Latest Reports

April 15, 2021 | Health Care | North America | Active

PPD / Thermo Fisher : New Deal Insights

On 15-Apr-21, medical device maker Thermo Fisher entered into a definitive agreement to acquire PPD, a leading Contract Research Organisation (CRO). This is the second major CRO deal in as many months, following PRA Health Sciences (PRAH US) / ICON (ICLR US), announced in late February, and marks a decisive move by Thermo Fisher to become a leader in this growing and profitable space. Thermo Fisher’s all-cash offer represents a takeover premium of 24% to PPD’s closing price on 13-Apr-21, before the media disclosed talks. The deal has been approved by both companies’ boards and has already received approval by ... Deal risks assessed in this research report: • Divestiture cap of 10% of PPD sales gets tested • Unexpected in-depth reviews by antitrust regulators


April 13, 2021 | Consumer Discretionary | Europe | Ended

Gamesys Group / Bally's : New Deal Insights

Following a 24-Mar-21 Rule 2.4 announcement confirming a possible combination, on 13-Apr-21, US-based gaming and entertainment company Bally’s entered a firm agreement to acquire UK online gaming company Gamesys. Uniquely, in this deal, while target shareholders can elect to receive all-cash or all-stock, there is a significant, 25.9% discrepancy between the election values. The higher consideration, aimed at most of the shareholders, is 1,850p per share in cash, a 12.7% premium to Gamsys’ undisturbed price on 23-Mar-21. Since the announcement of a possible combination, Gamesys shares have traded through both offer ... Deal risks assessed in this research report: • Competitve bidding or a bump does not emerge • Stringent US state antitrust reviews, leading to timing delays


April 12, 2021 | Technology | North America | Active

Nuance / Microsoft : New Deal Insights

On 12-Apr-21, Microsoft entered into a definitive agreement to acquire AI solutions provider, Nuance Communications, in a move that will bolster the software giant’s healthcare cloud strategy significantly. Representing a one-day takeover premium of 23%, the transaction has been blessed by both companies’ boards, and approval will be sought from Nuance shareholders, but not from Microsoft shareholders. The deal is also subject to antitrust approvals from ... Deal risks assessed in this research report: • Political context related to President Biden's new appointments to the Department of Justice and FTC • Antitrust scrutiny into Microsoft’s dominance within technology and growing presence in healthcare


April 01, 2021 | Real Estate | North America | Ended

Brookfield Property Partners / Brookfield Asset Management : New Deal Insights

Brookfield Asset Management (BAM/A CN, BAM US) has confirmed a definitive deal to take private Brookfield Property Partners (BPY-U CN, BPY US). BAM already holds 61.7% economic interest of BPY, and on 1-Apr-21, BPY’s independent board members agreed to an increased offer, which will be structured as an Ontario court-approved transaction. The offer price represents a 10% premium to BAM’s earlier proposal made on 4-Jan-21 and a 26% premium to BPY’s 31-Dec-20 undisturbed price. Under the agreement, BPY unitholders can ... Deal risks assessed in this research report: • Shareholder activism leading to a breach in the 5% dissenters’ cap threshold


March 21, 2021 | Industrials | North America | Active

Kansas City Southern / Canadian Pacific Railway : New Deal Insights

On 21-Mar-21, Canadian Pacific Railway agreed to acquire its smaller rival, Kansas City Southern in a cash and stock takeover worth $29bn, which would make this Canadian Pacific’s biggest acquisition to date. The offer valued Kansas City Southern at $275 per share based on closing prices on 19-Mar-21, a one-day premium of 23%. Kansas City Southern's perpetual preferred holders (KSU 4 PERP Pfd) will receive $37.50 in cash for each preferred share. Canadian Pacific’s President and CEO, Keith Creel, will lead the merged company, to be renamed Canadian Pacific Kansas City (CPKC), and the company will be headquartered in Calgary with regional headquarters in Kansas City, Mexico City, and Monterey ... Deal risks assessed in this report: • Activism against waiver for KSU • Complainants causing the Department of Justice (DoJ) and Surface Transportation Board (STB) to question the appropriateness of the voting trust


March 15, 2021 | Telecom | North America | Active

Shaw Communications / Rogers Communications : New Deal Insights

On 15-Mar-21, Canadian telecoms giant Rogers announced a definitive agreement to acquire rival Shaw in an all-cash deal worth CAD 26bn, including CAD 6bn of debt. The offer price represents a 69.5% premium to Shaw’s Class B closing price on the previous trading day. Rogers will acquire all of Shaw’s Class A and Class B shares, and the Shaw family trust, which owns 79% of the super-voting and less liquid Class A shares as well as 7% of Class B shares, will receive Rogers Class B shares in exchange for 60% of their stake ... Deal risks assessed in this research report: • Risks of extensive vertical antitrust scrutiny • 4-to-3 merger, with top 3 controlling 89.2% of the Canadian wireless market


