Latest Reports

September 27, 2021 | Media | Europe | Active

Lagardère / Vivendi : New Deal Insights

The five-year battle for control of French media, publishing, and travel retail conglomerate, Lagardère, is close to concluding following the announcement by rival Vivendi on 15-Sep-21 that it has struck a deal to buy Amber Capital’s (“Amber”) stake in Lagardère (17.9% share capital, 14.3% voting rights). The parties have agreed to a price of €24.10 per Lagardère share, representing a 24% premium to the target’s undisturbed price. Vivendi already controls 27.2% of Lagardère’s share capital (21.8% votes), and with Amber’s stake it will hold to 45.1% of the share capital and 36.1% of voting rights, thus exceeding the 30% mandatory offer threshold (share capital or voting rights) under French takeover rules. Consequently, once the stake acquisition completes, Vivendi must launch a ...


September 16, 2021 | Energy | Australia | Ended

Oil Search / Santos : New Deal Insights

After rejecting an initial proposal in June 2021, Oil Search has agreed to a sweetened offer from Australian rival Santos, to create one of the top 20 oil and gas companies in the world. On 2-Aug-21, the companies reached an agreement on a merger ratio whereby OSH shareholders will receive 0.6275 Santos shares for each OSH share to own 38.5% of the combined company; Santos shareholders will own the remaining 61.5%. The companies subsequently signed confidentiality agreements and undertook extended due diligence, and, on 10-Sep-21, entered into a merger implementation deed based on the previously announced exchange ratio and other specific terms. The offer at announcement equates to AUD 4.29 per OSH share, a 16.8% premium to the target’s undisturbed price on 19-Jul-21, the day prior to the public disclosure of the first proposal. OSH’s board recommends the deal, subject to an opinion from an independent expert. OSH is incorporated in Papua New Guinea (“PNG”) and, as such, clearances are needed from ...


September 08, 2021 | Health Care | North America | Ended

Hill-Rom Holdings / Baxter : New Deal Insights

US medical product and device company Baxter announced on 2-Sep-21 that it would acquire rival Hillrom, a medical equipment and technology manufacturer known for its ‘connected’ hospital beds. Baxter will pay $156 per share, representing an equity value of $10.5bn and a total enterprise value of about $12.4bn. Hillrom will continue and is permitted to pay its shareholders regular quarterly dividends as long as each of these do not exceed $0.24 per share. The price implies a 26% one-day takeover premium to Hillrom’s undisturbed price over a month earlier, on 27-Jul-21 – the day before Bloomberg reported that an initial takeover approach from Baxter had been rejected. Baxter reportedly ...


September 07, 2021 | Health Care | Europe | Ended

Swedish Orphan Biovitrum / Advent Int'l, GIC : New Deal Insights

On 2-Sep-21, Swedish drugmaker Sobi received an offer from a consortium consisting of US private equity firm Advent International and Singapore’s sovereign wealth fund, GIC, for SEK 69.4 ($8bn), or SEK 235 per share. The offer, which will be adjusted lower for any dividends prior to settlement, represents a one-day premium of 34.5% to Sobi’s undisturbed price on 25-Aug-21, the day before Bloomberg reported that Advent was interested in a potential deal. The Sobi board recommends the offer, which is supported by a fairness opinion from Danske Bank as well as by key Sobi shareholders who have provided soft irrevocable commitments: (i) Investor AB (INVEB SS, 35.4%), and (ii) Fjärde AP-Fonden (“AP4”, 6.8%). A 90% minimum acceptance condition ...


August 30, 2021 | Health Care | North America | Ended

Inovalon / Nordic Capital-led Consortium : New Deal Insights

On 19-Aug-21, healthcare software provider Inovalon Holdings agreed to be acquired by a Nordic Capital-led consortium of financial sponsors. The $41.00 per share offer price implies a one-day premium of 25.3% over Inovalon’s undisturbed price on 26-Jul-21, the day before the news broke that Nordic Capital was in “advanced talks” with the company about a potential transaction. Nordic Capital is joined by Insight Partners as lead co-investor and 22C Capital, as well as certain Inovalon Class B stockholders and its founder and CEO, Keith Dunleavy ...


