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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
AHL
8630
Aspen Insurance Holdings Limited
Sompo Holdings, Inc.
27-August-25
14-May-26
Merger
Friendly
Insurance
37.50000
0.00000
36.68000
3500.00000
0.35575
0.83000
-9.01000
0.82120
0.03
0.08
0.00000
37.50000
36.67000
0.82000
0.03900
211
GS / Insurance Advisory Partners
MS
Sidley
Skadden
Definitive merger agreement; Aspen provides insurance and reinsurance coverage to clients in various domestic and global markets through wholly-owned operating subsidiaries in Bermuda, the United States and the United Kingdom, as well as its branch operations in Canada, Singapore and Switzerland; Further diversifies Sompos portfolio geographically in high-growth international markets; Strengthens underwriting expertise and presence in core specialty insurance and reinsurance lines; Provides access to significant fee-based income through leading capital markets platform; Transaction expected to be immediately accretive to ROE post-closing; Immediately following the closing, each series of preference shares of Aspen will remain outstanding and the relative rights, terms and conditions will remain unchanged. Sompo and Aspen may from time to time seek to redeem or repurchase and/or delist the preferred shares or associated depositary shares; The transaction has been unanimously approved by both companies Boards of Directors and is expected to close in the first half of 2026. The transaction is subject to certain customary closing conditions for a transaction of this type, including the receipt of antitrust and insurance regulatory approvals, consents and expiration of applicable waiting periods; Apollo owns 82.12% of the shares; Valuation: 7.5x EPS (2026E), 8.1x EBIT (2026E), 1.05x sales (2026E); Signed CA July 24, 2025; Outside date May 27, 2026 (automatically be extended to August 27, 2026);
>50% vote target (attained via written resolution); HSR expiry; Japan Financial Services Agency; Bermuda Monetary Authority; U.K. Prudential Regulatory Authority; U.K. Financial Conduct Authority; Council and Society and Corporation of Lloyds; North Dakota Department of Insurance; Texas Department of Insurance;
AKRO
NONOF
Akero Therapeutics, Inc.
Novo Nordisk
09-October-25
07-January-26
Merger
Friendly
Biotech
54.00000
0.00000
53.70000
4700.00000
0.41584
1.21000
-14.91433
0.04
0.08
0.90000
54.90000
53.69000
1.20000
0.10081
84
MS / JPMorgan
BofA
Kirkland
Ropes
Definitive agreement; Akero Therapeutics, Inc.is a clinical-stage company developing transformational treatments for patients with serious metabolic diseases marked by high unmet medical need; Under the terms of the agreement, Akero shareholders will receive $54.00 per share in cash at closing and a non-transferable Contingent Value Right (CVR). Each CVR will entitle its holder to receive a cash payment of $6.00 per share upon full U.S. regulatory approval of efruxifermin (EFX) for treatment of compensated cirrhosis due to MASH by June 30, 2031; The upfront cash portion of the consideration represents an equity value of approximately $4.7 billion, a 19% premium to Akeros 30-day Volume Weighted Average Price (VWAP), and a 42% premium to Akeros closing price on May 19, 2025 prior to market speculation. Combined, the upfront and potential contingent value payment represent, if achieved, an equity value of approximately $5.2 billion, a 32% premium to Akeros 30-day VWAP, and a 57% premium to Akeros closing price on May 19, 2025 prior to market speculation; Akeros innovative EFX program focused on developing a best-in-class treatment for metabolic dysfunction-associated steatohepatitis (MASH) will complement Novo Nordisks leadership in GLP-1 based metabolic treatments. Novo Nordisks world leading capabilities in cardio-metabolic disease will enhance and accelerate evaluation of EFX in the Phase 3 SYNCHRONY program, preparation for a successful commercial launch, and delivery of EFX to patients in need around the globe; Follows a comprehensive review undertaken by our Board of Directors; The transaction has been unanimously approved by Akeros Board of Directors and is expected to close around year-end, subject to approval by Akero shareholders and upon satisfaction of customary closing conditions including approvals by regulatory authorities; Outside date April 9, 2026, which period may be extended automatically for six months; Signed CA January 8, 2025;
>50% vote target; HSR expiry;
AL
Air Lease
Sumitomo Corporation / SMBC Aviation Capital / Apollo / Brookfie
02-September-25
09-February-26
Merger
Friendly
Industrial
65.00000
0.00000
63.56000
28200.00000
0.07955
1.68000
-3.12695
0.06170
0.01
0.35
0.00000
65.23000
63.55000
1.67000
0.08429
117
JPMorgan
Citi / GS
Skadden
Davis / McCann / Norton / Millbank
Definitive agreement; Air Lease is a leading global aircraft leasing company based in Los Angeles, California that has airline customers throughout the world; Total valuation of approximately $7.4 billion, or approximately $28.2 billion including debt obligations to be assumed or refinanced net of cash; The Board of Directors of Air Lease has unanimously approved the agreement. The transaction is subject to customary closing conditions, including approval by Air Leases Class A common stockholders and receipt of certain regulatory approvals, and is expected to close in the first half of 2026. Air Leases directors and certain executive officers have agreed to vote the shares of Class A common stock held by them in favor of the transaction. The transaction is not subject to any financing contingency; Air Lease will be renamed Sumisho Air Lease Corporation (Sumisho Air Lease) and its orderbook is expected to transfer to SMBC Aviation Capital as part of the transaction; SMBC Aviation Capital will act as a servicer to Sumisho Air Leases portfolio; Apollo and Brookfield to provide capital to support the acquisition, joining Sumitomo Corporation and SMBC Aviation Capital as aligned investors; SMBC, Citi, and Goldman Sachs Bank USA have provided $12.1 billion of committed financing in connection with the transaction; Air Leases directors and certain executive officers have agreed to vote the shares of common stock held by them in favour of the transaction; Valuation: 8.4x EPS (2026E), 9.7x EBITDA (2026E), 8.9x sales (2026E); The Company is permitted to pay regular quarterly cash dividends up to $0.22 per share of Common Stock; Concurrently with the execution of the Merger Agreement, Parent obtained equity and debt financing commitments for the Merger and the transactions contemplated thereby. The Equity Investors delivered equity commitment letters to Parent, pursuant to which the Equity Investors have committed to invest up to an aggregate amount of $5,404,613,000 in equity securities of Parent (the Equity Financing) on the terms and subject to conditions set forth in the equity commitment letters (Equity Commitment Letters). Parent also obtained debt commitment letters from lenders (the Debt Commitment Letters and, together with the Equity Commitment Letter, the Commitment Letters) to provide, on the terms and subject to the conditions set forth in the Debt Commitment Letters, up to an aggregate amount of $12,100,000,000 in debt financing (the Debt Financing, and together with the Equity Financing, the Financing); Also on September 1, 2025, Parent entered into a Voting Agreement (the Voting Agreement) with each of the Companys directors as well as with executive officers Gregory Willis and Carol Forsyte (collectively, the Relevant Stockholders). As of August 29, 2025, the Relevant Stockholders directly beneficially owned, in the aggregate, 6,895,945 of the Companys issued and outstanding Common Stock, representing approximately 6.17% of the Companys total issued and outstanding Common Stock as of the same date; Outside date June 1, 2026 (automatically be extended for all purposes hereunder to December 1, 2026); Signed CA February 24, 2025, and amended on March 31, 2025 and May 8, 2025; Signed clean team agreement June 12, 2025; Background: Since 2023, Air Leases board and executives routinely reviewed performance, leverage, and strategic options following the 2022 write-off of aircraft detained in Russia, which elevated its debt-to-equity ratio above the 2.5 target. They explored deleveraging options, including joint ventures, asset sales, and capital partnerships to unlock value and reduce leverage. Party A Joint Venture: Began Sept 2023 with a global investment firm to contribute aircraft assets for cash, discussions extended into 2025 but never closed due to lack of capital partners. Party B and Party C were approached for similar partnerships but withdrew by early 2024. Preliminary merger interest surfaced from strategic Party D (aircraft lessor) and Party E (non-industry), both later declined due to Air Leases size and valuation. July 2024: SMBC Aviation Capital (SMBC AC) executives expressed informal interest in a potential transaction. Party F (a strategic backed by investors) informally valued Air Lease at $67 billion ($52$61 per share). The Board agreed to evaluate any credible premium offer but had no sale plan at that time. Sept 12 2024: SMBC AC CEO Peter Barrett met Air Lease leadership, expressing interest in an all-cash acquisition. Nov 4 2024: SMBC AC submitted a non-binding offer of $54$61 per share, a 2238 % premium. Air Lease retained Skadden Arps as counsel and J.P. Morgan as financial advisor (Nov 22 2024). The Board deemed the range inadequate and overly broad but invited a higher proposal. Dec 24 2024: SMBC AC and parent Sumitomo raised their indication to $57$61.50 per share (1727 % premium). Feb 24 2025: Parties executed a non-disclosure agreement (NDA) allowing limited information sharing with potential co-investors (Apollo Global Management and Brookfield Corporation). Mar 2025: Data-room access began, diligence commenced. Party H, another aircraft lessor, made a stock-based unsolicited approach around $55 per share, but offered no premium and withdrew later. Party F again failed to secure financing. No other strategic or financial bidders produced a superior alternative. Apr 17 2025: Sumitomo / SMBC AC reiterated the $57$61.50 range (3647 % premium to then-price $41.78). The Board pressed for $60 share minimum. June 4 2025: Investors lifted the upper band to $65 per share, discussions formalized in a July 3 2025 Letter of Intent (LOI) setting a $60$65 range and outlining regulatory and orderbook-transfer terms. July 15 2025: Investors proposed $63.00, Board countered $65.00. July 24 2025: Investors delivered a best-and-final $65.00 per share all-cash offer ( 12 % premium to prior close). Aug 29 2025: Board met to review final terms, J.P. Morgan delivered its fairness
>50% vote target; HSR expiry (filed Oct 8 2025); U.S. Department of Transportation; FCC; CFIUS; Chile, China, COMESA, Egypt, France, Germany, Italy, Kazakhstan, Mexico, Moldova, Morocco, Poland, Romania, Saudi Arabia, South Africa, South Korea, Sweden, Switzerland, Taiwan, Turkey, Ukraine, United Arab Emirates, United Kingdom, Vietnam;
ALE
ALLETE, Inc.
CPP Investments / GIP
06-May-24
31-October-25
Merger
Friendly
Utilities
67.00000
0.00000
67.32000
6200.00000
0.19111
-0.31000
-11.06000
0.02
0.00
0.00000
67.00000
67.31000
-0.32000
-0.10301
16
JPMorgan / Houlihan
Skadden
Definitive agreement; ALLETE, Inc. is an energy company headquartered in Duluth, Minnesota. ALLETEs largest business unit, Minnesota Power, is an electric utility which serves 150,000 residents, 14 municipalities, and some of the nations largest industrial customers. In addition to Minnesota Power, ALLETE owns Superior Water, Light and Power, based in Superior, Wisconsin, ALLETE Clean Energy, based in Duluth; BNI Energy in Bismarck, N.D.; and New Energy Equity, headquartered in Annapolis, Maryland; and has an 8% equity interest in the American Transmission Co; The agreement provides commitments with respect to workforce retention, as well as maintaining compensation levels and benefits programs. The agreement also honors union contracts including our strong partnership with the International Brotherhood of Electrical Workers. ALLETEs Minnesota Power and Superior Water, Light and Power (SWL&P) will continue as independently operated, locally managed, regulated utilities. Bethany Owen will continue as Chief Executive Officer, and the current management team will continue to lead ALLETE and remain as the primary points of contact for customers, regulators and other stakeholders. ALLETE will continue to be headquartered in Duluth, Minnesota. ALLETE and its family of businesses and the Minnesota Power Foundation will continue to make economic and charitable contributions in its service territories to support vibrant and sustainable communities, close opportunity gaps, and help people of all ages live with purpose and passion. ALLETE will continue to invest corporate resources and employee volunteer hours to help build thriving communities; Following the close of the acquisition, Minnesota Power and SWL&P will continue to be regulated by the Minnesota Public Utilities Commission (MPUC), the Public Service Commission of Wisconsin (PSCW) and the Federal Energy Regulatory Commission (FERC). The acquisition is not expected to impact retail or municipal rates for utility customers; The acquisition was unanimously approved by ALLETEs Board of Directors and is expected to close in mid-2025, subject to the approval of ALLETEs shareholders, the receipt of regulatory approvals, including by the MPUC, PSCW and FERC, and other customary closing conditions; Dividends payable to ALLETE shareholders are expected to continue in the ordinary course until the closing, subject to approval by ALLETEs Board of Directors; The Merger Agreement also provides that the Company may request that Parent purchase up to a total of $300 million of preferred stock of the Company in the second half of 2025, subject to certain parameters. If Parent declines to purchase the preferred stock, the Company will have the right to issue Company common stock up to certain limits; Outside date August 5, 2025 (subject to extension for an additional two successive three-month periods if all of the conditions to closing, other than the conditions related to obtaining regulatory approvals, have been satisfied); 16.4x EPS (2025E), 11.6x EBITDA (2025E), 3.52x sales (2025E); July 17 2024 filed EC, deadline Aug 21 2024;
>50% vote target (attained); HSR expiry; CFIUS (attained as at Oct 30 2024); FERC (attained Dec 19 2024); FCC; Minnesota Public Utilities Commission (MPUC) (attained Oct 3 2025); Public Service Commission of Wisconsin (PSCW) (attained Mar 13 2025); EC (filed July 16 2024, attained Aug 8 2024); China SAMR (attained Sept 26 2024); Turkey (attained as at Oct 30 2024);
AMWD
MBC
American Woodmark Corporation
MasterBrand, Inc.
06-August-25
04-March-26
Merger
Friendly
Industrial
0.00000
5.15000
65.12000
1310.63477
0.07418
1.17450
-3.38847
0.02
0.26
0.00000
66.07450
64.90000
1.97441
0.08085
141
Jefferies
Rothschild
McGuireWoods
Skadden
Definitive agreement; With over 7,800 employees and more than a dozen brands, American Woodmark is one of the nations largest cabinet manufacturers; Industrys most comprehensive portfolio of trusted cabinet brands and products across the value chain to benefit customers and consumers; Broadened channel partnerships, expanded geographic reach, and enhanced operating agility; Anticipated run-rate cost synergies of approximately $90 million by the end of year three and accretion to MasterBrands adjusted Diluted EPS in year two; Fortified financial profile and increased resources expected to amplify returns, advance innovation, and accelerate growth; MasterBrand and American Woodmark shareholders will own approximately 63% and 37% of the combined company, respectively; The transaction, which has been unanimously approved by the Board of Directors of both companies, is expected to close in early 2026 subject to approval of the transaction by MasterBrand and American Woodmark shareholders, the receipt of regulatory approvals, and the satisfaction of other customary closing conditions; MasterBrand is the #1 producer, American Woodmark says its a top-3 player; Market shares: MasterBrand: ~22% (Fitch estimate, 2024). American Woodmark: ~11% (company 2025 annual report). Combined: ~33% (approximate, depends on market definition); Valuation: 9.1x EPS (2026E), 6.32x EBITDA (2026E), 4.4x Adj EBITDA after synergies (2026E), 0.76x sales (2026E); Outside date August 5, 2026; Signed CA April 25, 2025;
>66 2/3 vote target; >50% vote acquiror; HSR expiry (filed Sept 5 2025, pulled and refiled Oct 8 2025); Mexico COFECE (filed Sept 2 2025, attained Oct 3 2025); State of Vermont Department of Financial Regulation (filed Sept 3 2025);
ATXS
BCRX
Astria Therapeutics, Inc.
BioCryst Pharmaceuticals, Inc.
14-October-25
22-January-26
Merger
Friendly
Biotech
8.55000
0.59000
11.94000
700.00000
0.49983
0.43730
-3.68422
0.11500
0.05
0.11
0.00000
12.36730
11.93000
0.46313
0.15075
99
Evercore
BofA
Sidley
Covington
Definitive agreement; Astria is a biopharmaceutical company focused on developing life-changing therapies for allergic and immunologic diseases; Deal to add navenibart, a late-stage and long-acting plasma kallikrein inhibitor, in Phase 3 clinical development, to BioCrysts HAE portfolio; Solidifies double digit growth trajectory for HAE portfolio over the next decade; Implied aggregate equity-value of approximately $920 million and implied enterprise value of approximately $700 million; The transaction was unanimously approved by both the BioCryst and Astria Boards of Directors. Upon closing of the transaction, which is expected in the first quarter of 2026 subject to customary closing conditions; Astrias lead product candidate navenibart is an injectable, long-acting, monoclonal antibody inhibitor of plasma kallikrein for hereditary angioedema (HAE) prophylaxis. Navenibarts potentially best-in-class clinical profile and highly differentiated every 3- and 6-month administration schedule could offer significant improvements over existing injectable options and address key unmet needs in the HAE patient community; As part of this transaction, BioCryst has also entered into a debt commitment letter for a strategic financing facility with funds managed by Blackstone with a total capacity of up to $550 million. BioCryst expects the cash portion of total consideration to be funded with cash on hand and a portion of the Blackstone facility; Astria stockholders will own approximately 15% of proforma equity in the combined company based on basic shares outstanding; The transaction has been unanimously approved by the Boards of Directors of both companies and is expected to close in the first quarter of 2026, pending customary regulatory approvals and approval by Astria stockholders; Certain stockholders of Astria, including each director and each executive officer, as well as affiliates of Perceptive Advisors, LLC, Astrias largest stockholder, have entered into voting and support agreements in support of the transaction; Outside date April 14, 2026, subject to adjustment until May 31, 2026 for a government shutdown, which date may be extended to October 14, 2026 under certain circumstances; In connection with the transactions contemplated by the Merger Agreement, on October 14, 2025, BioCryst entered into a debt commitment letter (the Commitment Letter) with certain affiliates of Blackstone, Inc. (Blackstone) pursuant to which Blackstone has agreed to provide a $550,000,000 senior secured credit facility consisting of (i) a committed initial term loan in an aggregate principal of $350,000,000 (the Initial Term Loan), (ii) a committed delayed draw term loan facility in an aggregate principal amount not exceeding $50,000,000 (the loans thereunder, the Committed Delayed Draw Term Loans) and (iii) an uncommitted delayed draw term loan facility in an aggregate principal amount not exceeding $150,000,000; Signed CA August 8, 2025;
>50% vote target; HSR expiry;
BBU
BBUC
Brookfield Business Partners L.P.
Brookfield Business Corporation
25-September-25
15-February-26
Plan
Friendly
Financial
0.00000
1.00000
34.72000
3201.56323
0.26495
1.03000
-6.38061
67.50000
0.14
0.00000
35.38000
34.35000
1.20715
0.10793
123
Origin
Stikeman
Torys
Approved plans to simplify its corporate structure; All BBU limited partnership units, BBUC class A exchangeable shares and redemption-exchange units in BBU held by Brookfield will be exchanged for new class A shares of BBU Inc. on a one-for-one basis; The transaction is expected to be implemented pursuant to a court-approved plan of arrangement and will require BBU unitholder and BBUC shareholder approval, as well as customary regulatory approvals for a transaction of this nature;
66 2/3 vote target; 66 2/3 vote acquiror;
BFIN
FFBC
BankFinancial
First Financial
12-August-25
31-December-25
Merger
Friendly
Financial
0.00000
0.48000
11.17000
142.00000
0.04250
0.17000
-0.28904
0.04
0.37
0.00000
11.26000
11.09000
0.24023
0.10692
77
Keefe
MS
Kirkland / Luse
Squire
Agreement; With over 100 years of expertise in commercial lending, BankFinancial, NA is a trusted partner for businesses, individuals, and families seeking flexible and competitive financial solutions. As a direct lender, BankFinancial combines industry-leading products with a customer-focused approach to empower businesses across the greater Chicago area and beyond. Through 18 full-service banking offices located in Cook, DuPage, Lake, and Will Counties in Illinois, the bank delivers comprehensive financial services while also serving select commercial loan, lease, and deposit customers regionally and nationwide; The acquisition strategically expands First Financials presence in the robust Chicago market with a strong core deposit franchise; Complementary to Illinois and Northwest Indiana branch locations, adding 18 retail locations and augmenting its existing commercial banking presence with additional capabilities; Under the terms of the agreement, each outstanding share of BankFinancial common stock will be converted into the right to receive 0.48 of a share of First Financial common stock, valuing the transaction at approximately $142 million; The merger agreement has been unanimously approved by the boards of directors of First Financial and BankFinancial; The transaction is expected to close in the fourth quarter of 2025, subject to satisfaction of customary closing conditions, regulatory approvals and approval of BankFinancial shareholders;
>50% vote target; Fed; FDIC;
BRY
CRC
Berry Corporation
California Resources Corporation
15-September-25
13-January-26
Merger
Friendly
Oil & Gas
0.00000
0.07180
3.35000
717.00000
0.14988
0.00231
-0.43335
0.02
0.01
0.00000
3.34231
3.34000
0.02384
0.02926
90
RBC
Guggenheim
Sullivan
Vinson
Definitive agreement; Berry is a western United States independent upstream energy company with a focus on onshore, low geologic risk, long-lived oil and gas reserves. Berry operates in two business segments: (i) exploration and production (E&P) and (ii) well servicing and abandonment services. Its E&P assets are located in California and Utah, are characterized by high oil content and are predominantly located in rural areas with low population. Its California assets are in the San Joaquin Basin (100% oil), and its Utah assets are in the Uinta Basin (65% oil). Berry provides well servicing and abandonment services to third party operators in California and its California E&P operations through C&J Well Services (CJWS); Under the terms of the merger agreement, existing CRC shareholders are expected to own approximately 94% of the combined company upon closing; Compelling fit with CRCs low decline, conventional assets in California; The combination is expected to be accretive to net cash provided by operating activities and free cash flow; Within 12 months post closing, CRC expects to achieve annual synergies of $80 90 million; The transaction, which is expected to close in the first quarter of 2026, has been unanimously approved by the board of directors of both companies. Closing is subject to customary closing conditions, including receipt of required regulatory approvals and receipt of Berry shareholder approval. CRCs executive management team will lead the combined company from its headquarters in Long Beach, California; Valuation: 52.2x EPS (2026E), 3.2x EBITDA (2026E), 2.3x Adj EBITDA after synergies (2026E), 1.06x sales (2026E); Outside date March 14, 2026 (either party may extend the Outside Date by three months up to two times); Background: Multiple market checks (20212025): two formal sale processes, several counterparties (public strategics and a private asset manager), plus private-equity interest. Financing overhang: refinancing needs (notably the 2026 notes) and tighter covenants made a transaction-linked capital structure reset attractive. First Process (Oct 2021Mar 2022): Global bank (Financial Advisor A) contacts ~30 parties (incl. CRC). Only Party A (public E&P) went deep, no bids - process closed. Second Process (from Apr 2022, Guggenheim): ~30 additional targets (incl. CRC, Party B). No bids - cited California political/regulatory risk and valuation gap. Berry kept dialogues alive into 20232024. Initial CRC term sheet (May 2, 2025): all-stock, 0.0715 fixed exchange ratio (~6% Berry ownership. 0% spot premium, ~9% vs 20-day VWAP). Berry response: rejects as undervaluing - signals it would engage if 8% ownership. May 20: CRC terminates discussions after no counter. Re-engagement (July 2025): market/California tone improving - CRC says time is of the essence. July 15: Berry counter at 0.0760 (~6.8%. 18% spot premium) + asks for deal-term protections (lower termination fee, no force-the-vote, ConEd damages, refined MAE, adjusted antitrust covenants). July 16: CRC counters 0.0730 (~6.6%. 13.4% premium). July 18: agree to finalize within 0.07300.0745 targeting a mid-teens spot premium - diligence and docs accelerate. Regulatory backdrop catalyst: Sept 13, 2025 California SB 237 passes, streamlining Kern County CEQA compliance starting Jan 1, 2026supportive to in-state production (positive for both CRC and Berry). Economics finalized: Sept 1213, 2025 CRC proposes 0.0718 exchange ratio (15% spot premium. 1724% vs 1030 day VWAPs). Sept 13: Berry Board unanimously approves. Guggenheim delivers fairness opinion on the exchange ratio. Sept 14, 2025: Merger Agreement executed (CRC, Berry, Merger Sub). Sept 15, 2025: deal announced pre-market;
>50% vote target; HSR expiry (filed Oct 10 2025); FERC;
CCRD
EEFT
CoreCard Corporation
Euronet
30-July-25
15-November-25
Merger
Friendly
Financial
0.00000
0.31420
27.04000
248.00000
0.14025
0.34543
-3.00330
0.03
0.10
0.00000
27.22543
26.88000
0.41445
0.19740
31
Keefe
Kilpatrick
Stinson
Definitive agreement; CoreCard Corporation is a leading provider of innovative credit technology solutions and processing services to the financial technology and services market; Acquisition aims to accelerate Euronets digital transformation strategy, expand the companys U.S. footprint and extend CoreCards access to global markets; The proposed transaction marks a pivotal step in accelerating Euronets strategic goal of a more diversified, future-ready revenue mix, that is anchored in scalable, modern platforms designed for the next generation of digital financial services across the globe; The transaction has been approved by the boards of directors of both Euronet and CoreCard, and is expected to close in late 2025, subject to approval by CoreCard shareholders and the satisfaction of certain other customary closing conditions, including 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, each share of CoreCard common stock will be exchanged for a number of shares of Euronet common stock equal to an exchange ratio between 0.2783 and 0.3142, calculated as $30 divided by the volume weighted average share price of Euronet common stock over the 15-trading day period ending on and including the second to last trading day prior to the closing date (the Final Euronet Stock Price), subject to a floor of $95.48 per share and a ceiling of $107.80 per share. CoreCard shareholders will receive 0.3142 Euronet shares for each of their CoreCard shares if the Final Euronet Stock Price is at or below $95.48, and 0.2783 Euronet shares for each of their CoreCard shares if the Final Euronet Stock Price is at or above $107.80; Outside date January 30, 2026 (which date will be automatically extended by up to two three-month periods to July 30, 2026 if the only then-outstanding closing conditions relate to clearance under the HSR Act or other applicable antitrust laws); Signed CA April 2, 2025; Valuation: 34.9x EPS (LTM), 13/3x EBITDA (LTM), 4.07x sales (LTM);
>50% vote target; HSR expiry (filed Aug 25 2025, attained Sept 24 2025);
CCRN
Cross Country Healthcare, Inc.
