will merge or split apart and their codes will change.

Date
Use the date of the news/story item.

Primary
Use this field to enter shares offered by the company. In both the primary and secondary fields, the
number of shares should be in 100s. For example, 2.5 million shares would be written as 25000. The last
two numbers must be a zero (in other words, the total number of shares are rounded to the nearest ten
thousand), so round up or down if necessary.

Sometimes shares offered combine both shares offered by the company and shares offered by selling
shareholders. In this case you need to use both primary and secondary fields and identify the amount that
goes to each respective field.

We do not include over-allotments granted by the company to the underwriter. If, however, you find a
story about a completed offering and it gives a total number of shares (including all or some of the
over-allotment), change the original priced-out entry to include the new number of shares but leave the
original date.

Secondary
The shares in a secondary offering are offered either by selling shareholders or the Chief Executive
Officer, or a combination of the two.

Type
All events are classified as one of five types:
● A proposed offering (P) – offering without price; just gives shares.
● A price out of an offering (A) – offering with price per share; comes after (P).
● A company acquired for stock, debt or a combination of stock, debt or cash (M) – put 0 in
primary and secondary fields.
● A tender offer (T). A company acquired from the stockholders of the other company, usually at a
premium price above the current market price; keyword: tender offer – requires a price per share.
● A company acquired in a straight non-tender cash price (C) – requires a price per share.

Do NOT do: IPOs, Private placements, direct offerings, offerings to institutions, or debt-related/rights
offerings.

Types of flags

Proposed Public Offerings (P)

As with IPOs, a company will first file a secondary offering with the SEC, and assign a price at some
point in the future. As opposed to IPOs, however, we do enter an offering flag when a secondary offering
is filed. Most of these will come from the wire news delivered to you by the Research Assistant. Use the
date of the news. If they do not give you the number of shares to be offered, enter a 1 in either the
primary or secondary field depending on which type of offering it is. Do not enter public offerings of
debt, shelf registrations, private placements, or direct offerings to institutional investors.

Actual Public Offerings (A)

The actual public offering is when the secondary offering prices out (when the price is given). At this
step we must update the company’s capitalization, because the offering increases the number of shares
outstanding. Although the number of shares offered might still change, we rarely get any information
about the offering after this point. Check the final prospectus, usually 424B, which will have the number
of shares outstanding after the offering. This number is generally the pre-offering capitalization for the
company plus the number of shares offered by the company. Update the capitalization field in DTS. Do
not add the shares offered by selling shareholders, as these shares are already outstanding.

If there is no flag for proposed offerings when the secondary offering prices out, check the previous SEC
filings or Yahoo!Finance and other sources for the proposed filing and enter it. Do not use the filing date
if a preliminary prospectus contains information about other types of offerings as well or states “from
time to time”. These are shelf filings and we do not flag shelf filings. You will ​not always​ find the
proposed filing date if the prior filing was a shelf filing, in which case you will ignore the proposed date.

Note: Canadian companies usually have Actual Public Offerings only, and not Proposed Public Offerings.
If the company offers units, which consist of only common stock, then just enter it accordingly.
However, if the unit consists of common stock and other items such as warrants or preferred stock, then
enter it as a proposal, with the number of common stock under the primary offerings field.

Acquisitions (M, C or T)

We need to add an acquisition flag for the company being acquired. Do not do anything for the acquiring
companies. Add the flag only to stories in which the announcement was first made (the “to acquire”
stories); do not add a flag for completed acquisitions or if the company is merely “in talks, or some
variation. Only enter a flag when the original offer is made. Do not add any additional flags for
subsequent, new or revised offers. Do not remove a flag if the offer to acquire is withdrawn or rejected.
A new entry cannot be less than ​SIX MONTHS​ from the most recent acquisition’s date. Be sure to email
the original story to your verifier.

Although companies often call acquisitions as mergers, one company is usually acquiring another. If two
companies truly are merging or merge as equals (both companies will cease to exist in their present
entities and a new company will be created), enter an acquisition flag for both companies.

Notify the verifier if an acquisition fails so it can be removed from our internal list in WONDA. Caution:
a mere rejection by shareholders does not necessarily mean it won’t get acquired.

Do not input Modified Dutch-Auction Tender Offers, Mini-Tender Offers, or any tender offers that will
not result in one company being acquired by another. The flag for the Tender Offers should only be used
when one company makes an offer to acquire all outstanding shares of another company, and the acquired
company’s stock will no longer be traded on the exchange.
Capitalization Update

You will need to update the capitalization when offerings price out. Check EDGAR
http://www.sec.gov/edgar/searchedgar/companysearch.html​ for the prospectus, usually 424B, which will
have the number of shares outstanding after the offering. Then update the capitalization field in DTS
(Miscellaneous Data).

M&A emails:

Can you please review a few points below regarding the M&A emails:

1. Can you please send just one M&A email each day rather than two emails. Sending two emails is
redundant, and including all of the M&A information in one email each day will make it easier to verify. In the
email, please include all of the tickers and news links for U.S. and international stocks which you process the
M&A news for and/or add to the Wonda lists.

2. Remember to also include in the email the ticker and news link for any ​acquisition​ offers that are
canceled or withdrawn, and that are removed from the Wonda lists. You should be actively checking for news
of ​acquisition​ offers that are canceled or withdrawn each day and including it in the M&A email.

3. It is not necessary to include news of completed acquisitions, as these symbols will be automatically
removed from the Wonda lists when the stock stops trading on the exchange. Let me know if you have any
questions.

Wonda - INDPS
- Welcome@1