December 12, 2020 | Health Care | North America | Ended
US-based Alexion Pharmaceuticals has agreed to be acquired by UK drug maker, AstraZeneca, is what is the largest pharma deal announced this year and since Allergan / AbbVie in 2019 ($63bn). On 12-Dec-20, the companies confirmed a cash and stock definitive agreement that valued Alexion at $39.4bn, or $175 per share, representing a one-day takeover premium of 44.7%. Through the deal, Alexion shareholders will own 15% of the combined entity while AstraZeneca shareholders will own the remaining 85%. AstraZeneca has sought $17.5bn in bridge financing from a consortium of banks. The size of Alexion makes this a Class 1 transaction for AstraZeneca, meaning that ... Deal risks assessed in this research report: • Acquirer activism after AstraZeneca’s initial share price decline • A recall is issued on one of Alexion’s drugs
December 11, 2020 | Technology | Europe | Active
The recently announced merger between German silicon wafer company, Siltronic, and Taiwan-based GlobalWafers, is yet another sign that consolidation in the global semiconductor industry continues unabated. On 9-Dec-20, the two companies agreed to a tie-up whereby GlobalWafers will offer Siltronic shareholders €125 per share in cash through a voluntary public tender offer. Additionally, Siltronic typically pays a regular cash dividend every summer and plans to distribute a dividend of approximately €2 per share prior to the completion of the transaction. Siltronic’s executive and supervisory boards have approved the offer, and the price represents ... Deal risks assessed in this report: 65% minimum acceptance condition is rested and GlobalWafers does not bump; antitrust scrutiny from CFIUS in the US, China's SAMR, and Germany's BMWi.
December 01, 2020 | Technology | North America | Ended
On 1-Dec-20, Salesforce.com, a leader in cloud-based customer relationship management (CRM) platforms, confirmed its acquisition of Slack Technologies for $27.7bn. Slack shareholders are being offered $26.79 in cash and 0.0776 in Salesforce common stock, subject to a cash limitation mechanism. The offer represents a 59% premium to Slack’s undisturbed share price on 24-Nov-20, before the Wall Street Journal reported that the parties were in advanced discussions. The deal is conditional on a majority of Slack shareholders voting in favour, not Salesforce’s, as well as requisite regulatory approvals, including HSR clearance. The parties are expected to file a notification with the FTC within 15 business days from the date of the merger agreement. The DMA contains provisions on ... Deal risks assessed in this research report: Antitrust scrutiny in the US, Europe, possibly China; hedging complications due to limit on cash consideration payable.
November 30, 2020 | Technology | North America | Active
On the heels of London Stock Exchange’s (LSE LN) $28.9bn plan to acquire one of the largest providers of financial data, Refinitiv (private), announced in August 2019 and expected to consummate in 1Q’21, S&P Global has announced its plan to acquire US-listed, London-based and Bermuda-Incorporated IHS Markit. The all-stock merger takes direct aim at the current dominance of Refinitiv and Bloomberg (private) and equates to a $96.94 per share offer based on last Friday’s closing, a relatively underwhelming 4.7% one-day premium. IHS shareholders will own 32.25% of the combined company with S&P Global shareholders owning the remaining 67.75%. The deal requires approval from ... Deal risks assessed in this research report: • Antitrust scrutiny in the US and Europe • Target shareholder activism
October 21, 2020 | All | Global | Active
Hedge funds are noticing an uptick in the number of exits by Chinese companies from US exchanges, primarily through buyouts or Hong Kong re-listings. With multiple US-listed, Chinese privatisations announced or proposed, and following the successful completion of 58.com, event driven funds are focusing on potential back-end opportunities in the next three largest billion-dollar takeovers: Bitauto, Sina and DouYu. A prominent feature of these Cayman statutory mergers is that minority shareholders benefit from an appraisal rights system. To date there are five precedent cases that have received Cayman court rulings, and these contain details on courts’ and experts’ assumptions and approaches to calculating “fair value”. In this report, we explain and quantify opportunities presented to investors that exercise dissenters’ rights in US-listed, Cayman-incorporated statutory mergers. We define actions needed to trigger the rights, what to expect in Cayman courts and whether it is worthwhile to dissent. Finally, and perhaps most importantly, we stress the risks in solely assuming upside in these situations and warn of potential short-term trading pitfalls upon dissenters’ cap conditions being breached.