Aya Healthcare
04-December-24
31-December-25
Merger
Friendly
Healthcare
18.61000
0.00000
12.69000
615.00000
0.66756
6.12000
-1.33000
0.03
0.82
0.00000
18.61000
12.49000
6.11000
5.60435
77
BofA
Davis
Procopio
Definitive agreement; Cross Country Healthcare, Inc. is a market-leading, tech-enabled workforce solutions and advisory firm with 38 years of industry experience and insight. We help clients tackle complex labor-related challenges and achieve high-quality outcomes, while reducing complexity and improving visibility through data-driven insight; Aya Healthcare is the largest healthcare talent software and staffing company in the United States; Expands Ayas client service and delivery capabilities with Cross Countrys nearly 40-year history of clinical excellence and quality patient care; Provides clinicians with greater flexibility and convenience by tapping into the combined pool of nationwide opportunities, with competitive compensation and a world-class experience; Aya and Cross Country offer complementary, tech-enabled workforce solutions across the continuum of care. The proposed combination will diversify Ayas coverage to include Cross Countrys clinical services in non-clinical settings, including schools and homes, in addition to travel nursing and allied health, per diem, permanent staff hiring, interim leadership, locum tenens and non-clinical professionals in all 50 states. Clients will benefit by leveraging the full suite of market-leading technology, including a seamless solution for vendor management, float pool technology, provider services and predictive analytics. From best-in-class service and insights, to solving complex staffing challenges, together, Cross Country and Aya will help clients reduce the cost of care and deliver high clinical outcomes for patients. Employees of both companies will benefit from shared best practices, with great opportunities for their personal growth; Completion of the transaction is expected in the first half of 2025, subject to the approval of Cross Country stockholders and the satisfaction of other customary closing conditions, including regulatory approvals. The transaction is not subject to a financing condition; The Cross Country Board of Directors unanimously approved the Merger Agreement and intends to recommend that Cross Country stockholders vote in favor of it at a Special Meeting of Stockholders, to be scheduled as soon as practicable; From CCRN 10-K: Some of our traditional competitors in the workforce solutions, healthcare staffing, and search businesses include: AMN Healthcare Services, CHG Healthcare Services, Jackson Healthcare, Aya Healthcare, Maxim Healthcare Staffing, ProLink Staffing, Ingenovis Health, and Medical Solutions; Based on 2022 data, Staffing Industry Analysts named Aya as the largest healthcare staffing firm in the US, with 16.3% market share; Valuation: 32.0x EPS (2025E), 11.7x EBITDA (2025E), 0.49x sales (2025E); Outside date September 3, 2025; Feb 21 2025 received second request from the FTC, closing H2 2025;
>50% vote target; HSR expiry (filed Dec 17 2024, pulled and refiled Jan 21 2025, received second request from the FTC Feb 21 2025);
CIO
City Office REIT, Inc.
MCME Carell Holdings, LP (Elliott / Morning Calm Management)
24-July-25
01-November-25
Merger
Friendly
Real Estate
7.00000
0.00000
6.97000
1100.00000
0.25899
0.04000
-1.40000
0.01
0.03
0.00000
7.00000
6.96000
0.03000
0.09675
17
RJ / Jones LaSalle
Eastdil
DLA / Hogan
Gibson
Definitive agreement; City Office REIT is an internally-managed real estate company focused on acquiring, owning and operating office properties located predominantly in Sun Belt markets. City Office currently owns or has a controlling interest in 5.4 million square feet of office properties. The Company has elected to be taxed as a real estate investment trust for U.S. federal income tax purposes; MCME Carell is an affiliate of Elliott Investment Management L.P. and Morning Calm Management, LLC. Elliott Investment Management L.P. (together with its affiliates, "Elliott") is a multi-strategy investment manager and one of the oldest funds of its kind under continuous management. As of December 31, 2024, Elliott manages approximately $72.7 billion in assets. Morning Calm Management, LLC is an investment and management firm with a focus on special situation investing and commercial real estate credit. The firm owns approximately 10 million square feet of commercial real estate on behalf of institutional and private capital and manages a series of investment strategies across the real estate capital structure; Upon the closing of the Transaction, holders of the Companys 6.625% Series A Cumulative Preferred Stock will receive cash equal to $25.00 per share, plus all accrued and unpaid distributions; The Transaction is valued at approximately $1.1 billion, including the assumption or repayment of indebtedness, the redemption of the Companys issued and outstanding preferred stock, and the sale of the Companys Phoenix portfolio; Conclusion of extensive process to explore potential strategic alternatives; The Transaction is expected to close in the fourth quarter of 2025 and is subject to the satisfaction of a number of customary closing conditions more thoroughly described in the Merger Agreement, including the approval of City Office shareholders. The Transaction has been unanimously approved by City Offices Board of Directors. The Transaction is not conditioned upon the receipt of financing by the Buyer; City Office will pay its previously announced second quarter dividend on July 24, 2025, but the City Office Board of Directors has resolved to suspend future quarterly common stock dividend payments through the expected close of the Transaction; Valuation: 6.2x FFO (2026E), 12.8x AFFO (2026E), 11.7x EBITDA (2026E), 2.65% cap rate; Outside date Jan 20 2026; The Company also announced today that on June 18, 2025, CIO 5090, Limited Partnership; CIO Block 23, LLC; CIO Papago Tech Holdings, LLC; CIO San Tan I, Limited Partnership; CIO San Tan II, Limited Partnership; CIO Pima, Limited Partnership; CIO Quad, Limited Partnership; and CIO Camelback, Limited Partnership (collectively, the Seller), each an indirect subsidiary of the Company, entered into an Agreement of Purchase and Sale and Joint Escrow Instructions (as amended, the Phoenix Sale Agreement) with a buyer (the Buyer), pursuant to which the Seller agreed to sell, and the Buyer agreed to purchase, certain land and improvements located at 5090 North 40th Street, Phoenix, Arizona 85018; 101 East Washington Street, Phoenix, Arizona, 85004 (the Block 23 Asset); 1600 and 1700 North Desert Drive, Tempe, Arizona 85034; 3100 and 3200 West Ray Road, Chandler, Arizona 85226; 9000 and 9200 East Pima Center Parkway, Scottsdale, Arizona 85258 (the Pima Center Asset); 62006390 East Thomas Road, Scottsdale, Arizona 85251; and 6991 East Camelback Road, Scottsdale, Arizona 85251 (collectively, the Phoenix Assets), for an aggregate purchase price of $296 million, subject to customary closing prorations and credits (the Phoenix Portfolio Sale Transaction). On July 23, 2025, the Buyer and the Seller entered into the First Amendment to Agreement of Purchase and Sale and Joint Escrow Instructions (the First Amendment) and, in connection therewith, the Buyer and the Seller waived their unilateral termination rights pursuant to the Phoenix Sale Agreement, thus making the Phoenix Sale Agreement a binding contractual obligation on the Buyer and the Seller; The Phoenix Sale Agreement contains customary representations, warranties, and covenants by the Seller and the Buyer and customary closing conditions in favor of the Seller and the Buyer. The Buyer has made an aggregate earnest money deposit of $20,000,000.00 under the Phoenix Sale Agreement, which is non-refundable except in the event of a default by the Seller, the failure of a closing condition in favor of the Buyer, or a material casualty or condemnation of a property; The Phoenix Portfolio Sale Transaction is scheduled to close on August 14, 2025; Aug 15 2025 announced first closing of Phoenix portfolio sale; Background: Strategic Review and Initial Outreach (2023Early 2024): In April 2023, JLL Securities and Raymond James were hired as financial advisors to evaluate alternatives: mergers, joint ventures, asset sales, take-private transactions, or remaining public. Discussions with multiple investors began, but most did not progress. Bidder A emerged as a serious party in early 2024, showing interest but raising concerns due to unclear financing. Bidder As Proposals and Terminations (FebJuly 2024): FebJun 2024: Bidder A submitted multiple letters of intent with fluctuating price ranges ($6$9 per share) and uncertain financing. The Board repeatedly engaged and then terminated talks due to lack of credibility. July 2024: Bidder A returned with higher offers ($8.25$9.00), but doubts persisted about financing. Meanwhile, Morning Calm, backed by Elliott, entered the process and showed strong interest. Broad Market Outreach (SummerFall 2024): Between JulySept 2024, the Company engaged with 11 potential investors. Offers received included: Asset sales (Bidders BD). Whole-company bids: Morning Calm ($7/share) and Bidder A ($8.25/share). After assessing all offers, the Board entered exclusivity with Bidder A at $8.50/share in Oct 2024. By Dec 2024, Bidder A failed to secure firm financing, and discussions were termin
>50% vote target; Sale of the Companys Phoenix portfolio;
CLCO
Cool Company Ltd.
EPS Ventures Ltd
29-September-25
31-December-25
Merger
Friendly
Infrastructure
9.65000
0.00000
9.65000
1794.57092
0.24196
0.17000
-1.73922
0.59300
0.00
0.09
0.00000
9.80000
9.63000
0.16000
0.08124
77
Evercore
Credit Agricole
Latham
Skadden
Merger agreement; CoolCo is an LNG Carrier pure play with a fleet of 13 vessels and a well-balanced portfolio of short- and long-term charters with the worlds leading oil & gas, trading, and utility companies. In addition to organic growth from two newbuilds delivered in Q4 2024 and Q1 2025, CoolCos strategy includes ongoing assessment of growth opportunities through vessel acquisitions and potential consolidation in the fragmented LNG market; The transaction will be implemented through a merger of a wholly-owned subsidiary of EPS with and into CoolCo.; The Board of Directors of CoolCo (the Board) established an independent Special Committee, comprised solely of independent and disinterested directors, with its own independent legal and financial advisors, to review and negotiate the terms of the proposed merger. The Special Committee has completed its review and unanimously determined that the transaction, including the merger, is fair to, and in the best interests of, the Company and its shareholders and has recommended that the Board approve the transaction and recommend approval of the merger to the shareholders; The merger is expected to close during the fourth quarter of 2025 or the first quarter of 2026, subject to approval of the transaction by holders of a majority of the common shares of CoolCo and the satisfaction of certain other customary closing conditions; EPS owns 59.3% of the common shares outstanding and intends to enter into a support agreement with the Company committing to vote its common shares in favor of the merger; Valuation: 13.2x EPS (2026E), 8.85x EBITDA (2026E), 5.74x sales (2026E); Outside date March 1, 2026;
>50% vote target; HSR expiry;
CMA
FITB
Comerica Incorporated
Fifth Third Bancorp
06-October-25
31-March-26
Merger
Friendly
Financial
0.00000
1.86630
75.45000
10900.00000
0.17480
2.04707
-9.46913
0.05
0.18
0.00000
77.39707
75.35000
3.17726
0.09447
167
JPMorgan / Keefe
GS
Wachtell
Sullivan
Definitive merger agreement; Comerica Incorporated is a financial services company headquartered in Dallas, Texas, and strategically aligned by three business segments: The Commercial Bank, The Retail Bank and Wealth Management. Comerica, one of the 25 largest commercial U.S. financial holding companies, focuses on building relationships and helping people and businesses be successful. Comerica provides banking centers across the country with locations in Arizona, California, Florida, Michigan and Texa; At close, Fifth Third shareholders will own approximately 73% and Comerica shareholders will own approximately 27% of the combined company; This transaction brings together two long-tenured banking franchises to create the 9th largest U.S. bank with approximately $288 billion in assets. The combination is expected to be immediately accretive to shareholders, deliver peer-leading efficiency, return on assets and return on tangible common equity ratios, and create a compelling platform to generate sustainable long-term growth; The transaction is anticipated to close at the end of the first quarter of 2026. The transaction is subject to shareholder approvals for both Fifth Third and Comerica, customary regulatory approvals and closing conditions; Valuation: 15.4x EPS (2026E), 1.73x TBV; Synergies of $850 million; Signed CA September 24, 2025; Outside date October 5, 2026;
>50% vote target; >50% vote acquiror; Fed; FDIC; OCC;
CORZ
CRWV
Core Scientific
CoreWeave
07-July-25
15-November-25
Merger
Friendly
Tech
0.00000
0.12350
18.45000
9000.00000
0.60148
-1.96016
-8.14964
0.03
0.00
0.00000
16.47984
18.44000
-6.11313
-0.99128
31
Moelis / PJT
GS
Wachtell
Davis / Kirkland
Definitive agreement; Core Scientific is a leading data center infrastructure provider; CoreWeave, the AI HyperscalerTM, delivers a cloud platform of cutting-edge software powering the next wave of AI; Through this acquisition, CoreWeave will own approximately 1.3 GW of gross power across Core Scientifics national data center footprint1 with an incremental 1 GW+ of potential gross power available for expansion; The transaction is expected to close in the fourth quarter of 2025, subject to customary closing conditions, including regulatory approval and approval by Core Scientific stockholders; Upon close, CoreWeave expects Core Scientifics stockholders ownership of the combined company will be less than 10%; Valuation: 46.0x EPS (2026E), 44.6x EBITDA (2026E), 10.5x sales (2026E); Outside date April 7, 2026; Signed CA June 13, 2025; Aug 7 2025 Two Seas Capital, Core Scientifics largest active shareholder (6.3%), announced intention to vote against the merger; Background: June 3, 2024: CoreWeave made an unsolicited all-cash proposal at $5.75 per share, citing synergies and no financing contingency. Cores board rejected it on June 6, 2024, deeming it undervalued given Cores HPC growth strategy. A press release confirmed rejection, but no competing bidders emerged. Feb 2025: Cores board discussed risks tied to its reliance on CoreWeave, and broader HPC market uncertainty (triggered by DeepSeeks more GPU-efficient AI model). Despite risks, Core pursued further expansion with CoreWeave due to difficulty attracting other customers. March 2025: CoreWeave completed a successful IPO on Nasdaq, raising its profile and valuation. June 6, 2025: CoreWeave offered a stock-for-stock deal: Exchange ratio of 0.092 CoreWeave shares per Core share (~$15/share, a 45% premium). Requested 21-day exclusivity. Cores board considered the offer but found terms insufficient - it retained Moelis & Co. and PJT Partners as advisors, began due diligence, and signaled CoreWeave should improve its proposal. Discussions considered deal structures (cash, collars, floating ratios), but CoreWeave insisted on a fixed exchange ratio. June 26, 2025: CoreWeave raised its offer to 0.122 shares (56.8% premium). Cores board pushed for further improvement, authorizing Sullivan (CEO) to counter at 0.14 shares. June 27, 2025: CoreWeave made its best and final offer: 0.1235 shares per Core share (60% premium). CoreWeave refused cash components, floating ratios, or collars. July 7, 2025: Cores board unanimously approved the merger. A joint press release and investor call announced the deal before U.S. markets opened;
>50% vote target; HSR expiry (filed July 25 2025, attained Aug 25 2025);
CTLP
Cantaloupe, Inc.
365 Retail Markets, LLC (Providence Equity Partners)
16-June-25
15-January-26
Merger
Friendly
Tech
11.20000
0.00000
10.60000
874.48297
0.33811
0.61000
-2.22000
0.17800
0.04
0.22
0.00000
11.20000
10.59000
0.60000
0.24439
92
JPMorgan
William
King
Weil
Definitive agreement; Cantaloupe, Inc. is a global technology leader offering end-to-end technology solutions for self-service commerce; 365 Retail Markets, LLC ("365") is a leading innovator in unattended retail technologies. 365 is a portfolio company of Providence Equity Partners L.L.C. (Providence), a specialist private equity firm focused on growth-oriented investments in media, communications, education, and technology companies across North America and Europe; Cantaloupes and 365s complementary strengths will enable the combined company to offer a seamless unattended retail platform for customers around the globe, from hardware to software, and payment processing technology to data analytics. Cantaloupes offerings in delivering frictionless payments and software services combined with 365s innovation and focus in self-checkout technology primarily for foodservice operator (FSO) centric, enterprise-focused customers are expected to help expand the combined companys customer base, product suite, and vertical reach. Together, they will have a diversified portfolio and be better positioned to serve both FSO and non-FSO customers across convenience services, retail, hospitality, and sports and entertainment, with a growing footprint in North America, Latin America, and Europe. The combined company will have a strong financial foundation and the transaction is expected to unlock meaningful synergies to fuel further investment in the business and customer benefits. These synergies include customer cost savings, cross-sell opportunities, and growth through new product rollouts, increased software adoption, and payments expansion; Under the terms of the agreement, Cantaloupe shareholders will receive $11.20 per share in cash. The per share purchase price represents a 34% premium to Cantaloupes unaffected closing stock price on May 30, 2025 (the last trading day prior to published market speculation regarding a potential transaction involving Cantaloupe); The transaction, which was approved unanimously by the Cantaloupe Board of Directors, is expected to close in the second half of 2025, subject to customary closing conditions, including approval by Cantaloupe shareholders and the receipt of required regulatory approvals; The transaction is not subject to a financing condition and 365 has received fully committed financing for the transaction; Certain shareholders and members of the Cantaloupe Board of Directors have entered into voting agreements pursuant to which they have agreed, among other things, to vote their shares of Cantaloupe stock in favor of the transaction, subject to certain conditions. These shareholders currently represent approximately 14% of the voting power of Cantaloupes stock; Valuation: 23.8x EPS (2026E), 14.4x EBITDA (2026E), 2.51x sales (2026E); Outside date June 15, 2026 (subject to extension until September 15, 2026); As an inducement to Parent to enter into the Merger Agreement, Hudson Executive Capital LP and members of the Board of Directors of the Company who collectively own approximately 14% of the Companys Common Stock (collectively, the Supporting Shareholders), entered into voting and support agreements with Parent; With 365+Avanti already above 50% of U.S. selfcheckout/vending tech, adding Cantaloupe further boosts combined share in payment and telemetryapproaching potential 7080% in key U.S. segments; Background: December 2024 January 2025: Initial contact from Party D; no terms discussed until January 21, when Party D offered $10.00 per share. February 2025: Additional offers emerged: Party A: Verbal indication of $10.00-$10.50 per share. Party G: Offered $11.50 per share. Public report (Reuters, Feb 25) leaked that Cantaloupe was exploring strategic alternatives. Following the Reuters article, 12 more potential acquirors expressed interest. J.P. Morgan contacted a total of 36 parties (27 financial, 9 strategic). Multiple confidentiality agreements signed; numerous preliminary offers were received between March and April 2025 ranging between $9.00 and $11.00 per share from various parties (Parties B, C, E, F, H, 365). By April 2025, the Board, via a Transaction Committee, focused diligence access on four bidders deemed most credible: 365, Party C, Party D, and Party H. Party H withdrew in May 2025. Parties submitted revised proposals ranging between $9.20 and $11.20 per share. By June 10, 2025, final proposals were received: 365: $10.75/share (later increased to $11.20/share on June 12). Party D: $10.00/share (later increased to $10.50/share on June 11). Party B & I: $10.50/share, but financing and terms less certain. Party C: $10.00/share, mixed cash/stock offer, contingencies remained. The Board determined 365s offer provided the best certainty and value for shareholders, representing a 33.8% premium to the unaffected stock price. The Board unanimously approved the merger agreement on June 15, 2025. June 16, 2025: Cantaloupe and 365 publicly announced the merger at $11.20 per share in cash;
>50% vote target; HSR expiry (filed July 15 2025, pulled and refiled Aug 18 2025, received second request from FTC Sept 17 2025)
CVAC
BNTX
CureVac N.V.
