February 09, 2024 | Health Care | Europe | Ended
MorphoSys / Novartis : Deal Insight
On 5-Feb-24, Swedish drug maker Novartis agreed to acquire German cancer drug developer MorphoSys for €2.7bn. Under the business combination agreement and subject to the German Takeover Act, Novartis will launch a voluntary public takeover offer to acquire MorphoSys for €68 per share, an 89.3% premium to the target’s undisturbed price on 25-Jan-24, before media speculation emerged. Merger agreement clauses regarding representations, warranties, and covenants are mostly customary, with MAC carve-outs for war and pandemic situations. Regulatory filings will be submitted within 15 business days, by 26-Feb-24, and the offer document is expected to be published “at a later date”, pending approval from the German regulator, BaFin. In accordance with US securities law, Novartis will file the offer document and a tender offer statement on Schedule TO, while MorphoSys will file a recommendation statement on Schedule 14D-9 with the SEC. Novartis estimates that submitting the offer document and BaFin’s review – the regulator has a review period of 10 business days, extendable by an additional five business days – will take approximately four to eight weeks. Following the publication of the offer document, MorphoSys’s management and supervisory boards will issue a joint reasoned statement, containing their recommendation to shareholders. Of note, the agreement includes a ‘no-shop’ on MorphoSys, along with customary fiduciary out provisions, while the termination fee is €50m and the RTF is €100m. Once launched and per German Takeover law, the acceptance period must be open for at least four weeks and shall not exceed 10 weeks. Novartis anticipates the initial offer period will last for four weeks, and two week additional acceptance period will follow. The offer will be subject to ...
February 06, 2024 | Consumer Discretionary | Europe | Active
Kindred Group / La Francaise des Jeux : Deal Insight
On 22-Jan-24, French gaming company La Française des Jeux (“FDJ”) announced a takeover offer to acquire its Swedish peer, Kindred Group, through an all-cash offer, aiming to create the second-largest gaming operator in Europe. The SEK 130 per share consideration values Kindred at SEK 28.0bn (€2.5bn), representing a 24.4% premium over the previous day’s close on 19-Jan-24. The offer is cum-dividend and will be adjusted lower for any dividends that Kindred distributes. Kindred’s board concluded a strategic review of the company in April 2023, followed by a competitive bidding process. Consequently, the board unanimously recommends its shareholders to accept the offer, a decision supported by a fairness opinion from Jefferies. The tender offer is subject to a 90% minimum acceptance condition. Certain Kindred shareholders – Corvex Management (16.6%), Premier Investissement (4.0%), and Eminence Capital (3.5%) – collectively hold 24.2% and have entered into undertakings to accept the offer and vote in favour of an amendment of the articles of association. This vote will permit a shareholder controlling 90% of voting rights to require minorities to transfer their shares to the owner, essentially enabling FDJ to squeeze out at 90%. Critically, each of these irrevocables is hard, and remain in place “irrespective of whether a higher competing offer is made.” However, the irrevocables terminate if the offer is not declared as unconditional before 31-Dec-24, which can be extended to 22-Jan-25 if the offer period is prolonged. Similarly, Nordea (1.5%) and Veralda Investment (2.3%) have ...
January 26, 2024 | Technology | North America | Active
Ansys / Synopsys : Deal Insight
On 16-Jan-24, Synopsys, a chip design software developer, reached an agreement to acquire Ansys, a business and consumer software developer, through a cash and stock transaction. The mixed consideration consists of $197 in cash plus 0.345 Synopsys shares for each Ansys share. Based on the previous day’s close (12-Jan-24), the deal valued Ansys’ shares at $367.57, reflecting a mild, one-day premium of 6.1%. On 22-Dec-23, Reuters had reported that the companies were in talks, so, based on undisturbed prices on 21-Dec-23, the takeover premium was 28.7%. At closing, Ansys shareholders will own 16.5% of the merged entity, while Synopsys shareholders will retain the remaining 83.5%. The deal requires approval from Ansys shareholders (50%), but a Synopsys shareholder vote is not required. Regulatory conditions include HSR (notification by 30-Jan-24), as well as specific antitrust and foreign investment approvals. The companies must also make appropriate notifications under the National Industrial Security Program Operating Manual (NISPOM) Rule, which involves notifying the Defense Counterintelligence and Security Agency (DCSA). A notable amendment to the NISPOM Rule, proposed by the Defense Department on 13-Dec-23 (comment period ends 12-Feb-24), seeks to address the protection and reproduction of classified information for contractors operating under a special security agreement. A reasonable best efforts clause in the merger agreement requires the companies to ...
