March 29, 2023 | Industrials | Asia | Active
Toshiba / JIP-led Consortium : Deal Insights
On 23-Mar-23, Toshiba’s board of directors accepted a JPY 4,620 per share takeover offer from a consortium led by private equity firm Japanese Industrial Partners (JIP), a move that could end years of disarray for the Japanese conglomerate. The $15.2bn bid has been accepted, but Toshiba’s board has so far withheld a formal recommendation, for two reasons: (i) the accepted bid has been lowered multiple times since JIP’s initial JPY 5,500 offer made in November 2022, and (ii) “new circumstances may arise” between now and when the tender offer commences, expected in late July 2023. The announcement confirms that the target board may reconsider its recommendation prior to the tender offer opening. Concurrent with the M&A announcement, Toshiba has decided to not pay its annual dividend, which would have been distributed to shareholders on record on 31-Mar-23. Conditions to closing include antitrust clearances from relevant authorities in the US, Canada, the UK,
March 27, 2023 | Telecom | Europe | Active
Telenet Group Holdings / Liberty Global : Deal Insights
Liberty Global announced on 21-Mar-23 a voluntary offer for Belgian carrier, Telenet Group Holding (“Telenet”). The acquirer has been a controlling shareholder of Telenet since 2007 and currently owns 59% of the share capital. The €22 per share offer price represents a 59% takeover premium to Telenet’s undisturbed price on 15-Mar-23. This will be reduced by €1.00 per share if Telenet’s board approves its expected annual dividend at the company’s 26-Apr-23 general meeting (and if the 3-May-23 ex-dividend date falls prior to offer settlement). Telenet’s board supports the offer but said it will provide a formal opinion in a response memorandum. The press release states that Liberty intends to fund the offer through debt financing by its Belgium subsidiary and will not require Liberty’s cash on hand. The key considerations to closing are a 95% minimum acceptance condition and a market MAC, and the ...
March 17, 2023 | Industrials | North America | Active
Univar Solutions / Apollo Management, ADIA : Deal Insights
On 14-Mar-23, funds managed by affiliates of private equity firm Apollo signed a deal to take private chemical and ingredient distributor Univar Solutions (“Univar”). Univar shareholders will receive $36.15 per share in cash, a 20.6% premium to the company’s undisturbed 22-Nov-22 closing price when it confirmed the receipt of a preliminary indication of interest from Brenntag (BNR GR), a rival German chemical distributor. Talks with Brenntag fell through in early January 2023. Univar’s board has approved the transaction and conditions to closing include Univar shareholder approval (50%), HSR and other antitrust approvals, and clearance under CFIUS. An HSR filing is expected within 10 business days (by 27-Mar-23). A draft CFIUS notice will be ...
March 16, 2023 | Technology | North America | Active
Qualtrics / Silver Lake : Deal Insights
A group of investors including Silver Lake Capital and the Canada Pension Plan Investment Board (CPPIB) has agreed to buy experience management software company Qualtrics in a take-private deal valued at $12.5bn. Under the terms of the definitive agreement, announced on 13-Mar-23, Silver Lake and CPPIB are offering $18.15 per share in cash. Qualtrics had initially disclosed a non-binding proposal from the Silver Lake-led consortium in an 8-K on 6-Mar-23 Form 8-K, confirming the price and communicating that it entered into an exclusively agreement with the group though 15-Mar-23. Earlier, on 23-Jan-23, German software giant SAP (SAP GR), the controlling shareholder of Qualtrics (70% of shares and 95.9% of voting power), announced it would explore a sale of the company. The offer price represents a 62% premium to Qualtrics’ closing price on 25-Jan-23, the last day before news of a possible deal circulated in the media. The takeover comes two years after the company’s January 2021 IPO, which saw SAP remain as Qualtrics’ controlling shareholder ...
March 15, 2023 | Health Care | North America | Active
Seagen / Pfizer : Deal Insights
Pfizer announced on 13-Mar-23 an agreement to buy global cancer biotechnology company Seagen for $229 cash per share, representing a total enterprise value of $43bn, a 32.7% premium to Seagen's closing price on 10-Mar-23 and a 41.9% premium to its undisturbed price before the Wall Street Journal reported on 27-Feb-23 that the companies were in talks. The boards of both companies unanimously approved the transaction, which is expected to complete in late 2023 or early 2024, and the deal is conditional on approval by Seagen’s shareholders (50%) as well as regulatory clearances, including under HSR and likely the CMA and EC. Pfizer said it secured a voting agreement for 25.1% of Seagen shares from Baker Bros. Advisors. The preliminary proxy is expected within 25 business days of the M&A announcement (by 14-Apr-23) and the shareholder vote will take place within 25 business days from the mailing of the definitive merger proxy. The merger agreement contains customary clauses on ...