BioNTech SE
12-June-25
15-November-25
Exchange Offer
Friendly
Biotech
0.00000
0.05243
5.37000
812.41998
0.34152
0.10000
-1.29000
0.50080
0.05
0.07
0.00000
5.46000
5.36000
0.10953
0.26893
31
GS
PJT
Skadden / NautaDutilh
Covington / Hengeler / Loyens
Definitive Purchase Agreement; CureVac is a clinical-stage biotech company developing a novel class of transformative medicines in oncology and infectious diseases based on messenger ribonucleic acid (mRNA); Acquisition will strengthen the research, development, manufacturing and commercialization of mRNA-based cancer immunotherapy candidates, marking BioNTechs next key milestone in the execution of its oncology strategy; Acquisition of CureVac will complement BioNTechs capabilities and proprietary technologies in mRNA design, delivery formulations, and mRNA manufacturing; Public exchange offer for all shares of CureVac where each share of CureVac will be exchanged for approx. $5.46 in BioNTech American Depositary Shares (ADSs), representing a premium of 55% to CureVacs three-month volume weighted average price of approx. $3.53 as of June 11, 2025; All-stock acquisition has potential to create long-term value for both companies shareholders given their complementary capabilities, focus on mRNA innovation, and shared vision; Transaction is supported by CureVacs major shareholder dievini Hopp BioTech holding GmbH & Co. KG and certain of its affiliates and expected to close in 2025; Under the terms of the Purchase Agreement, each CureVac share will be exchanged for approx. $5.46 in BioNTech ADSs, resulting in an implied aggregate equity value for CureVac of approx. $1.25 billion (subject to the adjustments described below). The consideration is subject to a collar mechanism, such that if the 10-day volume weighted average price of the BioNTech ADSs ending on the fifth business day prior to the closing of the offer (VWAP) exceeds $126.55, the exchange ratio would be 0.04318, and if the VWAP is lower than $84.37, the exchange ratio would be 0.06476; Upon closing of the transaction, CureVac shareholders are expected to own between 4% and 6% of BioNTech; The transaction was unanimously approved by both BioNTechs and CureVacs management and supervisory boards. The transaction, which is expected to close in 2025, is subject to the satisfaction of customary closing conditions, including a minimum acceptance threshold of at least 80% of CureVacs shares (which threshold may be reduced to 75% unilaterally by BioNTech under certain circumstances) and required regulatory approvals; Certain shareholders of CureVac representing 36.76% of CureVacs shares, including dievini Hopp BioTech holding GmbH & Co. KG and certain of its affiliates and all members of CureVacs management and supervisory boards, have entered into tender and support agreements, pursuant to which they have agreed, among other things, and subject to the terms and conditions of such agreements, to tender their shares in the exchange offer and to vote in favor of the resolutions relating to the transaction at the CureVac extraordinary general meeting to be held in connection with the transaction. In addition, the German Federal government has confirmed to generally have a positive view on the transaction. BioNTech therefore assumes that Kreditanstalt fur Wiederaufbau which holds 13.32% of the shares in CureVac on behalf of the Federal Republic of Germany will support the transaction by tendering its shares in CureVac. As a result, BioNTech expects to have contractual commitments to support the transaction from shareholders of CureVac representing a total of 50.08% of CureVac shares towards the 80% minimum condition required under the exchange offer; Valuation: 8.5x sales (2026E); Outside date March 12, 2026; Background: Feb 1114, 2025: BioNTechs James Ryan and CureVacs Ramanayake & Rau held video meetings to explore resolving litigation and considering broader collaboration or a strategic deal. Feb 26, 2025: CEOs Ugur Sahin (BioNTech) and Alexander Zehnder (CureVac) met in Mainz, Germany, supporting the idea of a strategic transaction. Mar 36, 2025: Further meetings in Norfolk, VA continued discussions on litigation. Mar 13, 2025: Supervisory board members joined meetings in Frankfurt to discuss potential deal structures. Mar 21, 2025: BioNTech submitted a preliminary non-binding stock-for-stock offer at a ratio of 0.02860.0263 BioNTech ADSs per CureVac share. Apr 7, 2025: BioNTech raised its proposal to 0.0476 ADSs per CureVac share, representing a 5483% premium. Apr 11, 2025: Companies signed a confidentiality agreement. Apr 1530, 2025: CureVac opened a data room, management presentations were held, and scientific, financial, and IP diligence took place. BioNTech toured CureVacs facility in Tubingen. Apr 30, 2025: A heightened confidentiality protocol was established. May 1, 2025: CureVac delivered a draft purchase agreement. May 4, 2025: A special confidentiality agreement was signed. May 8Jun 11, 2025: Extensive diligence and negotiations covered financial terms, exchange ratio collars, equity awards, employee transaction bonuses, regulatory approvals, and termination rights. Multiple drafts of agreements were exchanged. Jun 11, 2025: Both BioNTech and CureVac boards approved the Purchase Agreement. Jun 12, 2025: The companies executed the Purchase Agreement and jointly announced it before U.S. markets opened;
>80% tender; HSR expiry; German FCO (attained Oct 14 2025);
CYBR
PANW
CyberArk
Palo Alto Networks
30-July-25
27-February-26
Merger
Friendly
Tech
45.00000
2.20050
486.66000
24223.88477
0.29274
11.10067
-101.41015
0.03
0.10
0.00000
496.85068
485.75000
16.56849
0.09434
136
Qatalyst
JPMorgan
Latham
Wachtell / Arnold
Definitive agreement; CyberArk (NASDAQ: CYBR) is the global leader in Identity Security, trusted by organizations around the world to secure human and machine identities in the modern enterprise. CyberArks AI-powered Identity Security Platform applies intelligent privilege controls to every identity with continuous threat prevention, detection and response across the identity lifecycl; Will accelerate Palo Alto Networks platform strategy by establishing Identity Security as a new core platform; CyberArk extends Identity Security to all users by advancing the vision that every identity, human, machine and AI requires deep security for access across the modern enterprise; Will deliver Identity Security for agentic AI to secure the new wave of autonomous AI agents by providing foundational controls for this emerging class of privileged identities; Will provide customers with the optimal combination of best of breed technology and integrated platforms to deliver near real-time security outcomes; This strategic combination will mark Palo Alto Networks formal entry into Identity Security, establishing it as a core pillar of the companys multi-platform strategy. Combining CyberArks long-standing leadership in Identity Security and Privileged Access Management (PAM) with Palo Alto Networks comprehensive AI-powered security platforms will extend privileged identity protection to all identity types including human, machine, and the new wave of autonomous AI agents. CyberArk is already establishing itself as an Identity Security platform, and Palo Alto Networks will help accelerate this journey towards platformization to drive better combined security outcomes for customers; The transaction is expected to be immediately accretive to Palo Alto Networks revenue growth and gross margin. Palo Alto Networks also expects the transaction to be accretive to free cash flow per share in fiscal year 2028 following the first full year of realization of synergies; The transaction has been unanimously approved by the Boards of Directors of both Palo Alto Networks and CyberArk, and is expected to close during the second half of Palo Alto Networks fiscal 2026, subject to the satisfaction of customary closing conditions, including the receipt of regulatory clearances and approval by CyberArk shareholders; Horizontal competition between parties: Limited. The two companies are not direct competitors across most segments. CyberArk has dominant PAM presence, PANW is dominant in network and cloud security; Vertical: More relevant. PANW may leverage CyberArk to bundle identity tools into broader security platforms, potentially foreclosing rivals like Okta or BeyondTrust from Prisma integrations; Market Concentration (HHI Impact) - Privileged Access Management (PAM): CyberArk holds 2530% global share ([Gartner, 2024 Magic Quadrant]), but PANWs share here is negligible. Identity Security & Governance: No single player exceeds 15% (Okta, Microsoft, CyberArk, SailPoint, ForgeRock all have slices). Post-merger HHI: Likely below critical 2,500 threshold in each identity segment. Little direct impact on industry concentration; Valuation: 102.0x EPS (2026E), 67.0x EBITDA (2026E), 15.3x sales (2026E); The cash portion of the Merger Consideration is expected to be financed with cash on hand; Outside date July 30, 2026, subject to an extension to October 30, 2026 in order to obtain required regulatory approvals; Signed CA June 25, 2025; Background: Initial Contacts (2023Early 2025): May 2023: PANW CEO Nikesh Arora informally asked CyberArk Executive Chairman Udi Mokady about a potential strategic deal. CyberArk declined, preferring a standalone strategy. AprilMay 2025: The companies met at the RSA Conference to discuss a potential commercial partnership and product integrationsno acquisition talks occurred. Renewed Acquisition Interest (June 2025): June 4, 2025: Arora re-approached Mokady, expressing interest in a strategic transaction rather than a partnership. June 17, 2025: Senior leaders met to discuss CyberArks business and strategic rationale for a deal, but not pricing. June 2025, 2025: The parties signed a mutual NDA with standstill provisions and began limited due diligence. Negotiation Timeline and Bids: July 1, 2025: PANW submitted a non-binding all-stock proposal at 2.318 PANW shares per CyberArk share (~$458 implied value, ~17% premium). July 35, 2025: CyberArks board, advised by Qatalyst Partners and counsel (Latham & Watkins, Meitar), reviewed the offer, considered other bidders, and formed a Transaction Committee. July 5, 2025: CyberArk countered at $525 per share ($190 cash + $335 stock) and requested a $2 billion reverse termination fee. July 7, 2025: PANW revised to $480 per share ($45 cash + $435 stock) and sought exclusivity, declining a reverse termination fee. July 9, 2025: CyberArk countered at $510 per share ($100 cash + $410 stock) and insisted on a $2 billion reverse termination fee. PANW replied verbally with $495 per share ($45 cash + $450 stock) and a $500 million reverse termination fee. July 10, 2025: PANW improved to $495 per share with a $1 billion reverse termination fee, CyberArk authorized negotiations on these terms. July 12, 2025: CyberArk agreed to exclusivity through August 6 in exchange for fiduciary-out protections. Due Diligence and Drafting: Midlate July 2025: The parties exchanged drafts of the merger agreement, addressing termination fees, fiduciary-out provisions, and regulatory obligations. Termination fee proposals moved between $500 million and $1 billion for various contingencies. Late-Stage Adjustments: July 27, 2025: PANW lowered its offer to $475.21 per share due to stock price changes. CyberArk rejected this. July 28, 2025: PANW returned with a best and final offer of $45 in cash plus 2.2005 PANW shares (~$495 implied value, ~29% premium). July 29, 2025: Final terms were settled after media leaks accelerated the timeline. Board Approval and Signing: July 30, 2025: CyberArks bo
>50% vote target; HSR expiry (filed Sept 4 2025, attained Sept 24 2025); EC;
DAY
Dayforce, Inc.
Thoma Bravo
21-August-25
15-January-26
Merger
Friendly
Tech
70.00000
0.00000
68.23000
12300.00000
0.32375
1.78000
-15.34000
0.03
0.10
0.00000
70.00000
68.22000
1.77000
0.10697
92
Evercore
GS / JPMorgan
Wachtell
Kirkland
Definitive agreement; Dayforce, Inc. is a global leader in human capital management (HCM) technology; The transaction includes a significant minority investment from a wholly owned subsidiary of the Abu Dhabi Investment Authority (ADIA); The transaction, which was approved by the Dayforce Board of Directors, is expected to close in early 2026, subject to customary closing conditions, including approval by Dayforce stockholders and the receipt of required regulatory approvals. The transaction is not subject to a financing condition; Financing for the transaction is being provided by Goldman Sachs & Co. LLC; Outside date May 21, 2026; Valuation: 26.8x EPS (2026E), 17.1x EBITDA (2026E), 5.67x sales (2026E); Background: The Companys board and management regularly reviewed strategic optionsincluding remaining independent, pursuing acquisitions, or considering a sale. CEO David Ossip routinely engaged with potential buyers. In August 2024, Ossip was approached by Orlando Bravo of private equity firm Thoma Bravo, leading to initial meetings and a confidentiality agreement. Thoma Bravo expressed preliminary interest at $65 per share, which the Company rejected. After a lull, Thoma Bravo re-engaged in February 2025. Through spring 2025, Thoma Bravo conducted due diligence and raised its soft indication to $68 per share, which the Company again declined as inadequate. Other potential buyers (Financial Sponsor A, Financial Sponsor B, and a Strategic Party A) expressed interest but offered lower prices or did not pursue talks. Internal reviews highlighted a limited pool of credible strategic or financial buyers due to the Companys size and industry dynamics. The board monitored operating performance, including an efficiency plan and mixed quarterly results. Despite strong bookings, slowing recurring revenue and macroeconomic risks pressured the stock, which traded in the mid-$50s to low-$60s. An investment banks industry update noted that the Companys valuation was already high relative to peers, with execution risk around its long-term goal of $1 billion free cash flow by 2031. On June 10, 2025, Thoma Bravo submitted a non-binding letter of intent at $70 per share, calling it its best price. The board pressed for a higher bid but Thoma Bravo repeatedly stated it was maxed out. After weighing the risks of remaining publicincluding execution, market, and competitive risksthe board authorized exclusive talks while reserving the right to seek a higher price. Through July and early August 2025, Thoma Bravo conducted extensive diligence under exclusivity, seeking financing consents and additional management access. The Company resisted requests for further extensions unless Thoma Bravo signaled a willingness to raise its offer. Thoma Bravo declined, reiterating that $70 was final. A leak of the talks on August 17 caused the stock to rise but no competing bids emerged. Despite a brief attempt by Thoma Bravo to cut the price to $67.50, the Company insisted on $70. Thoma Bravo ultimately reaffirmed the $70 offer, and after confirmatory diligence the parties reached final agreement. On August 20, 2025, the boardadvised by Evercore and Wachtell Liptonunanimously approved the merger agreement at $70 per share, concluding it offered superior value versus the risk-adjusted standalone plan. The transaction was publicly announced on August 21, 2025; Oct 8 2025 T Rowe Price (15.9% holder) to vote Against;
>50% vote target; HSR expiry (filed Sept 18 2025); Competition Canada (filed Sept 18 2025); Officer of the Comptroller of the Currency; CFIUS; Australia FIRB; Australia ACCC;
EA
Electronic Arts Inc.
PIF / Silver Lake / Affinity Partners
29-September-25
30-June-26
Merger
Friendly
Tech
210.00000
0.00000
200.39999
55000.00000
0.24762
10.20000
-31.59313
0.09900
0.02
0.24
0.00000
210.57001
200.37000
10.19000
0.07270
258
GS
JPMorgan
Wachtell
Kirkland / Gibson / Simpson / Sidley
Definitive agreement; Electronic Arts Inc. is a global leader in interactive entertainment; Under the terms of the agreement, the Consortium will acquire 100% of EA, with PIF rolling over its existing 9.9% stake in the Company; The transaction was approved by EAs Board of Directors, is expected to close in Q1 FY27 and is subject to customary closing conditions, including receipt of required regulatory approvals and approval by EA stockholders; The transaction will be funded by a combination of cash from each of PIF, Silver Lake, and Affinity Partners as well as roll-over of PIFs existing stake in EA, constituting an equity investment of approximately $36 billion, and $20 billion of debt financing fully and solely committed by JPMorgan Chase Bank, N.A., $18 billion of which is expected to be funded at close. Each of PIF, Silver Lake, and Affinity Partners plan to fund the equity component of the financing entirely from capital under their respective control; Outside date September 28, 2026 (shall automatically be extended to December 28, 2026); Valuation: 22.9x EPS (2027E), 18.8x EBITDA (2027E), 6.65x sales (2027E);
>50% vote target; HSR expiry; CFIUS; Competition Canada; EC; UK CMA;
EM
Smart Share Global Limited
Consortium
04-August-25
15-November-25
Merger
Friendly
Tech
1.25000
0.00000
1.30000
-72.91100
0.73611
-0.09000
-0.59880
0.64000
0.00
-0.05000
1.20000
1.29000
-0.10000
-0.61328
31
Kroll
Skadden / Maples
Davis / Weil / Harney / Haiwen
Definitive merger agreement; Smart Share Global Limited (Nasdaq: EM), or Energy Monster, is a consumer tech company with the mission to energize everyday life. The Company is a leading provider of mobile device charging service in China with an extensive network of partners powered by its own advanced service platform; Pursuant to the Merger Agreement, at the effective time of the Merger (the Effective Time), each American Depository Share of the Company (each, an ADS), representing two (2) class A ordinary shares of the Company, par value US$0.0001 each (the Class A Shares, together with class B ordinary shares of the Company, par value US$0.0001 each, collectively, the Shares), issued and outstanding immediately prior to the Effective Time, other than ADSs representing Excluded Shares (as defined in the Merger Agreement), together with the Shares represented by such ADSs, will be cancelled and cease to exist in exchange for the right to receive US$1.25 in cash per ADS without interest (less applicable fees, charges and expenses payable by ADS holders, and such consideration, the Per ADS Merger Consideration), and each Share issued and outstanding immediately prior to the Effective Time, other than Excluded Shares, Dissenting Shares (as defined in the Merger Agreement) and Shares represented by ADSs, will be cancelled and cease to exist in exchange for the right to receive US$0.625 in cash per Share without interest (together with the Per ADS Merger Consideration, the Merger Consideration); The Consortium includes Trustar Mobile Charging Holdings Limited (together with its affiliated investment entities), Mr. Mars Guangyuan Cai, Chairman of the Board of Directors (the Board) and Chief Executive Officer of the Company, Mr. Peifeng Xu, Director and President of the Company, Mr. Victor Yaoyu Zhang, Chief Marketing Officer of the Company, and Ms. Maria Yi Xin, Director and Chief Financial Officer of the Company; The Consortium intends to fund the Merger through a combination of (i) cash contributions from certain members of the Consortium pursuant to their respective equity commitment letters, (ii) proceeds from certain committed term loan facility to be provided by Bank of China Limited, Shanghai Branch, and (iii) rollover equity contributions by the Rollover Shareholders (as defined in the Merger Agreement); The Board, acting upon the unanimous recommendation of a committee of independent and disinterested directors established by the Board (the Special Committee), approved the Merger Agreement and the Merger and resolved to recommend the Companys shareholders vote to authorize and approve the Merger Agreement and the Merger. The Special Committee negotiated the terms of the Merger Agreement with the assistance of its independent financial and legal advisors; The Merger, which is currently expected to close during the fourth quarter of 2025, is subject to customary closing conditions, including, among others, (i) that the Merger Agreement shall be authorized and approved by an affirmative vote of at least two-thirds of the votes cast by the shareholders 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) receipt of certain regulatory approvals; As of the date of this press release, members of the Consortium and the Rollover Shareholders beneficially own Shares representing approximately 64% of the voting rights;
66 2/3 vote target; <15% dissent;
ETNB
RHHBY
89bio, Inc.
Roche
18-September-25
29-October-25
Tender Offer
Friendly
Biotech
14.50000
0.00000
14.78000
3500.00000
0.79455
0.63000
-6.18848
0.13400
0.02
0.09
0.90000
15.40000
14.77000
0.62000
1.92137
14
Moelis / Centerview
Citi
Gibson
Sidley
Merger agreement; 89bio, Inc. is a clinical-stage biopharmaceutical company focused on the development and commercialization of innovative therapies for the treatment of liver and cardiometabolic diseases; 89bio stockholders to receive up to $20.50 per share in cash, comprised of $14.50 per share in cash at closing and a non-tradeable contingent value right (CVR) to receive up to an aggregate of $6.00 per share in cash; transaction represents total equity value of up to approximately $3.5 billion; Transaction reflects pegozafermins potential best-in-disease profile for the treatment of moderate to severe metabolic dysfunction-associated steatohepatitis (MASH); 89bio to join the Roche Group as part of Roches Pharmaceuticals Division; The merger agreement has been unanimously approved by 89bios Board of Directors, and 89bios Board of Directors unanimously recommends that 89bio stockholders tender their shares in the tender offer; Each non-tradeable CVR will entitle its holders to receive the following contingent cash payments, conditioned upon the achievement of certain milestones, within specified time periods: $2.00 per share in cash, upon the first commercial sale of pegozafermin in F4 MASH cirrhotic patients (by March 31, 2030). $1.50 per share in cash, upon pegozafermin reaching annual net sales globally of at least US $3.0 billion in any calendar year (by December 31, 2033). $2.50 per share in cash, upon pegozafermin reaching annual net sales globally of at least US $4.0 billion in any calendar year (by December 31, 2035); Outside date March 17, 2026, subject to two additional 120-day extensions at the option of either the Company or Parent for the sole purpose of obtaining requisite clearances under the HSR Act; Background: Roche (Parent) has long considered strategic options to expand its pharma business, including acquisitions. In March 2023, Genentech (Roche affiliate) signed an NDA with 89bio regarding pegozafermin. The NDA was later extended in March 2025. Multiple diligence discussions occurred through 20232024, including limited data room access and meetings at J.P. Morgan Healthcare Conferences. In January 2025, Akero Therapeutics released positive Phase 2b data in the FGF21 therapeutic class, which increased Roches interest. Roche assembled a diligence team, gained broader VDR access in FebMar 2025, and focused on manufacturing strategy. Initially, Roche explored collaboration or exclusive license structures. By June 2025, 89bio and its advisors (Moelis, Centerview) communicated a preference for an acquisition over collaboration. Roche engaged Citi as financial advisor and Sidley Austin as legal counsel. July 7, 2025: Roche offered $13.00/share cash rejected by 89bio. July 30, 2025: Revised to $14.00/share cash + $2.00 CVR tied to Stage 4 MASH milestone still inadequate. Aug 25, 2025: Increased to $14.50/share cash + $5.00 total CVRs (milestones: Stage 4 MASH first sale - $3B and $4B sales targets). Roche also requested exclusivity.Aug 29, 2025 (Best and Final): Same $14.50/share cash + modified CVRs ($2.00, $1.50, $2.50) with extended timelines exclusivity agreement executed. Parties exchanged drafts of the Merger Agreement and CVR Agreement through early September 2025. On Sept 17, 2025, Roche and 89bio executed the Merger Agreement and CVR Agreement. On Sept 18, 2025, both parties announced the deal, with Roche launching a tender offer for all outstanding 89bio shares at $14.50/share cash + CVRs;
>50% tender; HSR expiry (filed Sept 29 2025);
FNBT
CBSH
FineMark Holdings, Inc.
Commerce Bancshares, Inc.
16-June-25
01-January-26
Merger
Friendly
Financial
0.00000
0.69000
36.35000
585.00000
0.54727
1.11135
-11.80277
0.04
0.09
0.00000
36.51135
35.40000
1.35892
0.19276
78
Piper
Keefe
Alston
Holland
Definitive merger agreement; FineMark is the parent company of FineMark National Bank & Trust, a nationally chartered commercial bank and trust company serving clients through 13 banking offices in Florida, Arizona and South Carolina. As of March 31, 2025, FineMark had assets of $4.0 billion, deposits of $3.1 billion and loans of $2.6 billion. FineMarks Trust and Investment business delivers a comprehensive suite of highly personalized services to approximately 2,000 clients with approximately $7.7 billion in assets under administration (AUA); Bolsters wealth management business in high-growth markets with addition of FineMarks assets under administration of $7.7 billion and bank assets of $4.0 billion; The definitive merger agreement has been approved by the board of directors of each company. The transaction remains subject to regulatory approval, approval of FineMark shareholders and other customary closing conditions. Pending these approvals, the transaction is anticipated to close on January 1, 2026; Valuation: 1.41x BV, 1.43x TBV; Outside date March 16, 2026 (can extend to June 16, 2026);
>50% vote target; Fed; FDIC;
FSFG
FRME
First Savings Financial Group, Inc.
