May 01, 2025 | Financials | Europe | Active
Banca Generali / Mediobanca : Deal Insight
On 28-Apr-25, Mediobanca (“MB”, MB IM) launched an unsolicited public voluntary exchange offer to acquire 100% of Banca Generali (“BG”), with funding from its 13.02% stake in Assicurazioni Generali (“Generali”, G IM). The offer values BG at €6.3bn and is structured as a share-for-share exchange at a fixed ratio of 1.70 Generali shares per BG share. The offer consideration will be adjusted for any dividends, “excluding those to be paid out of profits for the financial year 2024.” At the time of announcement, the offer valued BG at €54.17 per share, implying an 11.4% one-day premium and a 6.5% premium over the companies’ three-month VWAPs. Critically, the BG board has acknowledged the offer but made it clear in a 28-Apr-25 statement that Mediobanca’s proposal is unsolicited and was not previously agreed. The board is currently reviewing the terms in accordance with Italian law and has not yet issued its recommendation. Per the Mediobanca announcement, it seeks to reposition itself as a focused wealth management champion while deterring Monte dei Paschi di Siena’s (“MPS”, BMPS IM) hostile approach, and at the same time inject clarity into its relationship with Generali. BG is majority-owned by Generali, which holds 50.2% of the company, so Mediobanca is essentially exchanging some its Generali stake (6.5%) for Generali’s stake in BG. According to Il Sole 24 Ore on 1-May-25, Generali is considering convening a shareholders’ meeting to approve the transaction, given that its legal advisors see the offer as potentially qualifying as a share buyback; such a move could require shareholder approval under Italy’s civil code. According to Mediobanca’s press release, conditions include (i) approval by Mediobanca shareholders at a general meeting scheduled for 16-Jun-25, (ii) a 50% plus one share minimum acceptance threshold of BG’s capital (where Generali owns 50.2% of BG), and (iii) regulatory clearances. Among regulatory approvals are the European Central Bank (ECB) and Bank of Italy, for control of BG and its subsidiaries, as well as from Luxembourg’s CSSF and other relevant foreign regulators. The transaction also requires clearances from Italy’s “Golden Power” regime, FINMA (Switzerland), antitrust authorities, and under the EU Foreign Subsidies Regulation. Mediobanca retains the right to waive any condition except the minimum acceptance threshold. The offer notice contains ...
April 29, 2025 | Insurance | Europe | Active
Baloise / Helvetica : Deal Insight
On 22-Apr-25, Swiss insurers Baloise and Helvetia announced an all-share merger to create the country’s second-largest insurance group. Under the agreed terms, Baloise shareholders will receive 1.0119 Helvetia shares for each Baloise share, a ratio based on the 30-day volume-weighted average price at both companies. The merger ratio will be adjusted to reflect any dividends other than FY’24 dividends. Shareholders of both companies approved FY’24 ordinary dividends at respective AGMs held on 25-Apr-25, and both distributions traded ex- on 29-Apr-25: CHF 8.10 per Baloise share and CHF 6.70 per Helvetia share. These dividends do not trigger any adjustment, but subsequent ones will. The merger is structured as a merger-of-equals, with Baloise being absorbed into Helvetia. The merged entity, to be named Helvetia Baloise Holding, will trade under the ticker HBAN on the SIX Swiss Exchange, with a pro forma board composed of seven members from Helvetia and initially seven from Baloise (after Baloise confirmed it will not nominate a seventh member). Thomas von Planta, Baloise’s Chairman, will lead the board, while Helvetia’s Ivo Furrer will serve as Vice-Chair. Helvetia’s CEO, Fabian Rupprecht, will head the combined group as CEO, and Baloise’s CEO, Michael Müller, will become Deputy CEO and Head of Integration. Basel will serve as the company’s registered headquarters. The merger requires approval from both sets of shareholders at EGMs scheduled for 23-May-25, as well as regulatory clearances from competition and financial authorities across Switzerland and the EC. Helvetia’s anchor shareholder, Swiss Cooperative Patria Genossenschaft (private, 34.1% stake in Helvetia), which recently acquired Cevian Capital’s 9.4% stake in Baloise, supports the transaction. The merger agreement includes ...
