October 14, 2022 | Technology | North America | Ended
KnowBe4 / Vista Equity Partners : Deal Insight
Cybersecurity training platform KnowBe4 has agreed to be taken private by Vista Equity Partners for $4.6bn, or $24.90 per share, the company announced on 12-Oct-22. The offer price represents a one-day premium of 15.3% and a 43.9% premium over the target’s undisturbed price on 19-Sep-22, before Vista had initially proposed a $24 per share buyout. KnowBe4 said its board and special committee unanimously approved the offer. Conditions include antitrust clearance and shareholder approval through four separate votes. HSR is the sole regulatory condition mentioned in the merger agreement and will be filed within 10 business days from the merger agreement, i.e., 24-Oct-22. The preliminary proxy is expected to be filed within 20 business days from the agreement, i.e., by 7-Nov-22. KnowBe4 is subjected to ‘no-shop’ restrictions, the termination fee is $138m, and the RTF is $276m. The deal is expected to close in 1H’23, facing a long-stop date of 11-Aug-23 ...
September 28, 2022 | Real Estate | North America | Ended
STORE Capital / GIC, Oak Street : Deal Insights
On 15-Sep-22, GIC, a Singaporean sovereign wealth fund, and Oak Street, a division of asset manager Blue Owl (OWL US), together announced a definitive agreement to acquire real estate investment trust (REIT) STORE Capital. The definitive offer values STORE at $14bn, or $32.25 per share, implying a one-day premium of 20.4%. STORE is allowed to declare and pay its 3Q’22 dividend and suspend dividends thereafter; on 19-Sep-22, the company announced a quarterly dividend of $0.41 per share (ex- 29-Sep-22 and payable on 17-Oct-22). Conditions to closing include approvals from STORE shareholders and from CFIUS. The preliminary proxy ...
September 22, 2022 | Technology | Europe | Ended
Aveva / Schneider : Deal Insights
On 21-Sep-22, French energy management and automation conglomerate Schneider Electric agreed to buy the rest of Aveva in a deal that values the UK industrial software developer at £9.5bn (or £10.2bn including debt). Under the definitive terms, Schneider will pay Aveva shareholders 3,100p per share in cash for the remaining 40.86% it does not already own, representing a 41% premium to Aveva’s closing price on 23-Aug-22, the day before Schneider disclosed that it was considering making an offer. Under UK takeover rules, Schneider had faced a “Put Up or Shut Up” (“PUSU”) deadline of 21-Sep-22. The offer implies 13.2x enterprise value to annualised recurring revenue (“ARR”), 8.2x to trailing revenue, and 27.8x to trailing adjusted EBIT. Schneider confirmed that shareholders can keep any interim dividend
September 07, 2022 | Health Care | North America | Ended
Signify Health / CVS Health : Deal Insights
CVS has agreed to buy in-home healthcare company Signify Health for $8.0bn, the companies announced on 5-Sep-22. Under the definitive deal terms, CVS will pay $30.50 per share, implying a 6% premium over Signify’s previous day’s closing and a 53% premium over its 5-Aug-22 close, the last undisturbed trading day before the Wall Street Journal reported that the company was up for sale, with bids due by 6-Sep-22. According to Bloomberg, CVS clinched the deal after beating out other potential buyers, including Amazon.com (AMZN US), UnitedHealth Group (UNH US), and Option Care Health (OPCH US). CVS winning the auction came as a slight surprise since sources had previously told the news outlet that UNH submitted the highest bid, in excess of $30 per share, while Amazon’s offer was close behind...
August 29, 2022 | Technology | North America | Ended
Avalara / Vista : Deal Insights
Private equity firm Vista Equity Partners plans to take tax software business Avalara private in a $8.4bn buyout. The offer price is $93.50 per Avalara share, implying a 2% discount to the previous day’s close but a 27.1% premium to Avalara’s undisturbed price on 6-Jul-22, before media reports emerged about a potential transaction. The deal requires shareholder and HSR approvals, and the merger agreement offers rights to dissenters under Chapter 23B.13 of the Washington Business Corporation Act (WBCA). Financing is not a condition to closing, but the preliminary merger proxy, filed on 23-Aug-22, states that Vista and institutional investors have committed $3.875bn and $2.6bn of equity financing, respectively, while Reuters and Bloomberg reported that $2.75bn will come from debt financing through private lenders. The companies confirmed that an HSR filing was made on 22-Aug-22, suggesting the waiting period will expire on ...
August 15, 2022 | Health Care | North America | Ended
Global Blood Therapeutics / Pfizer : Deal Insights
Pfizer has dipped into its cash reserves to buy sickle cell disease (SCD) drugmaker Global Blood Therapeutics for $4.5bn. Announced on 8-Aug-22, Pfizer is offering $68.50 per GBT share, which represents a 7.3% one-day premium and 101.9% premium to the target’s closing price on 3-Aug-22, the day prior to a Bloomberg article that reported GBT had attracted takeover interest. Both companies’ boards unanimously approve the transaction, and while GBT shareholder approval is needed (50%), a Pfizer vote is not required. Regulatory conditions disclosed include HSR; no foreign antitrust or foreign investment approvals have been identified yet. The merger agreement confines GBT to customary ‘no-shop’ provisions, and there are termination and reverse termination fees for $217m (4.0% of equity value) and $326m (6.0%), respectively. The preliminary proxy is expected to be filed within 10 business days from the merger agreement (by 19-Aug-22) and the GBT shareholder meeting will be held within 30 days from the definitive proxy mailing. The companies expect the deal to close “as early as” 4Q’22...
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 ...