First Merchants Corporation
25-September-25
23-January-26
Merger
Friendly
Financial
0.00000
0.85000
29.88000
241.30000
0.21389
0.61950
-4.69116
0.04
0.12
0.00000
30.13950
29.52000
0.88143
0.11337
100
Piper
Stephens
Luse
Dentons
Definitive merger agreement; Headquartered in Jeffersonville, Indiana, First Savings operates 16 banking center locations in southern Indiana. First Savings has total assets of $2.4 billion, total loans of $1.9 billion, and total deposits of $1.7 billion earning a 1.02% return on average assets (annualized) and a 13.7% return on average equity (annualized) for the quarter ended June 30, 2025; First Merchants anticipates earnings per share accretion of approximately 11% in 2027 (the first full year of combined operations) and a tangible book value earnback period of 3.0 years; The transaction is expected to close in the first quarter of 2026, subject to First Savings shareholder approval, regulatory approvals, and other customary conditions. First Merchants shareholder approval is not required; Valuation: 9.6x EPS (2026E), 1.28x BV, 1.35x TBV; Outside date June 30, 2026;
>50% vote target; HSR expiry;
FYBR
VZ
Frontier Communications Parent, Inc.
Verizon Communications Inc.
05-September-24
15-March-26
Merger
Friendly
Telecom
38.50000
0.00000
37.49000
20000.00000
0.35088
1.02000
-8.98000
0.02
0.10
0.00000
38.50000
37.48000
1.01000
0.06639
151
PJT / Barclays
Centerview / MS
Cravath / Paul
Debevoise
Definitive agreement; Frontier is the largest pure-play fiber provider in the U.S.; Expands fiber network to accelerate offering of premium broadband and mobility services to more customers nationwide; Increases scale with 2.2 million fiber subscribers and will extend Verizons network reach to 25 million premises across 31 states and Washington, D.C.; Transaction valued at $20 billion, expected to be accretive to revenue and Adjusted EBITDA growth upon closing; Projected to generate at least $500 million in annual run-rate cost synergies; The combination will integrate Frontiers cutting-edge fiber network into Verizons leading portfolio of fiber and wireless assets, including its best-in-class Fios offering. Over approximately four years, Frontier has invested $4.1 billion upgrading and expanding its fiber network, and now derives more than 50% of its revenue from fiber products. Frontiers 2.2 million fiber subscribers across 25 states will join Verizons approximately 7.4 million Fios connections1 in 9 states and Washington, D.C. In addition to Frontiers 7.2 million fiber locations, the company is committed to its plan to build out an additional 2.8 million fiber locations by the end of 2026; Frontiers consumer fiber network, one of the largest and fastest-growing nationally, can be immediately and seamlessly integrated upon closing directly into Verizons award-winning Fios network, meeting existing Fios standards. Today, Verizon and Frontier have approximately 10 million fiber customers across 31 states and Washington D.C. with fiber networks passing over 25 million premises, and both companies expect to increase their fiber penetration between now and closing; The transaction is expected to be accretive to Verizons revenue and Adjusted EBITDA growth rates upon closing; The transaction has been unanimously approved by the Verizon and Frontier Boards of Directors. The transaction is expected to close in approximately 18 months, subject to approval by Frontier shareholders, receipt of certain regulatory approvals and other customary closing conditions; Outside date March 4, 2026 (subject to two automatic three-month extensions if certain closing conditions have not been satisfied; Valuation: 8.5x EBITDA (2025E), 7.0x Adj EBITDA after synergies (2025E), 3.36x sales (2025E); Nov 7 2024 ISS and Glass Lewis recommend Abstain;
>50% vote target; HSR expiry (cleared Feb 20 2025); FCC; California PUC Approval; Public utility commissions in the states of Arizona, California, Connecticut, Illinois, Nebraska, Nevada, New York, Minnesota, Mississippi, Pennsylvania, South Carolina, Texas, Utah and West Virgina;
GES
Guess?, Inc.
Authentic Brands Group LLC
20-August-25
18-November-25
Merger
Friendly
Media
16.75000
0.00000
16.76000
1400.00000
0.72680
0.00000
-7.05000
0.28480
0.02
0.00000
16.75000
16.75000
-0.01000
-0.00639
34
Solomon
Sage / JPMorgana
Willkie / Young / OMelveny / Morris
Jones / Ropes / Latham
Definitive agreement; Guess? designs, markets, distributes and licenses a lifestyle collection of contemporary apparel, denim, handbags, watches, eyewear, footwear and other related consumer products. Guess? products are distributed through branded Guess? stores as well as better department and specialty stores around the world. As of May 3, 2025, Guess? directly operated 1,074 retail stores in Europe, the Americas and Asia; Certain Guess? shareholders (collectively, the Rolling Stockholders), including Maurice Marciano, Paul Marciano, Nicolai Marciano, and Carlos Alberini and certain of their respective trusts, foundations and affiliates, to enter into a strategic partnership with Authentic Brands Group LLC (Authentic), under which, in connection with the take-private transaction, Authentic will acquire 51% of substantially all Guess? intellectual property after which all of the outstanding common stock of Guess? not already beneficially owned by the Rolling Stockholders will be acquired in an all-cash transaction that values Guess? at approximately $1.4 billion, including debt. The Rolling Stockholders will own 49% of all Guess? intellectual property, and current Guess? management will continue to run the business and own 100% of the operating company.; With the assistance of financial and legal advisors, the Special Committee evaluated a number of potential options and unanimously determined that the transaction with Authentic and the Rolling Stockholders is the best path forward for Guess?, providing Guess? shareholders with immediate and certain cash value at a compelling premium; The transaction is expected to close in the fourth quarter of Guess?s 2026 fiscal year, subject to satisfaction or waiver of regulatory and other customary conditions, including approval by the holders of a majority of Guess?s outstanding common stock and a majority of the votes cast by the unaffiliated stockholders of Guess?; The Guess? Board of Directors, with Paul Marciano and Carlos Alberini recusing themselves, unanimously approved the proposed transaction upon the unanimous recommendation of the Special Committee of independent and disinterested directors that led the review and negotiation of this transaction; The transaction is not subject to a financing condition. The transaction will be financed through a combination of rollover equity by the Rolling Stockholders and cash commitments by Authentic. Under the terms of the Indenture, dated as of April 17, 2023, between Guess? and U.S. Bank Trust Company, National Association, as trustee, holders of Guess?s 3.75% convertible senior notes due 2028 (the Convertible Notes) will have certain rights to cause the repurchase, redemption or conversion of their Convertible Notes in connection with the transaction; Guess? expects to pay a quarterly cash dividend of $0.225 cents per share through the closing of the transaction; The Transaction is expected to close in the fourth quarter of the Companys 2026 fiscal year, which ends January 31, 2026; Outside date August 20, 2026; Signed CA April 30, 2025; Valuation: 11.3x EPS (2026E), 5.8x EBITDA (2026E), 0.42x sales (2026E); Background: Oct 2023Apr 2024: Guess partnered with WHP on rag & bone acquisition. MayJun 2024: Guess explored a spin of ops to a private vehicle owned by the Rolling Stockholders (IPCo/OpCo idea) but dropped it due to complexity. Mar 13: WHP non-binding proposal at $13.00/share cash (excluding Rolling Stockholders shares), with IPCo/OpCo concept and no majority-of-disinterested stockholder (MoDS) condition. Rolling Stockholders said any deal must be arms-length via a special committee and allow them to roll equity. Mar 17: Guess publicly announces WHP proposal & Special Committee. Apr 2: Authentic initial proposal $15.00/share cash. AprMay: Special Committee runs a broad outreach (36 parties, 8 NDAs signed). WHP refuses the standstill without a fall-away and wont sign the Committees NDA, nevertheless stays in contact. May 20: Party B submits a $16.63/share equivalent (enterprise value bid), Party A drops out. Process controls: Committee insists on MoDS approval, NDA standstills, and disciplined timeline. Jul 14: Authentic re-ups at $15.00 and proposes structural changes. Committee pushes for higher price and restores MoDS in drafts. Jul 28: Authentic improves to $15.50 and accepts MoDS but pushes back on dividends, proposes optional equity purchases in Guess IP (51% Authentic; up to 19% Rolling Stockholders). Aug 5: Authentic raises to $16.25 and allows up to $0.60/share dividends between signing and close. Aug 11: After back-and-forth on make-whole math for the convertibles and dividend limits, Authentic offers $16.75/share and permits regular quarterly dividends not above the dividend-limit (so the Make-whole Floor doesnt step up). Aug 1920: Special Committee unanimously recommends; Board (with recusals) unanimously approves. Merger Agreement, Voting Agreement, and Interim Investors Agreement executed and announced Aug 20, 2025;
>50% vote target; Majority of minority vote; HSR expiry (filed Sept 25 2025);
GHLD
Guild Holdings Company
Bayview Asset Management, LLC
18-June-25
31-October-25
Merger
Friendly
Financial
20.00000
0.00000
19.89000
2825.69897
0.55763
0.13000
-7.03000
0.72100
0.01
0.02
0.00000
20.00000
19.87000
0.12000
0.14724
16
MS
GS
Sullivan
Simpson
Definitive agreement; Guild Holdings Company is a growth-oriented mortgage company that employs a relationship-based loan sourcing strategy to execute on its mission of delivering the promise of homeownership; Transaction strengthens alignment between Guild Mortgage and Lakeview Loan Servicing and creates compelling mortgage origination and servicing platform for growth; Guild will operate as a privately held independent entity in close partnership with Lakeview Loan Servicing, LLC (Lakeview), a leading mortgage servicer and Bayview affiliate; The Board of Directors also intends to authorize a special cash dividend of up to $0.25 per share in 2025 (based on Guilds cash on hand) and, if the merger is not consummated in 2025, quarterly cash dividends of up to $0.25 per share through the consummation of the merger; McCarthy Capital Mortgage Investors, LLC has executed a written consent to approve the transaction, thereby providing the required stockholder approval for the transaction. No further action by other Guild stockholders is required to approve the transaction; The transaction is expected to close in the fourth quarter of 2025, subject to the satisfaction of customary closing conditions. The transaction is not subject to any financing conditions; Bayview has 7.3% toehold; Valuation: 10.5x EPS (2026E), 14.6x EBITDA (2026E), 1.92x sales (2026E); Outside date April 17, 2026;
HSR expiry (filed July 23 2025, attained Aug 7 2025);
GTLS
BKR
Chart Industries, Inc.
Baker Hughes
29-July-25
30-June-26
Merger
Friendly
Industrial
210.00000
0.00000
199.89000
13600.00000
0.29959
10.16000
-38.25000
0.02
0.21
0.00000
210.00000
199.84000
10.15000
0.07260
258
Wells
GS / Centerview / MS
Winston
Cleary / WilmerHale
Definitive agreement; Chart Industries, Inc. is a global leader in the design, engineering, and manufacturing of process technologies and equipment for gas and liquid molecule handling for the Nexus of CleanTM - clean power, clean water, clean food, and clean industrials, regardless of molecule; Significant step high-grades the portfolio and adds value accretive customer offerings, transforms Baker Hughes Industrial & Energy Technology segment; Chart Industries brings differentiated capabilities across a diverse set of end markets advantaged by secular growth drivers such as natural gas, data centers and decarbonization; Highly complementary capabilities enable enhanced value-creation solutions for customers across the lifecycle of projects and accelerate aftermarket growth through increased service penetration of combined installed base; $325 million in annualized cost synergies expected to be realized at end of third year; Superior proposal to FLS friendly bid by 22.3%; Baker Hughes has secured fully committed bridge debt financing to fund the transaction, provided by Goldman Sachs Bank USA, Goldman Sachs Lending Partners LLC, and Morgan Stanley Senior Funding, Inc., which is expected to be replaced with permanent debt financing prior to close; The Boards of Directors of Baker Hughes and Chart have each unanimously approved the transaction, and the Chart Board of Directors has unanimously recommended that Chart shareholders approve the transaction. The transaction is subject to customary conditions, including approval by Chart shareholders, and the receipt of applicable regulatory approvals. The transaction is expected to be completed by mid-year 2026; Valuation: 14.4x EPS (2026E), 10.4x EBITDA (2026E), 8.3x Adj EBITDA after synergies (2026E), 2.68x sales (2026E); Outside date July 29 2026 (subject to two automatic extensions of six months each in the event that certain regulatory conditions are not satisfied); Baker Hughes has agreed to pay the termination fee of $250 million due to Flowserve Corporation; Background: Charts board and management regularly reviewed strategic options, including M&A, to enhance shareholder value. In early 2024, Chart hired Wells Fargo as financial advisor. In June 2024, Baker Hughes CEO Lorenzo Simonelli approached Charts CEO Jillian Evanko about a possible transaction. Discussions began, with Wells Fargo engaging Morgan Stanley (Baker Hughes advisor). July 23, 2024: Baker Hughes verbally proposed an all-stock acquisition (fixed ratio, 15% premium, ~20% ownership in combined company). Charts board reviewed but required a written proposal. After Charts Q2 earnings miss and share price decline, Baker Hughes revised its proposal to a floating exchange ratio (90-day VWAP + 15% premium). Aug. 29, 2024: Baker Hughes submitted a written all-stock proposal ($145$155 per Chart share). Charts board rejected it as inadequate. By November 2024, Baker Hughes suggested an at-market exchange with no premium, which Chart deemed unattractive. Chart and Wells Fargo confidentially contacted multiple industry peers (Companies AF). None were interested in a whole-company transaction; some explored only individual product lines. FebruaryMarch 2025: Flowserve expressed interest. Chart and Flowserve signed a confidentiality agreement in April and began diligence. Company E resurfaced with tentative interest but never advanced beyond preliminary talks. Flowserve Negotiations (Spring 2025): Flowserve proposed an all-stock merger of equals (exchange ratio to be based on VWAP). Chart and Flowserve conducted extensive due diligence, synergy workshops, and legal/financial negotiations. June 3, 2025: Charts board approved the merger with Flowserve (3.165 Flowserve shares per Chart share). Wells Fargo delivered a fairness opinion. A definitive agreement was signed, announced June 4. Baker Hughes Renewed Approach (Summer 2025): July 16, 2025: Simonelli delivered an unsolicited all-cash offer of $210/share (~30% premium, $10.1B equity value, $13.6B EV). Baker Hughes engaged Goldman Sachs and Centerview, and secured bridge financing. Charts board determined the proposal was (or could become) a Superior Proposal under the Flowserve agreement. Negotiations intensified. Baker Hughes agreed to cover the $250M Flowserve termination fee (plus $8M expenses) and include a $500M reverse termination fee. Final Decisions (July 2025): July 23, 2025: Charts board determined Baker Hughes cash proposal was superior to Flowserves stock-based merger, offering immediate, certain value with fewer integration risks. July 28, 2025: Chart terminated the Flowserve deal (paying $266M, funded mostly by Baker Hughes) and signed the definitive Merger Agreement with Baker Hughes;
>50% vote target; HSR expiry (filed Sept 2 2025);
HBI
GIL
HanesBrands Inc.
Gildan Activewear Inc.
13-August-25
13-March-26
Merger
Friendly
Consumer
0.80000
0.10200
6.89000
4400.00000
0.24138
0.03164
-1.31231
0.02
0.02
0.00000
6.91164
6.88000
0.10856
0.03888
150
GS / Evercore
MS / CIBC
Jones / Blakes
Sullivan / Stikeman
Definitive merger agreement; HanesBrands owns a portfolio of some of the worlds most recognized apparel brands including Hanes, the leading basic apparel brand in the U.S., Bonds, an Australian staple since 1915 that is setting new standards for design and innovation, Maidenform, Americas number one shapewear brand, and Bali, Americas number one national bra brand; Combination will create a global basic apparel leader, with access to iconic innerwear brands and a further strengthened low-cost vertically integrated manufacturing network; Highly complementary acquisition expands Gildans scale, increasing the strength of our business in basic apparel; Proven operational model expected to enable the realization of at least $200 million of annual run-rate cost synergies within three years of closing: ~$50 million in 2026, ~$100 million in 2027, ~$50 million in 2028; Expected to be immediately accretive to Gildans adjusted diluted EPS, 20%+ accretive to adjusted diluted EPS pro forma for expected run-rate cost synergies of $200 million; HanesBrands shareholders to own ~19.9% of Gildan shares on a non-diluted basis upon closing; Under the terms of the merger agreement, which has been unanimously approved by the Boards of Directors of Gildan and HanesBrands, HanesBrands shareholders will receive 0.102 common shares of Gildan and $0.80 in cash for each share of HanesBrands common stock. The Board of Directors of HanesBrands recommends that the HanesBrands shareholders vote in favour of the proposed transaction; The transaction is subject to HanesBrands shareholder approval and other customary closing conditions, including regulatory approvals, and the Gildan common shares to be issued pursuant to the merger agreement being approved for listing on the New York Stock Exchange and the Toronto Stock Exchange; The transaction is expected to close in late 2025 or early 2026; The implied transaction consideration is approximately 87% stock and 13% cash for every HanesBrands share; The cash portion of the acquisition is anticipated to be approximately $290 million. Gildan expects to refinance HanesBrands revolving credit facility, term loans, unsecured notes, and short-term debt totaling approximately $2 billion in aggregate; In connection with the acquisition, Gildan has obtained $2.3 billion of committed transaction financing, comprised of a $1.2 billion bridge facility and term loans in the aggregate amount of $1.1 billion. The bridge facility provides financing to backstop an anticipated issuance of new debt securities prior to closing of the acquisition; Morgan Stanley Senior Funding, Inc. and Canadian Imperial Bank of Commerce provided fully committed financing; From GIL annual report: We face competition from large and smaller U.S. based and foreign manufacturers or suppliers of basic family apparel. Among the larger competing North American-based manufacturers are Hanesbrands Inc., as well as Fruit of the Loom, Inc., a subsidiary of Berkshire Hathaway Inc., which competes through its own brand offerings and those of its subsidiary, Russell Corporation, depending on the channel; Valuation: 10.2x EPS (2026E), 8.4x EBITDA (2026E0, 6.1x Adj EBITDA after synergies (2026E), 1.26x sales (2026E); Outside date May 13, 2026; Signed clean team agreement June 26, 2025; Signed CA May 23, 2025; Background: Fall 2022: The Hanesbrands Board, assisted by Goldman Sachs, began a comprehensive portfolio review considering a wide range of optionscost reductions, business divestitures (including Champion), licensing transactions, capital raising, or a full company sale. November 2022: Hanesbrands received an unsolicited merger-of-equals proposal from Party A and entered into a confidentiality agreement. AprilMay 2023: While discussions with Party A continued, Party B, a financial sponsor, expressed preliminary interest in a $6.50$7.50 per share take-private deal. Party Bs engagement stalled at early diligence, and Party A later withdrew citing Hanesbrands high debt and long-term risks. August 2023: Activist investor Barington Capital publicly pressed for strategic changes. Hanesbrands soon announced a formal process to explore alternatives for the Champion brand, hiring Goldman Sachs and Evercore. November 2023: Hanesbrands signed a Cooperation Agreement with Barington, adding three new independent directors and engaging Barington as an advisor. December 2023September 2024: Board refresh continued; William Simon became Chair. Hanesbrands sold its Champion business to Authentic Brands Group (agreement June 2024, closed September 2024) and divested its U.S. outlet stores. Late 2024: Reports emerged during Gildans proxy contest that Gildan management had been evaluating large acquisitions, including Hanesbrands. Early 2025: Hanesbrands weighed its standalone plan against further transactions amid CEO succession planning. In February 2025 CEO Stephen Bratspies announced plans to step down. March 2025: At Chair Simons direction, Goldman Sachs informally contacted Gildan, which expressed conditional interest in a confidential, stock-heavy transaction. April 2025: Planned management meeting delayed after U.S. tariffs were announced. May 2025: After Q1 results, activist Barington sent a confidential letter supporting a Gildan deal. Hanesbrands authorized negotiations and signed a mutual confidentiality agreement with Gildan on May 23. June 6: Gildans first indication was an all-stock, no-premium combination. Hanesbrands rejected it, demanding a premium. June 12: Gildan raised its bid to 0.102 Gildan shares + $0.60 cash per Hanesbrands share (14% premium, $200 M projected synergies). Hanesbrands countered seeking more value. JuneJuly: Extensive mutual due diligence followed, including clean-team data sharing and updated Hanesbrands financial plans (June 2025 Plan). July 15: Gildan improved its proposal to 0.102 Gildan shares + $0.80 cash (32% premium), its best offer. Hanesbrands requested a go-shop, but Gildan insisted on a n
>50% vote target; HSR expiry (filed Sept 18 2025); CFIUS;
HI
Hillenbrand, Inc.
Lone Star Funds
15-October-25
02-February-26
Merger
Friendly
Industrial
32.00000
0.00000
31.50000
3800.00000
0.36577
0.73750
-7.89343
0.02
0.09
0.00000
32.22750
31.49000
0.72750
0.07873
110
Evercore
Jefferies / UBS
Skadden
Kirkland
Definitive agreement; Hillenbrand provides highly-engineered processing equipment and solutions to customers around the world through its Advanced Process Solutions and Molding Technology Solutions segments. Over the past three years, Hillenbrand has repositioned the business, strengthening and streamlining its portfolio through strategic acquisitions and divestitures and building out its industrial food equipment portfolio; The Hillenbrand Board of Directors unanimously approved the transaction. This agreement comes following the Hillenbrand Board of Directors review of several strategic alternatives for the company; The transaction is expected to close by the end of the first quarter of calendar year 2026 and is subject to customary closing conditions, including approval by Hillenbrand shareholders and receipt of required regulatory approvals; Under the terms of the Merger Agreement, Hillenbrand may not pay dividends on its Common Stock, except that it is permitted to pay one cash dividend on or prior to December 31, 2025 in an amount not to exceed $0.2275 per share; Outside date July 14, 2026; Lone Star Fund XII, L.P. (the Sponsor) has committed to capitalize Parent at the closing of the Merger with an aggregate equity contribution equal to $1,647,000,000, on the terms and subject to the conditions set forth in its equity commitment letter dated October 14, 2025. In addition, Parent entered into debt commitment letters, dated as of October 14, 2025, with various lenders providing for a commitment by the lenders, subject to conditions customary for transactions such as those contemplated by the Merger Agreement, to provide (i) a $1.885 billion aggregate principal amount senior secured term loan facility, (ii) a $400 million aggregate principal amount senior secured revolving credit facility, (iii) a $500 million aggregate principal amount senior secured bridge loan facility and (iv) a $350 million aggregate principal amount senior secured letter of credit facility;
>50% vote target; HSR expiry; CFIUS;
HONE
EBC
HarborOne Bancorp
Eastern Bankshares, Inc.
