Notable Mergers and Acquisitions of the Day 6/22: TWGP/SUAI, MRK/SGP, AAUK

June 22, 2009 9:57 AM EDT

• Tower Group, Inc. (NASDAQ: TWGP) and Specialty Underwriters' Alliance, Inc. (NASDAQ: SUAI) entered into a definitive agreement for the acquisition of SUA by Tower in a transaction valued at approximately $107 million.
  
  Under the terms of that agreement, SUA shareholders would receive Tower common stock equal to $6.72 per SUA share based on Friday's closing stock price for Tower of $24.00.
  
  Shares of Specialty Underwriters' Alliance closed at $3.96 on Friday.
  
  After giving effect to the transaction, Tower projects its 2010 Diluted EPS will be in a range between $3.50 and $3.70 which accounts for the additional shares expected to be issued.
  
  Under the terms of the agreement, SUA shareholders, including Class B shareholders, will receive 0.28 shares of Tower common stock for each share of SUA common stock or SUA class B stock.
  
  
• Merck & Co., Inc. (NYSE: MRK) and Schering-Plough Corporation (NYSE: SGP) announced that they each have received a request for additional information from the U.S. Federal Trade Commission (FTC) with respect to their previously announced proposed merger. The request for information from the FTC, often referred to as a "second request," was anticipated as part of the regulatory process under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR Act).
  
  Merck and Schering-Plough intend to cooperate fully with the FTC to obtain approval of the transaction as expeditiously as possible. The transaction is subject to approval by Merck and Schering-Plough shareholders and the satisfaction of customary closing conditions and regulatory approvals, including expiration or termination of the applicable waiting period under the HSR Act, as amended, as well as clearance by the European Commission under the EC Merger Regulation and certain other foreign jurisdictions. Until the merger closes, both companies will continue to operate independently. Merck and Schering-Plough continue to expect the transaction to close during the fourth quarter of 2009.
  
  
• Shares of Anglo American plc (Nasdaq: AAUK) are higher after the company preliminary proposal from Xstrata plc which may or may not lead to a transaction.
  
  Anglo American said the situation is at a very preliminary stage and that there is no certainty that any transaction will be forthcoming.
  
  Goldman Sachs is working as an advisor for Anglo American plc and has moved its rating to 'Not Rated'.

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