April 19, 2023 | Industrials | North America | Ended
Triton / Brookfield Infrastructure : Deal Insights
Canadian infrastructure operator Brookfield Infrastructure Partners (BIP US) announced on 12-Apr-23 that it will take private Bermuda-based and US-listed freight container lessor Triton International in a cash and stock transaction at an equity value of $4.7bn and a total enterprise value of $13.3bn. The headline offer consideration is $85 per Triton share, made up of $68.50 in cash and $16.50 in Brookfield Infrastructure Corporation (BIPC US), a subsidiary of BIP; the price represents a 35% one-day premium. The transaction has been unanimously approved by Triton's board of directors and closing conditions include approval by Triton shareholders (50%) as well as national security clearance from CFIUS and antitrust approvals from the US, EC, and China. The preliminary proxy will be filed within 30 business days (by 22-May-23) while HSR and CFIUS notifications will be presented within 20 business days (by 8-May-23). BIPC shareholder approval is not required. The merger agreement also contains customary clauses on ...
April 18, 2023 | Health Care | North America | Ended
Prometheus / Merck : Deal Insights
Pharmaceutical giant Merck has agreed to buy biotechnology company Prometheus Biosciences for $10.8bn, the companies announced on 16-Apr-23. The $200 per share offer implies a 75.4% premium to Prometheus’s undisturbed price on 14-Apr-23. The merger agreement, signed the next day, sets out conditions to closing that include Prometheus shareholder approval (50%) and antitrust approvals (only HSR is specifically mentioned). Prometheus is subject to no-solicitation with a customary fiduciary-out and a burdensome conditions clause restricts the companies from taking any action which “would have any more than an immaterial effect on the business, operations or financial condition of the company [Prometheus].” On timing, the preliminary proxy will be filed within 10 business days (by 28-Apr-23) and HSR notification within five business days (by 21-Apr-23). Completion is expected in 3Q’23 against a long-stop date of 15-Apr-24, the companies said. The termination fee is $325.4m and an RTF is $650.7m. While funding is not a condition to closing, Merck will finance the takeover through cash and commercial paper, or through new debt issuance; the acquirer currently has $13.2bn of cash and equivalents on its balance sheet and currently has net leverage of ...
April 17, 2023 | Industrials | North America | Ended
National Instruments / Emerson Electric : Deal Insights
Diversified industrial manufacturer Emerson Electric (“Emerson”) has agreed to acquire its smaller automation solutions rival, National Instruments (“NI”), for $8.2bn, the companies disclosed on 12-Apr-23. The $60 per share offer represents a 49% premium to NI’s undisturbed price on 12-Jan-23, the day before the target announced it would undertake a strategic review. Emerson, which currently owns 2% of NI, first made a play for the company on 25-May-22 when it privately tabled a $48 per share proposal. A bidding war followed that included rival Fortive (FTV US) and Keysight Technologies (KEYS US). NI succumbed to pressure from the potential suitors and on 13-Jan-23 launched a strategic review and formal sale process after Emerson threatened to challenge the NI board if it declined to engage in discussions. A few days later, on 17-Jan-23, Emerson publicly disclosed its $48 per share proposal from May 2022 and also revealed that it had subsequently revised its bid on 3-Nov-22, to $53 per share. The $53 proposal was restated on 11-Jan-23, and Emerson said it was making the offer public because NI refused to engage. After confirming receipt of Emerson’s proposals, NI announced that the companies were amicably discussing a deal. Reuters reported on 12-Apr-23 that the bidding process was “tightly contested” until the last minute and that NI extended the deadline for final bids several times ...
April 13, 2023 | Real Estate | North America | Ended
Life Storage / Extra Space Storage : Deal Insights
Extra Space Storage, the second largest operator of self-storage properties in the US, entered into a definitive agreement on 3-Apr-23 to acquire its smaller rival, Life Storage, through an all-stock merger. The companies operate as REITs, and under the terms of the agreement, Life Storage shareholders will receive 0.8950 Extra Space shares for each Life Storage owned, valuing the target at $12.7bn and representing a consideration of $145.82 per share based on Extra Space’s closing share price on 31-Mar-23. Both boards of directors have unanimously approved the merger. Upon closing, Extra Space and Life Storage shareholders will own 65% and 35% of the combined company, respectively. The merger consideration implies an 11.2% one-day takeover premium and a 31.9% premium over Life Storage’s undisturbed price on 3-Feb-23, the last trading day prior to Life Storage disclosing that it had received an unsolicited all-stock offer worth $129.31 per share from its larger peer and the largest self-storage operator in the US, Public Storage (PSA US) ...
March 31, 2023 | Financials | Europe | Ended
Credit Suisse Group / UBS Group : Deal Insights
On 19-Mar-23, UBS agreed to buy and restructure its stricken smaller Swiss rival, Credit Suisse, for $3.2bn (CHF 3bn), after the country’s financial authorities intervened to ensure financial stability. Prior to the merger announcement, the embattled bank's share price had declined 75.1% in the space of 12 months, and “given recent extraordinary and unprecedented circumstances, the announced merger represents the best available outcome,” Axel Lehmann, chairman of Credit Suisse, said. The Swiss Federal Department of Finance, the Swiss National Bank (SNB) and the Swiss Financial Market Supervisory Authority (FINMA) said they told Credit Suisse and UBS to enter into a merger agreement to “ensure stability for the bank’s customers and for the financial center.” Switzerland's central bank said it will grant liquidity lines to the banks of up to CHF 100bn, backed by a default guarantee, under the deal, while the Swiss government will provide more than $9bn to cover potential losses that UBS might incur due to the merger. The emergency ordinance, enacted by the Swiss Federal Council, was designed to ensure the liquidity of Credit Suisse until the takeover completes. Additionally, FINMA informed Credit Suisse that its additional Tier 1 capital of CHF 16bn will be completely written off. Within hours of the announcement, global central bankers, including the US Federal Reserve and the SNB announced an expanded dollar swap line, an international lending operation to provide “an important liquidity backstop to ease strains in global funding markets.” ...
