May 26, 2023 | Energy | North America | Active
PDC Energy / Chevron : Deal Insights
Energy giant Chevron agreed on 22-May-23 to acquire exploration and production company PDC Energy in an all-stock deal with an equity value at announcement of $6.3bn, or $72.00 per share. PDC shareholders will receive 0.4638 Chevron shares for each PDC share held, implying a 11% premium to the previous day’s close and a 14% premium to PDC’s average closing price over the prior 10 undisturbed trading days. Both companies’ boards have approved the deal, which is subject to HSR approval (a filing to be made by 5-Jun-23) and PDC shareholder approval (50%); Chevron shareholder approval is not required. The preliminary proxy is expected to be filed within 30 days (by 20-Jun-23) and the PDC shareholder meeting will be held within 40 days from the definitive proxy. The merger agreement contains customary representations, warranties, covenants, and MAC clauses with specific carve-outs for pandemics and ...
May 18, 2023 | Materials | Australia | Active
Newcrest / Newmont : Deal Insights
American gold miner Newmont agreed on 14-May-23 to acquire Australian rival Newcrest for an equity value of AUD 26.2bn through an all-stock Australian scheme of arrangement. Newcrest shareholders will receive 0.40 Newmont shares or Chess Depository Interests (CDIs) for each Newcrest share held, giving them 31% ownership of the combined group. In addition, target holders will receive a special dividend of up to USD 1.10 per share once the scheme becomes effective. The definitive agreement comes after Newcrest rejected Newmont’s previous non-binding proposal made on 5-Feb-23 at a 0.38 merger ratio, then worth AUD 27.16 per share and representing a 21% takeover premium. Newmont came back with a “best and final” offer on 11-Apr-23, which increased the merger ratio to 0.40 and added the special dividend, with the proposal then equating to AUD 32.87 per share. Currently, including the special dividend, the accepted offer consideration represents a ...
May 05, 2023 | Technology | Europe | Active
Majorel / Teleperformance : Deal Insights
French call centre operator Teleperformance announced on 26-Apr-23 its plan to acquire its smaller Dutch-listed and Luxembourg-incorporated rival, Majorel, through a cash and stock voluntary takeover offer. Having received irrevocable undertakings from the target’s main shareholders, who collectively own 78.98% of Majorel, Teleperformance intends to launch a tender offer for 100% of the company at a headline price of €30 per Majorel share. At the initial announcement, the cash consideration offered Majorel shareholders a 43.2% premium to the previous day’s closing price. Majorel shareholders can alternatively elect to receive Teleperformance shares for a portion of the total consideration, at an exchange ratio of 0.1382. Importantly, this is capped at a maximum of 1/3 of the target’s equity (€1bn, approximately 4.6m Teleperformance shares), and if share elections exceed the cap, elections will be scaled down on a ...
May 04, 2023 | Technology | Europe | Active
SimCorp / Deutsche Boerse : Deal Insights
Deutsche Boerse announced on 27-Apr-23 that it has agreed to pay €3.9bn to buy Danish financial software company SimCorp, as it looks to bolster its data and analytics business. In a statement, the German stock exchange operator confirmed it would offer DKK 735 per share through a voluntary takeover offer under Danish law, representing a 38.9% premium to SimCorp’s closing price on 26-Apr-23. The target board intends to unanimously recommend that shareholders accept the offer and has irrevocably undertaken to accept it, subject to any restrictions under their remuneration policy or incentive programme. The board’s decision is supported by a fairness opinion received from its financial advisor, Credit Suisse. The offer is conditional on a minimum acceptance condition of ...
April 19, 2023 | Industrials | North America | Active
Triton / Brookfield Infrastructure : Deal Insights
Canadian infrastructure operator Brookfield Infrastructure Partners (BIP US) announced on 12-Apr-23 that it will take private Bermuda-based and US-listed freight container lessor Triton International in a cash and stock transaction at an equity value of $4.7bn and a total enterprise value of $13.3bn. The headline offer consideration is $85 per Triton share, made up of $68.50 in cash and $16.50 in Brookfield Infrastructure Corporation (BIPC US), a subsidiary of BIP; the price represents a 35% one-day premium. The transaction has been unanimously approved by Triton's board of directors and closing conditions include approval by Triton shareholders (50%) as well as national security clearance from CFIUS and antitrust approvals from the US, EC, and China. The preliminary proxy will be filed within 30 business days (by 22-May-23) while HSR and CFIUS notifications will be presented within 20 business days (by 8-May-23). BIPC shareholder approval is not required. The merger agreement also contains customary clauses on ...
April 18, 2023 | Health Care | North America | Active
Prometheus / Merck : Deal Insights
Pharmaceutical giant Merck has agreed to buy biotechnology company Prometheus Biosciences for $10.8bn, the companies announced on 16-Apr-23. The $200 per share offer implies a 75.4% premium to Prometheus’s undisturbed price on 14-Apr-23. The merger agreement, signed the next day, sets out conditions to closing that include Prometheus shareholder approval (50%) and antitrust approvals (only HSR is specifically mentioned). Prometheus is subject to no-solicitation with a customary fiduciary-out and a burdensome conditions clause restricts the companies from taking any action which “would have any more than an immaterial effect on the business, operations or financial condition of the company [Prometheus].” On timing, the preliminary proxy will be filed within 10 business days (by 28-Apr-23) and HSR notification within five business days (by 21-Apr-23). Completion is expected in 3Q’23 against a long-stop date of 15-Apr-24, the companies said. The termination fee is $325.4m and an RTF is $650.7m. While funding is not a condition to closing, Merck will finance the takeover through cash and commercial paper, or through new debt issuance; the acquirer currently has $13.2bn of cash and equivalents on its balance sheet and currently has net leverage of ...
