May 25, 2021 | Real Estate | Europe | Active
On 25-May-21, Germany’s largest listed residential landlord, Vonovia, signed a definitive agreement to acquire the country’s second largest listed landlord, Deutsche Wohnen, through an all-cash voluntary takeover offer. The transaction is the largest in Europe this year so far and the largest German M&A deal in the last four years. Deutsche Wohnen shareholders are being offered €53.03 per share, cum dividend, which consists of €52.00 in cash plus the target’s ordinary annual dividend of €1.03 per share (ex- on 2-Jun-21, payable 4-Jun-21 after a resolution will be passed at the company’s AGM on 1-Jun-21). The consideration is a premium of 17.9% to Deutsche Wohnen’s closing price on 21-May-21, before speculation on talks surfaced. Subject to a review of the offer document, the target’s management and supervisory boards will ...
May 20, 2021 | Industrials | Australia | Active
On 10-May-21, billionaire Kerry Stokes’ industrial conglomerate Seven Group Holdings (“SGH”) made an ambitious AUD 6.50 per share takeover bid for all of Boral in an attempt to further solidify its ownership in Australia’s largest supplier of construction materials and building products. SGH already owns 23.18% of Boral, which it acquired over a period of 14 months, and this unsolicited cash tender offer aims to increase its stake to over 30%. It is a nil-premium offer to the previous day’s close, but SGH has pitched the bid as: (i) an 18% premium to Boral’s share price on ...
May 17, 2021 | Healthcare | Europe | Active
On 12-May-21, private equity firm Clayton, Dubilier & Rice entered into a definitive agreement to acquire London-listed healthcare services provider, UDG Healthcare, for 1,023p per share via a UK scheme of arrangement. The offer implies a one-day premium of 21.5% to the previous day’s close and the price will be reduced by any dividends that UDG distributes (no dividend was declared in UDG’s interim results). As a scheme, the acquisition requires approval from 75% of UDG shareholders present and voting at the Court Meeting and EGM. UDG directors holding 0.16% have offered irrevocable commitments to vote in favour, and small cap institutional investor Kabouter Management, which holds 5.5% of UDG, has written a letter of ...
May 12, 2021 | Consumer Discretionary | Australia | Active
Despite facing COVID-19 and regulatory troubles that have caused two of its three casinos to close, Australia’s largest casino operator, Crown Resorts, has emerged as an attractive takeover target and is now the focus of a potential bidding war between a private equity firm (Blackstone), a strategic buyer (Star Entertainment Group, SGR AU) and a US investment fund (Oaktree Capital). Initially, following a February 2021 Bergin Inquiry report that threatened to cancel Crown’s Australian gaming license, financial sponsor Blackstone made an unsolicited offer on 22-Mar-21 to acquire the casino operator for AUD 11.85 per share. On 10-May-21, Blackstone increased its proposal to AUD 12.35 per share, but in an unexpected twist, within 10 minutes, Crown’s rival, Star, came in with nil-premium all-stock offer that includes a sweetener in the form of ... Deal risks assessed in this research report: • Commission hearings • Regulatory challenges • The parties come together with a lower offer
May 11, 2021 | Industrials | Asia | Active
On 28-Apr-21, Hitachi Metals agreed to a tender offer from a Bain Capital-led consortium that also includes Japan Industrial Partners (JIP) and Japan Industrial Solutions (JIS). The JPY 2,181 per share offer represents a one-day premium of 15.1% over the previous day’s close and a 74.5% premium to when speculation arose that its parent and 53.38% shareholder, Hitachi (6501 JP), planned to sell its listed subsidiaries, back in October 2019. Under the deal terms, only after the consortium receives all required approvals will the tender offer commence, which it expects will be “around late November 2021”, and the offer will be open for 20 business days. After completion of tender offer, the consortium will purchase all shares from Hitachi through a share repurchase at ... Deal risks assessed in this research report: • Antitrust scrutiny, leading to delays • Operating underperformance at Hitachi Metals over the life of the deal
April 26, 2021 | Technology | North America | Active
Within a week of completing its $10.2bn buyout of real estate software company, RealPage, Thoma Bravo confirmed a $12.3bn definitive agreement to acquire cybersecurity company, Proofpoint, in what will be the largest software LBO since Hellman & Friedman’s $11.0bn Ultimate Software takeover in 2019. The sponsor’s offer is a 34% one-day premium over Proofpoint’s undisturbed price, and the deal has been unanimously approved by the Proofpoint board. Conditions include target shareholder approval, antitrust approvals (US and other jurisdictions) and foreign investment approvals, with HSR expected to be filed within ... Deal risks assessed in this research report: • Unexpected antitrust scrutiny based on the 12 security companies already owned by Thoma Bravo
April 20, 2021 | Industrials | North America | Active
Exactly one month after KSU entered into a definitive agreement to be acquired by Canadian Pacific, rival Canadian National (“CN”) unexpectedly gate-crashed the transaction with an unsolicited, competing cash and stock offer. At the time, CN’s counterbid was worth $325 per KSU share, a 21% premium to CP’s cash and stock bid, and is currently worth $315 per share. The latest offer is a healthy 45% premium to KSU’s undisturbed price on 19-Mar-21 and, if accepted, would result in KSU shareholders owning just 12% of the enlarged CN. KSU preferred shareholders will ... Deal risks assessed in this research report: • Complaints that cause regulators to hesitate on the voting trust • Competing bids disappear
April 15, 2021 | Health Care | North America | Active
On 15-Apr-21, medical device maker Thermo Fisher entered into a definitive agreement to acquire PPD, a leading Contract Research Organisation (CRO). This is the second major CRO deal in as many months, following PRA Health Sciences (PRAH US) / ICON (ICLR US), announced in late February, and marks a decisive move by Thermo Fisher to become a leader in this growing and profitable space. Thermo Fisher’s all-cash offer represents a takeover premium of 24% to PPD’s closing price on 13-Apr-21, before the media disclosed talks. The deal has been approved by both companies’ boards and has already received approval by ... Deal risks assessed in this research report: • Divestiture cap of 10% of PPD sales gets tested • Unexpected in-depth reviews by antitrust regulators
April 13, 2021 | Consumer Discretionary | Europe | Active
Following a 24-Mar-21 Rule 2.4 announcement confirming a possible combination, on 13-Apr-21, US-based gaming and entertainment company Bally’s entered a firm agreement to acquire UK online gaming company Gamesys. Uniquely, in this deal, while target shareholders can elect to receive all-cash or all-stock, there is a significant, 25.9% discrepancy between the election values. The higher consideration, aimed at most of the shareholders, is 1,850p per share in cash, a 12.7% premium to Gamsys’ undisturbed price on 23-Mar-21. Since the announcement of a possible combination, Gamesys shares have traded through both offer ... Deal risks assessed in this research report: • Competitve bidding or a bump does not emerge • Stringent US state antitrust reviews, leading to timing delays
April 12, 2021 | Technology | North America | Active
On 12-Apr-21, Microsoft entered into a definitive agreement to acquire AI solutions provider, Nuance Communications, in a move that will bolster the software giant’s healthcare cloud strategy significantly. Representing a one-day takeover premium of 23%, the transaction has been blessed by both companies’ boards, and approval will be sought from Nuance shareholders, but not from Microsoft shareholders. The deal is also subject to antitrust approvals from ... Deal risks assessed in this research report: • Political context related to President Biden's new appointments to the Department of Justice and FTC • Antitrust scrutiny into Microsoft’s dominance within technology and growing presence in healthcare
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