March 28, 2019 | Media | Europe | Ended
Scout24 / Hellman & Friedman and Blackstone : The 50%+1, Bestellerprinzip Risk and Optionality
In the wake of news in summer 2018 that German lawmakers were proposing a significant regulatory reform to the domestic real estate market - the Bestellerprinzip - Scout24’s stock price collapsed by nearly 30%. This negative performance helped trigger renewed interest from private equity firms and the company was subsequently shopped to potential buyers. After some suitors dropped out and a bid was rejected, the company finally agreed to be taken private by a financial sponsor consortium consisting of Hellman & Friedman and Blackstone. These same sponsors formerly held 70% of Scout24 for two years before IPO’ing the company in October 2015. In this note, we explore why the sponsors are returning for a second run, the deal and timing implications of a potential Bestellerprinzip implementation on the German home sales market, and the potential outcomes given the 50% minimum acceptance condition. We analyse the strategies, trading and ownership developments of similar precedent deals over the past ten years, both during and after acceptance periods, and calculate Scout24’s break price in formulating our recommendations.
March 26, 2019 | Telecom | Europe | Ended
A private equity consortium led by Apax announced a recommended offer for Inmarsat at $7.21 cash per share. The firm offer follows the consortium’s proposal announced on 19-Mar-19 and is cum dividend, comprising of $7.09 cash plus Inmarsat’s previously announced final dividend of $0.12 (record: 23-Apr-19, ex-date: 18-Apr-19). The offer will be implemented as a UK scheme of arrangement and the consortium has secured irrevocable undertakings from Lansdowne (11.4%), as well as Inmarsat directors (0.5%). Regulatory hurdles include antitrust in Austria, China, Germany, Russia, the UK and US, and foreign investment approvals in Australia, Germany, India, Italy, Russia and the US (under CFIUS). Shareholder votes are expected to take place by 31-May-19 with a targeted effective date during 4Q’19. The tension between public markets and private equity is at the heart of the offer. The financial sponsors see long term value in the satellite operator, and believe that an offer pitched at about the same level as a strategic one from EchoStar last summer (albeit in cash) will see institutional investors rushing for the exit. Inmarsat faces short-term headwinds in its traditional maritime markets and uncertainty in relation to payments from Ligado. However, the company remains an attractive asset for strategic buyers and potential counterbids are likely to be at least examined by EchoStar and Softbank.
February 25, 2019 | Technology | North America | Ended
Red Hat / IBM : Vertical Limit: The Cloud, Linux and European Antitrust Scrutiny
From an antitrust perspective, the Red Hat / IBM transaction has presented a degree of complexity due to the parties’ long-standing vertical relationships. Red Hat and IBM are partners rather than competitors and work together on the open source Linux software platform. Regulators could probe whether IBM has an incentive to shift or reshape these vertical relationships in a manner which could be considered anti-competitive, for example, by halting the supply to competitors or degrading interoperability with competitors’ products. This potential for vertical effects is more likely to raise eyebrows with the European Competition Commission (EC) than the US Department of Justice (DoJ). In this report, we examine the segments of the cloud market where Red Hat and IBM operate, and where competition issues potentially arise. We then analyse how European and other antitrust regulators could deal with these based on precedent reviews.
January 28, 2019 | Health Care | North America | Ended
Celgene / Bristol-Myers Squibb : Buyers for BMS, Merger Agreement Strength, Antitrust and Activism
We expect Celgene / Bristol-Myers Squibb (BMS) to be a core position for nearly every risk arbitrage fund in 2019. Although the knee-jerk selling in BMS by unconvinced market participants has subsided, the spread remains wide as event funds have somewhat held back, realising that they cannot meaningfully impact and contract the spread of this $61bn target. In this note, we explore the elephant in the room – an unsolicited bid for BMS pitched at a high enough premium to cause the merger to lapse. We also discuss the impact of Celgene’s patent litigations and a failed pipeline drug’s ability to test the permitted settlements and MAC provisions, respectively, antitrust hurdles and potential activist actions. Finally, we analyse precedent tradable CVRs, and the timetables and approval likelihood of each component that makes up the Celgene CVR.
January 17, 2019 | Media | North America | Ended
Tribune Media / Nexstar Media Group : A Different Approach to Sinclair
In acquiring Tribune Media, Nexstar Media Group is implementing a similar strategy to Tribune’s prior suitor, Sinclair Broadcast Group. While the pathway of the now failed Sinclair deal led to an acrimonious dispute with regulators over TV station divestitures, we provide evidence to support the view that Nexstar is undertaking a far less provocative stance with the Federal Communications Commission and Department of Justice. Nexstar has committed to divest at least 13 stations and is armed with a list of potential independent acquirers for these assets. Moreover, Nexstar is viewed as a less partisan acquirer.