April 17, 2023 | Industrials | North America | Active
National Instruments / Emerson Electric : Deal Insights
Diversified industrial manufacturer Emerson Electric (“Emerson”) has agreed to acquire its smaller automation solutions rival, National Instruments (“NI”), for $8.2bn, the companies disclosed on 12-Apr-23. The $60 per share offer represents a 49% premium to NI’s undisturbed price on 12-Jan-23, the day before the target announced it would undertake a strategic review. Emerson, which currently owns 2% of NI, first made a play for the company on 25-May-22 when it privately tabled a $48 per share proposal. A bidding war followed that included rival Fortive (FTV US) and Keysight Technologies (KEYS US). NI succumbed to pressure from the potential suitors and on 13-Jan-23 launched a strategic review and formal sale process after Emerson threatened to challenge the NI board if it declined to engage in discussions. A few days later, on 17-Jan-23, Emerson publicly disclosed its $48 per share proposal from May 2022 and also revealed that it had subsequently revised its bid on 3-Nov-22, to $53 per share. The $53 proposal was restated on 11-Jan-23, and Emerson said it was making the offer public because NI refused to engage. After confirming receipt of Emerson’s proposals, NI announced that the companies were amicably discussing a deal. Reuters reported on 12-Apr-23 that the bidding process was “tightly contested” until the last minute and that NI extended the deadline for final bids several times ...
April 13, 2023 | Real Estate | North America | Active
Life Storage / Extra Space Storage : Deal Insights
Extra Space Storage, the second largest operator of self-storage properties in the US, entered into a definitive agreement on 3-Apr-23 to acquire its smaller rival, Life Storage, through an all-stock merger. The companies operate as REITs, and under the terms of the agreement, Life Storage shareholders will receive 0.8950 Extra Space shares for each Life Storage owned, valuing the target at $12.7bn and representing a consideration of $145.82 per share based on Extra Space’s closing share price on 31-Mar-23. Both boards of directors have unanimously approved the merger. Upon closing, Extra Space and Life Storage shareholders will own 65% and 35% of the combined company, respectively. The merger consideration implies an 11.2% one-day takeover premium and a 31.9% premium over Life Storage’s undisturbed price on 3-Feb-23, the last trading day prior to Life Storage disclosing that it had received an unsolicited all-stock offer worth $129.31 per share from its larger peer and the largest self-storage operator in the US, Public Storage (PSA US) ...
March 31, 2023 | Financials | Europe | Active
Credit Suisse Group / UBS Group : Deal Insights
On 19-Mar-23, UBS agreed to buy and restructure its stricken smaller Swiss rival, Credit Suisse, for $3.2bn (CHF 3bn), after the country’s financial authorities intervened to ensure financial stability. Prior to the merger announcement, the embattled bank's share price had declined 75.1% in the space of 12 months, and “given recent extraordinary and unprecedented circumstances, the announced merger represents the best available outcome,” Axel Lehmann, chairman of Credit Suisse, said. The Swiss Federal Department of Finance, the Swiss National Bank (SNB) and the Swiss Financial Market Supervisory Authority (FINMA) said they told Credit Suisse and UBS to enter into a merger agreement to “ensure stability for the bank’s customers and for the financial center.” Switzerland's central bank said it will grant liquidity lines to the banks of up to CHF 100bn, backed by a default guarantee, under the deal, while the Swiss government will provide more than $9bn to cover potential losses that UBS might incur due to the merger. The emergency ordinance, enacted by the Swiss Federal Council, was designed to ensure the liquidity of Credit Suisse until the takeover completes. Additionally, FINMA informed Credit Suisse that its additional Tier 1 capital of CHF 16bn will be completely written off. Within hours of the announcement, global central bankers, including the US Federal Reserve and the SNB announced an expanded dollar swap line, an international lending operation to provide “an important liquidity backstop to ease strains in global funding markets.” ...
March 29, 2023 | Industrials | Asia | Active
Toshiba / JIP-led Consortium : Deal Insights
On 23-Mar-23, Toshiba’s board of directors accepted a JPY 4,620 per share takeover offer from a consortium led by private equity firm Japanese Industrial Partners (JIP), a move that could end years of disarray for the Japanese conglomerate. The $15.2bn bid has been accepted, but Toshiba’s board has so far withheld a formal recommendation, for two reasons: (i) the accepted bid has been lowered multiple times since JIP’s initial JPY 5,500 offer made in November 2022, and (ii) “new circumstances may arise” between now and when the tender offer commences, expected in late July 2023. The announcement confirms that the target board may reconsider its recommendation prior to the tender offer opening. Concurrent with the M&A announcement, Toshiba has decided to not pay its annual dividend, which would have been distributed to shareholders on record on 31-Mar-23. Conditions to closing include antitrust clearances from relevant authorities in the US, Canada, the UK,
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