December 22, 2021 | Health Care | North America | Ended
Cerner / Oracle : Deal Insights
On 20-Dec-21, Oracle announced its largest ever acquisition after signing an all-cash agreement to purchase electronic health records (EHR) provider Cerner for $28.3bn, or $95.00 per share. The offer price represents a 5.8% one-day premium but a 19.5% premium to Cerner’s undisturbed price on 16-Dec-21, before the Wall Street Journal reported that the companies were in talks. The transaction is subject to regulatory approvals (US and EU named so far) and a 50% minimum acceptance. On timing, antitrust and foreign direct investment filings will be made promptly and HSR will be filed within 30 days (by 19-Jan-22). Oracle can launch the tender offer within ...
December 16, 2021 | Real Estate | Europe | Ended
Immofinanz / CPI : Deal Insights
On 3-Dec-21, German-listed and Luxembourg-incorporated CPI Property Group (O5G GR, “CPI”) announced plans to launch a mandatory offer for all outstanding shares in Immofinanz, a leading Austrian real estate company. The offer will be launched once CPI completes a purchase of a 10.6% stake in Immofinanz that, when added to the 21.4% it already holds, will take CPI beyond the 30% mandatory offer threshold required under Austrian takeover law. The additional stake purchase will be through a share purchase agreement with RPPK Immo and requires antitrust approvals from Austria, Germany, the Czech Republic, Hungary, Poland, Romania, Serbia, and Slovakia. The €21.20 per share mandatory offer is not subject to ...
November 30, 2021 | Media | Europe | Ended
Daily Mail & General Trust / Rothermere Continuation : Deal Insights
DMGT chairman Jonathan Harmsworth, better known as Lord Rothermere, is seeking to take the publishing group private after nearly a century on the stock market. Under the terms of the definitive agreement, structured as a UK takeover offer, the Rothermere family company, RCL, is offering shareholders £3bn, or 1,263p per share, consideration, comprising: (i) a 255p cash offer, which is 4p higher than RCL’s previous proposal in July 2021; (ii) a 568p special cash dividend, representing cash resources at DMGT after the company received proceeds from the sale of its insurance business, Risk Management Solutions (RMS); (iii) 0.5749 shares of Cazoo (CZOO US), a special stock dividend of the company’s recently deSPAC’d UK online used car business ...
November 18, 2021 | Technology | North America | Ended
CyrusOne / KKR, Global Infrastructure Partners : Deal Insights
Data centre real estate investment trust (REIT) CyrusOne has agreed to a $15bn public-to-private buyout by KKR and Global Infrastructure Partners (GIP). The consideration offered is $90.50 cash per share, which represents a 25% premium to CyrusOne’s undisturbed closing price on 27-Sep-21, the day before Reuters reported that CyrusOne was exploring strategic alternatives. Formally announced on 15-Nov-21, the deal is conditional on approval from CyrusOne shareholders (50% of votes cast) as well as on antitrust and foreign investment clearances from relevant authorities. Only the FTC was mentioned in the merger agreement and the parties are expected to file an HSR notification within 10 business days from the date of the agreement (by 29-Nov-21). The transaction is also subject to receipt of an opinion that CyrusOne has been and will be qualified to operate as a REIT from ...
November 11, 2021 | Industrials | Australia | Ended
Sydney Airport / Sydney Aviation Alliance : Deal Insights
On 8-Nov-21, Sydney Airport announced it agreed to be bought by a consortium of investors for AUD 23.6bn, a record for an M&A deal in Australia. The consortium, named Sydney Aviation Alliance (“SAA”), is comprised of several Australian and international investment and infrastructure funds, including IFM Australian Infrastructure and IFM Global Infrastructure, AustralianSuper, QSuper, and Global Infrastructure Partners. Another major shareholder, UniSuper, has agreed to roll over its ...
November 10, 2021 | Technology | North America | Ended
McAfee / Advent-led Investor Group : Deal Insights
Just a year after its IPO, US cyber security company McAfee has agreed to be taken private by a consortium of six investment firms. The investor group is led by private equity sponsors Advent International and Permira Advisers and co-investors include Crosspoint Capital, the Canada Pension Plan Investment Board, Singapore’s GIC, and the Abu Dhabi Investment Authority. Under the terms of the agreement, signed on 5-Nov-21, the consortium will offer $26.00 per share, which represents a ...
November 09, 2021 | Energy | Australia | Ended
AusNet Services / Brookfield Asset Management : Deal Insights
Following a series of overtures over the past two months, on 1-Nov-21, Australian power and gas distribution company AusNet Services agreed to an all-cash takeover by a four-firm investment consortium led by Canada’s Brookfield Asset Management. Other co-investors include Australia’s Sunsuper Superannuation Fund, Alberta Investment Management Corporation, the Investment Management Corporation of Ontario, and the Healthcare of Ontario Pension Plan. The offer consideration of AUD 2.65 per share represents a ...
November 06, 2021 | Real Estate | Europe | Ended
Alstria Office REIT / Brookfield Asset Management : Deal Insights
Betting big on German office market recovery, Brookfield Asset Management (“Brookfield”) has announced a voluntary public takeover offer for all outstanding shares of Alstria Office REIT (“Alstria”) that it does not already own for €19.50 cash per share. We calculate that the offer represents a 23.6% premium to the target’s closing price on 1-Jul-21, which is when Brookfield filed an increase in its ownership position in Alstria from 2.94% to 8.35%. Shares in the German company then jumped to hit a 52-week high. The offer is a one-day 17.3% premium to Alstria’s closing price on 3-Nov-21 and a 6.8% premium to its last reported EPRA NTA on 30-Sep-21. The 1-Jul-21 stake increase led to initial speculation about a possible bid for the REIT although Alstria subsequently issued a statement on 21-Jul-21 denying that the companies were in negotiations. Alstria’s management and supervisory boards support the offer and intend to recommend it to shareholders, subject to a review of the offer document. There is a ...
October 28, 2021 | Real Estate | Europe | Ended
Entra / Balder : New Deal Insights
Swedish real estate firm Balder announced on 12-Oct-21 that it will present a mandatory offer to buy Norwegian peer Entra, after raising its stake to 33.67%. Balder said it will launch the mandatory offer, to buy the remaining shares at a minimum NOK 202.5 per share, within the next four weeks (by 9-Nov-21). This is in line with the highest price it paid for a share in the latest stake acquisition. The acquirer said it prefers that Entra continues to be listed in Oslo while it increases its ownership interest. Balder’s announcement was light on specifics, but we spoke to the company to gather a few incremental details. First, no antitrust approvals are needed since Balder has not ...
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.