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Summary Information
Target
Acquiror
Sector
Value ($mm)
Premium
Announce Date
Estimated Completion Date
Deal Type
Deal Nature
Transaction Data
Lock-up
Break Fee As % Deal
Upside
Downside
Implied Odds of Deal Breaking
Target Financial Advisor
Acquiror Financial
Consideration
Cash Consideration
Share Consideration
Spin-off/ Other Consideration
Implied Consideration Value
Arbitrage Return
Current Price
Current Spread
Deal Duration (Days)
Yield
Notes
Key Conditions
ticker
Acquiror Ticker
target_name
acquiror_name
Announce Date
Estimated Completion Date
type
nature
sector
cash
shares
ask_target
size_mm
premium
upside
downside
lock_up
break_fee_pct
odds_of_deal_breaking
spin_off_other
implied_consideration_bid
bid_target
bid_to_bid
Yield
days
target_financial
acquiror_financial
target_legal
acquiror_legal
notes
key_conditions
ACI
KR
Albertsons Companies, Inc.
Kroger
14-October-22
30-June-24
Merger
Friendly
Retail
27.25000
0.00000
21.30000
24600.00000
0.32840
6.08000
-0.68625
0.01
0.90
0.00000
27.37000
21.29000
6.07000
1.02242
130
GS / CS
Citi / Wells
Jenner / White / Debevoise
Weil / Arnold
Definitive agreement; Albertsons Companies is a leading food and drug retailer in the United States. As of June 18, 2022, Albertsons Companies operated 2,273 retail food and drug stores with 1,720 pharmacies, 402 associated fuel centers, 22 dedicated distribution centers and 19 manufacturing facilities; Under the terms of the merger agreement, which has been unanimously approved by the board of directors of each company, Kroger will acquire all of the outstanding shares of Albertsons Companies, Inc. ("Albertsons Cos.") common and preferred stock (on an as converted basis) for an estimated total consideration of $34.10 per share, implying a total enterprise value of approximately $24.6 billion, including the assumption of approximately $4.7 billion of Albertsons Cos. net debt. Subject to the outcome of a store divestiture process, the cash component of the $34.10 per share consideration may be reduced by the per share value of a newly created standalone public company ("SpinCo") that Albertsons Cos. is prepared to spin off at closing in conjunction with the regulatory clearance process; As part of the transaction, Albertsons Cos. will pay a special cash dividend of up to $4 billion to its shareholders. The cash component of the $34.10 per share consideration will be reduced by the per share amount of the special cash dividend, which is expected to be approximately $6.85 per share. This cash dividend will be payable on November 7, 2022, to shareholders of record as of the close of business on October 24, 2022; The combined company expects to achieve approximately $1 billion of annual run-rate synergies net of divestitures within the first four years of combined operations with approximately 50% being achieved within the first two years following close; In connection with obtaining the requisite regulatory clearance necessary to consummate the transaction, Kroger and Albertsons Cos. expect to make store divestitures. As described in the merger agreement and subject to the outcome of the divestiture process, Albertsons Cos. is prepared to establish an Albertsons Cos. subsidiary (SpinCo). SpinCo would be spun-off to Albertsons Cos. shareholders immediately prior to merger closing and operate as a standalone public company; The per share cash purchase price payable to Albertsons Cos. shareholders in the merger would be reduced by an amount equal to (i) three times four-wall adjusted EBITDA for the stores contributed to SpinCo divided by the number of Albertsons Cos. common shares (including common shares issuable upon conversion of Albertsons Cos. preferred stock) outstanding as of the record date for the spin-off plus (ii) the per share amount of a special pre-closing cash dividend of up to $4 billion payable to Albertsons Cos. shareholders, which is expected to be approximately $6.85 per share; Kroger has $17.4 billion of fully committed bridge financing in place from Citi and Wells Fargo; Albertsons Cos. shareholders holding more than a majority of Albertsons Cos. common stock have either delivered a written consent or committed to delivering a written consent approving the transaction no later than October 18, 2022 and Albertsons Cos. shareholders holding more than a majority of Albertsons Cos. preferred stock have already approved the transaction. No further action by Albertsons Cos. shareholders will be needed or solicited in connection with the merger; The transaction is expected to close in early 2024, subject to the receipt of required regulatory clearance and other customary closing conditions, including receipt of clearance under the Hart-Scott-Rodino Antitrust Improvements Act of 1976; Represents the #2 merging with #4 grocery store company, for a combined 12% market share; Roughly 30% of Krogers locations have an Albertsons within a five-mile radius, while about half of Albertsons stores have a Kroger within that range; Outside date January 13, 2024, provided that the Outside Date may be extended by either Parent or the Company by written notice to the other party for one or more 30-day periods not to exceed 270 days in the aggregate; arent entered into a commitment letter with Citigroup Global Markets Inc., Wells Fargo Bank, National Association and Wells Fargo Securities, LLC pursuant to which the Commitment Parties have committed to provide, subject to the terms and conditions set forth in the Commitment Letter, a 364-day $17.4 billion senior unsecured bridge term loan facility; Divestiture cap: 650 stores; Valuation: 11.7x EPS (2023E), 5.6x EBITDA (2023E), 0.32x sales (2023E); Nov 4 2022 Attorney General of the State of Washington has been granted a temporary restraining order restraining company from paying dividend, hearing Nov 10; Nov 8 2022 court denied request of state AGs to block special dividend; Dec 2 2022 ACI / KR filed PREM14c for written consent to approve deal, closing early 2024: Dec 6 2022 ACI / KR received second request from FTC; Sept 8 2023 ACI / KR announced comprehensive divestiture plan, entered a definitive agreement with C&S Wholesale Grocers for the sale of select stores, banners, distribution centers, offices and private label brands for $1.9 billion, cancelled previously contemplated spin-off, closing early 2024;
HSR expiry (second request from FTC Dec 6 2022);
AEL
BNRE
American Equity Investment Life Holding Company
Brookfield Reinsurance / Brookfield Asset Management
05-July-23
31-March-24
Merger
Friendly
Insurance
38.85000
0.00000
55.44000
4300.00000
0.35235
1.08000
-13.64082
0.20380
0.02
0.07
17.65000
56.50000
55.42000
1.07000
0.19599
39
Adrea / JPMorgan
Barclays / BMO
Sullivan
Cravath / Debevoise
Definitive agreement; At American Equity Investment Life Holding Company, our policyholders work with over 40,000 independent agents and advisors affiliated with independent marketing organizations (IMOs), banks and broker-dealers through our wholly-owned operating subsidiaries. Advisors and agents choose one of our leading annuity products best suited for their clients personal needs to create financial dignity in retirement; As part of the agreement, each AEL shareholder will receive $55.00 per AEL share, consisting of $38.85 in cash and 0.49707 of a Brookfield Asset Management Ltd. (NYSE, TSX: BAM) (BAM) class A limited voting share (BAM Shares) having a value equal to $16.15 (based on the undisturbed 90-day volume-weighted average share price (VWAP) of the BAM Shares on June 23, 2023), subject to adjustment; If based on the 10-day VWAP of the BAM Shares (measured five business days prior to closing of the transaction) (the BAM Final Stock Price), the BAM Shares are trading at a price such that the aggregate consideration per AEL share would be less than $54.00 per share, the number of BAM Shares delivered for each AEL Share will be increased such that the value of the aggregate consideration delivered for each AEL Share will equal $54.00 and Brookfield Reinsurance will have the option to pay cash in lieu of some or all of the share portion of the Merger Consideration. In the event that the BAM Final Stock Price would result in the aggregate Merger Consideration per AEL Share being greater than $56.50, the number of BAM Shares delivered for each AEL Share will be decreased such that the value of the aggregate consideration delivered for each AEL Share will equal $56.50; Brookfield Reinsurance intends to acquire from Brookfield Corporation (NYSE, TSX: BN) (BN) the BAM Shares required to satisfy the non-cash consideration offered to AEL shareholders. Subject to this occurring, BAMs public float will increase by approximately 10%, which is strategically important as BAM continues to broaden its shareholder base and BNs interest in BAM will decrease from 75% to approximately 73%. Accordingly, there will be no net new issuance of shares of BAM, BN or Brookfield Reinsurance and no dilution to BAM, BN or Brookfield Reinsurance shareholders as a result of this transaction. The cash portion will be funded from excess liquidity within Brookfield Reinsurance; The transaction is not subject to any financing condition or contingency; Each of Brookfield Reinsurances and AELs boards of directors unanimously approved the merger agreement; The merger is expected to close in the first half of 2024, subject to approval by AEL shareholders and other closing conditions customary for a transaction of this type, including receipt of insurance regulatory approvals in relevant jurisdictions and the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976; Under the terms of the merger agreement, AEL has agreed to suspend the payment of dividends on its common stock through the closing of the transaction, unless the transaction does not close by April 4, 2024, in which case the AEL Board may decide to reinstate the payment of dividends on its common stock; BNRE holds 20.38% of AEL; The closing of the Merger may not occur prior to January 5, 2024, unless Parent elects to waive such inside date; Outside date April 4, 2024 (may be extended by either party to July 5, 2024, if, as of the initial Outside Date, all conditions to the Merger are satisfied or validly waived other than with respect to conditions relating to regulatory approvals); Valuation: 8.0x EPS (2024E), 1.64x BV; 1.98x TBV;
>50% vote target; HSR expiry (filed Aug 16 2023, attained Sept 15 2023); Insurance approvals: Arizona Department of Insurance and Financial Institutions, the Iowa Insurance Division, the New York State Department of Financial Services and the Vermont Department of Financial Regulation;
AMAM
JNJ
Ambrx Biopharma, Inc.
Johnson & Johnson
08-January-24
13-March-24
Merger
Friendly
Biotech
28.00000
0.00000
27.93000
1900.00000
1.05429
0.08000
-14.29000
0.04
0.01
0.00000
28.00000
27.92000
0.07000
0.04448
21
Centerview / Cantor
Skadden
Cravath
Definitive agreement; Ambrx Biopharma, Inc. is a clinical-stage biopharmaceutical company with a proprietary synthetic biology technology platform to design and develop next-generation antibody drug conjugates (ADCs); Ambrx is advancing a focused portfolio of clinical and preclinical programs designed to optimize efficacy and safety of its candidate therapeutics in multiple cancer indications, including ARX517, its proprietary ADC targeting PSMA for metastatic castration-resistant prostate cancer (mCRPC); ARX788, its proprietary ADC targeting human epidermal growth factor receptor 2 (HER2) for metastatic HER2+ breast cancer; and ARX305, its proprietary ADC targeting CD-70 for renal cell carcinoma; The planned acquisition presents a distinct opportunity for Johnson & Johnson to design, develop and commercialize targeted oncology therapeutics. Ambrxs proprietary ADC technology incorporates the advantages of highly specific targeting monoclonal antibodies securely linked to a potent chemotherapeutic payload to achieve targeted and efficient elimination of cancer cells without the prevalent side-effects typically associated with chemotherapy. Building on a legacy of innovation in oncology and in prostate cancer, J&J scientists intend to work with Ambrx researchers, accelerating the Phase 1/2 APEX-01 study (NCT04662580) of ARX517 in advanced prostate cancer, while progressing a pipeline of novel ADC product candidates; Under the terms of the transaction, which was approved by the Johnson & Johnson Board of Directors, Johnson & Johnson (the Company) will acquire all of the outstanding shares of Ambrxs common stock for $28.00 per share in cash through a merger of Ambrx with a subsidiary of the Company; The closing of the transaction is expected to occur in the first half of 2024, subject to receipt of Ambrx shareholder approval, as well as clearance under the Hart-Scott-Rodino Antitrust Improvements Act and other customary closing conditions; We face competition from companies that offer validated pathway therapy treatments and continue to invest in innovation in the ADC field, including but not limited to, AbbVie, ADC Therapeutics, Astellas Pharma, AstraZeneca, BioAtla, Byondis, Celldex Therapeutics, CytomX Therapeutics, Daiichi Sankyo, Eli Lilly and Company, GlaxoSmithKline, Genmab, ImmunoGen, Immunomedics, MacroGenics, Millennium Pharmaceuticals, MorphoSys AG, Novartis, Pfizer, Pieris Pharmaceuticals, Puma, Roche, Sanofi, SeaGen, Spectrum Pharmaceuticals, Sutro Biopharma, VelosBio and Zymeworks; Outside date July 5, 2024, which period may be extended automatically for two automatic 3-month periods if at the end of the prior period, the only outstanding conditions to closing the Merger are approval of the transaction pursuant to the HSR Act and/or other applicable antitrust laws; Signed CA July 21, 2023;
>50% vote target; HSR expiry (filed Jan 22 2024, attained Feb 21 2024);
AMED
UNH
Amedisys, Inc.
UnitedHealth Group
26-June-23
21-May-24
Merger
Friendly
Healthcare
101.00000
0.00000
94.37000
3782.80005
0.28450
7.04000
-15.33000
0.03
0.31
0.00000
101.00000
93.96000
7.03000
0.33993
90
Guggenheim
Paul
Sullivan
Definitive merger agreement; Amedisys, Inc. is a leading healthcare at home Company delivering personalized home health, hospice and high-acuity care services; Superior proposal to OPCH deal; June 5 2023 AMED received unsolicited proposal from Optum (UnitedHealth Group) at $100.00 cash per share, 15.9% premium to OPCH consideration, could reasonably be expected to result in superior proposal - the deal would combine the second- and third-largest home health providers for a net 10% market share; June 26 2023 AMED entered into acquisition by UNH for $101.00 cash per share (superior proposal), terminated OPCH deal; Outside date June 25, 2024 (can be extended to December 27, 2024); Valuation: 21.7x EPS (2024E), 17.0x EBITDA (2024E), 1.59x sales (2024E);
>50% vote target; HSR expiry (filed July 5 2023, received a second request from the DOJ Aug 4 2023 );
AMNB
AUB
American National Bankshares Inc.
Atlantic Union Bankshares Corporation
25-July-23
25-February-24
Merger
Friendly
Financial
0.00000
1.35000
44.04000
416.79999
0.32180
0.75100
-10.04904
0.04
0.07
0.00000
44.36100
43.61000
0.76108
3.84894
4
Keefe
Piper
Williams
Covington
Definitive merger agreement; American National is a multi-state bank holding company with total assets of approximately $3.1 billion. Headquartered in Danville, Virginia, American National is the parent company of American National Bank and Trust Company. American National Bank is a community bank serving Virginia and North Carolina with 26 banking offices; Combining the two organizations will strengthen Atlantic Union, the largest regional bank headquartered in Virginia, by deepening its presence in Southwest and Southside Virginia; The merger agreement has been unanimously approved by the board of directors of each company. The companies expect to complete the transaction in the first quarter of 2024, subject to the satisfaction of customary closing conditions, including regulatory approvals and American National shareholder approval; Accretive to earnings, Return on Assets, Return on Tangible Common Equity, and Efficiency Ratio; Pro forma ownership will include ~84% Atlantic Union shareholders / ~16% American National shareholders; Inside date Jan 1 2024; Outside date July 24, 2024; Valuation: 15.8x EPS (2024E), 1,35x BV, 1.74x TBV;
>50% vote target; Fed; FDIC;
ANSS
SNPS
Ansys
Synopsys
16-January-24
31-March-25
Merger
Friendly
Tech
197.00000
0.34500
341.39999
35000.00000
0.28706
56.07480
-32.32723
0.03
0.63
0.00000
396.35480
340.28000
65.96252
0.17360
404
Qatalyst
Evercore
Skadden
Cleary
Definitive agreement; Ansys, Inc. is an American multinational company with its headquarters based in Canonsburg, Pennsylvania. It develops and markets CAE/multiphysics engineering simulation software for product design, testing and operation and offers its products and services to customers worldwide; Bringing together Synopsys pioneering semiconductor electronic design automation (EDA) with Ansys broad simulation and analysis portfolio will create a leader in silicon to systems design solutions; Synopsys and Ansys have had a successful and growing partnership since 2017, and share a culture built on integrity, execution excellence and empowering customers; The combined company expects to achieve approximately $400 million of run-rate cost synergies by year three post-closing and approximately $400 million of run-rate revenue synergies by year four post-closing, growing to more than approximately $1 billion annually in the longer-term; Synopsys intends to fund the $19 billion of cash consideration through a combination of its cash on hand and debt financing. Synopsys has obtained $16 billion of fully committed debt financing; The transaction is anticipated to close in the first half of 2025, subject to approval by Ansys shareholders, the receipt of required regulatory approvals and other customary closing conditions; Valuation: 36.5x EPS (2025E), 28.9x EBITDA (2025E), 15.8x Adj EBITDA after synergies (2025E), 12.9x sales (2025E); Ansys Board of Directors has unanimously approved the Merger Agreement; The Exchange Ratio is expected to result in Ansys equityholders and Synopsys equityholders owning approximately 16.5% and 83.5%; With regard to the Stock Consideration, if the aggregate number of shares of Synopsys Common Stock to be issued in connection with the Merger would exceed 19.9999% of the shares of Synopsys Common Stock issued and outstanding immediately prior to the Effective Time (the Maximum Share Number), (a) the Exchange Ratio will be reduced to the minimum extent necessary such that the aggregate number of shares of Synopsys Common Stock to be issued in connection with the Merger does not exceed the Maximum Share Number and (b) the Per Share Cash Amount will be correspondingly increased to offset such adjustment; Outside date January 15, 2025 (may be extended to January 15, 2026);
>50% vote target; HSR expiry; China SAMR;
AXNX
BSX
Axonics, Inc.
Boston Scientific Corporation
08-January-24
15-May-24
Merger
Friendly
Healthcare
71.00000
0.00000
68.16000
3400.00000
0.23328
2.87000
-10.56000
0.02
0.21
0.00000
71.00000
68.13000
2.86000
0.19564
84
JPMorgan
K&L
Definitive agreement; Axonics, Inc. is a publicly traded medical technology company primarily focused on the development and commercialization of differentiated devices to treat urinary and bowel dysfunction; The purchase price is $71 in cash per share, reflecting an equity value of approximately $3.7 billion and an enterprise value of approximately $3.4 billion; Axonics brings a complementary product portfolio to the Boston Scientific Urology business. Axonics has pioneered and introduced significant enhancements to sacral neuromodulation therapy for bladder and bowel dysfunction and urethral bulking for women with stress urinary incontinence, both of which are among the fastest growing segments in urology; Boston Scientific expects to complete the transaction in the first half of 2024, subject to customary closing conditions; Axonics revenue growth profile is anticipated to be highly accretive to the Boston Scientific Urology business in 2024. The impact to Boston Scientific adjusted earnings per share is expected to be immaterial in 2024 and accretive thereafter; The boards of directors of Axonics and Boston Scientific have unanimously approved the transaction, which is expected to close in the first half of 2024 after satisfaction of customary closing conditions, including approval of Axonics stockholders and receipt of required regulatory approvals; We consider our primary competition to be implantable SNM devices offered by Medtronic. Medtronics InterStim X and InterStim Micro are currently the only other implantable SNM devices approved for commercial sale in the United States by the FDA. We also compete with other third-line treatments, such as BOTOX injections, a product sold by Allergan plc, PTNS, as well as more invasive surgical treatment options, and drugs for the treatment of OAB and FI. We also face competition from Boston Scientific for the treatment of SUI with its bulking agent; Valuation: 97.0x EPS (2025E), 63.3x EBITDA (2025E), 6.41x sales (2025E); Outside date January 8, 2025 (can be extended to January 8, 2026);
>50% vote target; HSR expiry (filed Jan 30 2024);
AYX
Alteryx, Inc.
Clearlake Capital Group, L.P. / Insight Partners
18-December-23
31-March-24
Merger
Friendly
Tech
48.25000
0.00000
48.07000
4400.00000
0.59031
0.19000
-17.72000
0.49000
0.03
0.01
0.00000
48.25000
48.06000
0.18000
0.03561
39
Qatalyst
Houlihan / GS / JPMorgan / MS
Wilson
Sidley
Definitive agreement; Alteryx (NYSE: AYX) powers analytics for all with the award-winning Alteryx Analytics Cloud Platform. With Alteryx, enterprises can make intelligent decisions across their organizations with automated, AI-driven insights. More than 8,000 customers globally rely on Alteryx to democratize analytics across use cases and deliver high-impact business outcomes; The transaction, which was approved and recommended by an independent Special Committee of Alteryxs Board of Directors and then approved by Alteryxs Board of Directors, is expected to close in the first half of 2024, subject to customary closing conditions and approvals, including approval by Alteryx stockholders and the receipt of required regulatory approvals; Mr. Stoecker holds approximately 49% of Alteryxs voting power and has entered into a customary voting agreement to support the transaction. The transaction is not subject to a financing condition or a "majority of the minority" stockholder vote; Insight Partners owns 1.6% of the Class A shares; Outside date June 18, 2024, which date may be extended to September 18, 2024 and further to December 18, 2024 if required regulatory approvals have not been obtained; Pursuant to equity commitment letters, each dated December 18, 2023 (the Equity Commitment Letters), investment funds managed by Clearlake and Insight (the Buyer Funds) committed to provide Parent, at the consummation of the Merger, with an equity contribution to pay the merger consideration and certain other payments and expenses related to the Merger; Signed CA May 9, 2023, amended July 6, 2023 and August 28, 2023; Feb 14 2024 filed with the EC under simplified procedure, provisional deadline Mar 20 2024;
>50% vote target; HSR expiry (filed Dec 29 2023, attained Jan 29 2024); EC (filed Jan 15 2024);
BATL
Battalion Oil Corporation
Fury Resources, Inc.
