October 21, 2021 | Health Care | North America | Ended
Change Healthcare / UnitedHealth Group : In-Depth Report
UnitedHealth Group’s (“UNH”) pending $8.6bn acquisition of Change Healthcare (“Change”) exhibits the widest risk arbitrage spread and one of the lowest implied probabilities of completion in the global risk arbitrage universe. The deal has been under review at the Department of Justice (“DoJ”) since January 2021 and received a second request in March; since then, rumours have circulated that the regulator could litigate to block the deal. Specific concerns focus on anticompetitive conflicts of interests that would result from UNH, as the US’ largest insurer, accessing Change’s expansive proprietary dataset and if the acquisition will allow UNH to extend its already considerable market power to other parts of the healthcare ecosystem. Meanwhile the changing political mood in Washington on antitrust reform appears to be spurring on enforcers to protect competition in critically important healthcare and technology markets, which could spell further trouble for the deal. In this report, we speak to antitrust lawyers, industry experts, and UNH to evaluate the main antitrust risks associated with UNH owning Change and whether the DoJ will sue to stop the deal. We also examine potential remedies that would allow UNH to avoid litigation along with the company’s willingness to defend the acquisition in court. We calculate Change’s fair standalone value and where its shares could revert to in the event of litigation and termination, considering trading and operating performances of Change and its peers since deal announcement. Finally, we consider the overweighted hedge fund ownership and the extent to which termination will cause an expected immediate knee-jerk reaction with Change dislocating from its fundamental value.
October 08, 2021 | Materials | North America | Ended
Kirkland Lake Gold / Agnico Eagle Mines : New Deal Insights
Canadian gold miners Kirkland Lake Gold (“Kirkland”) and Agnico Eagle Mines (“Agnico”) announced their plan on 28-Sep-21 to combine in an all-stock, nil-premium merger-of-equals that would create the world’s third largest gold miner. The merger terms value the understood target, Kirkland, at CAD 14bn, or CAD 50.63 per share based on the previous day’s close, which represents a 1% premium to Kirkland’s 10-day average price and a 9% discount to Kirkland’s closing price before the deal was announced. Both companies’ boards have approved the deal, and the enlarged Agnico will be led by a combined board and management team that includes seven Agnico directors and six Kirkland directors. Kirkland’s CEO, Tony Makuch, will retain his title, while Sean Boyd, CEO of Agnico, will ...
October 05, 2021 | Health Care | North America | Ended
Acceleron Pharma / Merck & Co : New Deal Insights
US life sciences group Merck said on 30-Sep-21 it had reached an agreement to buy biotech firm Acceleron Pharma for $180 per share, to broaden Merck’s portfolio of treatments beyond its aging cancer drug, Keytruda. The offer price represents a 2.6% one-day premium but a 34.6% premium to 16-Sep-21, the day prior to an increase in Acceleron’s trading volumes and an untoward movement in the target’s share price prior to Wall Street Journal speculation of a potential deal on 27-Sep-21. Structured as a tender offer, the takeover is subject to a minimum acceptance condition of 50% yet no Merck shareholder vote is needed. Offer conditions include clearances from antitrust regulators in the US, Germany, and ...
September 27, 2021 | Media | Europe | Ended
Lagardère / Vivendi : New Deal Insights
The five-year battle for control of French media, publishing, and travel retail conglomerate, Lagardère, is close to concluding following the announcement by rival Vivendi on 15-Sep-21 that it has struck a deal to buy Amber Capital’s (“Amber”) stake in Lagardère (17.9% share capital, 14.3% voting rights). The parties have agreed to a price of €24.10 per Lagardère share, representing a 24% premium to the target’s undisturbed price. Vivendi already controls 27.2% of Lagardère’s share capital (21.8% votes), and with Amber’s stake it will hold to 45.1% of the share capital and 36.1% of voting rights, thus exceeding the 30% mandatory offer threshold (share capital or voting rights) under French takeover rules. Consequently, once the stake acquisition completes, Vivendi must launch a ...
September 16, 2021 | Energy | Australia | Ended
Oil Search / Santos : New Deal Insights
After rejecting an initial proposal in June 2021, Oil Search has agreed to a sweetened offer from Australian rival Santos, to create one of the top 20 oil and gas companies in the world. On 2-Aug-21, the companies reached an agreement on a merger ratio whereby OSH shareholders will receive 0.6275 Santos shares for each OSH share to own 38.5% of the combined company; Santos shareholders will own the remaining 61.5%. The companies subsequently signed confidentiality agreements and undertook extended due diligence, and, on 10-Sep-21, entered into a merger implementation deed based on the previously announced exchange ratio and other specific terms. The offer at announcement equates to AUD 4.29 per OSH share, a 16.8% premium to the target’s undisturbed price on 19-Jul-21, the day prior to the public disclosure of the first proposal. OSH’s board recommends the deal, subject to an opinion from an independent expert. OSH is incorporated in Papua New Guinea (“PNG”) and, as such, clearances are needed from ...