April 16, 2025 | Industrials | Asia | Active
Topcon / KKR & JICC : Deal Insight
On 28-Mar-25, Japanese medical equipment manufacturer Topcon announced a management buyout backed by KKR and Japan’s JIC Capital (“JICC”), the private equity arm of the government-backed Japan Investment Corp’s (JIC), which focuses on investments in digital transformation. The offer price of JPY 3,300 per share implies a 3.5% one-day takeover premium and an 87.9% premium over Topcon’s undisturbed share price on 9-Dec-24, when media reports first surfaced that the company had entered a sale process with the private equity firms. While Topcon’s board has recommended the offer, the decision was not unanimous; Director Takayuki Yamazaki opposed the deal due to having insufficient time to assess its impact on corporate value. Once launched, the tender offer is expected to be subject to a 50.1% minimum acceptance condition, a threshold designed to enable a two-thirds majority at an EGM, thus facilitating a two-step acquisition. The target’s largest shareholder, ValueAct (14.62%), has expressed support for the offer, but the sometimes-activist fund has not revealed any specific arrangements with the bidders to tender or co-invest. For completeness, Topcon’s President and CEO, Takashi Eto (0.07%), will tender his full stake and reinvest part of the proceeds into the acquiring entity, while continuing to lead the company. If KKR acquires at least 90% of Topcon shares through the offer, it expects to initiate a squeeze-out. If it falls short of that but meets the minimum acceptance level, it will pursue a share consolidation, requiring two-thirds approval at an EGM expected around end-October 2025 (assuming a July launch of the tender offer). The offer is also conditional on antitrust approvals from Japan, the US, the EU, Vietnam, Morocco, Taiwan, Turkey, Albania, Egypt, Germany, Ukraine, the UAE, Brazil, Australia, and Austria, as well as foreign investment clearances from Japan, the US, Australia, Austria, Belgium, France, Germany, Italy, Spain, Canada, and the UK. Due to Topcon’s involvement in aerospace and defence – sectors designated under Japan’s Foreign Exchange and Foreign Trade Act – prior notification and clearance are required under this Act. Other closing conditions include the absence of legal impediments, compliance with the target’s representations and warranties, and no MAC. Regulatory and recommendation conditions may ...
April 11, 2025 | Technology | Europe | Active
Fortnox / EQT & First Kraft : Deal Insight
On 31-Mar-25, Swedish accounting software provider Fortnox announced that it had received a recommended all-cash public offer from a consortium comprising of Stockholm-based private equity firm EQT (EQT SS) and the company’s largest shareholder, First Kraft (private). The offer, made through a jointly controlled bidding vehicle, Omega II, will see Fortnox shareholders receive SEK 90 per share in cash, representing a 38.2% premium to Fortnox’s closing share price on 28-Mar-25. The offer has been made on a cum-dividend basis and will downwardly adjust for any dividends declared prior to completion. Per the M&A announcement, “for the avoidance of doubt, such price adjustment will apply to the proposed dividend payment of SEK 0.25 per share to be resolved by the annual general meeting of the Company convened to be held on 10 April 2025.” Now that this dividend has been approved at the AGM, and traded ex-dividend today, for all intents and purposes, the offer consideration is now SEK 89.75 per share. Olof Hallrup, chairman and the sole owner of First Kraft, initiated discussions with EQT. He believes the next phase of expansion requires long-term investments, both in product development and potential acquisitions, and that this would be better pursued in a private setting. Due to his ties to the company, Hallrup recused himself from all board deliberations related to the offer. Under the agreement, First Kraft will roll its 18.9% stake into Omega II, becoming a co-owner alongside EQT, and First Kraft will not contribute to the equity funding. Conversely, EQT will fund the transaction using equity from its managed entities, plus debt facilities arranged by SEB. Omega II has confirmed that it has secured the necessary resources to meet the consideration in full, and the offer is not conditional on financing. Fortnox’s board unanimously recommends that shareholders accept the offer, a position supported by a fairness opinion. The consortium has confirmed that the offer price will not be increased, in accordance with Swedish takeover rules, and conditions include a 90% minimum acceptance threshold, antitrust clearances and an ownership assessment by the Swedish Financial Supervisory Authority (Finansinspektionen). According to the consortium, work on the required filings has ...
