May 24, 2025 | Industrials | Europe | Ended
The European Union’s (EU) Foreign Subsidies Regulation (“FSR”) introduces new regulatory scrutiny for mergers involving entities backed by non-EU state support. Applicable since July 2023, the FSR was designed to close a major enforcement gap in the EU’s competition regime: while intra-EU subsidies are governed by State aid rules, foreign subsidies previously escaped oversight. Covestro / Abu Dhabi National Oil Company (“ADNOC”) falls under this regime, and on 15-May-25, the merger parties formally notified the European Commission (“EC”) under FSR, triggering a 25-working day Phase I review, with a decision deadline of 24-Jun-25. Unlike merger control, which the EC cleared unconditionally on 12-May-25, the FSR review focuses solely on the potential distortion of competition arising from foreign subsidies. In this context, ADNOC’s sovereign ownership and funding from the Emirati state have prompted scrutiny under a regulation designed to catch such government-backed bids. The EC has already shown it is prepared to go beyond formalities: in the PPF Telecom / Emirates Telecommunications Group (“PPF / e&”) precedent from last year, the only in-depth FSR case concluded so far, a UAE-backed acquirer had to withdraw an unlimited state guarantee and offer behavioural commitments to secure conditional clearance. Covestro / ADNOC will again test how stringently the FSR will be enforced in high-value industrial acquisitions involving state-linked Middle Eastern capital. In parallel, Germany’s foreign investment screening regime presents a second major hurdle for Covestro / ADNOC. The regime empowers the federal government’s Ministry for Economic Affairs and Energy (“BMWE”) to review, seek remedies, or prohibit transactions involving non-EU investors on national security or public order grounds (Following a ministerial reshuffle, the ministry was renamed from BMWK, with Katherina Reiche appointed as its new head.) The BMWE review is expected to display Germany’s evolving stance on foreign state-backed takeovers. While Minister Reiche has pledged greater speed and transparency in the screening process, the broader political climate remains cautious, and Covestro / ADNOC may ultimately test what the government deems acceptable in terms of national security policy. Together, the reviews place Covestro / ADNOC at the heart of shifting EU and German approaches to foreign state-backed investment. This 42-page report examines both regimes in parallel, drawing on case studies and lawyer insights to assess how evolving rules affect deal certainty for sovereign-linked buyers. We explore the risks these reviews introduce, with reference to Covestro / ADNOC, and how early engagement, financial transparency, and operational safeguards can mitigate intervention.
May 15, 2025 | Energy | North America | Ended
Parkland / Sunoco : Deal Insight
On 5-May-25, US-based fuel distributor Sunoco LP announced an agreement to acquire Canada’s Parkland in a cash and-stock deal valued at USD 9.1bn, including debt, to create the largest independent fuel distributor in the Americas. Through the transaction, Sunoco, a master limited partnership (“MLP”), will form a new publicly-traded Delaware limited liability company, SUNCorp LLC, which will hold limited partnership units of Sunoco. The SUNCorp units will be economically equivalent to Sunoco’s common units (SUN US) and listed on the NYSE. For two years post-closing, SUNCorp unitholders will receive equivalent dividends to Sunoco unitholders. For completeness, Sunoco also has unlisted Class C units, which represent limited partner interests, and Parkland has US-traded OTC securities, trading under PKIUF US albeit in very limited liquidity (around 40k shares traded per day, sometimes much less). Creating SUNCorp will allow current Parkland shareholders to participate in the combined company’s economics, with corporate tax treatment and without the complexities of direct MLP ownership. Parkland shareholders can elect to receive different allocations of the merger consideration. First, the standard mixed consideration is CAD 19.80 in cash plus 0.295 SUNCorp units per Parkland share, and this implies a 19.4% one-day takeover premium and a 25% premium to Parkland’s seven-day VWAP as of 2-May-25. Alternatively, Parkland shareholders can instead elect to receive either all-cash consideration – CAD 44.00 per Parkland share – or all-stock consideration – at 0.536 SUNCorp units per Parkland share; however, both alternatives are subject to ...
