July 18, 2022 | Technology | North America | Active
Twitter / Elon Musk : In-Depth Report
The battle over Twitter’s future is now moving into a courtroom in Delaware. On 12-Jul-22, Twitter filed a lawsuit in the Delaware Court of Chancery, asking the court to order Elon Musk to complete a takeover that he is now trying to back out of. Days earlier, Musk’s lawyers had sent a notice of termination letter to Twitter on grounds that the social network breached its obligations in the merger agreement by failing or refusing to provide bot and financial information as requested, and by not obtaining consent before deviating from conducting business in the ordinary course. Lawyers and most risk arbitrageurs we have spoken to believe Musk’s legal team has...
June 14, 2022 | Real Estate | North America | Active
Duke Realty / Prologis : Deal Insights
On 13-Jun-22, real estate investment trust (REIT) Prologis entered into a definitive agreement to buy smaller rival Duke Realty in an all-stock transaction. Duke shareholders will receive 0.475 Prologis share for each Duke share held. Based on Prologis’ closing price on 10-Jun-22, the offer values Duke at $55.69 per share, implying 11.9% one-day premium. Prior to the definitive announcement, Prologis made an unsolicited bid for Duke on 10-May-22 at a lower, 0.466 merger ratio, which then implied $61.68 per Duke share and a one-day premium of 29%. The accepted offer is a 16.7% premium to Duke’s undisturbed price on 9-May-22. The merger parties may declare quarterly distributions up to $0.28 per Duke share and $0.79 per Prologis share, and we assume that these will be paid through completion. The upcoming Prologis and Duke ex-dividend dates are ...
June 09, 2022 | Technology | North America | Active
Black Knight / ICE : Deal Insights
On 4-May-22, NYSE owner Intercontinental Exchange (“ICE”) announced that it entered into a definitive agreement to buy mortgage software provider, Black Knight, in a cash and stock deal valued at $13.1bn. Black Knight shareholders can elect for the consideration either in cash or in stock, and the election will be subject to proration such that the cash consideration will total $10.505bn. The stock portion represents around 20% of the total consideration, and we assume the default to non-electing shareholders: $68 + 0.1440 ICE US. Of note, the calculation for the all-cash consideration is $68.00 + the value of 0.1440 ICE US x the 10 consecutive trading-day average VWAP of ICE on the NYSE, ending three trading days prior to closing. With ICE shares -11.6% since the definitive announcement, the mixed and all-stock offers are now worth...
May 31, 2022 | Technology | North America | Active
VMware / Broadcom : Deal Insights
US chipmaker Broadcom is bolstering its software portfolio by pursuing a massive strategic acquisition of VMware through a stock-and-cash transaction valued at $69bn. Confirmed on 26-May-22, VMware shareholders can elect to receive $142.50 in cash or 0.2520 Broadcom shares for every VMware share they own, subject to proration, which will result in the total consideration paid consisting of 50% in cash and 50% in Broadcom shares. Based on Broadcom’s previous day’s closing price and assuming 50%/50% consideration, the offer implied a value of $138.23 per VMware share and a 44% premium to VMware’s share price on 20-May-22, the day before the WSJ speculated about a deal. While VMware will continue to not pay a dividend, Broadcom intends to maintain its quarterly dividend policy. The takeover is unanimously approved by the boards of both companies and requires antitrust approvals from the US, Europe and other jurisdictions. An HSR application will be made within ...
May 24, 2022 | Consumer Discretionary | Europe | Active
Swedish Match / Philip Morris International : Deal Insights
Marlboro maker Philip Morris International (“PMI”) has bid to acquire Stockholm-based Swedish Match, a nicotine pouch manufacturer, for SEK 161.2bn. The SEK 106 per share offer, announced on 11-May-22, is cum dividend and, accordingly, future distributions, including Swedish March’s SEK 0.93 per share dividend (ex-11-Nov-22), will downwardly adjust the offer price. Nonetheless, the headline offer is a 39.4% premium over the target’s undisturbed price on 9-May-22, the day before The Wall Street Journal reported that the companies were in talks. The deal is structured as a public tender offer and is subject to a 90% minimum acceptance condition as well as to regulatory conditions from competition authorities in the US, EU, and Brazil, among others. PMI has already filed regulatory applications and expects to receive all clearances before the end of the acceptance period; it can waive any or all conditions to closing, including the minimum acceptance condition. There is no financing condition, but ...
May 23, 2022 | Industrials | Europe | Active
HomeServe / Brookfield Asset Management : Deal Insights
British repair and emergency services provider HomeServe has agreed to be sold to Canada’s Brookfield Asset Management for £4.1bn under a UK scheme of arrangement. Under the terms, announced on 19-May-22, Brookfield will pay 1,200p for each HomeServe share, representing a 71% premium to HomeServe’s closing share price on 23-Mar-22, the last business day before the companies publicly disclosed a possible offer. Since that time, HomeServe said it received a number of conditional offers from Brookfield, which needed extensions to its PUSU before agreeing to a firm deal. If any dividends are paid by HomeServe, Brookfield reserves the right to reduce the offer price by such amount paid. Scheme effectiveness is subject to approval by at least 75% of HomeServe shareholders and 12.8% of the company's shares – held by the target’s board (8.01% stake, inclusive of founder Richard Harpin (7.38%)), plus Katherine Harpin (4.76%) – support the deal. Other conditions include...
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 ...