Latest Reports

May 17, 2021 | Health Care | Europe | Ended

UDG Healthcare / Clayton, Dubilier & Rice : New Deal Insights

On 12-May-21, private equity firm Clayton, Dubilier & Rice entered into a definitive agreement to acquire London-listed healthcare services provider, UDG Healthcare, for 1,023p per share via a UK scheme of arrangement. The offer implies a one-day premium of 21.5% to the previous day’s close and the price will be reduced by any dividends that UDG distributes (no dividend was declared in UDG’s interim results). As a scheme, the acquisition requires approval from 75% of UDG shareholders present and voting at the Court Meeting and EGM. UDG directors holding 0.16% have offered irrevocable commitments to vote in favour, and small cap institutional investor Kabouter Management, which holds 5.5% of UDG, has written a letter of ...


May 12, 2021 | Consumer Discretionary | Australia | Ended

Crown Resorts / Blackstone Group : New Deal Insights

Despite facing COVID-19 and regulatory troubles that have caused two of its three casinos to close, Australia’s largest casino operator, Crown Resorts, has emerged as an attractive takeover target and is now the focus of a potential bidding war between a private equity firm (Blackstone), a strategic buyer (Star Entertainment Group, SGR AU) and a US investment fund (Oaktree Capital). Initially, following a February 2021 Bergin Inquiry report that threatened to cancel Crown’s Australian gaming license, financial sponsor Blackstone made an unsolicited offer on 22-Mar-21 to acquire the casino operator for AUD 11.85 per share. On 10-May-21, Blackstone increased its proposal to AUD 12.35 per share, but in an unexpected twist, within 10 minutes, Crown’s rival, Star, came in with nil-premium all-stock offer that includes a sweetener in the form of ...


May 11, 2021 | Industrials | Asia | Ended

Hitachi Metals / Bain Capital-led Consortium : New Deal Insights

On 28-Apr-21, Hitachi Metals agreed to a tender offer from a Bain Capital-led consortium that also includes Japan Industrial Partners (JIP) and Japan Industrial Solutions (JIS). The JPY 2,181 per share offer represents a one-day premium of 15.1% over the previous day’s close and a 74.5% premium to when speculation arose that its parent and 53.38% shareholder, Hitachi (6501 JP), planned to sell its listed subsidiaries, back in October 2019. Under the deal terms, only after the consortium receives all required approvals will the tender offer commence, which it expects will be “around late November 2021”, and the offer will be open for 20 business days. After completion of tender offer, the consortium will purchase all shares from Hitachi through a share repurchase at ...


April 26, 2021 | Technology | North America | Ended

Proofpoint / Thoma Bravo : New Deal Insights

Within a week of completing its $10.2bn buyout of real estate software company, RealPage, Thoma Bravo confirmed a $12.3bn definitive agreement to acquire cybersecurity company, Proofpoint, in what will be the largest software LBO since Hellman & Friedman’s $11.0bn Ultimate Software takeover in 2019. The sponsor’s offer is a 34% one-day premium over Proofpoint’s undisturbed price, and the deal has been unanimously approved by the Proofpoint board. Conditions include target shareholder approval, antitrust approvals (US and other jurisdictions) and foreign investment approvals, with HSR expected to be filed within ... Deal risks assessed in this research report: • Unexpected antitrust scrutiny based on the 12 security companies already owned by Thoma Bravo


April 20, 2021 | Industrials | North America | Ended

Kansas City Southern / Canadian National Railway : New Deal Insights

Exactly one month after KSU entered into a definitive agreement to be acquired by Canadian Pacific, rival Canadian National (“CN”) unexpectedly gate-crashed the transaction with an unsolicited, competing cash and stock offer. At the time, CN’s counterbid was worth $325 per KSU share, a 21% premium to CP’s cash and stock bid, and is currently worth $315 per share. The latest offer is a healthy 45% premium to KSU’s undisturbed price on 19-Mar-21 and, if accepted, would result in KSU shareholders owning just 12% of the enlarged CN. KSU preferred shareholders will ... Deal risks assessed in this research report: • Complaints that cause regulators to hesitate on the voting trust • Competing bids disappear