September 08, 2021 | Health Care | North America | Ended
Hill-Rom Holdings / Baxter : New Deal Insights
US medical product and device company Baxter announced on 2-Sep-21 that it would acquire rival Hillrom, a medical equipment and technology manufacturer known for its ‘connected’ hospital beds. Baxter will pay $156 per share, representing an equity value of $10.5bn and a total enterprise value of about $12.4bn. Hillrom will continue and is permitted to pay its shareholders regular quarterly dividends as long as each of these do not exceed $0.24 per share. The price implies a 26% one-day takeover premium to Hillrom’s undisturbed price over a month earlier, on 27-Jul-21 – the day before Bloomberg reported that an initial takeover approach from Baxter had been rejected. Baxter reportedly ...
September 07, 2021 | Health Care | Europe | Ended
Swedish Orphan Biovitrum / Advent Int'l, GIC : New Deal Insights
On 2-Sep-21, Swedish drugmaker Sobi received an offer from a consortium consisting of US private equity firm Advent International and Singapore’s sovereign wealth fund, GIC, for SEK 69.4 ($8bn), or SEK 235 per share. The offer, which will be adjusted lower for any dividends prior to settlement, represents a one-day premium of 34.5% to Sobi’s undisturbed price on 25-Aug-21, the day before Bloomberg reported that Advent was interested in a potential deal. The Sobi board recommends the offer, which is supported by a fairness opinion from Danske Bank as well as by key Sobi shareholders who have provided soft irrevocable commitments: (i) Investor AB (INVEB SS, 35.4%), and (ii) Fjärde AP-Fonden (“AP4”, 6.8%). A 90% minimum acceptance condition ...
August 30, 2021 | Health Care | North America | Ended
Inovalon / Nordic Capital-led Consortium : New Deal Insights
On 19-Aug-21, healthcare software provider Inovalon Holdings agreed to be acquired by a Nordic Capital-led consortium of financial sponsors. The $41.00 per share offer price implies a one-day premium of 25.3% over Inovalon’s undisturbed price on 26-Jul-21, the day before the news broke that Nordic Capital was in “advanced talks” with the company about a potential transaction. Nordic Capital is joined by Insight Partners as lead co-investor and 22C Capital, as well as certain Inovalon Class B stockholders and its founder and CEO, Keith Dunleavy ...
August 25, 2021 | Industrials | Australia | Ended
Spark Infrastructure Group / KKR, OTPP, PSPIB : New Deal Insights
On 23-Aug-21, a consortium led by US private equity firm KKR struck a firm agreement to acquire Australian energy firm, Spark Infrastructure. The deal comes after multiple attempts from the consortium which, aside from KKR, includes Canada’s Ontario Teachers’ Pension Plan (OTPP) and the Public Sector Pension Investment Board (PSPIB). The buyers have completed due diligence and are offering, in total, AUD 2.95 per Spark stapled security (1.8bn Spark securities, with each comprising of one unit stapled to one note which trade together on the ASX). The headline consideration is cum dividend and includes a AUD 0.0625 interim dividend per share that already went ex-dividend on 7-Jul-21 (albeit payable 15-Sep-21). However, the offer also includes a
August 23, 2021 | Defence | Europe | Ended
Ultra Electronics / Cobham : New Deal Insights
UK defence group Ultra Electronics (“Ultra”) announced on 16-Aug-21 that it had agreed to a takeover by its recently taken private rival, Cobham. The offer price of 3,500p per share represents a one-day premium of 63.1% to Ultra’s undisturbed price on 24-Jun-21, the day before the companies confirmed they were in talks over a possible combination. The price will be adjusted lower for any Ultra distributions with the exception of an interim dividend of 16.2p announced on 19-Jul-21 (to be paid on 17-Sep-21 to shareholders on record on 27-Aug-21). The deal structure is a UK scheme of arrangement that requires Ultra shareholder approval at a Court Meeting (75% or more in value) and EGM (75% of the votes cast). Ultra’s board will recommend the scheme and has offered irrevocable commitments ...