August 08, 2023 | Health Care | North America | Ended
Reata Pharmaceuticals / Biogen : Deal Insightss
Biotechnology company Biogen announced on 28-Jul-23 that it intends to buy Texas-based rare disease specialist Reata Pharmaceuticals for $172.50 per share in cash, implying a 58.9% premium to the previous day’s closing price. Both boards support the deal, which is expected to close in 4Q’23, against a long-stop date of 28-Jan-24. Conditions to closing include HSR clearance and approval by Reata shareholders; Biogen shareholder approval is not required. The preliminary merger proxy is expected within ten business days (by 11-Aug-23), and the target shareholder meeting will be held within 30 days from the initial mailing of the definitive proxy. The deal is not subject to financing, and despite $7.3bn of cash on its balance sheet, Biogen said it will fund the acquisition through cash and new debt, through a senior unsecured bridge loan for $1.5bn from JPMorgan. The merger agreement contains customary clauses on representations, warranties, and covenants, with MAC carve-outs for pandemic and war. A burdensome condition makes specific reference to Reata’s Skyclarys (omaveloxolone) drug, which is ...
July 20, 2023 | Health Care | North America | Ended
NuVasive / Globus Medical : Deal Insights
We are picking up coverage of Globus Medical's definitive and pending all-stock acquisition of its medical device rival, NuVasive, announced on 9-Feb-23. The merger exchange ratio is 0.75 Globus shares for each NuVasive share and, at announcement, this valued the target at $57.52 per share. Since then, Globus shares have declined by -20.3%, bringing the current value to $46.01 per NuVasive share. Shareholder votes were secured at respective shareholder meetings on 27-Apr-23, and the main catalyst and the only pending condition to closing is HSR clearance. HSR was filed on 3-Mar-23, was pulled-and-refiled on 3-Apr-23, and on 3-May-23, the FTC issued a second request. This caused the gross risk arbitrage spread to widen from ...
July 11, 2023 | Industrials | Asia | Ended
NWS Holdings / CTFE : Deal Insights
On 26-Jun-23, Chow Tai Fook Enterprises (“CTFE”) announced its plan to acquire NWS Holdings (“NWS”) for nearly HKD 35.5bn, or HKD 9.15 per share. The offer consideration represents a 14.5% premium over NWS’ share price prior to a pre-announcement trading halt and a 22.2% premium over its undisturbed, previous day’s closing. Since NWS is incorporated in Bermuda and listed in Hong Kong, both the Bermuda Companies Act and the Hong Kong Takeover Code are applicable; the takeover offer is not extended to NWS’ sponsored ADS’ (illiquid securities which trade under NWSGY US). Target shareholders will additionally receive NWS’ final dividend for its fiscal year ending 30-Jun-23 (estimated at HKD 0.31 per share per Bloomberg, with a record date in late November 2023). However, CTFE reserves the right to downwardly adjust the consideration by any other distribution. NWS has established an independent board committee to make a recommendation to its shareholders and has appointed Quam Capital as ...
June 29, 2023 | Technology | Asia | Ended
Government-backed Japan Investment Corp. (“JIC”) has reached an agreement to acquire Tokyo-based semiconductor equipment maker JSR for JPY 4,350 per share, representing a one-day premium of 34.5%. News of JIC’s approach was initially reported in Nikkei on 24-Jun-23 and was subsequently confirmed by JSR. After a board meeting on 26-Jun-23 and after having received valuation reports from Mizuho Securities and Mitsubishi UFJ Morgan Stanley Securities, JSR’s board unanimously decided to support the offer and intends to recommend shareholders to tender their shares. The transaction will be structured as a tender offer and the companies expect to launch the offer in late December 2023, with a duration of 20 business days, as mandated by statutory minimum requirements. Activist fund ValueAct Capital ...
June 27, 2023 | Health Care | Europe | Ended
Dechra / EQT, ADIA : Exploring CMA Jurisdiction
In our previous analysis, we highlighted the voluntary nature of the CMA’s merger control regime that allows deals to close without formal notification, even if certain thresholds are met. Most companies notify anyway, however, because it’s a question of legal and commercial certainty. But if a company closes a deal prior to approval, that’s perfectly legal. However, the CMA retains the authority to “call in” deals that raise competition concerns. In the case of Dechra, the absence of a UK merger control condition in the Rule 2.7 announcement suggests that the acquisition does ...