March 31, 2025 | Technology | North America | Active
Juniper Networks / Hewlett Packard : Antitrust Risks and Break Price Analysis
HPE’s $14bn acquisition of Juniper is a landmark deal in enterprise networking, but it is facing significant regulatory risk in the US. The Department of Justice (DoJ) has moved to block the proposed merger, with a lawsuit filed on 30-Jan-25, arguing that it would hurt competition, drive up prices, and slow innovation, specifically in the enterprise wireless LAN (“WLAN”) market. The case will be heard in the US District Court for the Northern District of California, with an expedited trial scheduled to begin on 9-Jul-25. The merger agreement includes an $815m reverse termination fee, and the termination date is currently 9-Oct-25. In this report, we assess the DoJ’s case as slightly stronger overall, particularly on market share and HHI statistics, and its theory of Juniper as a “maverick” competitor. However, the case is far from clear-cut. Our analysis indicates that the outcome will likely depend on whether the DoJ can persuade the court to accept its narrow, US-specific market framing, which would give it the benefit of a structural presumption of harm. If it can do so, the burden will shift to HPE to prove that the deal won’t hurt competition – a high bar that merging parties rarely meet. We assess the strength of both sides’ arguments, drawing on past merger cases and views from antitrust lawyers. The case raises familiar tensions seen in past deals: whether the government can successfully define a narrow market, and whether removing an aggressive pricing rival like Juniper is enough to justify blocking the deal. Much will depend on how the judge weighs structural indicators like market concentration, alongside real-world evidence, from customer complaints to internal documents. We also consider two alternative outcomes: settlement and termination. On settlement, there’s little sign of movement so far. HPE has made clear ...
March 27, 2025 | Industrials | Asia | Active
AZEK / James Hardie : Deal Insight
On 24-Mar-25, James Hardie Industries, a global building materials group headquartered in Ireland but trading through depositary receipts in the US and Australia (JHX AU), agreed to acquire US-based decking manufacturer AZEK Company through a cash-and-stock deal valued at $8.75bn, including debt. AZEK shareholders will receive $26.45 in cash and 1.0340 James Hardie ordinary shares – worth $56.88 per share based on James Hardie’s closing share price on 21-Mar-25, the last trading day prior to the announcement. The offer implies a 37.4% one-day premium. Upon completion, James Hardie shareholders will hold 74% of the combined entity, with AZEK shareholders owning the remaining 26%. The merged company will list James Hardie’s ordinary shares on the NYSE, while maintaining its CDI listing and index inclusion on the ASX. Leadership of the combined group will remain with James Hardie CEO Aaron Erter and CFO Rachel Wilson, while AZEK’s CEO, Jesse Singh, will join the acquirer’s board. To fund the cash portion, James Hardie has secured fully committed bridge financing, arranged by Bank of America and Jefferies. The company plans to refinance this with long-term debt and seeks to preserve a strong investment-grade credit rating. The boards of both companies have unanimously approved the transaction. Conditions to closing include approval from AZEK shareholders (50%; no vote required from James Hardie shareholders) and regulatory clearances under HSR, with a filing expected by 28-Apr-25 (25 business days from signing). The merger agreement includes customary covenants and representations, with standard carve-outs to the MAC for wars and pandemics. AZEK is subject to a no-solicitation clause, though it retains a fiduciary out, and both parties are bound by best-efforts obligations to secure regulatory approvals, including a commitment to take “all actions necessary” to resolve any antitrust issues. James Hardie has agreed to offer remedies if required, including divestments, though capped at businesses generating up to $140m in FY’24 sales (the target generated $1.4bn in revenue in 2024, so 10% of total revenues). James Hardie will file a preliminary Form F-4 registration statement “as promptly as reasonably practicable,” with AZEK’s shareholder meeting scheduled for 50 days following the registration becoming ...
