July 17, 2025 | Industrials | Asia | Active
Toyota Industries / Toyota Fudosan : Deal Insight
Japanese automaker Toyota Group confirmed a major restructuring on 3-Jun-25 by announcing a tender offer to privatise its forklift manufacturing affiliate, Toyota Industries. The offer will be launched by Toyota Fudosan (private), a privately-held real estate subsidiary of the group. Toyota Fudosan is offering JPY 16,300 per share, representing a 23.25% premium to Toyota Industries’ undisturbed share price of JPY 13,225 on 25-Apr-25, the trading day before media reports surfaced regarding a possible transaction. Following the announcement, Toyota Industries suspended both its interim and year-end dividend payments. Alongside Toyota Fudosan, four Toyota Group entities are involved in the deal: Toyota Motor Corporation (“TMC”, 7203 JP), the core vehicle manufacturing arm; Aisin (7259 JP), a drivetrain and braking system supplier; Denso (6902 JP), which manufactures automotive electronics; and Toyota Tsusho (8015 JP), a trading arm focused on import/export and domestic sales of vehicles. These companies hold stakes in Toyota Industries and support the transaction via equity contributions and tender commitments, discussed in detail below. The tender offer includes a 42.01% minimum acceptance condition. Toyota Fudosan has entered into a master agreement with TMC, which owns a 24.66% stake, under which TMC has agreed not to tender its shares but instead wait to sell its stake until squeeze-out. Furthermore, (i) TMC will subscribe to non-voting preferred shares, (ii) TMC will conduct a tender offer for its own shares whereby Toyota Industries has agreed to tender its 9.15% stake held in TMC, and (iii) TMC will eventually sell its entire stake in Toyota Industries after completion of the squeeze-out. This stake sale (24.66%), combined with achieving the minimum acceptance (42.01%) through the tender offer, is structured to allow Toyota Fudosan to gain control of over two-thirds of Toyota Industries. Essentially, TMC will only sell its 24.66% stake in Toyota Industries after the squeeze-out, via a “share repurchase” that Toyota Industries will fund through its own divestments of cross-holdings in TMC, Denso, Toyota Tsusho, and Aisin. Additional support to meet the 42.01% threshold will come from Denso (4.93%), Toyota Tsusho (5.09%), and Aisin (2.19%), each of which has committed to tender its entire stake. Anticipated in early 2026, TMC, Aisin, Denso, and Toyota Tsusho will each launch self-tender offers, into which Toyota Industries has agreed to tender its holdings in each of these companies: 9.15% in TMC, 3.07% in Aisin, 6.68% in Denso, and 11.19% in Toyota Tsusho. Thus the companies will buy back their own shares, held by Toyota Industries, to unwind all cross-shareholdings. On the funding side, Toyota Fudosan will contribute JPY 176.5bn in equity. From funds drawn from TMC’s sale of its 24.66% stake in Toyota Industries, TMC will reinvest JPY 706bn in non-voting preferred shares, and Toyota Fudosan, which holds a 5.42% stake in Toyota Industries, will also raise around JPY 873.6bn from a capital increase at its parent entity. Finally, after settlement, Toyota Fudosan will raise additional capital through a third-party allotment and a JPY 1bn personal equity contribution from Akio Toyoda, Chairman of TMC. Toyota Industries’ board supports the offer but has ...
