Notable Mergers and Acquisitions of the Day 04/28: (EXC)/(CEG) (AET) (LOOP)/(CSGP) (VTAL)

• Exelon Corporation (NYSE: EXC) and Constellation Energy (NYSE: CEG) announced a definitive agreement to combine the two companies in a stock-for-stock transaction.
  
  Under the merger agreement, Constellation's shareholders will receive 0.930 shares of Exelon common stock in exchange for each share of Constellation common stock. Based on Exelon's closing share price on April 27, 2011, Constellation shareholders would receive a value of $38.59 per share, or $7.9 billion in total equity value.
  
  
  The resulting company will retain the Exelon name and be headquartered in Chicago.
  
  Exelon Chairman and CEO John W. Rowe said, "This merger creates the number one competitive energy provider with one of the industry's cleanest and lowest-cost power generation fleets and one of the largest commercial, industrial and residential customer bases in the United States. Both Exelon and Constellation have demonstrated their commitment to sustainability and competitive markets, helping drive innovation, efficiency, customer choice and better rates. Together, we will be an even stronger advocate for achieving these ideals."
  
  The combination is anticipated to be break-even to Exelon's adjusted earnings in 2012; in 2013, it is expected to be accretive to earnings by more than 5 percent.
  
  The companies anticipate closing in early 2012.
  
  Barclays Capital, J.P. Morgan Securities, Evercore Partners and Loop Capital Markets are serving as financial advisors and Skadden, Arps, Slate, Meagher & Flom LLP is serving as legal counsel to Exelon. Morgan Stanley & Co. Incorporated, Goldman, Sachs & Co. and Credit Suisse Securities (USA) LLC are serving as financial advisors and Kirkland & Ellis LLP is serving as legal counsel to Constellation.
  
  
• Aetna (NYSE: AET) has entered into an agreement to acquire Prodigy Health Group for about $600 million.
  
  Aetna expects to finance the acquisition with available resources.
  
  Closing is expected in H211, and is projected to be neutral to Aetna’s financial results in 2011 and modestly accretive in 2012.
  
  
• After the close, LoopNet, Inc. (Nasdaq: LOOP) announced a deal to be acquired by CoStar Group, Inc. (Nasdaq: CSGP) in a deal valued at approximately $860 million and an enterprise value of $762 million.
  
  LoopNet shareholders will receive $16.50 in cash and 0.03702 shares of CoStar Group common stock for each share of LoopNet common stock. The transaction represents a premium of 31% to LoopNet's closing price on Tuesday, April 26, 2011.
  
  CoStar expects annual cost synergies of approximately $20 million achieved over the first 24 months following the close of the transaction.
  
  
• After the close, Vital Images, Inc. (Nasdaq: VTAL) announced an agreement to be acquired by Toshiba Medical Systems for $18.75 per share, or approximately $273 million in the aggregate.
  
  The deal came at a 32 premium to yesterday's closing price.
  
  Under the terms of the agreement, it is anticipated that Merger Sub will commence a tender offer for all of the outstanding shares of Vital Images by May 11, 2011.
  
  It is expected that the transaction will close in the second or third quarter of 2011.
  
  Morgan Stanley & Co. Incorporated acted as financial advisor to TMSC and Simpson Thacher & Bartlett LLP is acting as TMSC's legal counsel. Piper Jaffray & Co. acted as financial advisor to Vital Images and Faegre and Benson LLP is acting as Vital Images' legal counsel.

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