April 01, 2021 | Real Estate | North America | Active
Brookfield Asset Management (BAM/A CN, BAM US) has confirmed a definitive deal to take private Brookfield Property Partners (BPY-U CN, BPY US). BAM already holds 61.7% economic interest of BPY, and on 1-Apr-21, BPY’s independent board members agreed to an increased offer, which will be structured as an Ontario court-approved transaction. The offer price represents a 10% premium to BAM’s earlier proposal made on 4-Jan-21 and a 26% premium to BPY’s 31-Dec-20 undisturbed price. Under the agreement, BPY unitholders can ... Deal risks assessed in this report: Shareholder activism leading to a breach in the 5% dissenters’ cap threshold.
March 21, 2021 | Industrials | North America | Active
On 21-Mar-21, Canadian Pacific Railway agreed to acquire its smaller rival, Kansas City Southern in a cash and stock takeover worth $29bn, which would make this Canadian Pacific’s biggest acquisition to date. The offer valued Kansas City Southern at $275 per share based on closing prices on 19-Mar-21, a one-day premium of 23%. Kansas City Southern's perpetual preferred holders (KSU 4 PERP Pfd) will receive $37.50 in cash for each preferred share. Canadian Pacific’s President and CEO, Keith Creel, will lead the merged company, to be renamed Canadian Pacific Kansas City (CPKC), and the company will be headquartered in Calgary with regional headquarters in Kansas City, Mexico City, and Monterey ... Deal risks assessed in this report: Activism against waiver for KSU; complainants cause the Department of Justice (DoJ) and Surface Transportation Board (STB) to question the appropriateness of the voting trust.
March 15, 2021 | Telecom | North America | Active
On 15-Mar-21, Canadian telecoms giant Rogers announced a definitive agreement to acquire rival Shaw in an all-cash deal worth CAD 26bn, including CAD 6bn of debt. The offer price represents a 69.5% premium to Shaw’s Class B closing price on the previous trading day. Rogers will acquire all of Shaw’s Class A and Class B shares, and the Shaw family trust, which owns 79% of the super-voting and less liquid Class A shares as well as 7% of Class B shares, will receive Rogers Class B shares in exchange for 60% of their stake ... Deal risks assessed in this research report: Extensive vertical antitrust scrutiny expected; 4-to-3, with top 3 controlling 89.2% of the Canadian wireless market.
March 08, 2021 | Financials | North America | Active
Apollo has announced a definitive offer to acquire the 65% that it doesn’t already own in Athene Holding, the insurance and retirement services firm that Apollo created at the peak of the financial crisis in 2009. At the time of the announcement, excluding dividends, the all-stock offer was worth $56.94 per Athene share, representing a one-day premium of 16.5%; currently, consideration is worth 8.1% less. Upon closing, Apollo shareholders will own approximately 76% of the combined company while Athene shareholders will hold the remaining 24%. Concurrent with the takeover, Apollo also intends to simplify its shareholding structure into a single class of voting shares such that it will become eligible to be included in the S&P 500, which currently excludes dual share class companies ... Deal risks assessed in this research report: Small reverse termination fee; timing lagging beyond mid-November leads to being short another Apollo dividend.
March 05, 2021 | Technology | Europe | Active
On 5-Mar-21, Aggreko, a leading global supplier of power equipment, confirmed a definitive agreement to be acquired by a private equity consortium consisting of TDR Capital and I Squared Capital (50/50 each in equity commitments). Through the public-to-private leveraged buyout, which will be implemented via a UK scheme of arrangement, Aggreko shareholders are being offered 880p cash per share, representing a 39% premium over Aggreko’s undisturbed price on 4-Feb-21. The consideration will be reduced if the scheme becomes effective after any Aggreko dividend record date, and this includes the company’s recently announced final dividend of 10p per share (payable to shareholders on record as of 23-Apr-21) ... Deal risks assessed in this research report: Unexpected antitrust or foreign investment scrutiny; failure to attract counterbids; debt financing wobbles.
