Notable Mergers and Acquisitions of the Day 1/12: [(RF)/RJF) (GRRF) (CCI)]

• Regions Financial Corp. (NYSE: RF) announced today that it has entered into a stock purchase agreement to sell Morgan Keegan & Company, Inc. and related affiliates to Raymond James Financial Inc. (NYSE: RJF), for $930 million.
  
  As part of the transaction, Morgan Keegan will also pay Regions a dividend of $250 million before closing, pending regulatory approval, resulting in total proceeds of $1.18 billion to Regions, subject to adjustment as described below. The transaction is anticipated to close during the first quarter, subject to regulatory approvals and customary closing conditions. Morgan Asset Management and Regions Morgan Keegan Trust are not included in the sale and will remain part of Regions’ Wealth Management organization.
  
  
  As a result of the process of selling Morgan Keegan, Regions expects to record an impairment charge in a range of $575 million to $745 million (primarily non-deductible) in the fourth quarter of 2011 related to the $745 million of goodwill included in its Investment Banking/Brokerage/Trust segment.
  
  Based on the relative fair value allocation, portions of the impairment charge are expected to be recorded in the statement of operations within both Discontinued Operations and Continuing Operations. The calculations of the amount of the charge and the allocations are not yet final and are subject to change. Based on currently available estimates, for purposes of the attached pro forma capital information, Regions has assumed the goodwill impairment charge to be approximately $693 million in the fourth quarter of 2011. The goodwill impairment charge is a non-cash item which will not have a negative impact on regulatory capital.
  
  Upon consummation of the sale of Morgan Keegan, which is expected to occur in the first quarter of 2012, the remaining goodwill allocated to Discontinued Operations will be derecognized and included in the gain/loss on sale. For purposes of the attached financial information the gain is estimated to be approximately $20 million.
  
  
• China GrenTech Corporation Limited (Nasdaq: GRRF) has entered into an agreement and plan of merger with Talenthome Management Limited, a British Virgin Islands exempted company, and Xing Sheng Corporation Limited, a Cayman Islands exempted company wholly-owned by Parent. Parent is jointly owned indirectly by Mr. Yingjie Gao, the Company's Chairman and Chief Executive Officer, Ms. Rong Yu, the Company's Director and Chief Financial Officer, and Ms. Yin Huang. The Buyer Group collectively beneficially owns approximately 41.9% of the Company's issued and outstanding ordinary shares and intends to finance the merger and the other transactions contemplated by the Merger Agreement through proceeds from a loan facility in the amount of HK$320,000,000 from Guotai Junan Finance (Hong Kong) Limited.
  
  Pursuant to the Merger Agreement, (i) upon the terms and subject to the conditions set forth therein, at the effective time of the merger, Merger Sub will be merged with and into the Company and the Company will become a wholly-owned subsidiary of Parent, and (ii) each ordinary share of the Company (including ordinary shares represented by American Depositary Shares ("ADSs"), each of which represents 25 ordinary shares) issued and outstanding immediately prior to the effective time of the merger will be cancelled in exchange for the right to receive US$0.126 (or US$3.15 per ADS) in cash without interest, except for the ordinary shares (including ordinary shares represented by ADSs) (x) beneficially owned by the Buyer Group, which will be cancelled without receiving any consideration, and (y) owned by holders of such ordinary shares who have validly exercised and not effectively withdrawn or lost their appraisal rights pursuant to Section 238 of the Cayman Islands Companies Law, as amended. This represents a 23.0% premium over the closing price as quoted by Bloomberg L.P. on November 11, 2011 and a 40.6% over the 60-trading day volume weighted average price as quoted by Bloomberg L.P. on November 11, 2011, the last trading day prior to the Company's announcement on November 14, 2011 that it had received a "going private" proposal.
  
  The merger contemplated in the Merger Agreement, which is currently expected to close before the end of the second quarter of 2012, is subject to the approval by an affirmative vote of shareholders representing two-thirds or more of the ordinary shares present and voting in person or by proxy at a meeting of the Company's shareholders which will be convened to consider the approval and adoption of the Merger Agreement and the merger, as well as certain other customary closing conditions. The Buyer Group has agreed to vote to approve the Merger Agreement and the merger. If completed, the merger will result in the Company becoming a privately-held company and its ADSs would no longer be listed on the NASDAQ Global Select Market.
  
  
• Crown Castle International Corp. (NYSE: CCI) has entered into a definitive agreement to acquire from Wireless Capital Partners, LLC ("WCP") a portfolio of ground lease related assets for approximately $180 million in cash and the assumption of approximately $320 million of debt.
  
  The portfolio includes approximately 2,300 ground lease related assets, including over 150 related to Crown Castle towers. The assets being acquired generate annual cash flow of approximately $42 million, with 80% generated from the big four carriers. The acquisition is expected to close in the first quarter of 2012.

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