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 | Ended
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 ...
May 28, 2025 | Insurance | Europe | Active
Grupo Catalana / Inocsa : Deal Insight
Inoc SA (“Inocsa”), the privately-held controlling shareholder of Spanish insurer Grupo Catalana Occidente (“GCO”), is pursuing a voluntary takeover to acquire the remaining 37.97% stake it doesn’t already own. Inocsa currently holds 62.03% of GCO’s share capital and 63.07% of its voting rights. At announcement, the original offer terms were €50 in cash per GCO share or, alternatively, one new Inocsa Class B share for every 43.8419 GCO shares. On 8-May-25, both terms were adjusted due to (i) a €0.594 GCO dividend and (ii) a €21.0009 Inocsa dividend. Because the permitted adjustment for the GCO dividend was capped at €0.55, the cash offer was revised to €49.45 per share. For the share election, the exchange ratio was updated to one Inocsa Class B share for every 43.8967 GCO shares – equivalent to 0.022781 Inocsa shares per GCO share. The share option is capped at 8m GCO shares (6.66% of GCO’s share capital), with any excess to be paid in cash. There is no mixed consideration, so “GCO shareholders must choose one of the two forms of consideration in their declaration of acceptance of the offer… a combination of both is not possible.” The offer considerations will continue to be adjusted for any distributions through settlement. GCO’s next dividend – €0.2225 per share – is scheduled for early July (ex-date: 7-Jul-25, per Bloomberg). The share ratio was based on a €2,192.10 reference price for new Inocsa shares, within Deloitte’s fair value range provided to Inocsa’s board. Due to rounding (minimum 44 GCO shares required per Inocsa share), shareholders electing the share offer will retain residual GCO shares not exchanged. The offer reflects an 18.3% one-day premium. Conditional to closing is a non-waivable 13.05% minimum acceptance condition, which would bring Inocsa’s stake to 75%. If that threshold is met, Inocsa intends to seek a GCO delisting, subject to shareholder approval and CNMV authorisation, expected within six months post-settlement. If Inocsa crosses 90%, it will pursue a squeeze-out. Inocsa’s board called a shareholder meeting for 30-Apr-25 (first call) or 5-May-25 (second call) to approve the transaction, the capital increase, and related execution terms. The Serra family, Inocsa’s controlling shareholder, was committed to voting in favour. On 30-Apr-25, Inocsa confirmed that all required shareholder approvals on its side were secured, including the capital increase and issuance of new Class B shares. Since the transaction involves Inocsa acquiring a remaining minority interest, the companies have confirmed that ...
May 24, 2025 | Industrials | Europe | Active
The European Union’s (EU) Foreign Subsidies Regulation (“FSR”) introduces new regulatory scrutiny for mergers involving entities backed by non-EU state support. Applicable since July 2023, the FSR was designed to close a major enforcement gap in the EU’s competition regime: while intra-EU subsidies are governed by State aid rules, foreign subsidies previously escaped oversight. Covestro / Abu Dhabi National Oil Company (“ADNOC”) falls under this regime, and on 15-May-25, the merger parties formally notified the European Commission (“EC”) under FSR, triggering a 25-working day Phase I review, with a decision deadline of 24-Jun-25. Unlike merger control, which the EC cleared unconditionally on 12-May-25, the FSR review focuses solely on the potential distortion of competition arising from foreign subsidies. In this context, ADNOC’s sovereign ownership and funding from the Emirati state have prompted scrutiny under a regulation designed to catch such government-backed bids. The EC has already shown it is prepared to go beyond formalities: in the PPF Telecom / Emirates Telecommunications Group (“PPF / e&”) precedent from last year, the only in-depth FSR case concluded so far, a UAE-backed acquirer had to withdraw an unlimited state guarantee and offer behavioural commitments to secure conditional clearance. Covestro / ADNOC will again test how stringently the FSR will be enforced in high-value industrial acquisitions involving state-linked Middle Eastern capital. In parallel, Germany’s foreign investment screening regime presents a second major hurdle for Covestro / ADNOC. The regime empowers the federal government’s Ministry for Economic Affairs and Energy (“BMWE”) to review, seek remedies, or prohibit transactions involving non-EU investors on national security or public order grounds (Following a ministerial reshuffle, the ministry was renamed from BMWK, with Katherina Reiche appointed as its new head.) The BMWE review is expected to display Germany’s evolving stance on foreign state-backed takeovers. While Minister Reiche has pledged greater speed and transparency in the screening process, the broader political climate remains cautious, and Covestro / ADNOC may ultimately test what the government deems acceptable in terms of national security policy. Together, the reviews place Covestro / ADNOC at the heart of shifting EU and German approaches to foreign state-backed investment. This 42-page report examines both regimes in parallel, drawing on case studies and lawyer insights to assess how evolving rules affect deal certainty for sovereign-linked buyers. We explore the risks these reviews introduce, with reference to Covestro / ADNOC, and how early engagement, financial transparency, and operational safeguards can mitigate intervention.
