December 06, 2023 | Technology | North America | Ended
EngageSmart / Vista Equity Partners : Deal Insight
Vista Equity Partners is set to take private EngageSmart, a customer engagement and payments company, through an all-cash buyout valued at $4.0bn, as announced by the companies on 23-Oct-23. EngageSmart shareholders will receive $23 per share in cash, representing a 22.9% takeover premium to its undisturbed price on 4-Oct-23, the day before Reuters reported that its majority shareholder, private equity firm General Atlantic (53.7%), was exploring a sale. The deal, unanimously recommended by the EngageSmart board, will result in affiliates of Vista holding 65% of the target, while General Atlantic will rollover its stake to own 35%. EngageSmart has entered into voting support agreements with affiliates of General Atlantic and Summit Partners (14.9%) thereby already securing commitments for 68.6%. The buyout, expected to close in 1Q’24, is subject to approval from a majority of i) EngageSmart outstanding shares, and ii) EngageSmart shares held by “unaffiliated shareholders”, which excludes shares held by General Atlantic. The deal is also contingent on HSR approval and the merger agreement stipulates a burdensome condition that restricts any remedy having a material adverse effect on the business. HSR was filed on 6-Nov-23, implying a 30-day waiting period expiry date of 6-Dec-23, while the preliminary proxy was filed on 20-Nov-23. The shareholder meeting will be scheduled 30 days after the mailing of the definitive. A 30-day go-shop period expired on 22-Nov-23, with no third parties coming forward. Vista plans to finance the deal solely from fully committed equity financing. The termination fee is $144.4m and monetary damages for agreement breaches are capped at $288.7m. The long stop date is 23-May-24. EngageSmart, headquartered in Braintree, Massachusetts, provides customer engagement software-as-a-service (SaaS) platforms. Specifically, it offers software and payment solutions that simplify and automate workflow tasks, such as paying a bill, setting up an appointment, and viewing customer histories, for businesses across various industries. General Atlantic acquired a majority stake in ...
December 01, 2023 | Health Care | North America | Ended
ImmunoGen / AbbVie : Deal Insight
On 30-Nov-23, AbbVie announced an agreement to acquire ImmunoGen, a prominent cancer drug manufacturer, for a total equity value of around $10.1bn, or $31.26 per share, a one-day premium of 94.6%. The boards of both companies have approved the transaction, which is expected to close in mid-2024, subject to ImmunoGen shareholder approval (two-thirds majority) and regulatory approvals. AbbVie shareholder approval is not required. Among the regulatory conditions is HSR, but approval from the CMA and the EC might be required. The merger agreement contains customary clauses on representations, warranties, and covenants, with a MAC clause that carves out impact due to war and pandemics. A clause on reasonable best efforts obliges the companies to take “any and all actions” to obtain antitrust approval. ImmunoGen is restricted by customary “no-shop” conditions but with a fiduciary out. The termination fee is $353.5m and RTF is $656.5m. On timing, an HSR notification will be submitted within 10 business days (by 14-Dec-23) and the preliminary proxy is expected to be filed within 15 business days (by 21-Dec-23). The ImmunoGen shareholder meeting will be held within 30 days from the mailing of the definitive proxy and the companies anticipate completion in ...
November 10, 2023 | Telecom | Europe | Ended
Telefonica Deutschland Holding / Telefonica : Deal Insight
Spanish telecommunications giant Telefonica announced on 7-Nov-23 a public takeover offer to acquire the 28.19% stake that it does not control in its German subsidiary, Telefonica Deutschland Holding. In addition to the stake it already owns, Telefonica holds instruments that confer the right to acquire an additional 1.32% of the target. The offer will be launched by another Telefonica wholly-owned subsidiary, Telefonica Local Services GmbH, at €2.35 cash per share, implying a one-day premium of 37.6%. The offer document will be published after it is approved by BaFin, at which point the acceptance period will commence (expected in early- to mid-December 2023). The companies expect the acceptance period to run through mid-January 2024, and they do not anticipate making an additional acceptance period available to shareholders who do not accept. The M&A announcement mentions that the offer will be subject to a customary market MAC clause and regulatory approvals, “to the extent required.” Most notable is the absence of a minimum acceptance condition. Settlement is expected within eight days after the expiry of the acceptance period, provided all other conditions for closing are fulfilled. For those considering a back-end strategy, Telefonica has neither mentioned intentions for a subsequent delisting offer nor a squeeze-out, but the company has categorically affirmed that it does not intend to pursue a domination and profit and loss transfer agreement (DA) ...