March 08, 2021 | Financials | North America | Active

Athene Holding / Apollo Global Management : New Deal Insights

Apollo has announced a definitive offer to acquire the 65% that it doesn’t already own in Athene Holding, the insurance and retirement services firm that Apollo created at the peak of the financial crisis in 2009. At the time of the announcement, excluding dividends, the all-stock offer was worth $56.94 per Athene share, representing a one-day premium of 16.5%; currently, consideration is worth 8.1% less. Upon closing, Apollo shareholders will own approximately 76% of the combined company while Athene shareholders will hold the remaining 24%. Concurrent with the takeover, Apollo also intends to simplify its shareholding structure into a single class of voting shares such that it will become eligible to be included in the S&P 500, which currently excludes dual share class companies ... Deal risks assessed in this research report: • Small reverse termination fee • Timing lag beyond mid-November could lead to being short another Apollo dividend


March 05, 2021 | Technology | Europe | Ended

Aggreko / TDR and I Squared Consortium : New Deal Insights

On 5-Mar-21, Aggreko, a leading global supplier of power equipment, confirmed a definitive agreement to be acquired by a private equity consortium consisting of TDR Capital and I Squared Capital (50/50 each in equity commitments). Through the public-to-private leveraged buyout, which will be implemented via a UK scheme of arrangement, Aggreko shareholders are being offered 880p cash per share, representing a 39% premium over Aggreko’s undisturbed price on 4-Feb-21. The consideration will be reduced if the scheme becomes effective after any Aggreko dividend record date, and this includes the company’s recently announced final dividend of 10p per share (payable to shareholders on record as of 23-Apr-21) ... Deal risks assessed in this research report: • Unexpected antitrust or foreign investment scrutiny • Ability to attract counterbids • Debt financing wobbles


February 24, 2021 | Health Care | North America | Ended

PRA Health Sciences / ICON : New Deal Insights

Within the Pharmaceutical Outsourcing (PO) industry, M&A among Contract Research Organisations (CRO) slowed in 2020 since COVID-19 caused many clinical trials to be delayed. Now, with stresses of the pandemic somewhat subsiding, and new technology advances to conduct decentralised trials, consolidation within the CRO subsegment is ramping up. Dublin-based ICON and North Carolina-based PRA Health Services are the latest CROs to agree to a tie up, and a definitive agreement was signed on 24-Feb-21. Deal risks assessed in this research report: • Horizontal antitrust in creating the #2 player globally • Acquirer vote or bid, since shares are -11.6% since announcement


February 10, 2021 | Technology | Global | Active

What to Expect from China's SAMR / Dialog, Inphi, Maxim, Siltronic, and Xilinx : In-Depth Report

State-of-the-art computer chips underpin many of today’s strategically important emerging technologies and are vital to the balance of global military power, owing to their use in telecom networks, high-performance computing, Internet of Things (IoT), artificial intelligence (AI) and next-generation weapons platforms. Gaining the technology upper hand requires control over their production, and both China and the US profoundly recognise that semiconductor technology and fabrication is critical to reaching their respective goals of global economic and military superiority. Unfortunately for China, although the semiconductor supply chain is global, its foundation is based largely on US technology, and the world’s leading chipmakers, from Qualcomm to Samsung to TSMC, all rely on the tools and intellectual property of only a handful of mostly American companies. This dependence on foreign technology has created challenges for China, exemplified by the Trump administration’s attempts to cut Huawei’s access to key technologies, subsequently putting the Chinese company into survival mode while hampering Beijing’s strategic ambitions in 5G. For Washington, implementing export controls and placing restrictions on Chinese companies is necessary to protect US economic competitiveness and national security. But this approach comes with risks, including reciprocal actions by China against US businesses. Armed with the ability to block or significantly delay a transaction, China’s State Administration for Market Regulation (SAMR) arguably offers an effective retaliatory tool against US trade aggressions. In this report, we assess this risk against five pending large cap semiconductor deals – Dialog, Inphi, Maxim, Siltronic, and Xilinx. We speak with experts to explain the reasons behind SAMR delays and assess precedents to determine the extent of political influence on China's merger control outcomes. Based on China’s key semiconductor priorities, we identify which deals are the ‘riskiest’ and most prone to a lengthy review at SAMR.



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