June 13, 2023 | Health Care | North America | Ended
Amedisys / Option Care Health : Deal Insights
On 3-May-23, home health and hospice group Amedisys agreed an all-stock merger with home care provider Option Care Health, valuing Amedisys at $3.6bn, or $97.38 per share on the day. Based on the 3.0213 merger ratio, the consideration represents a 26% premium to the previous day’s close and is set to provide Amedisys shareholders with 35.5% ownership of the combined company, with Option Care shareholders owning the remaining 64.5%. On 5-Jun-23, in a surprise development, UnitedHealth Group’s (UNH US) Optum unit announced its own bid for Amedisys, confirming that it had submitted an all-cash $100 per share proposal on 26-May-23. Amedisys’ board responded that ...
June 06, 2023 | Health Care | Europe | Ended
Dechra / EQT, ADIA : Deal Insights
Veterinary pharmaceuticals company Dechra Pharmaceuticals (“Dechra”) signed a definitive agreement on 2-Jun-23 to be taken over by Swedish private equity firm EQT and Luxinva SA, a subsidiary of the Abu Dhabi Investment Authority (ADIA), for £4.5bn, in one of the biggest UK public-to-private transactions this year. The buyout will be structured as a UK scheme of arrangement, at 3,875p per share, and the consideration is for all intents and purposes cum-dividend whereby EQT has reserved the right to reduce the consideration for any distributions. The price represents a 44.1% premium to the target’s 2,690p closing price on 12-Apr-23, before talks were made public. EQT had reportedly made a series of unsolicited approaches, culminating in a proposal on 3-Apr-23, which prompted the sponsor to be granted due diligence access. The bidders then tabled a proposal at 4,070p per share, which was made public on 13-Apr-23, triggering a put-up-or-shut-up deadline of 11-May-23 that was extended to 2-Jun-23. The agreed offer price is less than what the bidders offered in April most likely due to a profit warning issued by Dechra on 22-May-23. The takeover is conditional on 75% of Dechra shareholders backing the proposal at an EGM and ...
May 26, 2023 | Energy | North America | Ended
PDC Energy / Chevron : Deal Insights
Energy giant Chevron agreed on 22-May-23 to acquire exploration and production company PDC Energy in an all-stock deal with an equity value at announcement of $6.3bn, or $72.00 per share. PDC shareholders will receive 0.4638 Chevron shares for each PDC share held, implying a 11% premium to the previous day’s close and a 14% premium to PDC’s average closing price over the prior 10 undisturbed trading days. Both companies’ boards have approved the deal, which is subject to HSR approval (a filing to be made by 5-Jun-23) and PDC shareholder approval (50%); Chevron shareholder approval is not required. The preliminary proxy is expected to be filed within 30 days (by 20-Jun-23) and the PDC shareholder meeting will be held within 40 days from the definitive proxy. The merger agreement contains customary representations, warranties, covenants, and MAC clauses with specific carve-outs for pandemics and ...
May 18, 2023 | Materials | Australia | Ended
Newcrest / Newmont : Deal Insights
American gold miner Newmont agreed on 14-May-23 to acquire Australian rival Newcrest for an equity value of AUD 26.2bn through an all-stock Australian scheme of arrangement. Newcrest shareholders will receive 0.40 Newmont shares or Chess Depository Interests (CDIs) for each Newcrest share held, giving them 31% ownership of the combined group. In addition, target holders will receive a special dividend of up to USD 1.10 per share once the scheme becomes effective. The definitive agreement comes after Newcrest rejected Newmont’s previous non-binding proposal made on 5-Feb-23 at a 0.38 merger ratio, then worth AUD 27.16 per share and representing a 21% takeover premium. Newmont came back with a “best and final” offer on 11-Apr-23, which increased the merger ratio to 0.40 and added the special dividend, with the proposal then equating to AUD 32.87 per share. Currently, including the special dividend, the accepted offer consideration represents a ...
May 05, 2023 | Technology | Europe | Ended
Majorel / Teleperformance : Deal Insights
French call centre operator Teleperformance announced on 26-Apr-23 its plan to acquire its smaller Dutch-listed and Luxembourg-incorporated rival, Majorel, through a cash and stock voluntary takeover offer. Having received irrevocable undertakings from the target’s main shareholders, who collectively own 78.98% of Majorel, Teleperformance intends to launch a tender offer for 100% of the company at a headline price of €30 per Majorel share. At the initial announcement, the cash consideration offered Majorel shareholders a 43.2% premium to the previous day’s closing price. Majorel shareholders can alternatively elect to receive Teleperformance shares for a portion of the total consideration, at an exchange ratio of 0.1382. Importantly, this is capped at a maximum of 1/3 of the target’s equity (€1bn, approximately 4.6m Teleperformance shares), and if share elections exceed the cap, elections will be scaled down on a ...