Latest Reports



April 20, 2022 | Technology | North America | Ended


SailPoint / Thoma Bravo : Deal Insights

Identity security company SailPoint will be acquired by US private equity firm Thoma Bravo, the companies announced on 11-Apr-22. Thoma Bravo is offering $65.25 per share, representing a 31.6% one-day premium, and SailPoint’s board supports the offer after receiving a unanimous recommendation from its special committee. The deal requires SailPoint shareholder approval as well as regulatory clearances under US antitrust laws, the Australian Foreign Acquisitions and Takeovers Act, and the UK National Security and Investment Act. An HSR filing is expected within 15 business days from the merger agreement (by 6-May-22) and the preliminary proxy is expected to be filed within ...

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April 19, 2022 | Industrials | Europe | Ended


Euronav / Frontline : Deal Insights

On 7-Apr-22, global tanker majors Euronav and Frontline announced plans to merge, in a deal that would create the world’s largest oil tanker fleet by capacity. The companies have yet to sign a definitive merger agreement, but they expect to do so in a month as the merger has been approved by both companies’ boards. The terms will entail an exchange ratio of 1.45 Frontline shares for each Euronav share. Given Euronav’s market cap is over 40% larger that Frontline’s, Euronav shareholders will hold 59% of the new entity and Frontline shareholders will own the remaining 41%. Frontline is headquartered in Oslo, incorporated in Bermuda, and its primary listing on the NYSE has around twice the liquidity as the secondary listing on Oslo Børs. The exchange ratio offers a...

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April 14, 2022 | Industrials | Europe | Ended


Atlantia / Edizione & Blackstone : Deal Insights

On 14-Apr-22, Blackstone and the billionaire Benetton family confirmed a voluntary tender offer for Italian infrastructure group Atlantia. The bid comes from a newly formed entity called Schemaquarantatrè, which is 65% held by Edizione, the Benetton’s investment firm, and 35% held by Blackstone. Under the terms of the offer, the acquirers will purchase all the shares of Atlantia for €23 apiece, including all treasury shares (0.84%) but excluding the 33.1% already owned by Edizione. Atlantia shareholders will also be entitled to an additional €0.74 dividend to be proposed at an Atlantia AGM on 29-Apr-22 (ex- 23-May-22, per Bloomberg). Any distribution beyond this €0.74 will result in the offer price being adjusted lower. The price represents a 5.3% one-day premium and 24.4% over the undisturbed price on 5-Apr-22. In addition to the Benetton’s roll-over stake, Blackstone will...

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April 13, 2022 | Industrials | North America | Active


Spirit Airlines / Frontier Group Holdings : Deal Insights

On 7-Feb-22, rival discount carriers Spirit and Frontier agreed to a cash and stock merger whereby Spirit shareholders would receive $2.13 in cash plus 1.9126 Frontier shares for each Spirit share held. At announcement, the terms implied an offer price of $25.83 and a one-day premium of 19%; the deal value currently sits at $23.11 per Spirit share (Frontier shares have declined 11.5% since its M&A announcement). On 5-Apr-22, JetBlue Airways (JBLU US) jumped into the fray with an unsolicited all-cash competing proposal at $33.00 per Spirit share, representing a 43% premium to the current value of Frontier’s cash and stock offer and...

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April 08, 2022 | Energy | Europe | Ended


Lundin Energy / Aker BP : Deal Insights

Norwegian oil major Aker BP is buying the oil and gas business of Sweden’s Lundin Energy to form the second-largest listed petroleum firm on the Norwegian Continental Shelf (NCS). The acquirer, a joint venture between Norwegian industrial company Aker (AKER NO) and BP (BP/ LN), is offering $2.2bn in cash and 272m of its shares (worth $11.7bn) after which Lundin legacy shareholders will retain shares in its remaining ‘stub’ renewable energy business. For Lundin shareholders, the merger consideration consists of USD 7.76 in cash, paid in SEK (and based on the 10-business day average FX rate preceding the third business day prior to the merger per WM/Refinitiv Spot) plus 0.950985 shares in Aker BP, in the form of Swedish Depository Receipts (SDRs). The deal is structured under...