December 19, 2018 | Consumer Discretionary | Europe | Ended
A definitive offer for Amer Sports came on 7-Dec-18 from a widened and stronger Anta-led consortium after further due diligence and negotiations with lenders. Trusting the legitimacy of the Helsinki Takeover Code and the rationality of the Committee on Foreign Investment in the US (CFIUS), funds may have increased confidence that the firm deal can succeed with few issues. In this report, we explore the stability of the Finnish Securities Markets Act’s Helsinki Takeover Code, and the enforceability of debt financing agreements for a case where, for example, Anta runs into capital raising problems stemming from previously-reported accusations that the Junjuan City-based company has “fraud-like” traits. Separately, we study the impact of CFIUS on this deal – the market is only pricing in minimal CFIUS risk, but this is a hurdle that should not be overlooked.
November 28, 2018 | Media | North America | Ended
Twenty-First Century Fox / Disney : Brazil Antitrust, Collar and Election Strategies, New Fox Value
Disney’s acquisition of Fox is the world’s largest pending public M&A deal, and its high-profile nature, attractive return and convoluted structure has piqued the interest of most risk arbitrage investors. With US, European and Chinese antitrust rulings behind us, and with just eight jurisdictions left, risk arbitrage funds can now prepare for deal consummation. In this note, we explore the approach, criticism and likely rulings by the last major antitrust regulator: Brazil’s CADE. However, we mainly focus on trading dynamics and considerations leading into and after the ruling. We explore the mechanics, valuation and delta hedging strategies of fixed-value M&A collars, including how risk arbitrage funds will typically trade Fox / Disney. In addition, we highlight the investment pitfalls and opportunities presented when targets face elections with collars that are subject to proration. We then suggest how to properly trade around the election averaging period in Fox / Disney to minimise hedging risks in assuming how other investors will elect. Finally, we calculate a fair value for New Fox, appropriate break prices for both Fox and Disney and put the various pieces together in recommending how to most efficiently trade this risk arbitrage opportunity.
November 07, 2018 | Industrials | Australia | Ended
APA Group / CK Infrastructure Holdings : Call with Our Australian Legal Advisers
The Australian Treasurer, Josh Frydenberg, announced after the market close in Australia that he intends to block CKI’s acquisition of APA Group on national interest concerns, “on the grounds that it would result in an undue concentration of foreign ownership by a single company group in our most significant gas transmission business”. This was a surprise announcement for many given the FIRB’s position on the vast majority of previous transactions, and highlights the discretion that the Treasurer holds in relation to making such decisions. We spoke to our Canberra-based legal and political advisers, who have extensive experience in foreign investment clearance and M&A in Australia, to get their take on the Treasurer’s preliminary announcement.
October 25, 2018 | Industrials | Australia | Ended
Australia is in the midst of a highly politicised debate over China’s influence in its politics and businesses, and Cheung Kong Infrastructure’s (CKI) bid for gas infrastructure company APA has found itself caught in the middle. The debate so far has primarily been carried on by high-profile conservatives who criticise the deal on grounds that CKI is a stalking horse for Chinese influence and interests on Australian soil. Others warn of competition and national security issues. The Australian Competition & Consumer Commission (ACCC) has approved the takeover, leaving national security approval by Treasurer Josh Frydenberg as the only remaining hurdle. While Frydenberg is responsible for ultimate signoff, recommendation will come from the Foreign Investment Review Board (FIRB), the body responsible for assessing national security issues related to foreign acquirers, and the Critical Infrastructure Centre (CIC). The FIRB approved CKI’s $7bn acquisition of utility Duet in 2017 but rejected its bid for electricity distributor Ausgrid in 2016, reinforcing its reputation for being difficult to second-guess. In this report, we explore the deal’s perceived threat to Australian national security and the likely assessments by the FIRB and the CIC, both conditions to deal consummation. We look at precedents that could indicate the FIRB’s decision and place our findings in the context of the current political debate surrounding the deal. Finally, we include an APA break price analysis and offer our thoughts on risk arbitrage trading considerations.
September 25, 2018 | Materials | Europe | Ended
The nil-premium combination of Barrick Gold and Randgold Resources will create the largest gold producer in the world. The parties have disclosed limited regulatory hurdles, with the only antitrust clearance required from South Africa, where the parties use the same refining facilities. Political risks attached to the geographical location of Randgold assets are standard for mining industry investors and the appointment of Mark Bristow as CEO (currently Randgold’s CEO) may mitigate concerns that Barrick shareholders face in relation to its 64% stake in the Tanzania-focused Acacia Mining. In this report, we analyse antitrust issues in South Africa and the sensitivities in other key regions: Mali, Côte d’Ivoire, the Democratic Republic of the Congo and Tanzania. We also explore valuation considerations, including the scope for a bump for Randgold, or a counterbid for Barrick, and assess risk arbitrage trading opportunities.