October 31, 2023 | Industrials | North America | Active
Announced on 23-Oct-23, Chevron has agreed to buy US oil and gas driller Hess through an all-stock transaction worth $60bn, including debt. Chevron is offering 1.025 of its shares for each Hess share, which based on the previous day’s closing, valued Hess at $171 per share, implying a small, one-day takeover premium of 4.9%. The deal has received unanimous approval from both boards. Deal conditions include Hess shareholder approval, but a Chevron vote is not required. The merger agreement stipulates that regulatory and other customary closing conditions must be met, and it also contains standard clauses on representations, warranties, covenants, and MAC, with the latter explicitly excluding pandemics and war. Hess is bound by a non-solicitation clause with fiduciary-out exceptions. A preliminary proxy is expected to be filed with the SEC “as promptly as practicable”, and a shareholder meeting is anticipated within 40 days after the definitive proxy statement is mailed. An HSR notification will be submitted within 10 business days (by 3-Nov-23). The termination date is 18-Apr-24, but it can be extended until 22-Oct-25 if ...
October 20, 2023 | Industrials | Europe | Ended
On 9-Oct-23, Euronav, the Belgian oil tanker company, confirmed a significant development between its two major shareholders, Compagnie Maritime Belge (“CMB”, 22.93%) and Frontline (FRO US, 26.12%), whereby CMB will purchase the stake held by Frontline and will make a mandatory offer to Euronav’s minority shareholders. This brings an end to the uncertainty surrounding Euronav’s future after Frontline, which is under the control of Norwegian shipping magnate John Fredriksen, abandoned its $4.2bn merger with Euronav earlier this year. Euronav and Frontline had originally signed an agreement in July 2022 to create a vast global shipping business that stores and transports oil tankers. The deal would have resulted in Euronav shareholders owning 55% of the merged business, with Frontline shareholders holding the rest. However, Frontline called off the merger in January 2023, leading to Euronav initiating arbitration proceedings against Frontline. Now, with the new transactions in place, Euronav has confirmed that it will terminate its arbitration pursuit. This latest agreement entails that CMB will acquire Frontline’s 26.1% equity stake in Euronav for $18.43 per share and will, as a result, secure 53.0% of the target’s voting rights. Following this stake acquisition, CMB will ...
October 17, 2023 | Industrials | North America | Ended
Pioneer / Exxon : Deal Insight
The largest US oil producer, Exxon Mobil (“Exxon”), announced a definitive plan to acquire Permian basin shale producer, Pioneer Natural Resources (“Pioneer”), on 11-Oct-23. Based on the companies’ respective undisturbed share prices on 5-Oct-23, before Reuters reported that they were in talks, the merger ratio of 1 PXD US = 2.3234 XOM US implies an offer consideration of $253 per Pioneer share and an 18% takeover premium to target shareholders. The deal has received unanimous approval from the boards of both companies. The conditions to closing include Pioneer shareholder approval (50%; Exxon shareholder approval is not required) and the receipt of regulatory approvals, including HSR. The merger agreement contains standard clauses on representations, warranties, covenants and a MAC with specific carve-outs for war and pandemics. Pioneer is bound by a no-solicitation clause with a fiduciary-out exception. There is a restrictive condition that prohibits the merger parties from offering any merger remedy that would reasonably be expected to have a material adverse effect on the business of either company. HSR notification is expected to be filed within ...
October 16, 2023 | Industrials | Europe | Ended
Vitesco / Schaeffler : Deal Insight
Shares in Vitesco Technologies surged to a record high on 9-Oct-23 after family-controlled Schaeffler announced a series of transactions, including a voluntary takeover offer, to acquire the German powertrain supplier for €3.6bn. The offer consideration is €91 per Vitesco share and represents a 20.8% premium to the company’s undisturbed share price. Through a holding company, IHO Holding (private, “IHO”), the Schaeffler family holds 49.9% of Vitesco and 46.0% of German auto part manufacturer Continental (CON GR). Schaeffler’s board has reached an agreement with the Schaeffler family concerning IHO’s 49.9% stake in Vitesco and thus the tender offer pertains solely to the remaining 50.1%. Of note, the Schaeffler family itself holds all the voting rights and 75% of the shares in its namesake electric vehicle components supplier. Vitesco, which was spun off from Continental in 2021, has confirmed the offer and will decide on its next steps. The offer wasn’t discussed with Vitesco beforehand due to overlaps in the companies’ supervisory boards. However, Schaeffler is confident that the transaction will result in a “friendly merger,” per its CEO, Klaus Rosenfeld, and certainly everything seems amicable so far. Georg Schaeffler, Schaeffler’s supervisory board chairman, also serves on Vitesco’s board, as does Austrian businessman Siegfried Wolf, who owns 5% of Schaeffler. Schaeffler anticipates publishing the offer document on 15-Nov-23, pending ...
