August 25, 2021 | Industrials | Australia | Ended
Spark Infrastructure Group / KKR, OTPP, PSPIB : New Deal Insights
On 23-Aug-21, a consortium led by US private equity firm KKR struck a firm agreement to acquire Australian energy firm, Spark Infrastructure. The deal comes after multiple attempts from the consortium which, aside from KKR, includes Canada’s Ontario Teachers’ Pension Plan (OTPP) and the Public Sector Pension Investment Board (PSPIB). The buyers have completed due diligence and are offering, in total, AUD 2.95 per Spark stapled security (1.8bn Spark securities, with each comprising of one unit stapled to one note which trade together on the ASX). The headline consideration is cum dividend and includes a AUD 0.0625 interim dividend per share that already went ex-dividend on 7-Jul-21 (albeit payable 15-Sep-21). However, the offer also includes a
August 23, 2021 | Defence | Europe | Ended
Ultra Electronics / Cobham : New Deal Insights
UK defence group Ultra Electronics (“Ultra”) announced on 16-Aug-21 that it had agreed to a takeover by its recently taken private rival, Cobham. The offer price of 3,500p per share represents a one-day premium of 63.1% to Ultra’s undisturbed price on 24-Jun-21, the day before the companies confirmed they were in talks over a possible combination. The price will be adjusted lower for any Ultra distributions with the exception of an interim dividend of 16.2p announced on 19-Jul-21 (to be paid on 17-Sep-21 to shareholders on record on 27-Aug-21). The deal structure is a UK scheme of arrangement that requires Ultra shareholder approval at a Court Meeting (75% or more in value) and EGM (75% of the votes cast). Ultra’s board will recommend the scheme and has offered irrevocable commitments ...
August 20, 2021 | Consumer Discretionary | Europe | Ended
Zooplus / Hellman & Friedman : New Deal Insights
On 13-Aug-21, Hellman & Friedman announced that it had entered an investment agreement with Zooplus in which the US private equity firm would take over ownership of the German e-commerce pet supply platform for €390 per share. The offer implies a one-day premium of 40% to Zooplus’ undisturbed price on 12-Aug-21, a 50% premium to its three-month VWAP and is also 34% higher than its all-time high closing price. Zooplus’ management and the supervisory boards welcome the offer and intend to recommend that shareholders accept it. There is a 50% + 1 share minimum acceptance condition, and, to this end, H&F has secured irrevocable commitments for 17% of Zooplus shares, from the management board and Maxburg Beteiligungen, a private equity investor with ...
August 19, 2021 | Industrials | Europe | Ended
Hella / Faurecia : New Deal Insights
On 14-Aug-21, French automotive supplier Faurecia, an expert in seats and interior, announced a takeover of German rival Hella, a specialist in lighting systems and on-board electronics. The deal will see Faurecia acquiring the founding Hueck family’s 60% stake for €60 per share, and in lieu of undertaking a mandatory offer, Faurecia will launch a public tender offer for the remaining shares at the same price. In April 2021, the Hueck family, among the 50 richest in Germany, reportedly retained investment bank Rothschild to explore options to sell its stake upon which Hella shares increased by 12.7% to €51.62 on 27-Apr-21, only to drift higher over the coming months. Hella plans to announce a dividend of €0.96 per share at its 30-Sep-21 AGM and inclusive of this dividend, the offer price represents a 33% premium to Hella’s undisturbed price on 26-Apr-21 and a 24% premium to its unaffected 3-month VWAP. The transaction has been unanimously approved by Faurecia’s boards and has received support from Hella management ...
August 18, 2021 | Real Estate | North America | Ended
MGM Growth Properties / VICI Properties : New Deal Insights
Real estate investment trust VICI Properties is acquiring rival MGM Growth Properties (“MGP”) in a $17.2bn deal that will create the largest US casino and gaming real estate investment trust (REIT). The all-stock definitive agreement, at 4-Aug-21, valued MGP at $43 per share, a one-day premium of 15.9% to the target’s undisturbed price on 3-Aug-21. MGP’s controlling shareholder, MGM Resorts International (MGM US), will receive $43 cash per share ($4.4bn) for redeeming its MGP operating partnership units. MGM will also retain approximately 12m units in a newly formed operating partnership with VICI. MGM’s Class B shares held in MGP will be cancelled and, on closing, MGP Class A shareholders and MGM will own 25% and 1% of VICI, respectively. The deal has been approved by the boards of the three companies – MGP, MGM, and VICI – as well as a conflicts committee at MGP. One condition to closing is VICI shareholder approval, but ...