July 16, 2025 | Technology | North America | Active
Core Scientific / CoreWeave : Deal Insight
On 7-Jul-25, former Ethereum miner-turned-AI cloud provider CoreWeave entered into a definitive agreement to acquire its partner – and essentially its landlord – Bitcoin miner and AI infrastructure operator Core Scientific, in an all-stock transaction. Under the deal terms, Core Scientific shareholders will receive 0.1235 newly issued CoreWeave Class A shares for each Core Scientific share. Based on CoreWeave’s undisturbed price on 25-Jun-25 – prior to deal rumours reported by Reuters and The Wall Street Journal – the offer values Core Scientific at $20.40 per share, representing a 65.9% takeover premium. The transaction has been unanimously approved by the boards of both companies, and the merger ratio will result in Core Scientific shareholders owning less than 10% of the combined company. The deal is subject to approval from Core Scientific shareholders (requiring a simple majority of 50%), but a CoreWeave shareholder vote is not required. A preliminary proxy statement will be filed within 45 days (by 21-Aug-25), with a shareholder meeting to be held within 45 days of the proxy’s effective date. The transaction is also subject to regulatory approvals, including HSR clearance, and a notification is expected within 20 business days (by 4-Aug-25). The merger agreement includes a termination fee of $270m and standard provisions covering representations, warranties, and covenants, with a MAC containing carve outs for force majeure events such as war, pandemics, and tariffs. Core Scientific has agreed to a non-solicitation clause, with the usual fiduciary-out exemptions. Both companies are also ...
July 14, 2025 | Health Care | North America | Active
Verona Pharma / Merck : Deal Insight
On 9-Jul-25, US pharma giant Merck announced a definitive agreement to acquire Verona Pharma (“Verona”), a UK-incorporated biopharmaceutical company focused on respiratory diseases. Merck will pay $107 per Verona American Depositary Share (ADS) and the offer price reflects a 23.2% one-day takeover premium. Verona does not pay out any dividends. Unanimously approved by both boards, the deal will be carried out as a scheme of arrangement under UK law and Merck plans to fund the deal using a mix of cash, commercial paper, and new debt. The transaction requires clearance under the HSR Act and approval from Verona ADS holders. Specifically, the requisite votes are 75% approval by value at the scheme meeting, and 75% approval by total votes at an EGM. The HSR filing is expected by 12-Aug-25 (within 25 business days of signing), and a preliminary proxy will be submitted by 5-Aug-25. The merger agreement includes standard terms covering representations, warranties, and covenants, and a MAC contains carve-outs for events like war, pandemics, and tariffs. Both sides have committed to using “reasonable best efforts” to complete the scheme and Verona has also agreed to a non-solicitation clause, with standard fiduciary-outs that allows its board to consider third-party offers. One limitation is a burdensome condition: the companies can’t be forced to offer remedies that would have more than a minimal impact on Verona’s business or financial condition. Also, Merck is not required to fight a legal challenge under antitrust laws or ...
June 26, 2025 | Industrials | Europe | Active
Spectris / Advent : Deal Insight
On 23-Jun-25, a consortium led by private equity firm Advent International entered into a definitive agreement to acquire London-based industrial precision instruments maker Spectris in a £4.4bn deal. The transaction is structured as a UK scheme of arrangement, with Spectris shareholders set to receive 3,763p per share in cash, plus a 28p interim dividend (per Bloomberg, ex-date 2-Oct-25). Further distributions will lead to a downward adjustment to the offer consideration. The price represents an 84.6% takeover premium to Spectris’ share price of 2,038p on 6-Jun-25, prior to media reports of the bid. Joining Advent are the Canada Pension Plan Investment Board (CPPIB) and Auba Investments, a vehicle of Singapore’s GIC; Advent and CPPIB are also bound by a Bid Conduct Agreement that prevents either from backing a rival offer. The target board unanimously deems the terms “fair and reasonable” and intends to recommend shareholders vote in favour. To this end, directors holding 0.22% of shares have provided irrevocables to support the deal. Leading up to the firm offer, Spectris had disclosed on 9-Jun-25 that it had received a proposal from Advent and would recommend the deal if a firm offer were made by a 7-Jul-25 “put-up or shut-up” (PUSU) deadline. On 13-Jun-25, Spectris revealed it rejected a competing bid from KKR, which had submitted its offer on 5-Jun-25, following an earlier proposal dated 2-Jun-25. KKR later confirmed the earlier date, which was a full week before Advent submitted its own approach. Following the definitive M&A announcement, KKR acknowledged the Advent offer but said it was still in the process of conducting due diligence and securing financing. The Takeover Panel has yet to issue a PUSU deadline for KKR. The scheme requires 75% approval at both the Court Meeting and EGM. Clearances are required from antitrust regulators in the EU, US, UK, and China, as well as foreign investment authorities in multiple jurisdictions including Australia, Austria, France, and Sweden. CPPIB’s investment requires separate CFIUS and German merger control approvals, which are conditions to closing. Additionally, Auba’s participation is subject to CFIUS clearance, although the scheme is not conditional on Auba achieving this. Other approvals may be waived by Advent, except for the vote and long-stop date (30-Jun-26). The Cooperation Agreement obliges the consortium to take all necessary steps to secure regulatory approvals, and any remedies will be limited to measures involving Advent or Spectris alone. The scheme document is ...