25-April-25
31-October-25
Merger
Friendly
Financial
2.40000
0.61200
13.36000
490.00000
0.19284
-0.03416
-2.18527
0.03920
0.04
0.00
0.00000
13.30584
13.34000
-0.02663
-0.04456
16
RJ
JPMorgan
Goodwin
Nutter
Definitive merger agreement; HarborOne Bank, founded in 1917, has $5.7 billion in assets, 30 banking centers in Massachusetts and Rhode Island, and operates HarborOne Mortgage, LLC, which provides mortgage lending services throughout New England and other states; Merger solidifies Easterns leading position in Greater Boston while expanding into Rhode Island; Financially compelling transaction with 16% EPS accretion resulting in top quartile operating profitability; Under the terms of the merger agreement, which has been unanimously adopted by both boards of directors, shareholders of HarborOne will receive for each share of HarborOne common stock, at the holders election, either (i) 0.765 shares of Eastern common stock (the Stock Consideration) or (ii) $12.00 in cash (the Cash Consideration), subject to allocation procedures to ensure that the total number of shares of HarborOne common stock that receive the Stock Consideration represents between 75% and 85% of the total number of shares of HarborOne common stock outstanding immediately prior to the completion of the merger; The merger is expected to close in the fourth quarter of 2025, subject to the satisfaction of certain conditions, including the receipt of required regulatory approvals, approval of HarborOne shareholders, and other customary conditions. No vote of Eastern shareholders is required. All HarborOne directors and executive officers have agreed to vote in favor of the merger; Accretive to EPS by 16%; Valuation: 1.00x TBV; On April 24, 2025, in connection with the execution of the Merger Agreement, Eastern entered into voting agreements (the Voting Agreements) with all HarborOne directors and executive officers, who in the aggregate have the power to vote approximately 3.92% of HarborOne Common Stock; Outside date Apr 24 2026; If, however, the merger cannot be completed on or before October 31, 2025, Eastern expects to exercise its right under the merger agreement to defer the completion of the merger to February 20, 2026 (assuming the satisfaction of all closing conditions and that completion of the merger is feasible on that date). February 20, 2026 is the business day immediately preceding the date scheduled for the conversion of HarborOnes information systems to Easterns systems; Sept 29 2025 received all regulatory approvals, closing Nov 1;
>50% vote target; Fed; FDIC; Massachusetts Commissioner of Banks and the Massachusetts Housing Partnership Fund;
HOUS
COMP
Anywhere Real Estate Inc.
Compass, Inc.
22-September-25
30-September-26
Merger
Friendly
Real Estate
0.00000
1.43600
9.63000
4407.14209
0.90925
0.73356
-4.19716
29.60000
0.05
0.15
0.00000
10.35356
9.62000
1.02539
0.11140
350
GS
MS
Wachtell
Kirkland
Definitive merger agreement; Anywhere is moving real estate to whats next. Anywhere fulfills its purpose to empower everyones next move through its leading integrated services, which include franchise, brokerage, relocation, and title and settlement businesses, as well as mortgage and title insurance underwriter minority owned joint ventures. Anywheres brands are some of the most recognized names in real estate: Better Homes and Gardens Real Estate, CENTURY 21, Coldwell Banker, Coldwell Banker Commercial, Corcoran, ERA, and Sothebys International Realty. Every day, Anywhere helps fuel the productivity of its vast network of franchise owners and Anywheres more than 300,000 affiliated agents globally as they build stronger businesses and best serve todays consumers; This transaction pairs Compass years of investment in technology, innovative marketing offerings, and real estate professionals with Anywheres leading brands, broader and complementary businesses, and global reach. The combination of these companies will create a premier real estate platform, enabling agents and franchisees to best serve home sellers and home buyers; Upon completion of the transaction, current Compass shareholders will own approximately 78% of the combined company on a fully diluted basis, while Anywhere shareholders will own approximately 22%; The transaction has been unanimously approved by the Boards of Directors of both Compass and Anywhere. It is expected to close in the second half of 2026, subject to approval by both Compass and Anywhere shareholders, and satisfaction of customary closing conditions, including receipt of regulatory approvals; Robert Reffkin and TPG Angelo Gordon have entered into customary voting agreements in which they have agreed to vote their shares of Compass common stock and Anywhere common stock, respectively, in support of the transaction; Compass has obtained a $750 million financing commitment from Morgan Stanley Senior Funding, Inc; Outside date September 22, 2026, subject to three automatic extensions of three months each; Concurrently with the execution and delivery of the Merger Agreement, Robert L. Reffkin, chairman of the board of directors and Chief Executive Officer of Compass, and certain funds affiliated with Mr. Reffkin, who collectively hold and have the power to vote or direct the voting of approximately 29.6% of the issued and outstanding voting power of Compass common stock; Concurrently with the execution and delivery of the Merger Agreement, certain funds and accounts managed or advised by Angelo, Gordon & Co., L.P. that collectively hold and have the power to vote or direct the voting of approximately 8.7% of the Company Common Stock; Signed CA August 4, 2025; Valuation: 11.9x EBITDA (2026E), 0.72x sales (2026E);
>50% vote target; >50% vote acquiror; HSR expiry;
HSII
Heidrick & Struggles International, Inc.
Advent International / Corvex Private Equity
06-October-25
03-February-26
Merger
Friendly
Business Services
59.00000
0.00000
58.30000
1209.80603
0.21200
0.87000
-9.47624
0.04830
0.03
0.08
0.00000
59.15000
58.28000
0.86000
0.04935
111
BofA
William / DB / UBS
Paul
Weil / Ropes
Definitive agreement; Heidrick & Struggles is a premier provider of global leadership advisory and on-demand talent solutions, serving the senior-level talent and consulting needs of the worlds top organizations. In our role as trusted leadership advisors, we partner with our clients to develop future-ready leaders and organizations, bringing together our services and offerings in executive search, inclusion, leadership assessment and development, organization and team acceleration, culture shaping, and on-demand, independent talent solutions. Heidrick & Struggles pioneered the profession of executive search more than 70 years ago; A consortium of investors led by Advent International ("Advent") and Corvex Private Equity ("Corvex"), and including several leading family offices, will acquire all of the Companys outstanding public shares. This new investor consortium will include significant investment from many Heidrick leaders; Upon completion, Heidrick will become a private company and focus on rapidly advancing its global leadership positions in executive search, interim talent solutions, leadership assessment and development, as well as purpose, culture, and performance consulting. As Heidricks partners, the consortium will enable the Company to invest in the people, technologies, and innovative solutions needed to create unrivaled value for current and future clients; This transaction is the culmination of a comprehensive and strategic process led by the Heidrick Board of Directors, including engagement with multiple parties; The transaction, which was unanimously approved by the Heidrick Board of Directors, is expected to close by the first quarter of 2026, subject to the approval of the Companys stockholders and the satisfaction of required regulatory approvals and other customary closing conditions; Advent and Corvex have secured committed debt financing for the transaction from Deutsche Bank, UBS Investment Bank, and Santander. In addition to Advent and Corvex, the consortium of investors acquiring Heidrick will include a significant investment from many Heidrick leaders and several prominent family offices; Valuation: 16.8x EPS (2026E), 9.6x EBITDA (2026E), 0.99x sales (2026E); Outside date July 5, 2026; Concurrently with the execution of the Merger Agreement, certain affiliates of Advent (collectively, the Equity Investors) entered into an equity commitment letter in favor of Parent (the Equity Commitment Letter), pursuant to which the Equity Investors have severally committed, subject to the terms and conditions in the Equity Commitment Letter, to make equity contributions to Parent of an aggregate amount equal to $1,350,000,000 to provide Parent and Merger Sub with sufficient cash to consummate the Merger and make all cash payments required under the Merger Agreement on the Closing Date; Signed CA June 11, 2025;
>50% vote target; HSR expiry;
IAS
Integral Ad Science
Novacap
24-September-25
23-December-25
Merger
Friendly
Tech
10.30000
0.00000
10.21000
1900.00000
0.21749
0.10000
-1.74000
0.52790
0.03
0.05
0.00000
10.30000
10.20000
0.09000
0.04757
69
Jefferies
Evercore
Kirkland
Willkie
Definitive agreement; Integral Ad Science (IAS) is a leading global media measurement and optimization platform that delivers the industrys most actionable data to drive superior results for the worlds largest advertisers, publishers, and media platforms; As part of the transaction, current shareholder Vista will conclude its investment upon close; The transaction, which has been unanimously approved by the IAS Board of Directors, is expected to close before the end of 2025, subject to customary closing conditions, including receipt of required regulatory approvals; IAS shareholders holding a majority of the outstanding shares of IAS common stock have approved the transaction by written consent. No other shareholder approval is required; The transaction is not subject to any financing condition; Valuation: 21.4x EPS (2026E), 8.1x EBITDA (2026E), 2.83x sales (2026E); Inside date Nov 23 2025; Outside date March 24, 2026;
HSR expiry;
IMXI
WU
International Money Express, Inc.
The Western Union Company
11-August-25
30-June-26
Merger
Friendly
Financial
16.00000
0.00000
14.77000
500.00000
0.72414
1.24000
-5.48000
0.04
0.18
0.00000
16.00000
14.76000
1.23000
0.11990
258
Financial Technology Partners / Lazard
PJT
Holland
Sidley
Definitive agreement; Founded in 1994, Intermex applies proprietary technology enabling consumers to send money from the United States, Canada, Spain, Italy, the United Kingdom and Germany to more than 60 countries; Strategic acquisition strengthens North America retail presence and operating model, expands Intermex beyond its historically high growth Latin America corridors, and is expected to accelerate digital new customer acquisition; Unique opportunity for Western Union to acquire a well-positioned remittance business, adding scale in historically high-growth Latin America geographies; Opportunity to serve Intermexs 6 million customers, giving them access to Western Unions robust digital platforms and capabilities; Expands and stabilizes Western Unions U.S. retail footprint, enhancing resilience and improving customer access across the Americas; Creates an opportunity to leverage Intermexs decades of operational and cultural expertise to drive targeted, sustainable retail growth; Expect $30 million in annual run-rate cost synergies within 24 months; Potential for additional revenue synergies through broader distribution and product offerings, enhancing speed, reliability, and customer value; The acquisition is expected to be immediately accretive to Western Unions adjusted EPS by more than $0.10 in the first full year post close and to generate approximately $30 million in annual run-rate cost synergies within the first 24 months, with potential further upside from revenue synergies by integrating Intermexs capabilities into Western Unions partner and customer network; The transaction has been unanimously approved by Western Unions Board of Directors. Intermexs Board of Directors acting on the unanimous recommendation of its independent Strategic Alternatives Committee has also unanimously approved the transaction and recommends that Intermex stockholders vote in favor of the merger; The transaction, expected to close in mid-2026, is subject to customary closing conditions and regulatory approvals, including clearance under the Hart-Scott-Rodino Act and approvals from financial regulators, as well as approval by Intermexs stockholders; Valuation: 7.1x EPS (2026E), 4.5x EBITDA (2026E), 3.6x Adj EBITDA after synergies (2026E), 0.76x sales (2026E); Outside date May 11, 2026 (automatically extended to August 10, 2026 if certain of the conditions to closing have not been satisfied or waived, automatically further extended to November 10, 2026 if, as of August 10, 2026, there is any Restraint with respect to any Money Transmitter Requirement Approval or the condition as to the Money Transmitter Requirement Approval has not been satisfied or waived);
>50% vote target; HSR expiry (attained Oct 8 2025); Money Transmitter Requirement Approvals;
INFA
CRM
Informatica
Salesforce
27-May-25
31-January-26
Merger
Friendly
Tech
25.00000
0.00000
24.85000
8605.11719
0.31510
0.16000
-5.83000
0.63000
0.03
0.03
0.00000
25.00000
24.84000
0.15000
0.02056
108
GS
JPMorgan
Latham / Fenwick
Wachtell
Agreement; Informatica is a leader in enterprise AI-powered cloud data management; The planned acquisition will enhance Salesforces trusted data foundation critical for deploying powerful and responsible agentic AI. The combination of Informaticas rich data catalog, data integration, governance, quality and privacy, metadata management, and Master Data Management (MDM) services with the Salesforce platform will establish a unified architecture for agentic AI enabling AI agents to operate safely, responsibly, and at scale across the modern enterprise; Under the terms of the agreement, Salesforce will acquire all outstanding shares of common stock of Informatica that it does not already own. The transaction has been approved by the boards of directors of both Salesforce and Informatica and is expected to close early in Salesforces fiscal year 2027, subject to the receipt of required regulatory clearances and satisfaction of other customary closing conditions; tockholders holding in aggregate approximately 63% of the voting power of Informatica Class A and Class B-1 common stock have delivered a written consent approving the transaction. No further action by other Informatica stockholders is required to approve the transaction; The transaction will be funded through a combination of cash on Salesforces balance sheet and new debt; Valuation: 19.6x EPS (2026E), 14.2x EBITDA (2026E), 4.85x sales (2026E); Antitrust: Vertical theories of harm will be the focus; Speaking with industry experts on the potential competitive effects of the deal, both experts emphasized that Informatica and MuleSoft operate at different ends of the integration spectrum (batch ETL versus real-time API) and the engines required to do batch at scale vs. real time at scale are fundamentally different. Regulators are therefore more likely to see them as in adjacent markets, not as substitutes; Outside date May 26, 2026, subject to two extensions, each of up to three months; Background: In late 2023, Salesforce made an unsolicited approach to acquire Informatica, transitioning talks from partnership to potential acquisition. Informatica hired Goldman Sachs and reached out to 9 other potential buyers. Only four parties (Parties AD) signed NDAs, but none submitted formal bids. Salesforce submitted non-binding offers of $33, $35, and $36 per share. Informatica entered exclusivity with Salesforce in March 2024 based on a $35.75 price floor. Talks fell apart in April 2024, and Salesforce withdrew its offer. After weak earnings in February 2025, Informaticas stock dropped 22%. New inbound interest emerged from Party A in March 2025. In April, Salesforce reignited acquisition interest, seeking to announce a deal with its May 28 earnings. Multiple new parties (Parties E and F) entered discussions under confidentiality agreements. April 28: Salesforce offered $21.00/share. May 9: Informatica countered with $27.00/share. May 1222: Party A offered $2324/share. Party B offered $23.50/share. Party E offered $25.00/share (but came with regulatory risk). Salesforce matched with a $25.00/share best and final offer, conditioned on exclusivity and signing by May 28. Other parties, including F and G, either withdrew or stalled. The board approved the Salesforce deal at $25.00/share and granted exclusivity on May 22. Salesforce and Informatica executed the merger agreement on May 26, 2025;
HSR expiry (filed June 24 2025, attained Aug 28 2025); EC; UK CMA; Competition Canada (filed July 24 2025, attained Sept 15 2025);
IPG
OMC
The Interpublic Group of Companies, Inc.
Omnicom
09-December-24
31-December-25
Merger
Friendly
Media
0.00000
0.34400
26.40000
16107.54492
0.21587
0.30760
-4.43247
0.03
0.06
0.00000
26.69760
26.39000
0.48394
0.08996
77
MS
PJT
Willkie
Latham
Definitive agreement; Interpublic is a values-based, data-fueled, and creatively-driven provider of marketing solutions. Home to some of the worlds best-known and most innovative communications specialists, IPG global brands include Acxiom, Craft, FCB, FutureBrand, Golin, Initiative, IPG Health, IPG Mediabrands, Jack Morton, KINESSO, MAGNA, McCann, Mediahub, Momentum, MRM, MullenLowe, Octagon, UM, Weber Shandwick and more.; The combined company will bring together unmatched capabilities, including the industrys deepest bench of marketing talent, and the broadest and most innovative services and products, underpinned by the most advanced sales and marketing platform; The transaction is expected to be accretive to adjusted earnings per share for both Omnicom and Interpublic shareholders; The combined company will bring together the industrys deepest bench of marketing talent, and the broadest and most innovative services and products, driven by the most advanced sales and marketing platform; Following the close of the transaction, Omnicom shareholders will own 60.6% of the combined company and Interpublic shareholders will own 39.4%; The transaction is expected to generate annual cost synergies of $750 million; The new Omnicom will have over 100,000 expert practitioners. The company will deliver end-to-end services across media, precision marketing, CRM, data, digital commerce, advertising, healthcare, public relations and branding; Highly complementary assets create an unmatched portfolio of services and products that expands client opportunities for each company on day one; The stock-for-stock transaction is expected to be tax-free to both Omnicom and Interpublic shareholders and is expected to close in the second half of 2025, subject to Omnicom and Interpublic shareholder approvals, required regulatory approvals, and other customary conditions; Deal will create the worlds largest advertising business; Valuation: 12.9x EPS (2025E), 9.6x EBITDA (2025E), 1.77x sales (2025E); Outside date December 8, 2025 (which date may be extended to June 8, 2026 if certain regulatory approvals have not been obtained); Background: Initial Discussions (July 2023 - Early 2024): IPGs CEO, Mr. Krakowsky, engaged with potential partners, including private equity firms and strategic competitors, exploring various transaction structures. Omnicoms Consideration (February - June 2024): Discussions between Omnicoms CEO, Mr. Wren, and Mr. Krakowsky intensified, focusing on the benefits of a combination. IPGs Rejection of Other Offers (December 2023 - September 2024): IPG received unsolicited proposals from Strategic Party A, but they were deemed inadequate. Omnicoms First Offer (September 2024): Omnicom made a preliminary offer with a fixed exchange ratio of 0.330x, implying a 6.9% premium for IPG stockholders. IPG rejected this, seeking a higher premium. Revised Offer (October 2024 - November 2024): Omnicom increased its offer to a 0.344x exchange ratio, representing a 23% premium, and IPG agreed to proceed with due diligence. Final Agreement (December 2024): Negotiations finalized key terms, including governance, employee retention, and cost synergies, which were projected to exceed $750 million annually; Mar 13 2025 received second request from the FTC; Sept 30 2025 received all regulatory approvals except for Mexico and EU, closing by Dec 31;
>50% vote target; >50% vote acquiror; HSR expiry (Mar 13 2025 received second request from the FTC, June 23 2025 FTC accepted consent order); EC; Competition Canada; UK CMA (attained Aug 6 2025); Brazil CADE (attained as at Apr 16 2025); China SAMR (filed Mar 7 2025, attained Apr 9 2025); Australia ACCC (attained July 17 2025);
K
Kellanova
Mars, Incorporated
14-August-24
30-November-25
Merger
Friendly
Food
83.50000
0.00000
82.92000
35900.00000
0.43594
0.59000
-24.76000
0.20700
0.02
0.02
0.00000
83.50000
82.91000
0.58000
0.05687
46
GS / Lazard
Citi
Kirkland
Skadden / Simpson / Cravath
Definitive agreement; Kellanova is a leading company in global snacking, international cereal and noodles, North American plant-based foods and frozen breakfast food. Kellanova is home to iconic snacking brands including Pringles, Cheez-It, Pop-Tarts, Rice Krispies Treats, NutriGrain and RXBAR, as well as cherished food brands including Kelloggs (international), Eggo and MorningStar Farms; Kellanovas portfolio complements the existing Mars portfolio, which includes billion-dollar snacking and confectionery brands like SNICKERS, M&MS, TWIX, DOVE and EXTRA, as well as KIND and Natures Bakery; Transaction unites two iconic businesses with complementary footprints and portfolios of beloved brands; Enables Mars to further shape the future of snacking and serve more consumers globally; Strong cultural fit, bringing together two values-based and purpose-led businesses; The addition of Kellanova provides Mars Snacking with entry into new attractive snacking categories. It will add two new billion-dollar brands Pringles and Cheez-It to the Mars business, which today includes 15 billion-dollar brands. It will also expand the Mars health & wellness Snacking portfolio with the addition of new complementary products like RXBAR and NutriGrain to reflect global trends and preferences; Mars intends to fully finance the acquisition through a combination of cash-on-hand and new debt, for which commitments have been secured; The agreement has been unanimously approved by the Board of Directors of Kellanova. The transaction is subject to Kellanova shareholder approval and other customary closing conditions, including regulatory approvals, and is expected to close within the first half of 2025; The W.K. Kellogg Foundation Trust and the Gund Family have entered into agreements pursuant to which they have committed to vote shares representing 20.7% of Kellanovas common stock, as of August 9, 2024, in favor of the transaction; J.P. Morgan and Citi have provided Mars with financing support for the transaction; Outside date August 13, 2025 (subject to two extensions for up to an additional six months each if all of the conditions to the Closing, other than the conditions related to obtaining regulatory approvals, have been satisfied); Acquiror obtained debt financing commitments for the transaction (the Debt Financing) from JPMorgan Chase Bank, N.A. and Citigroup Global Markets Inc., on behalf of Citi (as defined in the Debt Commitment Letter) (collectively and each with certain affiliates, the Lenders), the aggregate proceeds of which, when combined with cash on hand and other sources of funds available to Acquiror, will be sufficient for Acquiror to pay the Merger Consideration and all related fees and expenses of the Company, Parent and Merger Sub (including in connection with the Debt Financing described below). The Debt Financing for the acquisition consists of a bridge loan facility in an aggregate principal amount equal to $29,000,000,000, subject to certain customary mandatory commitment reductions, which will be available to Acquiror on the terms and subject to the conditions set forth in a commitment letter, dated August 13, 2024 (the Debt Commitment Letter); Valuation: 21.4x EPS (2025E), 15.1x EBITDA (2025E), 2.76x sales (2025E); Divestiture cap: $750 million; Signed CA July 4, 2024; Signed clean room agreement August 3, 2024; Prelim proxy statement to be filed within 30 calendar days; Background: The merger negotiations between Kellanova and Mars began when Mars CEO, Mr. Poul Weihrauch, expressed interest in acquiring Kellanova. An unsolicited offer was made on May 31, 2024, proposing to buy Kellanova at $77 per share in cash. Kellanovas Board, led by CEO Steven Cahillane, considered the offer but declined it on June 5, 2024, citing undervaluation and confidence in their own strategic plan. Following this, a revised offer of $80 per share was made by Mars on June 21, 2024. The Board again rejected this offer on June 26, 2024, still feeling it undervalued the company. However, they agreed to provide Mars with limited due diligence to potentially increase its proposal. On July 23, 2024, Mars increased its offer to $82 per share and included an initial draft of the Merger Agreement. The Board, after further analysis, decided that even the revised offer undervalued Kellanova but indicated they might consider a deal closer to $85 per share. On July 30, 2024, Mars proposed a new offer of $83.50 per share. This offer was acceptable to Kellanovas Board, pending final negotiations. Both parties engaged in extensive due diligence and negotiations on the merger terms, including termination fees, regulatory approvals, and other key deal points. Throughout the process, Kellanova also received interest from other potential acquirers (Party A, Party B, and Party C), but none progressed to a formal proposal. On August 13, 2024, the Board of Kellanova approved the final terms of the merger with Mars, including an $83.50 per share price, $800 million termination fee payable by Kellanova, and a $1.25 billion reverse termination fee payable by Mars. The agreement was signed later that night, and on August 14, 2024, Kellanova and Mars jointly announced the merger; Mar 5 2025 priced $26.0 billion aggregate principal amount of senior notes; June 26 2025 EC Phase 2 investigation, cleared HSR, closing year end 2025, attained all regulatory approvals except EC;
>50% vote target (attained); HSR expiry (attained June 25 2025); EC (filed May 16 2025, phase 2 June 25 2025); Competition Canada (filed Oct 25 2024, attained Dec 6 2024); UK CMA (attained as at June 25 2025); Antitrust approval in Brazil (attained as at June 25 2025), Chile (attained as at June 25 2025), the Common Market for Eastern and Southern Africa (attained as at June 25 2025), Costa Rica (attained as at June 25 2025), Egypt (attained as at June 25 2025), India (attained as at June 25 2025), Japan (a
LBRDA
CHTR
Liberty Broadband Corporation
Charter Communications, Inc.
