Latest Reports

February 21, 2022 | Consumer Discretionary | Australia | Ended

Crown Resorts / Blackstone Group : Deal Insights

On 14-Feb-22, troubled Australian resort and casino operator Crown Resorts announced it has agreed to be taken over by Blackstone in a definitive scheme of arrangement valued at AUD 8.9bn. The firm offer is the culmination of a back-and-forth between Crown, Blackstone and two competing suitors, rival casino operator Star Entertainment (SGR AU) and asset management firm Oaktree Capital, both of which made offers to purchase all or parts of Crown last year. Those proposals were withdrawn following the emergence of allegations that threatened Crown’s ability to hold its Australian gaming licence. Crown has since been subject to investigations by the Australian government into its casino operations in Melbourne and Perth. Last October, a report by the Victoria Royal Commission concluded that the company would be allowed to keep its licence even though the investigation found it to have been involved in illicit activities, including money laundering activities. The latest proposal is structured as an Australian scheme, and despite the company’s legal troubles ...


February 17, 2022 | Defence | Europe | Ended

Ultra Electronics and Meggitt / Revisiting UK National Security Trends : In-Depth Report

On 18-Aug-21, the UK Secretary of State for Business, Energy & Industrial Strategy (BEIS), Kwasi Kwarteng, issued a Public Interest Intervention Notice (PIIN) on the acquisition of UK-based Ultra Electronics by US private equity firm Advent’s Cobham subsidiary. Initiated on national security grounds, the PIIN gave the CMA until 18-Jan-22 to investigate and report back to the Secretary of State. The CMA has delivered its Phase I report to the Secretary of State, and we await Kwarteng’s decision on whether to (i) approve the merger outright, (ii) approve it with undertakings in lieu (UILs) of a CMA Phase II reference, or (iii) refer it for a more in-depth Phase II review. Ultra is one of two multi-billion-pound UK defence deals that has attracted the attention of the UK government, the other being Parker-Hannifin’s proposed acquisition of Meggitt, which received a PIIN on 18-Oct-21, also on national security grounds. The Phase I report for Meggitt / Parker-Hannifin is due to be handed to the SoS by 18-Mar-22. In this report, we speak with CMA and UK national security experts and analyse precedents to hypothesise what UILs could be offered by Parker and Cobham to secure UK government approvals for their respective deals. We believe that both takeovers ...


January 20, 2022 | Technology | North America | Active

Activision Blizzard / Microsoft : Deal Insights

Microsoft is buying scandal-plagued video game giant Activision Blizzard in an all-cash deal worth $69.7bn. The acquisition will make Microsoft one of the world’s video game developers and will give it control of some of the most popular games on the market, including Call of Duty and World of Warcraft. Under the terms of the agreement, signed on 18-Jan-22, Microsoft will pay $95.00 per share, representing a one-day premium of 45%. The deal requires approval from a majority of Activision shareholders, but no vote from Microsoft shareholders is needed. The merger agreement contains customary clauses on representations, warranties, covenants, a MAC which specifically excludes impact of COVID-19, and statutory right of appraisal under the Delaware ...


January 14, 2022 | Technology | Australia | Ended

Link Administration Holdings / Dye & Durham : Deal Insights

Canadian software company Dye & Durham (“DND”) has agreed to acquire Australian-listed data services firm Link Administration Holdings in a deal worth AUD $2.9bn. Under the terms of the definitive agreement, signed on 22-Dec-21, DND is offering AUD 5.50 per share. Link shareholders will also be entitled to the following: (i) an AUD 0.03 interim dividend, estimated to trade ex- on 3-Mar-22 and payable in early April 2022; (ii) approximately AUD 0.15 per share representing the proceeds from the pending proposed sale of Link’s Banking and Credit Management (“BCM”) business (to complete prior to closing but paid contemporaneously with the scheme ...


January 11, 2022 | Technology | North America | Ended

Zynga / Take-Two Interactive : Deal Insights

In one of the biggest gaming acquisitions to date, Take-Two Interactive (“Take-Two”) agreed on 10-Jan-22 to acquire fellow video game developer Zynga, in cash and stock deal worth $12.7bn. Take-Two is offering $3.50 in cash and $6.36 in Take-Two shares to value Zynga at $9.86 per share, implying a one-day takeover premium of 64%. The agreement includes a collar: the share exchange ratio will be adjusted to deliver a total consideration of $9.86 per Zynga share as long as Take-Two’s 20-day volume weighted average price (VWAP) ending on the third trading day ...


