January 09, 2023 | Materials | Australia | Ended
OZ Minerals / BHP Group : Deal Insight
Looking to boost its exposure to critical metals used in clean energy and electric cars, BHP Group (“BHP”) is acquiring copper and nickel producer OZ Minerals. The companies signed a Scheme Implementation Deed (the “Deed”) on 22-Dec-22, which came after BHP completed four weeks of exclusive due diligence (extended by a week on 20-Dec-22). BHP initially made a non-binding, indicative offer for AUD 25 per share on 7-Aug-22, which was rejected by the target’s board for undervaluing the company. On 18-Dec-22, BHP sweetened the price to AUD 28.25 per share, representing a 49.3% premium to OZ Minerals’ closing price on 5-Aug-22, the last trading day prior to BHP’s first proposal. Due diligence was then granted on 21-Nov-22 and the deal is now definitive. The implementation date is expected to be mid to late April 2023 against a long-stop date of 31-Aug-23, and we will assume ...
December 15, 2022 | Technology | North America | Ended
Coupa Software / Thoma Bravo : Deal Insight
Thoma Bravo announced on 12-Dec-22 that it will take private cloud-based technology firm Coupa Software through an $8bn buyout. The financial sponsor, which recently made a number of sizeable public-to-private deals for technology companies, including Anaplan, SailPoint, and Ping Identity, beat out Vista Equity Partners, which was also in takeover talks to buy the company. The deal, which the companies expect will complete in 1H’23, also includes a “significant minority investment” from the Abu Dhabi Investment Authority (ADIA). Under the terms of the agreement, Coupa stockholders will receive $81 per share in cash, representing a 30.5% one-day premium and a 77.2% premium when compared with Coupa’s closing share price on 22-Nov-22, the last trading day before media reports emerged regarding a possible sale of the company. Conditions include majority approval from Coupa shareholders and regulatory clearances, including under HSR, and notifications will also be made with CFIUS and the Defense Counterintelligence and Security Agency (DCSA)...
December 14, 2022 | Health Care | Europe | Ended
Horizon Therapeutics / Amgen : Deal Insight
Biotechnology company Amgen agreed to buy US-operated, Ireland-incorporated drugmaker Horizon Therapeutics (“Horizon”) for $27.8bn or $116.50 per share in cash, the companies announced on 12-Dec-22. The price represents a one-day 19.7% premium and a 47.9% premium to Horizon’s undisturbed share price on 29-Nov-22, when the target confirmed that it was in preliminary talks with multiples suitors over a possible takeover. The deal will be implemented through a scheme of arrangement, sanctioned by the High Court of Ireland, which requires approval from at least 75% of Horizon shareholders present at a scheme meeting. Antitrust approvals will be sought from relevant authorities in the US, Austria, and Germany, along with foreign investment clearances in France, Germany, Denmark, and Italy. The MAC within the merger agreement has specific carve-outs relating to COVID-19 and war while the burdensome condition clause stipulates that the companies may pursue “remedy actions” but with neither required to agree to remedial action with respect to Horizon assets that are “reasonably be expected to be material.” The reverse termination fee is $974m (3.5% of equity value) and Horizon is liable to a capped reimbursement payment of $278m. Amgen has secured $28.5bn to fund the acquisition from a consortium of banks led by Citi and Bank of America ...
December 13, 2022 | Health Care | Europe | Ended
Chr. Hansen / Novozymes : Deal Insight
Danish biotechnology companies Chr. Hansen and Novozymes announced on 12-Dec-22 an agreement to merge, with the aim of creating a global leader in biosolutions. Structured as a statutory merger under the Danish Companies Act, the all-share deal will see Chr. Hansen shareholders receive 1.5326 new Novozymes B-shares for each Chr. Hansen share, implying a one-day takeover premium of 49% and initially valuing each Chr. Hansen share at DKK 660.55. The merger is conditional on approvals at respective EGMs of both companies (expected in 1H’23; two-thirds of votes and capital cast), as well as regulatory approvals from relevant authorities in the EU, China, Brazil, South Korea, Turkey and the US, and foreign investment approvals from France and Italy. Importantly, Novo Holdings (private, “Novo”), a $94bn medical treatment and research-focused charitable foundation, and the largest shareholder of both companies (25.5% of Novozymes capital, 72.7% of Novozymes votes; 22% of Chr. Hansen shares and votes), will support the merger on the belief that the companies are “a perfect match”. Novo will exchange its 22% stake in Chr. Hansen at a lower exchange ratio, 1.0227 new Novozymes B-shares, and upon completion, Novo will own ...
November 22, 2022 | Health Care | North America | Ended
Abiomed / Johnson & Johnson : Deal Insight
On 1-Nov-22, pharma and medical devices giant Johnson & Johnson (“J&J”) announced a definitive agreement to acquire heart pump maker, Abiomed, for an enterprise value of $16.6bn, or $380 cash per share. The offer implies a 50.7% one-day premium and is just shy of Abiomed’s 52-week high, near the level shares traded four years ago. This deal will be J&J’s largest takeover since its $30bn acquisition of Actelion in 2017 and its largest device deal since its $20bn acquisition of Synthes in 2012. An interesting aspect of the offer consideration is an additional non-tradable contingent value right (CVR) that will be given to Abiomed shareholders, worth up to $35 per share. Payments of the CVR are split into three tranches based on specific milestones: (i) $17.50 if Abiomed’s product sales exceed $3.7bn during 2Q’27-1Q’28 (if achieved at a later date during any rolling four quarters through J&J’s 1Q’29, the CVR will be reduced to $8.75), (ii) $7.50 if Abiomed’s Impella receives FDA approval for use in ST-Segment Elevation Myocardial Infarction (STEMI) patients without cardiogenic shock, by ...