15-December-23
31-March-24
Merger
Friendly
Oil & Gas
9.80000
0.00000
6.05000
450.00000
0.85606
3.83000
-0.69000
0.38000
0.02
0.85
0.00000
9.80000
5.97000
3.82000
101.42028
39
Houlihan
Jefferies
Mayer
K&L
Agreement and Plan of Merger; Battalion Oil Corporation is an independent energy company engaged in the acquisition, production, exploration and development of onshore oil and natural gas properties in the United States; The Preferred Stock of the Company held by Luminus Management LLC and funds and accounts managed by Oaktree Capital Management, L.P., or their respective affiliates (collectively, the "Rollover Stockholders"), will be contributed to Buyer in exchange for new preferred shares of Buyer, or sold to Buyer for cash, in each case at a valuation based on the conversion or redemption value of such Preferred Stock; The transaction is expected to close in the first quarter of 2024, subject to various closing conditions. Such conditions include customary closing conditions, such as the approval of Battalions stockholders; Parent has received debt commitments from Fortress Credit Corp. and AI Partners Asset Management Co., Ltd to finance a portion of the Merger Consideration under the Merger Agreement; In connection with the transaction, the Rollover Stockholders, who collectively own 61.61% of the Common Stock of the Company, entered into a Voting Agreement with Buyer pursuant to which they have agreed, among other things, to vote 6,254,652 of their shares of Common Stock, which in the aggregate represents 38% of the total voting power of the shares of capital stock of the Company, in favor of adopting the Merger Agreement; Outside date April 12, 2024; Valuation: 4.4x EBITDA (LTM); Jan 24 2024 amended merger agreement, pushed outside date to June 12 2024; Feb 6 2024 delayed funding deadline to Feb 15; Feb 16 2024 amended merger agreement after acquiror failed to failed to fund escrow account;
>50% vote target;
CALB
BCAL
California BanCorp
Southern California Bancorp
30-January-24
31-December-24
Merger
Friendly
Financial
0.00000
1.59000
23.17000
233.60001
0.10525
1.08100
-1.17507
0.04
0.48
0.00000
23.69100
22.61000
1.98907
0.10298
314
Keefe
MJC
Sheppard
Stuart
Definitive merger agreement; California BanCorp, the parent company for California Bank of Commerce, offers a broad range of commercial banking services to closely held businesses and professionals located throughout Northern California; Creates a premier California financial institution with approximately $4.6 billion in assets by combining two high performing franchises with footprints in the states two best markets for mid-market business banking; True merger of equals uniting top talent of two institutions with shared vision, values, and client-centric focus; Adds complementary business lines and diversified lending verticals to each client base; Under the terms of the definitive agreement, which has been unanimously approved by the boards of directors of Southern California Bancorp and California BanCorp, each outstanding share of California BanCorp common stock will be exchanged for the right to receive 1.590 shares of Southern California Bancorp common stock; As a result of the transaction, Southern California Bancorp shareholders will own approximately 57.1% of the outstanding shares of the combined company and California BanCorp shareholders will own approximately 42.9% of the outstanding shares of the combined company; The transaction is expected to close in the third quarter of 2024, subject to satisfaction of customary closing conditions, including receipt of required regulatory approvals and approvals from Southern California Bancorp and California BanCorp shareholders; Members of the board of directors of each of Southern California Bancorp and California BanCorp have entered into agreements pursuant to which they have committed to vote their shares of common stock in favor of the merger of California BanCorp with and into Southern California Bancorp; Outside date January 30, 2025; Valuation: 12.2x EPS (2025E), 1.14x BV, 1.18x TBV;
>50% vote target; >50% vote acquiror; Fed; FDIC;
CATC
EBC
Cambridge Bancorp
Eastern Bankshares, Inc.
19-September-23
15-May-24
Merger
Friendly
Financial
0.00000
4.95600
64.07000
528.00000
0.36981
2.32448
-15.35719
0.04
0.13
0.00000
65.49448
63.17000
2.96893
0.22088
84
BofA
JPMorgan
Hogan
Nutter
Definitive merger agreement; Merger will create a $27 billion combined franchise and further solidify Eastern as the largest community bank in Massachusetts and New Hampshire by deposits; Under the terms of the merger agreement, which has been unanimously approved by both boards of directors, each share of Cambridge common stock will be exchanged for 4.956 shares of Eastern common stock; The merger is expected to be completed during the first quarter of 2024, subject to certain conditions, including the receipt of required regulatory approvals; and approval by Cambridge and Eastern shareholders; All Cambridge directors and executive officers and their affiliates with voting power have agreed to vote in favor of the merger; Cambridge Bancorp, the parent company of Cambridge Trust Company, is based in Cambridge, Massachusetts. Cambridge Trust Company is a 133-year-old Massachusetts chartered commercial bank with approximately $5.5 billion in assets at June 30, 2023, and a total of 22 Massachusetts and New Hampshire locations. Cambridge Trust Company is one of New Englands leaders in private banking and wealth management with $4.4 billion in client assets under management and administration at June 30, 2023; Valuation: 15.0x EPS (2024E), 0.99x BV, 1.15x TBV; Outside date September 19, 2024; Feb 21 2024 CATC / EBC no longer anticipate that all regulatory approvals will be received during the first quarter of 2024 and that the merger will be completed in early April 2024;
>50% vote target; >50% vote acquiror; Fed; FDIC;
CBAY
GILD
CymaBay Therapeutics, Inc.
Gilead Sciences, Inc.
12-February-24
21-March-24
Tender Offer
Friendly
Biotech
32.50000
0.00000
32.25000
3861.22192
0.26508
0.26000
-6.55000
0.04
0.04
0.00000
32.50000
32.24000
0.25000
0.10210
29
Centerview / Lazard
BofA / Guggenheim
Cravath
Davis
Definitive agreement; CymaBay Therapeutics, Inc. is a clinical-stage biopharmaceutical company focused on improving the lives of people with liver and other chronic diseases that have high unmet medical need. Our deep understanding of the underlying mechanisms of liver inflammation and fibrosis, and the unique targets that play a role in their progression, have helped us receive breakthrough therapy designation (FDA), PRIME status (EMA), and orphan drug status (U.S. and Europe) for seladelpar, a first-in-class investigational treatment for people with PBC. A new drug application for seladelpar was submitted to the FDA in December 2023; The addition of CymaBays investigational lead product candidate, seladelpar for the treatment of primary biliary cholangitis (PBC) including pruritus, complements Gileads existing liver portfolio and aligns with its long-standing commitment to bringing transformational medicines to patients; Seladelpar is an investigational, oral, selective peroxisome proliferator-activated receptor delta (PPAR) agonist, shown to regulate critical metabolic and liver disease pathways. The United States Food and Drug Administration (FDA) has completed its filing review and accepted a New Drug Application for seladelpar and granted priority review with a Prescription Drug User Fee Act target action date of August 14, 2024; The transaction was approved by both the Gilead and CymaBay Boards of Directors and is anticipated to close during the first quarter of 2024, subject to regulatory approvals and other customary closing conditions; Under the terms of the merger agreement entered into in connection with the transaction, a wholly-owned subsidiary of Gilead will promptly commence a tender offer to acquire all of the outstanding shares of CymaBays common stock at a price of $32.50 per share in cash, which offer price represents a 27 percent premium to CymaBays closing share price on February 9, 2024; Upon FDA approval of seladelpar, the proposed transaction is expected to enhance Gileads revenue growth, and it is also expected that the transaction will be approximately neutral to earnings per share in 2025 and significantly accretive thereafter; Consummation of the tender offer is subject to a minimum tender of at least a majority of then-outstanding CymaBay shares, the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act and other customary conditions; Outside date August 12, 2024 (autoextends to November 12, 2024); Currently, the only FDA-approved treatments for PBC are ursodeoxycholic acid (UCDA), also known as ursodiol, an isomer of chenodeoxycholic acid and the synthetic bile acid analog obeticholic acid (Ocaliva, Intercept Pharmaceuticals, Inc.); GILD does not have any PBC related products;
>50% tender; HSR expiry;
CCLP
KGS
CSI Compressco LP
Kodiak Gas Services, Inc.
19-December-23
30-April-24
Merger
Friendly
Industrial
0.00000
0.08600
2.04000
854.00000
-0.02652
0.15548
0.50000
0.02
0.00
0.00000
2.16548
2.01000
0.16842
0.53056
69
Jefferies
Barclays
Vinson
King
Definitive merger agreement; CSI Compressco is a provider of compression services and equipment for natural gas and oil production, gathering, artificial lift, transmission, processing, and storage; All-equity acquisition to create the industrys largest contract compression fleet of 4.3 million revenue-generating horsepower; Expected annual run-rate cost synergies of at least $20 million; Kodiak shareholders will realize immediate accretion to Discretionary Cash Flow and Free Cash Flow per share upon closing; Transaction benefits to CSI Compressco unitholders include a significantly increased dividend, greater stock trading liquidity and significant opportunities for long-term value appreciation; Upon closing, CSI Compressco unitholders will own approximately 14% of the combined company on a fully diluted basis; The transaction has been approved by the Board of Directors of Kodiak and the Board of Directors of CSI Compressco GP LLC. Certain unitholders of CSI Compressco, including Spartan Energy Partners LP, which controls the CSI Compressco GP LLC, Merced Capital LP and Orvieto Fund that collectively own more than 50% of CSI Compresscos outstanding units have entered into support agreements, pursuant to which they have agreed to vote their CSI Compressco units in favor of the merger upon effectiveness of the S-4 Registration Statement with the SEC; The transaction is expected to close in the second quarter of 2024, subject to certain regulatory approvals and other closing conditions, including Hart Scott Rodino Act clearance; Valuation: 6.9x EBITDA (LTM), 2.24x sales (LTM); Outside date September 1, 2024;
>50% vote target; HSR expiry (filed Jan 3 2024, pulled and refiled Feb 6 2024);
CERE
ABBV
Cerevel Therapeutics
AbbVie Inc.
06-December-23
30-June-24
Merger
Friendly
Biotech
45.00000
0.00000
41.04000
8700.00000
0.73077
3.97000
-15.03000
0.03
0.21
0.00000
45.00000
41.03000
3.96000
0.29523
130
Centerview
MS
Latham
Kirkland
Definitive agreement; Cerevel Therapeutics is dedicated to unraveling the mysteries of the brain to treat neuroscience diseases. The company is tackling diseases by combining its deep expertise in neurocircuitry with a focus on targeted receptor subtype selectivity and a differentiated approach to pharmacology. Cerevel Therapeutics has a diversified pipeline comprised of five clinical-stage investigational therapies and several preclinical compounds with the potential to treat a range of neuroscience diseases, including schizophrenia, Alzheimers disease psychosis, epilepsy, panic disorder, and Parkinsons disease; Proposed acquisition adds robust pipeline of assets focused on best-in-class potential for psychiatric and neurological disorders where significant unmet needs remain; Cerevels clinical-stage pipeline complements AbbVies current on-market portfolio and emerging neuroscience pipeline; Emraclidine has the potential to transform the standard of care in schizophrenia and other psychiatric conditions; The boards of directors of both companies have approved the transaction; This transaction is expected to close in the middle of 2024, subject to Cerevel shareholder approval, regulatory approvals, and other customary closing conditions; The proposed transaction is subject to customary closing conditions, including receipt of regulatory approvals and approval by Cerevel shareholders. The proposed transaction is expected to be accretive to adjusted diluted earnings per share (EPS) beginning in 2030; Outside date September 6, 2024, subject to three 90-day auto extensions; Concurrent with the execution of the Merger Agreement, Parent entered into a Support Agreement (the Support Agreement) with BC Perception Holdings, LP providing that, among other things, subject to the terms and conditions set forth therein, such stockholders will support the Merger and the transactions contemplated thereby, including by voting to adopt the Merger Agreement; Signed CA March 28, 2023, as amended as of November 18, 2023;
>50% vote target; HSR expiry (filed Dec 15 2023, pulled and refiled Jan 16 2024, received second request from the FTC Feb 16 2024);
CNSL
Consolidated Communications Holdings, Inc
Searchlight Capital Partners, L.P. / British Columbia Investment
13-October-23
15-January-25
Merger
Friendly
Infrastructure
4.70000
0.00000
4.32000
3100.00000
0.70290
0.39000
-1.55000
0.33800
0.01
0.20
0.00000
4.70000
4.31000
0.38000
0.09827
329
Rothschild
GS / JPMorgan / MS / Wells / Mizuho / RBC / TD
Cravath / Latham
Wachtell / Weil
Definitive agreement; Consolidated Communications Holdings, Inc. is a top 10 fiber provider in the United States; Searchlight is a global private investment firm with approximately $11 billion in assets under management and offices in New York, London and Toronto; Searchlight, in the aggregate, is currently the beneficial owner of approximately 34% of the Companys outstanding shares of common stock, as well as the holder of 100% of the Companys outstanding Series A perpetual preferred stock; The purchase price represents a premium of approximately 70% to the closing price of the Companys common stock through April 12, 2023, the last trading day prior to the submission of Searchlight and BCIs initial non-binding proposal to the Companys Board of Directors; The proposed transaction has been unanimously approved by a special committee of independent and disinterested directors of the Board; The Board of Directors of the Company, following recusals of directors affiliated with Searchlight and BCI, has approved the proposed transaction on the unanimous recommendation of the Special Committee; In connection with execution of the Agreement, Consolidated has entered into an amendment (the Amendment) to its credit agreement. The Amendment provides for interim financial covenant relief by increasing the maximum consolidated first lien leverage ratio permitted under the credit agreement, subject to certain conditions. The covenant relief provided for in the Amendment will provide the Company with near-term financial and operational flexibility amid a more challenging operating environment, enabling Consolidated to conservatively continue its fiber build plan between signing and closing. The Amendment will remain in effect following closing of the transaction. In the event the transaction does not close by August 1, 2025, it is expected that the financial covenant will revert to the levels that currently apply; The proposed transaction will result in Consolidated Communications becoming a private company and is expected to close by the first quarter of 2025, subject to customary closing conditions, including receipt of regulatory approvals and approval of the holders of a majority of the voting power represented by the outstanding shares that are entitled to vote thereon and held by shareholders other than Searchlight and BCI, their investment fund affiliates and the directors and officers of the Company; The transaction is not subject to a financing condition; Valuation: 9.1x EBITDA (2024E), 2.77x sales (2024E); Outside date January 15, 2025 (subject to an automatic six-month extension if certain closing conditions have not been satisfied); Parent has obtained equity financing commitments from BCI and certain affiliates of Searchlight (collectively, the Guarantors) in an aggregate amount of $370,000,000 to fund the transactions contemplated by the Merger Agreement. The consummation of the Merger is not subject to a financing condition. The Company is entitled to specific performance, subject to the terms and conditions of the Merger Agreement and the applicable equity commitments, to require each Guarantor to fund its respective equity commitment and Parent to close the transaction, if all closing conditions are met; Jan 19 2024 announced ISS recommends vote For; Jan 23 2024 announced Glass Lewis recommends vote For;
>50% vote target; HSR expiry; FCC; CFIUS; State public utility commissions;
CPE
APA
Callon Petroleum Company
APA Corporation
04-January-24
01-April-24
Merger
Friendly
Oil & Gas
0.00000
1.04250
30.95000
4500.00000
0.13854
-0.20753
-3.94590
0.02
0.00
0.00000
30.72247
30.93000
-0.07406
-0.02164
40
MS / RBC
Citi / Wells
Kirkland
Wachtell
Definitive agreement; Callon Petroleum Company is an independent oil and natural gas company focused on the acquisition, exploration and sustainable development of high-quality assets in the Permian Basin in West Texas; Complements and enhances APAs asset base in the Permian Basin; Expected to be accretive to key financial metrics; Adds to APAs high-quality, short-cycle development inventory and increases oil mix;; Strengthens APAs position as a leading, diversified independent E&P with pro forma production of more than 500,000 barrels of oil equivalent (BOE) per day and pro forma enterprise value in excess of $21 billion; The transaction is expected to be accretive to all key financial metrics and add to APAs inventory of high quality, short-cycle opportunities. Callons assets provide additional scale to APAs operations across the Permian Basin, most notably in the Delaware Basin, where Callon has nearly 120,000 acres; Combination of Callons Delaware-focused footprint with APAs Midland-focused footprint provides scale and balance in the Permian Basin; Estimated overhead, operational and cost-of-capital synergies to exceed $150 million annually; After closing, existing APA shareholders are expected to own approximately 81% of the combined company and existing Callon shareholders are expected to own approximately 19% of the combined company; APA expects to retire the existing debt at Callon and replace it with APA term loan facilities totaling $2.0 billion. The term loan facilities are expected to offer improved optionality for near-term debt reduction. JPMorgan Chase Bank, N.A., Citigroup Global Markets Inc. and Wells Fargo Bank, National Association, LLC have jointly provided $2.0 billion of committed financing for the deal; The transaction has been unanimously approved by the Boards of Directors of both APA and Callon and is expected to close during the second quarter of 2024, subject to customary closing conditions, termination or expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, and approval of the transaction by shareholders of both APA and Callon; Valuation: 5.0x EPS (2025E), 3.2x EBITDA (2025E), 2.9x Adj EBITDA after synergies (2025E), 2.08x sales (2025E); Outside date October 3, 2024 (autoextends three months and extends another three months);
>50% vote target; >50% vote acquiror; HSR expiry (filed Jan 23 2024, attained Fe 22 2023);
CPRI
TPR
Capri Holdings Limited
Tapestry, Inc.
10-August-23
15-March-24
Merger
Friendly
Consumer
57.00000
0.00000
46.43000
8500.00000
0.64692
10.58000
-11.81000
0.03
0.47
0.00000
57.00000
46.42000
10.57000
24.93435
23
Barclays
MS
Wachtell
Latham
Definitive agreement; Capri Holdings Limited is a global fashion luxury group consisting of Versace, Jimmy Choo, and Michael Kors; Tapestry, Inc. is a house of iconic accessories and lifestyle brands consisting of Coach, Kate Spade, and Stuart Weitzman; This acquisition brings together six highly complementary brands with global reach, powered by Tapestrys data-rich customer engagement platform and diversified, direct-to-consumer operating model; Estimated synergies of $200 million; Expected to deliver significant financial returns, including strong double-digit EPS accretion on an adjusted basis and compelling ROIC; The Boards of Directors of each of Tapestry, Inc. and Capri Holdings Limited have unanimously approved the transaction; The transaction is anticipated to close in calendar year 2024, subject to approval by the Capri Holdings shareholders, as well as the receipt of required regulatory approvals, and other customary closing conditions; The transaction is not subject to a financing condition. Tapestry has secured $8.0 billion in fully committed bridge financing from Bank of America N.A. and Morgan Stanley Senior Funding, Inc. The purchase price of approximately $8.5 billion is expected to be funded by a combination of senior notes, term loans, and excess Tapestry cash, a portion of which will be used to pay certain of Capris existing outstanding debt; Valuation: 9.5x EPS (2024E), 8.0x EBITDA (2024E), 6.8x Adj EBITDA after synergies (2024E), 1.45x sales (2024E); Outside date August 10, 2024, subject to two extensions of up to three months each in certain circumstances in order to obtain required regulatory approvals; The Merger Consideration is expected to be financed with a combination of new debt and cash on the Companys balance sheet. In connection with its entry into the Merger Agreement, the Company entered into a bridge facility commitment letter pursuant to which Bank of America, N.A., BofA Securities, Inc., and Morgan Stanley Senior Funding, Inc. committed to provide a $8.0 billion 364-day senior unsecured bridge loan facility, subject to customary conditions. The consummation of the Merger is not subject to any financing condition; Tapestry and Capri will have 5% share of the global luxury goods market behind Chanel (7%), Kering (7%), and LVMH (19%); Signed CA June 13, 2023; Sept 1 2023 increased credit facility from $1.25 billion to $2.0 billion, entered into a term loan agreement for $1.4 billion, and reduced bridge loan from $8.0 billion to $6.6 billion, to finance merger; Nov 15 2023 filed 424b5 for bond offering to fund merger; Nov 17 2023 filed 424B5 for $4.5 billion offering of senior notes; Nov 21 2023 priced $4.5 billion and EUR1.5 billion of senior unsecured notes to fund merger; Nov 27 2023 announced closing of $7.5 billion debt financing to fund merger, terminate bridge facility;
>50% vote target (attained); HSR expiry (filed Aug 31 2023, Nov 3 received second request from the FTC); Australia ACCC; Competition Canada (filed Oct 6 2023); China SAMR (filed Oct 25 2023, attained Jan 10 2024); EC; Japan; Korea; UK CMA;
CSTR
ONB
CapStar Financial Holdings, Inc.
Old National Bancorp
27-October-23
01-April-24
Merger
Friendly
Financial
0.00000
1.15500
18.84000
344.39999
-0.01083
0.09580
0.03
0.00
0.00000
18.89580
18.80000
0.17862
0.09012
40
MS
Keefe
Wachtell
Dykema
Definitive merger agreement; CapStar Bank, with assets of $3.3 billion, provides a relationship-based and highly personal banking experience to small to mid-sized private businesses, professionals, and individuals. Focused on delivering superior flexibility, responsiveness, and customer service, CapStar serves customers through highly-skilled employees, digital channels, as well as 23 financial centers across 13 Tennessee counties; The definitive merger agreement has been approved by the Board of Directors of each company; The transaction remains subject to regulatory approval and the vote of CapStar shareholders; The transaction is anticipated to close in the second quarter of 2024; Valuation: 11.6x EPS (2025E), 0.95x BV, 1.13x TBV; 5% accretive to 2025E EPS; Outside date Oct 27 2024;
>50% vote target; Fed (attained Feb 20 2024); FDIC; Tennessee Department of Financial Institutions and the North Carolina Office of the Commissioner of Banks;
CTLT
Catalent, Inc.
