June 11, 2025 | Industrials | North America | Active
Chart / Flowserve : Deal Insight
On 4-Jun-25, US industrial equipment manufacturer Chart Industries (“Chart”) agreed to merge with Flowserve, a maker of flow control systems, in an all-stock transaction aimed at creating a leader in industrial process technologies. Under the terms of the definitive agreement, Chart shareholders will receive 3.165 Flowserve shares for each Chart share and the transaction is being touted as a “merger-of-equals”, whereby upon completion, Chart shareholders will own 53.5% of the merged entity, while Flowserve shareholders will hold the remaining 46.5%. Although Chart shareholders will hold the majority of the combined entity’s shares, for all intents and purposes, and for risk arbitrage calculations, Chart is considered the ‘target.’ Based on Flowserve’s closing share price on 3-Jun-25 ($50.52 per Flowserve share), at announcement, the merger ratio valued Chart at $159.90 per share, a -1.0% discount to Chart’s $161.59 undisturbed share price. Flowserve is permitted to continue paying its quarterly dividend, up to $0.21 per share and in-line with its historical practice – upcoming distributions are expected in June (ex-date 27-Jun-25), September (26-Sep-25), then late December, if the merger remains pending. Chart does not currently pay a dividend. Both boards have unanimously approved the deal. The new, combined board will comprise of 12 directors – six from each company. Jill Evanko, Chart’s current president and CEO, will become Chair, while Scott Rowe, Flowserve’s CEO, will lead the enlarged entity as its chief executive. The pro forma company will be headquartered in Texas (Flowserve’s headquarters), while maintaining a presence in both Atlanta (Chart’s headquarters) and Houston, and a global footprint spanning over 50 countries. A new name and branding will be adopted at closing. Conditions to completion include approvals (50%) by both sets of shareholders and regulatory approvals, including under the HSR Act. The merger agreement, dated 3-Jun-25, includes ...
May 28, 2025 | Energy | North America | Active
TXNM Energy / Blackstone Infrastructure : Deal Insight
In a long-term bet on rising electricity demand and modernisation of the US power grid, on 19-May-25, private equity firm Blackstone, through its infrastructure fund Blackstone Infrastructure, agreed to acquire TXNM Energy in an all-cash deal valuing the company at $11.5bn, including debt. The $61.25 per share offer reflects a 15.8% one-day premium over TXNM’s undisturbed share price on 16-May-25. The transaction announced is unanimously approved by TXNM’s board and is expected to close in 2H’26. TXNM will continue to pay dividends until closing, subject to board approval, including a stub dividend calculated for the period between the last declared quarterly dividend and deal completion. The merger parties have contractually agreed to file regulatory notifications no earlier than 90 days after the merger agreement (i.e. not before 16-Aug-25), to the New Mexico Public Regulation Commission (NMPRC), Public Utility Commission (PUC) of Texas (PUCT), Federal Energy Regulatory Commission (FERC), Nuclear Regulatory Commission (NRC), and Federal Communications Commission (FCC). From the 19-May-25 merger agreement, regulatory filings “… shall not occur earlier than ninety (90) days following the date hereof.” An HSR filing will be submitted within 25 business days of a mutually agreed date. This date will be carefully chosen so that the filing occurs less than one year before the expected deal completion, but at least six months before the 18-Aug-26 long-stop date, in order to avoid the need to refile. This addresses FTC regulations, which state ...
May 28, 2025 | Insurance | Europe | Active
Grupo Catalana / Inocsa : Deal Insight
Inoc SA (“Inocsa”), the privately-held controlling shareholder of Spanish insurer Grupo Catalana Occidente (“GCO”), is pursuing a voluntary takeover to acquire the remaining 37.97% stake it doesn’t already own. Inocsa currently holds 62.03% of GCO’s share capital and 63.07% of its voting rights. At announcement, the original offer terms were €50 in cash per GCO share or, alternatively, one new Inocsa Class B share for every 43.8419 GCO shares. On 8-May-25, both terms were adjusted due to (i) a €0.594 GCO dividend and (ii) a €21.0009 Inocsa dividend. Because the permitted adjustment for the GCO dividend was capped at €0.55, the cash offer was revised to €49.45 per share. For the share election, the exchange ratio was updated to one Inocsa Class B share for every 43.8967 GCO shares – equivalent to 0.022781 Inocsa shares per GCO share. The share option is capped at 8m GCO shares (6.66% of GCO’s share capital), with any excess to be paid in cash. There is no mixed consideration, so “GCO shareholders must choose one of the two forms of consideration in their declaration of acceptance of the offer… a combination of both is not possible.” The offer considerations will continue to be adjusted for any distributions through settlement. GCO’s next dividend – €0.2225 per share – is scheduled for early July (ex-date: 7-Jul-25, per Bloomberg). The share ratio was based on a €2,192.10 reference price for new Inocsa shares, within Deloitte’s fair value range provided to Inocsa’s board. Due to rounding (minimum 44 GCO shares required per Inocsa share), shareholders electing the share offer will retain residual GCO shares not exchanged. The offer reflects an 18.3% one-day premium. Conditional to closing is a non-waivable 13.05% minimum acceptance condition, which would bring Inocsa’s stake to 75%. If that threshold is met, Inocsa intends to seek a GCO delisting, subject to shareholder approval and CNMV authorisation, expected within six months post-settlement. If Inocsa crosses 90%, it will pursue a squeeze-out. Inocsa’s board called a shareholder meeting for 30-Apr-25 (first call) or 5-May-25 (second call) to approve the transaction, the capital increase, and related execution terms. The Serra family, Inocsa’s controlling shareholder, was committed to voting in favour. On 30-Apr-25, Inocsa confirmed that all required shareholder approvals on its side were secured, including the capital increase and issuance of new Class B shares. Since the transaction involves Inocsa acquiring a remaining minority interest, the companies have confirmed that ...
