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
April 15, 2021 | Health Care | North America | Active
PPD / Thermo Fisher : New Deal Insights
On 15-Apr-21, medical device maker Thermo Fisher entered into a definitive agreement to acquire PPD, a leading Contract Research Organisation (CRO). This is the second major CRO deal in as many months, following PRA Health Sciences (PRAH US) / ICON (ICLR US), announced in late February, and marks a decisive move by Thermo Fisher to become a leader in this growing and profitable space. Thermo Fisher’s all-cash offer represents a takeover premium of 24% to PPD’s closing price on 13-Apr-21, before the media disclosed talks. The deal has been approved by both companies’ boards and has already received approval by ... Deal risks assessed in this research report: • Divestiture cap of 10% of PPD sales gets tested • Unexpected in-depth reviews by antitrust regulators
April 13, 2021 | Consumer Discretionary | Europe | Active
Gamesys Group / Bally's : New Deal Insights
Following a 24-Mar-21 Rule 2.4 announcement confirming a possible combination, on 13-Apr-21, US-based gaming and entertainment company Bally’s entered a firm agreement to acquire UK online gaming company Gamesys. Uniquely, in this deal, while target shareholders can elect to receive all-cash or all-stock, there is a significant, 25.9% discrepancy between the election values. The higher consideration, aimed at most of the shareholders, is 1,850p per share in cash, a 12.7% premium to Gamsys’ undisturbed price on 23-Mar-21. Since the announcement of a possible combination, Gamesys shares have traded through both offer ... Deal risks assessed in this research report: • Competitve bidding or a bump does not emerge • Stringent US state antitrust reviews, leading to timing delays
April 12, 2021 | Technology | North America | Active
Nuance / Microsoft : New Deal Insights
On 12-Apr-21, Microsoft entered into a definitive agreement to acquire AI solutions provider, Nuance Communications, in a move that will bolster the software giant’s healthcare cloud strategy significantly. Representing a one-day takeover premium of 23%, the transaction has been blessed by both companies’ boards, and approval will be sought from Nuance shareholders, but not from Microsoft shareholders. The deal is also subject to antitrust approvals from ... Deal risks assessed in this research report: • Political context related to President Biden's new appointments to the Department of Justice and FTC • Antitrust scrutiny into Microsoft’s dominance within technology and growing presence in healthcare
April 01, 2021 | Real Estate | North America | Active
Brookfield Property Partners / Brookfield Asset Management : New Deal Insights
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 research report: • Shareholder activism leading to a breach in the 5% dissenters’ cap threshold
March 21, 2021 | Industrials | North America | Active
Kansas City Southern / Canadian Pacific Railway : New Deal Insights
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 causing 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
Shaw Communications / Rogers Communications : New Deal Insights
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: • Risks of extensive vertical antitrust scrutiny • 4-to-3 merger, with top 3 controlling 89.2% of the Canadian wireless market
March 08, 2021 | Financials | North America | Active
Athene Holding / Apollo Global Management : New Deal Insights
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 lag beyond mid-November could lead to being short another Apollo dividend
March 05, 2021 | Technology | Europe | Active
Aggreko / TDR and I Squared Consortium : New Deal Insights
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 • Ability to attract counterbids • Debt financing wobbles