Notable Mergers and Acquisitions of the Day 10/08: (UNH) (NBG) (NBTB)/(ALNC) (TPCG)/(IOSP)

• UnitedHealth Group (NYSE: UNH) and Amil Participações S.A. have agreed to merge, bringing together two leading organizations with the broad scale, distinctive resources and advanced technology to help modernize the performance of the health systems and serve the health care needs of consumers in their markets in the Americas.
  
  Amil is Brazil’s largest health care company, providing health and dental benefits, hospital and clinical services, and advanced care management resources to more than 5 million people. Outside the United States, Brazil is the largest and fastest growing private health care market in the Americas.
  
  UnitedHealth Group is the largest health benefits and services company in the United States and a leader in innovative approaches to improving consumer health and advancing the health care system.
  
  Supported by an economy with average GDP per capita growing at a compound annual rate of 19.4 percent since 2003, and a GDP per capita almost 2.5 times that of China, demand for private health care coverage continues to rise in Brazil. Private health benefit membership rose from 35 million people in 2005 to nearly 48 million in 2011, but still serves only about 25 percent of the population, compared with nearly 80 percent penetration in the U.S.
  
  Amil uniquely in Brazil offers a full range of health benefits products across an array of price points, as well as robust dental benefits. Amil’s 2012 annualized revenues, in the range of $5 billion, represents an increase of 15 percent over 2011. The company’s market position has been built through a focus on innovative products, responsive service, strong brands, and affordable access to private health care delivery resources.
  
  Amil operates a distinctive care delivery model, which efficiently integrates health benefits with care services on a selective basis. Its owned delivery network includes 22 hospitals and nearly 50 clinics, plus a number of leading specialty and preventive care outpatient clinics and emergency care centers. Amil maintains the largest care network serving Brazil, including 44,000 doctors, 3,300 hospitals, nearly 11,000 outpatient clinics and 12,000 ancillary service facilities. The combination of patient-focused disease management programs, effective alignment with and direction of patients to clinical centers of excellence for complex procedures, and the performance of its integrated network have consistently produced superior clinical outcomes and cost performance.
  
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• National Bank of Greece S.A. (NYSE: NBG) shares are higher Monday following a late-Friday filing announcing it was making takeover offer for Eurobank Ergasias S.A.
  
  The stock is up 12 percent in early trading.
  
  The filing is below:
  
  [National Bank of Greece S.A.] a société anonyme with Corporate Registration Number 6062/06/B/86/01 and registered seat in the Municipality of Athens (86 Aiolou Street) (the “Offeror”), announced today in accordance with article 6 para 1 of Law 3461/2006 (the “Law”) the submission of a voluntary share exchange offer (the “Tender Offer”) to acquire all the outstanding ordinary registered shares, with a par value of €2.22 per share, issued by Eurobank Ergasias S.A., a société anonyme with Corporate Registration Number 6068/06/B/86/07, with its registered seat at the Municipality of Athens, 8 Othonos Street (“Eurobank” and such shares of Eurobank, the “Shares”). The Offeror is offering to exchange new ordinary registered shares, with a new par value (post adjustment of the par value) of €1 per share of the Offeror on the basis of 58 new shares of the Offeror (the “Offeror Shares”) for every 100 shares of Eurobank. The Shares are listed and traded on the Athens Exchange (the “ATHEX”).
  
  If upon completion of the Tender Offer, the Offeror acquires 100% of the Shares, the existing shareholders of the Offeror would be represented with 75% in the share capital of NBG, while the existing shareholders of Eurobank would hold the remaining 25%.
  
  The market capitalization of NBG based on the closing share price on 4 October 2012 was €1,922 million and that of Eurobank was €603 million.
  
  The completion of the Tender Offer (the “Completion”) is subject to customary regulatory and corporate approvals, including the approval from the extraordinary general meeting of the NBG shareholders.
  
  Eurobank shareholders amounting to a total of 43.6% of Eurobank’s share capital, have committed to tender their Shares in the Tender Offer.
  
  Following the Completion, the Offeror intends to proceed with a merger with Eurobank.
  
