Notable Merger and Acquisition of the Day 02/24: [(C) (KCP) (GU)]

• Citigroup Inc. (NYSE: C) has sold 145.3 million shares in Housing Development Finance Corporation Ltd. (HDFC) through the National Stock Exchange, representing the entirety of its 9.85% interest, for INR 657.56 per share. Total proceeds from the transaction are expected to be $1.9 billion at the current exchange rate, resulting in a pre-tax gain to Citigroup of $1.1 billion (INR 54.9 billion), and an after-tax gain of approximately $722 million (INR 35.5 billion).
  
  
• Kenneth D. Cole today announced that he has proposed to acquire through a merger transaction 100 percent of the outstanding publicly held shares of common stock of Kenneth Cole Productions, Inc. (NYSE: KCP) (the "Company"). Mr. Cole is Chairman and Chief Creative Officer of the Company and currently owns approximately 47% of the common stock (representing approximately 89% of the voting power) of the Company.
  
  Under the proposed transaction, transmitted following the close of the market yesterday in a letter to the Company's Board of Directors, public stockholders would receive $15.00 per share in cash. The proposal values the total equity of the Company at approximately $280 million.
  
  Cole has engaged Willkie Farr & Gallagher LLP as legal advisor for the proposed transaction.
  
  
• Gushan Environmental Energy Limited (NYSE: GU) today announced that its Board of Directors has received a preliminary non-binding proposal letter dated February 24, 2012, from Mr. Jianqiu Yu, Chairman and Principal Executive Officer of Gushan, to acquire all of the outstanding ordinary shares of the Company not currently owned, legally or beneficially, by Mr. Jianqiu Yu, for US$1.599 per American Depositary Share ("ADS") or US$0.1599 per ordinary share in cash. As of the date hereof, the Buyer controlled approximately 34.8% of the outstanding shares of the Company.
  
  According to the proposal letter, the Buyer will form a transaction vehicle for the purpose of pursuing the proposed transaction and will finance the proposed transaction with his own funds, possibly supplemented by debt financing. The proposal letter also states that Sidley Austin LLP has been engaged by the Buyer as legal counsel in connection with the proposed transaction. A copy of the proposal letter is attached hereto as Exhibit A.

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