Mergers and Acquisitions

Morningstar, Inc. (Nasdaq: MORN) today announced it has acquired the Footnoted business of Financial Fineprint Inc., a privately held firm based in Peekskill, N.Y. The acquisition includes the Footnoted.org website and the Footnoted Pro service. Terms were not disclosed.

Volcano Corporation (NASDAQ: VOLC) announced today that it has acquired the Xtract™ Thrombus Aspiration Catheter device line from Lumen Biomedical. Volcano became the exclusive global distributor of the Xtract™ catheter in May 2009. This acquisition reinforces Volcano's dedication to build a strategic portfolio of diagnostic and therapeutic tools to help patients with coronary artery disease at all levels of complexity, including acute myocardial infarction (AMI) or heart attacks.

The Xtract™ thrombus aspiration catheter supports the care of ST Segment Elevation Myocardial Infarction (STEMI). The main cause of heart attacks is a plaque rupture in one of the main coronary arteries. Plaque builds up in the arterial wall and ruptures, which can generate a blood clot or thrombus that blocks blood flow and deprives the heart muscle of oxygen. As long as the clot subsists, cells of the heart muscle will continue to die and worsen the patient's condition. The Xtract™ aspiration catheter, with its patented, large single lumen design, circular right-angle tip, and curved directional distal segment, delivers fast and powerful clot removal to help re-establish blood flow quickly. The product line includes two sizes, with the larger size model offering the largest aspiration lumen of any aspiration catheter, for effective and efficient clot extractions.

"Volcano is excited to fortify its commitment to be the leading and most-trusted partner for physicians when addressing patients with complex disease states that require thrombus aspiration," said Scott Huennekens, President and Chief Executive Officer of Volcano. "Since we began to distribute the Xtract™ catheter last year, it has been well-received by the interventional cardiology community. Consistent with our drive to continuously improve our product offerings, we now have control over the product and rights to the design, and will be able to directly build upon the feedback we have received from our customers on how to further improve upon our unique approach to thrombus aspiration."

As a result of the strength of recent clinical studies, a new recommendation acknowledging that the use of aspiration thrombectomy is reasonable to treat STEMI was a key change in the December 2009 update to the STEMI and percutaneous coronary intervention (PCI) guidelines. These guidelines for treating coronary disease and heart attacks using PCI were issued by the American Heart Association (AHA), the American College of Cardiology (ACC), and the Society for Cardiovascular Angiography and Interventions (SCAI). "There are three clinical studies cited in the guidelines – TAPAS, EXPIRA, and ATTEMPT - that clearly demonstrate the potential benefit of using aspiration thrombectomy in STEMI patients," said Dr. Matthew Price, Director of the Cardiac Catheterization Laboratory at Scripps Clinic and Director of Interventional Cardiology Research for Scripps Genomic Medicine. "In the TAPAS study, with aspiration versus PCI alone, there was a 46% reduction in cardiac death at 1 year. In the EXPIRA study, there was no cardiac death in the PCI only group versus 6.5% death at 2 years. In the ATTEMPT study, which was a large pooled analysis of randomized trials, there was a 34% reduction in mortality even with the use of IIb/IIa inhibitors. In addition to better clinical outcomes, these studies also showed better procedural results with respect to Myocardial Blush Grade and resolution of ST Segment Elevation Resolution."

"Aspiration has really been a game-changer with respect to how we treat a STEMI in the cath lab," continued Dr. Price. "Starting with aspiration rather than balloon angioplasty prevents distal embolization and reflow. Furthermore, by re-establishing blood flow beyond the initial clot, the rest of the vessel becomes visible so we can better diagnose the location and severity of the vessel blockage and optimize stent placement."

"Volcano could not be more pleased about the new recommendation from the ACC, AHA, and SCAI that aspiration thrombectomy, the procedure for which the Xtract™ device is uniquely designed, is reasonable in primary PCI for STEMI," noted Vince Burgess, Group President of Advanced Imaging Systems at Volcano. "This acquisition of the Xtract™ device line underscores how Volcano strives to be strategically ahead of the curve by providing physicians with the right technologies supported by the most impactful clinical data."

"Just like our previous acquisitions of CardioSpectra, Novelis, and Axsun, we are excited to add another innovative technology to the comprehensive suite of tools we are building to support physicians, regardless of how complex the disease state they address might be," added Burgess. "Although our core IVUS and FM products are used in both routine and complex clinical scenarios, Volcano is continuing to execute on our therapeutic strategy by investing in products and clinical studies aimed at procedures whose outcomes have the most room for improvement. These include AMI, CTO (Chronic Total Occlusion) and Bifurcation lesions. The acquisition of the Xtract™ product line is yet another example of our commitment to that strategy."