February 24, 2021 | Health Care | North America | Active
Within the Pharmaceutical Outsourcing (PO) industry, M&A among Contract Research Organisations (CRO) slowed in 2020 since COVID-19 caused many clinical trials to be delayed. Now, with stresses of the pandemic somewhat subsiding, and new technology advances to conduct decentralised trials, consolidation within the CRO subsegment is ramping up. Dublin-based ICON and North Carolina-based PRA Health Services are the latest CROs to agree to a tie up, and a definitive agreement was signed on 24-Feb-21. Deal risks assessed in this research report: Horizontal antitrust in creating the #2 player globally; acquirer vote or bid, since shares are -11.6% since announcement.
February 10, 2021 | Technology | Global | Active
State-of-the-art computer chips underpin many of today’s strategically important emerging technologies and are vital to the balance of global military power, owing to their use in telecom networks, high-performance computing, Internet of Things (IoT), artificial intelligence (AI) and next-generation weapons platforms. Gaining the technology upper hand requires control over their production, and both China and the US profoundly recognise that semiconductor technology and fabrication is critical to reaching their respective goals of global economic and military superiority. Unfortunately for China, although the semiconductor supply chain is global, its foundation is based largely on US technology, and the world’s leading chipmakers, from Qualcomm to Samsung to TSMC, all rely on the tools and intellectual property of only a handful of mostly American companies. This dependence on foreign technology has created challenges for China, exemplified by the Trump administration’s attempts to cut Huawei’s access to key technologies, subsequently putting the Chinese company into survival mode while hampering Beijing’s strategic ambitions in 5G. For Washington, implementing export controls and placing restrictions on Chinese companies is necessary to protect US economic competitiveness and national security. But this approach comes with risks, including reciprocal actions by China against US businesses. Armed with the ability to block or significantly delay a transaction, China’s State Administration for Market Regulation (SAMR) arguably offers an effective retaliatory tool against US trade aggressions. In this report, we assess this risk against five pending large cap semiconductor deals – Dialog, Inphi, Maxim, Siltronic, and Xilinx. We speak with experts to explain the reasons behind SAMR delays and assess precedents to determine the extent of political influence on China's merger control outcomes. Based on China’s key semiconductor priorities, we identify which deals are the ‘riskiest’ and most prone to a lengthy review at SAMR.
February 09, 2021 | Financials | Europe | Active
French financial cooperative BPCE has offered to buy out minority shareholders of its troubled investment banking subsidiary, Natixis, for €4.00 per share (cum dividend). The acquirer is trying to buy the remaining 29.3% that it does not already own through a public tender offer at a 15.5% premium over Natixis’ share price on 5-Feb-21, and a 39.6% premium to the target’s closing price on 11-Jan-21, the day before the market began to speculate of a renewed corporate event. In July 2020, the Financial Times broke a story about BPCE exploring a buyout for its remaining stake, but after BPCE confirmed that it did not intend to file a draft tender offer for Natixis, the acquirer was reportedly subject to a mandatory six-month lock-up, which only expired on 17-Jan-21. We now have a firm offer ... Deal risks assessed in this research report: Deal termination upon failure to reach the 90% minimum acceptance threshold (due to activist-BPCE game theory).
February 08, 2021 | Technology | Europe | Active
Semiconductor consolidation continues unabated in 2021 with the 8-Feb-21 announcement of a definitive offer by Japanese chip manufacturer, Renesas Electronics, for Anglo-German semiconductor company, Dialog Semiconductor. The agreed offer price is €67.50 per share, a headline premium of 20.3% and 28.9% higher than Dialog’s undisturbed share price on 4-Feb-21, the day before rumours of a tie-up hit the headlines. The transaction is structured as a UK scheme of arrangement and, accordingly, requires 75% approval by Dialog’s shareholders at a Court Meeting and EGM; approval by Renesas shareholders is not required ... Deal risks assessed in this research report: Delays due to antitrust or national security reviews; antitrust risks from SAMR; national security risks from the UK.
February 03, 2021 | Health Care | North America | Active
Marijuana stocks rallied on 3-Feb-21 after Jazz Pharmaceuticals (“Jazz”) agreed to a $7.2bn cash and stock acquisition of GW Pharmaceuticals, a drug company known for a cannabis-derived medication for epileptic seizures. Representing a 50% premium to GW’s previous day’s close, Jazz’s offer is for $220.00 per GW ADS through $200 in cash and $20 in Jazz shares ... Deal risks assessed in this research report: Pushback from Congress on US cannabis policy reforms; scrutiny of pipeline overlaps; hedging leakage from collar.
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