May 13, 2025 | Telecom | Asia | Ended
On 8-May-25, Nippon Telegraph and Telephone (“NTT”), Japan’s largest telecom provider, announced a tender offer to acquire all the remaining outstanding shares of its listed subsidiary, NTT Data Group (“NTT Data”), in a take-private valued at JPY 2.37tr (USD 16.4bn). NTT currently owns 57.73% of NTT Data, and the offer price of JPY 4,000 per share represents a 33.7% premium to the target’s closing price of JPY 2,991.5 on 7-May-25. The offer launched on 9-May-25 and will remain open for 30 business days, until 19-Jun-25. Settlement is scheduled to begin on 26-Jun-25. Post-completion, NTT intends to delist NTT Data from the Tokyo Stock Exchange. NTT will fund the offer through bridge loans secured from five domestic financial institutions and, according to NTT, this short-term funding will later be refinanced with long-term debt. The deal is unanimously approved by NTT Data’s board, excluding three of its 11 directors who recused themselves due to conflicts of interest linked to their affiliation with NTT. The main condition of the tender offer is that NTT must acquire at least 8.94% of NTT Data’s outstanding shares. When combined with its existing 57.73% stake, this would bring NTT’s ownership to two-thirds, enabling it to launch a second-step squeeze-out process under Japanese corporate law. As is standard, NTT plans to proceed with the share consolidation via an EGM, which would result in any minority shareholders holding ...
May 09, 2025 | Consumer Discretionary | North America | Ended
Skechers / 3G Capital : Deal Insight
On 5-May-25, footwear brand Skechers USA (“Skechers”) agreed to be taken private by 3G Capital for $9.4bn. Under the terms of the definitive agreement, 3G Capital will acquire all outstanding shares for $63.00 per share in cash, implying a 27.6% one-day takeover premium. Target shareholders may alternatively elect a mixed consideration of $57.00 in cash plus one unlisted, non-transferable LLC unit in a newly-formed private parent (“New LLC”). This option applies to both Skechers’ Class A shares (SKX US) and unlisted, super-voting Class B shares, but is subject to a cap of 20% of total shares, where any excess elections will be prorated. The default for non-electing holders is $63.00 cash and, importantly, the mixed consideration is not available for any shares transferred between 2-May-25 and closing. Upon completion, 3G will own around 80% of New LLC. Chairman, CEO and Founder Robert Greenberg, and the Greenberg Family, have entered into a support agreement to elect for the mixed consideration. Written consents from the Greenbergs and affiliated trusts, together controlling 60% of Skecher’s total voting power, means that the deal has effectively secured shareholder approval. According to a Form 13D filed on 5-May-25, Robert Greenberg beneficially owns 92.6% of Class B shares and 55.7% of the total votes. The transaction is unanimously approved by Skechers’ board, following the recommendation by a special committee of independent directors. The deal requires HSR approval in the US (filing due by 9-Jun-25) and other foreign regulatory and FDI clearances. The merger agreement includes ...
May 09, 2025 | Consumer Discretionary | Europe | Ended
Deliveroo / DoorDash : Deal Insight
Ahead of a “put-up or shut-up” (“PUSU”) deadline, on 6-May-25, DoorDash and Deliveroo jointly announced a definitive agreement whereby DoorDash will acquire Deliveroo for £2.9bn, offering target shareholders 180p per share in cash. The deal is structured as a court-sanctioned scheme of arrangement and has been deemed as final; the consideration will not be increased unless a competing proposal emerges. DoorDash retains the right to reduce the offer price should Deliveroo declare a dividend with a record date before completion. The initial indicative proposal that triggered the PUSU was confirmed on 25-Apr-25 by Deliveroo, after the UK market close and at the same price, and the bid represents a 22.8% premium to Deliveroo’s undisturbed price on 25-Apr-25. Deliveroo’s board had indicated that it would be minded to recommend a firm offer on the original terms. The scheme requires approval by 75% in value of voting shareholders at the Court Meeting and a simple majority at an EGM. Deliveroo’s independent directors have unanimously recommended the deal as “fair and reasonable,” and Deliveroo CEO Will Shu and other directors holding 6.5% of the company’s share capital have entered into irrevocable undertakings to vote in favour of the scheme. DoorDash secured additional irrevocable commitments from DST Global (5.4%) and Greenoaks Capital (3.5%), bringing the total support to 15.4% of Deliveroo’s issued share capital. Critically, however, Amazon.com (AMZN US, 14.4% stake), has neither ...