August 25, 2021 | Industrials | Australia | Ended

Spark Infrastructure Group / KKR, OTPP, PSPIB : New Deal Insights

On 23-Aug-21, a consortium led by US private equity firm KKR struck a firm agreement to acquire Australian energy firm, Spark Infrastructure. The deal comes after multiple attempts from the consortium which, aside from KKR, includes Canada’s Ontario Teachers’ Pension Plan (OTPP) and the Public Sector Pension Investment Board (PSPIB). The buyers have completed due diligence and are offering, in total, AUD 2.95 per Spark stapled security (1.8bn Spark securities, with each comprising of one unit stapled to one note which trade together on the ASX). The headline consideration is cum dividend and includes a AUD 0.0625 interim dividend per share that already went ex-dividend on 7-Jul-21 (albeit payable 15-Sep-21). However, the offer also includes a


August 23, 2021 | Defence | Europe | Active

Ultra Electronics / Cobham : New Deal Insights

UK defence group Ultra Electronics (“Ultra”) announced on 16-Aug-21 that it had agreed to a takeover by its recently taken private rival, Cobham. The offer price of 3,500p per share represents a one-day premium of 63.1% to Ultra’s undisturbed price on 24-Jun-21, the day before the companies confirmed they were in talks over a possible combination. The price will be adjusted lower for any Ultra distributions with the exception of an interim dividend of 16.2p announced on 19-Jul-21 (to be paid on 17-Sep-21 to shareholders on record on 27-Aug-21). The deal structure is a UK scheme of arrangement that requires Ultra shareholder approval at a Court Meeting (75% or more in value) and EGM (75% of the votes cast). Ultra’s board will recommend the scheme and has offered irrevocable commitments ...


August 20, 2021 | Consumer Discretionary | Europe | Ended

Zooplus / Hellman & Friedman : New Deal Insights

On 13-Aug-21, Hellman & Friedman announced that it had entered an investment agreement with Zooplus in which the US private equity firm would take over ownership of the German e-commerce pet supply platform for €390 per share. The offer implies a one-day premium of 40% to Zooplus’ undisturbed price on 12-Aug-21, a 50% premium to its three-month VWAP and is also 34% higher than its all-time high closing price. Zooplus’ management and the supervisory boards welcome the offer and intend to recommend that shareholders accept it. There is a 50% + 1 share minimum acceptance condition, and, to this end, H&F has secured irrevocable commitments for 17% of Zooplus shares, from the management board and Maxburg Beteiligungen, a private equity investor with ...


August 19, 2021 | Industrials | Europe | Ended

Hella / Faurecia : New Deal Insights

On 14-Aug-21, French automotive supplier Faurecia, an expert in seats and interior, announced a takeover of German rival Hella, a specialist in lighting systems and on-board electronics. The deal will see Faurecia acquiring the founding Hueck family’s 60% stake for €60 per share, and in lieu of undertaking a mandatory offer, Faurecia will launch a public tender offer for the remaining shares at the same price. In April 2021, the Hueck family, among the 50 richest in Germany, reportedly retained investment bank Rothschild to explore options to sell its stake upon which Hella shares increased by 12.7% to €51.62 on 27-Apr-21, only to drift higher over the coming months. Hella plans to announce a dividend of €0.96 per share at its 30-Sep-21 AGM and inclusive of this dividend, the offer price represents a 33% premium to Hella’s undisturbed price on 26-Apr-21 and a 24% premium to its unaffected 3-month VWAP. The transaction has been unanimously approved by Faurecia’s boards and has received support from Hella management ...


August 18, 2021 | Real Estate | North America | Ended

MGM Growth Properties / VICI Properties : New Deal Insights

Real estate investment trust VICI Properties is acquiring rival MGM Growth Properties (“MGP”) in a $17.2bn deal that will create the largest US casino and gaming real estate investment trust (REIT). The all-stock definitive agreement, at 4-Aug-21, valued MGP at $43 per share, a one-day premium of 15.9% to the target’s undisturbed price on 3-Aug-21. MGP’s controlling shareholder, MGM Resorts International (MGM US), will receive $43 cash per share ($4.4bn) for redeeming its MGP operating partnership units. MGM will also retain approximately 12m units in a newly formed operating partnership with VICI. MGM’s Class B shares held in MGP will be cancelled and, on closing, MGP Class A shareholders and MGM will own 25% and 1% of VICI, respectively. The deal has been approved by the boards of the three companies – MGP, MGM, and VICI – as well as a conflicts committee at MGP. One condition to closing is VICI shareholder approval, but ...



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