July 26, 2021 | Insurance | North America | Ended
Willis Towers Watson / Aon : US Antitrust Catalysts: Settlement, Trial or Termination
On 16-Jun-21, the Department of Justice (DoJ) filed a civil antitrust lawsuit to block Willis Towers Watson / Aon, one of the world’s largest pending public mergers. The DoJ’s move is the culmination of a 14-month period of dissatisfaction with the remedies proposed, but the merger parties believe the complaint reflects the DoJ’s lack of understanding of insurance brokerage and overlooks the material progress made with other global regulators. Willis Towers Watson and Aon have offered to divest assets spanning US commercial risk broking and health benefits broking segments, but these appear unable to allay the DoJ’s concerns. In this report, we provide an update on where the deal stands on US antitrust, and we assess the likelihood of upcoming catalysts that could determine the outcome: settlement (consent decree), trial or termination. Our research considers quantitative and qualitative aspects of remedies offered and the merger parties’ appetite to offer more. We outline what has been accepted by regulators in Europe, Australia, and New Zealand and provide analysis of case studies of US court precedents to conclude the probability of each catalyst and the appropriateness of current trading levels.
July 18, 2021 | Technology | North America | Active
Five9 / Zoom Video Communications : New Deal Insights
Zoom, the video-conferencing platform that experienced outsized growth during the Covid-19 pandemic, has made a definitive, all-share offer to buy cloud-based contact centre software operator Five9, as it looks to boost its appeal outside of its core offering and expand its presence with enterprise customers. Based on the companies’ undisturbed trading prices, the offer valued Five9 at $14.7bn, or $200.28 per share, a relatively mild one-day takeover premium of 13%. Under the deal terms, agreed by the boards of both companies, the transaction requires approval from a majority of Five9 shareholders, but no vote is needed from Zoom shareholders. The preliminary proxy is expected to be filed within 30 days (by 15-Aug-21) and the Five9 shareholder meeting will be held within ...
June 21, 2021 | Technology | Asia | Active
51job / DCP Capital, Ocean Link, Rick Yan : New Deal Insights
On 21-Jun-21, 51job, a Shanghai-headquartered, Cayman-incorporated, NASDAQ-listed recruitment website, agreed to be taken over by a consortium led by private equity firm DCP Capital Partners (“DCP”). The definitive statutory merger will be under Cayman law and comes nine months after an initial proposal by Beijing-based DCP. This time around, DCP is joined by another Chinese sponsor, Ocean Link Partners, as well as 51job’s current CEO, Rick Yan, who controls 19.2%. The buyout price is $79.05 per ADS, the same consideration offered by DCP in September 2020 and ...
May 25, 2021 | Real Estate | Europe | Active
Deutsche Wohnen / Vonovia : New Deal Insights
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
Boral / Seven Group Holdings : New Deal Insights
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
UDG Healthcare / Clayton, Dubilier & Rice : New Deal Insights
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
Crown Resorts / Blackstone Group : New Deal Insights
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 ...
May 11, 2021 | Industrials | Asia | Active
Hitachi Metals / Bain Capital-led Consortium : New Deal Insights
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 ...
April 26, 2021 | Technology | North America | Active
Proofpoint / Thoma Bravo : New Deal Insights
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
Kansas City Southern / Canadian National Railway : New Deal Insights
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