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Westway Feed Products & Shermen WSC Acquisition Corp	Update Date: 12/22/08
Date Announced: 11/26/08
Value (million $USD): n/a

Status: Pending

TRANSACTION DETAILS
Date Announced	11/26/08
Date Originally Announced	11/26/08
Format	Merger	Acquisition techniques	Divestiture; Financial Acquiror; Three-Way Merger
Attitude	Friendly	Agency	Federal Trade Commission; Justice Department
Value	n/a	Advisor Fees	n/a

SYNOPSIS

US - Shermen WSC Acquisition Corp (SW) agreed to merge with Westway Feed Products, a manufacturer of animal feed products, and a unit of E D & F Man Holdings Ltd (ED). Concurrently, SW agreed to merge with Westway Terminals, a unit of ED, in a three-way merger transaction. The two transactions were to have a combined value of $268.10 mil. The consideration was to consist of $103 mil in cash, 7.4 mil convertible preferred A shares, and 24.3 mil newly issued common shares, valued at an estimated $165.1 mil. The merged entity was to be named Westway Group. The transactions were subject to shareholders and regulatory approvals, and other customary closing conditions.

TARGET
Name	Westway Feed Products
Industries	n/a
City	New York
State	NY
Nation	United States
Incorporated in	n/a
Public Status	Subsidiary
Business Description	Westway Feed Products, located in New York, new York, manufactures animal feed products.
Advisors	NULL
Target Sales	n/a

ACQUIROR
Name	Shermen WSC Acquisition Corp (OTC : SACQ)
Industries	n/a
City	New York
State	NY
Nation	United States
Incorporated in	DE
Public Status	Public
Business Description	Shermen WSC Acquisition Corp, located in New York, New York, is a blank check company formed for the purpose of acquiring another business. The company was founded in 2006.
Advisors	Oppenheimer & Co Inc
Acquiror Sales	n/a

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