13-November-24
31-December-26
Merger
Friendly
Media
0.00000
0.23600
58.32000
15021.61621
0.30720
1.69544
-12.36640
0.52000
0.03
0.12
0.00000
59.83544
58.14000
4.05419
0.05724
442
JPMorgan
Centerview / Citi
OMelveny
Wachtell
Definitive agreement; Liberty Broadband Corporation (Nasdaq: LBRDA, LBRDK, LBRDP) operates and owns interests in a broad range of communications businesses. Liberty Broadbands principal assets consist of its interest in Charter Communications and its subsidiary GCI; Under the terms of the agreement, each holder of Liberty Broadband Series A common stock, Series B common stock, and Series C common stock (collectively, Liberty Broadband common stock) will receive 0.236 of a share of Charter common stock per share of Liberty Broadband common stock held, with cash to be issued in lieu of fractional shares; The companies currently expect the transaction to close on June 30, 2027 unless otherwise agreed, subject to the completion of the GCI spin-off and other customary closing conditions; Liberty Broadbands principal assets currently consist of approximately 45.6 million common shares of Charter and its subsidiary GCI, LLC (GCI), Alaskas largest communications provider. Liberty Broadband has agreed to spin off its GCI business by way of a distribution to the stockholders of Liberty Broadband prior to the closing of the acquisition of Liberty Broadband by Charter. The GCI distribution is expected to be taxable to Liberty Broadband and its stockholders, with Charter bearing the corporate level tax liability upon completion of the combination; As a result of the transaction, Charter expects to retire the approximately 45.6 million Charter shares currently owned by Liberty Broadband and to issue approximately 34.0 million shares to holders of Liberty Broadband common stock at the closing, resulting in a net decrease of approximately 11.5 million Charter shares outstanding; The companies currently expect the transaction to close on June 30, 2027 unless otherwise agreed, subject to the completion of the GCI spin-off and other customary closing conditions; The transaction was unanimously recommended to the Charter Board of Directors for approval by a special committee composed of independent, disinterested directors and advised by independent financial and legal advisors. The Boards of Directors of both Charter and Liberty Broadband have approved the transaction, which is subject to customary closing conditions, including (among others): Approval of the merger agreement and related transactions by holders of: A majority of the aggregate voting power of Charters outstanding stock eligible to vote, excluding shares owned by Liberty Broadband and certain other persons, A majority of the aggregate voting power of Liberty Broadbands outstanding stock eligible to vote, A majority of the aggregate voting power of Liberty Broadbands outstanding stock eligible to vote, excluding shares owned by John C. Malone and certain other persons and entities; Valuation: 9.9x EPS (2025E), 30.9x EBITDA (2025E), 14.9x sales (2025E); John Malone and certain related holders have agreed to vote, subject to certain exceptions, shares beneficially owned by them, representing approximately 48% of the aggregate voting power of Liberty Broadband, in favor of the transaction. Greg Maffei, President and Chief Executive Officer of Liberty Broadband, and certain related holders have also agreed to vote, subject to certain exceptions, shares beneficially owned by them, representing approximately 4% of the aggregate voting power of Liberty Broadband, in favor of the transaction; In addition, in connection with the entry into the transaction, Charter, Liberty Broadband and Advance/Newhouse Partnership have agreed to amend certain existing governance arrangements of Charter to, among other things, modify the way in which Charter repurchases its shares of common stock from Liberty Broadband during the pendency of the transaction. Charter intends to make repurchases of Charter shares from Liberty Broadband in amounts of approximately $100 million per month, subject to certain adjustments, and as needed incremental repurchases or loans to Liberty Broadband, to allow for the timely repayment of Liberty Broadband debt in anticipation of the combination of the companies at closing; Outside date August 31, 2027; Inside date: June 30, 2027; Jan 10 2025 filed S-4/a, closing June 30, 2027;
>50% vote target; >50% vote acquiror; Majority of minority vote target (excluding shares owned by John C. Malone and certain other persons and entities); Majority of minority vote acquiror (excluding shares owned by Liberty Broadband); Applicable regulatory approvals; HSR expiry; GCI Divestiture;
LNSR
ALC
LENSAR, Inc.
Alcon
24-March-25
22-November-25
Merger
Friendly
Healthcare
14.00000
0.00000
11.96000
356.00000
-0.05533
2.64000
0.02
0.00
0.55000
14.55000
11.91000
2.63000
5.72920
38
Wells
Lazard
Latham
Norton
Definitive merger agreement; LENSAR, Inc. is a global medical technology company focused on advanced laser solutions for the treatment of cataracts; Alcon (SIX/NYSE: ALC), the global leader in eye care dedicated to helping people see brilliantly; Acquisition of ALLY Robotic Cataract Laser Systems strengthens Alcons cataract equipment and technology portfolio; Next generation technology will be expanded globally, improving the efficiency of cataract surgery; The acquisition includes ALLY Robotic Cataract Laser Treatment SystemTM, LENSARs proprietary Streamline software technology and LENSAR legacy laser system, building Alcons femtosecond laser-assisted cataract surgery (FLACS) offering; Under the terms of the agreement, Alcon will purchase all outstanding shares of LENSAR for $14.00 per share in cash (an aggregate implied value of approximately $356 million*), with an additional non-tradeable contingent value right offering up to $2.75 per share in cash, conditioned on achievement of 614,000 cumulative procedures with LENSARs products between January 1, 2026, and December 31, 2027. The total potential consideration of $16.75 per share represents a premium of 24% to LENSARs 30-day VWAP and a premium of 47% to LENSARs 90-day VWAP, assuming the milestone is met. The transaction represents a total consideration of up to approximately $430 million; The transaction is anticipated to close in mid-to-late 2025, subject to customary closing conditions, including regulatory approval and approval by LENSARs stockholders; Outside date April 23, 2026, subject to an extension under certain circumstances solely at the election of Parent to July 23, 2026; The Company may also terminate the Merger Agreement if Parent declines to defend against any litigation or administrative proceeding brought by any governmental entity that would have the effect of enjoining consummation of the Merger Agreements under any competition law (provided, that the Company may not terminate pursuant to this right until a date that is on or after January 23, 2026; Pursuant to the terms of the Merger Agreement, within five business days following the execution of the Merger Agreement, Parent will deposit $10,000,000 into a segregated account (the Deposit). In connection with a termination of the Merger Agreement under other specified circumstances, including if Parent breaches is obligations such that the Company is entitled to terminate the Merger Agreement, the Defense Termination Right, or the Merger has not been successfully completed by the Termination Date, a governmental authority of competent jurisdiction has issued a final non-appealable governmental order prohibiting the Merger, and, at the time of such termination, the only remaining conditions to closing relate to certain regulatory approvals, the Company will be permitted to keep the Deposit. If the Merger Agreement is terminated for any other purpose, the Company shall refund the Deposit to Parent; The Board has unanimously (i) determined that the Merger Agreement and the transactions contemplated thereby are advisable, fair to and in the best interests of the stockholders of the Company, (ii) approved the Merger Agreement and the transactions contemplated thereby, (iii) resolved, subject to the terms and conditions set forth in the Merger Agreement, to recommend approval and adoption of the Merger Agreement and the Merger and the other transactions contemplated thereby by the stockholders of the Company, and (iv) directed the adoption of the Merger Agreement and the approval of the Merger and the other transactions contemplated thereby be submitted to the Companys stockholders for consideration in accordance with the Merger Agreement; Valuation: 4.04x sales (2026E); May 23 2025 received second request from the FTC, closing expected H2 2025;
>50% vote target; HSR expiry (filed Apr 21 2025, received second request from the FTC on May 21 2025); Turkey; Taiwan;
MLNK
MeridianLink, Inc.
Centerbridge Partners
11-August-25
24-October-25
Merger
Friendly
Tech
20.00000
0.00000
20.04000
2000.00000
0.25945
-0.03000
-4.15000
0.55000
0.02
0.00
0.00000
20.00000
20.03000
-0.04000
-0.07787
9
Centerview / JPMorgan
GS
Goodwin
Kirkland
Definitive agreement; MeridianLink, Inc. is a leading provider of modern software platforms for financial institutions and consumer reporting agencies; Over the last several years, our Board has carefully evaluated alternatives to maximize shareholder value. The Board thoroughly reviewed Centerbridges proposal with the assistance of independent financial and legal advisors and determined this transaction would create certain, compelling and immediate value for our shareholders at an attractive premium and position MeridianLink to increase its competitive edge in a rapidly changing technology landscape.; The MeridianLink Board of Directors unanimously approved the transaction, which is expected to close in the second half of 2025, subject to approval by MeridianLink shareholders and the satisfaction of regulatory approvals and customary closing conditions; The holders of approximately 55% of MeridianLinks shares of common stock have agreed to vote all of the shares of MeridianLink common stock owned by them in favor of the transaction; Valuation: 51.8x EPS (2026E), 14.2x EBITDA (2026E), 5.7x sales (2026E); Outside date February 11, 2026; Centerbridge Capital Partners IV L.P. (Centerbridge Capital Partners IV) has committed, subject to the terms and conditions the Equity Commitment Letter, to invest in Parent at or prior to the Closing; The Debt Commitment Letter contains commitments from the lenders party to the Debt Commitment Letter to finance in part the transactions contemplated by the Merger Agreement and include (i) a $961,000,000 senior secured first lien term loan, (ii) a $150,000,000 senior secured first lien revolving credit facility and (iii) a $250,000,000 senior secured first lien delayed draw term loan facility. The obligations of the lenders to provide debt financing under the Debt Commitment Letter are subject to the satisfaction (or waiver) of customary closing conditions described in the Debt Commitment Letter; Signed CA June 18, 2025; Background: SepNov 2023 (Fall 2023 Process): Company received informal inbound interest from Sponsor A and a Sponsor B/C consortium (no price terms). Board formed an ad hoc transaction committee; reached out to Sponsor D and Strategics 13; CAs with Strategics 1 & 2 (standstills; no dont ask, dont waive). Strategic 2 disengaged after limited DD. Hired Centerview and J.P. Morgan (JPM) as co-financial advisors. By mid-Nov, Sponsors A/B/C/D and Strategic 1 all withdrew (complexity of SaaS model, high-rate environment). Process discontinued Nov 11, 2023. 2024H1 2025 (Ongoing market check): Intermittent, informal discussions with a wide set of sponsors and strategics (Sponsors EL, Strategics 46, Strategic 2), plus Strategic 7. Strategic 7 pursued a stock-for-stock idea (mutual CA Nov 18, 2024) but terminated Jan 2025 over strategic-vision differences. No party made a proposal or sought formal talks (except brief CA/DD with Sponsor B and Sponsor K in June 2025; both ultimately passed). Centerbridge Engagement (Summer 2025): Market-update contacts AprilMay; June 1018, 2025 CA signed (18-month standstill, no DA/DW). Limited diligence provided (no projections initially). July 14, 2025: Centerbridge non-binding proposal $19.25/share cash. Board re-engaged Centerview & JPM (July 15), formed a new Transaction Committee (McDermott, Rohde, Sachleben). Thoma Bravo (a major holder) stated it was not a bidder, sought no special treatment, and wouldnt pursue differential terms. Competing Interest Check (late July 2025): CAs executed with Sponsor K (June 19) and Sponsor B (June 28), each declined to proceed (Sponsor Ks contemplated combo fell through. Sponsor B cited capital constraints). Negotiations & Key Terms: Aug 4, 2025: Centerbridge reiterated $19.25 and proposed shifting from a tender offer to a one-step merger, removing go-shop, 3.0% termination fee. Aug 5: Company countered at $21.00, asked to reinstate a go-shop (1.5% fee if go-shop termination), accepted one-step merger and RSU treatment. Aug 7: Centerbridge best and final $20.00/share, no go-shop, 3.0% termination fee, agreed on employee terms. Aug 8: Transaction Committee ready to accept no go-shop if fee reduced to 2.9%, countered $20.25, but would accept $20.00 if needed. Centerbridge held at $20.00, parties agreed to 2.9% fee. Aug 11, 2025 (pre-market): Parties executed the Merger Agreement and ancillary documents, press release issued announcing the deal;
>50% vote target; HSR expiry (filed Aug 22 2025, attained Sept 16 2025);
MRC
DNOW
MRC Global Inc.
DNOW Inc.
26-June-25
31-October-25
Merger
Friendly
Industrial
0.00000
0.94890
13.44000
1500.00000
0.07286
-0.03102
-0.94024
0.03
0.00
0.00000
13.38898
13.42000
-0.02160
-0.03609
16
JPMorgan
GS
Akin
Kirkland
Definitive merger agreement; Headquartered in Houston, Texas, MRC Global (NYSE: MRC) is the leading global distributor of pipe, valves, fittings (PVF) and other infrastructure products and services to diversified end-markets including the gas utilities, downstream, industrial and energy transition, and production and transmission infrastructure sectors; DNOW is a supplier of energy and industrial products and packaged, engineered process and production equipment with a legacy of over 160 years; The combination brings together two global energy and industrial infrastructure organizations with a complementary portfolio of high-quality products, services and supply chain solutions and an expanded footprint of more than 350 service and distribution locations across more than 20 countries. By integrating both companies expertise in serving energy, gas utility and industrial customers, the combined company will have greater scale and deliver enhanced capabilities across the value chain; pon completion of the transaction, DNOW and MRC Global shareholders will respectively own approximately 56.5% and approximately 43.5% of the combined company on a fully diluted basis. The transaction has received unanimous approval by both DNOW and MRC Global Board of Directors; The combined company is expected to generate $70 million of annual cost synergies within three years following closing through public company costs, corporate and IT systems, and operational and supply chain efficiencies. The combination is also expected to accelerate growth and deliver double digit Adjusted EPS accretion in the first year following closing; The transaction is currently anticipated to close in the fourth quarter of 2025, subject to obtaining DNOW and MRC Global shareholder approval and regulatory clearances and satisfaction of other customary closing conditions; Outside date June 26, 2026 (subject to two potential extensions to September 26, 2026 and December 26, 2026 if the required regulatory approvals have not been received but all other conditions to closing have been satisfied or waived (except for those conditions that by their nature are to be satisfied at closing);
>50% vote target; >50% vote acquiror; HSR expiry (filed Aug 1 2025, attained Oct 6 2025);
MRUS
GMAB
Merus N.V.
Genmab A/S
29-September-25
15-January-26
Tender Offer
Friendly
Biotech
97.00000
0.00000
94.79000
8000.00000
0.40804
2.22000
-25.89000
0.03
0.08
0.00000
97.00000
94.78000
2.21000
0.09576
92
Jefferies
PJT / MS
Latham / NautaDutilh
A&O / Kromann
Transaction agreement; Merus is a clinical-stage biotechnology company with its late-stage breakthrough therapy asset petosemtamab, which is in Phase 3 development; Proposed acquisition adds petosemtamab, a late-stage asset with two Breakthrough Therapy Designations, to Genmabs portfolio; Transaction anticipated to be accretive to EBITDA by end of 2029; The transaction has been unanimously approved by the Boards of Directors of both companies; A wholly owned subsidiary of Genmab (Purchaser) will commence a tender offer for 100% of Merus common shares, which is anticipated to close by early in the first quarter of 2026; Merus is currently running two Phase 3 trials in first- and second/third line head and neck cancer, with topline interim readout of one or both trials anticipated in 2026. Based on Genmabs experience in late-stage development and excellence in commercial execution, Genmab anticipates the potential for the initial launch of petosemtamab in 2027, subject to clinical results and regulatory approvals; The closing of the tender offer is subject to the satisfaction of customary closing conditions for similar transactions, including a minimum acceptance condition of at least 80% of Merus common shares (which threshold may be reduced to 75% unilaterally by Genmab if all other closing conditions are satisfied), approval by Merus shareholders of resolutions relating to Merus post-closing governance and the back end transactions at Merus extraordinary shareholders meeting to be held for that purpose, and completion of the relevant works councils consultation processes; The transaction is not subject to a financing condition. Consideration is expected to be funded through a combination of cash on hand and approximately $5.5 billion of non-convertible debt financing. Genmab has obtained a funding commitment from Morgan Stanley Senior Funding, Inc. for this amount; Outside date April 29, 2026; Signed CA August 20, 2025;
>80% tender; HSR expiry;
MTSR
PFE
Metsera, Inc.
Pfizer Inc.
22-September-25
21-December-25
Merger
Friendly
Biotech
47.50000
0.00000
52.76000
4900.00000
0.42557
-1.82500
-17.01253
0.37600
0.04
0.00
3.37500
50.87500
52.70000
-1.83500
-0.17558
67
GS / Guggenheim / BofA / Allen
Citi
Paul
Wachtell
Definitive agreement; Metsera is a clinical-stage biopharmaceutical company accelerating the next generation of medicines for obesity and cardiometabolic diseases; Proposed acquisition to add four highly differentiated clinical-stage incretin and amylin programs to Pfizers pipeline; Transaction valued at $47.50 per Metsera share in cash upon closing, for an initial enterprise value of $4.9 billion with a CVR of up to $22.50 per share in additional payments; The acquisition brings deep expertise and a portfolio of differentiated oral and injectable incretin, non-incretin and combination therapy candidates with potential best-in-class efficacy and safety profiles; The Boards of Directors of both Metsera and Pfizer have unanimously approved the transaction; Additionally, the agreement includes a non-transferable contingent value right (CVR) entitling holders to potential additional payments of up to $22.50 per share in cash tied to three specific clinical and regulatory milestones: $5 per share following the Phase 3 clinical trial start of Metseras MET-097i+MET-233i combination, $7 per share following U.S. Food and Drug Administration (FDA) approval of Metseras monthly MET-097i monotherapy, and $10.50 per share following FDA approval of Metseras monthly MET-097i+MET-233i combination, if achieved; The transaction is expected to close in the fourth quarter of 2025, subject to the satisfaction of customary closing conditions, including receipt of required regulatory approvals and approval by Metseras shareholders; In connection with the execution of the Merger Agreement, ARCH Venture Partners, a venture capital firm, and Population Health Partners GP, LLC, a venture capital firm, and certain of their affiliates (collectively, the Support Stockholders), solely in their respective capacities as stockholders of the Company, entered into Voting and Support Agreements, dated as of September 21, 2025 (collectively, the Voting and Support Agreements), with Parent and the Company, pursuant to which, among other things, the Support Stockholders agreed to vote all shares of Company Common Stock held by the Support Stockholders (and any other shares of the Companys Common Stock they may hold in the future) in favor of the Merger and the adoption of the Merger Agreement and against any proposal made in opposition to, or in competition with, the consummation of the Merger. The Support Stockholders represent approximately 37.6% of the votes; Signed CA April 22, 2024; Outside date March 21, 2026 (automatically be extended to June 21, 2026); Background: Strategic context (2024Sep 2025): Metsera routinely assessed partnerships/M&A, held NDAs with Pfizer and six other large biopharmas (no standstills). IPO vs M&A fork: After a $2.0B ($21.13/sh) bid from Party 1 (Jan 23, 2025) was deemed insufficientpartly on regulatory riskMetsera priced its IPO at $18 on Feb 3, 2025, stock closed $27.80 that day (~$3.1B cap). Competing proposals: Pfizer: $30 (Jun 2), Aug 11: up to $39 ($34 cash + $5 CVR), Sep 8: up to $50 ($40 + $10 CVR), Sep 10: up to $60 ($45 + $15 CVR), Sep 14: up to $65 ($45 + $20 CVR with dated milestones), Sep 21 (final): up to $70 ($47.50 cash + $22.50 CVR). Party 2: Aug 11: up to $90 ($45 mix + $45 CVR, long exclusivity and many open items); Aug 15: up to $95 (all stock + stock CVR); entered exclusivity Aug 17Sep 8 but withdrew Sep 3 due to internal stock-issuance constraint. Party 1: Jan 23: $2.0B, Aug 15: ~$4.5B (~$39.51/sh) verbally, Sep 8/11: up to $91 ($56.50 cash + $34.50 CVR; $500m reverse break fee), explored alternative structure (immediate $50 cash dividend via non-voting shares, CVR later) but value softened to ~$87 by Sep 20 and carried significant regulatory/closing risk and execution complexity. Board calculus (Sep 21): Goldman/Guggenheim risk-adjusted NPV: Party 1 $59.5, Pfizer $54.7 per shareyet Party 1s regulatory delay/uncertainty and deal structure risks narrowed the real-world gap, concern Pfizer might walk if delayed. Outcome: Board unanimously approved Pfizers up-to-$70/sh deal ( $47.50 cash + $22.50 CVR ), fairness opinions delivered, Merger Agreement signed late Sep 21, 2025, joint announcement Sep 22, 2025;
>50% vote target; HSR expiry (filed Nov 3 2025);
NSC
UNP
Norfolk Southern Corporation
Union Pacific Corporation
29-July-25
31-March-27
Merger
Friendly
Industrial
88.82000
1.00000
290.51999
85000.00000
0.22926
24.29000
-34.34560
0.03
0.41
0.00000
314.39999
290.10999
35.01568
0.08132
532
BofA
MS / Wells
Wachtell / Sidley
Skadden / Covington
Definitive merger agreement; Since 1827, Norfolk Southern Corporation (NYSE: NSC) and its predecessor companies have safely moved the goods and materials that drive the U.S. economy. Today, it operates a 22-state freight transportation network; Transaction to transform the U.S. supply chain and economy, strengthen domestic manufacturing, and preserve union jobs; Two legendary railroads enter agreement to combine in stock and cash merger, creating a combined enterprise of over $250 billion; Transaction values Norfolk Southern at an enterprise value of $85 billion and is expected to unlock approximately $2.75 billion in annualized synergies and deliver substantial long-term value for Union Pacific and Norfolk Southern shareholders; These legendary companies will seamlessly connect over 50,000 route miles across 43 states from the East Coast to the West Coast, linking approximately 100 ports and nearly every corner of North America. This combination will transform the U.S. supply chain, unleash the industrial strength of American manufacturing, and create new sources of economic growth and workforce opportunity that preserves union jobs; Under the terms of the agreement, Union Pacific will acquire Norfolk Southern in a stock and cash transaction, implying a value for Norfolk Southern of $320 per share based on Union Pacifics unaffected closing stock price on July 16, 20251, and representing a 25% premium to Norfolk Southerns 30-trading day volume weighted average price on July 16, 2025. The value per share implies an enterprise value of $85 billion for Norfolk Southern, resulting in the creation of a combined enterprise of over $250 billion; Creating the Union Pacific Transcontinental Railroad is overwhelmingly in the public interest and will enhance competition, consistent with the test that will be applied in the review of the transaction by the Surface Transportation Board (STB). The companies expect to file their application with the STB within six months, in which the companies will describe how the combined rail network will provide safer, faster, and more reliable service and increased competition to a broad range of stakeholders. The Board of Directors of both Union Pacific and Norfolk Southern unanimously approved the transaction, which is subject to STB review and approval within its statutory timeline, customary closing conditions, and shareholder approval. The companies are targeting closing the transaction by early 2027; Union Pacific will issue a total of approximately 225 million shares to Norfolk Southern shareholders, representing 27% ownership in the combined company on a fully diluted basis, and providing the ability of Norfolk Southern shareholders to participate in the upside of the combined companys growth opportunities and synergies. The agreement is structured without a voting trust and includes a $2.5 billion reverse termination fee; The cash portion of the transaction will be funded through a combination of new debt and balance sheet cash; Valuation: 22.4x EPS (2026E), 13.7x EBITDA (2026E), 6.6x sales (2026E); Outside date January 28, 2028; Background: Dec 1213, 2024: UP CEO V. James Vena and UP directors discussed growth via merger. Dec 18, 2024Mar 2025: NS CEO Mark R. George and Vena held high-level talks at industry events about a potential transcontinental combination. JanApr 2025: Each board discussed consolidation; Apr 15 UP board green-lit preliminary exploration. Apr 22 NS board supported an initial management meeting. May 19: Mutual confidentiality agreement, June 20: Clean team agreement. May 15: First management meeting, UP named NS as its optimal counterparty, agreement to exchange non-public info. Late MayJune: Regular diligence, synergy modeling, and regulatory workstreams. June 20 (UP June Proposal): All-stock offer of 1.261 UP shares per NS share ( $280 per NS share at 6/18 close, 11% premium). NS said inadequate, asked for higher value and openness to cash/stock mix. July 20 (UP Revised): Stock-and-cash: 0.9387 UP shares + $93 cash per NS share ( $310 at 7/16 close, 21% premium to NS 30-day VWAP). Included $1.9B reverse termination fee (RTF) subject to regulatory limits. July 21 (NS Counter): 1.000 UP share + $100 cash per NS share ( $331 at 7/16, 29% premium). Sought board representation and a higher $3.5B RTF. Targeted announcement July 29. July 22 (UP Final Proposal): 1.000 UP share + cash valuing NS at $320 per share at 7/16 ( 25% premium), with $2.5B RTF, three NS directors on the combined board (incl. Anderson & George), and request for a July 24 joint confirmation due to market rumors. (UP also received an inbound from Party A the same day.) July 23: NS board indicated amenability to proceed on UPs Final Proposal, parties agreed to short-term exclusivity. July 24: Mutual exclusivity through July 29, joint press release confirming advanced discussions. July 2228: Skadden and Wachtell negotiated definitive merger agreement, parallel governance, regulatory, and synergy discussions continued. NS Board: Received BofA fairness opinion that the first-merger consideration is fair, unanimously approved and recommended the merger agreement. UP Board: Received fairness opinions from Morgan Stanley and Wells Fargo that consideration to be paid by UP is fair, unanimously approved merger agreement and share issuance for UP shareholders. July 28, 2025: Merger agreement executed. July 29, 2025: Joint press release announcing the signed agreement;
>50% vote target; >50% vote acquiror; HSR expiry; Surface Transportation Board (STB);
NWE
BKH
NorthWestern Energy Group
Black Hills Corp.