December 22, 2021 | Health Care | Europe | Ended

Vifor Pharma / CSL : Deal Insights

On 14-Dec-21, following nearly two weeks of takeover speculation, Australian biopharma giant CSL entered into a definitive agreement to acquire Swiss speciality pharma company, Vifor Pharma, for USD 11.7bn, or USD 179.25 per share. The deal is structured as an all-cash tender offer and is at a 61% premium to Vifor’s undisturbed price on 1-Dec-21, before the market speculated on a possible bid. Vifor’s board unanimously recommends the offer, which is subject to regulatory approvals and an 80% minimum acceptance threshold. Patinex (private), Vifor’s largest shareholder ...


December 22, 2021 | Health Care | North America | Ended

Cerner / Oracle : Deal Insights

On 20-Dec-21, Oracle announced its largest ever acquisition after signing an all-cash agreement to purchase electronic health records (EHR) provider Cerner for $28.3bn, or $95.00 per share. The offer price represents a 5.8% one-day premium but a 19.5% premium to Cerner’s undisturbed price on 16-Dec-21, before the Wall Street Journal reported that the companies were in talks. The transaction is subject to regulatory approvals (US and EU named so far) and a 50% minimum acceptance. On timing, antitrust and foreign direct investment filings will be made promptly and HSR will be filed within 30 days (by 19-Jan-22). Oracle can launch the tender offer within ...


December 16, 2021 | Real Estate | Europe | Ended

Immofinanz / CPI : Deal Insights

On 3-Dec-21, German-listed and Luxembourg-incorporated CPI Property Group (O5G GR, “CPI”) announced plans to launch a mandatory offer for all outstanding shares in Immofinanz, a leading Austrian real estate company. The offer will be launched once CPI completes a purchase of a 10.6% stake in Immofinanz that, when added to the 21.4% it already holds, will take CPI beyond the 30% mandatory offer threshold required under Austrian takeover law. The additional stake purchase will be through a share purchase agreement with RPPK Immo and requires antitrust approvals from Austria, Germany, the Czech Republic, Hungary, Poland, Romania, Serbia, and Slovakia. The €21.20 per share mandatory offer is not subject to ...


November 30, 2021 | Media | Europe | Ended

Daily Mail & General Trust / Rothermere Continuation : Deal Insights

DMGT chairman Jonathan Harmsworth, better known as Lord Rothermere, is seeking to take the publishing group private after nearly a century on the stock market. Under the terms of the definitive agreement, structured as a UK takeover offer, the Rothermere family company, RCL, is offering shareholders £3bn, or 1,263p per share, consideration, comprising: (i) a 255p cash offer, which is 4p higher than RCL’s previous proposal in July 2021; (ii) a 568p special cash dividend, representing cash resources at DMGT after the company received proceeds from the sale of its insurance business, Risk Management Solutions (RMS); (iii) 0.5749 shares of Cazoo (CZOO US), a special stock dividend of the company’s recently deSPAC’d UK online used car business ...


November 18, 2021 | Technology | North America | Ended

CyrusOne / KKR, Global Infrastructure Partners : Deal Insights

Data centre real estate investment trust (REIT) CyrusOne has agreed to a $15bn public-to-private buyout by KKR and Global Infrastructure Partners (GIP). The consideration offered is $90.50 cash per share, which represents a 25% premium to CyrusOne’s undisturbed closing price on 27-Sep-21, the day before Reuters reported that CyrusOne was exploring strategic alternatives. Formally announced on 15-Nov-21, the deal is conditional on approval from CyrusOne shareholders (50% of votes cast) as well as on antitrust and foreign investment clearances from relevant authorities. Only the FTC was mentioned in the merger agreement and the parties are expected to file an HSR notification within 10 business days from the date of the agreement (by 29-Nov-21). The transaction is also subject to receipt of an opinion that CyrusOne has been and will be qualified to operate as a REIT from ...



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