August 10, 2022 | Consumer Discretionary | North America | Ended
iRobot / Amazon : Deal Insights
Amazon’s buying spree continues with an all-cash $1.7bn acquisition of iRobot, the company behind the Roomba vacuum. The deal, announced on 5-Aug-22, marks Amazon’s second major acquisition in the space of a few weeks, following its 21-Jul-22 definitive acquisition of primary care start-up 1Life Healthcare (ONEM US). Amazon will pay $61 per iRobot share, implying a premium of 22% to the previous day’s close, which is a small takeover premium given iRobot shares traded at more than twice the offer price in early 2021. Conditions to closing include iRobot shareholder approval (majority of shares; an Amazon vote is not required), HSR in the US and approvals from foreign antitrust and foreign investment regulators. Other customary provisions in the merger agreement include one that binds iRobot to ...
August 03, 2022 | Health Care | North America | Ended
1Life Healthcare / Amazon : Deal Insights
On 21-Jul-22, Amazon said it plans to buy primary care start-up One Medical, for $3.5bn, in a strategic acquisition that will add to its efforts to deliver healthcare services at scale in the US. The announcement followed an earlier 5-Jul-22 Bloomberg article which reported that One Medical was exploring options after receiving takeover interest from suitors including CVS Health (CVS US). The all-cash offer of $18.00 per share represents a generous 117.4% premium to the target’s undisturbed price and is subject to approvals from One Medical shareholders (majority of votes) and antitrust regulators; no Amazon vote is required. The merger agreement states that the preliminary proxy will be filed by 9-Aug-22 and that HSR will be filed by 3-Aug-22. It also contains
July 18, 2022 | Media | North America | Ended
Twitter / Elon Musk : In-Depth Report
The battle over Twitter’s future is now moving into a courtroom in Delaware. On 12-Jul-22, Twitter filed a lawsuit in the Delaware Court of Chancery, asking the court to order Elon Musk to complete a takeover that he is now trying to back out of. Days earlier, Musk’s lawyers had sent a notice of termination letter to Twitter on grounds that the social network breached its obligations in the merger agreement by failing or refusing to provide bot and financial information as requested, and by not obtaining consent before deviating from conducting business in the ordinary course. Lawyers and most risk arbitrageurs we have spoken to believe Musk’s legal team has...
June 14, 2022 | Real Estate | North America | Ended
Duke Realty / Prologis : Deal Insights
On 13-Jun-22, real estate investment trust (REIT) Prologis entered into a definitive agreement to buy smaller rival Duke Realty in an all-stock transaction. Duke shareholders will receive 0.475 Prologis share for each Duke share held. Based on Prologis’ closing price on 10-Jun-22, the offer values Duke at $55.69 per share, implying 11.9% one-day premium. Prior to the definitive announcement, Prologis made an unsolicited bid for Duke on 10-May-22 at a lower, 0.466 merger ratio, which then implied $61.68 per Duke share and a one-day premium of 29%. The accepted offer is a 16.7% premium to Duke’s undisturbed price on 9-May-22. The merger parties may declare quarterly distributions up to $0.28 per Duke share and $0.79 per Prologis share, and we assume that these will be paid through completion. The upcoming Prologis and Duke ex-dividend dates are ...
June 09, 2022 | Technology | North America | Ended
Black Knight / ICE : Deal Insights
On 4-May-22, NYSE owner Intercontinental Exchange (“ICE”) announced that it entered into a definitive agreement to buy mortgage software provider, Black Knight, in a cash and stock deal valued at $13.1bn. Black Knight shareholders can elect for the consideration either in cash or in stock, and the election will be subject to proration such that the cash consideration will total $10.505bn. The stock portion represents around 20% of the total consideration, and we assume the default to non-electing shareholders: $68 + 0.1440 ICE US. Of note, the calculation for the all-cash consideration is $68.00 + the value of 0.1440 ICE US x the 10 consecutive trading-day average VWAP of ICE on the NYSE, ending three trading days prior to closing. With ICE shares -11.6% since the definitive announcement, the mixed and all-stock offers are now worth...