November 22, 2022 | Energy | Australia | Ended
Origin Energy / Brookfield : Deal Insight
Origin Energy, one of Australia's largest power and gas suppliers, has received an indicative, conditional, and non-binding proposal from a consortium led by Canadian asset firm Brookfield. The target’s board confirmed on 10-Nov-22 that it would grant due diligence to the consortium, which also includes energy infrastructure investment firm EIG Partners, through its LNG company MidOcean Energy, and that it intends to recommend shareholders approve the AUD 9 per share proposal. Origin communicated that the proposal follows an earlier indicative bid from the consortium at AUD 7.95 per share on 8-Aug-22 (AUD 7.79 ex-dividend) and a subsequent proposal at AUD 8.70 to AUD 8.90 per share, before Origin agreed to grant due diligence at AUD 9. The latest bid on the table values the target at an AUD 18.4bn enterprise value and implies a 54.9% takeover premium to Origin’s unaffected closing share price on 9-Nov-22. The offer is cum dividend and includes a ticking fee, whereby if the scheme is not effective by ...
November 17, 2022 | Technology | North America | Ended
IAA / Ritchie Bros : Deal Insight
Canada’s Ritchie Bros. Auctioneers (“Ritchie”) has agreed to buy US-based damaged vehicle marketplace provider IAA in a stock and cash transaction that values the company at $7.3bn, or $46.88 per share, based on Ritchie’s undisturbed 10-day VWAP. Under the deal terms, $10 in cash plus 0.5804 RBA shares for each IAA share, Ritchie is offering an 18% one-day premium to IAA’s undisturbed price on 4-Nov-22. Upon closing, IAA shareholders will own 41% of the combined company while Ritchie shareholders will own the remaining 59%. Ritchie plans to fund the deal through a combination of its existing cash and new debt, and it has secured bridge financing commitments for a $750m revolver and a $2.8bn in bridge loan from a consortium of lenders that include Goldman Sachs, Bank of America, and Royal Bank of Canada. Ritchie’s shares are dually listed, and we assume that most funds will use ...
November 15, 2022 | Telecom | Europe | Ended
Vantage Towers / Vodafone, GIP, KKR : Deal Insight
Vodafone announced on 9-Nov-22 a strategic co-control partnership with a consortium of “long-term investors with significant expertise in digital infrastructure”, as the British telecom group seeks to cut debt and boost growth at its majority-held tower infrastructure unit, Vantage Towers. Under the deal structure, Vodafone will move its 81.7% stake in Vantage into a joint venture (JV) with Global Infrastructure Partners (“GIP”) and KKR (KKR US). The JV, called Oak BidCo, will then launch a voluntary public takeover offer for the outstanding stake at €32.00 per share. Vodafone confirmed it holds an irrevocable from the second-largest minority shareholder, RRJ Capital (2.4%), to accept the offer and that it will purchase Digital Bridge’s (4.1%) stake, meaning the JV will hold at least 88.3% of Vantage when the offer ...
October 28, 2022 | Industrials | North America | Ended
Altra Industrial / Regal Rexnord : Deal Insight
Regal Rexnord will acquire rival machine parts manufacturer Altra Industrial Motion in a $5.0bn takeover, the companies announced on 27-Oct-22. Regal is offering $62 per share, representing a 54% one-day premium, which equates to 13.6x LTM adjusted EBITDA, or 9.5x if run-rate cost synergies are factored-in. The deal is subject to antitrust and foreign direct investment approvals and an Altra shareholder vote (50%); an acquirer vote is not required. The parties will file the preliminary proxy within 20 business days (by 23-Nov-22) and notify under HSR within 10 business days (by 8-Nov-22). The merger agreement is standard, with a MAC clause that carves out war and pandemics. It also contains a burdensome condition that does not specify a monetary restriction but prevents the companies from offering remedies that “would reasonably be expected to have a material adverse effect” on Regal and Altra, taken as together. Altra is bound by ‘no shop’ restrictions and Regal has debt financing in place from JPMorgan, which has committed $7.5bn to fund the acquisition and refinance Altra’s existing debt. The companies expect the deal to close in ...
October 19, 2022 | Consumer Discretionary | North America | Active
Albertsons / Kroger : Deal Insights
Kroger plans to buy Albertsons for $24.6bn, including $4.7bn of net debt, through a merger that would combine the two largest grocery-store chains in the US, the companies said on 14-Oct-22. Kroger is offering $34.10 per Albertsons share, but this consideration is expected to be reduced two times through: (i) a $4bn, $6.85 per share special cash dividend, which will be paid to Albertsons shareholders on 7-Nov-22 (record date: 24-Oct-22, ex-date: 21-Oct-22); and, (ii) the distribution of a new Albertsons’ spin-off entity immediately prior to deal completion, based on the value of any store divestitures. Importantly, the special cash dividend will be subject to a 30% withholding tax which will affect most offshore funds to the tune of approximately ...