CoWare, Inc., a leading supplier of Electronic System Design software and services, today announced that it has signed a definitive agreement to be acquired by Synopsys, Inc. (NASDAQ: SNPS), an industry leader in software and IP for semiconductor design, verification and manufacturing. CoWare brings to Synopsys a range of electronic system design solutions covering processor design, system architecture design, verification, software development, and algorithm design.

"Over the years, CoWare has been one of the innovation leaders addressing the needs of electronic system design. We have developed a significant product offering based on standards-based technologies and solutions that IP, semiconductor and systems companies have successfully deployed," said Alan Naumann, President and CEO of CoWare. "Synopsys' acquisition of CoWare confirms the trend of increasing demand for systems design solutions. It also provides our customers continued access to market leading technologies and services with a recognized industry leader."

The transaction is subject to customary regulatory approvals. The terms of the deal are not being disclosed.

IMS Health (NYSE: RX) today announced that its stockholders approved the proposal to adopt the merger agreement providing for its acquisition by entities created by certain affiliates of TPG Capital, L.P. (“TPG”) and the CPP Investment Board (“CPPIB”).

The affirmative vote of the holders of a majority of the outstanding shares of common stock of IMS Health was required to approve the proposal to adopt the merger agreement. According to the final tally of shares voted, more than 75 percent of the outstanding shares of common stock of IMS Health as of the close of business on December 28, 2009 voted to approve the proposal to adopt the merger agreement.

All approvals, consents or consultations required to consummate the merger under U.S. and foreign antitrust laws have been obtained or made, and accordingly, the related condition to the consummation of the merger set forth in the merger agreement has been fully satisfied. The consummation of the merger remains subject to the satisfaction or waiver of certain other closing conditions set forth in the merger agreement and discussed in detail in the Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission by IMS Health on December 29, 2009. Assuming all conditions are satisfied, the parties expect that the merger will be completed by the end of the first quarter of 2010.

Prosperity Bancshares, Inc. (NASDAQ: PRSP) announced today the signing of a definitive agreement whereby Prosperity Bank will acquire the nineteen (19) Texas retail bank branches of First Bank, a Missouri state-chartered bank. Prosperity Bank will pay a premium for approximately $500 million in deposits, as well as purchase approximately $100 million in loans and other assets attributable to the branches.

First Bank's Texas locations are all in the Houston and Dallas metropolitan areas and represent a strategic enhancement to Prosperity's presence in these markets. After the consolidation of locations near existing Prosperity banking centers, Prosperity will operate thirty-one (31) Dallas/Fort Worth area banking centers and fifty-seven (57) Houston area banking centers.

"We are pleased to be able to expand further in our core markets of Houston and Dallas. We believe our long term strategy of expanding our footprint will continue to produce rewards for our shareholders," said David Zalman, Chief Executive Officer and Chairman of Prosperity Bancshares. "We look forward to servicing the Texas customers of First Bank."

"We are excited to be joining Prosperity Bank and look forward to contributing to the growth of such an established and well-respected Texas franchise," added David Weaver, Texas Regional President of First Bank.

Prosperity will pay a premium of 5.5 percent for the deposits of the Texas branches of First Bank. The deposits to be assumed are primarily core deposits and will enhance Prosperity's market position in Texas. The $100 million in loans to be purchased were individually selected by Prosperity from First Bank's loan portfolio associated with the Texas branches and consist of performing business and consumer-related Texas-based loans.

The definitive agreement has been approved by both banks and the transaction is expected to close during the second quarter of 2010, although delays could occur. The transaction is subject to certain conditions, including customary regulatory approvals.

Acquisition of U.S. Bank's Texas Branches

On January 19, 2010, Prosperity announced the signing of a definitive agreement whereby Prosperity Bank will acquire the three (3) Texas retail bank branches of U.S. Bank. Prosperity Bank will pay a premium for approximately $420 million in deposits, as well as purchase certain loans and other assets attributable to the branches.

The three locations being acquired by Prosperity are the Texas locations U.S. Bank acquired from the FDIC on October 30, 2009 when U.S. Bank acquired the assets and deposits of the nine (9) subsidiary banks of FBOP Corporation. The Texas banks were Madisonville State Bank in Madisonville, Texas; Citizens National Bank in Teague, Texas; and North Houston Bank in Houston, Texas.

The agreement has been approved by both banks and the transaction is expected to close during the first quarter of 2010, although delays could occur. The transaction is subject to certain conditions, including customary regulatory approvals.