September 24, 2025 | Health Care | North America | Active
Metsera / Pfizer : Deal Insight
On 22-Sep-25, Pfizer agreed to acquire obesity drug developer Metsera in an all-cash deal worth up to $7.3bn, inclusive of contingent payments. The $47.50 offer consideration implies a 42.6% one-day takeover premium. In addition, Pfizer will issue a non-transferable contingent value right (CVR), entitling holders to potential additional payments of up to $22.50 per share, tied to three specific clinical and regulatory milestones linked to Metsera’s pipeline drugs: (i) $5.00 upon the start of a Phase III clinical trial of the injectable MET-097i + MET-233i combination (the “combination product”, concerning a monthly dosage); expires on 31-Dec-27; (ii) $10.50 upon FDA approval of the combination product; expires on 31-Dec-31; and, (iii) $7.00 upon FDA approval of the injectable MET-097i monotherapy (monthly dosage); expires on 31-Dec-29. The boards of both companies have unanimously approved the transaction and Pfizer plans to fund the acquisition through existing cash and new debt. The takeover requires approval from Metsera shareholders (50%), but Pfizer shareholder approval is not required. ARCH Venture Partners (25.5%) and Population Health Partners (12.1%), collectively holding 37.6% of Metsera, have entered into voting agreements. These agreements will lapse if the merger agreement is terminated or amended in a way that reduces the offer consideration. The deal also requires regulatory approvals, including HSR clearance, with notification expected within 30 business days (by 3-Nov-25). The merger agreement, dated 21-Sep-25, contains customary provisions on representations, warranties, and covenants, with MAC carve-outs for war and tariffs. Metsera is bound by “no-shop” restrictions with fiduciary-out exemptions, and the “reasonable best efforts” clause is also standard, requiring both parties to “take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate” the transaction. Finally, a burdensome conditions clause prevents either party from offering divestments to secure approvals. Notwithstanding, one exception allows Metsera to act if Pfizer instructs it and the action’s effectiveness is conditioned on closing. A preliminary merger proxy will be filed within 10 business days, by 3-Oct-25. If the SEC ...
September 12, 2025 | Materials | North America | Active
Teck Resources / Anglo American : Deal Insight
On 9-Sep-25, London-listed Anglo American (“Anglo”) agreed to merge with Canadian copper miner Teck Resources (“Teck”) in a CAD 70bn merger-of-equals. The new company, “Anglo Teck”, will be UK-incorporated, headquartered in Vancouver, and listed in London, Johannesburg, Toronto, and New York. Anglo CEO Duncan Wanblad will lead as CEO, with Teck CEO Jonathan Price taking on a Deputy CEO role. Each side will nominate half of the non-executive directors, and senior executives will be based in Canada, with meaningful representation from South Africa and the UK. The merger is structured as a plan of arrangement governed by the Canada Business Corporations Act, whereby Teck shareholders will receive 1.3301 Anglo shares for each Teck Class A common (TECK/A CN, $320k average daily trading value) and each Class B subordinate voting share (TECK/B CN, $165m ADTV). Anglo will declare a $4.5bn special dividend (CAD 4.19 per share), to be paid only to Anglo shareholders, before merger completion. This aims to create a more efficient balance sheet and “balanced participation” between the two shareholder bases: post-closing, Anglo shareholders will hold 62.4% of Anglo Teck, with Teck shareholders owning 37.6%. At announcement, and excluding the effects of the special dividend, the merger ratio valued Teck at CAD 56.77 per share (USD 41.13), a 17.1% premium its undisturbed price. Notably, the special dividend is a condition to closing and the parties’ payments of future, regular distributions will be aligned through completion. Eligible Canadian holders can elect for exchangeable shares in a “Canadian subsidiary of Anglo”, which carry the same economic and voting rights as Anglo Teck ordinary shares, listed in Toronto, and are exchangeable into Anglo Teck shares for up to 15 years. To note, Teck has Class B shares dually listed on the NYSE (TECK US, $230m ADTV), while Anglo has ADRs that trade in the US (NGLOY US, $3.5m ADTV), and listed shares in South Africa (AGL SJ, $45m ADTV). Class A shares carry the right to 100 votes per share while Class B shares carry one vote per share, and each Class A share is convertible, at the option of the holder, into one Class B share, with an automatic conversion on 12-May-29. Concerning the vote, approval is needed from two-thirds of Teck Class A and