January 31, 2023 | Technology | North America | Active
Activision Blizzard / Microsoft : In-Depth Report
In January 2022, Microsoft announced that it would acquire Activision Blizzard, a game developer behind some of the world’s best-selling franchises, including Call of Duty, World of Warcraft, and Candy Crash, for $68.7bn. It is Microsoft’s largest acquisition to date, the biggest ever in the video game sector, and the price reflects the value of content in the industry. The merger comes with significant antitrust risks, however, and it is under in-depth investigations globally, including in the UK, Europe and the US, where the FTC has sued to block it. Investors are navigating uncertainty around the regulatory considerations and processes, and in this report, we weigh the key deal risks and ask whether the risk-reward of owning Activision is worth it. Microsoft has tried to frame the deal as unproblematic and a small piece of a much larger gaming market, but antitrust enforcers have honed in on Microsoft’s ability and incentive to foreclose competitors by restricting or degrading access to Activision’s content on ...
January 26, 2023 | Industrials | North America | Ended
Evoqua Water Technologies / Xylem : Deal Insight
Water technology company Xylem announced on 23-Jan-23 that it has agreed to acquire its peer Evoqua in an all-share $7.5bn merger. Evoqua shareholders will receive 0.48 shares of Xylem for each Evoqua share, initially representing $52.69 per Evoqua share per the M&A announcement (now $49.22). At announcement, the offer implied a 29% premium to the target’s undisturbed price on 20-Jan-23. The deal is subject to approval by shareholders of both companies (50%), and in addition to an HSR condition, potentially any “filings and notices required by the FCC.” We suspect that an FCC notification is due to Xylem’s FlexNet communication network, which offers two-way communication technology for metering services and leverages on FCC-licensed spectrum. The companies have not specified foreign antitrust conditions, but we note that more than half of the acquirer’s sales are from ...
January 13, 2023 | Technology | North America | Ended
Duck Creek Technologies / Vista Equity Partners : Deal Insight
Duck Creek Technologies, an insurance software vendor that IPO’d in August 2020, announced on 9-Jan-23 that it has agreed to be taken private by Vista Equity Partners in a deal valued at $2.6bn. Vista, a private equity firm which focuses on enterprise software and data ventures, is offering $19.00 per share, implying a 46% one-day premium. Conditions to closing include 50% approval by target shareholders and HSR approval; an HSR notification was expected by 11-Jan-23, which suggests the waiting period will expire on 10-Feb-23. The merger agreement contains customary clauses, with MAC carve-outs for pandemics and war. The termination fee is ...
January 13, 2023 | Technology | North America | Ended
Maxar Technologies / Advent International : Deal Insights
Satellite owner and operator Maxar Technologies has agreed to be taken private by Advent International for $4.0bn, or $6.4bn including debt. Under the terms of the agreement, announced on 16-Dec-22, Advent is offering $53 per share, a 129% premium to the previous day’s undisturbed price. A 60-day ‘go-shop’ is set to expire on 14-Feb-23. Maxar’s board supports the deal, and conditions include an approval from shareholders (50%) and regulatory clearances in the US, including under HSR and from CFIUS as well as from the Defense Counterintelligence and Security Agency (DCSA) and the US Department of State’s Directorate of Defense Trade Controls (DDTC). The deal is neither subject to financing nor conditional on any operational updates relating to the launch, deployment, or performance of Maxar’s WorldView Legion satellite programme. The termination fee is $51.9m until the end of the ‘go-shop’ period and will increase to ...
January 09, 2023 | Materials | Australia | Ended
OZ Minerals / BHP Group : Deal Insight
Looking to boost its exposure to critical metals used in clean energy and electric cars, BHP Group (“BHP”) is acquiring copper and nickel producer OZ Minerals. The companies signed a Scheme Implementation Deed (the “Deed”) on 22-Dec-22, which came after BHP completed four weeks of exclusive due diligence (extended by a week on 20-Dec-22). BHP initially made a non-binding, indicative offer for AUD 25 per share on 7-Aug-22, which was rejected by the target’s board for undervaluing the company. On 18-Dec-22, BHP sweetened the price to AUD 28.25 per share, representing a 49.3% premium to OZ Minerals’ closing price on 5-Aug-22, the last trading day prior to BHP’s first proposal. Due diligence was then granted on 21-Nov-22 and the deal is now definitive. The implementation date is expected to be mid to late April 2023 against a long-stop date of 31-Aug-23, and we will assume ...