Notable Mergers and Acquisitions of the Day 10/10: (TRLG) (DHR)/(CBE) (HRB)

• True Religion Apparel, Inc. (Nasdaq: TRLG) announced that after receiving indications of interest from third parties regarding a potential transaction with the Company, the Board of Directors has formed a Special Committee comprised of its non-management directors to explore and evaluate potential strategic alternatives available to the Company, including a possible sale, in order to maximize shareholder value.
  
  No decision has been made to engage in a transaction or transactions, and there can be no assurance that any transaction or any other strategic alternative will occur or, if undertaken, the terms or timing thereof.
  
  The Special Committee has not set a definitive timetable for completion of the strategic review process, and it does not intend to disclose or comment on developments with respect to the progress of such process until such time as the Board takes some action, if any, or otherwise deems disclosure appropriate or required.
  
  The Special Committee has engaged Guggenheim Securities, LLC as its financial advisor, and Greenberg Traurig, LLP as its legal counsel, to assist with the strategic review process.
  
  
• Danaher Corporation (NYSE: DHR) and Cooper Industries (NYSE: CBE) announced today that they have signed a definitive agreement to sell Apex Tool Group to Bain Capital for approximately $1.6 billion subject to post-closing adjustments. Currently, Danaher and Cooper each maintain a 50% joint venture ownership interest in Apex. Danaher expects the sale to generate after-tax net proceeds of approximately $650 million.
  
  The closing of the definitive agreement is subject to customary conditions, including regulatory approvals. The parties currently expect that the transaction will close in the first half of 2013.
  
  
• In a regulatory filing yesterday with the Securities and Exchange Commission, H&R Block, Inc. (NYSE: HRB) announced it is exploring strategic alternatives for H&R Block Bank that could result in H&R Block, Inc. no longer being regulated by the Federal Reserve as a savings and loan holding company. In June 2012, the Federal Reserve announced proposed rules that would impose higher capital requirements on savings and loan holding companies such as H&R Block, Inc. The Federal Reserve proposed the rules in order to implement changes required by the Dodd-Frank Act.
  
  These proposed capital requirements, if enacted, would require H&R Block, Inc. to retain significant additional capital. The company believes the regulatory constraints that would result from these proposed rules and the manner in which the company believes they will be implemented are inconsistent with its strategic plans, operational needs, and growth objectives. In light of this, the company is utilizing Goldman, Sachs & Co. (Goldman Sachs) to explore strategic alternatives for H&R Block Bank that could result in H&R Block, Inc. ceasing to be regulated by the Federal Reserve as a savings and loan holding company.
  
  
• European Aerospace and Defense companies BAE Systems plc and EADS N.V. said Wednesday that they terminated discussions related to a possible $45 billion combination after governments in France, Germany and Britain failed to reach an agreement on the deal.
  
  While the two said the merger was based on sound logic, after discussions various governments " it has become clear that the interests of the parties' government stakeholders cannot be adequately reconciled with each other or with the objectives that BAE Systems and EADS established for the merger."
  
  "We are obviously disappointed that we were unable to reach an acceptable agreement with our various government stakeholders," BAE Systems CEO Ian King said. "We believe the merger presented a unique opportunity for BAE Systems and EADS to combine two world class and complementary businesses to create a world leading aerospace, defense and security group."
  
  "It is, of course, a pity we didn't succeed but I'm glad we tried," EADS CEO Tom Enders said.
  
  Shares of U.S.-based The Boeing Company (NYSE: BA), which could have seen increased competition on the deal, are higher Wednesday.

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