January 25, 2024 | Technology | Asia | Active
Shinko Electric Industries / JIC-led Consortium : Deal Insight
On 12-Dec-23, Japanese government investment vehicle Japan Investment Corp (“JIC”) announced its intention to acquire Fujitsu’s (6702 JP) chip-packaging unit, Shinko Electric Industries (“Shinko”), through a tender offer. Should it succeed in taking Shinko private, JIC will own 80% of the company alongside co-investors Dai Nippon Printing (7912 JP, 15% of pro forma control) and Mitsui Chemicals (4183 JP, 5%). The JPY 5,920 per share offer price represents a 13.0% one-day premium and an 18.9% premium to the target’s undisturbed price on 31-May-23, the day before Bloomberg reported that Fujitsu was exploring a sale of Shinko. The consortium has entered into a master agreement to acquire Fujitsu’s 50.02% stake in Shinko for JPY 4,218.1 after the tender offer completes. As such, the group seeks to acquire 49.98% through the tender offer; the minimum acceptance threshold is 16.65%. The tender offer will be launched within 10 business days after the fulfilment of all conditions and is set to be open for 20 business days, expected to commence “in or around late August 2024.” Regulatory approvals include antitrust clearances from Japan, China, and South Korea, and potentially from Vietnam. Additionally, foreign investment clearances, most likely from the US (a notification with CFIUS will be made), are required. Consistent with Japanese take-private transactions, the offer is subject to a recommendation from the target’s special committee and, similarly, Shinko’s board needs to provide a unanimous opinion in favour of the offer when the tender offer commences. Fujitsu is bound by a non-solicitation agreement with a fiduciary-out clause. In the event of a third-party proposal, Fujitsu may accept the counterbid but is obliged to notify JIC. Additional conditions include the absence of legal impediments and Fujitsu’s compliance with ...
January 16, 2024 | Energy | North America | Active
Southwestern Energy / Chesapeake Energy : Deal Insight
In the wake of a series of oil and gas deals in 4Q’24, Chesapeake Energy sustained the industry’s M&A momentum by signing a definitive agreement on 11-Jan-24 to acquire its rival, Southwestern Energy, through an all-stock merger. The terms stipulate that Chesapeake will offer 0.0867 of its shares for each SWN share, which values SWN at $7.4bn, or $6.69 per share, based on the previous day’s closing. The consideration implies a slight 2.9% discount versus SWN’s previous day’s close of $6.89 on 10-Jan-24, and a 4.5% premium to the target’s share price on 4-Jan-24, the day prior to Reuters reporting on a potential deal. Speculation of a combination first emerged through a Reuters report in mid-October 2023, prior to which SWN shares were trading slightly lower, at $6.77 on 16-Oct-23. Chesapeake shareholders will own approximately 60% of the combined company, while SWN shareholders will hold the remaining 40%. The composition of the 11-member board will consist of seven members from Chesapeake initially and four from SWN. Leading the firm will be Chesapeake’s current CEO, Nick Dell’Osso, and the new headquarters will be in Oklahoma City, where Chesapeake currently operates. The deal has been approved by ...
January 12, 2024 | Technology | North America | Active
Juniper Networks / Hewlett Packard : Deal Insight
On 9-Jan-24, Hewlett Packard Enterprise (“HPE”) agreed to acquire networking gear maker Juniper Networks (“Juniper”) for approximately $14bn, or $40 per share in cash. The offer price represents a 32.4% takeover premium to Juniper’s undisturbed price on 8-Jan-24, before media reported a possible deal. Juniper is permitted to continue paying its regular quarterly dividends moving forward, so long as these do not exceed $0.22 per share. The deal received unanimous approval from both companies’ boards, and conditions to closing include antitrust approvals, including under HSR and from the EC and other foreign jurisdictions, foreign investment clearances, and a Juniper vote (50%). An HPE shareholder vote is not required. The preliminary proxy is expected to be filed within 20 business days, by 7-Feb-24. The merger agreement contains customary clauses on representations, warranties, covenants, and MAC, with specific carve-outs for pandemics and war. A reasonable best efforts covenant stipulates that the companies must offer appropriate remedies to address antitrust concerns, and such remedies could include ...