May 01, 2025 | Financials | Europe | Ended
Banca Generali / Mediobanca : Deal Insight
On 28-Apr-25, Mediobanca (“MB”, MB IM) launched an unsolicited public voluntary exchange offer to acquire 100% of Banca Generali (“BG”), with funding from its 13.02% stake in Assicurazioni Generali (“Generali”, G IM). The offer values BG at €6.3bn and is structured as a share-for-share exchange at a fixed ratio of 1.70 Generali shares per BG share. The offer consideration will be adjusted for any dividends, “excluding those to be paid out of profits for the financial year 2024.” At the time of announcement, the offer valued BG at €54.17 per share, implying an 11.4% one-day premium and a 6.5% premium over the companies’ three-month VWAPs. Critically, the BG board has acknowledged the offer but made it clear in a 28-Apr-25 statement that Mediobanca’s proposal is unsolicited and was not previously agreed. The board is currently reviewing the terms in accordance with Italian law and has not yet issued its recommendation. Per the Mediobanca announcement, it seeks to reposition itself as a focused wealth management champion while deterring Monte dei Paschi di Siena’s (“MPS”, BMPS IM) hostile approach, and at the same time inject clarity into its relationship with Generali. BG is majority-owned by Generali, which holds 50.2% of the company, so Mediobanca is essentially exchanging some its Generali stake (6.5%) for Generali’s stake in BG. According to Il Sole 24 Ore on 1-May-25, Generali is considering convening a shareholders’ meeting to approve the transaction, given that its legal advisors see the offer as potentially qualifying as a share buyback; such a move could require shareholder approval under Italy’s civil code. According to Mediobanca’s press release, conditions include (i) approval by Mediobanca shareholders at a general meeting scheduled for 16-Jun-25, (ii) a 50% plus one share minimum acceptance threshold of BG’s capital (where Generali owns 50.2% of BG), and (iii) regulatory clearances. Among regulatory approvals are the European Central Bank (ECB) and Bank of Italy, for control of BG and its subsidiaries, as well as from Luxembourg’s CSSF and other relevant foreign regulators. The transaction also requires clearances from Italy’s “Golden Power” regime, FINMA (Switzerland), antitrust authorities, and under the EU Foreign Subsidies Regulation. Mediobanca retains the right to waive any condition except the minimum acceptance threshold. The offer notice contains ...
April 29, 2025 | Insurance | Europe | Ended
Baloise / Helvetica : Deal Insight
On 22-Apr-25, Swiss insurers Baloise and Helvetia announced an all-share merger to create the country’s second-largest insurance group. Under the agreed terms, Baloise shareholders will receive 1.0119 Helvetia shares for each Baloise share, a ratio based on the 30-day volume-weighted average price at both companies. The merger ratio will be adjusted to reflect any dividends other than FY’24 dividends. Shareholders of both companies approved FY’24 ordinary dividends at respective AGMs held on 25-Apr-25, and both distributions traded ex- on 29-Apr-25: CHF 8.10 per Baloise share and CHF 6.70 per Helvetia share. These dividends do not trigger any adjustment, but subsequent ones will. The merger is structured as a merger-of-equals, with Baloise being absorbed into Helvetia. The merged entity, to be named Helvetia Baloise Holding, will trade under the ticker HBAN on the SIX Swiss Exchange, with a pro forma board composed of seven members from Helvetia and initially seven from Baloise (after Baloise confirmed it will not nominate a seventh member). Thomas von Planta, Baloise’s Chairman, will lead the board, while Helvetia’s Ivo Furrer will serve as Vice-Chair. Helvetia’s CEO, Fabian Rupprecht, will head the combined group as CEO, and Baloise’s CEO, Michael Müller, will become Deputy CEO and Head of Integration. Basel will serve as the company’s registered headquarters. The merger requires approval from both sets of shareholders at EGMs scheduled for 23-May-25, as well as regulatory clearances from competition and financial authorities across Switzerland and the EC. Helvetia’s anchor shareholder, Swiss Cooperative Patria Genossenschaft (private, 34.1% stake in Helvetia), which recently acquired Cevian Capital’s 9.4% stake in Baloise, supports the transaction. The merger agreement includes ...
April 16, 2025 | Industrials | Asia | Ended
Topcon / KKR & JICC : Deal Insight
On 28-Mar-25, Japanese medical equipment manufacturer Topcon announced a management buyout backed by KKR and Japan’s JIC Capital (“JICC”), the private equity arm of the government-backed Japan Investment Corp’s (JIC), which focuses on investments in digital transformation. The offer price of JPY 3,300 per share implies a 3.5% one-day takeover premium and an 87.9% premium over Topcon’s undisturbed share price on 9-Dec-24, when media reports first surfaced that the company had entered a sale process with the private equity firms. While Topcon’s board has recommended the offer, the decision was not unanimous; Director Takayuki Yamazaki opposed the deal due to having insufficient time to assess its impact on corporate value. Once launched, the tender offer is expected to be subject to a 50.1% minimum acceptance condition, a threshold designed to enable a two-thirds majority at an EGM, thus facilitating a two-step acquisition. The target’s largest shareholder, ValueAct (14.62%), has expressed support for the offer, but the sometimes-activist fund has not revealed any specific arrangements with the bidders to tender or co-invest. For completeness, Topcon’s President and CEO, Takashi Eto (0.07%), will tender his full stake and reinvest part of the proceeds into the acquiring entity, while continuing to lead the company. If KKR acquires at least 90% of Topcon shares through the offer, it expects to initiate a squeeze-out. If it falls short of that but meets the minimum acceptance level, it will pursue a share consolidation, requiring two-thirds approval at an EGM expected around end-October 2025 (assuming a July launch of the tender offer). The offer is also conditional on antitrust approvals from Japan, the US, the EU, Vietnam, Morocco, Taiwan, Turkey, Albania, Egypt, Germany, Ukraine, the UAE, Brazil, Australia, and Austria, as well as foreign investment clearances from Japan, the US, Australia, Austria, Belgium, France, Germany, Italy, Spain, Canada, and the UK. Due to Topcon’s involvement in aerospace and defence – sectors designated under Japan’s Foreign Exchange and Foreign Trade Act – prior notification and clearance are required under this Act. Other closing conditions include the absence of legal impediments, compliance with the target’s representations and warranties, and no MAC. Regulatory and recommendation conditions may ...