June 24, 2025 | Industrials | Asia | Active
Brickworks / Soul Patts : Deal Insight
On 2-Jun-25, Australian investment firm Washington H. Soul Pattinson (“Soul Patts”) announced that it had entered into a binding combination deed with building products affiliate Brickworks to create a new holding company. Under the deal terms, Brickworks shareholders will receive 0.82 Soul Patts shares for each Brickworks share. This values Brickworks at AUD 30.28 per share and represents a 10.1% one-day premium and a 16.6% premium to the target’s post-tax net asset value (NAV). The deal has been unanimously recommended by the Soul Patts board and the independent directors of Brickworks, subject to the absence of a superior proposal and a fairness opinion from an independent expert. The merger will unwind a complex and long-criticised cross-shareholding structure dating back to 1969, under which Soul Patts currently owns 43% of Brickworks and Brickworks holds 26% of Soul Patts. The Millner family, who control substantial stakes in both firms, is expected to hold 7-8% of the combined entity. Upon completion, Soul Patts shareholders will own 72% of TopCo (pro forma Soul Patts), Brickworks shareholders 19%, and new investors 9% (those who will participate in a Soul Patts equity raise to take place upon deal completion). At closing, TopCo will adopt the name Washington H. Soul Pattinson and Company, and will continue trading under the ticker “SOL AU”. Todd Barlow, the current Soul Patts CEO, will lead the combined entity, while Brickworks’ CEO Mark Ellenor will remain and focus on operational integration. The transaction is structured as two inter-conditional schemes of arrangement and requires approval from both sets of shareholders, court sanction, and regulatory clearance. A separate headcount test applies, but the combination deed outlines that if the scheme resolution passes a 75% vote threshold, but fails the headcount test due to “inappropriate or improper conduct” or “reasonable grounds”, the company can seek court intervention to waive the test. In line with governance best practices, both companies have committed not to vote their own shares in the other’s scheme. Tax treatment is a closing condition where the deal requires confirmation from the Australian Taxation Office (ATO) that Australian resident shareholders will be eligible for scrip-for-scrip rollover relief. The agreement includes a MAC that allows either party to terminate if Brickworks’ net assets fall by more than AUD 210m or Soul Patts’ by more than AUD 960m. It also includes a “market disruption event” clause triggered if Soul Patts’ 10-day VWAP falls below an agreed NAV range. The scheme booklet is ...