Class B shareholders, voting separately, with dissenters capped at 5%. Anglo shareholders must approve the issuance of new shares and the name change to Anglo Teck by a simple majority. T eck’s board unanimously recommends the merger, and Scotiabank and BMO Capital Markets have deemed the exchange ratio to be “fair, from a financial point of view.” Anglo’s board reached the same conclusion and will recommend that its shareholders vote in favour of the deal. Temagami Mining Company, SMM Resources, Dr. Norman Keevil, and certain directors and executives, holding 79.8% of Teck Class A shares, 0.02% of Class B shares, and 0.01% of Anglo shares, have signed voting agreements in support of the merger. Dr. Keevil, Chair Emeritus, said in a statement that “the merger will be a strong step forward for each of Anglo and Teck.” The merger is subject to regulatory clearance in multiple jurisdictions, including Australia, Canada, Chile, China, the EU, Japan, Mexico, Peru, South Korea, and the US, as well as approval under the Investment Canada Act. The Arrangement Agreement ...
September 09, 2025 | Industrials | North America | Active
Air Lease / Sumitomo Corp-Led Consortium : Deal Insight
On 2-Sep-25, US-based aircraft leasing company Air Lease agreed to be taken private by a consortium led by Sumitomo Corporation (8053 JP, “Sumitomo”) and SMBC Aviation Capital. The group is offering $7.4bn ($28.2bn including debt), or $65.00 per share in cash, representing an 8.0% one-day premium. The company is permitted to continue paying regular quarterly dividends of up to $0.22 per share. There is no financing condition to closing, and the consortium will contribute $5.4bn in equity commitments and has secured $12.1bn in debt financing from SMBC, Citi, and Goldman Sachs. At closing, in addition to Sumitomo and SMBC Aviation Capital owning 37.505% and 24.99% of Air Lease, respectively, additional co-investors will include Apollo and Brookfield, who will each own 18.7525%. Post-completion, Air Lease will be renamed Sumisho Air Lease, and SMBC Aviation Capital will manage the majority of its fleet. The deal is subject to shareholder approval (50%) and regulatory clearances, including under the HSR Act (filing within 25 business days, by 8-Oct-25), from CFIUS, and certain non-US investment regimes. Directors and executive officers that hold 6.17% of Air Lease have signed a voting agreement in favour of the merger, albeit subject to a 4.99% aggregate cap. The merger agreement, dated 1-Sep-25, includes customary provisions on representations, warranties, covenants, and a material adverse change clause, with carve-outs for war, pandemics, and tariffs. Air Lease is ...
September 01, 2025 | Consumer Discretionary | Europe | Active
JDE Peet's / Keurig Dr Pepper : Deal Insight
On 25-Aug-25, US soft drinks giant Keurig Dr Pepper (“KDP”) signed a definitive agreement to acquire European coffee company JDE Peet’s, as part of a wider plan to split the pro forma group into two US-listed entities: Beverage Co (soft drinks) and Global Coffee Co (coffee). The first transaction, executed as an all-cash tender offer under Dutch law, involves KDP offering €31.85 per share to JDE Peet’s shareholders. Target shareholders will, in addition, receive a €0.36 dividend prior to offer completion. The cash consideration represents a 20% one-day takeover premium and a 33% premium to JDE Peet’s 90-day VWAP. JDE Peet’s board unanimously approves the offer and KDP will finance it through €15.7bn of unsecured and subordinated debt, plus its cash on hand. Certain “commencement conditions” must be satisfied or waived before launching the acceptance period, including (i) no material breaches by either party, (ii) compliance with the Dutch Works Council Act consultation procedure and the European works council notification procedure, (iii) approval of the offer memorandum by the AFM, (v) no change in the JDE Peet’s board recommendation, (vi) irrevocable undertakings being in effect, (vii) the absence of any competing offer, and (viii) no MAC, among other conditions. The parties agree to “take all actions necessary and reasonable” to satisfy the commencement conditions, and if not waived, they must continue to be satisfied through completion. Once launched, the tender offer will be conditional on attaining “offer conditions”, and these additionally include (a) a 95% minimum acceptance condition, which can be reduced to 80% if shareholders approve post-closing restructuring resolutions at JDE Peet’s EGM, (b) competition clearance, including HSR and other antitrust approvals, and (c) JDE Peet’s EGM resolution approved and “being in full force and effect”. The companies have not specified foreign regulatory jurisdictions, but ...
