Latest Reports



August 02, 2021 | Industrials | Europe | Active


Meggitt / Parker-Hannafin : New Deal Insight

On 2-Aug-21, US engineering group Parker-Hannifin agreed to acquire Meggitt in a £6.3bn all-cash deal at a 70.5% premium to the target’s undisturbed price on 30-Jul-21. The deal is structured as a UK scheme of arrangement and, accordingly, will require approval from shareholders at an EGM (75% of the votes cast) and Court Meeting (75% of the scheme shares). The scheme document is expected to be posted within 28 days from announcement, by 30-Aug-21, and Parker will fund the cash consideration from its own cash on hand and new debt issuances. Meggitt’s Board supports the takeover and certain Meggitt ...

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August 01, 2021 | Technology | Australia | Active


Afterpay / Square : New Deal Insight

On 1-Aug-21, Square announced a $29bn all-stock deal to buy Australian rival Afterpay in a move that will see the US payment company expand further into the booming instalment loan market. Structured as a court-approved Australian scheme of arrangement, based on undisturbed prices the deal values Afterpay at AUD 126.21 per share ($93.02), thus implying a one-day premium of 30.6%. Square said it could elect to pay 1% of total consideration in cash. Post-deal, Afterpay shareholders are expected to own 18.5% of the combined company. Afterpay’s co-founders and co-CEOs are expected to join Square to lead Afterpay’s merchant and consumer businesses and Square will ...

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July 30, 2021 | Telecom | Europe | Active


Iliad Group / Xavier Niel : New Deal Insight

On 30-Jul-21, French billionaire Xavier Niel, the founder and controlling shareholder of Iliad, launched a €3.1bn tender offer to buy out the remaining shares and to take the company private. Niel, who holds 70.63% of shares and 78.67% of voting rights through holding company “HoldCo II”, is offering minority shareholders €182 per share, a one-day premium of 61% to the previous day’s close. Of note, Iliad traded as high as €182.25 in early December 2020 before spiralling lower -38.0% over the next 7.5 months. A special committee ...

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July 26, 2021 | Insurance | North America | Ended


Willis Towers Watson / Aon : US Antitrust Catalysts: Settlement, Trial or Termination

On 16-Jun-21, the Department of Justice (DoJ) filed a civil antitrust lawsuit to block Willis Towers Watson / Aon, one of the world’s largest pending public mergers. The DoJ’s move is the culmination of a 14-month period of dissatisfaction with the remedies proposed, but the merger parties believe the complaint reflects the DoJ’s lack of understanding of insurance brokerage and overlooks the material progress made with other global regulators. Willis Towers Watson and Aon have offered to divest assets spanning US commercial risk broking and health benefits broking segments, but these appear unable to allay the DoJ’s concerns. In this report, we provide an update on where the deal stands on US antitrust, and we assess the likelihood of upcoming catalysts that could determine the outcome: settlement (consent decree), trial or termination. Our research considers quantitative and qualitative aspects of remedies offered and the merger parties’ appetite to offer more. We outline what has been accepted by regulators in Europe, Australia, and New Zealand and provide analysis of case studies of US court precedents to conclude the probability of each catalyst and the appropriateness of current trading levels.

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July 18, 2021 | Technology | North America | Active


Five9 / Zoom Video Communications : New Deal Insights

Zoom, the video-conferencing platform that experienced outsized growth during the Covid-19 pandemic, has made a definitive, all-share offer to buy cloud-based contact centre software operator Five9, as it looks to boost its appeal outside of its core offering and expand its presence with enterprise customers. Based on the companies’ undisturbed trading prices, the offer valued Five9 at $14.7bn, or $200.28 per share, a relatively mild one-day takeover premium of 13%. Under the deal terms, agreed by the boards of both companies, the transaction requires approval from a majority of Five9 shareholders, but no vote is needed from Zoom shareholders. The preliminary proxy is expected to be filed within 30 days (by 15-Aug-21) and the Five9 shareholder meeting will be held within ...

