Latest Reports



December 19, 2017 | Media | Europe | Ended


Sky / Twenty-First Century Fox : The Disney Effect and UK Chain Principle Considerations

We provide our views from multiple angles, including timing, trading strategies and expected actions by the parties.

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November 24, 2017 | Telecom | North America | Ended


Time Warner / AT&T : Precedent Parallels: EC-Blocked Vertical / Conglomerate Mergers

In this deal commentary, we provide an in-depth summary of two relevant precedent mergers that were both initially blocked by the European Competition Commission (EC) on vertical and conglomerate grounds, Sidel (SID FP) / Tetra Laval (private), and Honeywell (HON US) / General Electric (GE US). Although from over 15 years ago, these precedents provide hints on how the DOJ may look to justify its recent actions in relation to the $108bn Time Warner / AT&T transaction and, equally, how AT&T may attempt to refute the negative decision by the DOJ. In this commentary, we do not delve into the content of the DOJ’s civil lawsuit and we do not try and predict an outcome.

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November 17, 2017 | Energy | North America | Ended


Uniper / Fortum : Bumping Offers Versus Building Stakes in German M&A

With Uniper shares trading 8.6% higher than Fortum’s €22 per share voluntary offer price, Fortum’s patience will be tested as it waits for Uniper’s share price to migrate lower - is it content with only acquiring the 46.65% Uniper stake held by E.ON (EOAN GY), or will it be pushed into increasing the offer to build its stake higher? Fortum insists it has “no plans nor any reason to raise the offer”, but the company’s ambitions and enthusiasm for acquiring Uniper have been laid clear - event driven funds are, in turn, looking for clues to suggest that Fortum may be compelled to bump its offer. In this report, we examine precedent German tender offers to determine: 1) the key factors that lead to bumps; 2) which precedents are the most similar to Uniper / Fortum; and 3) the feasible outcomes from now through the end of the acceptance period.

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October 27, 2017 | Industrials | North America | Ended


Huntsman / Clariant : Post-Mortem: Companies Terminate Merger, Break Prices

We have written on Huntsman / Clariant extensively and finish by providing a post-mortem and our updated quantitative analysis of the companies’ estimated respective break prices.

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October 26, 2017 | Industrials | Europe | Ended


Abertis / Atlantia : Reactions and Thoughts on the Hochtief Counterbid

ACS has been successful in structuring a deal that uses Hochtief as a vehicle to acquire Abertis. Last week Hochtief proposed a competing offer for Abertis (an all-cash offer at €18.76 per share, and a 0.1281 HOT GY share alternative, both subject to minimum acceptances) which has a larger-than-expected premium to Atlantia’s pending offer (+14%). There are some key effects resulting from the structure of this counterbid, and we assess the upcoming strategies and opportunities for the companies involved.

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September 26, 2017 | Technology | Europe | Ended


Worldpay / Vantiv : Target and Acquirer Susceptibility to a Counterbid

This straightforward and quick closing UK scheme of arrangement is arguably a lay-up that presents a relatively attractive rate of return for most risk arbitrage funds. However, investors should not brush aside certain deal nuances. The payment processing sector is undergoing significant consolidation, and its participants, including global banks, large card issuers and FinTech companies, have a strategic interest in expanding their payment processing capabilities through M&A to retain and increase market share. As top merchant acquirers in the US and the UK, respectively, Vantiv and Worldpay are both susceptible to a counterbid. The single largest deal risk, in our view, is an unsolicited bid for Vantiv. In this note, we explore this scenario alongside other deal considerations, such as the likelihood of a counterbid for Worldpay, break price and accretion/dilution analyses, the merger rationale and antitrust considerations.

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September 13, 2017 | Media | Europe | Ended


Sky / Twenty-First Century Fox : "Non-Fanciful Concerns" and New Deal Risks

Our thoughts and additional commentary in relation to Culture Secretary Karen Bradley’s public announcement on Sky / Fox in Parliament yesterday, and the disclosure of clarification letters by Ofcom.

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August 30, 2017 | Industrials | Europe | Ended


Abertis / Atlantia : M&A Re-Rating and Counterbid/Bump Scenarios

A successful Abertis / Atlantia merger is much more likely now than during the companies’ first failed attempt in 2006. Now that the target and acquirer have swapped roles, Italian protectionism can no longer lapse the deal. The pending deal has compelling rationale, is accretive for Atlantia and should face few antitrust concerns. It is also only subject to a low 50% + 1 minimum acceptance condition, aimed at ensuring transaction consummation. Despite such positive aspects, the deal faces multiple hurdles with varying effects on Abertis and Atlantia shareholders. Our research assesses deal impacts on Atlantia and ACS, ACS’ funding options, the interested parties, LBO returns, Criteria Caixa and Spanish government influences, break prices and event driven trading strategies. The outcomes present different opportunities for different strategies.

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July 20, 2017 | Technology | Europe | Ended


Worldpay / Vantiv : M&A Acquirer Activism and Standalone Values

When the $20bn Huntsman / Clariant merger-of-equals was announced, it was met with disappointment from shareholders of both sides, but Clariant’s shares initially rose on the synergy and accretion upside, and on speculation that the company may receive a takeover proposal from a third party. Since Clariant has been labelled as the acquirer for purposes of the deal structure, the risk arbitrage spread has remained wide since the announcement. This is surprising given it is a nil-premium merger (usually spreads trade around parity for these types of deals), but at first glance understandable given the risks to being short Clariant, a potential takeover target. The spread has widened since 4-Jul-17, when the deal was criticised by Clariant’s newest and largest shareholder, White Tale Holdings, which comprises of activist fund Corvex and 40 North, who seek an “alternative transaction”. Our research assesses the deal rationale, what the activists can do to disrupt, how Clariant can defend itself, the Venator IPO, standalone values, break prices and risk arbitrage trading considerations. Contents

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June 26, 2017 | Media | Europe | Ended


Sky / Twenty-First Century Fox : UK Political Impacts on the Sky-Fox Deal

What will the political fallout from the recent UK general election mean for the Sky / Fox transaction? Theresa May holds a precarious position as Prime Minister, and we ask whether the Conservatives’ agreement with the Democratic Unionist Party (DUP), signed today, will keep the Tories in government for the remainder of the deal. We include background information on the legislative framework which enables a new general election to be called, and how the Conservatives, and Theresa May, will try to hold on to power for the next five years, let alone until Sky / Fox closes. We include expert insights on the deal impacts if Karen Bradley is replaced as SoS following a future cabinet reshuffle, or in the event of a Labour general election win.

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