August 29, 2025 | Industrials | Asia | Active
Dongfeng Motor Group Company / Dongfeng Motor Corp : Deal Insight
On 22-Aug-25, Chinese automobile manufacturer Dongfeng Motor Group (“Dongfeng”) received a take-private offer from its parent, Chinese state-owned enterprise and SASAC-controlled Dongfeng Motor Corp (“DFM”). As part of the deal, Dongfeng will simultaneously spin off its electric vehicle business, Voyah. The transaction will involve two inter-conditional steps to occur on or about the same day: (i) the distribution of Voyah shares to Dongfeng shareholders, followed by the listing of Voyah H shares (the spin-off, “Distribution and Listing”), and (ii) cash consideration paid to Dongfeng H shareholders, excluding H shares already held by DFM, followed by the delisting of Dongfeng (the offer, “Merger”). DFM holds 4.03% of Hong Kong-listed Dongfeng H, and 69.80% of unlisted Dongfeng domestic shares. The risk arbitrage opportunity in this transaction is a moving target and will inherently introduce significant trading risks. The easy part is the cash consideration, whereby Dongfeng H shareholders will receive HKD 6.68 per share. With Dongfeng H shares currently trading at HKD 8.92, this means that the value of the pro forma Voyah could be worth in excess of HKD 2 per share. The primary publicly-available datapoint we have is from an “Estimate-Of-Value” opinion conducted by Somerley Capital on 31-Jul-25, disclosed in the M&A announcement. High level, the financial advisor assumes that the spin-off will involve distributing 2.9bn Voyah shares, representing 79.6691% of Voyah. It has calculated an exchange ratio for the spin-off, whereby Dongfeng H shareholders will receive 0.3552608 Voyah H shares for each Dongfeng H share, and domestic shareholders will receive the same ratio of Voyah domestic shares. The investment bank, based on publicly-traded comparables, provides a Voyah valuation range of HKD 3.90-4.44 per Dongfeng H shares (mid-point of HKD 4.17), thus providing a band of valuation expectations. Of note, this is translated from the pro forma value of the Voyah spin-off, whereby Voyah itself is estimated to trade at an estimated range of HKD 10.98-12.49. If investors trust this “Estimate-Of-Value” by Somerley, the assumed total consideration to Dongfeng shareholders would be ...
August 29, 2025 | Consumer Discretionary | Europe | Active
Ceconomy / JD.com : Deal Insight
On 30-Jul-25, Beijing-based ecommerce group JD.com announced a bid to buy German electronics retailer Ceconomy, formerly “Metro”. Under the offer terms, Ceconomy shareholders will receive €4.60 per share, representing a 43% premium to its three-month volume-weighted average price (VWAP) and a 23% premium to its undisturbed price on 23-Jul-25, the day before Ceconomy confirmed takeover discussions. The target’s management and supervisory boards support the takeover offer, subject to a review of the offer document. Once the offer document is published, the boards will issue its reasoned opinion. JD.com will finance the deal through a mix of debt and cash. There is no minimum acceptance condition, but JD.com has secured the backing of the Ceconomy founding family’s investment fund, Convergenta Invest, which holds 29.16%. Convergenta has committed to tender 3.81% of its stake and will retain the remaining 25.35%. In addition, Haniel Finance Deutschland (“Haniel”), Beisheim Holding (“Beisheim”), BC Equities, and Freenet, together holding 27.9% of Ceconomy, have entered into irrevocable undertakings to accept the offer. In total, JD.com has secured support from anchor shareholders representing 57.1%. The takeover will be subject to antitrust approvals and foreign investment clearances in Germany, as well as clearance under the EU’s FSR. JD.com confirmed that it will not pursue a domination and/or profit and loss transfer agreement (“DA”). Instead, it intends to launch a delisting offer for Ceconomy. The companies expect to publish the offer document in ...
