January 20, 2022 | Technology | North America | Active
Activision Blizzard / Microsoft : Deal Insights
Microsoft is buying scandal-plagued video game giant Activision Blizzard in an all-cash deal worth $69.7bn. The acquisition will make Microsoft one of the world’s video game developers and will give it control of some of the most popular games on the market, including Call of Duty and World of Warcraft. Under the terms of the agreement, signed on 18-Jan-22, Microsoft will pay $95.00 per share, representing a one-day premium of 45%. The deal requires approval from a majority of Activision shareholders, but no vote from Microsoft shareholders is needed. The merger agreement contains customary clauses on representations, warranties, covenants, a MAC which specifically excludes impact of COVID-19, and statutory right of appraisal under the Delaware ...
January 14, 2022 | Technology | Australia | Active
Link Administration Holdings / Dye & Durham : Deal Insights
Canadian software company Dye & Durham (“DND”) has agreed to acquire Australian-listed data services firm Link Administration Holdings in a deal worth AUD $2.9bn. Under the terms of the definitive agreement, signed on 22-Dec-21, DND is offering AUD 5.50 per share. Link shareholders will also be entitled to the following: (i) an AUD 0.03 interim dividend, estimated to trade ex- on 3-Mar-22 and payable in early April 2022; (ii) approximately AUD 0.15 per share representing the proceeds from the pending proposed sale of Link’s Banking and Credit Management (“BCM”) business (to complete prior to closing but paid contemporaneously with the scheme ...
January 11, 2022 | Technology | North America | Active
Zynga / Take-Two Interactive : Deal Insights
In one of the biggest gaming acquisitions to date, Take-Two Interactive (“Take-Two”) agreed on 10-Jan-22 to acquire fellow video game developer Zynga, in cash and stock deal worth $12.7bn. Take-Two is offering $3.50 in cash and $6.36 in Take-Two shares to value Zynga at $9.86 per share, implying a one-day takeover premium of 64%. The agreement includes a collar: the share exchange ratio will be adjusted to deliver a total consideration of $9.86 per Zynga share as long as Take-Two’s 20-day volume weighted average price (VWAP) ending on the third trading day ...
December 22, 2021 | Health Care | Europe | Active
Vifor Pharma / CSL : Deal Insights
On 14-Dec-21, following nearly two weeks of takeover speculation, Australian biopharma giant CSL entered into a definitive agreement to acquire Swiss speciality pharma company, Vifor Pharma, for USD 11.7bn, or USD 179.25 per share. The deal is structured as an all-cash tender offer and is at a 61% premium to Vifor’s undisturbed price on 1-Dec-21, before the market speculated on a possible bid. Vifor’s board unanimously recommends the offer, which is subject to regulatory approvals and an 80% minimum acceptance threshold. Patinex (private), Vifor’s largest shareholder ...
December 22, 2021 | Health Care | North America | Active
Cerner / Oracle : Deal Insights
On 20-Dec-21, Oracle announced its largest ever acquisition after signing an all-cash agreement to purchase electronic health records (EHR) provider Cerner for $28.3bn, or $95.00 per share. The offer price represents a 5.8% one-day premium but a 19.5% premium to Cerner’s undisturbed price on 16-Dec-21, before the Wall Street Journal reported that the companies were in talks. The transaction is subject to regulatory approvals (US and EU named so far) and a 50% minimum acceptance. On timing, antitrust and foreign direct investment filings will be made promptly and HSR will be filed within 30 days (by 19-Jan-22). Oracle can launch the tender offer within ...
December 16, 2021 | Real Estate | Europe | Active
Immofinanz / CPI : Deal Insights
On 3-Dec-21, German-listed and Luxembourg-incorporated CPI Property Group (O5G GR, “CPI”) announced plans to launch a mandatory offer for all outstanding shares in Immofinanz, a leading Austrian real estate company. The offer will be launched once CPI completes a purchase of a 10.6% stake in Immofinanz that, when added to the 21.4% it already holds, will take CPI beyond the 30% mandatory offer threshold required under Austrian takeover law. The additional stake purchase will be through a share purchase agreement with RPPK Immo and requires antitrust approvals from Austria, Germany, the Czech Republic, Hungary, Poland, Romania, Serbia, and Slovakia. The €21.20 per share mandatory offer is not subject to ...
November 30, 2021 | Media | Europe | Active
Daily Mail & General Trust / Rothermere Continuation : Deal Insights
DMGT chairman Jonathan Harmsworth, better known as Lord Rothermere, is seeking to take the publishing group private after nearly a century on the stock market. Under the terms of the definitive agreement, structured as a UK takeover offer, the Rothermere family company, RCL, is offering shareholders £3bn, or 1,263p per share, consideration, comprising: (i) a 255p cash offer, which is 4p higher than RCL’s previous proposal in July 2021; (ii) a 568p special cash dividend, representing cash resources at DMGT after the company received proceeds from the sale of its insurance business, Risk Management Solutions (RMS); (iii) 0.5749 shares of Cazoo (CZOO US), a special stock dividend of the company’s recently deSPAC’d UK online used car business ...
November 18, 2021 | Technology | North America | Active
CyrusOne / KKR, Global Infrastructure Partners : Deal Insights
Data centre real estate investment trust (REIT) CyrusOne has agreed to a $15bn public-to-private buyout by KKR and Global Infrastructure Partners (GIP). The consideration offered is $90.50 cash per share, which represents a 25% premium to CyrusOne’s undisturbed closing price on 27-Sep-21, the day before Reuters reported that CyrusOne was exploring strategic alternatives. Formally announced on 15-Nov-21, the deal is conditional on approval from CyrusOne shareholders (50% of votes cast) as well as on antitrust and foreign investment clearances from relevant authorities. Only the FTC was mentioned in the merger agreement and the parties are expected to file an HSR notification within 10 business days from the date of the agreement (by 29-Nov-21). The transaction is also subject to receipt of an opinion that CyrusOne has been and will be qualified to operate as a REIT from ...
November 11, 2021 | Industrials | Australia | Active
Sydney Airport / Sydney Aviation Alliance : Deal Insights
On 8-Nov-21, Sydney Airport announced it agreed to be bought by a consortium of investors for AUD 23.6bn, a record for an M&A deal in Australia. The consortium, named Sydney Aviation Alliance (“SAA”), is comprised of several Australian and international investment and infrastructure funds, including IFM Australian Infrastructure and IFM Global Infrastructure, AustralianSuper, QSuper, and Global Infrastructure Partners. Another major shareholder, UniSuper, has agreed to roll over its ...
November 10, 2021 | Technology | North America | Active
McAfee / Advent-led Investor Group : Deal Insights
Just a year after its IPO, US cyber security company McAfee has agreed to be taken private by a consortium of six investment firms. The investor group is led by private equity sponsors Advent International and Permira Advisers and co-investors include Crosspoint Capital, the Canada Pension Plan Investment Board, Singapore’s GIC, and the Abu Dhabi Investment Authority. Under the terms of the agreement, signed on 5-Nov-21, the consortium will offer $26.00 per share, which represents a ...