May 24, 2025 | Industrials | Europe | Active
The European Union’s (EU) Foreign Subsidies Regulation (“FSR”) introduces new regulatory scrutiny for mergers involving entities backed by non-EU state support. Applicable since July 2023, the FSR was designed to close a major enforcement gap in the EU’s competition regime: while intra-EU subsidies are governed by State aid rules, foreign subsidies previously escaped oversight. Covestro / Abu Dhabi National Oil Company (“ADNOC”) falls under this regime, and on 15-May-25, the merger parties formally notified the European Commission (“EC”) under FSR, triggering a 25-working day Phase I review, with a decision deadline of 24-Jun-25. Unlike merger control, which the EC cleared unconditionally on 12-May-25, the FSR review focuses solely on the potential distortion of competition arising from foreign subsidies. In this context, ADNOC’s sovereign ownership and funding from the Emirati state have prompted scrutiny under a regulation designed to catch such government-backed bids. The EC has already shown it is prepared to go beyond formalities: in the PPF Telecom / Emirates Telecommunications Group (“PPF / e&”) precedent from last year, the only in-depth FSR case concluded so far, a UAE-backed acquirer had to withdraw an unlimited state guarantee and offer behavioural commitments to secure conditional clearance. Covestro / ADNOC will again test how stringently the FSR will be enforced in high-value industrial acquisitions involving state-linked Middle Eastern capital. In parallel, Germany’s foreign investment screening regime presents a second major hurdle for Covestro / ADNOC. The regime empowers the federal government’s Ministry for Economic Affairs and Energy (“BMWE”) to review, seek remedies, or prohibit transactions involving non-EU investors on national security or public order grounds (Following a ministerial reshuffle, the ministry was renamed from BMWK, with Katherina Reiche appointed as its new head.) The BMWE review is expected to display Germany’s evolving stance on foreign state-backed takeovers. While Minister Reiche has pledged greater speed and transparency in the screening process, the broader political climate remains cautious, and Covestro / ADNOC may ultimately test what the government deems acceptable in terms of national security policy. Together, the reviews place Covestro / ADNOC at the heart of shifting EU and German approaches to foreign state-backed investment. This 42-page report examines both regimes in parallel, drawing on case studies and lawyer insights to assess how evolving rules affect deal certainty for sovereign-linked buyers. We explore the risks these reviews introduce, with reference to Covestro / ADNOC, and how early engagement, financial transparency, and operational safeguards can mitigate intervention.
May 15, 2025 | Energy | North America | Active
Parkland / Sunoco : Deal Insight
On 5-May-25, US-based fuel distributor Sunoco LP announced an agreement to acquire Canada’s Parkland in a cash and-stock deal valued at USD 9.1bn, including debt, to create the largest independent fuel distributor in the Americas. Through the transaction, Sunoco, a master limited partnership (“MLP”), will form a new publicly-traded Delaware limited liability company, SUNCorp LLC, which will hold limited partnership units of Sunoco. The SUNCorp units will be economically equivalent to Sunoco’s common units (SUN US) and listed on the NYSE. For two years post-closing, SUNCorp unitholders will receive equivalent dividends to Sunoco unitholders. For completeness, Sunoco also has unlisted Class C units, which represent limited partner interests, and Parkland has US-traded OTC securities, trading under PKIUF US albeit in very limited liquidity (around 40k shares traded per day, sometimes much less). Creating SUNCorp will allow current Parkland shareholders to participate in the combined company’s economics, with corporate tax treatment and without the complexities of direct MLP ownership. Parkland shareholders can elect to receive different allocations of the merger consideration. First, the standard mixed consideration is CAD 19.80 in cash plus 0.295 SUNCorp units per Parkland share, and this implies a 19.4% one-day takeover premium and a 25% premium to Parkland’s seven-day VWAP as of 2-May-25. Alternatively, Parkland shareholders can instead elect to receive either all-cash consideration – CAD 44.00 per Parkland share – or all-stock consideration – at 0.536 SUNCorp units per Parkland share; however, both alternatives are subject to ...