January 11, 2024 | Health Care | North America | Ended
Karuna Therapeutics / Bristol-Myers Squibb : Deal Insight
Bristol Myers Squibb (“BMS”) announced on 22-Dec-23 that it has agreed to acquire the Boston-based biotechnology company Karuna Therapeutics (“Karuna”) for $14bn in cash, equivalent to $330.00 per share and representing a one-day premium of 53.4%. The transaction is anticipated to be concluded in 1H’24 and is contingent upon various conditions, including the approval of Karuna shareholders and US antitrust approval. Notably, a BMS shareholder vote is not deemed necessary. The preliminary proxy is expected to be filed within 20 business days (by 24-Jan-24), and an HSR notification was to be submitted within 10 business days of the announcement, by 9-Jan-24. The merger agreement contains customary clauses on representations, warranties, covenants and MAC with specific carve-outs for pandemic and war. There is a non-solicitation clause with a customary fiduciary-out. BMS expects to fund the acquisition by ...
December 22, 2023 | Industrials | North America | Active
United States Steel / Nippon Steel : Deal Insight
On 18-Dec-23, US Steel reached an agreement to be acquired by Japan’s Nippon Steel Corp. (“NSC”), in a $14.9bn deal, putting an end to a protracted battle that spanned several months with various bidders vying to acquire the Pittsburgh-based steelmaker. Under the agreement, NSC is offering $55 cash per US Steel share, representing a 40% premium to US Steel’s closing price on 15-Dec-23 and a 142.1% premium to the target’s undisturbed price on 11-Aug-23, before it was publicly disclosed that Cleveland-Cliffs (CLF US) had tabled a proposal to acquire the company. The transaction, approved by both companies’ boards, is expected to complete in the 2Q’24 or 3Q’24, pending approval from US Steel shareholders (50%; an NSC shareholder vote is not required) and regulatory authorities, notably HSR and CFIUS, along with certain foreign regulatory authorities. An HSR notification is expected within 25 business days (by 24-Jan-24), with CFIUS notification to follow “as promptly as practicable.” The preliminary proxy is expected to be filed within 25 business days (by 24-Jan-24), and the shareholder meeting will be held within 45 days from the mailing of the definitive. The companies anticipate the shareholder vote to take place in March 2024. The merger agreement also contains customary clauses on representations, warranties, covenants, and a MAC, with specific carve-outs for war and pandemics. US Steel has agreed to ...
December 21, 2023 | Technology | North America | Ended
Alteryx / Clearlake Capital Group : Deal Insight
Alteryx, a cloud data analytics software provider, has entered into an agreement to be taken private by financial sponsors Clearlake Capital Group (“Clearlake”) and Insight Partners (“Insight”). The terms of the deal, announced on 18-Dec-23, involve the private equity firms offering target shareholders $48.25 per share, a 58.8% premium to Alteryx’s undisturbed price on 5-Sep-23, before Reuters reported that the company was exploring a sale in response to takeover interest. The all-cash offer extends to both Class A (one vote per share) and Class B shares (not listed, 10 votes per share). The takeover has been approved by an independent special committee of Alteryx’s board, and, in alignment with their recommendation, the Alteryx board has also given its approval. Conditions to closing include Alteryx shareholder approval (majority of voting power), which appears mostly procedural given that co-founder and executive chairman Dean Stoecker, who holds 49% of Alteryx’s voting power, has committed to supporting the deal through a voting agreement. Notably, the deal does not require ...
December 18, 2023 | Health Care | North America | Ended
Mirati Therapeutics / Bristol-Myers Squibb : Deal Insight
Bristol-Myers Squibb (“BMS”) has agreed to buy cancer drugmaker Mirati Therapeutics (“Mirati”) for an equity value of $4.8bn, the companies announced on 8-Oct-23. The $58 per share offer represents a 35.2% premium to Mirati’s undisturbed price on 4-Oct-23. In addition, target shareholders will receive a non-tradeable contingent value right (CVR) that promises to pay $1bn, equivalent to $12 per Mirati share in cash, if within seven years of deal completion, the FDA accepts an application for the company’s pipeline drug MRTX1719, which treats non-small cell lung cancer (NSCLC) in patients who have received no more than two prior lines of therapy. The deal has been unanimously approved by both companies’ boards and is expected to close by the first half of next year. The deal is conditional on Mirati shareholder approval, which was secured by the merger parties on 13-Dec-23 (preliminary and definitive merger proxies were filed on 23-Oct-23 and 2-Nov-23, respectively). BMS shareholder approval is not required. Regulatory approvals, as specified in the merger agreement, include HSR, with a notification...