May 19, 2022 | Health Care | North America | Active
Biohaven Pharmaceuticals / Pfizer : Deal Insights
On 10-May-22, Pfizer announced a definitive agreement to acquire Biohaven Pharmaceuticals, a drugmaker known for developing migraine treatment, in an all-cash deal valued at $11.6bn, or $148.50 per share. The offer represents a 33% premium to Biohaven’s average share price of $111.70 over the last three months, according to the announcement, and we calculate a one-day takeover premium of 78%. The deal is predicated on Pfizer acquiring Biohaven’s calcitonin gene-related peptide (CGRP) programs, and the plan is to separate Biohaven’s non-CGRP developmental stage pipeline assets into a newly-listed company, “New Biohaven” (its post-acquisition name will revert to ‘Biohaven’). Accordingly, the merger agreement stipulates that Biohaven shareholders will also, in addition to the cash consideration, receive 0.5 shares of New Biohaven for each Biohaven share held...
May 16, 2022 | Industrials | North America | Active
Hitachi Transport System / KKR : Deal Insights
US private equity firm KKR (KKR US) announced on 28-Apr-22 its intention to launch a tender offer to acquire Hitachi Transport System (“HTS”; 9086 JP) at JPY 8,913, in a deal valued at $5.2bn. The price represents a 31.9% premium over the target’s unaffected price on 21-Apr-22, when Nikkei Asia first reported that talks were taking place. The structure of the deal requires HTSK Co. Ltd, a private entity owned by the investment funds managed at KKR, to first acquire 60.1% of HTS through the tender offer. The remaining 39.9% stake, currently held by HTS’ parent and leading shareholder, Hitachi (6501 JP), will be rolled over into the KKR-held entity such that Hitachi will hold 10% of the voting rights in HTSK, while KKR will own the remaining 90%. The tender offer is expected to commence in late September 2022 once the sponsor secures antitrust approvals in Japan, China, the US, Europe, Russia, and Turkey, and domestic and foreign investment approvals in Japan ...
May 12, 2022 | Health Care | Australia | Active
Ramsay Health Care / KKR : Deal Insights
A KKR-led group (private) has made a conditional, non-binding, indicative proposal for Ramsay Health Care (RHC AU), Australia’s largest private hospital operator, for AUD 88.00 per share in cash. In a statement on 20-Apr-22, Ramsay said it had requested confidentiality but publicly disclosed the proposal after speculation in a report by the Australian Financial Review a day prior. The statement emphasised that the talks are preliminary and that the consortium could withdraw its proposal now that it was no longer confidential. On the same day, sources told the Wall Street Journal that the KKR-led group was two weeks in of a four-week non-exclusive due diligence process. If a definitive agreement is pursued, the transaction would be conditional on shareholder and court approval as well as approval from Australia’s Competition and Consumer Commission (ACCC) and the Foreign Investment Review Board (FIRB)...
April 29, 2022 | Technology | North America | Active
Twitter / Elon Musk : Deal Insights
After a couple of chaotic weeks, Twitter’s board has now accepted Elon Musk’s “best-and-final” $54.20 per share offer to take the social network private. Discussions over the deal, which initially appeared uncertain, accelerated over the weekend of the 24-Apr-22 after Musk publicly disclosed more details about the financing of his offer. Events unfolded quickly after Musk, who owns Tesla, Space X, and several other companies, made the surprising announcement on 4-Apr-22 that he had purchased a 9.1% stake in Twitter, worth $2.9bn, making him the single largest shareholder in the company. The next day, Twitter announced that Musk was joining the board, but days after, he declined the seat. Then, on 14-Apr-22, he came back with a proposed bid for $44bn. Twitter initially said it would review the deal, but then implemented a “poison pill” mechanism to create a roadblock to Musk buying more shares and to allow it more time to decide how it wanted to move forward. Under this takeover defence plan, if any person or group would acquire beneficial ownership of at least 15% of Twitter’s outstanding common stock without board approval, all other shareholders will be allowed to purchase preferred, discounted ...
April 20, 2022 | Technology | North America | Active
SailPoint / Thoma Bravo : Deal Insights
Identity security company SailPoint will be acquired by US private equity firm Thoma Bravo, the companies announced on 11-Apr-22. Thoma Bravo is offering $65.25 per share, representing a 31.6% one-day premium, and SailPoint’s board supports the offer after receiving a unanimous recommendation from its special committee. The deal requires SailPoint shareholder approval as well as regulatory clearances under US antitrust laws, the Australian Foreign Acquisitions and Takeovers Act, and the UK National Security and Investment Act. An HSR filing is expected within 15 business days from the merger agreement (by 6-May-22) and the preliminary proxy is expected to be filed within ...