April 11, 2025 | Technology | Europe | Ended
Fortnox / EQT & First Kraft : Deal Insight
On 31-Mar-25, Swedish accounting software provider Fortnox announced that it had received a recommended all-cash public offer from a consortium comprising of Stockholm-based private equity firm EQT (EQT SS) and the company’s largest shareholder, First Kraft (private). The offer, made through a jointly controlled bidding vehicle, Omega II, will see Fortnox shareholders receive SEK 90 per share in cash, representing a 38.2% premium to Fortnox’s closing share price on 28-Mar-25. The offer has been made on a cum-dividend basis and will downwardly adjust for any dividends declared prior to completion. Per the M&A announcement, “for the avoidance of doubt, such price adjustment will apply to the proposed dividend payment of SEK 0.25 per share to be resolved by the annual general meeting of the Company convened to be held on 10 April 2025.” Now that this dividend has been approved at the AGM, and traded ex-dividend today, for all intents and purposes, the offer consideration is now SEK 89.75 per share. Olof Hallrup, chairman and the sole owner of First Kraft, initiated discussions with EQT. He believes the next phase of expansion requires long-term investments, both in product development and potential acquisitions, and that this would be better pursued in a private setting. Due to his ties to the company, Hallrup recused himself from all board deliberations related to the offer. Under the agreement, First Kraft will roll its 18.9% stake into Omega II, becoming a co-owner alongside EQT, and First Kraft will not contribute to the equity funding. Conversely, EQT will fund the transaction using equity from its managed entities, plus debt facilities arranged by SEB. Omega II has confirmed that it has secured the necessary resources to meet the consideration in full, and the offer is not conditional on financing. Fortnox’s board unanimously recommends that shareholders accept the offer, a position supported by a fairness opinion. The consortium has confirmed that the offer price will not be increased, in accordance with Swedish takeover rules, and conditions include a 90% minimum acceptance threshold, antitrust clearances and an ownership assessment by the Swedish Financial Supervisory Authority (Finansinspektionen). According to the consortium, work on the required filings has ...
March 31, 2025 | Technology | North America | Ended
Juniper Networks / Hewlett Packard : Antitrust Risks and Break Price Analysis
HPE’s $14bn acquisition of Juniper is a landmark deal in enterprise networking, but it is facing significant regulatory risk in the US. The Department of Justice (DoJ) has moved to block the proposed merger, with a lawsuit filed on 30-Jan-25, arguing that it would hurt competition, drive up prices, and slow innovation, specifically in the enterprise wireless LAN (“WLAN”) market. The case will be heard in the US District Court for the Northern District of California, with an expedited trial scheduled to begin on 9-Jul-25. The merger agreement includes an $815m reverse termination fee, and the termination date is currently 9-Oct-25. In this report, we assess the DoJ’s case as slightly stronger overall, particularly on market share and HHI statistics, and its theory of Juniper as a “maverick” competitor. However, the case is far from clear-cut. Our analysis indicates that the outcome will likely depend on whether the DoJ can persuade the court to accept its narrow, US-specific market framing, which would give it the benefit of a structural presumption of harm. If it can do so, the burden will shift to HPE to prove that the deal won’t hurt competition – a high bar that merging parties rarely meet. We assess the strength of both sides’ arguments, drawing on past merger cases and views from antitrust lawyers. The case raises familiar tensions seen in past deals: whether the government can successfully define a narrow market, and whether removing an aggressive pricing rival like Juniper is enough to justify blocking the deal. Much will depend on how the judge weighs structural indicators like market concentration, alongside real-world evidence, from customer complaints to internal documents. We also consider two alternative outcomes: settlement and termination. On settlement, there’s little sign of movement so far. HPE has made clear ...