August 22, 2025 | Industrials | Europe | Active
Iveco / Tata Motors : Deal Insight
On 30-Jul-25, Agnelli family-backed truckmaker Iveco Group announced two separate transactions, whereby the company will (i) sell its defence unit, to Italian defence group Leonardo (LDO IM), and (ii) sell its commercial vehicle business, to India’s Tata Motors. Proceeds from the defence sale to Leonardo, planned to complete in 1Q’26, will result in Iveco paying out an extraordinary dividend between €5.50-6.00 per Iveco share, while the commercial vehicle sale to Tata Motors, planned to complete in 2Q’26, will exclude the defence unit and be undertaken through a voluntary tender offer at €14.10 cash per share. For all intents and purposes, therefore, risk arbitrage funds should consider that the offer consideration is €14.10 plus a special dividend (€5.50-6.00, albeit subject to withholding taxes for most investors). Defence Unit Sale to Leonardo (€1.7bn) Iveco has signed a definitive agreement to sell its defence business, comprising of the Iveco Defence Vehicles (IDV) and ASTRA brands, to Leonardo for €1.7bn. IDV designs and manufactures specialised defence and civil protection equipment, while ASTRA produces large-scale heavy-duty quarry and construction vehicles. The division is a key supplier of military mobility, protection capabilities, and autonomous platforms, offering armoured, amphibious, truck, and multirole vehicles, and the unit operates six production sites and nine commercial offices worldwide, generating €1.1bn in revenue in 2024. Previously, in February 2025, Iveco had announced plans to separate its defence operations from its commercial vehicle business so it could improve focus and strategic flexibility at both units. According to the Financial Times, several European bidders expressed interest, but the Italian government insisted on a domestic buyer for strategic reasons, making Leonardo the favoured choice (Leonardo is 30.2% held by Italy’s Ministry of Economy & Finance). For Leonardo, the acquisition will strengthen its position in land defence capabilities in Italy, across Europe, and globally. Completion of the sale is expected by 31-Mar-26 and is subject to regulatory approvals. Iveco will, upon completion, distribute the net proceeds to its shareholders via an extraordinary dividend of €5.50-6.00 per share, subject to certain adjustments. Tata Motors’ Voluntary Tender Offer for Commercial Vehicles (€3.8bn) Separately, Tata Motors will launch a recommended voluntary tender offer for Iveco’s commercial vehicle business at €14.10 per share, valuing the offer at €3.8bn. The offer price is cum-dividend and excludes the payout from Iveco’s defence unit sale. Adding the dividend, pre-withholding taxes, brings total consideration to €19.60-20.10 per share, a 27.9–31.2% premium to Iveco’s undisturbed share price of €15.325 on 17-Jul-25. Iveco’s board unanimously supports the tender offer and will recommend shareholders accept it and vote for related resolutions at an EGM to be held within six business days before the end of the acceptance period. While Iveco is headquartered in Turin, Italy, the company is ...
August 21, 2025 | Technology | North America | Active
CyberArk Software / Palo Alto Networks : Deal Insight
On 30-Jul-25, in one of the largest technology takeovers of the year and the biggest in its own history, Palo Alto Networks confirmed a $25bn cash-and-stock agreement to acquire Israeli cybersecurity specialist CyberArk. The consideration is $45.00 in cash plus 2.2005 Palo Alto shares for each CyberArk share, implying an offer value of $495 per share and representing a 29.3% takeover premium. Neither company pays out dividends. The deal has been unanimously approved by the boards of both companies and requires approval from CyberArk shareholders (50%); Palo Alto shareholder approval is not required. It is also subject to regulatory clearances, including HSR and foreign antitrust and FDI approvals. HSR notification will be made within 25 business days, by 4-Sep-25. A preliminary proxy through a Form S-4 is expected to be filed “as promptly as reasonably practicable.” The companies will also need clearance from the Israeli Securities Authority (ISA). The merger agreement contains standard provisions on representations, warranties, and covenants, with specific MAC carve-outs for force majeure events, including war and pandemics. CyberArk is bound by a non-solicitation clause with customary fiduciary-out exceptions. Both companies have agreed to use “reasonable best efforts” to take all actions necessary to consummate the deal, with a burdensome clause restricting either party from ...
