January 05, 2026 | All | All | Active
Global Risk Arbitrage Report / Monthly Update : January 2026
What’s inside: This 64-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 January 2026 issue are listed below.
December 31, 2025 | Technology | North America | Active
Clearwater Analytics / Permira, Warburg Pincus-led Consortium : Deal Insight
On 21-Dec-25, investment and accounting software maker Clearwater Analytics Holdings (“Clearwater”) agreed to be taken private by a group of private equity firms, led by Permira and Warburg Pincus. The investor group also includes Temasek as a co-investor and support from Francisco Partners. Under the terms of the agreement, Clearwater shareholders will receive $24.55 per share, which represents a 10.3% one-day premium and a 47.1% premium of over Clearwater’s undisturbed share price on 10-Nov-25, before media reports speculated on a potential deal. The transaction has been unanimously approved by Clearwater’s board and special committee. The acquirers have secured private credit from Goldman Sachs Alternatives which is providing 100% committed debt financing. The deal is conditional on approval from Clearwater shareholders, including, per Section 3.03 of the merger agreement, an “affirmative vote of a majority of the votes cast by the disinterested stockholders.” We do not believe that this detail will sway the vote, however. On 15-Jun-25, Clearwater moved to simplify its original capital structure by removing former, private equity-dominated super‑voting Class C and D shares. These super‑voting C and D shares were automatically converted into single‑vote Class B (unlisted) and Class A (CWAN US) shares, respectively, such that each share of common stock now carries one vote and there are no remaining super-voting classes. The residual Class B is very ...
December 30, 2025 | Technology | North America | Active
Confluent / IBM : Deal Insight
IBM has agreed a $11bn acquisition of data infrastructure company Confluent to accelerate its cloud-computing offerings amid a rising demand for AI solutions. The offer consideration is $31 cash per Confluent share, implying a 34.0% one-day premium and a 49.5% premium over the target’s undisturbed price on 7-Oct-25, before Reuters reported that Confluent was exploring a sale. The transaction has been approved by IBM’s board and is unanimously approved by Confluent’s board and its independent special committee. The takeover requires approval from Confluent shareholders (50%), but an IBM vote is not needed. Confluent’s largest shareholders, collectively holding 62% of the voting power, have entered into a voting agreement, and the merger does not require a “majority of minority” vote. Of note, Confluent has unlisted Class B shares that carry 10 votes per share (versus 1 vote per share at the listed A shares), and its Class B shares are exclusively held by the company’s founders and a group of current and former executives. If Confluent’s board changes its recommendation or fails to recommend the deal, the voting agreement requires the supporting shareholders to vote an aggregate 35% of the voting power: “In the event of an Adverse Recommendation Change made in compliance with the Merger Agreement (i) the obligations of each Stockholder… shall be modified such that such obligations shall only bind such Stockholder… in the aggregate represent 35% of the total voting power of the outstanding Shares entitled to vote… and (ii) each Stockholder shall remain free to vote the remaining Shares… in any manner the Stockholder deems appropriate.” The deal is also subject to regulatory approvals, including HSR, and antitrust and foreign investment clearances from unspecified foreign jurisdictions. A preliminary proxy was ...
December 30, 2025 | Financials | North America | Active
Janus Henderson / Trian, General Catalyst-led Consortium : Deal Insight
On 22-Dec-25, Nelson Peltz’s Trian Fund (“Trian”) and Silicon Valley venture capital firm General Catalyst (“GC”) agreed to acquire asset manager Janus Henderson Group (“Janus Henderson”) for $7.4bn, highlighting how traditional active asset managers continue to face pressures from cheaper index funds. Janus Henderson shareholders will receive $49.00 per share, a 6.5% one-day premium and a 17.7% premium to the target’s undisturbed share price on 24-Oct-25, before Janus Henderson disclosed it had received a takeover proposal; Trian and GC previously proposed $46.00 per share. Janus Henderson is restricted from paying any dividends through completion “without the prior written consent” of the consortium. Co-investors in the consortium includes the Qatar Investment Authority (“QIA”), Sun Hung Kai & Co (“SHK”), MassMutual and others. Trian currently owns 20.6% of Janus Henderson and has been a shareholder since 2020, with board representation since 2022. Therefore, since Trian is rolling over its stake, the deal involves the consortium acquiring the remaining 79.4% of Janus Henderson shares outstanding. The deal has been unanimously approved by a Janus Henderson special committee of independent directors not affiliated with Trian or GC, and, following the committee’s recommendation, the full Janus Henderson board ...
December 15, 2025 | Media | North America | Active
Warner Bros. Discovery / Paramount Skydance : Deal Insight
Event-driven funds anticipate that, throughout 2026, an anticipated takeover of Warner Bros. Discovery (WBD) will prove to be a complex, headline-grabbing, and potentially lucrative transaction for investors. Early speculation that WBD might be acquired at $30 per share looked initially unrealistic, given that the stock had traded at barely a third of that level until a bidding war erupted. Nevertheless, what began as WBD CEO David Zaslav’s aspirational sale price has now been overtaken by events, and the company is now contemplating two very different proposals despite having already undertaken what seemed to have been a thorough sale process - a higher, unsolicited whole-company acquisition by Paramount Skydance (“Paramount”), and lower-valued but agreed, partial sale to Netflix after a spin-off is executed. With one week to go before WBD’s 22-Dec-25 deadline to decide which bid it will endorse and recommend to shareholders, this report compares the deal terms and underlying risks the board and investors will need to weigh: headline valuation versus deal structure, financing capacity versus balance-sheet impact, and the very different regulatory and political exposures. At a high level, the Paramount offer is not only higher but also appears more executable from an antitrust standpoint. There are still some nuances, however, among them the precise assets each suitor would buy, CFIUS and broader foreign-influence optics given Middle Eastern sovereign financing, and FCC/media-plurality sensitivities tied to major news assets, notably CNN. Even so, a straightforward, all-cash offer for the entire WBD, combined with the ...
December 09, 2025 | Health Care | North America | Active
Exact Sciences / Abbott Laboratories : Deal insight
On 20-Nov-25, US healthcare group Abbott entered into a definitive agreement to acquire Exact Sciences (“Exact”), a rapid cancer testing solutions provider, for $21bn, or $105 per share. The offer consideration implies a 21.8% one-day takeover premium and a 50.7% premium to the target’s undisturbed price on 18-Nov-25. Both boards have unanimously approved the deal. Post-completion, Exact will continue to operate in Wisconsin, and Kevin Conroy, its Chairman and CEO, will remain with the company in an advisory role to support the transition. Abbott plans to fund the acquisition with cash and new debt while maintaining its investment-grade credit rating. Abbott expects its initial 2026 gross debt-to-EBITDA ratio to be 2.7x at closing. The deal requires Exact shareholder approval (50%); an Abbott vote is not required. The deal is also subject to regulatory approvals, including HSR and foreign investment clearances, and the companies have agreed to use standard “reasonable best efforts” covenants to take all actions necessary to close the deal. A burdensome clause restricts the companies from offering remedies under certain circumstances, including refraining from divesting any Abbott business, other than its molecular diagnostics business; any divestiture of Abbott’s molecular diagnostics business must not represent ...
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 ...