June 19, 2025 | Health Care | Europe | Active
Cofinimmo / Aedifica : Deal Insight
On 3-Jun-25, European healthcare real estate investment trusts (REITs) Aedifica and Cofinimmo announced a definitive agreement to merge to create the largest European healthcare REIT and the fourth largest globally, with a gross asset value (GAV) of €12.1bn. The transaction is structured as an all-share voluntary offer for Cofinimmo under the Belgian Takeover Decree, whereby Cofinimmo shareholders will receive 1.185 Aedifica shares for each Cofinimmo share. Based on Aedifica’s undisturbed share price on 30-Apr-25, the day prior to Aedificia publicly confirming it submitted an exchange offer proposal to Confinimmo’s board, the agreed merger ratio implies a value of €78.03 per Cofinimmo share, representing a 28.3% takeover premium. The deal has been unanimously approved by the boards of both companies. The combined entity will maintain a primary listing on Euronext Brussels and remain part of the BEL20 index. Its board will comprise five non-executive independent directors from each company, and Stefaan Gielens, the current CEO of Aedifica, will lead the merged company. Once integration is complete, Jean Hilger, Cofinimmo’s chairman, will succeed Aedifica’s current chairman, Serge Wibaut. When Aedifica submitted an initial proposal on 30-Apr-25, disclosed to the market on 1-May-25, the then exchange ratio of 1.16 implied an offer price of €80.91 per Cofinimmo share, a 20.8% premium. Cofinimmo’s board rejected the original ratio, describing it as too low and not reflective of Cofinimmo’s portfolio quality or future earnings potential. The board acknowledged the strategic merit of a merger but cited execution risk and the importance of ensuring proper governance and a fair distribution of synergies. The terms were only agreed after further negotiations and an upward adjustment. At Cofinimmo, the voluntary offer will be subject to a 50% plus one share minimum acceptance threshold. The issuance of new Aedifica shares also requires Aedifica shareholder approval at an acquirer extraordinary general meeting on 11-Jul-25. Regulatory approvals are required, including antitrust clearances in Belgium and the Netherlands, and a foreign investment clearance in France. Following shareholder approval and regulatory clearance from the FSMA, the companies plan to
June 18, 2025 | Technology | North America | Active
Informatica / Salesforce : Deal Insight
Cloud data management platform Informatica has agreed to be acquired by software giant Salesforce in an all-cash deal for $25 per Informatica share, representing a 30.2% premium to the target’s undisturbed price on 22-May-25. Shares initially rose 17.5% on 23-May-25 following a Bloomberg report that the companies were in talks. The boards of both firms have approved the transaction, which Salesforce will fund using a mix of cash and new debt. Shareholders controlling 63.2% of Informatica’s voting power through its Class A and Class B-1 shares have already delivered written consent to approve the deal. These include lead investors Permira and the Canada Pension Plan Investment Board (CPPIB), who together hold 56.5% of Class A shares and 100% of Class B-1 shares. The two share classes are economically equivalent, although B-1 shares are unlisted and carry no voting rights on director elections. The written consent ensures that no further Informatica shareholder vote is required. Salesforce shareholders are also not required to vote, but an Information Statement must still be filed and mailed at least 20 calendar days before deal completion, with a preliminary version due by 24-Jun-25. The merger agreement, dated 26-May-25, includes standard representations, warranties, covenants, and a MAC that carves out events such as war, pandemics, and geopolitical disruptions; notably, however, it does not mention tariffs. The agreement also features a standard non-solicitation clause with a fiduciary-out, and “reasonable best efforts” language requiring both parties to take all necessary actions to complete the deal. Finally, a burdensome condition clause limits the remedies required to gain approval, such that they do not materially harm the value of Informatica or reduce the expected deal benefits for Salesforce. The HSR filing is expected by 24-Jun-25, and the deal is projected to close early in Salesforce’s FY’27, which runs from 1-Feb-26 to 31-Jan-27. For now, we assume a ...
June 13, 2025 | Health Care | Europe | Active
Blueprint Medicines / Sanofi : Deal Insight
On 2-Jun-25, Sanofi announced it would acquire US-based biopharmaceutical company Blueprint Medicines for up to $9.5bn, in a move designed to bolster its rare immunology pipeline. Under the agreement, Sanofi will pay $129.00 per Blueprint share in cash, along with one non-tradeable contingent value right (CVR) per share. The CVR entitles holders to receive up to $6 in milestone payments, depending on the development and regulatory progress of BLU-808, an early-stage KIT inhibitor. The cash consideration represents a 27.3% premium to Blueprint’s undisturbed share price, and a 34% premium to its 30-day volume-weighted average price. The structure is a standard cash tender offer requiring a majority of Blueprint shares to be tendered. The offer is expected to be launched by 16-Jun-25, and an HSR filing will be submitted by 24-Jun-25. We note that Austria’s Federal Competition Authority (FCA) was notified on 10-Jun-25. Notably, because of the CVR component, the HSR review period is extended to 30 days, rather than the usual 15 days for cash tender offers. The merger agreement includes customary provisions and the MAC features standard carve-outs for pandemics, war, and “the issuance of any executive orders by the President of the United States.” Blueprint is bound by a non-solicitation clause with fiduciary-out exceptions, and both parties are obliged to use “reasonable best efforts” to obtain required approvals. Sanofi plans to fund the deal through a mix of cash on hand and new debt; the transaction is not subject to any financing condition. On the CVR, BLU-808, is a highly selective oral KIT inhibitor with potential applications across various inflammatory diseases. The payment milestones are ...