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March 23, 2022 | Insurance | North America | Ended


Alleghany / Berkshire Hathaway : Deal Insights

Warren Buffett’s Berkshire Hathaway has dipped into its $147bn cash reserves to buy insurance conglomerate Alleghany for $11.6bn. Under the terms of the all-cash deal, announced on 21-Mar-22, Berkshire will pay $848.02 per share, representing a 25.3% premium over the target’s unaffected price on 18-Mar-22. This represents 1.2x Alleghany’s trailing book value as of 31-Dec-21. Berkshire had originally offered $850 per share, but Buffett told Alleghany that he did not want to pay for the target’s financial advisory fees so fees for financial advice would have to come out of the proceeds for Alleghany shareholders – hence the offer of $848.02, after deducting Goldman Sachs’ $27m advisory fee. The transaction has been approved by...

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March 22, 2022 | Technology | North America | Ended


Anaplan / Thoma Bravo : Deal Insights

Private equity firm Thoma Bravo announced on 20-Mar-22 that it has signed a deal to acquire enterprise software company Anaplan for $10.7bn. The buyout values Anaplan at $66 per share, representing a one-day premium of 30.5% and a 46.4% premium to 16-Mar-22, the day prior to the confirmation of the activist stakes. Anaplan’s board supports the acquisition, which is subject to a shareholder vote as well as regulatory approvals under HSR and foreign investment and antitrust laws. The merger agreement contains customary clauses on representations and warranties and a MAC that carves out...

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March 10, 2022 | Industrials | North America | Ended


Meritor / Cummins : Deal Insights

Cummins has entered into a $2.6bn definitive agreement to acquire auto component manufacturer Meritor, a leading supplier of drivetrain, mobility, braking, aftermarket and electric powertrain solutions for the commercial vehicle and industrial markets. Under the terms of the all-cash deal, signed on 22-Feb-22, Cummins will pay $36.50 per share, reflecting a 48% premium to Meritor’s undisturbed price. Cummins said it will fund the merger through a combination of cash and debt while committing to maintain its credit rating. A majority of Meritor shareholders will need to vote in favour of the merger, but a Cummins vote is not required. Other conditions to closing include the receipt of applicable regulatory clearances, including under HSR. The merger proxy ...

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March 10, 2022 | Industrials | North America | Ended


Tenneco / Apollo Global Management : Deal Insights

Ailing auto parts maker Tenneco has agreed to be bought by private equity firm Apollo for $1.6bn in equity, an implied enterprise value of $7.1bn. The sponsor is offering $20 per share, representing a generous 100.4% one-day premium to Tenneco’s closing price of $9.98 the day prior. Unanimously approved by Tenneco’s board, the buyout requires an affirmative vote by 50% of target shareholders and regulatory approvals in the US, the FCC and, so far, unspecified international regulators. Apollo funds have committed $1.65bn in equity while banks agreed to lend upwards of $6bn in debt; there is no financing condition. Termination and reverse termination fees are $54m and $108m, respectively. On timing, the preliminary proxy is expected to be filed within 20 business days of the announcement ...

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March 08, 2022 | Financials | North America | Active


First Horizon / TD Bank : Deal Insights

Toronto-Dominion Bank (“TD”) is acquiring US regional bank First Horizon in an all-cash $13.4bn deal that will expand its presence in the US. TD is offering $25.00 per First Horizon share, which represents a 37% takeover premium and values the company at 9.8x ‘23E earnings, including synergies, and 2.1x forward tangible book value. In addition, a ticking fee of $0.65 per share will be paid on an annualised basis (2.6%) if the deal does not close prior to 27-Nov-22. This translates to $0.00178 per share, per calendar day commencing on and including 27-Nov-22 and ending on the day prior to the merger closing. The deal requires First Horizon shareholder approval (50%) as well as regulatory clearances from the Federal Reserve, the Office of the Comptroller of the Currency (OCC), the Federal Deposit Insurance Corporation (FDIC), the Tennessee Department of Financial Institutions (if required), the Canadian Office of Superintendent of Financial Institutions (OSFI), and US HSR. Note there is no acquirer vote. The merger agreement describes an unquantified burdensome condition clause that ...

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