September 11, 2020 | Consumer Discretionary | North America | Ended
In our 9-Jun-20 in-depth report, we argued that Tiffany / LVMH was far from a done deal and warned that LVMH CEO Bernard Arnault would continue to seek ways to renegotiate the offer terms in order to avoid overpaying, including scrutinising Tiffany’s response to COVID-19. Recent actions from LVMH confirmed our bearish thesis with the companies now suing each other in Delaware. Justifying its right to walk away from the deal, LVMH has pulled nearly every lever we identified, including invoking a material adverse effect, citing the failure to achieve a closing condition, and accusing Tiffany of breaching a covenant. In this report, we explain how developments from both sides have altered the course of the transaction. We discuss the impact of the French government’s involvement, the Tiffany Playbook (specific performance, damages), the LVMH Playbook (limiting liabilities, repricing), and a realistic Tiffany standalone price. We provide our latest recommendation after assigning weighted probabilities to various outcomes, including a reprice, a court ruling, or LVMH confirming another unexpected twist.
August 14, 2020 | Consumer Discretionary | Europe | Active
The vertical merger between GrandVision (“GV”), a pan-European optical retailer, and EssilorLuxottica (“EL”), a predominant supplier of eyewear, is under increased pressure after the acquirer, EL, initiated legal proceedings against its target. Dutch courts are expected to rule on the litigation elements within a couple weeks but EL’s actions make it clear that it is seeking to either reduce the offer terms – announced pre-COVID-19, over a year ago – or to walk away from the transaction. In this report, we analyse EL’s ability to lapse or renegotiate under multiple circumstances and assess the likelihood of EL doing so given changes in the deal dynamics, companies, funding, and antitrust reviews. We forecast feasible Dutch court and arbitration rulings and their implications for the deal. Finally, after analysing other pending and ‘cut’ public M&A deals due to COVID-19, we suggest how to strategically invest in this situation.
July 15, 2020 | Telecom | North America | Ended
Google’s acquisition of wearable maker Fitbit is being scrutinised by global antitrust regulators on conglomerate, vertical and horizontal grounds. Simultaneously, some of the same regulators are investigating Google and Big Tech on alleged violations of antitrust laws, data accumulation and privacy breaches. Although the merger and Big Tech antitrust reviews will remain mutually exclusive, they are linked, whereby the regulators are concerned that Google is being less than transparent on what it plans to do with its accumulated data. In this report, we examine the conglomerate, vertical and horizontal antitrust effects of Fitbit / Google and discuss whether remedies will be enough to appease regulators and allow Google to ultimately own a wearable maker, access to vast amounts of health data and maintain its operating system for wearables. We identify which companies will be harmed in absence of antitrust action and the deal’s effects on online advertising participants, search competitors and wearable manufacturers.
June 09, 2020 | Consumer Discretionary | North America | Ended
One of the most closely watched pending M&A transactions is LVMH’s purchase of Tiffany, a crowded risk arbitrage situation where the outcome remains in question. Uncertainty has swirled over transaction consummation and volatility in Tiffany shares increased on news that LVMH’s board recently met to discuss ways to get a price cut. Investors’ concerns surround merger agreement language and Tiffany’s credit facility debt covenants. In this report, we look at Tiffany leverage and separately assess the strength of the merger agreement to identify where LVMH could argue to reprice or threaten to walk, such as by invoking a material adverse effect, citing failure to achieve a closing condition, accusing Tiffany of breaching a covenant, repudiating the agreement, and mutually agreeing to reprice or terminate. As a direct result of COVID-19, acquirers have attempted to use these methods to renegotiate or break their deals, and we study 20 M&A transactions that have recently failed or wobbled due to the pandemic. We also discuss considerations behind Tiffany remedies, LVMH liability protections and trading considerations, such as the appropriate Tiffany break price and a fair implied probability of completion.
May 26, 2020 | All | Global | Active
More than half of recently terminated M&A deals due to COVID-19 have involved private equity acquirers. This is not a coincidence, in our view. During times of economic stress, private equity firms (“sponsors”) find themselves increasingly strained to secure financing and take advantage of their abilities to negotiate merger agreements in their favour. To protect themselves, sponsors prioritise capping their maximum liability upon termination due to a willfull breach while limiting their takeover targets’ recourses. This generally leads to sponsors having the option to lapse deals under multiple circumstances. While it may seem as though targets have ample remedies in the form of specific performance rights, reverse termination fees and recovery for damages, penalties are rarely sufficient to dissuade sponsors from attempting to walk away from a leveraged buyout. In this report, we explore the ways in which private equity acquirers frequently lapse transactions: mutually agreeing to terminate, invoking a MAC, invoking “other” conditions, citing a target breach of covenant, and simply repudiating agreements. Our focus is on global public-to-private LBOs and the sturdiness of merger agreements when sponsors try to walk. We assess five pending major LBOs to anticipate how sponsors may react, drawing from precedents during the current COVID-19 pandemic and the credit crisis in 2007 and 2008.
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