May 13, 2025 | Telecom | Asia | Active
On 8-May-25, Nippon Telegraph and Telephone (“NTT”), Japan’s largest telecom provider, announced a tender offer to acquire all the remaining outstanding shares of its listed subsidiary, NTT Data Group (“NTT Data”), in a take-private valued at JPY 2.37tr (USD 16.4bn). NTT currently owns 57.73% of NTT Data, and the offer price of JPY 4,000 per share represents a 33.7% premium to the target’s closing price of JPY 2,991.5 on 7-May-25. The offer launched on 9-May-25 and will remain open for 30 business days, until 19-Jun-25. Settlement is scheduled to begin on 26-Jun-25. Post-completion, NTT intends to delist NTT Data from the Tokyo Stock Exchange. NTT will fund the offer through bridge loans secured from five domestic financial institutions and, according to NTT, this short-term funding will later be refinanced with long-term debt. The deal is unanimously approved by NTT Data’s board, excluding three of its 11 directors who recused themselves due to conflicts of interest linked to their affiliation with NTT. The main condition of the tender offer is that NTT must acquire at least 8.94% of NTT Data’s outstanding shares. When combined with its existing 57.73% stake, this would bring NTT’s ownership to two-thirds, enabling it to launch a second-step squeeze-out process under Japanese corporate law. As is standard, NTT plans to proceed with the share consolidation via an EGM, which would result in any minority shareholders holding ...
May 09, 2025 | Consumer Discretionary | North America | Active
Skechers / 3G Capital : Deal Insight
On 5-May-25, footwear brand Skechers USA (“Skechers”) agreed to be taken private by 3G Capital for $9.4bn. Under the terms of the definitive agreement, 3G Capital will acquire all outstanding shares for $63.00 per share in cash, implying a 27.6% one-day takeover premium. Target shareholders may alternatively elect a mixed consideration of $57.00 in cash plus one unlisted, non-transferable LLC unit in a newly-formed private parent (“New LLC”). This option applies to both Skechers’ Class A shares (SKX US) and unlisted, super-voting Class B shares, but is subject to a cap of 20% of total shares, where any excess elections will be prorated. The default for non-electing holders is $63.00 cash and, importantly, the mixed consideration is not available for any shares transferred between 2-May-25 and closing. Upon completion, 3G will own around 80% of New LLC. Chairman, CEO and Founder Robert Greenberg, and the Greenberg Family, have entered into a support agreement to elect for the mixed consideration. Written consents from the Greenbergs and affiliated trusts, together controlling 60% of Skecher’s total voting power, means that the deal has effectively secured shareholder approval. According to a Form 13D filed on 5-May-25, Robert Greenberg beneficially owns 92.6% of Class B shares and 55.7% of the total votes. The transaction is unanimously approved by Skechers’ board, following the recommendation by a special committee of independent directors. The deal requires HSR approval in the US (filing due by 9-Jun-25) and other foreign regulatory and FDI clearances. The merger agreement includes ...
May 09, 2025 | Consumer Discretionary | Europe | Active
Deliveroo / DoorDash : Deal Insight
Ahead of a “put-up or shut-up” (“PUSU”) deadline, on 6-May-25, DoorDash and Deliveroo jointly announced a definitive agreement whereby DoorDash will acquire Deliveroo for £2.9bn, offering target shareholders 180p per share in cash. The deal is structured as a court-sanctioned scheme of arrangement and has been deemed as final; the consideration will not be increased unless a competing proposal emerges. DoorDash retains the right to reduce the offer price should Deliveroo declare a dividend with a record date before completion. The initial indicative proposal that triggered the PUSU was confirmed on 25-Apr-25 by Deliveroo, after the UK market close and at the same price, and the bid represents a 22.8% premium to Deliveroo’s undisturbed price on 25-Apr-25. Deliveroo’s board had indicated that it would be minded to recommend a firm offer on the original terms. The scheme requires approval by 75% in value of voting shareholders at the Court Meeting and a simple majority at an EGM. Deliveroo’s independent directors have unanimously recommended the deal as “fair and reasonable,” and Deliveroo CEO Will Shu and other directors holding 6.5% of the company’s share capital have entered into irrevocable undertakings to vote in favour of the scheme. DoorDash secured additional irrevocable commitments from DST Global (5.4%) and Greenoaks Capital (3.5%), bringing the total support to 15.4% of Deliveroo’s issued share capital. Critically, however, Amazon.com (AMZN US, 14.4% stake), has neither ...
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 ...