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• NBT Bancorp Inc. (NBT) (Nasdaq: NBTB) and Alliance Financial Corporation (Alliance) (Nasdaq: ALNC) entered into a definitive agreement under which Alliance will merge with and into NBT. The merger is valued at approximately $233.4 million and is expected to close in the second quarter of 2013 subject to customary closing conditions, including receipt of regulatory approvals and approvals by NBT and Alliance stockholders.
  
  NBT is headquartered in Norwich, N.Y. and had assets of $6.0 billion as of June 30, 2012. Its primary subsidiary, NBT Bank, N.A., is a nationally-chartered community bank with a network of over 135 banking locations in five states, including New York, Pennsylvania, Vermont, Massachusetts and New Hampshire. Alliance is headquartered in Syracuse, N.Y. Its primary subsidiary, Alliance Bank, N.A., is a nationally-chartered community bank with 28 banking locations in central New York.
  
  The merger, approved unanimously by the boards of directors of both companies, further broadens NBT's footprint into demographically attractive and contiguous markets located in the New York counties of Cortland, Madison, Oneida, Onondaga and Oswego. It will also provide NBT with the addition of $1.4 billion in assets, including $890 million in net loans held for investment, and $1.1 billion in deposits.
  
  Under the terms of the merger agreement, each outstanding share of Alliance common stock will be converted into the right to receive 2.1779 shares of NBT common stock upon completion of the merger. The transaction is valued at $48.00 per Alliance share based on NBT's average closing stock price of $22.04 for the five-day trading period ending on October 5, 2012.
  
  Ambassador Financial Group serves as financial advisor to NBT, and Keefe, Bruyette & Woods, Inc. serves as the financial advisor to Alliance. Goodwin Procter LLP serves as outside legal counsel to NBT, while Hogan Lovells US LLP serves as outside legal counsel to Alliance.
  
  
• TPC Group Inc. (Nasdaq: TPCG) received a non-binding proposal to be acquired by Innospec Inc. (Nasdaq: IOSP). As part of this proposal, Innospec would pursue an acquisition of all of TPC Group's common shares for an all-cash purchase price in the range of $44–46 per share. The proposal is subject to certain conditions, including, among others, securing requisite debt financing, completion of due diligence and receipt of internal approvals. Equity financing for the proposed acquisition will be provided by a fund, Blackstone Capital Partners VI, L.P., managed by Blackstone on behalf of its private equity investors.
  
  The TPC Group Board of Directors has determined in good faith, after consultation with its independent legal and financial advisors, that this proposal would reasonably be expected to lead to a Superior Proposal, as that term is defined in the Merger Agreement dated as of August 24, 2012 with investment funds sponsored by First Reserve Corporation and SK Capital Partners. Consistent with its fiduciary duties, TPC Group's Board of Directors, in consultation with its independent legal and financial advisors, will carefully consider and evaluate the non-binding proposal from Innospec and its equity financing partner, and has authorized discussions and negotiations with them and is making arrangements to facilitate their due diligence review.
  
  It is not anticipated that any further developments will be disclosed with regard to these discussions unless the TPC Group Board makes a decision with respect to any potential Superior Proposal. There are no guarantees that these negotiations will result in a Superior Proposal.
  
  As previously announced on August 27, 2012, TPC Group entered into a merger agreement with investment funds sponsored by First Reserve Corporation and SK Capital Partners. Under the terms of the agreement, upon consummation of the merger TPC Group stockholders would be eligible to receive $40.00 per share in cash for each share of TPC Group common stock that they own. The TPC Group Board of Directors has not changed its recommendation with respect to, and continues to recommend that TPC stockholders vote in favor of adopting and approving, the merger agreement entered into with investment funds sponsored by First Reserve Corporation and SK Capital Partners and the transactions contemplated thereby.
  
  Perella Weinberg Partners LP is serving as financial advisor to TPC Group, and Baker Botts L.L.P. is serving as legal counsel. Skadden, Arps, Slate, Meagher & Flom LLP is serving as legal counsel to the special committee of the TPC Group's Board of Directors.

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