Latest Reports

January 23, 2018 | Media | Europe | Ended

Sky / Twenty-First Century Fox : The CMA’s Findings and the ‘Event-Based’ Sunset Clause

We provide our thoughts on Sky / Fox since the CMA’s recent decision will impact the deal. What we found in the possible remedies document is the addition of Disney as a catalyst to get through UK regulators. CMA statements point to a rather simple solution for Fox to get the deal completed: offer all the structural and/or behavioural commitments requested, then agree with the Secretary of State (SoS) that if Disney / Fox completes, these remedies will fall away (again, since the Disney owning Sky weakens the link between the Murdoch’s and Sky). The CMA spells out this possibility and refers to it as an ‘event-based’ sunset clause.


January 23, 2018 | Industrials | Europe | Ended

Linde / Praxair : Antitrust Implications and Break Prices

The merger between Linde and Praxair offers alternative investment avenues: some funds are fixated on the ‘back-end’ squeeze-out in Linde, while others focus on the Linde untendered versus tendered share class trade. Many are combining these strategies and mix in a little merger arb. At this stage, we believe that deviating from the strict merger arbitrage situation introduces market-related risks and we refrain from looking beyond the deal at hand. In this research report, we offer our view on whether the merger can clear global antitrust scrutiny, and the implications and break scenarios if it does not.


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.


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.


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.


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.


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.


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.


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.


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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