March 26, 2025 | Industrials | North America | Active
On 20-Mar-25, Beacon Roofing Supply (“Beacon”) agreed to a buyout offer from billionaire Brad Jacobs’ enterprise applications consulting and reselling firm, QXO. Structured as a tender offer, Beacon shareholders will receive $124.35 per share, valuing the company at nearly $11bn, including debt. The offer price represents a 25.9% premium to Beacon’s undisturbed trading price on 15-Nov-24. Both boards of directors have approved the deal and QXO has $5bn in cash and secured financing commitments to cover the acquisition. The offer is not subject to any financing conditions. The definitive agreement came nearly two months after QXO bypassed Beacon’s board and launched an unsolicited tender offer directly to shareholders, at a slightly lower, $124.25 per share, on 27-Jan-25. The 20-business day offer was originally set to expire on 24-Feb-25, and on 6-Feb-25, the board rejected the offer and responded with a “poison pill”, which QXO criticised as blocking shareholder choice. On 10-Feb-25, QXO wrote to Beacon shareholders, laying out the deal rationale, and two days later, it proposed a full slate of independent directors. The offer was extended several times, and by 10-Mar-25, both sides were in active deal talks. QXO revealed it had had been in talks with Beacon’s CEO since July 2024, but the bidder faced “delays, cancellations, and unreasonable preconditions”, including a proposed long-term standstill. It subsequently made a $124.25 proposal privately, on 11-Nov-24, but Beacon refused to engage and instead put itself up for sale. Beacon neither countered the proposal nor received other bids. Nonetheless, with a definitive merger now agreed, QXO will amend its existing tender offer documents to reflect the new terms. It has also withdrawn its nomination of 10 independent directors for election at Beacon’s 2025 shareholder meeting, ending a potential proxy fight. The amended offer documents are expected to be filed with the SEC by 31-Mar-25. Under the merger agreement, Beacon is bound by a non-solicitation clause with a fiduciary-out. The deal requires a majority of shares to be tendered, and Beacon’s board now unanimously recommends its shareholders ...
March 13, 2025 | Consumer Discretionary | North America | Active
Walgreens Boots Alliance / Sycamore Partners : Deal Insight
On 6-Mar-25, US pharmacy giant, Walgreens Boots Alliance (“Walgreens”), announced that it has agreed to be bought by private equity firm Sycamore Partners, as the struggling retailer looks to go private to reverse years of financial decline. Under the transaction terms, Walgreens shareholders will receive $11.45 per share in cash and a non-transferable Divested Asset Proceed Right (“DAP Right”) worth up to $3 per share, tied to the future monetisation of Walgreens’ debt and equity interests in its VillageMD subsidiary. The cash component represents a 29.4% premium, while the total consideration, including the DAP Right, implies a 63.3% premium over Walgreen’s undisturbed price on 9-Dec-24. Walgreens is currently reviewing its options for VillageMD and overseeing the monetisation process is a committee comprising of representatives from its board, including Chairman Stefano Pessina, and Sycamore. Akin to a contingent value right (“CVR”), target shareholders will receive one DAP Right per share upon deal completion. The board has approved the transaction, with two directors recusing themselves. Pessina, who will re-invest his 17% stake into the acquiring entity, and John Lederer, CEO of Staples, a Sycamore portfolio company, did not participate in discussions or voting. Sycamore has obtained a $2.5bn equity commitment letter and has secured an asset-based revolving credit facility for $5bn, a senior secured first-in-last-out term loan of $2.5bn, a receivables purchase facility for $1.0bn, and other commitment letters from a consortium of lenders, including Wells Fargo, Citigroup, Deutsche Bank, Goldman Sachs, JPMorgan Chase, UBS, Mizuho Bank, and PNC Bank. The sponsor has also entered into voting and reinvestment agreements with Pessina and his holding company. The merger agreement contains customary clauses on representations, warranties, covenants, and MAC with specific exclusions for war and pandemics. There is also a 35-day ‘go-shop’ period, ending on 10-Apr-25. Closing is contingent on shareholder approval, from the holders of a majority of outstanding shares, as well as from holders of a majority of outstanding shares excluding those affiliated with Pessina and Sycamore. A preliminary proxy will be filed within three business days after the go-shop period ends (i.e., by 15-Apr-25). The deal is also subject to regulatory clearances, including HSR, foreign antitrust and investment clearances, EU foreign subsidies regulation (FSR) approval, and under certain healthcare notification laws. HSR notification will be ...