July 31, 2025 | Industrials | North America | Active
Norfolk Southern / Union Pacific : Deal Insight
Union Pacific and Norfolk Southern have agreed to merge in the biggest deal of the year, a landmark $85bn transaction that will create America’s first transcontinental railroad. Norfolk Southern shareholders will receive $88.82 in cash plus 1 Union Pacific share for each share held, valuing the target at $320 per share based on Union Pacific’s unaffected price on 16-Jul-25. This represents a 22.9% premium to Norfolk Southern’s undisturbed price of $260.32, before Bloomberg reported on rumours of a deal on 24-Jul-25. The boards of both companies unanimously approve the deal. The combination will result in Norfolk Southern shareholders owning a 27% stake in the combined company. Union Pacific will fund the cash portion with a mix of new debt and existing cash, and at closing, Union Pacific will be levered at 3.3x total debt-to-EBITDA, which management intends to reduce to 2.8x within two years. Union Pacific will suspend its share repurchase programme until the second year after closing, at which point it expects to resume and eventually take it to $10bn annually, by year three. Union Pacific CEO Jim Vena will lead the combined company, and three Norfolk Southern directors, including CEO Mark George, will join Union Pacific’s board. Upon completion, Union Pacific will remain headquartered in Omaha, Nebraska, while Norfolk Southern’s current headquarters, in Atlanta, Georgia, will remain a core centre focused on technology, operations, and innovation. Conditions to completion include approvals from the Surface Transportation Board (STB), the Mexican National Antitrust Commission (CNA), the Federal Communications Commission (FCC), and the shareholders of both companies (50%). The companies submitted a pre-filing notice to the STB on 30-Jul-25, and they plan to file a full application by 29-Jan-26. The STB review is expected to last approximately 16 months. The merger agreement is relatively standard with customary representations, warranties, and covenants, including non-solicitation clauses with fiduciary-out provisions. Both parties have agreed to use “reasonable best efforts” to complete the transaction, including defending any lawsuits and offering remedies to secure regulatory approvals. There is a $2.5bn termination fee in place, payable by either side in specified circumstances, as well as a $2.5bn RTF if the deal fails to close due to regulatory issues. The agreement prohibits either party from ...
July 30, 2025 | Financials | North America | Active
Synovus Financial / Pinnacle Financial Partners : Deal Insight
US regional banks Pinnacle Financial Partners and Synovus Financial have agreed to merge in an all-stock transaction. Under the terms of the definitive agreement announced on 24-Jul-25, Synovus shareholders will receive 0.5237 Pinnacle shares for each Synovus share. The companies have agreed to coordinate their declaration of dividends to ensure that shareholders do not receive two dividends – or miss one – in any given quarter, and a dividend cap has been set at $0.39 per Synovus share and $0.24 per Pinnacle share. Based on the companies’ undisturbed share prices as of 21-Jul-25, the stock consideration values Synovus at $61.18 per share, representing a 10.2% takeover premium. The boards of both companies unanimously approve the transaction, essentially a merger-of-equals, whereby Pinnacle shareholders will own 51.5% of the combined company, with Synovus shareholders holding the remaining 48.5%. Synovus Chairman and CEO Kevin Blair will lead the combined entity as President and CEO, and Pinnacle’s President and CEO Terry Turner will become Chairman. The 15-member board will include eight Pinnacle and seven Synovus directors. Synovus will seek a tax opinion confirming the merger qualifies as a “reorganisation,” and the combined entity will operate under the Pinnacle name and brand, with a shared focus on growth. Conditions include approval by shareholders of both companies (50%) as well as regulatory approvals from the Federal Reserve, the Commissioner of the Tennessee Department of Financial Institutions, and the Georgia Department of Banking and Finance. All regulatory filings are expected to be submitted within 30 days of the merger agreement, i.e. by 23-Aug-25. The merger agreement includes standard provisions on representations, warranties, and covenants, with specific carve-outs in the MAC for war and pandemic events. “Reasonable best efforts” clauses are included, requiring both parties to defend against legal impediments. However, a burdensome conditions clause limits the parties from taking any action or agreeing to any condition that would “reasonably be expected to have a material adverse effect on the surviving entity and its subsidiaries, taken as a whole, after giving effect to the merger.” Both companies are also subject to non-solicitation provisions, with customary fiduciary-out exemptions. The merger is expected to ...
July 30, 2025 | Consumer Discretionary | North America | Ended
WK Kellogg / The Ferrero Group : Deal Insight
On 10-Jul-25, Ferrero – the family-owned Italian food giant behind Nutella, Tic Tac, Kinder, and Ferrero Rocher – agreed to acquire US breakfast cereal maker WK Kellogg in a $3.1bn deal, including debt. WK Kellogg shareholders will receive $23 per share, representing a 31.4% takeover premium. The deal has been unanimously approved by the WK Kellogg board and is subject to shareholder approval by a simple majority, where two key target shareholders – the W.K. Kellogg Foundation Trust (15.6%) and the Gund family (6.1%) – who together control 21.7%, have already agreed to vote in favour. Regulatory approvals, including clearance under the US HSR Act, are also required. The parties expect to submit an HSR notification by 14-Aug-25 (within 25 business days), with other antitrust filings due by 7-Aug-25. The deal is also conditional on receipt of certain tax-related opinions and waivers. The merger agreement includes standard provisions and its definition of a MAC includes broad carve-outs for force majeure events, covering social, political, and geopolitical developments, and changes in emergency measures. While there is no explicit reference to war or pandemics, the MAC cites risks arising from “any anti-dumping actions, international tariffs, sanctions, trade policies or disputes or any ‘trade war’ or similar actions in the United States or any other country or region in the world.” “Reasonable best efforts” obligations are included and appear standard whereby both parties must take all actions and do all things reasonably necessary to consummate the merger “as promptly as practicable.” Importantly, Section 6.2(b) of the agreement specifies that Ferrero and WK Kellogg are ...
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 | Ended
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 ...