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June 21, 2021 | Technology | Asia | Active


51job / DCP Capital, Ocean Link, Rick Yan : New Deal Insights

On 21-Jun-21, 51job, a Shanghai-headquartered, Cayman-incorporated, NASDAQ-listed recruitment website, agreed to be taken over by a consortium led by private equity firm DCP Capital Partners (“DCP”). The definitive statutory merger will be under Cayman law and comes nine months after an initial proposal by Beijing-based DCP. This time around, DCP is joined by another Chinese sponsor, Ocean Link Partners, as well as 51job’s current CEO, Rick Yan, who controls 19.2%. The buyout price is $79.05 per ADS, the same consideration offered by DCP in September 2020 and ...

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May 25, 2021 | Real Estate | Europe | Active


Deutsche Wohnen / Vonovia : New Deal Insights

On 25-May-21, Germany’s largest listed residential landlord, Vonovia, signed a definitive agreement to acquire the country’s second largest listed landlord, Deutsche Wohnen, through an all-cash voluntary takeover offer. The transaction is the largest in Europe this year so far and the largest German M&A deal in the last four years. Deutsche Wohnen shareholders are being offered €53.03 per share, cum dividend, which consists of €52.00 in cash plus the target’s ordinary annual dividend of €1.03 per share (ex- on 2-Jun-21, payable 4-Jun-21 after a resolution will be passed at the company’s AGM on 1-Jun-21). The consideration is a premium of 17.9% to Deutsche Wohnen’s closing price on 21-May-21, before speculation on talks surfaced. Subject to a review of the offer document, the target’s management and supervisory boards will ...

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May 20, 2021 | Industrials | Australia | Ended


Boral / Seven Group Holdings : New Deal Insights

On 10-May-21, billionaire Kerry Stokes’ industrial conglomerate Seven Group Holdings (“SGH”) made an ambitious AUD 6.50 per share takeover bid for all of Boral in an attempt to further solidify its ownership in Australia’s largest supplier of construction materials and building products. SGH already owns 23.18% of Boral, which it acquired over a period of 14 months, and this unsolicited cash tender offer aims to increase its stake to over 30%. It is a nil-premium offer to the previous day’s close, but SGH has pitched the bid as: (i) an 18% premium to Boral’s share price on ...

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May 17, 2021 | Health Care | Europe | Active


UDG Healthcare / Clayton, Dubilier & Rice : New Deal Insights

On 12-May-21, private equity firm Clayton, Dubilier & Rice entered into a definitive agreement to acquire London-listed healthcare services provider, UDG Healthcare, for 1,023p per share via a UK scheme of arrangement. The offer implies a one-day premium of 21.5% to the previous day’s close and the price will be reduced by any dividends that UDG distributes (no dividend was declared in UDG’s interim results). As a scheme, the acquisition requires approval from 75% of UDG shareholders present and voting at the Court Meeting and EGM. UDG directors holding 0.16% have offered irrevocable commitments to vote in favour, and small cap institutional investor Kabouter Management, which holds 5.5% of UDG, has written a letter of ...

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May 12, 2021 | Consumer Discretionary | Australia | Active


Crown Resorts / Blackstone Group : New Deal Insights

Despite facing COVID-19 and regulatory troubles that have caused two of its three casinos to close, Australia’s largest casino operator, Crown Resorts, has emerged as an attractive takeover target and is now the focus of a potential bidding war between a private equity firm (Blackstone), a strategic buyer (Star Entertainment Group, SGR AU) and a US investment fund (Oaktree Capital). Initially, following a February 2021 Bergin Inquiry report that threatened to cancel Crown’s Australian gaming license, financial sponsor Blackstone made an unsolicited offer on 22-Mar-21 to acquire the casino operator for AUD 11.85 per share. On 10-May-21, Blackstone increased its proposal to AUD 12.35 per share, but in an unexpected twist, within 10 minutes, Crown’s rival, Star, came in with nil-premium all-stock offer that includes a sweetener in the form of ...

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