April 15, 2021 | Health Care | North America | Ended

PPD / Thermo Fisher : New Deal Insights

On 15-Apr-21, medical device maker Thermo Fisher entered into a definitive agreement to acquire PPD, a leading Contract Research Organisation (CRO). This is the second major CRO deal in as many months, following PRA Health Sciences (PRAH US) / ICON (ICLR US), announced in late February, and marks a decisive move by Thermo Fisher to become a leader in this growing and profitable space. Thermo Fisher’s all-cash offer represents a takeover premium of 24% to PPD’s closing price on 13-Apr-21, before the media disclosed talks. The deal has been approved by both companies’ boards and has already received approval by ... Deal risks assessed in this research report: • Divestiture cap of 10% of PPD sales gets tested • Unexpected in-depth reviews by antitrust regulators


April 13, 2021 | Consumer Discretionary | Europe | Ended

Gamesys Group / Bally's : New Deal Insights

Following a 24-Mar-21 Rule 2.4 announcement confirming a possible combination, on 13-Apr-21, US-based gaming and entertainment company Bally’s entered a firm agreement to acquire UK online gaming company Gamesys. Uniquely, in this deal, while target shareholders can elect to receive all-cash or all-stock, there is a significant, 25.9% discrepancy between the election values. The higher consideration, aimed at most of the shareholders, is 1,850p per share in cash, a 12.7% premium to Gamsys’ undisturbed price on 23-Mar-21. Since the announcement of a possible combination, Gamesys shares have traded through both offer ... Deal risks assessed in this research report: • Competitve bidding or a bump does not emerge • Stringent US state antitrust reviews, leading to timing delays


April 12, 2021 | Technology | North America | Ended

Nuance / Microsoft : New Deal Insights

On 12-Apr-21, Microsoft entered into a definitive agreement to acquire AI solutions provider, Nuance Communications, in a move that will bolster the software giant’s healthcare cloud strategy significantly. Representing a one-day takeover premium of 23%, the transaction has been blessed by both companies’ boards, and approval will be sought from Nuance shareholders, but not from Microsoft shareholders. The deal is also subject to antitrust approvals from ... Deal risks assessed in this research report: • Political context related to President Biden's new appointments to the Department of Justice and FTC • Antitrust scrutiny into Microsoft’s dominance within technology and growing presence in healthcare


April 01, 2021 | Real Estate | North America | Ended

Brookfield Property Partners / Brookfield Asset Management : New Deal Insights

Brookfield Asset Management (BAM/A CN, BAM US) has confirmed a definitive deal to take private Brookfield Property Partners (BPY-U CN, BPY US). BAM already holds 61.7% economic interest of BPY, and on 1-Apr-21, BPY’s independent board members agreed to an increased offer, which will be structured as an Ontario court-approved transaction. The offer price represents a 10% premium to BAM’s earlier proposal made on 4-Jan-21 and a 26% premium to BPY’s 31-Dec-20 undisturbed price. Under the agreement, BPY unitholders can ... Deal risks assessed in this research report: • Shareholder activism leading to a breach in the 5% dissenters’ cap threshold


March 21, 2021 | Industrials | North America | Ended

Kansas City Southern / Canadian Pacific Railway : New Deal Insights

On 21-Mar-21, Canadian Pacific Railway agreed to acquire its smaller rival, Kansas City Southern in a cash and stock takeover worth $29bn, which would make this Canadian Pacific’s biggest acquisition to date. The offer valued Kansas City Southern at $275 per share based on closing prices on 19-Mar-21, a one-day premium of 23%. Kansas City Southern's perpetual preferred holders (KSU 4 PERP Pfd) will receive $37.50 in cash for each preferred share. Canadian Pacific’s President and CEO, Keith Creel, will lead the merged company, to be renamed Canadian Pacific Kansas City (CPKC), and the company will be headquartered in Calgary with regional headquarters in Kansas City, Mexico City, and Monterey ... Deal risks assessed in this report: • Activism against waiver for KSU • Complainants causing the Department of Justice (DoJ) and Surface Transportation Board (STB) to question the appropriateness of the voting trust



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