Novo Holdings
05-February-24
31-December-24
Merger
Friendly
Healthcare
63.50000
0.00000
58.49000
16500.00000
0.39132
5.05000
-12.81000
0.02
0.28
0.00000
63.50000
58.45000
5.04000
0.10092
314
Citi / JPMorgan
MS
Skadden / Jones
Goodwin
Merger agreement; Catalent, Inc. is a global leader in enabling pharma, biotech, and consumer health partners to optimize product development, launch, and full life-cycle supply for patients around the world. With broad and deep scale and expertise in development sciences, delivery technologies, and multi-modality manufacturing, Catalent is a preferred industry partner for personalized medicines, consumer health brand extensions, and blockbuster drugs. Catalent is a global Contract Development and Manufacturing Organisation (CDMO) headquartered in Somerset, New Jersey in the US. The company has over 50 global sites and employs more than 18,000 people including 3,000 scientists and technicians; Novo Holdings is a holding and investment company that is responsible for managing the assets and the wealth of the Novo Nordisk Foundation. The purpose of Novo Holdings is to improve peoples health and the sustainability of society and the planet by generating attractive long-term returns on the assets of the Novo Nordisk Foundation; Purchase price represents a premium of 39.1% to the closing price of Catalents common stock on August 28, 2023, the last trading day prior to Catalents announcement that its Board of Directors formed a Strategic and Operational Review Committee to conduct a review of Catalents business, strategy and operations, as well as Catalents capital-allocation priorities with a view towards maximizing value for all Catalent stockholders.; Of Catalents more than 50 global sites, Novo Holdings intends to sell three Catalent fill-finish sites and related assets acquired in the merger to Novo Nordisk (CPH: NOVO), in which Novo Holdings has a controlling interest, shortly after the closing of the merger. These three sites are located in Anagni, Italy; Bloomington, Indiana, USA; and Brussels, Belgium; The merger is expected to close towards the end of calendar year 2024, subject to customary closing conditions, including approval by Catalent stockholders and receipt of required regulatory approvals; The transaction is not subject to any financing contingency; Following an evaluation of possible value-maximizing alternatives, the Catalent Board unanimously determined that the transaction with Novo Holdings, which delivers a premium and certain cash value, is in the best interest of Catalent. Accordingly, the Catalent Board unanimously recommends that Catalent stockholders vote in favor of the merger; Elliott Investment Management L.P. and certain of its affiliates have entered into a support agreement pursuant to which they have agreed to vote their shares of Catalent common stock in favor of the merger; Novo Nordisk will acquire the three manufacturing sites for an upfront payment of 11 billion USD; Valuation: 40.8x EPS (2025E), 17.3x EBITDA (2025E), 3.52x sales (2025E); Outside date February 5, 2025, automatically be extended by three (3) months on each of four (4) occasions; Novo Holdings has provided an equity commitment to Parent in the aggregate amount of $16,650,000,000 for the purpose of financing the transactions contemplated by the Merger Agreement; The Company has also agreed to use commercially reasonable efforts to cooperate with Novo Holdings and Novo Nordisk in connection with planning efforts for the Carve-Out such that the Carve-Out can be implemented as promptly as reasonably practicable following closing of the Merger. The consummation of the Carve-Out is not a condition to closing of the Merger;
>50% vote target; HSR expiry; CFIUS;
CVLY
ORRF
Codorus Valley Bancorp, Inc.
Orrstown Financial Services, Inc.
12-December-23
30-September-24
Merger
Friendly
Financial
0.00000
0.87500
23.00000
207.00000
0.03645
0.37750
-0.43768
0.04
0.46
0.00000
23.17750
22.80000
1.00221
0.07329
222
Keefe
RJ
Holland
Goodwin
Definitive agreement; Merger of Equals transaction creating a premier Pennsylvania and Maryland community bank with approximately $5.2 billion in assets and a market capitalization of approximately $460 million; Closing expected to occur in the third quarter of 2024; Unanimously approved by the Boards of Directors; Orrstown shareholders will own approximately 56% of the outstanding shares of the combined company and Codorus Valley shareholders will own approximately 44% of the outstanding shares of the combined company; The transaction is expected to close in the third quarter of 2024, subject to satisfaction of customary closing conditions, including receipt of required regulatory approvals and approvals from Orrstown and Codorus Valley shareholders; Codorus Valley directors and executive officers have entered into agreements with Orrstown pursuant to which they have committed to vote their shares of Codorus Valley common stock in favor of the merger of Codorus Valley with and into Orrstown. Orrstown directors and executive officers have entered into agreements with Codorus Valley pursuant to which they have committed to vote their shares of Orrstown common stock in favor of the issuance of Orrstown shares to Codorus Valley shareholders in the merger; Valuation: 12.2x EPS (2024E), 1.12x BV, 1.13x TBV; Outside date December 31, 2024;
>50% vote target; >50% vote acquiror; Fed; FDIC;
CWBC
CVCY
Community West Bancshares
Central Valley Community Bancorp
11-October-23
01-April-24
Merger
Friendly
Financial
0.00000
0.79000
14.41000
99.40000
-0.11540
0.18900
0.04
0.00
0.00000
14.29900
14.11000
0.25128
0.17477
40
Piper
Janney
Husch
Buchalter
Agreement of Reorganization and Merger; Community West Bancshares is a financial services company with headquarters in Goleta, California. The Company is the holding company for Community West Bank, the largest publicly traded community bank (by assets) serving Californias Central Coast area of Ventura, Santa Barbara and San Luis Obispo Counties. Community West Bank has seven full-service California branch banking offices in Goleta, Santa Barbara, Santa Maria, Ventura, San Luis Obispo, Oxnard and Paso Robles. The principal business activities of the Company are relationship banking, manufactured housing lending and government guaranteed lending; The transaction is subject to customary closing conditions, including regulatory approvals and shareholder approval from both parties; The Central Valley Community Bancorp and Community West Bancshares boards of directors have unanimously approved the transaction, which is expected to close in the second quarter of 2024; Based on the closing price of Central Valley Community Bancorp stock on October 10, 2023, the transaction is valued at $99.4 million, or $11.15 per Community West Bancshares common share; At the close of the transaction, the combined company will retain the banking offices of both banks and anticipates no branch closings as a result of the merger. Upon the closing of the merger the resulting company will assume the name of Community West Bancshares and Central Valley Community Bank will assume the name Community West Bank. The combined companys board of directors will have 15 directors, consisting of nine current directors from Central Valley Community Bancorp and six current directors from Community West Bancshares; Existing Central Valley Community Bancorp shareholders will own approximately 63% of the outstanding shares following the merger, and Community West Bancshares shareholders will own approximately 37%; The directors and certain executives of Community West Bancshares and Central Valley Community Bancorp have entered into agreements pursuant to which they have committed to vote their shares in favor of the acquisition; Valuation: 9.7x EPS (2024E), 0.87 BV, 0.87x TBV; Outside date: June 30, 2024 with an automatic extension of up to 90 days to obtain regulatory approval;
>50% vote target; >50% vote acquiror; Fed; FDIC;
DFS
COF
Discover Financial Services
Capital One Financial Corporation
19-February-24
31-March-25
Merger
Friendly
Financial
0.00000
1.01920
121.92000
35300.00000
0.26586
16.39880
-12.61351
0.04
0.57
0.00000
138.13879
121.74000
23.22106
0.17084
404
PJT / MS
Centerview
Sullivan
Wachtell
Definitive agreement;Discover Financial Services (NYSE: DFS) is a digital banking and payment services company with one of the most recognized brands in U.S. financial services. Since its inception in 1986, the company has become one of the largest card issuers in the United States. The company issues the Discover card, Americas cash rewards pioneer, and offers personal loans, home loans, checking and savings accounts and certificates of deposit through its banking business; Creates a global payments platform at scale, with 70 million merchant acceptance points in more than 200 countries and territories; Positions the combined company to compete with the largest payments companies and deliver enhanced value to a franchise of over 100 million customers; Enables Capital One to leverage its customer base, technology, and data ecosystem to drive more sales for merchants and great deals for consumers and small businesses; Leverages Capital Ones eleven-year technology transformation across a much larger enterprise; Generates $2.7 billion in pre-tax synergies and >15% accretive to adjusted non-GAAP EPS in 2027; Delivers return on invested capital (ROIC) of 16% in 2027 with internal rate of return (IRR) >20%; The transaction is expected to close in late 2024 or early 2025, subject to satisfaction of customary closing conditions, including regulatory approvals and approval by the shareholders of each company; Valuation: 10.0x EPS (2025E), 5.5x EBITDA (2025E), 2.13x sales (2025E); Merger creates 6th largest US bank; The transaction will combine the 3rd largest issuer of Visa and Mastercard credit cards (COF, with a low-teens market share) with DFS, the smallest of the 4 US-based payment networks (V, MC, AXP, and DFS); Feb 20 2024 Massachusetts Democrat Elizabeth Warren says threatens financial stability, reduces competition and raise costs for Americans; Outside date February 19, 2025 (shall be automatically extended to May 19, 2025);
>50% vote target; >50% vote acquiror; Fed; FDIC;
DOC
PEAK
Physicians Realty Trust
Healthpeak Properties, Inc.
30-October-23
01-March-24
Merger
Friendly
Real Estate
0.00000
0.67400
11.22000
4635.82373
-0.00026
-0.00138
0.02
0.00
0.00000
11.20862
11.21000
0.00264
0.00958
9
BofA / KeyBanc / BMO
Barclays / MS / JPMorgan / Mizuho / RBC / Wells
Baker
Latham
Definitive agreement; Merger of equals; Physicians Realty Trust is a self-managed health care real estate company organized to acquire, selectively develop, own, and manage health care properties that are leased to physicians, hospitals and health care delivery systems. Physicians Realty Trust invests in real estate that is integral to providing high quality health care; The combined company will be the leading real estate platform dedicated to healthcare discovery and delivery with a 52 million square foot portfolio, including 40 million square feet of outpatient medical properties concentrated in high-growth markets such as Dallas, Houston, Nashville, Phoenix, and Denver. The combined company also will benefit from both companies extensive relationships with the nations leading health systems; The merger is expected to generate run-rate synergies of at least $40 million by the end of year one and up to $60 million by the end of year two. Given the synergy profile, the transaction is expected to be accretive to run-rate AFFO per share and FFO per share (subject to final merger accounting adjustments) for both Healthpeak and Physicians Realty Trust shareholders; Pro forma for the transaction, Healthpeak and Physicians Realty Trust shareholders will own approximately 77% and 23% of the combined company; The all-stock merger is intended to be a tax-free transaction and is expected to close in the first half of 2024, subject to customary closing conditions, including the approval of both Healthpeak and Physicians Realty Trust shareholders; The respective boards of directors for Healthpeak and Physicians Realty Trust have unanimously approved the transaction; Following the closing of the merger, the combined company is expected to pay an annualized dividend of $1.20 per share, consistent with Healthpeaks current dividend level and representing a pro forma AFFO payout ratio of 80% or below; Barclays, BofA Securities, KeyBanc Capital Markets Inc., Morgan Stanley Senior Funding, Inc., J.P. Morgan, Mizuho Bank, Ltd., RBC Capital Markets, and Wells Fargo provided term loan commitments to Healthpeak; Valuation: 10.6x FFO (2024E), 10.9x AFFO (2024E), 8.24x sales (2024E), 2.97% cap rate; Expected synergies of $40mm - $60mm; Outside date July 31, 2024;
>50% vote target; >50% vote acquiror;
DOOR
OC
Masonite International Corporation
Owens Corning
09-February-24
30-June-24
Plan
Friendly
Industrial
133.00000
0.00000
129.92999
3900.00000
0.37667
3.10000
-33.29000
0.02
0.09
0.00000
133.00000
129.89999
3.09000
0.06823
130
GS / Jefferies
MS / Lazard
Wachtell / Cassels
Davis / Stikeman
Definitive agreement; Masonite International Corporation is a leading global provider of interior and exterior doors and door systems; Expands Owens Cornings leadership position in branded residential products with a leading manufacturer of innovative interior and exterior doors and door systems; Owens Corning is a global building and construction materials leader committed to building a sustainable future through material innovation. Our three integrated businesses Roofing, Insulation, and Composites; Creates a scalable new growth platform within a $27 billion addressable market leveraging combined commercial, operational, and innovation capabilities; Estimated cost synergies of approximately $125 million generated through scale and operational savings; The implied transaction value is approximately $3.9 billion, implying a purchase multiple of approximately 8.6x 2023E adjusted EBITDA or 6.8x when including synergies of $125 million; The addition of Masonites market-leading doors business creates a new growth platform for Owens Corning, strengthening the companys position in residential building materials and extending its offering of highly valued products and brands. Leveraging Owens Cornings unique commercial capabilities and proven go-to-market model serving contractors, builders, and distributors, the company expects to build on Masonites strong track record of innovation, brand quality, and category excellence to further grow in the doors market; The acquisition of Masonite and entry into doors adds a highly complementary line of innovative products and advances Owens Cornings strategy to expand its building materials offering in residential applications; On a synergized basis, the acquisition is expected to be low double-digit percentage accretive to free cash flow by the end of 2025; The transaction will be implemented by way of a statutory plan of arrangement pursuant to the Business Corporations Act (British Columbia); The Boards of Directors of both companies have unanimously approved the transaction; The transaction is expected to close mid-2024, subject to Masonite shareholder approval, regulatory approvals, and other customary closing conditions including the issuance of interim and final orders by the Supreme Court of British Columbia approving the plan of arrangement; The transaction will be financed by cash on hand and committed debt financing of $3 billion provided by Morgan Stanley Senior Funding, Inc; Following the closing, Masonite will operate as a reportable segment and will maintain Masonites brands and a presence in Tampa, Florida; The receipt of financing by Owens Corning is not a condition to Owens Cornings obligations to complete the Arrangement; Outside date February 8, 2025 (subject to two automatic extensions of three months each, to May 8, 2025 and to August 8, 2025); Signed CA July 19, 2023; Valuation: 12.4x EPS (2025E), 8.0x EBITDA (2025E), 6.3x Adj EBITDA after synergies (2025E), 1.33x sales (2025E);
66 2/3 vote target; HSR expiry; Competition Canada; Investment Canada; Mexico;
DSKE
TFII
Daseke, Inc.
TFI International Inc.
22-December-23
15-April-24
Merger
Friendly
Industrial
8.30000
0.00000
8.24000
1100.00000
0.69043
0.07000
-3.32000
0.01
0.02
0.00000
8.30000
8.23000
0.06000
0.05032
54
JPMorgan
Kirkland
Scudder
Definitive agreement; Daseke, Inc. is premier North American transportation solutions specialist dedicated to servicing challenging industrial end markets; Dasekes operations include approximately 4,900 tractors, 11,000 flatbed and specialized trailers, and one million square feet of industrial warehousing space, offering comprehensive transportation and logistics solutions for major shippers; Unanimous approval of Dasekes board of directors; The transaction is expected to close during the second quarter of 2024, subject to Daseke common stockholder approval, regulatory approvals and other customary closing conditions; Closing is not subject to any financing condition; Daseke will operate its portfolio of brands as part of TFI Internationals Truckload segment; Management expects the transaction to be EPS-neutral to TFI International in 2024, and accretive by at least $0.50 per share in 2025 based on current market conditions; The merger agreement has been unanimously approved by the Boards of Directors of TFI International and Daseke; Valuation: 21.8x EPS (2024E), 5.5x EBITDA (2024E), 0.67x sales (2024E); Completion of the Merger is not subject to a financing condition; Outside date September 21, 2024 (provided that such date will be automatically extended to December 20, 2024 if the expiration or termination of the waiting period applicable to the Merger under the HSR Act, or the expiration or termination of waiting periods applicable to the Merger, or the receipt of clearance of the Merger, under the antitrust, foreign investment and transportation laws of certain other jurisdictions has not occurred); Signed CA December 1, 2023;
>50% vote target; HSR expiry (filed Jan 9 2024, attained Feb 8 2024); Competition Canada (filed Jan 18 2024, attained Feb 1 2024); Canada Transportation Act (filed Jan 18 2024);
EGLE
SBLK
Eagle Bulk Shipping Inc.
Star Bulk Carriers Corp.
12-December-23
12-April-24
Merger
Friendly
Industrial
0.00000
2.62110
60.55000
916.94562
0.17292
0.47679
-8.51138
0.01
0.05
0.00000
60.96679
60.49000
0.72162
0.08858
51
Houlihan
Akin / Hogan
Cravath
Definitive agreement; Eagle Bulk Shipping Inc. is one of the worlds largest owner-operators within the midsize dry bulk vessel segment; Unanimously approved by the boards of directors of both companies; Upon the close of the transaction, Star Bulk and Eagle shareholders will own approximately 71% and 29% of the combined company on a fully diluted basis, respectively; The transaction is expected to generate at least $50 million in annual cost and revenue synergies within 12-18 months following close through commercial operations integration and economies of scale, including reductions in general and administrative expenses; The transaction is expected to close in the first half of 2024, subject to approval by Eagle shareholders, receipt of applicable regulatory approvals and satisfaction of other customary closing conditions; Valuation: 11.6x EPS (2024E), 6.7x EBITDA (2024E), 2.75x sales (2024E); Jefferies: Given the fragmented nature of the dry bulk sector there is little anti-trust risk (the combined entity would have a 2% market share of the ~9,400 Handymax and larger vessels in the global fleet); Go-shop expires January 10, 2024; Outside date September 11, 2024 or, as applicable, the extended end date of December 11, 2024;
>50% vote target; HSR expiry (filed Dec 22 2023, attained Jan 22 2024); German FCO (filed Jan 3 2024, cleared Jan 12 2024); Korea FTC (filed Jan 10 2024, attained Feb 6 2024);
ERF
CHRD
Enerplus Corporation
Chord Energy Corporation
21-February-24
31-May-24
Plan
Friendly
Oil & Gas
1.84000
0.10125
17.55000
3753.64966
0.21332
0.33395
-2.80861
0.11
0.25900
17.87395
17.54000
0.52543
0.11375
100
Evercore / RBC / BMO / CIBC
Citi / Wells / JPMorgan
Blakes / Latham
Vinson / Goodmans
Definitive arrangement agreement; Enerplus is an independent North American oil and gas exploration and production company focused on creating long-term value for its shareholders through a disciplined, returns-based capital allocation strategy and a commitment to safe, responsible operations; The combined company will have a premier Williston Basin position with deep, low-cost inventory, approximately 1.3 million net acres, combined 4Q23 production of 287 MBoepd, and enhanced free cash flow generation to return capital to shareholders; Upon completion of the transaction, Chord shareholders will own approximately 67% of the combined company and Enerplus shareholders will own approximately 33% on a fully diluted basis; Valuation: 7.0x EPS (2025E), 3.7x EBITDA (2025E), 2.08x sales (2025E); The transaction is expected to be accretive to all metrics, including: i) cash flow per share, ii) free cash flow per share, iii) net asset value and iv) return of capital. Significant synergies allow for additional potential accretion in 2025 and beyond; The combined company expects to benefit from administrative, capital and operating synergies of up to $150 million per year. Administrative synergies are expected to begin immediately in 2024 and increase in 2025 up to $40 million. Capital synergies are expected to increase up to $55 million during 2025, and operating synergies initiate in 2025 and are expected to increase up to $55 million in 2026. The combined company will leverage best practices to further advance efficiencies across the business. The after-tax present value of synergies is expected to exceed $750 million; It is anticipated that the quarterly dividend payments made by Enerplus until closing of the transaction will be equalized to those made by Chord, after giving effect to the exchange ratio, through an additional Enerplus dividend declared shortly prior to the closing; The transaction will be structured as a plan of arrangement under the Business Corporations Act (Alberta) and is subject to the approval of (i) at least two-thirds of the votes cast by holders of Enerplus common shares at a meeting to be called to consider the transaction and (ii) if required under applicable Canadian securities laws, a majority of the votes cast by Enerplus shareholders at such meeting; The issuance of shares of Chord common stock is subject to the approval of the majority of votes cast by holders of shares of Chord common stock in connection with the transaction, pursuant to the rules of the NASDAQ; The combination has been unanimously approved by the boards of directors of both companies. The transaction is expected to close by mid-year 2024;
66 2/3 vote target; Majority of minority vote target; >50% vote acquiror; HSR expiry;
EVBG
Everbridge, Inc.
Thoma Bravo
05-February-24
22-April-24
Merger
Friendly
Tech
28.60000
0.00000
28.28000
1500.00000
0.20219
0.33000
-4.48000
0.01
0.07
0.00000
28.60000
28.27000
0.32000
0.06967
61
Qatalyst
Cooley
Kirkland
Definitive agreement; Everbridge, Inc. is a global leader in critical event management (CEM) and national public warning solutions; The transaction is expected to help accelerate the Companys continued growth at a time of rising global uncertainty and increased prioritization of public safety and operational continuity; Everbridge was founded in the aftermath of 9/11 with the mission of helping to keep people safe and organizations running amid critical situations. Its suite of Software-as-a-Service (SaaS) products encompassing mass notification, IT incident management, travel risk management, physical security information management, population alerting, and risk intelligence, has positioned Everbridge as a trusted partner to meet the evolving needs of a diverse base of 6,500+ customers through a comprehensive and unified interface; Everbridge customers include multi-national enterprises across industries such as financial services, manufacturing, retail, transportation, energy & gas, and education, as well as national, state, and local government bodies and U.S. Federal agencies; The transaction, which was approved by the Everbridge Board of Directors, is expected to close in the second calendar quarter of 2024, subject to customary closing conditions, including approval by Everbridge shareholders and the receipt of required regulatory approvals; The transaction is not subject to a financing condition; The agreement includes a 25-day go-shop period expiring on February 29, 2024, which permits the Everbridge Board and its advisors to actively initiate and solicit alternative acquisition proposals from certain third parties; Also on February 4, 2024, in connection with the execution of the Merger Agreement, the Thoma Bravo Fund delivered to Everbridge an equity commitment letter pursuant to which the Thoma Bravo Fund has committed to invest in Parent the cash amounts set forth therein for the purpose of funding up to the full amount of the aggregate merger consideration payable therein; Outside date August 4, 2024, which may be extended to November 4, 2024 if certain closing conditions related to the receipt of required regulatory approvals have not been satisfied; Valuation: 14.0x EPS (2024E), 12.7x EBITDA (2025E), 3.11x sales (2025E); Signed CA November 18, 2023;
>50% vote target; HSR expiry;
FNCB
PFIS
FNCB Bancorp, Inc.
Peoples Financial Services Corp.
