May 31, 2022 | Technology | North America | Active
VMware / Broadcom : Deal Insights
US chipmaker Broadcom is bolstering its software portfolio by pursuing a massive strategic acquisition of VMware through a stock-and-cash transaction valued at $69bn. Confirmed on 26-May-22, VMware shareholders can elect to receive $142.50 in cash or 0.2520 Broadcom shares for every VMware share they own, subject to proration, which will result in the total consideration paid consisting of 50% in cash and 50% in Broadcom shares. Based on Broadcom’s previous day’s closing price and assuming 50%/50% consideration, the offer implied a value of $138.23 per VMware share and a 44% premium to VMware’s share price on 20-May-22, the day before the WSJ speculated about a deal. While VMware will continue to not pay a dividend, Broadcom intends to maintain its quarterly dividend policy. The takeover is unanimously approved by the boards of both companies and requires antitrust approvals from the US, Europe and other jurisdictions. An HSR application will be made within ...
May 24, 2022 | Consumer Discretionary | Europe | Ended
Swedish Match / Philip Morris International : Deal Insights
Marlboro maker Philip Morris International (“PMI”) has bid to acquire Stockholm-based Swedish Match, a nicotine pouch manufacturer, for SEK 161.2bn. The SEK 106 per share offer, announced on 11-May-22, is cum dividend and, accordingly, future distributions, including Swedish March’s SEK 0.93 per share dividend (ex-11-Nov-22), will downwardly adjust the offer price. Nonetheless, the headline offer is a 39.4% premium over the target’s undisturbed price on 9-May-22, the day before The Wall Street Journal reported that the companies were in talks. The deal is structured as a public tender offer and is subject to a 90% minimum acceptance condition as well as to regulatory conditions from competition authorities in the US, EU, and Brazil, among others. PMI has already filed regulatory applications and expects to receive all clearances before the end of the acceptance period; it can waive any or all conditions to closing, including the minimum acceptance condition. There is no financing condition, but ...
May 23, 2022 | Industrials | Europe | Ended
HomeServe / Brookfield Asset Management : Deal Insights
British repair and emergency services provider HomeServe has agreed to be sold to Canada’s Brookfield Asset Management for £4.1bn under a UK scheme of arrangement. Under the terms, announced on 19-May-22, Brookfield will pay 1,200p for each HomeServe share, representing a 71% premium to HomeServe’s closing share price on 23-Mar-22, the last business day before the companies publicly disclosed a possible offer. Since that time, HomeServe said it received a number of conditional offers from Brookfield, which needed extensions to its PUSU before agreeing to a firm deal. If any dividends are paid by HomeServe, Brookfield reserves the right to reduce the offer price by such amount paid. Scheme effectiveness is subject to approval by at least 75% of HomeServe shareholders and 12.8% of the company's shares – held by the target’s board (8.01% stake, inclusive of founder Richard Harpin (7.38%)), plus Katherine Harpin (4.76%) – support the deal. Other conditions include...
May 19, 2022 | Health Care | North America | Ended
Biohaven Pharmaceuticals / Pfizer : Deal Insights
On 10-May-22, Pfizer announced a definitive agreement to acquire Biohaven Pharmaceuticals, a drugmaker known for developing migraine treatment, in an all-cash deal valued at $11.6bn, or $148.50 per share. The offer represents a 33% premium to Biohaven’s average share price of $111.70 over the last three months, according to the announcement, and we calculate a one-day takeover premium of 78%. The deal is predicated on Pfizer acquiring Biohaven’s calcitonin gene-related peptide (CGRP) programs, and the plan is to separate Biohaven’s non-CGRP developmental stage pipeline assets into a newly-listed company, “New Biohaven” (its post-acquisition name will revert to ‘Biohaven’). Accordingly, the merger agreement stipulates that Biohaven shareholders will also, in addition to the cash consideration, receive 0.5 shares of New Biohaven for each Biohaven share held...
May 16, 2022 | Industrials | North America | Ended
Hitachi Transport System / KKR : Deal Insights
US private equity firm KKR (KKR US) announced on 28-Apr-22 its intention to launch a tender offer to acquire Hitachi Transport System (“HTS”; 9086 JP) at JPY 8,913, in a deal valued at $5.2bn. The price represents a 31.9% premium over the target’s unaffected price on 21-Apr-22, when Nikkei Asia first reported that talks were taking place. The structure of the deal requires HTSK Co. Ltd, a private entity owned by the investment funds managed at KKR, to first acquire 60.1% of HTS through the tender offer. The remaining 39.9% stake, currently held by HTS’ parent and leading shareholder, Hitachi (6501 JP), will be rolled over into the KKR-held entity such that Hitachi will hold 10% of the voting rights in HTSK, while KKR will own the remaining 90%. The tender offer is expected to commence in late September 2022 once the sponsor secures antitrust approvals in Japan, China, the US, Europe, Russia, and Turkey, and domestic and foreign investment approvals in Japan ...
May 12, 2022 | Health Care | Australia | Ended
Ramsay Health Care / KKR : Deal Insights
A KKR-led group (private) has made a conditional, non-binding, indicative proposal for Ramsay Health Care (RHC AU), Australia’s largest private hospital operator, for AUD 88.00 per share in cash. In a statement on 20-Apr-22, Ramsay said it had requested confidentiality but publicly disclosed the proposal after speculation in a report by the Australian Financial Review a day prior. The statement emphasised that the talks are preliminary and that the consortium could withdraw its proposal now that it was no longer confidential. On the same day, sources told the Wall Street Journal that the KKR-led group was two weeks in of a four-week non-exclusive due diligence process. If a definitive agreement is pursued, the transaction would be conditional on shareholder and court approval as well as approval from Australia’s Competition and Consumer Commission (ACCC) and the Foreign Investment Review Board (FIRB)...
April 29, 2022 | Media | North America | Ended
Twitter / Elon Musk : Deal Insights
After a couple of chaotic weeks, Twitter’s board has now accepted Elon Musk’s “best-and-final” $54.20 per share offer to take the social network private. Discussions over the deal, which initially appeared uncertain, accelerated over the weekend of the 24-Apr-22 after Musk publicly disclosed more details about the financing of his offer. Events unfolded quickly after Musk, who owns Tesla, Space X, and several other companies, made the surprising announcement on 4-Apr-22 that he had purchased a 9.1% stake in Twitter, worth $2.9bn, making him the single largest shareholder in the company. The next day, Twitter announced that Musk was joining the board, but days after, he declined the seat. Then, on 14-Apr-22, he came back with a proposed bid for $44bn. Twitter initially said it would review the deal, but then implemented a “poison pill” mechanism to create a roadblock to Musk buying more shares and to allow it more time to decide how it wanted to move forward. Under this takeover defence plan, if any person or group would acquire beneficial ownership of at least 15% of Twitter’s outstanding common stock without board approval, all other shareholders will be allowed to purchase preferred, discounted ...
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 ...
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...
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...