August 27, 2025 | Technology | North America | Active
Dayforce / Thoma Bravo : Deal Insight
On 21-Aug-25, tech-focused private equity firm Thoma Bravo announced one of its largest take-private buyout to date, agreeing to acquire human resource software provider Dayforce for $12.3bn, including debt. The financial sponsor is offering $70.00 per share, representing a 32.4% takeover premium over Dayforce’s undisturbed price on 15-Aug-25, before news of deal talks surfaced in the media. The transaction, which has been approved by the Dayforce board, will also include a “significant minority investment” from the Abu Dhabi Investment Authority (ADIA). Conditions to closing include approvals from Dayforce shareholders (50%) and regulatory clearances. These have been named to include antitrust approvals in the US and Canada, approval from the Office of the Comptroller of the Currency (OCC), and foreign investment reviews, including from CFIUS. The HSR notification and a filing with the Canadian Competition Bureau (CCB) are expected within 20 business days (by 18-Sep-25), while the OCC application will be submitted by 25-Sep-25. A preliminary proxy is also expected to be filed within 20 business days, by 18-Sep-25. The merger agreement contains standard language on representations, warranties, covenants, and MAC, with carve-outs for force majeure events such as war and pandemic. Dayforce is bound by non-solicitation provisions, subject to customary fiduciary-out exemptions. The “reasonable best efforts” clause also appears standard, with both parties agreeing to take all necessary actions to consummate the deal, subject to a burdensome condition that prevents either company from offering a remedy that would result in a “material adverse effect” on the business of Dayforce, Thoma Bravo, or any of the acquirer’s portfolio companies. The companies expect the deal to ...
August 22, 2025 | Industrials | Europe | Active
Iveco / Tata Motors : Deal Insight
On 30-Jul-25, Agnelli family-backed truckmaker Iveco Group announced two separate transactions, whereby the company will (i) sell its defence unit, to Italian defence group Leonardo (LDO IM), and (ii) sell its commercial vehicle business, to India’s Tata Motors. Proceeds from the defence sale to Leonardo, planned to complete in 1Q’26, will result in Iveco paying out an extraordinary dividend between €5.50-6.00 per Iveco share, while the commercial vehicle sale to Tata Motors, planned to complete in 2Q’26, will exclude the defence unit and be undertaken through a voluntary tender offer at €14.10 cash per share. For all intents and purposes, therefore, risk arbitrage funds should consider that the offer consideration is €14.10 plus a special dividend (€5.50-6.00, albeit subject to withholding taxes for most investors). Defence Unit Sale to Leonardo (€1.7bn) Iveco has signed a definitive agreement to sell its defence business, comprising of the Iveco Defence Vehicles (IDV) and ASTRA brands, to Leonardo for €1.7bn. IDV designs and manufactures specialised defence and civil protection equipment, while ASTRA produces large-scale heavy-duty quarry and construction vehicles. The division is a key supplier of military mobility, protection capabilities, and autonomous platforms, offering armoured, amphibious, truck, and multirole vehicles, and the unit operates six production sites and nine commercial offices worldwide, generating €1.1bn in revenue in 2024. Previously, in February 2025, Iveco had announced plans to separate its defence operations from its commercial vehicle business so it could improve focus and strategic flexibility at both units. According to the Financial Times, several European bidders expressed interest, but the Italian government insisted on a domestic buyer for strategic reasons, making Leonardo the favoured choice (Leonardo is 30.2% held by Italy’s Ministry of Economy & Finance). For Leonardo, the acquisition will strengthen its position in land defence capabilities in Italy, across Europe, and globally. Completion of the sale is expected by 31-Mar-26 and is subject to regulatory approvals. Iveco will, upon completion, distribute the net proceeds to its shareholders via an extraordinary dividend of €5.50-6.00 per share, subject to certain adjustments. Tata Motors’ Voluntary Tender Offer for Commercial Vehicles (€3.8bn) Separately, Tata Motors will launch a recommended voluntary tender offer for Iveco’s commercial vehicle business at €14.10 per share, valuing the offer at €3.8bn. The offer price is cum-dividend and excludes the payout from Iveco’s defence unit sale. Adding the dividend, pre-withholding taxes, brings total consideration to €19.60-20.10 per share, a 27.9–31.2% premium to Iveco’s undisturbed share price of €15.325 on 17-Jul-25. Iveco’s board unanimously supports the tender offer and will recommend shareholders accept it and vote for related resolutions at an EGM to be held within six business days before the end of the acceptance period. While Iveco is headquartered in Turin, Italy, the company is ...