March 29, 2023 | Industrials | Asia | Ended
Toshiba / JIP-led Consortium : Deal Insights
On 23-Mar-23, Toshiba’s board of directors accepted a JPY 4,620 per share takeover offer from a consortium led by private equity firm Japanese Industrial Partners (JIP), a move that could end years of disarray for the Japanese conglomerate. The $15.2bn bid has been accepted, but Toshiba’s board has so far withheld a formal recommendation, for two reasons: (i) the accepted bid has been lowered multiple times since JIP’s initial JPY 5,500 offer made in November 2022, and (ii) “new circumstances may arise” between now and when the tender offer commences, expected in late July 2023. The announcement confirms that the target board may reconsider its recommendation prior to the tender offer opening. Concurrent with the M&A announcement, Toshiba has decided to not pay its annual dividend, which would have been distributed to shareholders on record on 31-Mar-23. Conditions to closing include antitrust clearances from relevant authorities in the US, Canada, the UK,
March 27, 2023 | Telecom | Europe | Ended
Telenet Group Holdings / Liberty Global : Deal Insights
Liberty Global announced on 21-Mar-23 a voluntary offer for Belgian carrier, Telenet Group Holding (“Telenet”). The acquirer has been a controlling shareholder of Telenet since 2007 and currently owns 59% of the share capital. The €22 per share offer price represents a 59% takeover premium to Telenet’s undisturbed price on 15-Mar-23. This will be reduced by €1.00 per share if Telenet’s board approves its expected annual dividend at the company’s 26-Apr-23 general meeting (and if the 3-May-23 ex-dividend date falls prior to offer settlement). Telenet’s board supports the offer but said it will provide a formal opinion in a response memorandum. The press release states that Liberty intends to fund the offer through debt financing by its Belgium subsidiary and will not require Liberty’s cash on hand. The key considerations to closing are a 95% minimum acceptance condition and a market MAC, and the ...
March 17, 2023 | Industrials | North America | Ended
Univar Solutions / Apollo Management, ADIA : Deal Insights
On 14-Mar-23, funds managed by affiliates of private equity firm Apollo signed a deal to take private chemical and ingredient distributor Univar Solutions (“Univar”). Univar shareholders will receive $36.15 per share in cash, a 20.6% premium to the company’s undisturbed 22-Nov-22 closing price when it confirmed the receipt of a preliminary indication of interest from Brenntag (BNR GR), a rival German chemical distributor. Talks with Brenntag fell through in early January 2023. Univar’s board has approved the transaction and conditions to closing include Univar shareholder approval (50%), HSR and other antitrust approvals, and clearance under CFIUS. An HSR filing is expected within 10 business days (by 27-Mar-23). A draft CFIUS notice will be ...
March 16, 2023 | Technology | North America | Ended
Qualtrics / Silver Lake : Deal Insights
A group of investors including Silver Lake Capital and the Canada Pension Plan Investment Board (CPPIB) has agreed to buy experience management software company Qualtrics in a take-private deal valued at $12.5bn. Under the terms of the definitive agreement, announced on 13-Mar-23, Silver Lake and CPPIB are offering $18.15 per share in cash. Qualtrics had initially disclosed a non-binding proposal from the Silver Lake-led consortium in an 8-K on 6-Mar-23 Form 8-K, confirming the price and communicating that it entered into an exclusively agreement with the group though 15-Mar-23. Earlier, on 23-Jan-23, German software giant SAP (SAP GR), the controlling shareholder of Qualtrics (70% of shares and 95.9% of voting power), announced it would explore a sale of the company. The offer price represents a 62% premium to Qualtrics’ closing price on 25-Jan-23, the last day before news of a possible deal circulated in the media. The takeover comes two years after the company’s January 2021 IPO, which saw SAP remain as Qualtrics’ controlling shareholder ...
March 15, 2023 | Health Care | North America | Ended
Seagen / Pfizer : Deal Insights
Pfizer announced on 13-Mar-23 an agreement to buy global cancer biotechnology company Seagen for $229 cash per share, representing a total enterprise value of $43bn, a 32.7% premium to Seagen's closing price on 10-Mar-23 and a 41.9% premium to its undisturbed price before the Wall Street Journal reported on 27-Feb-23 that the companies were in talks. The boards of both companies unanimously approved the transaction, which is expected to complete in late 2023 or early 2024, and the deal is conditional on approval by Seagen’s shareholders (50%) as well as regulatory clearances, including under HSR and likely the CMA and EC. Pfizer said it secured a voting agreement for 25.1% of Seagen shares from Baker Bros. Advisors. The preliminary proxy is expected within 25 business days of the M&A announcement (by 14-Apr-23) and the shareholder vote will take place within 25 business days from the mailing of the definitive merger proxy. The merger agreement contains customary clauses on ...