February 27, 2025 | Financials | Europe | Active
BP Sondrio / BPER : Deal Insight
On 6-Feb-25, Italy’s fourth-largest bank, BPER Banca, announced a voluntary public exchange offer for its smaller rival, Banca Popolare di Sondrio (“BP Sondrio”), adding to a series of recent public bank M&A in the country. The merger ratio is 1.450 BPER shares for each BP Sondrio share, implying an offer price of €9.527 per share based on the previous day’s closing prices – a 6.6% one-day takeover premium. Prior to completion, the companies can pay dividends corresponding to their FY’24 profits, where Bloomberg estimates that BP Sondrio and BPER will distribute €0.80 and €0.60 per share, respectively, both around May 2025. Any further dividends will lead to an adjustment to the ratio. BPER aims to acquire at least 50% of BP Sondrio shares to gain de jure control over the bank, but it can waive this if it secures at least 35% of the share capital. If it acquires more than 90% of BP Sondrio, it will not restore a free float sufficient for regular trading, and at 95% ownership, BPER will pursue a squeeze-out. The exchange offer’s effectiveness is conditional on: (i) antitrust approvals, (ii) a 50% + 1 BP Sondrio share minimum acceptance, (iii) no material change in BP Sondrio’s business, (iv) no transactions by BP Sondrio that could jeopardise the deal, (v) receipt of prior authorisations without conditions, (vi) no unfolding of material fact that could prevent the deal, and (vii) a customary MAC. BPER may waive any of the above in whole or in part, and, as stated above, BPER reserves the right to partially waive the minimum acceptance condition, provided it secures 35% + 1 BP Sondrio share, a threshold condition that can’t be waived. Additionally, the transaction requires BPER shareholder approval for a related capital increase and, as such, an EGM will be held on 18-Apr-25. BPER filed the offer document with Consob on 26-Feb-25 and has submitted all necessary applications to the ECB, the Bank of Italy, IVASS, and other relevant authorities. These approvals cover not only the direct acquisition of BP Sondrio but also the indirect acquisition of Banca della Nuova Terra, as well as the acquisitions of subsidiaries Factorit, Alba Leasing, Unione Fiduaciaria, and Polis SGR, alongside certain by-law amendments. Consob will approve the offer document only after receiving all required authorisations. Separately, BPER has submitted applications concerning (i) concentration control, (ii) “golden power” approval from the Italian government, (iii) FINMA’s approval for BP Sondrio’s Swiss subsidiary, and (iv) any other necessary regulatory clearances. The bank confirmed that it has also provided all required communications, requests, and pre-notifications to the competent authorities. The offer document will only be published when Consob approves it, potentially in ...
February 26, 2025 | Consumer Discretionary | Europe | Active
Just Eat Takeaway / Prosus : Deal Insight
On 24-Feb-25, Prosus, the Dutch technology investor and subsidiary of South Africa’s Naspers (NPN SJ), announced an agreement to acquire Just Eat Takeaway.com (“JET”) in an all-cash deal valued at €4.1bn. Structured as a public tender offer, Prosus is offering €20.30 in cash per JET share, cum-dividend, which implies a 63.3% one-day takeover premium. JET’s board unanimously recommends the offer and JET’s CEO and board members, collectively holding 8.1% of the target, have agreed to tender their shares into the offer. Prosus said it plans to finance the acquisition using its existing cash resources. The offer is subject to a 95% minimum acceptance threshold that will be lowered to 80% if JET shareholders approve the resolutions necessary for an asset sale and liquidation. Prosus retains the right to unilaterally reduce the threshold to 67%, thus providing it with flexibility to close the deal. If Prosus secures at least 95% of JET, it will initiate a statutory squeeze-out procedure, and if it obtains at least 80% but less than 95%, the companies have agreed to execute a post-closing asset sale transaction. This entails transferring all JET’s assets and liabilities to Prosus at the same price per share as the offer. Subsequently, JET would be liquidated, with a distribution to shareholders equal to the offer price, net of applicable taxes and without interest. The asset sale and liquidation requires approval by JET shareholders. Prosus has committed to several non-financial covenants, including maintaining JET’s headquarters in Amsterdam, retaining key brands, and supporting the company’s previously communicated strategy. The buyer has also pledged not to pursue a break-up of JET and to fund its growth initiatives, with no material workforce reductions, and plans to offer retention and incentive arrangements to JET’s employees and management. These covenants will remain in effect for two years post-closing, and two independent JET supervisory board members will oversee compliance. Otherwise, the offer is subject to customary conditions, including the absence of a material breach of the merger agreement and no MAC. JET will pay a €41m termination fee if it terminates the agreement to accept a superior offer; Prosus will pay €410m if the deal fails due to regulatory reasons. Prosus has identified certain regulatory jurisdictions requiring approvals, including the EU and the UK, and intends to engage with regulators promptly. JET needs to complete the works council consultation process before proceeding with the offer, which it intends to initiate “as soon as feasible.” The tender offer will only launch in ...