27-September-23
30-June-24
Merger
Friendly
Financial
0.00000
0.14600
5.97000
129.00000
0.05130
0.13028
-0.15761
0.04
0.45
0.00000
5.90028
5.77000
0.21966
0.11060
130
Stephens
Cedar Hill / DA Davidson
Cozen
Troutman
Definitive agreement; FNCB Bancorp, Inc. is the $1.9 billion bank holding company of FNCB Bank. Locally-based since 1910, FNCB Bank continues as a premier community bank in Northeastern Pennsylvania offering a full suite of personal, small business and commercial banking solutions with industry-leading mobile, online and in-branch products and services; Under the terms of the definitive agreement, which was unanimously approved by the boards of directors of both companies, upon the completion of the merger, the FNCB shareholders would receive 0.1460 shares of Peoples common stock for each share of FNCB common stock they own; The pro forma post-merger shareholder ownership split would be approximately 71% for Peoples and 29% for FNCB; Strategic merger that creates a bank holding company with nearly $5.5 billion in assets and a combined market capitalization of approximately $444 million; The transaction is projected to deliver 59% EPS accretion to Peoples 2025 estimated EPS and inclusive of all merger synergies, with a tangible book value earn-back period of 2.4 years; The transaction is projected to be 40+ accretive to FNCBs EPS. In addition, post-closing, Peoples plans to raise its quarterly dividend to $0.6175 per share, or to $2.47 per share on an annual basis, which will create no dilution for FNCB shareholders. Peoples post-closing annual cash dividend is projected to be 51%+ higher than current levels; The transaction is expected to close in the first half of 2024, subject to satisfaction of customary closing conditions, including regulatory approvals and shareholder approval from both Peoples and FNCB shareholders; FNCB directors have entered into agreements with Peoples pursuant to which they have committed to vote their shares of FNCB common stock in favor of the merger. Peoples directors have entered into agreements with FNCB pursuant to which they have committed to vote their shares of Peoples common stock in favor of the merger; Valuation: 1.0x BVPS, 1.0x TBVPS; Outside date Sept 27 2024;
>50% vote target; >50% vote acquiror; Fed; FDIC;
FREE
Whole Earth Brands, Inc.
Sababa Holdings FREE, LLC (Martin Franklin)
13-February-24
13-May-24
Merger
Friendly
Food
4.87500
0.00000
4.78000
637.17175
0.56250
0.10500
-1.65000
0.20780
0.03
0.06
0.00000
4.87500
4.77000
0.09500
0.09175
82
Jefferies
Citi
DLA
Greenberg
Definitive agreement; Whole Earth Brands, Inc. is a global food company enabling healthier lifestyles through premium plant-based sweeteners, flavor enhancers and other foods; A 56% premium over the Companys share price at market close on June 23, 2023 prior to receiving Sababas initial $4.00 per share bid; A special committee of the Companys board of directors (the Board), consisting solely of disinterested members of the Board (the Special Committee), in consultation with its independent financial and legal advisors, unanimously recommended the Transaction and the disinterested members of the Board unanimously approved the Transaction; Conclusion of a comprehensive review of strategic alternatives; The Transaction is expected to close in the second quarter of 2024; Consummation of the Transaction is conditioned on, among other things, the approval at a special meeting of the Companys stockholders (i) of the holders of a majority in voting power of the Companys outstanding stock and (ii) of the holders of 66 2/3% of the Companys outstanding stock not owned by Sababa, and is subject to other customary closing conditions, including the expiration of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976; The Transaction is not subject to any financing conditions; Silver Point Finance LLC and Fortress Credit Corp. and its affiliates are providing debt financing in connection with the Transaction; Sweet Oak is a Delaware limited liability company that is controlled by Sir Martin E. Franklin and owns Royal Oak Enterprises, LLC (Royal Oak). Sir Martin is also the controlling member of Sababa. Upon completion of the Transaction, Rhone Capital VI L.P. (through certain affiliated funds) will become an indirect owner of Sweet Oak, which will own both the Company and Royal Oak. Royal Oak is a leading manufacturer and distributor of branded and private label fire building products, including charcoal, artificial firelogs, matches, lighter fluid and other consumable products; Martin Franklin owns 8.9 million shares (20.8%); Valuation: 12.8x EPS (2025E), 7.4x EBITDA (2025E), 1.10x sales (2025E); Outside date August 12, 2024; Pursuant to a commitment letter, dated February 11, 2024 (the Debt Commitment Letter), provided to Parent by Silver Point Finance, LLC (acting directly or indirectly through its parent or one or more of its direct or indirect affiliates, managed funds or accounts) and Fortress Credit Corp., on behalf of itself and/or as agent on behalf of one or more funds or accounts managed by affiliates of Fortress Credit Corp. (collectively, the Initial Incremental Lenders), the Initial Incremental Lenders committed to provide, on the terms and subject to the conditions set forth in the Debt Commitment Letter, at or prior to the closing of the Merger, an incremental term loan facility of $375,000,000, subject to certain customary conditions; Pursuant to an equity commitment letter, dated February 12, 2024, Sweet Oak Holdings LP, a newly formed Delaware limited partnership which indirectly owns Parent (Newco), has committed to purchase, or cause to be purchased, directly or indirectly, at or prior to the Effective Time, securities of Parent for an aggregate purchase price in cash not to exceed $300,000,000, subject to the terms and conditions set forth in the equity commitment letter. The commitment contemplated by the equity commitment letter will be funded by Newco via the proceeds of an equity investment in Newco to be made by Rhone Partners VI L.P., a Cayman Islands limited partnership, Rhone Offshore Partners VI L.P., a Cayman Islands limited partnership, and Rhone Partners VI (DE) L.P, a Delaware limited partnership (collectively, the Guarantors), contemporaneously with the Closing, subject to the satisfaction of certain conditions precedent to such investment beyond the conditions set forth in the Merger Agreement; Signed CA August 14, 2023;
>50% vote target; 66 2/3 of minority vote target; HSR expiry;
GAN
6460
GAN Limited
Sega Sammy Creation Inc.
08-November-23
15-November-24
Merger
Friendly
Games
1.97000
0.00000
1.52000
75.75351
1.21348
0.46000
-0.62000
0.08
0.43
0.00000
1.97000
1.51000
0.45000
0.42653
268
B Riley
SMBC
Sheppard
Greenberg
Definitive agreement; GAN Limited is a leading North American B2B technology provider of real money internet gaming solutions and a leading International B2C operator of Internet sports betting; The Sega Sammy Holdings, Inc. the holding company for a group of companies comprising the Entertainment Contents Business, which offers a diversity of fun through consumer and arcade game content, toys and animation; the Pachislot and Pachinko Machines Business, which conducts everything from development to sales of Pachinko/Pachislot machines; and the Resort Business, which develops and operates hotels; The proposed merger is subject to the approval of GAN shareholders. The Company will ask its shareholders to consider and vote to approve the Merger Agreement at a Special Meeting of Shareholders, which is expected to be held no later than March 31, 2024; Completion of the merger is not subject to a financing condition but is subject to the accuracy of the representations and warranties, performance of the covenants and other agreements included in the Merger Agreement, and customary closing conditions for a transaction of this type, including notification or approval with various gaming regulatory authorities. Assuming satisfaction of those conditions, the Company expects the merger to close during the fourth quarter of 2024; The Company anticipates that this will take some time, and that the closing of the Merger may not occur until late 2024 or early 2025; Outside date February 7, 2025; Valuation: 10.1x EBITDA (2024E), 0.46x sales (2024E);
>50% vote target; CFIUS; HSR expiry; Gaming approvals;
GTH
Genetron Holdings Limited
CEO / Consortium
12-October-23
28-February-24
Merger
Friendly
Healthcare
4.08000
0.00000
3.94000
126.00000
0.44681
0.10000
-1.14456
0.59700
0.01
0.08
-0.05000
4.03000
3.93000
0.09000
2.25647
7
Kroll
Davis
Skadden / King / Latham / Gunderson / Jincheng / Llinks
Definitive Agreement and Plan of Merger; Genetron Holdings Limited is a leading precision oncology platform company in China that specializes in offering molecular profiling tests, early cancer screening products and companion diagnostics development; Immediately following the consummation of the Merger, Parent will be beneficially owned by (i) Mr. Sizhen Wang, co-founder, chairman of the board of directors (the Board) and chief executive officer of the Company (Mr. Wang), (ii) CICC Healthcare Investment Fund, L.P. (CICC Healthcare), (iii) Tianjin Kangyue Business Management Partnership (Limited Partnership) (together with CICC Healthcare, CICC), (iv) Surrich International Company Limited, an investment entity wholly-owned by Wuxi Guolian Development (Group) Co., Ltd. (Wuxi Guolian), (v) Wealth Strategy Holding Limited, (vi) CCB (Beijing) Investment Fund Management Co., Ltd., and (vii) Wuxi Huihongyingkang Investment Partnership (Limited Partnership) (the foregoing (i) through (vii), collectively, the Consortium), and/or (viii) certain affiliates of the members of the Consortium, and (ix) other Rollover Shareholders; The Consortium intends to fund the Merger through a combination of cash contributions from certain members of the Consortium pursuant to their respective equity commitment letters and rollover equity contributions from the Rollover Shareholders; The Merger, which is currently expected to close during the first quarter of 2024, is subject to customary closing conditions, including, among others, (i) that the Merger Agreement shall be authorized and approved by an affirmative vote of shareholders representing at least two-thirds of the Shares present and voting in person or by proxy at an extraordinary general meeting of the Companys shareholders, (ii) that the aggregate amount of Dissenting Shares shall be less than 15% of the total outstanding Shares immediately prior to the Effective Time, and (iii) certain regulatory approvals, including the ODI Approval (as defined in the Merger Agreement) for certain Consortium members in China; As of the date of this press release, members of the Consortium and the other Rollover Shareholders beneficially own Shares representing approximately 59.7% of the total Shares; Outside date October 11, 2024;
> 66 2/3 vote target; <15% dissent;
HA
ALK
Hawaiian Holdings, Inc.
Alaska Air Group, Inc.
03-December-23
02-June-25
Merger
Friendly
Industrial
18.00000
0.00000
13.95000
1900.00000
2.70370
4.06000
-9.08000
0.02
0.31
0.00000
18.00000
13.94000
4.05000
0.22050
467
Barclays
BofA / PJT
Wilson
OMelveny
Definitive agreement; Hawaiian is Hawaiis biggest and longest-serving airline. Hawaiian offers approximately 150 daily flights within the Hawaiian Islands, and nonstop flights between Hawaii and 15 U.S. gateway cities more than any other airline as well as service connecting Honolulu and American Samoa, Australia, Cook Islands, Japan, New Zealand, South Korea and Tahiti; Combined company to maintain Alaska Airlines and Hawaiian Airlines strong, high-quality brands, supported by a single, compelling loyalty offering; Expands fifth largest U.S. airline to a fleet of 365 narrow and wide body airplanes enabling guests to reach 138 destinations through our combined networks and more than 1,200 destinations through the oneworld Alliance; $235 million of expected run-rate synergies; The combined company will unlock more destinations for consumers and expand choice of critical air service options and access throughout the Pacific region, Continental United States and globally; The transaction is expected to enable a stronger platform for growth and competition in the U.S., as well as long-term job opportunities for employees, continued investment in local communities and environmental stewardship; Expected to generate high single digit earnings accretion for Alaska Airlines within the first two years (high-teens three+ years) post-close and mid-teens ROIC by year three, excluding integration costs, with returns above Alaska Airlines cost of capital; The transaction agreement has been approved by both boards; The acquisition is conditioned on required regulatory approvals, approval by Hawaiian Holdings, Inc. shareholders (which is expected to be sought in the first quarter of 2024), and other customary closing conditions. It is expected to close in 12-18 months; Valuation: 184.5x EBITDA (2024E), 0.63x sales (2024E); Hawaiian Airlines is already the states largest carrier and the airlines said that together they will have more than 50% market share there; June 2, 2025, which may be extended to December 2, 2025 in certain circumstances;
>50% vote target; HSR Expiry (filed Jan 8 2024, received second request from DoJ Feb 7 2024); FCC; U.S. Federal Aviation Administration; U.S. Department of Transportation;
HARP
MRK
Harpoon Therapeutics, Inc
Merck
08-January-24
15-March-24
Merger
Friendly
Biotech
23.00000
0.00000
22.95000
680.00000
1.18009
0.06000
-12.39000
0.17500
0.04
0.00
0.00000
23.00000
22.94000
0.05000
0.03516
23
Centerview
Evercore
Goodwin
Covington
Definitive agreement; Harpoon has developed a portfolio of novel T-cell engagers that employ the companys proprietary Tri-specific T cell Activating Construct (TriTAC) platform, an engineered protein technology designed to direct a patients own immune cells to kill tumor cells, and ProTriTACTM platform, applying a prodrug concept to its TriTAC platform to create a therapeutic T-cell engager that is designed to remain inactive until it reaches the tumor; Harpoons lead candidate, HPN328, is a T-cell engager targeting delta-like ligand 3 (DLL3), an inhibitory canonical Notch ligand that is expressed at high levels in small cell lung cancer (SCLC) and neuroendocrine tumors. HPN328 is currently being evaluated in a Phase 1/2 clinical trial (NCT04471727) evaluating the safety, tolerability and pharmacokinetics of HPN328 monotherapy in patients with advanced cancers associated with expression of DLL3. The study is also evaluating HPN328 in combination with atezolizumab in patients with SCLC; Under the terms of the agreement, Merck, through a subsidiary, will acquire all outstanding shares of Harpoon Therapeutics, Inc. for a price per share of $23.00 in cash. The Board of Directors of Harpoon has unanimously approved the transaction; Closing of the acquisition is subject to certain conditions, including approval of the merger by Harpoons stockholders, the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act, and other customary conditions; The transaction is expected to close in the first half of 2024 and will be accounted for as an asset acquisition; We compete in the segments of the pharmaceutical, biotechnology and other related markets that develop immuno-oncology treatments. There are many other companies that have commercialized and/or are developing immuno-oncology treatments for cancer including large pharmaceutical and biotechnology companies, such as AbbVie, Amgen, AstraZeneca/MedImmune, Bristol-Myers Squibb, Johnson & Johnson, Merck, Novartis, Pfizer and Roche/Genentech; Outside date July 8, 2024 (can be extended to Oct 7 2024); Signed CA January 9, 2020, amended on January 6, 2021, September 21, 2023 and December 8, 2023; With respect to our earlier stage pipeline DLL3-targeting TriTAC product candidate, HPN328, we are aware of other competing DLL3-targeting clinical stage therapeutics. These include, but are not limited to, T cell engagers from Amgen Inc. and Boehringer Ingelheim; and CAR-T from Allogene Therapeutics. With respect to HPN217, we are aware of other competing BCMA-targeting clinical stage therapeutics, which include, but are not limited to: T cell engagers from Amgen Inc., Pfizer Inc., Janssen Pharmaceuticals, Inc., Bristol-Myers Squibb Company, AbbVie (TeneoBio, Inc.) and Regeneron Pharmaceuticals, Inc., CAR-Ts from Autolus Therapeutics PLC, Arcellx, bluebird bio, Inc./Bristol Myers Squibb Company, Legend Biotech/Janssen Pharmaceuticals, Inc., Novartis AG, and Allogene Therapeutics; antibody drug conjugates from GlaxoSmithKline PLC and Celgene/Sutro Pharmaceuticals; and other modalities from Unum Therapeutics Inc./Seattle Genetics Inc. With respect to HPN601, we are aware of other competing conditionally active or tumor micro environment activated therapeutics, which include, but are not limited to: BioAtla, LLC, Amunix/Sanofi, and CytomX Therapeutics, Inc.;
>50% vote target; HSR expiry (filed Jan 22 2024, attained Feb 21 2024);
HAYN
ANIOY
Haynes International, Inc.
Acerinox
05-February-24
05-August-24
Merger
Friendly
Industrial
61.00000
0.00000
59.58000
970.00000
0.08715
2.04000
-2.88527
0.03
0.41
0.00000
61.44000
59.40000
2.03000
0.07669
166
Jefferies
GS
Kirkland
Paul / Linklaters
Definitive agreement; Haynes International, Inc. is a leading developer, manufacturer and marketer of technologically advanced high-performance alloys; As part of this transaction, Acerinox has committed to investing an additional $200 million into its U.S. operations, including $170 million into Haynes operations; Headquartered in Madrid, Spain, Acerinox is a global leader in manufacturing stainless-steel and high-performance alloys and its subsidiary, North American Stainless, is the largest fully integrated stainless-steel company in the U.S.; The transaction, which has been unanimously approved by the board of directors of both companies, is expected to close in the third calendar quarter of 2024, subject to satisfaction of customary closing conditions, including receipt of regulatory approval and approval by Haynes stockholders; The transaction has been unanimously approved by the Boards of Directors of Haynes and Acerinox; Estimated annual synergies of $71 million; Acerinox plans to finance the transaction using existing available cash on its balance sheet. The transaction includes the absorption of Hayness debt and other adjustments of approximately $172 million. The pro-forma debt of Acerinox is expected to reach 1.5x NFD/EBITDA in 2024, and then fall to 1.2x in 2025, in line with Acerinoxs target through the cycle; The transaction is expected to be immediately accretive to Acerinoxs earnings per share in its first year of ownership, even prior to the realization of $71 million in estimated annual synergies. In addition, the return on capital employed (ROCE) target of 15% is expected to be reached in year one; Acerinox has 31% market share in the U.S.; Valuation: 12.6x EPS (2025E), 9.4x EBITDA (2025E), 5.6x Adj EBITDA after synergies (2025E), 1.51x sales (2025E); Outside date Feb 4 2025 (subject to an automatic extension until August 4, 2025, and a second extension until February 4, 2026, in each case under certain circumstances for the purpose of obtaining certain regulatory approvals);
>50% vote target; HSR expiry; CFIUS;
HES
CVX
Hess Corporation
Chevron Corporation
23-October-23
15-May-24
Merger
Friendly
Oil & Gas
0.00000
1.02500
147.59000
60000.00000
0.04896
10.32625
0.03
0.00
0.00000
157.78625
147.46001
11.93798
0.40251
84
GS / JPMorgan
MS / Evercore
Wachtell
Paul
Definitive agreement; Hess Corporation is a leading global independent energy company engaged in the exploration and production of crude oil and natural gas with leading positions offshore Guyana, the Bakken shale play in North Dakota, the deepwater Gulf of Mexico and the Gulf of Thailand; The acquisition of Hess upgrades and diversifies Chevrons already advantaged portfolio. The Stabroek block in Guyana is an extraordinary asset with industry leading cash margins and low carbon intensity that is expected to deliver production growth into the next decade. Hess Bakken assets add another leading U.S. shale position to Chevrons DJ and Permian basin operations and further strengthen domestic energy security. The combined company is expected to grow production and free cash flow faster and for longer than Chevrons current five-year guidance; The transaction is expected to achieve run-rate cost synergies around $1 billion before tax within a year of closing; The transaction has been unanimously approved by the Boards of Directors of both companies and is expected to close in the first half of 2024; The acquisition is subject to Hess shareholder approval. It is also subject to regulatory approvals and other customary closing conditions; Valuation: 19.1x EPS (2024E), 8.5x EBITDA (2024E), 5.01x sales (2024E); Outside date April 18, 2024 (automatically be successively extended to October 22, 2024, April 22, 2025 and October 22, 2025 if all required applicable regulatory approvals have not been obtained by what would otherwise be the End Date but all other conditions to closing have been satisfied); Dec 7 2023 received second request from the FTC;
>50% vote target; HSR expiry (Dec 7 2023 received second request from the FTC);
HMST
FSUN
HomeStreet, Inc.
FirstSun Capital Bancorp
16-January-24
30-September-24
Merger
Friendly
Financial
0.00000
0.43450
14.04000
286.00000
0.36159
1.08542
-2.91280
0.03
0.27
0.00000
15.05542
13.97000
1.48878
0.18116
222
Keefe
Stephens
Sullivan
Nelson
Definitive merger agreement; HomeStreet, Inc., headquartered in Seattle, Washington, operates as the bank holding company for HomeStreet Bank that provides commercial, mortgage, and consumer/retail banking services primarily in the Western United States. The company offers personal and business checking, savings accounts, interest-bearing, money market accounts, and certificates of deposit; credit cards, insurance, and cash management services; 30%+ accretion to FSUNs 2025 estimated EPS; $175 million equity raise, led by Wellington Management, is fully committed; Combination will create a premier bank operating in the nations best markets in the Southwest and West Coast; FirstSun also announced today that it has entered into investment agreements with investors to raise capital to support the merger, led by Wellington Management (Wellington, and combined the Investors). In aggregate, $175 million of common stock will be issued to those Investors: (a) $80 million of which will be issued to Wellington immediately following todays merger announcement, and (b) the remaining $95 million of which will be issued concurrently with, and subject to, closing of the merger (acquisition equity). The proceeds of this capital are expected to support the pro forma companys balance sheet, resulting in CET1 of 9%+ pro forma at the consolidated BHC level and 10%+ at the bank level; Upon completion of the merger, the shares issued to HomeStreet shareholders are expected to comprise 22% of the outstanding shares of the combined company, the shares issued to Investors in the common stock issuance are expected to represent 14% of the combined company, and the expected remaining ownership of 64% will be held by legacy FirstSun common shareholders; Once completed, the merger will create a premier regional bank with $17 billion in total assets and 129 branch locations across some of the most attractive markets in the United States. The expanded footprint complements FirstSuns current presence in the high growth markets of the Southwest to include HomeStreets strong presence in Southern California, Hawaii, and other key markets in the Pacific Northwest; The financial benefits of the transaction are compelling, with estimated 2025 EPS accretion of 30%+ and a < 2 years earn back on tangible book value dilution; The parties expect the closing of the merger to occur in the middle of 2024, subject to satisfaction of closing conditions, including receipt of customary required regulatory approvals and requisite approval by the shareholders of each company. Principal FirstSun investors, as well as members of the HomeStreet Board of Directors, have executed voting agreements committing to support the transaction. The acquisition equity capital is expected to close concurrently with the merger, subject to the concurrent closing of the merger and other closing conditions; Valuation: 0.56x TBV, 0.55x BV, 15.1x EPS (2025E); Outside date January 16, 2025;
>50% vote target; Fed; FDIC;
HOLI
Hollysys Automation Technologies Ltd.