August 17, 2021 | Technology | Europe | Ended
Avast / NortonLifeLock : New Deal Insights
US cybersecurity firm NortonLifeLock has confirmed it is acquiring rival Avast to create a leading consumer business in a deal valued more than $8bn. The agreement comes just weeks after the companies confirmed that were in “advanced discussions” regarding a possible tie-up, first reported in July by The Wall Street Journal. The cash and share deal will see Avast shareholders receive either: (i) a majority cash option consisting of $7.61 in cash plus 0.0302 Norton shares or (ii) a majority stock option consisting of $2.37 in cash plus 0.1937 Norton shares. Avast shareholders who fail to elect will receive majority cash option. The majority cash option yields 608.4 pence per share, with 90% in cash, implying a one-day premium of 20.7% to the undisturbed price on 14-Jul-21 when the companies confirmed they were in talks. The alternative majority stock option yields 551.1 pence per share, with 31% in cash and 69% in shares. The deal, accordingly, values Avast at $8.1-$8.6bn and based on the two options, Avast shareholders will own between 14% and 26% of the combined company. Norton intends to finance through ...
August 02, 2021 | Technology | Australia | Ended
Afterpay / Square : New Deal Insight
On 1-Aug-21, Square announced a $29bn all-stock deal to buy Australian rival Afterpay in a move that will see the US payment company expand further into the booming instalment loan market. Structured as a court-approved Australian scheme of arrangement, based on undisturbed prices the deal values Afterpay at AUD 126.21 per share ($93.02), thus implying a one-day premium of 30.6%. Square said it could elect to pay 1% of total consideration in cash. Post-deal, Afterpay shareholders are expected to own 18.5% of the combined company. Afterpay’s co-founders and co-CEOs are expected to join Square to lead Afterpay’s merchant and consumer businesses and Square will ...
August 02, 2021 | Telecom | Europe | Ended
Iliad Group / Xavier Niel : New Deal Insight
On 30-Jul-21, French billionaire Xavier Niel, the founder and controlling shareholder of Iliad, launched a €3.1bn tender offer to buy out the remaining shares and to take the company private. Niel, who holds 70.63% of shares and 78.67% of voting rights through holding company “HoldCo II”, is offering minority shareholders €182 per share, a one-day premium of 61% to the previous day’s close. Of note, Iliad traded as high as €182.25 in early December 2020 before spiralling lower -38.0% over the next 7.5 months. A special committee ...
August 02, 2021 | Defence | Europe | Ended
Meggitt / Parker-Hannafin : New Deal Insight
On 2-Aug-21, US engineering group Parker-Hannifin agreed to acquire Meggitt in a £6.3bn all-cash deal at a 70.5% premium to the target’s undisturbed price on 30-Jul-21. The deal is structured as a UK scheme of arrangement and, accordingly, will require approval from shareholders at an EGM (75% of the votes cast) and Court Meeting (75% of the scheme shares). The scheme document is expected to be posted within 28 days from announcement, by 30-Aug-21, and Parker will fund the cash consideration from its own cash on hand and new debt issuances. Meggitt’s Board supports the takeover and certain Meggitt ...
July 26, 2021 | Insurance | North America | Ended
Willis Towers Watson / Aon : US Antitrust Catalysts: Settlement, Trial or Termination
On 16-Jun-21, the Department of Justice (DoJ) filed a civil antitrust lawsuit to block Willis Towers Watson / Aon, one of the world’s largest pending public mergers. The DoJ’s move is the culmination of a 14-month period of dissatisfaction with the remedies proposed, but the merger parties believe the complaint reflects the DoJ’s lack of understanding of insurance brokerage and overlooks the material progress made with other global regulators. Willis Towers Watson and Aon have offered to divest assets spanning US commercial risk broking and health benefits broking segments, but these appear unable to allay the DoJ’s concerns. In this report, we provide an update on where the deal stands on US antitrust, and we assess the likelihood of upcoming catalysts that could determine the outcome: settlement (consent decree), trial or termination. Our research considers quantitative and qualitative aspects of remedies offered and the merger parties’ appetite to offer more. We outline what has been accepted by regulators in Europe, Australia, and New Zealand and provide analysis of case studies of US court precedents to conclude the probability of each catalyst and the appropriateness of current trading levels.