August 21, 2025 | Technology | North America | Active
CyberArk Software / Palo Alto Networks : Deal Insight
On 30-Jul-25, in one of the largest technology takeovers of the year and the biggest in its own history, Palo Alto Networks confirmed a $25bn cash-and-stock agreement to acquire Israeli cybersecurity specialist CyberArk. The consideration is $45.00 in cash plus 2.2005 Palo Alto shares for each CyberArk share, implying an offer value of $495 per share and representing a 29.3% takeover premium. Neither company pays out dividends. The deal has been unanimously approved by the boards of both companies and requires approval from CyberArk shareholders (50%); Palo Alto shareholder approval is not required. It is also subject to regulatory clearances, including HSR and foreign antitrust and FDI approvals. HSR notification will be made within 25 business days, by 4-Sep-25. A preliminary proxy through a Form S-4 is expected to be filed “as promptly as reasonably practicable.” The companies will also need clearance from the Israeli Securities Authority (ISA). The merger agreement contains standard provisions on representations, warranties, and covenants, with specific MAC carve-outs for force majeure events, including war and pandemics. CyberArk is bound by a non-solicitation clause with customary fiduciary-out exceptions. Both companies have agreed to use “reasonable best efforts” to take all actions necessary to consummate the deal, with a burdensome clause restricting either party from ...
July 31, 2025 | Industrials | North America | Active
Norfolk Southern / Union Pacific : Deal Insight
Union Pacific and Norfolk Southern have agreed to merge in the biggest deal of the year, a landmark $85bn transaction that will create America’s first transcontinental railroad. Norfolk Southern shareholders will receive $88.82 in cash plus 1 Union Pacific share for each share held, valuing the target at $320 per share based on Union Pacific’s unaffected price on 16-Jul-25. This represents a 22.9% premium to Norfolk Southern’s undisturbed price of $260.32, before Bloomberg reported on rumours of a deal on 24-Jul-25. The boards of both companies unanimously approve the deal. The combination will result in Norfolk Southern shareholders owning a 27% stake in the combined company. Union Pacific will fund the cash portion with a mix of new debt and existing cash, and at closing, Union Pacific will be levered at 3.3x total debt-to-EBITDA, which management intends to reduce to 2.8x within two years. Union Pacific will suspend its share repurchase programme until the second year after closing, at which point it expects to resume and eventually take it to $10bn annually, by year three. Union Pacific CEO Jim Vena will lead the combined company, and three Norfolk Southern directors, including CEO Mark George, will join Union Pacific’s board. Upon completion, Union Pacific will remain headquartered in Omaha, Nebraska, while Norfolk Southern’s current headquarters, in Atlanta, Georgia, will remain a core centre focused on technology, operations, and innovation. Conditions to completion include approvals from the Surface Transportation Board (STB), the Mexican National Antitrust Commission (CNA), the Federal Communications Commission (FCC), and the shareholders of both companies (50%). The companies submitted a pre-filing notice to the STB on 30-Jul-25, and they plan to file a full application by 29-Jan-26. The STB review is expected to last approximately 16 months. The merger agreement is relatively standard with customary representations, warranties, and covenants, including non-solicitation clauses with fiduciary-out provisions. Both parties have agreed to use “reasonable best efforts” to complete the transaction, including defending any lawsuits and offering remedies to secure regulatory approvals. There is a $2.5bn termination fee in place, payable by either side in specified circumstances, as well as a $2.5bn RTF if the deal fails to close due to regulatory issues. The agreement prohibits either party from ...