Ascendent Capital Partners
11-December-23
31-March-24
Merger
Friendly
Industrial
26.50000
0.00000
25.68000
1660.00000
0.42015
0.84000
-7.00000
0.02
0.11
0.00000
26.50000
25.66000
0.83000
0.34707
39
DB
Davis / Mourant / Haiwen
Morrison / Zhong
Agreement; Hollysys is a leading automation control system solutions provider in China, with overseas operations in eight other countries and regions throughout Asia; Hollysys Board has unanimously approved Ascendents all cash offer at 42% premium to the unaffected price as of 23 August 2023; Agreement marks culmination of formal sale process conducted by Special Committee of independent directors; Ascendent Capital Partners is an international private investment firm headquartered in Hong Kong; The acquisition, which concludes a months-long sale process, will be completed through an all-cash transaction valued at approximately US$1.66bn; The Board of Directors of Hollysys (the "Board"), upon the unanimous recommendation of the Special Committee of independent directors, has given its unanimous approval for the transaction; The Board formed the Special Committee of independent directors on October 2, 2023 to run the sale process with the assistance of external advisors. Throughout the process, the Special Committee engaged in extensive discussions with multiple credible offerors who expressed interest in acquiring the Company and a number of buyers participated in such sale process; The deal will be subject to shareholder approval by the Company and certain closing conditions, including customary regulatory approval; Valuation: 14.1x EPS (LTM), 13.8x EBITDA (LTM), 2.06x sales (LTM); Outside date December 11, 2024 (automatically be extended by up to two periods of additional sixty days each); Dec 27 2023 announced end of go-shop, while company received additional offers, non constituted a superior proposal; Unsolicited proposal at $29.00 on Dec 24 2023, a 9.4% premium to Ascendent Capital friendly $26.50 deal; The Consortium is fully confident that its new proposal, at an attractive premium for Hollysys shareholders and backed by credible financing, will be deemed superior by the Hollysys Board; The Consortium stands ready to engage with the Hollysys Board, conclude the due diligence process and sign a merger agreement prior to January 22, 2024; Dazheng Group Acquisition Limited is a BVI-incorporated financial investor founded by sophisticated entrepreneurs and investment banking professionals; Feb 8 2024 shareholders approved Ascendent Capital Partners buyout, received notices of objection from more than 10% of shares;
>50% vote target; China ODI (filed Jan 2 2024); China NDRC; China NSR (filed Jan 5 2024); <10% dissent;
HRT
HireRight Holdings Corporation
General Atlantic / Stone Point Capital
16-February-24
16-May-24
Merger
Friendly
Tech
14.35000
0.00000
14.13000
1650.00000
0.42786
0.23000
-4.07000
0.75000
0.02
0.05
0.00000
14.35000
14.12000
0.22000
0.06864
85
Centerview
GS / RBC
Davis
Paul / Simpson
Definitive agreement; HireRight Holdings Corporation a leading provider of global background screening services and workforce solutions; The Sponsors are currently the beneficial owners of approximately 75% of the Companys outstanding shares of common stock; Dec 11 2023 received unsolicited proposal from General Atlantic and Stone Point Capital at $12.75 cash per share; HireRights Board of Directors formed a Special Committee (the Special Committee), comprised solely of independent directors and advised by its own independent legal and financial advisors, to evaluate the proposal from the Sponsors as well as other alternative proposals or other strategic alternatives; The Special Committee unanimously recommended that the Board approve the transaction, and acting upon the recommendation of the Special Committee, the Board approved the transaction; The transaction is expected to close in mid-2024, subject to approval by stockholders of a majority of the shares not owned by the Sponsors, receipt of regulatory approvals, including receipt of clearance under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, and other customary closing conditions; Valuation: 9.2x EPS (2025E), 7.8x EBITDA (2025E), 2.02x sales (2025E); Outside date August 15, 2024; A group of lenders, including Goldman Sachs and Royal Bank of Canada (the Lenders), have committed to provide Parent with debt financing in an aggregate principal amount of $250 million on the terms and subject to the conditions set forth in a debt commitment letter. The obligations of the Lenders to provide debt financing under the debt commitment letter are subject to customary closing conditions; Parent has delivered limited guarantees from General Atlantic Partners 100, L.P., Trident VII, L.P., Trident VII Parallel Fund, L.P., Trident VII DE Parallel Fund, L.P., and Trident VII Professionals Fund, L.P. (the Guarantors) in favor of the Company and pursuant to which, on the terms and subject to the conditions contained therein, the Guarantors are guaranteeing payment of the Parent Termination Fee payable by Parent under certain circumstances, as well as up to $2 million of enforcement costs and certain indemnification and reimbursement obligations that may be owed by Parent pursuant to the Merger Agreement, subject to the terms and conditions set forth in the Merger Agreement and limited guarantees provided by the Guarantors to the Company;
>50% vote target; HSR expiry;
JNPR
HPE
Juniper Networks, Inc.
Hewlett Packard Enterprise
09-January-24
31-December-24
Merger
Friendly
Tech
40.00000
0.00000
37.21000
14302.09961
0.35593
3.72000
-7.02150
0.03
0.35
0.00000
40.92000
37.20000
3.71000
0.11684
314
GS
JPMorgan / Qatalyst
Skadden
Wachtell / Covington / Freshfields
Definitive agreement; Juniper Networks, Inc. is a leader in AI-native networks; Highly complementary combination enhances secure, unified, cloud and AI-native networking to drive innovation from edge to cloud to exascale; Accelerates long-term revenue growth and expands gross and operating margin; Expected to be accretive to non-GAAP EPS and free cash flow in year 1, post close; Advances HPEs portfolio mix shift toward higher-growth solutions and strengthens high-margin networking business; Combining HPE and Junipers complementary portfolios supercharges HPEs edge-to-cloud strategy with an ability to lead in an AI-native environment based on a foundational cloud-native architecture; Under the terms of the agreement, which has been unanimously approved by the Boards of Directors of HPE and Juniper, Juniper shareholders will receive $40.00 per share in cash upon the completion of the transaction; The transaction is expected to be funded based on financing commitments for $14 billion in term loans. Such financing will ultimately be replaced, in part, with a combination of new debt, mandatory convertible preferred securities, and cash on the balance sheet; The transaction is currently expected to close in late calendar year 2024 or early calendar year 2025, subject to receipt of regulatory approvals, approval of the transaction by Juniper shareholders, and satisfaction of other customary closing conditions; The combination is expected to achieve operating efficiencies and run-rate annual cost synergies of $450 million within 36 months post close; Committed financing for the transaction has been provided by Citigroup Global Markets Inc., JPMorgan Chase Bank, N.A. and Mizuho Bank, Ltd; Valuation: 15.6x EPS (2025E), 11.9x EBITDA (2025E), 8.7x Adj EBITDA after synergies (2025E), 2.60x sales (2025E); Outside date January 9, 2025, subject to three automatic three (3)-month extensions; Company is permitted to continue paying regular quarterly dividends, substantially in accordance with past practice, at a quarterly rate not to exceed $0.22 per share; Signed CA October 2, 2023;
>50% vote target; HSR expiry; EC;
KAMN
Kaman Corp.
Arcline Investment Management, L.P.
19-January-24
29-April-24
Merger
Friendly
Industrial
46.00000
0.00000
45.52000
1800.00000
1.05082
0.69000
-22.98248
0.03
0.03
0.00000
46.20000
45.51000
0.68000
0.08286
68
JPMorgan
MS
Skadden / Wiggin
Latham
Definitive agreement; Kaman Corporation, founded in 1945 by aviation pioneer Charles H. Kaman, and headquartered in Bloomfield, Connecticut, conducts business in the aerospace & defense, industrial and medical markets. Kaman produces and markets proprietary aircraft bearings and components, super precision, miniature ball bearings, proprietary spring energized seals, springs and contacts, wheels, brakes and related hydraulic components for helicopters, fixed-wing and UAV aircraft, complex metallic and composite aerostructures for commercial, military and general aviation fixed and rotary wing aircraft, safe and arming solutions for missile and bomb systems for the U.S. and allied militaries, subcontract helicopter work, restoration, modification and support of our SH-2G Super Seasprite maritime helicopters, support of our heavy lift K-MAX manned helicopter, and development of the KARGO UAV unmanned aerial system, a purpose built autonomous medium lift logistics vehicle; Arcline Investment Management is a growth-oriented private equity firm with $8.9 billion in cumulative capital commitment; Followed a rigorous review of alternatives; The transaction, which has been unanimously approved by the Kaman Board of Directors, is expected to close in the first half of 2024, subject to customary closing conditions, including approval by Kaman shareholders and receipt of required regulatory approvals; Following its unanimous approval of the transaction, the Kaman Board of Directors recommends that Kaman shareholders vote in favor of the transaction; The transaction is not subject to a financing condition; Arcline intends to fund the transaction with a combination of committed debt and equity financing; Outside date Oct 29 2024 (can extend for 3 months); Valuation: 42.4x EPS (2025E), 13.8x EBITDA (2025E), 2.16x sales (2025E); Committed debt financing through Morgan Stanley Senior Funding, Inc.;
>50% vote target; HSR expiry (filed Jan 31 2024); German FCO (filed Feb 15 2024);
KNTE
Kinnate Biopharma Inc.
XOMA Corporation
16-February-24
01-April-24
Tender Offer
Friendly
Biotech
2.33520
0.00000
2.47000
-54.17606
0.02872
-0.12480
-0.19000
0.46000
-0.06
0.00
0.00000
2.33520
2.46000
-0.13480
-0.40205
40
Leerink / Lazard
Wilson
Definitive merger agreement; Kinnate Biopharma Inc. is a clinical-stage precision oncology company; Consideration is between $2.3352 and $2.5879 in cash, consisting of (i) a base cash price of $2.3352 per share and (ii) an additional cash amount of up to $0.2527 per share, plus one non-transferable contingent value right per share, representing the right to receive (a) 100% of the net proceeds payable from any disposition of the Companys investigational pan-RAF inhibitor, exarafenib, and/or any other pan-RAF inhibitors prior to the closing of the merger transaction and (b) 85% of the net proceeds payable from any disposition of other Kinnate assets entered into prior to, or within one year from, closing and received within five years of closing pursuant to a definitive contingent value rights agreement; Following a thorough review process conducted by a special committee of disinterested and independent members (the Special Committee) of Kinnates Board of Directors (the Board), with the assistance of the Special Committees legal and financial advisors, all disinterested and independent members of the Board unanimously determined that the acquisition by XOMA is in the best interests of all Kinnate shareholders, and has, following the unanimous recommendation of the Special Committee, approved the Merger Agreement and related transactions; Pursuant and subject to the terms of the Merger Agreement, a wholly owned subsidiary of XOMA will commence a tender offer (the "Offer") by March 4, 2024 to acquire all outstanding shares of Kinnate common stock. Closing of the Offer is subject to certain conditions, including the tender of Kinnate common stock representing at least a majority of the total number of outstanding shares, the availability of at least $120 million of cash (net of transaction costs, wind-down costs and other liabilities) at closing, and other customary closing conditions; Kinnate officers, directors and shareholders holding approximately 46% of Kinnate common stock have signed support agreements under which such parties have agreed to tender their shares in the Offer and support the merger transaction; Outside date June 16 2024;
>50% tender; HSR expiry; >$120 million cash balance;
KRTX
BMY
Karuna Therapeutics, Inc.
Bristol Myers Squibb
22-December-23
30-June-24
Merger
Friendly
Biotech
330.00000
0.00000
319.88000
12700.00000
0.53353
10.44000
-104.37000
0.04
0.09
0.00000
330.00000
319.56000
10.43000
0.09437
130
GS
Gordon / Citi
Simpson
Covington
Definitive merger agreement; Karuna is a biopharmaceutical company driven to discover, develop and deliver transformative medicines for people living with psychiatric and neurological conditions. Karunas lead asset, KarXT (xanomeline-trospium), is an antipsychotic with a novel mechanism of action (MoA) and differentiated efficacy and safety. Karunas New Drug Application (NDA) for KarXT for the treatment of schizophrenia in adults was accepted for review by the U.S. Food and Drug Administration (FDA), with a Prescription Drug User Fee Act (PDUFA) date of September 26, 2024. KarXT is also in registrational trials both for adjunctive therapy to existing standard of care agents in schizophrenia and for the treatment of psychosis in patients with Alzheimers disease. Bristol Myers Squibb believes KarXT represents a significant revenue contribution opportunity. Bristol Myers Squibb also sees potential from Karunas early-stage and pre-clinical pipeline; The transaction was unanimously approved by both the Bristol Myers Squibb and Karuna Boards of Directors; Bristol Myers Squibb expects to finance the acquisition with primarily new debt issuance; The transaction is expected to close in the first half of 2024, subject to customary closing conditions, including approval of Karuna stockholders and receipt of required regulatory approvals; Outside date December 23, 2024 (autoextends to June 23, 2025); Signed CA December 14, 2023; Bristols neuro platform before the acquisition was very light & early stage. They have a ph2 Alzheimers candidate, ph2 ALS candidate, and an IND-enabling TYK2 candidate in MS; ;
>50% vote target; HSR expiry (filed Jan 9 2024, pulled Feb 8, refiled Feb 12);
LBAI
PFS
Lakeland Bancorp, Inc.
Provident Financial Services, Inc.
27-September-22
31-March-24
Merger
Friendly
Financial
0.00000
0.83190
11.82000
1248.48889
0.18274
0.84328
-1.10398
0.04
0.43
0.00000
12.60328
11.76000
0.89450
0.98594
39
Keefe
Piper
Luse
Sullivan
Definitive merger agreement; Lakeland Bank is the wholly-owned subsidiary of Lakeland Bancorp, Inc. (NASDAQ:LBAI), which had $10.4 billion in total assets at June 30, 2022. With an extensive branch network and commercial lending centers throughout New Jersey and Highland Mills, New York, Lakeland Bank offers business and retail banking products and services; The merger combines two complementary banking platforms to create New Jerseys preeminent super-community bank. The combined company will have more than $25 billion in assets and $20 billion in total deposits; Upon completion of the transaction, which is subject to both Provident and Lakeland shareholder approval, Provident shareholders will own 58% and Lakeland shareholders will own 42% of the combined company; The merger is expected to close in the second quarter of 2023, subject to satisfaction of customary closing conditions, including receipt of customary regulatory approvals and approval by the shareholders of each company; Outside date: 15 months; Valuation: 1.54x TBV, 11.4x EPS (2022E); Dec 20 2023 extended merger agreement to Mar 31 2024;
>50% vote target; >50% vote acquiror; HSR expiry; Fed; FDIC; New Jersey Department of Banking and Insurance;
LBC
WAFD
Luther Burbank Corporation
Washington Federal, Inc
14-November-22
29-February-24
Merger
Friendly
Financial
0.00000
0.33530
9.24000
654.00000
0.03159
-0.01296
-0.29336
0.23160
0.04
0.00
0.00000
9.15704
9.17000
-0.01063
-0.05155
8
Piper
Keefe
Holland
Davis
Definitive merger agreement; Luther Burbank is headquartered in Santa Rosa, California, and operates 10 full-service branches in California, 1 full service branch in Washington, 6 loan production offices in California and 1 loan production office in Oregon; Upon closing of the transaction, which was unanimously approved by the boards of directors of each of Washington Federal and Luther Burbank and is subject to shareholder and regulatory approval and other customary closing conditions, Luther Burbank shareholders will be entitled to receive 0.3353 shares of Washington Federal common stock for each share of Luther Burbank common stock they own; The transaction, which is anticipated to close as early as the second calendar quarter of 2023, will expand Washington Federals franchise into California; Upon completion of the merger, the combined institution will have approximately $29 billion in total assets, $23 billion in total loans and $22 billion in total deposits with over 210 locations in Washington, California, Oregon, Idaho, Utah, Nevada, Arizona, Texas and New Mexico operated through its community bank subsidiary and approximately 2,400 full time employees; As an inducement for WAFD to enter into the Merger Agreement, each director and certain executive officers of Luther Burbank who own shares of LBC Common Stock, reflecting an aggregate of approximately 23.16% of the outstanding LBC Common Stock as of the date of the Merger Agreement, entered into a key shareholder agreement with Luther Burbank and WAFD (collectively, the Key Shareholder Agreements) pursuant to which he or she agreed, among other things, to vote all shares of LBC Common Stock beneficially owned by him or her in favor of adoption and approval of the Merger Agreement and any other matters required to be approved for the consummation of the Proposed Transaction at any meeting of the shareholders of Luther Burbank; Outside date November 30, 2023; Valuation: 0.97x TBV, 14.8x EPS (2023E); Nov 29 2023 extended outside date to February 29, 2024;
>50% vote target; >50% vote acquiror; Fed (attained Jan 30 2024); FDIC (attained Jan 30 2024); Washington State Department of Financial Institutions (attained Oct 13 2023);
LSXMA
SIRI
Liberty SiriusXM Tracking Stock Group
Sirius XM Holdings Inc.
12-December-23
15-July-24
Merger
Friendly
Media
0.00000
8.40000
30.05000
16093.11621
0.58288
9.22656
-5.22933
0.03
0.64
0.00000
39.25656
30.03000
1.33401
0.11562
145
JPMorgan
MS / Solomon
OMelveny
Simpson / Debevoise
Definitive agreement; SiriusXM is the leading audio entertainment company in North America with a portfolio of audio businesses including its flagship subscription entertainment service SiriusXM; Under the terms of the transaction, Liberty will separate LSXM by means of a redemptive split-off of a new subsidiary of Liberty ("SplitCo"), which will hold its shares of SiriusXM and approximately $1.7 billion of estimated attributed net liabilities. In the split-off, holders of each series of LSXM common stock will receive a number of shares of SplitCo stock equal to the Exchange Ratio, calculated as described below, such that LSXM stockholders receive 1 share of New SiriusXM for each share of SiriusXM previously held at LSXM, adjusted for LSXM net liabilities. A wholly owned subsidiary of SplitCo will then merge with SiriusXM, and existing SiriusXM stockholders (other than Liberty Media) will receive 1:1 shares of SplitCo, which will become New SiriusXM; The transaction is intended to be tax-free to LSXM stockholders (except with respect to any cash received in lieu of fractional shares) and SiriusXM stockholders; The Exchange Ratio will be calculated based on (i) the number of shares of SiriusXM held by Liberty, reduced by a net liabilities share adjustment (the "Net Liabilities Share Adjustment"), divided by (ii) the number of adjusted fully diluted shares of LSXM; Liberty Media currently holds 3,205.8 million shares of SiriusXM attributed to LSXM; If the Net Liabilities Share Adjustment and the adjusted fully diluted shares of LSXM were calculated as of June 30, 2024, the Exchange Ratio is estimated to be approximately 8.4 shares in New SiriusXM for each share of LSXM held; LSXM stockholders will own approximately 81% of New SiriusXM, with the SiriusXM minority stockholders owning the remaining 19%; SiriusXM has secured committed financing with availability of $1.1 billion from Morgan Stanley, Bank of America and J.P. Morgan, the net proceeds of which may be used to refinance Liberty Medias 2.75% Exchangeable Notes due 2049 and the existing Liberty Media margin loan secured by SiriusXMs common stock; The transaction has been unanimously approved by Libertys Board, the SiriusXM Special Committee and SiriusXMs Board of Directors; The transaction is expected to be completed early in the third quarter of 2024, subject to approval by a majority of the aggregate voting power of the shares of Liberty SiriusXM common stock present, whether in-person or by proxy, at a stockholder meeting, the receipt by Liberty Media and New SiriusXM of tax opinions from their respective tax counsel, as well as the receipt of required regulatory approvals and the satisfaction of other customary closing conditions; A subsidiary of Liberty Media owning a majority of the outstanding shares of SiriusXM has delivered a written consent approving the transaction on behalf of SiriusXM stockholders; Outside date November 15, 2024;
>50% vote target; Tax opinions; FCC;
MDC
1928
M.D.C. Holdings, Inc.
Sekisui House, Ltd.
18-January-24
15-May-24
Merger
Friendly
Real Estate
63.00000
0.00000
62.51000
4606.83789
0.18666
1.05000
-8.94652
0.21200
0.03
0.11
0.00000
63.55000
62.50000
1.04000
0.07434
84
Vestra
Moelis / Mitsubishi
Paul / Brownstein
Morrison
Definitive agreement; M.D.C. Holdings, Inc. one of the leading homebuilders in the U.S. delivering high-quality homes over the past 50 years; Sekisui House, Ltd. (TSE:1928) is a top-tier house manufacturer in Japan having delivered over 2.62 million homes worldwide since its establishment; By leveraging Sekisui House technologies and cutting-edge building practices cultivated in Japan, MDC expects to deliver higher quality houses that enhance its position in the key states in which it operates. Through the transaction, MDC will accelerate Sekisui Houses Global Vision to "make home the happiest place in the world" by joining the Sekisui House family of brands that includes Woodside Homes, Holt Homes, Chesmar Homes and Hubble Homes; Upon closing, Sekisui House will become the fifth largest housebuilder in the U.S. (based on the number of houses closed in 2022), helping Sekisui House to achieve its target of supplying 10,000 homes outside of Japan by FY2025, sooner than anticipated; Unanimously approved by the Boards of Directors of both Sekisui House and MDC; Closing of the acquisition is expected in the first half of 2024, subject to certain conditions, including approval of the merger by MDCs stockholders, regulatory approvals and other customary conditions; The transaction is not subject to a financing condition; Larry Mizel and David Mandarich and certain of their respective affiliates and estate planning vehicles, who beneficially own approximately 21.2% of MDCs shares, have entered into an agreement, among other things, to vote in favor of the transaction subject to and in accordance with the terms and conditions set forth therein; Valuation: 10.5x EPS (2025E), 8.7x EBITDA (2025E), 0.88x sales (2025E); MDC is the 11th largest U.S. home builder based on closing volume and 9th largest U.S. home builder based on home sale revenues; Outside date July 17, 2024, subject to extension at the election of the Company or Parent for three months if necessary to obtain HSR approval or to resolve an injunction relating to other specified governmental consents;
>50% vote target; HSR expiry; CFIUS;
MGRC
WSC
McGrath RentCorp
WillScot Mobile Mini Holdings Corp.