September 21, 2023 | Consumer Discretionary | North America | Ended
Hostess Brands / JM Smucker : Deal Insight
JM Smucker has agreed to acquire snack maker Hostess Brands – the company behind Twinkies, HoHos and other pastry snacks – in a cash and stock offer worth $5.6bn. Under the terms of the deal, announced on 11-Sep-23, Smucker will offer Hostess shareholders $30 in cash and 0.03002 SJM US, worth $34.25 per share at announcement, implying a 54% premium to Hostess’ undisturbed share price on 24-Aug-23, before the media speculated about a potential transaction. On 25-Aug-23, Reuters reported that Hostess was exploring a sale and that companies including PepsiCo (PEP US) and Mondelez International (MDLZ US) expressed interest. The rumours caused Hostess’ share price to initially rise 21.7%, and upon the announcement, shares surged a further 19.1%. Conversely, Smucker shares dropped -7.0% as investors viewed the consideration as too expensive. Both companies’ boards unanimously support the deal, and they expect the transaction to close during Smucker’s fiscal 3Q’24 which spans 1-Nov-24 through 31-Jan-24; we assume 30-Nov-23 settlement. The deal is structured as a tender offer subject to a 50% minimum acceptance condition for Hostess shareholders and a vote on the Smucker side is not required. Other conditions to closing include antitrust approvals from the US and Canada, and requisite filings are expected within 10 business days (by 22-Sep-23). Hostess is subject to a non-solicitation clause with a fiduciary-out, and Smucker will ...
September 20, 2023 | Industrials | Europe | Ended
WestRock / Smurfitt Kappa : Deal Insight
Irish paper and packaging company, Smurfit Kappa (“Smurfit”) announced on 12-Sep-23 that it will acquire US rival WestRock as it aims to become a global leader in sustainable packaging. WestRock shareholders will receive one share in the new entity, known as ‘Smurfit WestRock’, plus $5.00 in cash for each WestRock share, valuing it at $43.51 per share based on the previous day’s closing price (11-Sep-23) and implying a 36.5% takeover premium over WestRock’s undisturbed price on 6-Sep-23, before merger talks were publicly disclosed. The merger, which will result in 49.6% and 50.4% ownership by WestRock and Smurfit shareholders, respectively, is unanimously supported by both boards. Smurfit and WestRock will publish a shareholder circular and a prospectus, respectively, as the deal requires approvals from shareholders of both merger parties at meetings expected to be held in 1H’24. The notable thresholds are 75% of shares in attendance at a Smurfit Court Meeting and EGM, and 50% of shares at a WestRock shareholder meeting. Additionally, antitrust approvals are needed from EU and US regulators, with an HSR filing due by 2-Oct-23. A burdensome clause prevents the divestment of businesses that generated more than $750m in FY’22 revenues, and there are other customary clauses covering representations, warranties, covenants, a MAC that includes carve-outs for pandemics and wars, and non-solicitation clauses with fiduciary-outs. Both companies will continue distributing dividends through completion; we expect WestRock to pay ...
September 18, 2023 | Health Care | North America | Ended
Abcam / Danaher : Deal Insight
Healthcare technology conglomerate Danaher announced on 28-Aug-23 an agreement to buy Abcam, a UK-incorporated global supplier of protein research tools to life scientists, for $5.7bn, including debt. Danaher is offering $24.00 per Abcam share, which represents a 2.7% one-day takeover premium and a 42.7% premium to Abcam’s share price on 9-Jun-23, the last trading day before the target’s founder issued an open letter calling for actions to address financial underperformance and value destruction at the company. The now-definitive deal has received unanimous approval from the boards of both companies and is structured as a court-sanctioned scheme of arrangement under UK law. As such, approval by Abcam shareholders is required (75% in value at the Court Meeting, 75% of votes at the EGM), but Danaher shareholder approval is not needed. Antitrust clearances will be sought from the US, Germany, Austria and China. Filings for the first three are expected within 15 business days (by 19-Sep-23), while the SAMR filing will be made ...