May 15, 2025 | Energy | North America | Active
Parkland / Sunoco : Deal Insight
On 5-May-25, US-based fuel distributor Sunoco LP announced an agreement to acquire Canada’s Parkland in a cash and-stock deal valued at USD 9.1bn, including debt, to create the largest independent fuel distributor in the Americas. Through the transaction, Sunoco, a master limited partnership (“MLP”), will form a new publicly-traded Delaware limited liability company, SUNCorp LLC, which will hold limited partnership units of Sunoco. The SUNCorp units will be economically equivalent to Sunoco’s common units (SUN US) and listed on the NYSE. For two years post-closing, SUNCorp unitholders will receive equivalent dividends to Sunoco unitholders. For completeness, Sunoco also has unlisted Class C units, which represent limited partner interests, and Parkland has US-traded OTC securities, trading under PKIUF US albeit in very limited liquidity (around 40k shares traded per day, sometimes much less). Creating SUNCorp will allow current Parkland shareholders to participate in the combined company’s economics, with corporate tax treatment and without the complexities of direct MLP ownership. Parkland shareholders can elect to receive different allocations of the merger consideration. First, the standard mixed consideration is CAD 19.80 in cash plus 0.295 SUNCorp units per Parkland share, and this implies a 19.4% one-day takeover premium and a 25% premium to Parkland’s seven-day VWAP as of 2-May-25. Alternatively, Parkland shareholders can instead elect to receive either all-cash consideration – CAD 44.00 per Parkland share – or all-stock consideration – at 0.536 SUNCorp units per Parkland share; however, both alternatives are subject to ...
May 13, 2025 | Telecom | Asia | Ended
On 8-May-25, Nippon Telegraph and Telephone (“NTT”), Japan’s largest telecom provider, announced a tender offer to acquire all the remaining outstanding shares of its listed subsidiary, NTT Data Group (“NTT Data”), in a take-private valued at JPY 2.37tr (USD 16.4bn). NTT currently owns 57.73% of NTT Data, and the offer price of JPY 4,000 per share represents a 33.7% premium to the target’s closing price of JPY 2,991.5 on 7-May-25. The offer launched on 9-May-25 and will remain open for 30 business days, until 19-Jun-25. Settlement is scheduled to begin on 26-Jun-25. Post-completion, NTT intends to delist NTT Data from the Tokyo Stock Exchange. NTT will fund the offer through bridge loans secured from five domestic financial institutions and, according to NTT, this short-term funding will later be refinanced with long-term debt. The deal is unanimously approved by NTT Data’s board, excluding three of its 11 directors who recused themselves due to conflicts of interest linked to their affiliation with NTT. The main condition of the tender offer is that NTT must acquire at least 8.94% of NTT Data’s outstanding shares. When combined with its existing 57.73% stake, this would bring NTT’s ownership to two-thirds, enabling it to launch a second-step squeeze-out process under Japanese corporate law. As is standard, NTT plans to proceed with the share consolidation via an EGM, which would result in any minority shareholders holding ...
May 09, 2025 | Consumer Discretionary | North America | Ended
Skechers / 3G Capital : Deal Insight
On 5-May-25, footwear brand Skechers USA (“Skechers”) agreed to be taken private by 3G Capital for $9.4bn. Under the terms of the definitive agreement, 3G Capital will acquire all outstanding shares for $63.00 per share in cash, implying a 27.6% one-day takeover premium. Target shareholders may alternatively elect a mixed consideration of $57.00 in cash plus one unlisted, non-transferable LLC unit in a newly-formed private parent (“New LLC”). This option applies to both Skechers’ Class A shares (SKX US) and unlisted, super-voting Class B shares, but is subject to a cap of 20% of total shares, where any excess elections will be prorated. The default for non-electing holders is $63.00 cash and, importantly, the mixed consideration is not available for any shares transferred between 2-May-25 and closing. Upon completion, 3G will own around 80% of New LLC. Chairman, CEO and Founder Robert Greenberg, and the Greenberg Family, have entered into a support agreement to elect for the mixed consideration. Written consents from the Greenbergs and affiliated trusts, together controlling 60% of Skecher’s total voting power, means that the deal has effectively secured shareholder approval. According to a Form 13D filed on 5-May-25, Robert Greenberg beneficially owns 92.6% of Class B shares and 55.7% of the total votes. The transaction is unanimously approved by Skechers’ board, following the recommendation by a special committee of independent directors. The deal requires HSR approval in the US (filing due by 9-Jun-25) and other foreign regulatory and FDI clearances. The merger agreement includes ...