29-January-24
30-June-24
Merger
Friendly
Industrial
73.80000
1.12844
124.87000
3800.00000
0.11600
3.96324
-9.40866
0.03
0.30
0.00000
128.64323
124.68000
4.82056
0.11239
130
GS
BofA / Rothschild
Morrison
Allen
Definitive agreement; McGrath RentCorp is a leading business-to-business rental company based in Livermore, California; McGrath is a leading provider of temporary and permanent space solutions throughout the United States. This complements WillScot Mobile Minis broad North American footprint and 80-year history as an innovative space solutions provider. The combined company will serve more than 85,000 customers, who will benefit from expanded distribution of Value-Added Products and Services enabling turnkey space solutions, as well as further commercial and operating synergies from the combined branch resources and infrastructure; The acquisition will enhance WillScot Mobile Minis position as a North American leader in turnkey space solutions with a complementary geographic footprint and a more diversified platform, providing enhanced value across key customer segments; The Company expects that the combination will be accretive to earnings per share within twelve months post-closing, based on the Companys successful track record of integrating acquisitions; The acquisition brings together two complementary businesses, enhancing diversity across customer segments; $50 million of run-rate operating synergies expected to be achieved within 24 months of closing; McGrath shareholders will receive for each of their shares either $123.00 in cash or 2.8211 shares of WillScot Mobile Mini common stock, as determined pursuant to the election and allocation procedures in the merger agreement under which 60% of McGraths outstanding shares will be converted into the cash consideration and 40% of McGraths outstanding shares will be converted into the stock consideration; McGrath shareholders will participate in the significant value-creation opportunity from the transaction through approximately 12.6% ownership stake in the combined company and its track record of value creation through synergy realization. McGrath shareholders will also benefit from a tax-free reorganization under IRC Section 368 for the stock portion of the merger consideration; WillScot Mobile Mini has secured committed financing for the transaction by way of a $1.75 billion senior secured bridge credit facility (Bridge Facility), which along with borrowings under WillScot Mobile Minis ABL revolving credit facility (ABL Facility) will fund the cash portion of the purchase price and the repayment of McGraths outstanding debt. In addition, WillScot Mobile Mini has secured commitments to upsize its existing $3.7 billion ABL Facility by $750 million to $4.45 billion; All directors for the respective Boards of WillScot Mobile Mini and McGrath adopted and approved the transaction; The transaction is expected to close in the second quarter of 2024 and is subject to approval by McGrath shareholders, regulatory approvals and other customary closing conditions; JPMorgan Chase Bank, N.A., Wells Fargo Bank, N.A., MUFG Bank, Ltd., Deutsche Bank AG, acting through its branches, Bank of America, N.A., and Bank of Montreal provided financing commitments for the upsize to the ABL Facility and/or the Bridge Facility in connection with the transaction; Valuation: 21.2x EPS (2025E), 10.6x EBITDA (2025E), 9.3x Adj EBITDA after synergies (2025E), 4.24x sales (2025E); Outside date in 9 months, can be extended an additional 3 months; Signed CA September 19, 2023; Signed clean team confidentiality agreement November 29, 2023;
>50% vote target; HSR expiry (filed Jan 29 2024, received second request from the FTC Feb 21 2024);
MIXT
PWFL
MiX Telematics Limited
PowerFleet, Inc.
10-October-23
15-April-24
Scheme
Friendly
Tech
0.00000
3.19050
8.97000
140.53323
0.12640
0.50626
-0.53914
0.01
0.48
0.00000
9.31626
8.81000
0.54630
0.50178
54
RJ / Java
William
DLA
Olshan / Webber
Definitive agreement; MiX was founded in 1996 and has offices in South Africa, the United Kingdom, the United States, Uganda, Brazil, Australia, Romania and the United Arab Emirates as well as a network of more than 130 fleet value-added resellers worldwide; The transaction is expected to close in the first quarter of calendar year 2024; The transaction will immediately increase value to our existing and prospective shareholders with combined total revenue of $279 million and $39 million of adjusted EBITDA. The stronger balance sheet paired with the growth-centric capital structure is expected to propel the combined entity towards ambitious and achievable growth goals, including Rule of 40 performance; In connection with the transaction, Powerfleet and MiX are positioned to secure $75 million in incremental debt which the companies anticipate will be fully executed at or before close. The proceeds from the refinancing of the combined companys balance sheet will be used to redeem in full the outstanding convertible preferred stock held by affiliates of Abry Partners. Transaction-related expenses will be paid from cash on the balance sheet; The closing of the transaction is subject to customary conditions, including required approvals of regulatory authorities and Powerfleet and MiX shareholders; The Scheme Circular and Prospectus are expected to be distributed on or about 5 December 2023; Outside date March 31, 2024; Valuation: 20.6x EPS (2025E), 3.4x EBITDA (2025E), 0.89x sales (2025E);
>50% vote target; >50% vote acquiror; HSR expiry; South Africa;
MOR
NVS
MorphoSys AG
Novartis AG
06-February-24
30-June-24
Takeover Offer
Friendly
Biotech
18.40930
0.00000
17.61000
2899.80005
0.84985
0.80930
-7.64821
0.02
0.10
0.00000
18.40930
17.60000
0.79930
0.13281
130
Centerview
Skadden
Business Combination Agreement; At MorphoSys, we are driven by our mission: More life for people with cancer. As a global commercial-stage biopharmaceutical company, we develop and deliver innovative medicines, aspiring to redefine how cancer is treated. MorphoSys is headquartered in Planegg, Germany, and has its U.S. operations anchored in Boston, Massachusetts. Pelabresib (CPI-0610) is an investigational selective small molecule designed to promote anti-tumor activity by inhibiting the function of bromodomain and extra-terminal domain (BET) proteins to decrease the expression of abnormally expressed genes in cancer. Pelabresib is being investigated as a treatment for myelofibrosis and has not yet been approved by any regulatory authorities; Novartis to launch a voluntary public takeover offer for all MorphoSys shares at a price of 68.00 per share in cash; MorphoSys Management Board and Supervisory Board unanimously support both agreements; As part of the Business Combination Agreement with Novartis, Novartis seeks to obtain exclusive, worldwide rights to develop and commercialize pelabresib, an investigational BET inhibitor, and tulmimetostat, an investigational next-generation dual inhibitor of EZH2 and EZH1, across all indications. Separately, MorphoSys entered into a Purchase Agreement to sell and transfer all rights worldwide related to tafasitamab to Incyte Corporation. Currently, MorphoSys partners with Incyte on the development and commercialization of tafasitamab; MorphoSys Management Board and Supervisory Board unanimously approved both agreements; The offer will contain customary closing conditions, in particular a minimum acceptance threshold of 65% of MorphoSys share capital and regulatory clearances. The closing is currently expected to take place in the first half of 2024; The offer document of the takeover offer will be published by Novartis at a later date in accordance with the provisions of the German Securities Acquisition and Takeover Act, after the German Federal Financial Supervisory Authority (BaFin) has approved the publication; Transaction aligns with Novartis strategic focus on oncology, and strengthens companys efforts in developing next-generation treatment options for cancer; Upon completion of the acquisition, Novartis will own pelabresib (CPI-0610), a novel and potentially practice changing treatment option with a well-tolerated safety profile provided in combination with ruxolitinib for patients with myelofibrosis (MF). It will also include tulmimetostat (CPI-0209), an early-stage investigational dual inhibitor of enhancer of zeste homolog 1 and 2 (EZH1 and EZH2) proteins currently being tested in patients with solid tumors or lymphomas; Valuation: 6.5x sales (2025E);
>65% tender; HSR expiry; EC;
NGMS
ALL
NeoGames S.A.
Aristocrat Leisure Limited
14-May-23
30-April-24
Merger
Friendly
Games
29.50000
0.00000
28.35000
1200.00000
1.29751
1.20000
-15.46000
0.61000
0.03
0.07
0.00000
29.50000
28.30000
1.19000
0.24345
69
Stifel
Latham
Freshfields
Definitive Business Combination Agreement; NeoGames S.A., a technology-driven provider of end-to-end iLottery and iGaming solutions globally; After careful consideration, the Board determined that Aristocrats proposal provides shareholders with compelling value, further validating the strength of the business that NeoGames has built; The Board of Directors of NeoGames unanimously approved the Agreement and has recommended the Transaction; Completion of the Transaction is expected to occur within 12 months, and is contingent upon customary closing conditions, including receipt of regulatory approvals and the approval of NeoGames shareholders; NeoGames shareholders who hold a total of approximately 20,382,242 shares, representing approximately 61% of NeoGames outstanding shares, have executed a support agreement with Aristocrat pursuant to which they have irrevocably agreed to vote in favor of the Transaction; Delivers on Aristocrats online RMG strategy and accelerates growth; Expected to be accretive to EPSA in the first full year of Aristocrat ownership (FY25); The Acquisition will be funded with existing cash. Post-acquisition, Aristocrat will retain a strong balance sheet, with pro forma net debt / EBITDA of approximately 0.7x as at 30 September 2022; The Acquisition is to be effected by way of a two-step process involving a change to the incorporation of NeoGames through a statutory continuation from Luxembourg to the Cayman Islands (Continuation), promptly followed by a merger of a wholly owned subsidiary of Aristocrat with and into NeoGames under the laws of the Cayman Islands (Merger); The Acquisition is expected to be completed during FY24, subject to satisfaction of the conditions; Valuation: 83.8x EPS (2024E), 13.3x EBITDA (2024E), 4.47x sales (2024E); Outside date July 15, 2024 subject to a two-month extension in certain circumstances in which all of the closing conditions other than certain conditions related to the receipt of regulatory approvals are satisfied or waived;
>66.7% vote target; Certain gaming regulatory, antitrust and foreign investment approvals; HSR expiry; Competition Canada; EC; UK CMA;
NS
SUN
NuStar Energy L.P.
Sunoco LP
22-January-24
15-May-24
Merger
Friendly
Industrial
0.00000
0.40000
23.63000
7300.00000
0.31913
1.20320
-4.79737
0.01
0.20
0.00000
24.80320
23.60000
1.45164
0.29613
84
Barclays
Truist
Wachtell
Weil
Definitive agreement; NuStar Energy L.P. (NYSE: NS) is an independent liquids terminal and pipeline operator. NuStar currently has approximately 9,500 miles of pipeline and 63 terminal and storage facilities that store and distribute crude oil, refined products, renewable fuels, ammonia and specialty liquids. The partnerships combined system has approximately 49 million barrels of storage capacity, and NuStar has operations in the United States and Mexico; Sunoco has secured a $1.6 billion 364-day bridge term loan to refinance NuStars Series A, B and C Preferred Units, Subordinated Notes, Revolving Credit Facility, and Receivables Financing Agreement; The transaction has been unanimously approved by the board of directors of both companies and is expected to close in the second quarter of 2024 upon the satisfaction of closing conditions, including approval by NuStars unitholders and customary regulatory approvals; Diversifies business, adds scale, and captures benefits of vertical integration by combining two stable businesses; Continues Sunocos successful capital allocation strategy on a larger scale, improving the Partnerships credit profile, and supporting a growing distribution; More cash flow generation for reinvestment and growth across an expanded opportunity set; Immediately accretive with 10%+ accretion to distributable cash flow per LP unit by the third year following close; At least $150 million of run-rate synergies by the third year following close; Prior to closing, NuStar will make a cash distribution of $0.212 per common unit to its common unitholders; Truist and Bank of America provided committed financing; Valuation: 17.9x EPS (2025E), 9.5x EBITDA (2025E), 4.29x sales (2025E); Outside date nine months following the date of the Merger Agreement (subject to two extensions for a period of three months each by either NuStar or Sunoco under certain circumstances);
>50% vote target; HSR expiry;
NWLI
National Western Life Group, Inc.
Prosperity Life Group
09-October-23
31-March-24
Merger
Friendly
Insurance
500.00000
0.00000
485.95001
1900.00000
0.87063
15.50000
-217.21001
0.29700
0.04
0.07
0.00000
500.00000
484.50000
15.49000
0.34250
39
GS
Citi
Sidley
Debevoise
Definitive merger agreement; National Western Life Group, Inc. is the parent organization of National Western Life Insurance Company, which is the parent organization of Ozark National Life Insurance Company, both stock life insurance companies in aggregate offering a broad portfolio of individual universal life, whole life and term insurance plans, as well as annuity products; The merger has received the unanimous approval of National Westerns Board of Directors; The merger is expected to close in the first half of 2024. It is subject to certain customary closing conditions for a transaction of this type, including approval by National Westerns stockholders, antitrust clearance and receipt of insurance regulatory approvals; National Western stockholders that collectively own common shares representing approximately 29.7% of the total voting power of the Companys common shares (including 99% of the Companys Class B Common Stock) have executed voting and support agreements with SUSA. Under these voting and support agreements, each of these stockholders has agreed to vote all common shares owned by that stockholder in favor of the Merger Agreement and against any alternative transactions; The Merger Consideration will be funded through a combination of (i) cash from internal sources, (ii) a capital commitment from affiliates of Elliott Investment Management L.P. and (iii) borrowing under existing facilities or debt commitments, the aggregate proceeds of which will provide Prosperity Life Group and its affiliates with the funds needed to consummate the merger, including to pay the aggregate Merger Consideration pursuant to the Merger Agreement; The completion of the merger is not conditioned on receipt of financing by Prosperity Life Group or its affiliates; Conclusion of strategic alternatives process announced May 16 2023; Valuation: 25.4x EPS (LTM), 0.8x BV, 0.85x TBV; Outside date July 8, 2024 (or, under certain circumstances, October 8, 2024);
>50% vote target; HSR expiry (filed Nov 3 2023); Insurance approvals;
OLK
TMO
Olink Holding AB (publ)
Thermo Fisher Scientific Inc
17-October-23
31-July-24
Tender Offer
Friendly
Healthcare
26.00000
0.00000
22.10000
3100.00000
0.73565
3.86000
-7.13881
0.63000
0.00
0.35
-0.05000
25.95000
22.09000
3.85000
0.43941
161
JPMorgan / GS / Sweden Bankfilial
Baker
Cravath / Advokatfirman
Purchase Agreement; Olink Holding AB (publ) is a leading provider of next-generation proteomics solutions; The transaction, which is expected to be completed by mid-2024, is subject to customary closing conditions, including receipt of applicable regulatory approvals, and completion of the tender offer; As part of the transaction, Summa Equity AB, Olinks largest shareholder and additional Olink shareholders and management, in aggregate holding more than 63% of Olinks common shares, have entered into support agreements agreeing to tender into the tender offer; Thermo Fisher expects to fund the acquisition using cash on hand and debt financing; Thermo Fisher expects to realize approximately $125 million of adjusted operating income from revenue and cost synergies by year five following close; Valuation: 12.0x sales (2024E); Outside date July 17, 2024 (can be extended 90 days three times); Dec 22 2023 pulled and refiled German regulatory approval, UK CMA to open Phase 1 investigation ;
>90% tender; HSR expiry (attained Nov 14 2023); German FCO (pulled and refiled Jan 15 2024, announced phase 2 review on Feb 20 2024); Iceland (pulled and will refile Jan 15 2024); UK CMA; Sweden FDI Review (announced second phase review Feb 20 2024);
PGTI
PGT Innovations, Inc.
MITER Brands
17-January-24
31-March-24
Merger
Friendly / Hostile
Industrial
42.00000
0.00000
41.81000
3100.00000
0.60305
0.20000
-15.60000
0.10000
0.03
0.01
0.00000
42.00000
41.80000
0.19000
0.04336
39
Evercore
KeyBanc / RBC
Davis
Stinson
Definitive agreement on Jan 17 2024 at a 2.4% premium to DOOR deal, which was terminated; PGT Innovations, Inc. is a designer and manufacturer of patio door and premium window solutions, and recognized leader in technically advanced products for impact rated glass applications; MITER BrandsTM is a nationwide manufacturer of precision-built windows and doors; Jan 2 2023 announced the receipt of an unsolicited proposal from Miter Brands at $41.50 cash per share, a 1.2% premium to DOOR deal; Jan 8 2023 Board of Directors unanimously determined that Miters $41.50 per share proposal is not superior to DOORs, it would reasonably be expected to lead to a superior proposal if Miter is able to improve several aspects of its proposed transaction, Miter previously accumulated a ~10% position in PGTI, during strategic alternatives process Miter delivered a proposal of $38.25 per share they characterized as its best and final offer; The merger agreement has been unanimously approved by the boards of directors of both companies. The transaction will be financed in part by an equity investment from KochEquity Development LLC, the principal investment and acquisition arm of Koch Industries, Inc., and a current investor in MITER; PGTI also announced that it has terminated its merger agreement with Masonite International Corp. dated December 17, 2023; MITER and PGTI entered into their agreement after the PGTI Board unanimously determined that MITERs proposal constituted a Superior Proposal as defined in PGTIs merger agreement with Masonite, dated December 17, 2023. PGTI notified Masonite of its determination and Masonite waived its right to improve the terms of its offer; Valuation: 16.8x EPS (2024E), 10.3x EBITDA (2024E), 1.91x sales (2024E); MITER, on behalf of PGTI, paid the termination fee of $84 million due to Masonite; MITERs transaction with PGTI is expected to close by mid-year 2024, subject to PGTI shareholder approval, regulatory approval and customary closing conditions. MITER has obtained commitment letters for the financing necessary to complete the transaction, which is not subject to a financing condition; MIWD intends to fund the Merger Consideration with proceeds from new debt and equity financing together with cash on hand. Concurrently with the entry into the Merger Agreement, MIWD entered into (i) a debt commitment letter (the Debt Commitment Letter), pursuant to which certain financial institutions (the Lenders) have committed to provide to MIWD up to (a) $1,800,000,000 aggregate principal amount under a senior secured term loan facility and (b) $325,000,000 aggregate principal amount under a senior secured asset-based revolving credit facility and (ii) an equity commitment letter (the Equity Commitment Letter and, together with the Debt Commitment Letter, the Commitment Letters), pursuant to which Koch Equity Development LLC (Koch) has committed to purchase up to $979,000,000 of equity interests in MIWD; Outside date July 16, 2025;
>50% vote target; HSR expiry (filed Jan 23 2024, attained Feb 22 2024);
PXD
XOM
Pioneer Natural Resources
Exxon Mobil Corporation
11-October-23
30-April-24
Merger
Friendly
Oil & Gas
0.00000
2.32340
230.39000
64500.00000
0.17802
12.10284
-24.51212
0.03
0.33
0.00000
242.29285
230.19000
14.11442
0.36998
69
GS / MS / Petrie / BofA
Citi / Centerview
Gibson
Davis
Definitive agreement; Pioneer is a large independent oil and gas exploration and production company, headquartered in Dallas, Texas, with operations in the United States; Transforms ExxonMobils upstream portfolio, more than doubling the companys Permian footprint and creating an industry-leading, high-quality, high-return undeveloped U.S. unconventional inventory position; Expect to generate double-digit returns by recovering more resource, more efficiently and with a lower environmental impact; Combines Pioneers sizeable acreage, entrepreneurial culture and deep industry expertise with ExxonMobils balance-sheet strength, advanced technologies and industry-leading project development capabilities; Plans to accelerate Pioneers net zero Permian ambition from 2050 to 2035; Strengthens U.S. economy and energy security; The merger combines Pioneers more than 850,000 net acres in the Midland Basin with ExxonMobils 570,000 net acres in the Delaware and Midland Basins, creating the industrys leading high-quality undeveloped U.S. unconventional inventory position; Together, the companies will have an estimated 16 billion barrels of oil equivalent resource in the Permian. At close, ExxonMobils Permian production volume would more than double to 1.3 million barrels of oil equivalent per day (MOEBD), based on 2023 volumes, and is expected to increase to approximately 2 MOEBD in 2027; ExxonMobil believes the transaction represents an opportunity for even greater U.S. energy security by bringing the best technologies, operational excellence and financial capability to an important source of domestic supply, benefitting the American economy and its consumers; The merger is anticipated to be accretive immediately and highly accretive mid- to long-term to ExxonMobil earnings per share and free cash flow, with a long cash flow runway; As part of the transaction, ExxonMobil intends to leverage its Permian greenhouse gas reduction plans to accelerate Pioneers net zero emissions plan by 15 years, to 2035; The Boards of Directors of both companies have unanimously approved the transaction, which is subject to customary regulatory reviews and approvals. It is also subject to approval by Pioneer shareholders. The transaction is expected to close in the first half of 2024; Estimated synergies of $2 billion; Valuation: 10.7x EPS (2024E), 6.2x EBITDA (2024E), 5.2x Adj EBITDA after synergies (2024E), 4.41x sales (2024E); Outside date October 10, 2024 (can be extended to Apr 10 2025); Signed CA September 28, 2023;
>50% vote target; HSR expiry (filed Nov 3 2023, received second request from the FTC on Dec 4 2023);
ROVR
BX
Rover Group, Inc.
Blackstone
29-November-23
23-February-24
Merger
Friendly
Consumer
11.00000
0.00000
10.99000
2300.00000
0.29412
0.02000
-2.48000
0.40000
0.02
0.01
0.00000
11.00000
10.98000
0.01000
0.18073
2
GS / Centerview
Evercore / Moelis
Wilson
Kirkland
Definitive agreement; Rover Group, Inc. is the worlds largest online marketplace for pet care; The merger agreement includes a customary 30-day go-shop period expiring on December 29, 2023; The transaction is currently expected to close in the first quarter of 2024, subject to the approval of Rovers stockholders and the satisfaction of required regulatory clearances and other customary closing conditions; The Rover board of directors approved the merger agreement and recommended that Rover stockholders approve the transaction and adopt the merger agreement. Closing of the transaction is not subject to a financing condition; Outside date May 29, 2024; Pursuant to an equity commitment letter dated November 29, 2023 (the Equity Commitment Letter), investment funds affiliated with Blackstone Inc. (the Blackstone Funds) committed to provide Parent, at the consummation of the Merger, with an equity contribution in the amount set forth therein to pay the cash merger consideration and certain other payments and expenses related to the Merger; In connection with the transactions contemplated by the Merger Agreement, on November 29, 2023, certain investors affiliated with Madrona Ventures, Foundry Ventures, Menlo Ventures and True Wind Capital and certain of Rovers directors and named executive officers, in each case in their capacity as stockholders of Rover, have each entered into a voting and support agreement. In total, the stockholders that signed the Voting Agreements hold shares of Company Common Stock representing approximately 40% of Rovers outstanding voting power as of November 27, 2023; Valuation: 55.3x EPS (2024E), 40.3x EBITDA (2024E), 8.19x sales (2024E); Dec 29 2023 go-shop expired and did not receive any alternative acquisition proposals, closing Q1 2024;
>50% vote target; HSR expiry (filed Dec 13 2023, attained Jan 16 2024);
SAVE
JBLU
Spirit Airlines, Inc.