May 31, 2022 | Technology | North America | Ended
VMware / Broadcom : Deal Insights
US chipmaker Broadcom is bolstering its software portfolio by pursuing a massive strategic acquisition of VMware through a stock-and-cash transaction valued at $69bn. Confirmed on 26-May-22, VMware shareholders can elect to receive $142.50 in cash or 0.2520 Broadcom shares for every VMware share they own, subject to proration, which will result in the total consideration paid consisting of 50% in cash and 50% in Broadcom shares. Based on Broadcom’s previous day’s closing price and assuming 50%/50% consideration, the offer implied a value of $138.23 per VMware share and a 44% premium to VMware’s share price on 20-May-22, the day before the WSJ speculated about a deal. While VMware will continue to not pay a dividend, Broadcom intends to maintain its quarterly dividend policy. The takeover is unanimously approved by the boards of both companies and requires antitrust approvals from the US, Europe and other jurisdictions. An HSR application will be made within ...
May 24, 2022 | Consumer Discretionary | Europe | Ended
Swedish Match / Philip Morris International : Deal Insights
Marlboro maker Philip Morris International (“PMI”) has bid to acquire Stockholm-based Swedish Match, a nicotine pouch manufacturer, for SEK 161.2bn. The SEK 106 per share offer, announced on 11-May-22, is cum dividend and, accordingly, future distributions, including Swedish March’s SEK 0.93 per share dividend (ex-11-Nov-22), will downwardly adjust the offer price. Nonetheless, the headline offer is a 39.4% premium over the target’s undisturbed price on 9-May-22, the day before The Wall Street Journal reported that the companies were in talks. The deal is structured as a public tender offer and is subject to a 90% minimum acceptance condition as well as to regulatory conditions from competition authorities in the US, EU, and Brazil, among others. PMI has already filed regulatory applications and expects to receive all clearances before the end of the acceptance period; it can waive any or all conditions to closing, including the minimum acceptance condition. There is no financing condition, but ...
May 23, 2022 | Industrials | Europe | Ended
HomeServe / Brookfield Asset Management : Deal Insights
British repair and emergency services provider HomeServe has agreed to be sold to Canada’s Brookfield Asset Management for £4.1bn under a UK scheme of arrangement. Under the terms, announced on 19-May-22, Brookfield will pay 1,200p for each HomeServe share, representing a 71% premium to HomeServe’s closing share price on 23-Mar-22, the last business day before the companies publicly disclosed a possible offer. Since that time, HomeServe said it received a number of conditional offers from Brookfield, which needed extensions to its PUSU before agreeing to a firm deal. If any dividends are paid by HomeServe, Brookfield reserves the right to reduce the offer price by such amount paid. Scheme effectiveness is subject to approval by at least 75% of HomeServe shareholders and 12.8% of the company's shares – held by the target’s board (8.01% stake, inclusive of founder Richard Harpin (7.38%)), plus Katherine Harpin (4.76%) – support the deal. Other conditions include...
May 19, 2022 | Health Care | North America | Ended
Biohaven Pharmaceuticals / Pfizer : Deal Insights
On 10-May-22, Pfizer announced a definitive agreement to acquire Biohaven Pharmaceuticals, a drugmaker known for developing migraine treatment, in an all-cash deal valued at $11.6bn, or $148.50 per share. The offer represents a 33% premium to Biohaven’s average share price of $111.70 over the last three months, according to the announcement, and we calculate a one-day takeover premium of 78%. The deal is predicated on Pfizer acquiring Biohaven’s calcitonin gene-related peptide (CGRP) programs, and the plan is to separate Biohaven’s non-CGRP developmental stage pipeline assets into a newly-listed company, “New Biohaven” (its post-acquisition name will revert to ‘Biohaven’). Accordingly, the merger agreement stipulates that Biohaven shareholders will also, in addition to the cash consideration, receive 0.5 shares of New Biohaven for each Biohaven share held...
May 16, 2022 | Industrials | North America | Ended
Hitachi Transport System / KKR : Deal Insights
US private equity firm KKR (KKR US) announced on 28-Apr-22 its intention to launch a tender offer to acquire Hitachi Transport System (“HTS”; 9086 JP) at JPY 8,913, in a deal valued at $5.2bn. The price represents a 31.9% premium over the target’s unaffected price on 21-Apr-22, when Nikkei Asia first reported that talks were taking place. The structure of the deal requires HTSK Co. Ltd, a private entity owned by the investment funds managed at KKR, to first acquire 60.1% of HTS through the tender offer. The remaining 39.9% stake, currently held by HTS’ parent and leading shareholder, Hitachi (6501 JP), will be rolled over into the KKR-held entity such that Hitachi will hold 10% of the voting rights in HTSK, while KKR will own the remaining 90%. The tender offer is expected to commence in late September 2022 once the sponsor secures antitrust approvals in Japan, China, the US, Europe, Russia, and Turkey, and domestic and foreign investment approvals in Japan ...