October 27, 2025 | Technology | North America | Active
Electronic Arts (EA) / PIF, Silver Lake, Affinity Partners : Mapping EU Foreign Subsidy Risk
This report sets out how the EU Foreign Subsidies Regulation (FSR) may shape the proposed acquisition of Electronic Arts (EA) by PIF, Silver Lake, and Affinity Partners. Distinct from antitrust and EU State aid control, the FSR is a regime that empowers the European Commission (EC) to examine financial contributions from non-EU governments that distort competition in the internal market. We discuss why the FSR matters for this transaction, what an in-depth review could test, and what type of remedies could neutralise any subsidy-driven market distortions. Drawing from precedent and our discussions with lawyers, we explain why an FSR ...
October 21, 2025 | Health Care | North America | Active
Akero Therapeutics / Novo Nordisk : Deal Insight
On 9-Oct-25, Danish drug maker Novo Nordisk (“Novo”) announced a definitive agreement to acquire US-based liver drug developer Akero Therapeutics (“Akero”) for up to $5.2bn, Novo’s first major deal under its new CEO, Mike Doustdar, who took the helm in July 2025. Under the terms of the agreement, Novo will offer target shareholders $54.00 in cash per share plus a non-transferable contingent value right (CVR) worth up to $6.00 per share. The cash consideration implies a 16.2% one-day premium and a 41.6% premium to Akero’s undisturbed share price on 19-May-25, prior to takeover speculation from StreetInsider that disclosed the company was exploring a potential sale. The transaction has been unanimously approved by Akero’s board and Novo plans to fund the acquisition by issuing new debt. The CVR is payable upon securing approval of efruxifermin (“EFX”). Specifically, a $6.00 milestone will be earned if the FDA approves subcutaneous EFX – alone or in combination – for patients with compensated cirrhosis (stage F4c), with the indication listed in the label’s “Indications and Usage” section; this milestone expires on 30-Jun-31. Per the CVR agreement, Novo will use commercially reasonable efforts to run the SYNCHRONY Histology and SYNCHRONY Outcomes trials, two clinical trials within a programme that seeks to secure approval for patients with pre-cirrhotic MASH (F2-F3, a liver disease described below) and compensated cirrhosis (F4) due to MASH. Novo’s CVR obligations end upon (i) the first FDA filing for EFX in F4c fibrosis, due to MASH or (ii) the failure of SYNCHRONY Histology or SYNCHRONY Outcomes to meet their primary endpoint, whichever occurs first. Conditions to closing include approval from Akero shareholders; a Novo vote is not needed. The merger agreement contains standard force majeure carve-outs within its MAC, including war, trade wars, and pandemics. Regulatory conditions only specify HSR clearance, and ...
October 17, 2025 | Financials | Asia | Active
Hang Seng Bank / HSBC : Deal Insight
On 9-Oct-25, HSBC announced plans to take full control of its Hong Kong subsidiary, Hang Seng Bank (“Hang Seng”), through a court-sanctioned scheme of arrangement. Target shareholders are offered HKD 155 per share, a 30.3% one-day premium and above the highest price reached by Hang Seng over the past three and a half years. The consideration will be downwardly adjusted for any dividends, although shareholders can still receive a 2025 interim dividend (HKD 1.30, ex-date 23-Oct-25), which will not be deducted from the scheme consideration; any subsequent distributions will be deducted. In the Rule 3.5 announcement, HSBC confirmed that the consideration will not be increased and that it does not reserve the right to do so, which essentially removes any optionality. Funding will come from HSBC’s own financial resources, and BofA and Goldman Sachs are satisfied with the availability of funds. Given HSBC’s stake, held through HSBC Asia Pacific, the scheme targets the remaining free float, framed as 36.5% of Hang Seng capital. At the Court Meeting, at least 75% of votes attached to the scheme shares (excludes HSBC) must be cast in favour, with dissenting votes not exceeding 10% of the total votes; in parallel, there is a Code Disinterested Shares vote (excludes HSBC and its concert parties), also requiring the same >75% of votes attached and <10% dissenters requirement, but for all intents and purposes, the votes are the same. A separate resolution at the EGM requires a 75% majority, and the High Court of Hong Kong must sanction the scheme. Of note, there are no antitrust conditions that need to be attained, but conditions cover compliance with the procedural requirements, the receipt of third-party consents, absence of legal impediments, absence of a MAC, and absence of material legal proceedings. HSBC may waive certain conditions in whole or in part, and the parties stated they are not aware of any authorisations required beyond the Stock Exchange approval for delisting. Although the Takeovers Code contemplates a scheme document despatch within 21 days of the announcement (i.e., 30-Oct-25), HSBC intends to ...
October 14, 2025 | Financials | North America | Active
Comerica / Fifth Third : Deal Insight
On 6-Oct-25, Fifth Third agreed to buy regional bank Comerica in an all-stock deal valued at $10.9bn, in the biggest US bank deal of the year. Under the terms of the agreement, Comerica shareholders will receive 1.8663 Fifth Third shares for each Comerica share, which, at announcement, valued Comerica at $82.88 per share, implying a 17.5% one-day takeover premium. Through to completion, Comerica can continue to pay its quarterly dividends, albeit not exceeding $0.71 per share. While the documents do not reference or limit Fifth Third distributions, the parties confirmed that they will coordinate the timing of their dividends to avoid shareholders receiving either two dividends or none. At closing, Fifth Third shareholders will own 73% of the combined entity, while Comerica shareholders will own the remaining 27%. The deal requires approval from both sets of shareholders and regulatory clearances, including from the Federal Reserve (the “Fed”), the Office of the Comptroller of the Currency (OCC) and the Texas Department of Banking. The parties also need to secure a federal tax opinion that the merger qualifies as a reorganisation. Each party has agreed to non-solicitation with a fiduciary out, and they must use reasonable best efforts to obtain approvals. A burdensome condition clause restricts the companies from offering any remedies “that would reasonably be likely to have a material adverse effect on Comerica and its subsidiaries, taken as a whole.” The termination fee and RTF are ...
October 09, 2025 | Health Care | North America | Active
On 29-Sep-25, Genmab agreed to buy US-listed Dutch biotech company Merus for $97 per share, representing a 40.8% one-day takeover premium. The transaction is structured as a tender offer governed by Delaware law, but an EGM is also required under Dutch law for certain governance actions such as approving the amendments to Merus’ articles of association and approving post-closing measures to enable a 100% squeeze-out. Genmab will therefore file a Schedule TO, while Merus will submit a 14D-9 recommendation and a merger proxy on Schedule 14A to convene the EGM. The tender will launch by 21-Oct-25 and remain open for 35 business days, followed by a subsequent offering period of at least 10 business days. Furthermore, the offer can be extended in consecutive periods of up to 15 business days (or 20 business days if Genmab believes certain conditions may not be obtained within 15 business days). The offer period cannot expire before the Merus EGM and cannot extend beyond a 29-Apr-26 long-stop date. The minimum acceptance threshold is 80%, which Genmab can reduce to 75% if other conditions are met and Merus shareholders approve post-closing governance at the EGM. Depending on the squeeze-out pursued, shareholders not tendering will either receive the same cash consideration or a fair value set in Dutch court in statutory buy-out proceedings. The preliminary proxy is due by 5-Nov-25, with the EGM to follow within 40 days of clearance or five business days after a month from filing the back-end merger proposal, whichever comes later. Regulatory approvals are required in the US and other jurisdictions, along with FDI clearances. HSR will be ...
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 ...