JetBlue Airways
05-April-22
30-September-24
Merger
Friendly / Hostile
Industrial
31.00000
0.00000
6.41000
7600.00000
0.54165
24.60000
0.01
0.00
0.00000
31.00000
6.40000
24.59000
12.37541
222
Barclays / MS
GS
Debevoise
Shearman
Friendly definitive merger agreement at $33.50 cash per share on July 28 2022 after Hostile tender offer at $30.00 on May 16 2022 after Unsolicited proposal from JBLUE at $33.00 cash per share, 42.2% premium to ULCC friendly bid; Spirit Airlines serves destinations throughout the U.S., Latin America and the Caribbean; No JetBlue shareholder vote is required to complete the proposed transaction, which will not be subject to financing contingency. JetBlue has approximately $2.8 billion of cash on hand as of December 31, 2021, and has a variety of unencumbered assets available to finance, worth in aggregate approximately $9 billion; The proposed transaction is expected to deliver $600-700 million in net annual synergies once integration is complete, driven in large part by expanded customer offerings resulting from the greater scale of the network; JetBlue expects the transaction to be accretive to earnings per share in the first full year, excluding integration costs; Given its conviction in securing the necessary regulatory approvals, JetBlue is highly confident that its proposed transaction would be completed on a timely basis and on a timeframe generally consistent with the pending transaction with Frontier. JetBlues proposal contemplates that the definitive agreement for the proposed transaction would contain contractual commitments designed to address any regulatory concern, including, while JetBlue is highly confident in the completion of the transaction, a reverse break-up fee that would become payable to Spirit in the unlikely event the proposed transaction is not consummated for antitrust reasons; JetBlue intends to fund the transaction with cash on hand and debt financing led by Goldman Sachs & Co. LLC; Valuation: 16.8x EPS (2023E), 9.2x EBITDA (2023E), 5.2x Adj EBITDA after synergies (2023E), 1.35x sales (2023E); May 2 2022 SAVE rejected JBLU proposal due to antitrust risk, reiterates support for ULCC deal; June 6 2022 received amended proposal from JBLU, reverse break fee increased to $350 million ($164 million prepaid), bid increased to $31.50 (inclusive of break fee prepayment); June 20 2022 bumped bid from $30.00 to $33.50, up 6.3%, increased reverse break fee to $350 million with enhanced divestitures; June 28 2022 increased reverse break fee to $400 million and accelerated prepayment to $2.50 per share, added ticking fee, which would provide shareholders with a monthly prepayment of $0.10 per share between January 2023 and the consummation or termination of the transaction; July 27 2022 SAVE / ULCC deal terminated, shareholders rejected, will pursue JBLU deal; Even as the fifth-largest carrier, JetBlue, with Spirit, would have only 9% market share, compared to 13% for the fourth-largest airline and 23% for the largest carrier. After the combination and with its committed upfront divestitures, the largest seat share a combined JetBlue-Spirit will have in any of its largest metro areas is 40%, compared to the 57-91% share legacy carriers have in their largest metro areas; Outside date July 28, 2023, subject to certain extensions up to July 24, 2024 if needed to obtain regulatory approvals; Consideration includes ticking fee of $0.10 per month starting in January 2023 through closing; Sept 30 2022 $2.50 special dividend was paid to shareholder of record on Sept 12 2022; Oct 6 2022 ISS and Glass Lewis recommend vote For; Mar 7 2023 Justice Department sued to block deal; Jan 16 2024 merger blocked by judge; Jan 26 2024 JBLU may terminate deal on or after Jan 28; Jan 26 2024 announced there is no basis for JBLU terminating the merger agreement;
>50% vote target; HSR Expiry (May 31 2022 received FTC second request, Mar 7 2023 DoJ sued to block deal, Jan 16 2024 merger blocked by judge); FCC; U.S. Federal Aviation Administration; U.S. Department of Transportation;
SIX
FUN
Six Flags Entertainment Corporation
Cedar Fair
02-November-23
02-April-24
Merger
Friendly
Hospitality
0.00000
0.58000
24.24000
4719.42725
0.09370
-0.37600
-2.41442
0.13600
0.01
0.00
1.00000
23.79400
24.17000
-0.31835
-0.11134
41
GS
Perella
Kirkland
Weil / Squire
Definitive merger agreement; Merger of equals; Six Flags Entertainment Corporation is the worlds largest regional theme park company with 27 parks across the United States, Mexico and Canada; Cedar Fair Entertainment Company (NYSE: FUN), one of the largest regional amusement-resort operators in the world, is a publicly traded partnership headquartered in Sandusky, Ohio. Focused on its mission to make people happy by providing fun, immersive, and memorable experiences, the Company owns and operates 13 properties, consisting of 11 amusement parks, four separately gated outdoor water parks, and resort accommodations totaling more than 2,300 rooms and more than 600 luxury RV sites; The combined company, with a pro forma enterprise value of approximately $8 billion based on both companies debt and equity values as of October 31, 2023, will be a leading amusement park operator in the highly competitive leisure space with an expanded and diversified footprint, a more robust operating model and a strong revenue and cash flow generation profile; Under the terms of the merger agreement, which has been unanimously approved by the Boards of Directors of both companies, Cedar Fair unitholders will receive one share of common stock in the new combined company for each unit owned, and Six Flags shareholders will receive 0.5800 (the Six Flags Exchange Ratio) shares of common stock in the new combined company for each share owned; Following the close of the transaction, Cedar Fair unitholders will own approximately 51.2%, and Six Flags shareholders will own approximately 48.8%, of the combined companys fully diluted share capital on a pro forma basis; One business day prior to the close of the transaction, Six Flags will declare a special cash dividend composed of: (i) a fixed amount of $1.00 per outstanding Six Flags share, totaling approximately $85 million in the aggregate, plus, (ii) an amount per outstanding Six Flags share equal to (a) the aggregate per unit distributions declared or paid by Cedar Fair to unitholders with a record date following todays date and prior to the close of the transaction, multiplied by (b) the Six Flags Exchange Ratio, which special dividend will be payable to Six Flags shareholders of record as of one business day prior to the close of the transaction, contingent on the closing of the transaction; Anticipated annual synergies of $200 million; The transaction is expected to be accretive to earnings per share for Cedar Fair unitholders and Six Flags shareholders within the first 12 months following transaction close; The merger is expected to close in the first half of 2024, following receipt of Six Flags shareholder approval, regulatory approvals, and satisfaction of customary closing conditions. Approval by Cedar Fair unitholders is not required. Six Flags largest shareholder, which owns approximately 13.6% of Six Flags shares outstanding, has signed a voting and support agreement to vote in favor of the transaction; Outside date November 2, 2024, subject to two six month automatic extensions of the termination date of the Merger Agreement in the event that the regulatory closing conditions have not been satisfied; In connection with the Merger Agreement, on November 2, 2023, Cedar Fair entered into a debt commitment letter (the Commitment Letter) with Six Flags, Holdco, Goldman Sachs Bank US (Goldman) pursuant to which Goldman committed to provide to Cedar Fair, Six Flags, and Holdco, subject to the terms and conditions set forth therein, an aggregate principal amount of $800 million of revolving credit commitments and an aggregate principal amount of $2.3 billion of 364-day term loan commitments; Valuation: 10.0x EPS (2024E), 8.7x EBITDA (2024E), 3.12x sales (2024E);
>50% vote target; HSR expiry (filed Nov 20 2023, pulled and re-filed Dec 21 2023, received second request from the DoJ on Jan 22 2024);
SMMF
BHRB
Summit Financial Group, Inc.
Burke & Herbert Financial Services Corp.
25-August-23
31-March-24
Merger
Friendly
Financial
0.00000
0.50430
26.93000
371.50000
0.05827
0.81518
-0.68323
0.04
0.54
0.00000
27.21518
26.40000
0.94013
0.38747
39
DA Davidson
Keefe
Bowles
Troutman
Definitive agreement; Summit Financial Group, Inc. is the $4.5 billion financial holding company for Summit Community Bank, Inc. Its talented bankers serve commercial and individual clients throughout West Virginia, the greater Washington, D.C. metropolitan area, Virginia, Kentucky, Eastern Shore of Maryland and Delaware; All-stock merger of equals; Ownership split of approximately 50% Burke & Herbert and 50% Summit; The combined company will have more than 75 branches across Virginia, West Virginia, Maryland, Delaware and Kentucky, and more than 800 employees serving our communities; The transaction is expected to close in the first quarter of 2024, subject to satisfaction of customary closing conditions, including regulatory approvals and shareholder approval from Burke & Herbert and Summit shareholders; Summit directors and executive officers have entered into agreements with Burke & Herbert pursuant to which they have committed to vote their shares of Summit common stock in favor of the merger. Burke & Herbert directors and executive officers have entered into agreements with Summit pursuant to which they have committed to vote their shares of Burke & Herbert common stock in favor of the merger; Valuation: 6.1x EPS (2024E), 0.93x BV, 1.15x TBV; Outside date August 24, 2024;
>50% vote target; >50% vote acquiror; Fed; FDIC (filed Oct 2 2023);
SNCE
Science 37 Holdings, Inc.
eMed, LLC
29-January-24
11-March-24
Tender Offer
Friendly
Healthcare
5.75000
0.00000
5.73000
38.00000
0.21308
0.04000
-0.97000
0.44000
0.04
0.04
0.00000
5.75000
5.71000
0.03000
0.10591
19
William
Thompson
Hogan
Definitive merger agreement; Science 37 Holdings, Inc. is the clinical research industrys leading Metasite; eMed, LLC is the leader in on-demand virtual care and treatment for consumers; The transaction, which has been unanimously approved by Science 37 Board of Directors, is valued at an equity value of approximately $38 million and will be structured as an all-cash tender offer to acquire all outstanding shares of Science 37; In connection with the transaction, Stockholders collectively holding approximately 44% of the outstanding shares of common stock have entered into Tender and Support Agreements pursuant to which such stockholders have agreed, among other things, to tender all of their shares of the company in response to the tender offer and otherwise support the transaction, subject to certain exceptions and customary terms and conditions set forth therein; Follows extensive review of opportunities; The transaction is subject to the tender of a majority of Science 37s outstanding shares of common stock, and other customary closing conditions. Upon completion of the transaction, Science 37 will become a privately held company and shares of Science 37 common stock will no longer be listed on any public market. The parties anticipate that the transaction will be completed in the first quarter of 2024; Outside date May 31, 2024;
>50% tender;
SOVO
CPB
Sovos Brands, Inc.
Campbell Soup Company
07-August-23
15-March-24
Merger
Friendly
Food
23.00000
0.00000
22.55000
2700.00000
0.27636
0.46000
-4.52000
0.46000
0.03
0.09
0.00000
23.00000
22.54000
0.45000
0.36849
23
GS / Centerview
Evercore
Hogan / Richards
Davis
Agreement and Plan of Merger; Sovos Brands, Inc. is a consumer-packaged food company focused on acquiring and building disruptive growth brands that bring todays consumers great tasting food that fits the way they live. The companys product offerings include a variety of pasta sauces, dry pasta, soups, frozen entrees, frozen pizza and yogurts, all of which are sold in North America under the brand names Raos, Michael Angelos and noosa; Expected annual run rate synergies of approximately $50 million; The strategic transaction adds a high-growth, market-leading premium portfolio of brands to diversify and enhance Campbells Meals & Beverages division, providing a substantial runway for sustained profitable growth; The transaction is expected to be accretive to adjusted diluted earnings per share by the second year, excluding one-time integration expenses and costs to achieve synergies; Campbell plans to finance the acquisition price through the issuance of new debt; The closing of the transaction is subject to Sovos Brands stockholder approval and customary closing conditions, including regulatory approvals; Closing is expected by the end of December 2023; The transaction has been approved by both Boards of Directors. In addition, each member of the Board of Directors of Sovos Brands that is a stockholder of Sovos Brands and certain funds affiliated with Advent International that are stockholders of Sovos Brands have entered into voting agreements with Campbell, pursuant to which each has agreed, among other things, to support the transaction; Ticking fee: if the Merger is not effective by May 7, 2024, an additional $0.00182 per day beginning on May 8, 2024, up to, but excluding, the date the Merger becomes effective; Parents and Merger Subs respective obligations to consummate the Merger are not subject to a financing condition; Outside date February 7, 2025; Voting Parties (Advent + D&O) collectively owned approximately 46% of the shares of outstanding Company Stock; Valuation: 30.8x EPS (2024E), 17.6x EBITDA (2024E), 2.61x sales (2024E); Signed CA June 22 2023; Feb 13 2024 certified compliance with FTC second request, beings start of 30-day waiting period;
>50% vote target; HSR expiry (filed Aug 21 2023, pulled and refiled Sept 21 2023, received second request from the FTC on Oct 23 2023, certified compliance Feb 13 2024);
SP
SP Plus Corporation
Metropolis Technologies, Inc.
05-October-23
31-March-24
Merger
Friendly
Tech
54.00000
0.00000
51.22000
1500.00000
0.52499
2.81000
-15.78000
0.02
0.15
0.00000
54.00000
51.19000
2.80000
0.64610
39
MS
GS / BDT
Skadden
Willkie / Fenwick
Definitive agreement; SP Plus Corporation is a best-in-class technology and operations management provider of mobility services for aviation, commercial, hospitality, and institutional clients throughout North America and Europe; Metropolis Technologies, Inc. is a technology company whose computer vision platform enables checkout-free payment experiences; SP Plus Corporation stockholders to receive $54.00 per share in cash, representing a 52% premium to the closing stock price on October 4, 2023 and a 28% premium to the 52-week high; Combination of Metropolis Technologies, Inc. and SP Plus Corporation provides clients with additional opportunities to enhance the consumer experience and improve efficiencies; Metropolis Technologies, Inc. has secured $1.7 billion in committed financing led by Eldridge and 3L Capital, along with new investors including BDT & MSD Partners affiliated credit funds, Vista Credit Partners, and Temasek; Metropolis has obtained commitments for equity and debt financing totaling $1.7 billion to complete the transaction, consisting of $1.05 billion in Series C preferred stock financing and $650 million of debt financing. These financing commitments are led by Eldridge and existing Metropolis investor 3L Capital, along with new investors including BDT & MSD Partners affiliated credit funds, Vista Credit Partners, and Temasek. Other existing investors, Slow Ventures and Assembly Ventures, participated. Metropolis will use the net proceeds to finance the acquisition of SP+, while retaining significant capital on its balance sheet; The transaction is expected to close in 2024, subject to receipt of required regulatory approvals and approval of SP+s stockholders, as well as other customary closing conditions; The boards of directors of both companies have unanimously approved the transaction, and the board of directors of SP+ recommends that SP+ stockholders vote in favor of the transaction; Valuation: 15.5x EPS (2024E), 10.3x EBITDA (2024E), 1.57x sales (2024E); The Companys board of directors (the Board) unanimously (i) approved the Merger Agreement, the Merger of Merger Sub with and into the Company pursuant to the General Corporation Law of the State of Delaware; Outside date July 4, 2024 (subject to an extension to October 4, 2024 in the event that all of the conditions to closing have been or are capable of being satisfied, other than the Antitrust Condition or the Restraint Condition, and an additional extension in certain limited circumstances to a date not later than January 4, 2025);
>50% vote target; HSR expiry (filed Dec 4 2023, pulled and refiled Jan 5, received second request from the DoJ on Feb 5 2024);
SPLK
CSCO
Splunk
Cisco
21-September-23
31-March-24
Merger
Friendly
Tech
157.00000
0.00000
155.66000
30000.00000
0.31282
1.35000
-36.06000
0.07600
0.03
0.04
0.00000
157.00000
155.64999
1.34000
0.08353
39
Qatalyst / MS
Tidal
Skadden
Simpson / Cravath
Definitive agreement; Splunk is the cybersecurity and observability leader; Expected to be cash flow positive and gross margin accretive in first fiscal year post close, and non-GAAP EPS accretive in year 2. Will accelerate revenue growth and gross margin expansion; The acquisition has been unanimously approved by the boards of directors of both Cisco and Splunk; It is expected to close by the end of the third quarter of calendar year 2024, subject to regulatory approval and other customary closing conditions including approval by Splunk shareholders; The parties expect the transaction to close by the end of the third calendar quarter of 2024; Outside date March 20, 2025; Valuation: 35.5x EPS (2025E), 27.4x EBITDA (2025E), 6.71x sales (2025E); Cisco has a data-security partnership with Splunk, and competes with its Appdynamics subsidiary; Signed CA January 23, 2022, ameded CA April 26, 2023;
>50% vote target (attained); HSR expiry (filed Oct 12 2023, attained Nov 13 2023); EC (filed Feb 8 2024, provisional deadline Mar 13 2024); Competition Canada (filed Nov 22 2023, attained Dec 22 2023); Brazil CADE (attained Dec 22 2023);
SWN
CHK
Southwestern Energy Company
Chesapeake Energy Corporation
11-January-24
15-May-24
Merger
Friendly
Oil & Gas
0.00000
0.08670
6.83000
12295.43652
0.04257
0.16889
-0.11647
0.02
0.59
0.00000
6.98889
6.82000
0.23613
0.15940
84
GS / RBC / BofA / Wells
Evercore / JPMorgan / MS
Kirkland
Latham / Wachtell
Agreement and Plan of Merger; Southwestern Energy Company is a leading U.S. producer and marketer of natural gas and natural gas liquids focused on responsibly developing large-scale energy assets in the nations most prolific shale gas basins; The strategic combination will create a premier energy company underpinned by a leading natural gas portfolio adjacent to the highest demand markets, premium inventory, resilient free cash flow, and an Investment Grade quality balance sheet. The combined company, which will assume a new name at closing, will be uniquely positioned to deliver affordable, lower carbon energy to meet growing domestic and international demand with significant, sustainable cash returns to shareholders through cycles; Annual operational and overhead synergies of approximately $400 million; Chesapeake shareholders will own approximately 60% and Southwestern shareholders will own approximately 40% of the combined company, on a fully diluted basis; The combination has been approved by the boards of directors of both companies; The transaction, which is subject to customary closing conditions, including approvals by Chesapeake and Southwestern shareholders and regulatory clearances, is targeted to close in the second quarter of 2024; Valuation: 4.1x EPS (2025E), 3.5x EBITDA (2025E), 3.1x Adj EBITDA after synergies (2025E), 2.06x sales (2025E); Outside date Jan 11 2025 (auto extends 6 months);
>50% vote target; >50% vote acquiror; HSR expiry;
TARO
Taro Pharmaceutical Industries Ltd.
Sun Pharmaceutical Industries Limited
17-January-24
17-May-24
Merger
Friendly
Pharma
43.00000
0.00000
42.10000
320.71201
0.48429
0.96000
-13.07000
0.78480
0.00
0.07
0.00000
43.00000
42.04000
0.95000
0.09876
87
BofA
Goldfarb / Skadden / Meitar / Shearman
Herzog / Davis
Definitive merger agreement; Sun Pharma is the worlds fourth largest specialty generics company with presence in Specialty, Generics and Consumer Healthcare products. It is the largest pharmaceutical company in India and is a leading generic company in the US as well as Global Emerging Markets. Suns high growth Global Specialty portfolio spans innovative products in dermatology, ophthalmology, and onco-dermatology and accounts for over 16% of company sales; Dec 12 2023 TARO agreed in principle to acquisition by Sun Pharma at $43.00 cash per share, 46.3% premium; The purchase price also represents a 13% increase over the initial proposed purchase price of US$38.00 per share as proposed on May 26, 2023; The merger agreement was unanimously recommended by the Special Committee, which was formed by Taros Board of Directors to consider Sun Pharmas proposal. Following a comprehensive evaluation of the proposal with assistance from independent financial and legal advisors, the Special Committee determined that the merger agreement and the per share merger consideration are fair and in the best interests of Taro and its minority shareholders; Upon receiving the unanimous recommendation of the Special Committee, and following unanimous approval by Taros Audit Committee, Taros Board and the Board of Directors of Sun Pharma unanimously approved the definitive merger agreement; The merger is subject to various closing conditions. These include, among other conditions, the approval of the merger by the affirmative vote of shareholders representing at least 75% of the voting power of the Companys shares present and voting in person or by proxy at a meeting of the Companys shareholders, including at least a majority of the voting power of such shares held by holders other than Sun Pharma and its affiliates or any other holders having a personal interest (under the Israeli Companies Law) in the merger and voting thereon. Sun Pharma has agreed to vote its shares in favor of the merger, and has indicated that it is not willing to sell its shares to a third party or support any alternative transaction to the merger; Upon completion of the merger, currently expected to close in the first half of 2024; Valuation: 39.1x EPS (2024E), 6.0x EBITDA (2024E), 0.52x sales (2024E); Sun owns 78.48% of TARO; Outside date October 17, 2024;
>75% vote target;
TAST
QSR
Carrols Restaurant Group, Inc.
Restaurant Brands International Inc.
