December 01, 2025 | All | All | Active
Global Risk Arbitrage Report / Monthly Update : December 2025
What’s inside: This 72-page report covers latest deal developments, key catalysts, regulatory risks, risk arbitrage spread context, and our independent views across every live situation in our coverage universe. All situations covered in the December 2025 issue are listed below.
November 25, 2025 | Industrials | North America | Active
Axalta / Akzo Nobel : Deal Insight
On 18-Nov-25, Dulux owner Akzo Nobel (“AkzoNobel”) entered into a definitive all-share merger-of-equals with US rival Axalta Coating Systems (“Axalta”) to create a $25bn paint and chemicals group. The merger, unanimously approved by AkzoNobel’s supervisory and management boards and by Axalta’s board, is structured as a merger under the Bermuda Companies Act, whereby Axalta shareholders will receive 0.6539 AkzoNobel shares per Axalta share, “at no premium.” Axalta does not pay out any dividends, and AkzoNobel intends to continue distributing regular dividends through deal completion, in-line with its current policy. Critically, prior to closing, AkzoNobel will pay its shareholders a special dividend (“pre-completion distribution”), essentially a top-up payment to ensure that from the merger announcement to completion, AkzoNobel distributes €2.5bn in aggregate, consisting of a mix of its ordinary dividends and the special distribution. Specifically, the “pre-completion distribution,” approximately €14.62 per share, will be reduced by the aggregate amount of AkzoNobel’s regular and interim dividends with 2026 record dates that fall prior to the record date for that distribution (in total, €2.00 per share per Bloomberg). Beyond the special and regular dividends, no other distributions are expected from either company before completion, and both have suspended share repurchase programmes with immediate effect. While headquartered in Philadelphia, PA, Axalta is incorporated in Bermuda. Under the Bermuda statutory merger agreement, the transaction is subject to shareholder approval on both sides, with EGMs anticipated for mid-2026. At Axalta, we expect a ...
November 19, 2025 | Industrials | Asia | Active
Toyota Industries / Toyota Fudosan : Re-price and Appraisal Rights
Japan’s landscape for squeeze-outs and minority shareholder rights in 2025 looks very different from just five years ago. Legal reforms, together with evolving corporate governance norms and more assertive investors, have combined to create a more credible “fair M&A” regime in which minority shareholders are now better protected and have leverage over price and process. A controlling shareholder contemplating a Japanese MBO and a subsequent squeeze-out today is now expected to not only meet, but also strictly adhere to, a clear checklist. They must establish an independent special committee, obtain credible valuation reports, very likely include a majority-of-minority (MoM) condition, and ensure transparent, fair dealing throughout. If they do this, the transaction is more likely to close smoothly, with less risk of legal disruption. If they cut corners, or push through an opportunistically low price, risks are high, where special committees push back, minority shareholders may mobilise, and courts may raise the price above the original offer in appraisal proceedings. Precedents like the FamilyMart buyout (2020) show that substance now matters over form, such that the fair process standard is no longer a box-ticking exercise but a question of outcome: Did minority shareholders get a fair deal? And was a proper process undertaken? In practice, this gives minorities not only a stronger voice but also some form of veto, or, at a minimum, a clear route to recourse through exercising their appraisal rights. For funds looking at playing for Japan M&A shareholder activism, there is a now a recognisable toolkit to influence the outcome, with the added comfort that courts will take fairness seriously if the dispute ends up in appraisal proceedings. Taking the pending Toyota Industries buyout as our case study, and drawing on input from three Tokyo-based M&A lawyers, this report examines how this flagship deal is facing growing shareholder pushback, and how activist pressure fits into the country’s evolving “fair M&A” and appraisal rights regime. We look at where the process aligns with – and falls short of – Ministry of Economy, Trade and Industry (METI) / Tokyo Stock Exchange (TSE) expectations, how fair value and hidden assets underpin arguments for a bump, and what are practical options to engage, seek a bump, and/or litigate. Our valuation work in this 51-page report shows that there is ...
November 10, 2025 | Consumer Discretionary | North America | Active
Kenvue / Kimberly-Clark : Deal Insight
On 3-Nov-25, Huggies and Kleenex maker Kimberly-Clark announced a definitive deal to acquire Kenvue, the paracetamol and mouthwash group, at a $48.7bn enterprise value. Kimberly-Clark is offering $3.50 in cash plus 0.14625 Kimberly-Clark shares for each Kenvue share, worth $21.01 per share based on the prior day’s close, with a 46.2% one-day takeover premium. Through completion, Kenvue may continue to distribute quarterly dividends up to $0.21 per share, while Kimberly-Clark may pay and periodically increase its regular quarterly dividend “consistent with past practice.” Both boards unanimously approved the deal, and, on closing, Kimberly-Clark shareholders will own 54% of the combined company; Kenvue shareholders will own the remaining 46%. Kimberly-Clark has obtained a financing commitment from JPMorgan Chase and will fund the cash portion with cash on hand, new debt, and proceeds from selling a 51% stake in its International Family Care and Professional (IFP) business. Kimberly-Clark CEO Mike Hsu will lead the combined company, which will remain headquartered in Irving, Texas. The transaction requires approvals from both sets of shareholders and regulatory clearances, including HSR and foreign antitrust and FDI signoffs. The merger agreement includes both with standard MAC carve-outs (war, pandemics, tariffs) as well as a carve out specific to addressing actions specifically against Kenvue’s Tylenol over-the-counter (OTC) drug. Both parties have agreed to non-solicit, with a fiduciary out, and to use reasonable best efforts, but they are ...
November 03, 2025 | All | All | Active
Global Risk Arbitrage Report / Monthly Update : November 2025
What’s inside: This 72-page report covers latest deal developments, key catalysts, regulatory risks, risk arbitrage spread context, and our independent views across every live situation in our coverage universe. All situations covered in the November 2025 issue are listed below.
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 ...