April 19, 2022 | Industrials | Europe | Active
Euronav / Frontline : Deal Insights
On 7-Apr-22, global tanker majors Euronav and Frontline announced plans to merge, in a deal that would create the world’s largest oil tanker fleet by capacity. The companies have yet to sign a definitive merger agreement, but they expect to do so in a month as the merger has been approved by both companies’ boards. The terms will entail an exchange ratio of 1.45 Frontline shares for each Euronav share. Given Euronav’s market cap is over 40% larger that Frontline’s, Euronav shareholders will hold 59% of the new entity and Frontline shareholders will own the remaining 41%. Frontline is headquartered in Oslo, incorporated in Bermuda, and its primary listing on the NYSE has around twice the liquidity as the secondary listing on Oslo Børs. The exchange ratio offers a...
April 14, 2022 | Industrials | Europe | Active
Atlantia / Edizione & Blackstone : Deal Insights
On 14-Apr-22, Blackstone and the billionaire Benetton family confirmed a voluntary tender offer for Italian infrastructure group Atlantia. The bid comes from a newly formed entity called Schemaquarantatrè, which is 65% held by Edizione, the Benetton’s investment firm, and 35% held by Blackstone. Under the terms of the offer, the acquirers will purchase all the shares of Atlantia for €23 apiece, including all treasury shares (0.84%) but excluding the 33.1% already owned by Edizione. Atlantia shareholders will also be entitled to an additional €0.74 dividend to be proposed at an Atlantia AGM on 29-Apr-22 (ex- 23-May-22, per Bloomberg). Any distribution beyond this €0.74 will result in the offer price being adjusted lower. The price represents a 5.3% one-day premium and 24.4% over the undisturbed price on 5-Apr-22. In addition to the Benetton’s roll-over stake, Blackstone will...
April 13, 2022 | Industrials | North America | Active
Spirit Airlines / Frontier Group Holdings : Deal Insights
On 7-Feb-22, rival discount carriers Spirit and Frontier agreed to a cash and stock merger whereby Spirit shareholders would receive $2.13 in cash plus 1.9126 Frontier shares for each Spirit share held. At announcement, the terms implied an offer price of $25.83 and a one-day premium of 19%; the deal value currently sits at $23.11 per Spirit share (Frontier shares have declined 11.5% since its M&A announcement). On 5-Apr-22, JetBlue Airways (JBLU US) jumped into the fray with an unsolicited all-cash competing proposal at $33.00 per Spirit share, representing a 43% premium to the current value of Frontier’s cash and stock offer and...
April 08, 2022 | Energy | Europe | Active
Lundin Energy / Aker BP : Deal Insights
Norwegian oil major Aker BP is buying the oil and gas business of Sweden’s Lundin Energy to form the second-largest listed petroleum firm on the Norwegian Continental Shelf (NCS). The acquirer, a joint venture between Norwegian industrial company Aker (AKER NO) and BP (BP/ LN), is offering $2.2bn in cash and 272m of its shares (worth $11.7bn) after which Lundin legacy shareholders will retain shares in its remaining ‘stub’ renewable energy business. For Lundin shareholders, the merger consideration consists of USD 7.76 in cash, paid in SEK (and based on the 10-business day average FX rate preceding the third business day prior to the merger per WM/Refinitiv Spot) plus 0.950985 shares in Aker BP, in the form of Swedish Depository Receipts (SDRs). The deal is structured under...
March 23, 2022 | Insurance | North America | Active
Alleghany / Berkshire Hathaway : Deal Insights
Warren Buffett’s Berkshire Hathaway has dipped into its $147bn cash reserves to buy insurance conglomerate Alleghany for $11.6bn. Under the terms of the all-cash deal, announced on 21-Mar-22, Berkshire will pay $848.02 per share, representing a 25.3% premium over the target’s unaffected price on 18-Mar-22. This represents 1.2x Alleghany’s trailing book value as of 31-Dec-21. Berkshire had originally offered $850 per share, but Buffett told Alleghany that he did not want to pay for the target’s financial advisory fees so fees for financial advice would have to come out of the proceeds for Alleghany shareholders – hence the offer of $848.02, after deducting Goldman Sachs’ $27m advisory fee. The transaction has been approved by...