16-January-24
15-April-24
Merger
Friendly
Food
9.55000
0.00000
9.45000
1000.00000
0.13420
0.11000
-1.02000
0.32000
0.01
0.10
0.00000
9.55000
9.44000
0.10000
0.07382
54
Jefferies
JPMorgan
Milbank
Paul
Definitive merger agreement; Carrols is the largest Burger King franchisee in the United States today, operating 1,022 Burger King restaurants in 23 states that generated approximately $1.8 billion of system sales during the twelve-months ended September 30, 2023. Carrols also owns and operates 60 Popeyes restaurants in six states; The transaction is part of Burger Kings Reclaim the Flame plan to accelerate sales growth and drive franchisee profitability. The transaction follows the brands initial $400 million investment announced in September 2022 to drive high quality remodels, improve operations, enhance marketing and support ongoing technology and digital priorities; Burger King expects to significantly accelerate Carrols current rate of remodels to bring the acquired portfolio to modern image over the next five years. To accomplish this, the team plans to invest approximately $500 million of capital, funded by Carrols operating cash flow, to remodel approximately 600 acquired restaurants that are not currently considered modern image; RBI and its affiliates currently hold approximately 15% of Carrols outstanding equity; A special transaction committee of Carrols Board of Directors comprised of independent directors unaffiliated with RBI (the "Special Committee"), advised by independent legal and financial advisors, was formed to conduct a deliberate and thoughtful process to evaluate this proposal. Transaction negotiations were led by the Special Committee and following its unanimous recommendation, the Carrols Board of Directors (other than directors affiliated with RBI) unanimously approved the merger agreement with RBI and agreed to recommend that Carrols stockholders vote to adopt the merger agreement; The definitive merger agreement includes a 30-day "go shop" period that will allow the Company to affirmatively solicit alternative proposals from interested parties; The transaction is expected to be completed in the second quarter of 2024 and is subject to expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as well as other customary closing conditions, including approval by the holders of a majority of common stock held by Carrols stockholders excluding shares held by RBI and its affiliates and officers of Carrols in addition to approval by holders of a majority of outstanding common stock of Carrols; The transaction is not subject to a financing contingency and is expected to be financed with cash on hand and term loan debt for which RBI has received a financing commitment; Affiliates of Cambridge Franchise Holdings, LLC, who in aggregate own or control approximately 17% of outstanding Carrols shares and approximately 20% of outstanding Carrols shares held by stockholders unaffiliated with RBI, have entered into a voting agreement pursuant to which they have agreed, among other things, to vote their shares of common stock of Carrols in favor of the transaction; Valuation: 17.2x EPS (2025E), 6.4x EBITDA (2025E), 0.50x sales (2025E); Outside date November 30, 2024;
>50% vote target; Majority of minority vote; HSR expiry;
TCN
BX
Tricon Residential Inc.
Blackstone
19-January-24
15-April-24
Plan
Friendly
Real Estate
11.25000
0.00000
11.12000
9018.60547
0.30359
0.14000
-2.48000
0.11000
0.01
0.05
0.00000
11.25000
11.11000
0.13000
0.08181
54
MS / RBC / Scotia
BofA / DB / JPMorgan / Wells
Goodmans / Paul / Osler
Simpson / Davies
Arrangement agreement; Tricon provides quality rental homes and apartments in great neighborhoods, along with exceptional resident services through its tech-enabled operating platform and dedicated on-the-ground operating teams. Tricon serves communities in high-growth markets such as Atlanta, Charlotte, Dallas, Tampa and Phoenix as well as Toronto, Canada. In addition to managing a single-family rental housing portfolio, Tricon has a single-family rental development platform in the U.S. with approximately 2,500 houses under development, as well as numerous land development projects that can support the future development of nearly 21,000 single-family homes. The Company also has a Canadian multifamily development platform that is building approximately 5,500 market-rate and affordable multifamily rental apartments; BREIT will maintain its approximately 11% ownership stake post-closing; The announcement of the Transaction follows the unanimous recommendation of a committee (the Special Committee) of independent members of Tricons board of directors (the Board). The Board, after receiving the unanimous recommendation of the Special Committee and in consultation with its financial and legal advisors, has determined that the Transaction is in the best interests of Tricon and fair to Tricon shareholders (other than Blackstone and its affiliates) and recommends that Tricon shareholders vote in favor of the Transaction; The Transaction is structured as a statutory plan of arrangement under the Business Corporations Act (Ontario); Completion of the Transaction, which is expected to occur in the second quarter of this year, is subject to customary closing conditions, including court approval, the approval of Tricon shareholders (as further described below) and regulatory approval under the Canadian Competition Act and Investment Canada Act; As part of the Transaction, Tricon has agreed that its regular quarterly dividend during the pendency of the Transaction will not be declared and the Companys dividend reinvestment plan will be suspended; The Arrangement Agreement provides for, among other things, customary representations, warranties and covenants, including customary non-solicitation covenants from Tricon, subject to the ability of the Board to accept a superior proposal in certain circumstances, with a "right to match" in favour of Blackstone, and conditioned upon payment of a $122,750,000 termination fee to Blackstone, except that the termination fee will be reduced to $61,250,000 if the Arrangement Agreement is terminated by the Company prior to March 3, 2024 in order to enter into a definitive agreement providing for the implementation of a superior proposal; Completion of the Transaction will be subject to various closing conditions, including the approval of at least (i) two-thirds (66 2/3%) of the votes cast by shareholders present in person or represented by proxy at the special meeting of shareholders to be called to approve the Transaction (the Special Meeting), voting as a single class (each holder of Common Shares being entitled to one vote per Common Share) and (ii) the majority of the holders of Common Shares present in person or represented by proxy at the Special Meeting, excluding the votes of Blackstone and its affiliates, and any other shareholders whose votes are required to be excluded for the purposes of minority approval under Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (MI 61-101) in the context of a business combination as defined thereunder; BREIT, which made an initial $240 million exchangeable preferred equity investment in Tricon in 2020 and is maintaining its ownership stake, has entered into a support agreement whereby it has agreed to vote its Common Shares in favor of the Transaction; Scotiabank concluded that, as of January 18, 2024, and subject to certain assumptions, limitations and qualifications, the fair market value of the Common Shares was in the range of $9.80 to $12.90 per Common Share; Valuation: 18.3x EPS (2025E), 25.5x EBITDA (2025E), 16.4x sales (2025E); BREIT, which made an initial US$240 million exchangeable preferred equity investment in Tricon in 2020 and is maintaining its ownership stake, has entered into a support agreement whereby it has agreed to vote its Common Shares in favor of the Transaction. BREIT currently indirectly owns 6,815,242 Common Shares and 240,000 preferred units of Tricon PIPE LLC that are exchangeable into 28,235,294 Common Shares, representing approximately 11% of the outstanding Common Shares, assuming the conversion of all preferred units held by BREIT; Feb 16 2024 filed management information circular, vote Mar 28, filed Competition Canada Feb 5, filed Investment Canada Jan 31, closing Q2 2024; Scotia valuation: $9.80 to $12.90; The 28,123,624 Common Shares beneficially owned or controlled, directly or indirectly, by BREIT, along with the 4,266,422 Common Shares and the 2,113,977 Common Shares beneficially owned or controlled, directly or indirectly, by David Berman and Gary Berman, respectively, collectively representing approximately 11.70% of the Common Shares as of the Record Date, will be excluded for the purposes of the minority approval required under MI 61-101;
Majority of minority vote target; Competition Canada (filed Feb 5 2024); Investment Canada (filed Jan 31 2024);
TGAN
6723
Transphorm, Inc.
Renesas Electronics Corporation
11-January-24
15-September-24
Merger
Friendly
Tech
5.10000
0.00000
4.85000
339.00000
0.34565
0.26000
-1.05000
0.38600
0.04
0.20
0.00000
5.10000
4.84000
0.25000
0.09287
207
BofA
Citi
Wilson
Goodwin / Covington
Definitive agreement; Transphorm, Inc. is a global leader in robust gallium nitride (GaN) power semiconductors; Renesas Electronics Corporation is a premier supplier of advanced semiconductor solutions; The acquisition will provide Renesas with in-house GaN technology, a key next-generation material for power semiconductors, expanding its reach into fast-growing markets such as EVs, computing (data centers, AI, infrastructure), renewable energy, industrial power conversion and fast chargers/adapters; The board of directors of Transphorm has unanimously approved the definitive agreement with respect to the transaction and recommended that Transphorm stockholders adopt such definitive agreement and approve the merger; Concurrently with the execution of the definitive agreement, KKR Phorm Investors L.P., which holds approximately 38.6% of Transphorms outstanding common stock, has entered into a customary voting agreement with Renesas to vote in favor of the transaction; The transaction is expected to close in the second half of calendar year 2024, subject to Transphorm stockholder approval, required regulatory clearances and the satisfaction of other customary closing conditions; Valuation: 8.31x sales (2025E); Outside date January 10, 2025, which date may be extended to July10, 2025 if required approval of CFIUS or pursuant to the HSR Act has not been obtained at such time;
>50% vote target; HSR expiry; CFIUS;
TGH
Textainer Group Holdings Limited
Stonepeak
22-October-23
14-March-24
Merger
Friendly
Infrastructure
50.00000
0.00000
50.09000
7400.00000
0.46413
0.22000
-15.72510
0.01
0.01
0.00000
50.30000
50.08000
0.21000
0.07189
22
BofA
DB
OMelveny
Simpson
Definitive agreement; Textainer has operated since 1979 and is one of the worlds largest lessors of intermodal containers with more than 4 million TEU in our owned and managed fleet. We lease containers to approximately 200 customers, including all of the worlds leading international shipping lines, and other lessees. Our fleet consists of standard dry freight, refrigerated intermodal containers, and dry freight specials. We also lease tank containers through our relationship with Trifleet Leasing and are a supplier of containers to the U.S. Military. Textainer is one of the largest and most reliable suppliers of new and used containers; Stonepeak is a leading alternative investment firm specializing in infrastructure and real assets with approximately $57.1 billion of assets under management; Upon completion of the transaction and the redemption of Textainers Series A and B cumulative redeemable perpetual preference shares, Textainer will become a privately held company; Unanimously approved by the Textainer Board of Directors; The transaction is expected to close in the first quarter of 2024, subject to customary closing conditions, including approval by Textainer shareholders and the receipt of required regulatory clearances and approvals; The transaction is not subject to a financing condition; The definitive merger agreement includes a 30-day go-shop period expiring at 12:01 a.m. Eastern Time on November 22, 2023, which permits Textainer and its financial advisor to continue to actively solicit and consider alternative acquisition proposals; Following the completion of the transaction, Textainer will continue to be led by its President and CEO, Olivier Ghesquiere, and will continue to be headquartered in Hamilton, Bermuda; Prior to closing, Textainer intends to maintain its current quarterly dividend on both the Textainer common and preference shares; Textainer has 17% of global container lessor market (next to Triton, owned by Brookfield, at 27%); Valuation: 9.2x EPS (2024E), 10.9x EBITDA (2024E), 8.8x sales (2024E); Outside date May 22, 2024 (autoextends to August 22, 2024); Signed CA August 7, 2023;
>75% vote common shares + preferred shares (voting as a single class); HSR expiry (filed Nov 3 2023, attained Dec 4 2023); Germany (attained Nov 21 2023); China TFTC (attained as at Feb 23 2024);
VERY
IAG
Vericity, Inc
iA Financial Corporation, Inc.
03-October-23
31-March-24
Merger
Friendly
Financial
11.43000
0.00000
11.34000
206.54300
1.00526
0.13000
-5.60000
0.76500
0.02
0.02
0.00000
11.43000
11.30000
0.12000
0.10392
39
RJ
Skadden
Definitive merger agreement; Vericity, Inc. through its subsidiaries, Fidelity Life Association and eFinancial, LLC, is a leader in direct-to-consumer life insurance solutions. As an innovator in product design and distribution, the company makes life insurance affordable and accessible for middle market consumers. With national call centers, digital and digitally enabled sales and underwriting processes, quick policy issuance, and an emphasis on products not medically underwritten at the time of sale, it is easier for customers to get the coverage they need at a price they can afford; Vericity is majority owned by J.C. Flowers & Co. (J.C. Flowers), a leading private investment firm dedicated to investing globally in the financial services industry; The transaction is not subject to any financing condition or contingency; Vericitys board of directors unanimously approved the merger agreement; The merger is expected to close in the first half of 2024; It is subject to certain customary closing conditions for a transaction of this type, including the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended and receipt of insurance regulatory approvals; Following the execution of the merger agreement, stockholders representing more than a majority of the issued and outstanding shares of Vericity common stock delivered a stockholder written consent adopting and approving the merger agreement; The purchase price of US$170 million will be funded by iA with existing cash on hand and is expected to reduce the Companys solvency ratio by about 3 percentage points; Closing is subject to obtaining the usual regulatory approvals in Canada and the United States, and other customary closing conditions for a transaction of this type. Therefore, the merger is expected to close in the first half of 2024; The transaction is expected to become slightly accretive to core EPS in year 2 and to EPS in year 3; Valuation: 1.19x sales (LTM); Outside date July 3, 2024, which date shall be extended until October 3, 2024;
HSR expiry; Insurance regulatory approvals;
VZIO
WMT
VIZIO Holding Corp.
Walmart Inc.
20-February-24
20-September-24
Merger
Friendly
Consumer
11.50000
0.00000
10.90000
1978.59998
0.47059
0.61000
-3.07000
0.89000
0.04
0.17
0.00000
11.50000
10.89000
0.60000
0.09674
212
JPMorgan
Wilson
Hogan
Agreement; Our mission at VIZIO Holding Corp. (NYSE: VZIO) is to deliver immersive entertainment and compelling lifestyle enhancements that make our products the center of the connected home. We are driving the future of televisions through our integrated platform of cutting-edge Smart TVs and powerful operating system; The acquisition of VIZIO and its SmartCast Operating System (OS) would enable Walmart to connect with and serve its customers in new ways including innovative television and in-home entertainment and media experiences. It would also create new opportunities to help advertisers connect with customers, empowering brands with differentiated and compelling opportunities to engage at scale and to realize greater impact from their advertising spend with Walmart. The combination would be expected to further accelerate Walmarts media business in the U.S., Walmart Connect, bringing together VIZIOs advertising solutions business with Walmarts reach and capabilities. These benefits would be further strengthened by the growth of connected TV platforms and Walmarts industry-leading TV panel sales; The transaction is subject to regulatory clearance and other closing conditions specified in the merger agreement; VIZIOs Board of Directors has unanimously approved the transaction; VIZIO stockholders (including Mr. Wang and his affiliates) holding approximately 89% of the voting power of VIZIOs outstanding common shares have approved the transaction. No other stockholder approval is required to complete the transaction; To finance the acquisition, Walmart plans to use cash and/or debt. The transaction is not subject to a financing condition; Walmart, including its Sams Club chain, has historically been Vizios largest customer. Vizio is historically the largest television brand sold at Walmart by sales; Valuation: 25.6x EPS (2025E), 13.2x EBITDA (2025E), 1.08x sales (2025E); WMT has a 37% share of retail TV unit sales; Outside date February 19, 2025;
HSR expiry;
WH
CHH
Wyndham Hotels & Resorts, Inc.
Choice Hotels International, Inc.
12-December-23
30-September-24
Exchange
Hostile
Real Estate
49.50000
0.32400
80.22000
9544.80176
0.30199
5.84707
-14.07871
0.01700
0.00
0.29
0.00000
85.90707
80.06000
6.84133
0.14432
222
Moelis / GS
Willkie / Axinn
Unsolicited exchange offer on Dec 12 2023 at $49.50 cash + 0.324x shares; Choice also announced that it currently holds approximately 1.5 million shares of Wyndham common stock, valued in excess of $110 million and today is filing the Hart-Scott-Rodino ("HSR") notification in order to begin the required regulatory review; The exchange offer provides Wyndham shareholders the opportunity to elect to receive the consideration in all cash, all shares or a combination of cash and shares, subject to a customary proration mechanism; The exchange offer features a regulatory ticking fee of $0.45 per Wyndham share per month, equivalent to $38 million per month, accruing daily after the one-year anniversary of the date a majority of Wyndhams shares are tendered into the offer; The exchange offer and withdrawal rights are scheduled to expire at 5:00 PM, New York City time on Friday March 8, 2024, unless the offer is extended or terminated; The exchange offer is subject to conditions, including the receipt of all required regulatory approvals. In the exchange offer, Choice is committing to take all actions required by regulators in connection with the approval of the transaction so long as such actions would not have a material adverse effect on the combined company; CHH owns $110 million of WH stock; Valuation: 21.1x EPS (2024E), 14.1x EBITDA (2024E), 6.55x sales (2024E);
>50% tender; HSR expiry (received second request from the FTC Jan 11 2024);
WRK
SKG
WestRock Company
Smurfit Kappa Group plc
12-September-23
15-July-24
Scheme
Friendly
Industrial
5.00000
1.00000
44.16000
21083.17969
0.41860
1.96363
-11.64359
0.01
0.14
0.00000
46.11363
44.15000
2.68820
0.16042
145
Evercore / Lazard / GS
Citi / PJT
Paul / Cravath
Matheson / Wachtell / Freshfields
Definitive transaction agreement; WestRock partners with customers to provide differentiated, sustainable paper and packaging solutions that help them win in the marketplace; Expected to be high single digit accretive to Smurfit Kappas earnings per share on a pre-synergy basis and in excess of 20% including run-rate synergies by the end of first full year following completion; Domiciled in Ireland with listing on the NYSE and standard listing on the LSE, with intention to seek U.S. equity index inclusion as soon as possible; Unanimously recommended by the Boards of Directors of both companies; The Combination will enhance Smurfit Kappa and WestRocks existing offerings by creating the global Go-To packaging partner of choice and bringing together Smurfit Kappas industry-leading operational execution and innovation as a European leader in corrugated and containerboard as well as its large-scale pan-regional Americas presence that delivers best-in-class performance and returns and WestRocks leadership in the United States as well as its strong footprint in Brazil and Mexico, across corrugated and consumer packaging delivering a broad portfolio of packaging solutions serving diverse, growing end-markets; Subject to shareholder approvals, regulatory approvals and other customary closing conditions, the Combination is expected to close in the second quarter of calendar year 2024; Total consideration to WestRock stockholders equivalent to $43.51 per WestRock Share, based on the closing share price of Smurfit Kappa ordinary shares on 11 September 2023, being the last closing price prior to this announcement (and converted to U.S. Dollars using an exchange rate of 1.075x, being the exchange rate on 11 September 2023); The Boards of Directors of both Smurfit Kappa and WestRock have unanimously approved the Transaction and resolved to recommend that their respective shareholders vote in favour of the Transaction; Targeting annual pre-tax run-rate synergies in excess of $400 million at the end of the first full year following completion; delivery of synergies expected to require one-off cash costs of approximately $235 million; The Transaction will be effected through an Irish scheme of arrangement involving Smurfit Kappa, and a merger of a subsidiary with WestRock; Subject to the satisfaction of the conditions to closing, the Transaction is expected to close in the second quarter of calendar year 2024; Smurfit Kappa Treasury Unlimited Company, a wholly-owned subsidiary of Smurfit Kappa, has entered into a commitment letter providing for a committed bridge facility with affiliates of Citigroup Global Markets Limited (Citi) which includes financing to fund the cash portion of the Transaction. Smurfit Kappa expects any drawings to be refinanced through debt capital markets or other financing sources; Outside date Sept 12 2024; Valuation: Valuation: 13.7x EPS (2024E), 7.2x EBITDA (2024E), 6.3x Adj EBITDA after synergies (2024E), 1.04x sales (2024E); Following the completion of the Transaction, former Smurfit Kappa shareholders are expected to hold approximately 50.4% of ListCo and former stockholders of the Company are expected to hold approximately 49.6% of ListCo;
>50% vote target; >75% vote acquiror; HSR expiry (attained as at Nov 17 2023); EC;
X
5401
United States Steel Corporation
Nippon Steel Corporation
18-December-23
30-September-24
Merger
Friendly
Industrial
55.00000
0.00000
46.65000
14900.00000
1.42077
8.46000
-23.87869
0.04
0.26
0.00000
55.10000
46.64000
8.45000
0.31491
222
Barclays / GS / Evercore
Citi
Milbank / Wachtell
Ropes
Definitive agreement; United States Steel Corporation is a leading steel producer with competitive advantages in low-cost iron ore, mini mill steelmaking, and best-in-class finishing capabilities; NSC to honor all collective bargaining agreements with United Steelworkers Union as part of commitment to maintaining strong stakeholder relations; U. S. Steel to retain its iconic name and headquarters in Pittsburgh, PA; Transaction represents culmination of U. S. Steels robust strategic alternatives process; The transaction has been unanimously approved by the Board of Directors of both NSC and U. S. Steel; The transaction is expected to close in the second or third quarter of calendar year 2024, subject to approval by U. S. Steels shareholders, receipt of customary regulatory approvals and other customary closing conditions; NSC plans to fund the transaction through proceeds mainly from borrowings from certain Japanese banks and has already secured financing commitments. The transaction is not subject to any financing conditions; Valuation: 19.6x EPS (2024E), 8.0x EBITDA (2024E), 0.89x sales (2024E); Dec 18 2023 USW Slams Nippon Plan to Acquire USS; Outside date September 18, 2024 (subject to an automatic extension to 11:59 p.m. Eastern time on March 18, 2025 and June 18, 2025, in each case if on such date all of the closing conditions except those relating to regulatory approvals have been satisfied or waived);
>50% vote target; HSR expiry; CFIUS; EC; Mexico; Slovakia; Turkey; UK CMA; Competition Canada; Serbia;
ZFOX
ZeroFox Holdings, Inc.
Haveli Investments
06-February-24
05-June-24
Merger
Friendly
Tech
1.14000
0.00000
1.12000
350.00000
0.23913
0.03000
-0.19000
0.09100
0.02
0.14
0.00000
1.14000
1.11000
0.02000
0.06404
105
Piper / Stifel
BTIG / Evercore
Venable
Ropes
Definitive agreement; ZeroFox Holdings, Inc. is a leading provider of external cybersecurity; Haveli Investments is an Austin-based private equity firm that seeks to invest in the highest quality companies in the technology sector through control, minority or structured equity and debt investments with a focus on software, data, gaming and adjacent industries; The transaction, which was unanimously approved and recommended by a Special Committee comprised of independent members of ZeroFoxs Board of Directors and unanimously approved by ZeroFoxs Board of Directors, is expected to close in the first half of 2024, subject to customary closing conditions, including approval by ZeroFox stockholders and the receipt of required regulatory approvals; The transaction is not subject to a financing condition; Outside date August 6, 2024 (subject to extension to November 6, 2024 under specified circumstances); Parent has obtained equity financing commitments for the purpose of financing the transactions contemplated by the Merger Agreement. Certain of the Haveli Funds have committed to make equity contributions to Parent at the closing of the Merger on the terms and subject to the conditions set forth in an equity commitment letter;
>50% vote target; HSR expiry;