19-August-25
15-November-26
Merger
Friendly
Utilities
0.00000
0.98000
59.16000
6844.94824
0.07670
2.02388
-2.32524
0.01
0.47
0.00000
61.05388
59.03000
4.17598
0.06503
396
Greenhill
GS
Morgan
Faegre
Definitive agreement; NorthWestern Energy Group, Inc., doing business as NorthWestern Energy, provides essential energy infrastructure and valuable services that enrich lives and empower communities while serving as long-term partners to our customers and communities. We work to deliver safe, reliable, and innovative energy solutions that create value for customers, communities, employees, and investors. We do this by providing low-cost and reliable service performed by highly-adaptable and skilled employees. We provide electricity and / or natural gas to approximately 800,000 customers in Montana, South Dakota, Nebraska, and Yellowstone National Park; Increased scale and business line diversity to result in a stronger, more resilient platform to safely, reliably, and cost-effectively meet customers rising energy needs; Merger expected to be accretive to each companys EPS in the first year following the close of transaction; Combined company supports an increased long-term EPS target growth rate of 5% to 7%; Contiguous service territory with attractive growth profile expected to provide additional investment opportunities beyond each companys current capital investment plan; Strong and predictable earnings and cash flows with more efficient access to capital to be credit-enhancing and support a high-quality credit profile, an enhanced ability to invest in critical infrastructure, and a strong and growing dividend; Veteran leadership team and complementary cultures with shared commitments to safety, reliability, and exceptional customer service provided by a highly skilled workforce; Upon completion of the merger, Black Hills shareholders will own approximately 56% and NorthWestern shareholders will own approximately 44% of the combined company on a fully diluted basis; The combined company will serve approximately 2.1 million customers across eight contiguous states -- Arkansas, Colorado, Iowa, Kansas, Montana, Nebraska, South Dakota, and Wyoming; The transaction is expected to close in 12 to 15 months, subject to customary closing conditions, clearance under the Hart-Scott Rodino Act, approval from each companys shareholders, and regulatory approvals, including approval from commissions in the three states in which both companies operate (Montana, Nebraska, South Dakota) and in Arkansas if required, as well as the Federal Energy Regulatory Commission; Valuation: 15.5x EPS (2026E), 10.4x EBITDA (2026E), 4.13x sales (2026E); Outside date August 18, 2026 (or such alternative date as may be agreed by the parties), which date may be extended by three months up to two times, until as late as February 18, 2027; Signed CA April 2, 2025;
>50% vote target; >50% vote acquiror; HSR expiry; FERC; Montana PSC; Nebraska PSC; South Dakota PUC;
ODP
The ODP Corporation
Atlas Holdings
22-September-25
31-December-25
Merger
Friendly
Retail
28.00000
0.00000
27.76000
1603.35205
0.34486
0.25000
-6.93000
0.01
0.03
0.00000
28.00000
27.75000
0.24000
0.04167
77
JPMorgan
Lazard
Simpson
Willkie
Definitive agreement; The ODP Corporation is a leading provider of products, services and technology solutions to businesses and consumers; Atlas Holdings owns and operates a global family of manufacturing and distribution businesses; The Board of Directors of The ODP Corporation unanimously approved the transaction, which is expected to be completed by the end of 2025. The transaction is subject to customary closing conditions, including regulatory approvals and approval by The ODP Corporation shareholders; Valuation: 9.7x EPS (2026E), 6.3x EBITDA (2026E), 0.24x sales (2026E); Outside date June 22, 2026 (automatically extended to September 22, 2026, then December 22, 2026); Signed CA December 16, 2024; Background: ODPs board routinely reviewed strategy and alternatives. J.P. Morgan was formally engaged Dec 19, 2024 as lead financial advisor, with Simpson Thacher as counsel. OctNov 2024: Party A & Party B floated a joint acquisition idea (no price), signed NDAs in Nov. Dec 2024: Party C expressed interest (no NDA then). Atlas (an investor in ODP) contacted ODP, NDA signed Dec 16 (Atlas/affiliates owned ~2.61% plus swaps). Atlas began diligence. Feb 11, 2025: Atlas submitted a non-binding $30.00 cash offer (vs. $20.39 prior close). Feb 12: Board reviewed, asked for updated projections (FY25FY29) and signaled a need for higher value after diligence. Late FebMar: Ongoing Atlas diligence, Party D (owner of a direct competitor) expressed interestflagged as high antitrust risk, NDA with Party D on Mar 14 and antitrust workstream started. Apr 2: U.S. tariff announcement drove market volatility. Apr 7: Atlas paused, floated $21.25 verbally, board paused Atlas talks. Apr 1622: Board authorized broad outreach, J.P. Morgan contacted 24 parties (2 strategic, 22 financial), 14 signed NDAs. May 7: Q125 results out. May 16: Atlas reiterated $21.25. Late MayJune: Party F, G, H submitted, Party Fs (highest) topped Atlass May level. Party Ds proposal deemed to under-allocate antitrust risk. Jul 8: Atlas revised to $23.25, Jul 17: to $23.50 with aggressive terms (5% termination fee + expenses, limited remedies). Party G bid above $23.50 with its own term asks, Party H dropped. Jul 22: Board declined to proceed at then-current valuations, waited for Q2 (Aug 6) and pressed bidders. Aug 9: Party J bid with a range (high end > $23.50). Aug 18: Party K bid (based on public info) above $23.50, NDA Aug 21. Aug 1114: Board told Atlas, Party G, Party J it viewed ~$28/share cash as appropriate and asked for improved proposals. Sept 10: Atlas submitted $28.00 all-cash (highest), Party K came in below earlier, Parties G and J did not revise. Sept 12: Board authorized negotiation with Atlas (no exclusivity), legal terms negotiated (fees, remedies, regulatory obligations). Sept 21: J.P. Morgan delivered a fairness opinion (dated Sept 22). Board unanimously approved the merger agreement and recommendation. Sept 22, 2025: ODP, Parent and Merger Sub executed and announced the merger at $28.00 per share in cash;
>50% vote target; HSR expiry (filed Oct 7 2025);
PBPB
Potbelly Corporation
RaceTrac, Inc
10-September-25
22-October-25
Tender Offer
Friendly
Food
17.12000
0.00000
17.11000
697.48199
0.32405
0.02000
-4.17000
0.11000
0.03
0.00
0.00000
17.12000
17.10000
0.01000
0.03095
7
Piper
BofA
Kirkland
Kilpatrick
Definitive merger agreement; Potbelly Corporation is a neighborhood sandwich concept that has been feeding customers smiles with warm, toasty sandwiches, signature salads, hand-dipped shakes and other fresh menu items, customized just the way customers want them, for more than 40 years. Potbelly promises Fresh, Fast & Friendly service in an environment that reflects the local neighborhood. Since opening its first shop in Chicago in 1977, Potbelly has expanded to neighborhoods across the countrywith more than 445 shops in the United States including more than 105 franchised shops in the United States; Headquartered in Atlanta, Georgia, family-owned RaceTrac, Inc. is one of the largest privately held companies in the United States, serving guests since 1934. The companys retail brands include more than 800 RaceTrac and RaceWay retail locations in 14 states and approximately 1,200 Gulf branded locations across the United States and Puerto Rico. RaceTrac employs more than 10,000 team members across RaceTrac, RaceWay and affiliated companies Energy Dispatch and Gulf, Inc.; The acquisition is expected to close in the fourth quarter of 2025, subject to the satisfaction of customary closing conditions and regulatory approvals; Potbellys board of directors unanimously recommends that Potbellys stockholders tender their shares in the tender offer. Additionally, all of Potbellys directors and executive officers have entered into support agreements (subject to certain terms and conditions) and agreed to tender their shares, representing approximately 11% of Potbellys outstanding common stock, in the tender offer; Outside date March 9, 2026 (automatically extends to July 9, 2026); Signed CA March 18, 2025; Valuation: 47.2x EPS (2026E), 16.9x EBITDA (2026E), 1.4x sales (2026E); Background: JanuaryFebruary 2025: Parent began evaluating an acquisition of the Company and engaged BofA Securities for advice. Feb 25: Parents board reviewed industry and company data and authorized outreach. March 3: CEOs Natalie Morhous (Parent) and Bob Wright (Company) held an introductory call; a confidentiality agreement followed on March 18, enabling limited due diligence. April 2025: Company opened a virtual data room. Parent began financial diligence. May 15: Parent submitted an initial non-binding indication of interest at $13.50/share (33% premium) conditioned on 60-day exclusivity. Company rejected the valuation but invited further dialogue. MayJune: Parent pressed for a counteroffer; Company insisted the bid undervalued it. July 17: Parent raised its proposal to $16.35/share (31% premium). Company still sought a higher price and signaled a potential counter. July 29: Company countered at $18.00/share and requested expense reimbursement if Parent walked away. July 30: Parent declared a best and final offer of $17.12/share with conditions. Company indicated favorable reception but sought a slightly lower termination fee and a post-signing market check. Aug 3: Parties signed an exclusivity agreement through Sept 8 (later extended to Sept 9). Parent received expanded diligence access and conducted comprehensive reviews across finance, operations, and legal matters. Aug 16Sept 8: Drafts of the Merger Agreement were exchanged. Sept 2: Parents board approved proceeding at $17.12/share. Sept 58: Remaining issues were resolved, and exclusivity was extended by one day. Sept 9, 2025: Parent, Company, and Purchaser executed the Merger Agreement and related Tender and Support Agreement. Sept 10: The transaction was publicly announced before market open;
>50% tender; HSR expiry (filed Sept 26 2025, attained Oct 14 2025);
PCH
RYN
PotlatchDeltic
Rayonier
14-October-25
15-April-26
Merger
Friendly
Industrial
0.00000
1.73390
42.82000
4491.07861
0.07848
0.65257
-2.50807
0.03
0.21
0.00000
43.43257
42.78000
1.34649
0.06412
182
BofA
MS
Latham
Wachtell
Definitive agreement; PotlatchDeltic is a leading Real Estate Investment Trust (REIT) with ownership of 2.1 million acres of timberlands in Alabama, Arkansas, Georgia, Idaho, Louisiana, Mississippi, and South Carolina; Merger of equals; Upon completion of the transaction, the combined company will become the second-largest publicly traded timber and wood products company in North America and will be well-positioned to capitalize on an improving housing market as well as opportunities in higher-and-better-use (HBU) real estate and land-based / natural climate solutions; Under the terms of the agreement, which has been unanimously approved by the Boards of Directors of both companies, PotlatchDeltic shareholders will receive 1.7339 common shares of Rayonier for each share of common stock of PotlatchDeltic; Upon closing of the transaction, Rayonier shareholders will own approximately 54% and PotlatchDeltic shareholders will own approximately 46% of the combined company; Together, the combined company will have a productive and diverse timberland portfolio comprising approximately 4.2 million acres, including 3.2 million acres in the U.S. South and 931,000 acres in the U.S. Northwest. In addition, the company will operate seven wood products manufacturing facilities, including six lumber mills with total capacity of 1.2 billion board feet and one industrial plywood mill. The transaction will also combine two highly complementary and successful real estate businesses with a strong track record of rural HBU premium realizations and significant long-term upside from value-add real estate development projects in Arkansas, Florida, and Georgia. The combination is further expected to provide robust opportunities and an enhanced platform to drive growth in land-based and natural climate solutions; The combined company expects to realize approximately $40 million of annual synergies, driven by a combination of corporate and operational overhead cost savings; The transaction is expected to close in late first quarter or early second quarter of 2026. The transaction is subject to the satisfaction of customary closing conditions, including receipt of required regulatory approvals and the approval of both Rayoniers shareholders and PotlatchDeltics shareholders; Outside date July 13, 2026, subject to an automatic extension of 90 calendar days in order to obtain required regulatory approvals; Signed clean team agreement Sept 18 2025; Signed CA Sept 3 2025; Valuation: 48.1x EPS (2026E), 15.6x EBITDA (2026E), 4.0x sales (2026E);
>50% vote target; >50% vote acquiror; HSR expiry;
PGRE
RITM
Paramount Group, Inc.
Rithm Capital Corp.
17-September-25
16-December-25
Merger
Friendly
Real Estate
6.60000
0.00000
6.54000
5914.90820
0.38075
0.07000
-1.75000
0.01
0.04
0.00000
6.60000
6.53000
0.06000
0.05532
62
BofA
UBS / Citi
Latham
Skadden
Paramount Group, Inc. is a vertically-integrated real estate investment trust that owns, operates, manages, and redevelops Class A office properties in New York City and San Francisco. Paramounts portfolio includes 13 owned and 4 managed high quality office assets, totaling more than 13.1 million square feet, 85.4% of which is currently leased as of June 30, 2025; Rithm expects to fund the transaction with a combination of cash and liquidity from Rithms balance sheet and potential opportunities from co-investors. The addition of the Paramount portfolio will create new opportunities for investors to access Rithms real estate platform and bolster Rithms asset management business; After an extensive process and evaluation of a range of strategic alternatives, we are pleased to have reached this agreement which will deliver immediate, full and fair value to our shareholders; The transaction is expected to close in late Q4 2025, subject to customary closing conditions, including the approval of Paramounts common stockholders; Outside date March 17, 2026; Pursuant to the terms of the Merger Agreement, Paramount and its subsidiaries may declare and pay dividends to its stockholders in order for Paramount and its subsidiaries to maintain its qualification as a real estate investment trust (REIT). Any such dividend would result in an offsetting decrease to the Paramount Merger Consideration and the Partnership Merger Consideration. No such dividend is currently anticipated; Valuation: 15.9x FFO (2026E), 19.5x EBITDA (2026E), 8.7x sales (2026E); Announced strategic alternatives May 19 2025;
>50% vote target;
PHLT
Performant Healthcare, Inc
Machinify (New Mountain Capital)
01-August-25
25-October-25
Merger
Friendly
Tech
7.75000
0.00000
7.74000
670.00000
1.18310
0.02000
-4.18000
0.03
0.00
0.00000
7.75000
7.73000
0.01000
0.04832
10
Truist
JPMorgan
Pillsbury
Ropes
Definitive agreement; Performant Healthcare, Inc.is a leading provider of technology-enabled payment integrity, eligibility, and related analytics services; Machinify is a healthcare intelligence leader and portfolio company of New Mountain Capital; After a comprehensive review of strategic alternatives, including continuing to operate as a standalone entity, our board of directors and executive leadership team unanimously concluded that this path represents the best outcome for our stockholders, clients, and employees; The transaction is expected to close by the end of 2025, subject to the satisfaction of customary closing conditions, including approval by Performants stockholders and receipt of applicable regulatory approvals; Signed CA April 10, 2025; Outside date January 31, 2026;
>50% vote target; HSR expiry (filed Aug 22 2025);
PINC
Premier, Inc.
Patient Square Capital
22-September-25
10-January-26
Merger
Friendly
Healthcare
28.25000
0.00000
27.90000
2600.00000
0.09709
0.36000
-2.14000
0.03
0.14
0.00000
28.25000
27.89000
0.35000
0.05371
87
GS / BofA
Jefferies / Santander / Perella
Wachtell / Cravath
Kirkland / Ropes
Definitive agreement; Premier, Inc. is a leading technology-driven health care improvement company; Unanimously approved by Premiers Board of Directors after careful consideration of a wide range of strategic alternatives in recent years; The transaction is expected to close by the first quarter of calendar year 2026, subject to approval by Premier stockholders and satisfaction of regulatory approvals and other customary closing conditions. The transaction is not subject to a financing condition; In connection with the transaction, Premier will suspend the declaration and distribution of common stock dividends in future quarters; Outside date March 21, 2026 (subject to one three-month extension); Parent has obtained commitments for debt financing consisting of a $1,450 million senior secured first lien term loan facility and a $225 million senior secured revolving credit facility on the terms set forth in a debt commitment letter; Signed CA April 22, 2025; Valuation: 20.1x EPS (2026E), 11.2x EBITDA (2026E), 2.65x sales (2026E); Background: Early Strategic Reviews (20212024): In November 2021, the Board formed a committee of independent directors to explore strategic alternatives. During 20222023, the Company contacted ~25 potential strategic and financial counterparties, including financial sponsors and hospital systems, in a broad review process. Only one serious bidder (Party A, a consortium of financial sponsors) pursued discussions but withdrew in December 2023 after offering a discount to market price. The Board terminated the process in February 2024 and disbanded the committee in April 2024. Patient Square Capital Emerges (AprilMay 2025): April 2, 2025: CEO Michael Alkire met with Patient Square Capital (PSC) informally, initial interest but no proposal. April 22, 2025: A confidentiality agreement (with standstill) was executed. May 17, 2025: Preliminary diligence discussions began. May 20, 2025: The Board created a new Transaction Committee (Statuto, Bigalke, Wolf) and hired Wachtell Lipton (Company counsel), Cravath (Committee counsel), and Goldman Sachs (financial advisor). BofA Securities was later re-engaged due to prior familiarity with the Company. Initial Offer and Diligence (JuneJuly 2025): June 11, 2025: PSC made an initial non-binding offer of $27$28 per share (vs. $22.50 trading price). The Transaction Committee rejected it as too low but permitted targeted diligence to encourage a higher bid. PSC conducted due diligence through JuneJuly, including management meetings and data room access. July 1822, 2025: PSC revised its offer to $27.50 in cash plus a contingent value right (CVR) up to $2.50 per share, tied to achieving 100% of FY28 adjusted EBITDA. The CVR would pay nothing below 95% of the target, and the Board viewed it skeptically, citing enforcement and accounting manipulation risks. On July 21, 2025, the Board authorized proceeding with negotiations under those terms. Negotiation of Merger Terms (August 2025): August 37, 2025: The Transaction Committee reviewed draft merger and CVR agreements - advisors agreed the likelihood of alternate bidders was low due to the prior failed process and antitrust issues. August 1014, 2025: PSC pushed to reduce termination fees and delete the go-shop, and submitted drafts with limited CVR enforcement (optional redemption, subordinated rights, minimal efforts obligations). The Company negotiated for stronger CVR protection, diligent efforts clauses, and stockholder enforcement rights. Financing Delays and Growing Skepticism (MidLate August 2025): PSC struggled to finalize financing, prompting Board concern about timing before the August 19 earnings release. The Board insisted that any deal must include an acceptable CVR structure and financing certainty. With no final terms by mid-August, the Company announced earnings and a $0.21 quarterly dividend on August 18. Leaks began surfacing in the media about the potential transaction. Push Toward an All-Cash Offer (Late AugustEarly September 2025): As PSC continued seeking financing, the Transaction Committee decided to seek elimination of the CVR in favor of a higher all-cash price to ensure value certainty. September 4, 2025: The Board authorized a counteroffer of $28.50 all cash and rejected the CVR. September 5, 2025: Bloomberg leaked that PSC was pursuing a buyout. September 6, 2025: PSC submitted a final offer of $28.25 per share in cash, citing the recently declared dividend as incremental value and calling it a best and final proposal. Final Negotiations and Approval (September 2025): Between September 721, legal teams (Wachtell Lipton and Kirkland & Ellis) finalized the merger and financing documents. September 21, 2025: Transaction Committee unanimously recommended approval. Goldman Sachs and BofA Securities each delivered fairness opinions. The Board unanimously approved the merger agreement and recommended it to stockholders. The merger agreement was executed early September 21 and announced September 22, 2025;
>50% vote target; HSR expiry;
PRA
ProAssurance Corporation
The Doctors Company
19-March-25
13-January-26
Merger
Friendly
Insurance
25.00000
0.00000
24.04000
1300.00000
0.60875
0.97000
-8.49000
0.04
0.10
0.00000
25.00000
24.03000
0.96000
0.17218
90
GS
Houlihan / Howden
Simpson / Willkie
Mayer
Definitive agreement; ProAssurance Corporation is a specialty insurer with extensive expertise in medical liability, products liability for medical technology and life sciences, and workers compensation insurance; The Doctors Company, the nations largest physician-owned medical malpractice insurer; Addition of ProAssurance Corporation fortifies the promise of The Doctors Company to the medical professional liability market for generations to come; The Board of Directors of ProAssurance has unanimously approved the transaction, and resolved to recommend that its shareholders approve the agreement; The transaction is expected to close in the first half of 2026, and is subject to customary closing conditions, including approval by ProAssurances stockholders and the receipt of regulatory approvals; The transaction is not subject to a financing condition; Valuation: 23.4x EPS (2026E), 15.0x EBIT (2026E), 1.15x sales (2026E), 1.06x BV, 1.12x TBV; Outside date September 19, 2026;
>50% vote target; HSR expiry (attained July 2 2025); Insurance approvals;
PRO
PROS Holdings, Inc.
