Notable Mergers and Acquisitions of the Day 12/28: [(CRIC)/(EJ) (NYT) (FNF)]

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China Real Estate Information Corporation (Nasdaq: CRIC), has entered into an Agreement and Plan of Merger, dated December 28, 2011, with E-House (China) Holdings Limited (NYSE: EJ), a Cayman Islands company and the majority shareholder of the Company, and CRIC (China) Holdings Limited ("Merger Sub"), a newly-formed Cayman Islands company and a direct wholly-owned subsidiary of E-House. Upon the successful consummation of the transaction contemplated by the Merger Agreement, Merger Sub will be merged with and into the Company and the Company will become a wholly-owned subsidiary of E-House.

Pursuant to the Merger Agreement, upon the terms and subject to the conditions thereof, at the effective time of the Merger, each of the Company's ordinary shares ("CRIC shares") issued and outstanding immediately prior to the effective time of the Merger (including CRIC shares represented by American depositary shares ("CRIC ADSs"), each of which represents one CRIC share) will be cancelled in exchange for the right to receive cash consideration of $1.75, without interest, plus, in the case of each CRIC share (not including CRIC shares represented by CRIC ADSs), 0.6 E-House ordinary shares ("E-House shares"), or, in the case of each CRIC share represented by a CRIC ADS, 0.6 E-House American depositary shares ("E-House ADSs"), each of which represents one E-House share. The consideration to be received by CRIC shareholders in the Merger represents an increase by E-House of $0.15 (from $1.60 to $1.75) of the cash portion of the consideration per CRIC share and CRIC ADS initially proposed in the previously announced non-binding proposal E-House delivered to the Company's board of directors on October 28, 2011.
The New York Times Company (NYSE: NYT) has entered into an agreement to sell its Regional Media Group, consisting of 16 regional newspapers, other print publications and related businesses, to Halifax Media Holdings LLC for $143 million in cash, subject to certain adjustments.

The transaction is expected to close within a few weeks and upon completion of the sale, the Company will record an after-tax gain on the sale in the first quarter of 2012.

The Company intends to use the net proceeds for general corporate purposes. The Company estimates the net after-tax proceeds from the sale will be approximately $150 million.
Fidelity National Financial, Inc. (NYSE: FNF) today announced the signing of a definitive agreement under which it will sell an 85 percent interest in its personal lines business to WT Holdings, Inc. for approximately $119 million.

Under the terms of the definitive agreement, WT Holdings will acquire Fidelity National Insurance Company ("FNIC"), Fidelity National Property and Casualty Insurance Company ("FNPAC") and FNIS Insurance Services and FNF will retain a 15% minority ownership position in the personal lines business. FNIC, FNPAC and FNIS Insurance Services will continue offering the same quality products and services under the new ownership.

The sale price is subject to typical closing adjustments based on surplus at closing. The closing of the transaction is subject to regulatory approval and customary closing conditions and is expected during the late first quarter or early second quarter of 2012. The personal lines business sale is expected to result in approximately a $15 million pre-tax loss for FNF.