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...
December 14, 2023 | Health Care | North America | Active
Cerevel Therapeutics / AbbVie : Deal Insight
Within a week after announcing its plan to acquire cancer drug developer ImmunoGen for $10.1bn, AbbVie announced that it has entered into a definitive agreement to acquire Cerevel Therapeutics (“Cerevel”), a biotech company focused on neurological therapeutics. AbbVie is offering $8.7bn for the target’s equity, or $45 per share in cash, representing a 73.1% premium to Cerevel’s undisturbed price on 1-Dec-23, before Reuters speculated about a potential takeover. The deal has been approved by the boards of both companies and is subject to Cerevel shareholder approval (50%); an AbbVie shareholder vote is not required. Private equity firm Bain Capital, which holds 36.5% of Cerevel, has entered into a support agreement. Conditions to closing include HSR clearance, and the notification is expected to be made within 10 days (by 16-Dec-23). The CMA and the EC have also been named as potential jurisdictions where antitrust approval might be required. The merger agreement contains customary clauses on representations, warranties, and covenants with MAC clauses containing specific carve-outs for war and pandemics. There is a non-solicitation clause with customary fiduciary-out. The preliminary proxy will be filed within 20 business days (by 5-Jan-24), the target shareholder meeting will be held within 30 days from the mailing of definitive, and the companies expect the transaction to close in mid-2024, against a long-stop date of 6-Sep-24 (which can be extended three times by 90 days each). The termination fee is $283.1m and the RTF is $653.3m. About Cerevel Cerevel has a pipeline of multiple drugs in clinical and pre-clinical stages that focus on several neurological disorders including schizophrenia, Parkinson’s disease (PD), and mood disorders. Its marquee pipeline drug is its late-stage emraclidine, which is currently in Phase 2 as a positive allosteric modulator (PAM) of the muscarinic M4 receptor. The drug is considered a best-in-class antipsychotic drug to treat schizophrenic patients where M4 PAM is a new mechanistic class that offers superiority over comparable atypical antipsychotics based on efficacy, safety, and tolerability. Muscarinic receptor modulators have demonstrated an increased potential to treat schizophrenia and this has therefore added even more value to emraclidin. The drug also avoids ...
December 06, 2023 | Consumer Discretionary | North America | Ended
Rover Group / Blackstone : Deal Insight
Blackstone is taking private pet care company Rover Group (“Rover”) in $2.3bn all-cash buyout. Under the deal terms, announced on 29-Nov-23, Rover shareholders will receive $11 per share, representing a 29.4% one-day premium. Rover’s board has approved the merger agreement and recommends that Rover shareholders approve the transaction. The transaction is expected to close in 1Q’24, subject to Rover shareholder approval (50%) and the receipt of regulatory clearances, including HSR. The HSR filing is expected within 10 business days (by 13-Dec-23), and a preliminary proxy will be filed promptly following the ‘go-shop’ expiration on 29-Dec-23. Blackstone has provided an equity commitment letter and does not require any debt commitments, although it could consider adding some debt in the future, per Reuters sources. The merger agreement includes customary clauses on representations, warranties, covenants, and MAC with specific carve-outs for war and pandemic. The long-stop date is 29-May-24 while the termination fee is $72m ($36m during the go-shop), and Blackstone’s liability is capped at $144m. Deal Rationale Rover operates an online platform and mobile app that enables pet owners to effortlessly search, book, pay and review pet care providers. As of October 2023, the company held the world’s leading position for pet services apps based on iOS and Android reviews and average ratings. The company was founded in 2011 and went public in 2021 through a SPAC. By September 2023, it had recorded over ...