June 11, 2025 | Industrials | North America | Active
Chart / Flowserve : Deal Insight
On 4-Jun-25, US industrial equipment manufacturer Chart Industries (“Chart”) agreed to merge with Flowserve, a maker of flow control systems, in an all-stock transaction aimed at creating a leader in industrial process technologies. Under the terms of the definitive agreement, Chart shareholders will receive 3.165 Flowserve shares for each Chart share and the transaction is being touted as a “merger-of-equals”, whereby upon completion, Chart shareholders will own 53.5% of the merged entity, while Flowserve shareholders will hold the remaining 46.5%. Although Chart shareholders will hold the majority of the combined entity’s shares, for all intents and purposes, and for risk arbitrage calculations, Chart is considered the ‘target.’ Based on Flowserve’s closing share price on 3-Jun-25 ($50.52 per Flowserve share), at announcement, the merger ratio valued Chart at $159.90 per share, a -1.0% discount to Chart’s $161.59 undisturbed share price. Flowserve is permitted to continue paying its quarterly dividend, up to $0.21 per share and in-line with its historical practice – upcoming distributions are expected in June (ex-date 27-Jun-25), September (26-Sep-25), then late December, if the merger remains pending. Chart does not currently pay a dividend. Both boards have unanimously approved the deal. The new, combined board will comprise of 12 directors – six from each company. Jill Evanko, Chart’s current president and CEO, will become Chair, while Scott Rowe, Flowserve’s CEO, will lead the enlarged entity as its chief executive. The pro forma company will be headquartered in Texas (Flowserve’s headquarters), while maintaining a presence in both Atlanta (Chart’s headquarters) and Houston, and a global footprint spanning over 50 countries. A new name and branding will be adopted at closing. Conditions to completion include approvals (50%) by both sets of shareholders and regulatory approvals, including under the HSR Act. The merger agreement, dated 3-Jun-25, includes ...
May 28, 2025 | Energy | North America | Active
TXNM Energy / Blackstone Infrastructure : Deal Insight
In a long-term bet on rising electricity demand and modernisation of the US power grid, on 19-May-25, private equity firm Blackstone, through its infrastructure fund Blackstone Infrastructure, agreed to acquire TXNM Energy in an all-cash deal valuing the company at $11.5bn, including debt. The $61.25 per share offer reflects a 15.8% one-day premium over TXNM’s undisturbed share price on 16-May-25. The transaction announced is unanimously approved by TXNM’s board and is expected to close in 2H’26. TXNM will continue to pay dividends until closing, subject to board approval, including a stub dividend calculated for the period between the last declared quarterly dividend and deal completion. The merger parties have contractually agreed to file regulatory notifications no earlier than 90 days after the merger agreement (i.e. not before 16-Aug-25), to the New Mexico Public Regulation Commission (NMPRC), Public Utility Commission (PUC) of Texas (PUCT), Federal Energy Regulatory Commission (FERC), Nuclear Regulatory Commission (NRC), and Federal Communications Commission (FCC). From the 19-May-25 merger agreement, regulatory filings “… shall not occur earlier than ninety (90) days following the date hereof.” An HSR filing will be submitted within 25 business days of a mutually agreed date. This date will be carefully chosen so that the filing occurs less than one year before the expected deal completion, but at least six months before the 18-Aug-26 long-stop date, in order to avoid the need to refile. This addresses FTC regulations, which state ...