December 06, 2023 | Technology | North America | Ended
EngageSmart / Vista Equity Partners : Deal Insight
Vista Equity Partners is set to take private EngageSmart, a customer engagement and payments company, through an all-cash buyout valued at $4.0bn, as announced by the companies on 23-Oct-23. EngageSmart shareholders will receive $23 per share in cash, representing a 22.9% takeover premium to its undisturbed price on 4-Oct-23, the day before Reuters reported that its majority shareholder, private equity firm General Atlantic (53.7%), was exploring a sale. The deal, unanimously recommended by the EngageSmart board, will result in affiliates of Vista holding 65% of the target, while General Atlantic will rollover its stake to own 35%. EngageSmart has entered into voting support agreements with affiliates of General Atlantic and Summit Partners (14.9%) thereby already securing commitments for 68.6%. The buyout, expected to close in 1Q’24, is subject to approval from a majority of i) EngageSmart outstanding shares, and ii) EngageSmart shares held by “unaffiliated shareholders”, which excludes shares held by General Atlantic. The deal is also contingent on HSR approval and the merger agreement stipulates a burdensome condition that restricts any remedy having a material adverse effect on the business. HSR was filed on 6-Nov-23, implying a 30-day waiting period expiry date of 6-Dec-23, while the preliminary proxy was filed on 20-Nov-23. The shareholder meeting will be scheduled 30 days after the mailing of the definitive. A 30-day go-shop period expired on 22-Nov-23, with no third parties coming forward. Vista plans to finance the deal solely from fully committed equity financing. The termination fee is $144.4m and monetary damages for agreement breaches are capped at $288.7m. The long stop date is 23-May-24. EngageSmart, headquartered in Braintree, Massachusetts, provides customer engagement software-as-a-service (SaaS) platforms. Specifically, it offers software and payment solutions that simplify and automate workflow tasks, such as paying a bill, setting up an appointment, and viewing customer histories, for businesses across various industries. General Atlantic acquired a majority stake in ...
December 01, 2023 | Health Care | North America | Ended
ImmunoGen / AbbVie : Deal Insight
On 30-Nov-23, AbbVie announced an agreement to acquire ImmunoGen, a prominent cancer drug manufacturer, for a total equity value of around $10.1bn, or $31.26 per share, a one-day premium of 94.6%. The boards of both companies have approved the transaction, which is expected to close in mid-2024, subject to ImmunoGen shareholder approval (two-thirds majority) and regulatory approvals. AbbVie shareholder approval is not required. Among the regulatory conditions is HSR, but approval from the CMA and the EC might be required. The merger agreement contains customary clauses on representations, warranties, and covenants, with a MAC clause that carves out impact due to war and pandemics. A clause on reasonable best efforts obliges the companies to take “any and all actions” to obtain antitrust approval. ImmunoGen is restricted by customary “no-shop” conditions but with a fiduciary out. The termination fee is $353.5m and RTF is $656.5m. On timing, an HSR notification will be submitted within 10 business days (by 14-Dec-23) and the preliminary proxy is expected to be filed within 15 business days (by 21-Dec-23). The ImmunoGen shareholder meeting will be held within 30 days from the mailing of the definitive proxy and the companies anticipate completion in ...
November 10, 2023 | Telecom | Europe | Ended
Telefonica Deutschland Holding / Telefonica : Deal Insight
Spanish telecommunications giant Telefonica announced on 7-Nov-23 a public takeover offer to acquire the 28.19% stake that it does not control in its German subsidiary, Telefonica Deutschland Holding. In addition to the stake it already owns, Telefonica holds instruments that confer the right to acquire an additional 1.32% of the target. The offer will be launched by another Telefonica wholly-owned subsidiary, Telefonica Local Services GmbH, at €2.35 cash per share, implying a one-day premium of 37.6%. The offer document will be published after it is approved by BaFin, at which point the acceptance period will commence (expected in early- to mid-December 2023). The companies expect the acceptance period to run through mid-January 2024, and they do not anticipate making an additional acceptance period available to shareholders who do not accept. The M&A announcement mentions that the offer will be subject to a customary market MAC clause and regulatory approvals, “to the extent required.” Most notable is the absence of a minimum acceptance condition. Settlement is expected within eight days after the expiry of the acceptance period, provided all other conditions for closing are fulfilled. For those considering a back-end strategy, Telefonica has neither mentioned intentions for a subsequent delisting offer nor a squeeze-out, but the company has categorically affirmed that it does not intend to pursue a domination and profit and loss transfer agreement (DA) ...
October 31, 2023 | Industrials | North America | Active
Announced on 23-Oct-23, Chevron has agreed to buy US oil and gas driller Hess through an all-stock transaction worth $60bn, including debt. Chevron is offering 1.025 of its shares for each Hess share, which based on the previous day’s closing, valued Hess at $171 per share, implying a small, one-day takeover premium of 4.9%. The deal has received unanimous approval from both boards. Deal conditions include Hess shareholder approval, but a Chevron vote is not required. The merger agreement stipulates that regulatory and other customary closing conditions must be met, and it also contains standard clauses on representations, warranties, covenants, and MAC, with the latter explicitly excluding pandemics and war. Hess is bound by a non-solicitation clause with fiduciary-out exceptions. A preliminary proxy is expected to be filed with the SEC “as promptly as practicable”, and a shareholder meeting is anticipated within 40 days after the definitive proxy statement is mailed. An HSR notification will be submitted within 10 business days (by 3-Nov-23). The termination date is 18-Apr-24, but it can be extended until 22-Oct-25 if ...