Thoma Bravo
22-September-25
11-December-25
Merger
Friendly
Tech
23.25000
0.00000
22.98000
1400.00000
0.41682
0.28000
-6.56000
0.03
0.04
0.00000
23.25000
22.97000
0.27000
0.07770
57
Qatalyst
Evervore
DLA
Kirkland
Definitive agreement; PROS Holdings, Inc. is a leading provider of AI-powered SaaS pricing and selling solutions; This transaction is the culmination of a strategic review process undertaken by the PROS Board of Directors that included discussion with a number of parties; The transaction, which has been unanimously approved by the Board of Directors of PROS, is expected to close in the fourth quarter of 2025, subject to approval by PROS shareholders, the satisfaction of regulatory approvals and customary closing conditions; Valuation: 27.9x EPS (2026E), 24.6x EBITDA (2026E), 3.5x sales (2026E); Outside date September 22, 2026; Signed CA August 15, 2025;
>50% vote target; HSR expiry;
PVBC
NBBK
Provident Bancorp, Inc.
NB Bancorp, Inc.
05-June-25
15-November-25
Merger
Friendly
Financial
6.50000
0.34550
12.46000
211.80000
0.07762
0.02914
-0.86687
0.04
0.03
0.00000
12.43914
12.41000
0.03896
0.03760
31
Piper
Keefe
Luse
Nutter
Definitive merger agreement; Provident Bancorp, Inc. (Nasdaq: PVBC) is the holding company for BankProv, a full-service commercial bank headquartered in Massachusetts. With retail branches in the North Shore of Massachusetts and in southern New Hampshire, commercial banking offices in the Manchester/Concord market in Central New Hampshire and a loan office located in Ponte Vedra Beach, Florida, BankProv delivers a unique combination of traditional banking services and innovative financial solutions to its markets; Merger expands Needham Banks branch footprint into the North Shore of Massachusetts and New Hampshire; The merger is expected to be approximately 19% accretive to NB Bancorp, Inc.s earnings per share in 2026, the first full year of combined operations, assuming full phase-in of cost savings; Under the terms of the merger agreement, which was unanimously approved by both boards of directors, stockholders of Provident will receive for each share of Provident common stock, at the holders election, either (i) 0.691 shares of Needham common stock (the "Stock Consideration") or (ii) $13.00 in cash (the "Cash Consideration"), subject to allocation procedures to ensure that 50% of the shares of Provident common stock will receive the Stock Consideration; The value of the transaction is estimated to be $211.8 million based on Needhams share price of $16.62 at the close of business on June 4, 2025. The transaction dilutes Needhams tangible book value by approximately 6.1% and is expected to have an earn back period of approximately 2.7 years; The merger is expected to be completed in the fourth quarter of 2025, subject to the satisfaction of various conditions, including the affirmative vote by the holders of a majority of Provident shares and the receipt of required regulatory approvals from applicable state and federal regulators. No vote of Needham stockholders is required. All Provident directors and executive officers have agreed to vote in favor of the merger; 18.8x EPS (2026E), 0.93x BV, 0.93x TBV; Outside date June 5 2026;
>50% vote target; Fed; FDIC;
SAND
RGLD
Sandstorm Gold Ltd.
Royal Gold Inc.
07-July-25
20-October-25
Plan
Friendly
Mining
0.00000
0.06250
12.17000
3500.00000
0.16706
0.00625
-1.73527
0.06000
0.04
0.00
0.00000
12.16625
12.16000
0.00638
0.03900
5
BMO / NBF / CIBC
Scotia / RJ
Cassels / Fasken
McCarthy / Skadden / Richards
Definitive arrangement agreement; Sandstorm is a precious metals-focused royalty company that provides upfront financing to mining companies and receives the right to a percentage of production from a mine, for the life of the mine. Sandstorm holds a portfolio of approximately 230 royalties, of which 40 of the underlying mines are producing; Upon closing, existing Royal Gold and Sandstorm shareholders will own approximately 77% and 23%, of the issued and outstanding Royal Gold Shares; Concurrent with the Sandstorm Transaction, Royal Gold has entered into a definitive arrangement agreement with Horizon Copper Corp. ("Horizon Copper"), pursuant to which Royal Gold will acquire all of the issued and outstanding common shares of Horizon Copper (the "Horizon Shares") in an all-cash transaction valued at approximately $196 million; The Boards of Directors of Royal Gold and Sandstorm and a special committee comprised solely of independent directors of Sandstorm (the "Sandstorm Special Committee"), after receiving outside legal and financial advice, have each determined that the Sandstorm Transaction is in the best interests of Royal Gold and Sandstorm, respectively. Additionally, the Boards of Directors of Royal Gold and Horizon Copper and a special committee composed solely of independent directors of Horizon Copper, after receiving outside legal and financial advice, have each determined that the Horizon Transaction is in the best interests of Royal Gold and Horizon Copper, respectively. Accordingly, the Boards of Directors of Royal Gold, Sandstorm, and Horizon Copper recommend that shareholders vote in favor of the Transactions; The Sandstorm Transaction will be subject to the approval of 66 2/3% of the votes cast by shareholders of Sandstorm at a special meeting of Sandstorm shareholders (the "Sandstorm Meeting") and the approval of a simple majority of the votes cast by shareholders of Sandstorm at the Sandstorm Meeting excluding votes cast by persons required to be excluded under Canadian Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions; Royal Gold will require approval by a simple majority of votes cast by Royal Gold shareholders at a special meeting in connection with the share issuance under the Sandstorm Transaction; The senior officers and directors of Sandstorm, which collectively control 6% of the Sandstorm Shares on a fully diluted basis, have entered into voting support agreements pursuant to which they have agreed to vote their shares in favor of the Sandstorm Transaction; Subject to receiving the requisite court, regulatory and shareholder approvals as described above, the Transactions are expected to close in the fourth quarter of 2025; Valuation: 42.9x EPS (2026E), 19.4x EBITDA (2026E), 15.9x sales (2026E); Background: At industry conferences in January and February 2025, informal discussions resumed between Sandstorm and Royal Gold about potential strategic opportunities, including a business combination. March 2025: The parties executed a confidentiality agreement to facilitate sharing of non-public information and mutual valuation analysis. April 2025: Sandstorm opened its data room to Royal Gold, and exploratory discussions progressed. Sandstorm also held separate preliminary talks with two other public royalty companies (Party A and Party B) about possible joint acquisitions or combinations, but these did not advance. April 30, 2025: Royal Gold verbally proposed acquiring Sandstorm at an exchange ratio of 0.06 Royal Gold shares per Sandstorm share, representing roughly a 26%28% premium. May 16: Sandstorms board analyzed the offer and authorized a counter-proposal of 0.0625 shares, subject to due diligence and board approvals. Royal Gold signaled support for the higher ratio. During this time, Royal Gold also pursued a concurrent cross-conditional acquisition of Horizon, requiring amendments to confidentiality agreements to share transaction information. While evaluating Royal Golds proposal, Sandstorm continued discussions with a third potential partner (Party C), executing a confidentiality agreement and providing due diligence access in late May. Meanwhile, Sandstorm and Royal Gold exchanged extensive financial, technical, and legal information, including reciprocal data-room access. May 22, 2025: Royal Gold delivered a written non-binding Letter of Interest (LOI) at the 0.0625 exchange ratio, offering a ~30% premium and requesting exclusivity through June 30. May 28: Sandstorms board formed a Special Committee of independent directors to oversee negotiations, manage potential conflicts (notably related to Horizon), and retain independent legal and financial advisors (National Bank, CIBC World Markets, Fasken). Between late May and late June 2025, Sandstorm and Royal Gold engaged in multiple rounds of due diligence and negotiations covering transaction structure, tax considerations, incentive treatment, regulatory approvals, and the cross-conditional Horizon acquisition. Drafts of the Arrangement Agreement and Horizon Arrangement Agreement were exchanged and refined through June and early July, with the exclusivity period extended to July 9. July 26, 2025: The Special Committee and board reviewed final drafts, managements due diligence findings, and fairness analyses from CIBC, National Bank, and BMOall of which concluded the consideration was fair to Sandstorm shareholders. After in-camera deliberations and with the CEO abstaining due to conflicts, the Special Committee and Board unanimously recommended and approved the Arrangement Agreement.On the evening of July 6, 2025, Sandstorm, Royal Gold, and Horizon executed the definitive Arrangement Agreement and related Horizon agreements. The transaction was publicly announced before markets opened on July 7, 2025; announced ISS recommends vote For;
66 2/3 vote target; >50% vote acquiror; Majority of minority vote target; Completion of the Horizon Copper Transaction; Competition Canada (filed July 16 2025, attained July 29 2025); Investment Canada (attained Sept 29 2025); South African antitrust approval (attained Sept 29 2025);
SCS
HNI
Steelcase Inc.
HNI Corporation
04-August-25
31-December-25
Merger
Friendly
Industrial
7.20000
0.21920
16.58000
2200.00000
0.79724
0.18931
-7.24497
0.05000
0.03
0.03
0.00000
16.75931
16.57000
0.24952
0.07342
77
GS / BofA
JPMorgan
Skadden
Davis
Definitive agreement; Steelcase (NYSE: SCS) is a global design and thought leader in the world of work. Our purpose is to help the world work better. Along with more than 30 creative and technology partner brands, we research, design and manufacture furnishings and solutions for many of the places where work happens including offices, homes, and learning and health environment; Upon closing, HNI shareholders will own approximately 64% and Steelcase shareholders will own approximately 36% of the combined company; With recent experience in M&A execution and a disciplined integration approach, HNIs proven ability to successfully combine core capabilities and deliver cost synergies will maximize the new organizations future success. Annual run-rate synergies are expected to total $120 million when fully mature. The company projects the combination will be highly accretive to non-GAAP earnings per share beginning in 2027; The transaction, which is expected to close by the end of calendar year 2025, is subject to approval by HNI and Steelcase shareholders, the receipt of required regulatory clearances, and the satisfaction of other customary closing conditions; In support of the transaction, JPMorgan Chase Bank, N.A. and Wells Fargo Bank, N.A. have executed a commitment letter to provide committed financing to HNI; Outside date May 4, 2026, subject to an automatic extension for up to three periods of three months under certain circumstances; Signed CA March 5, 2025; Valuation: 17.1x EPS (2026E), 8.3x EBITDA (2026E), 5.7x Adj EBITDA after synergies (2026E), 0.67x sales (2026E); Background: Initial Strategic Reviews (Mid-2024): Both Steelcase and HNI boards regularly reviewed strategic options to enhance shareholder value. On August 13, 2024, HNIs board formally discussed potential strategic transactions, including a combination with Steelcase, and directed management to analyze a possible deal. First Proposal (NovemberDecember 2024): October 2024: HNI hired J.P. Morgan as financial advisor. November 25, 2024: HNI delivered a non-binding proposal to acquire Steelcase for $6.90 cash + 0.1843 HNI shares per Steelcase share (implied $17.25 per share, 31% ownership of combined company). December 18, 2024: Steelcases board, advised by Goldman Sachs, BofA Securities, and Skadden, rejected the proposal as inadequate. Second Proposal (February 2025): February 10, 2025: HNI submitted a revised non-binding offer of $7.20 cash + 0.2192 HNI shares (implied $18.00 per share, 35% ownership). Steelcase began limited management meetings and signed a mutual confidentiality/standstill agreement in March 2025 to explore the proposal. Due Diligence and Negotiation Phase (MarchJune 2025): Multiple in-person meetings were held to review business plans, synergies, and financial projections. June 15, 2025: Steelcases board authorized additional due diligence and preliminary merger agreement negotiations to enable HNI to potentially improve its proposal. Third Proposal & Draft Merger Agreement (July 2025): July 2, 2025: HNI reaffirmed the February pricing ($7.20 cash + 0.2192 HNI shares; implied $18.41/share based on then-current HNI price) and proposed two Steelcase directors join HNIs board (Steelcase sought three). Negotiations covered termination fees, antitrust protections, equity award treatment, and Steelcases dual-class share structure. Termination fees evolved between 2.75%3.5% of equity value, with an antitrust-related termination fee ultimately set at 6%. Final Approvals (August 2025): August 3, 2025: Both boards met separately to review final terms. Goldman Sachs and BofA Securities (for Steelcase) and J.P. Morgan (for HNI) each delivered fairness opinions supporting the transaction. Steelcases board (with one director abstaining due to potential conflicts) and HNIs board unanimously approved the merger. Later that evening, Steelcase and HNI executed the Merger Agreement, along with related voting/support and Class B conversion agreements. The deal was publicly announced on August 4, 2025;
>50% vote target; >50% vote acquiror; HSR expiry (filed Aug 29 2025, pulled and refiled HSR Oct 1 2025)
SHCO
Soho House & Co Inc.
MCR
18-August-25
15-November-25
Merger
Friendly
Consumer
9.00000
0.00000
8.86000
2700.00000
0.83299
0.15000
-3.94000
0.73500
0.01
0.04
0.00000
9.00000
8.85000
0.14000
0.20298
31
Citi / MS
Canaccord / LionTree
Sidley / Fried / Morris
Gibson
Definitive agreement; Soho House & Co is a global membership platform of physical and digital spaces that connects a vibrant, diverse and global group of members. These members use Soho House to work, socialize, connect, create and flourish all over the world. We began with the opening of the first Soho House in 1995 and remain the only company to have scaled a private membership network with a global presence. Members around the world engage with Soho House through our global collection, as of June 29, 2025, of 46 Soho Houses, 8 Soho Works, Scorpios Beach Clubs in Mykonos and Bodrum, Soho Home our interiors and lifestyle retail brand and our digital channels; MCR is the 3rd largest hotel owner-operator in the United States. Founded in 2006, the firm, which has offices in New York City, London, Dallas, Chicago, and Richmond, Virginia, has a $5.0 billion portfolio of 150 premium-branded hotels operated under 31 brands. Today, MCR offers more than 25,000 guestrooms in 37 states and 107 cities; MCR Investors to make meaningful new money investment. Apollo to provide financing through a customized hybrid capital solution, with Goldman Sachs Alternatives continuing its financial support; SHCO Executive Chairman Ron Burkle and the Yucaipa Companies LLC (Yucaipa) will roll their controlling equity interests in the Company and retain majority control of the business; Under the terms of the agreements, MCR, the third largest hotel owner-operator in the United States, will become a shareholder of SHCO and Tyler Morse will join the Companys Board of Directors as Vice Chairman; Funds managed by affiliates of Apollo (Apollo Funds) are supporting the transaction through a hybrid capital solution, by providing additional capital in the form of debt and common equity, a portion of proceeds will be used to refinance the Companys existing Senior Secured Notes; Further new equity capital will be provided by a consortium of strategic investors led by prominent technology investor Ashton Kutcher, who will also join the Companys Board of Directors following completion of the transaction; Existing significant shareholders including Richard Caring, Nick Jones and Goldman Sachs Alternatives, will roll the majority of their shares of the common stock of the Company. Goldman Sachs Alternatives is also committing additional capital. Hybrid Capital at Goldman Sachs Alternatives has been invested in Soho House since 2021 and will continue to support the business through this transaction; Upon the unanimous recommendation of the Special Committee, the Board of Directors unanimously approved the proposed transaction; The proposed transaction is expected to close by the end of 2025, subject to regulatory approvals and other closing conditions, including the approval of the transaction by a majority of the votes cast by stockholders other than the new investors, the rollover stockholders, the Companys directors and executive officers and their respective affiliates; Outside date February 15, 2026; Certain entities controlled, managed and/or advised by Apollo Capital Management, L.P., Goldman Sachs Asset Management L.P. and their respective affiliates (the Lenders) have committed to provide certain subsidiaries of the Company with debt financing in an aggregate principal amount of $845 million on the terms and subject to the conditions set forth in debt commitment letters. A portion of the proceeds of such debt financing will be used to repay certain existing notes owned by affiliates of Goldman Sachs Asset Management L.P. and entities controlled, managed or advised by Goldman Sachs Asset Management L.P. or its affiliates in connection with the consummation of the transaction; Valuation: 14.5x EBITDA (2026E), 1.93x sales (2026E); Background: Strategic Alternatives: Since its 2021 IPO, Soho Houses board and Yucaipa (major shareholder chaired by Ron Burkle) regularly evaluated options such as share repurchases, partnerships, or a sale to enhance stockholder value. Party A Emerges: FebMar 2023: Yucaipa sounded out investors about a take-private deal, citing a lagging stock price. Sept 5, 2023: Party A offered $8.25 per share, a ~30% premium, conditioned on a special committee review and majority of the minority vote. Special Committee Formed: An independent committee engaged Morgan Stanley and outside counsel to evaluate offers. Party A raised its bid to $8.55 but later cut to $7.50 after due diligence, leading the committee to terminate talks in May 2024 due to inadequate price and limited investor interest. New Advisor: In early 2024 Yucaipa hired Citigroup to explore strategic alternatives and partial stake sales. Bruce Group Proposal: June 2024: Actor Ashton Kutcher, Dan Rosensweig, and associates (Bruce Group) preliminarily proposed $8.50 per share, later raising to $9.00 by August. SeptDec 2024: Bruce Group and affiliated investors signed NDAs, accessed projections, and conducted diligence. Final 2024 Proposal: Dec 16, 2024: Bruce Group submitted a definitive $9.00 per share offeran 81% premium to the then-trading priceconditioned on a special committee recommendation and majority-of-minority approval. Special Committee Established: On Dec 18, 2024, the board formed a new independent committee with full negotiating authority. Financial Performance: Soho House repeatedly missed EBITDA projections, increasing execution risk and limiting leverage in price negotiations. Investor Outreach & Rollovers: The Bruce Group sought significant rollover commitments from major holders (Yucaipa, Goldman Sachs, Richard Caring, Nick Jones) to reduce cash needs. Outreach to additional investors (MCR, Apollo, ACM, Party I/J/H, etc.) produced interest but no superior bids. As diligence progressed, Bruce Group members dropped out, reducing their equity commitment. Apollo emerged with an $820 million debt-and-equity package, later joined by Goldman Sachs and MCR. MCR ultimately became the largest cash equity investor ($200 million).Soho Ho
>50% vote target; Majority of minority vote; HSR expiry (filed HSR Sept 5 2025, attained Sept 29 2025);
SMLR
ASST
Semler Scientific, Inc.
Strive, Inc.
22-September-25
20-January-26
Merger
Friendly
Crypto
0.00000
21.05000
23.62000
1340.04675
2.10195
-5.48435
-17.65150
0.04
0.00
0.00000
17.95565
23.44000
-5.43899
-0.62971
97
LionTree
Cantor
Goodwin
Davis
Definitive agreement; The combined company announces post-merger intention to explore monetizing or distributing Semler Scientifics historically profitable diagnostics business at a future date, with a new management team and expanded mandate in preventative diagnostics; The combined company would own over 10,900 Bitcoin prior to any additional Bitcoin raised from future financings, in addition to sufficient cash held in reserve to support future perpetual preferred offerings; The transaction has been unanimously approved by the boards of directors of Strive and Semler Scientific. Closing of the transaction is subject to the satisfaction of customary closing conditions; Outside date March 22, 2026; Signed CA September 19, 2025;
>50% vote target; HSR expiry;
SNV
PNFP
Synovus Financial Corp.
Pinnacle Financial Partners
24-July-25
15-February-26
Merger
Friendly
Industrial
0.00000
0.52370
45.18000
8600.00000
-0.03828
0.37057
0.05
0.00
0.00000
45.48057
45.11000
0.86156
0.05775
123
MS / Keefe
Centerview / Piper
Wachtell
Sullivan / Bass
Definitive agreement; Synovus Financial Corp. is a financial services company based in Columbus, Georgia, with approximately $61 billion in assets. Synovus provides commercial and consumer banking and a full suite of specialized products and services, including wealth services, treasury management, mortgage services, premium finance, asset-based lending, structured lending, capital markets and international banking. As of June 30, 2025, Synovus has 244 branches in Georgia, Alabama, Florida, South Carolina and Tennessee; This transaction creates the highest-performing regional bank focused on the fastest-growth markets in the Southeast; The combined company, which will operate under the Pinnacle Financial Partners and Pinnacle Bank name and brand, will be led by a highly experienced team with a shared growth mindset; Under the terms of the agreement, which has been unanimously approved by the Boards of Directors of both companies, the shares of Synovus and Pinnacle shareholders will be converted into shares of a new Pinnacle parent company based on a fixed exchange ratio of 0.5237 Synovus shares per Pinnacle share. This exchange ratio represents a Synovus per share value of $61.18, a transaction value of $8.6 billion and an approximate 10% premium to Synovus on an unaffected basis; Following the close of the transaction, Synovus shareholders will own approximately 48.5% and Pinnacle shareholders will own approximately 51.5% of the combined company; The transaction is expected to be approximately 21% accretive to Pinnacles estimated operating EPS in 2027 with a rapid tangible book value per share earnback period of 2.6 years; The transaction is expected to close in the first quarter of 2026, subject to the receipt of required regulatory approvals, approval by Pinnacle and Synovus shareholders and the satisfaction of other customary closing conditions; $250 million of runrate net expense savings, or 10% of combined noninterest expense; Valuation: 9.7x EPS (2026E), 1.52x BV, 1.68x TBV; Outside date July 24, 2026 (automatically extended to October 24, 2026);
>50% vote target; >50% vote acquiror; Fed; FDIC; Commissioner of the Tennessee Department of Financial Institutions and the Georgia Department of Banking and Finance;
SOL
Emeren Group Ltd
Shurya Vitra Ltd.
19-June-25
16-December-25
Merger
Friendly
Infrastructure
2.00000
0.00000
1.83000
153.52200
0.12360
0.18000
-0.04000
0.36670
0.03
0.82
0.00000
2.00000
1.82000
0.17000
0.69165
62
Kroll
Morrison / Harney
DLA
Definitive Agreement and Plan of Merger; Emeren Group Ltd is a leading global solar project developer, owner, and operator; In connection with the Merger Agreement, Himanshu H. Shah has entered into an equity commitment letter with the Parent, pursuant to which the Mr. Shah committed to invest in the Parent at or immediately prior to the Effective Time an equity contribution solely for the purpose of funding, to the extent necessary to fund, such portion of the Merger consideration and such other amounts required to be paid by Parent pursuant to and in accordance with the Merger Agreement, together with related fees and expenses; The Companys board of directors (the "Board"), acting upon the unanimous recommendation of a committee of independent directors established by the Board (the "Special Committee"), approved the Merger Agreement and the Merger and resolved to recommend that the Companys shareholders vote to authorize and approve the Merger Agreement and the Merger; The Merger, which is currently expected to close during the third quarter of 2025, is subject to customary closing conditions including approval by the Companys shareholders of the Merger Agreement and the transactions contemplated by the Merger Agreement; Outside date December 31, 2025;
>50% vote target;
SPNS
Sapiens International Corporation N.V.
Advent
13-August-25
11-December-25
Merger
Friendly
Tech
43.50000
0.00000
43.04000
2500.00000
0.64027
0.47000
-16.51000
0.45510
0.02
0.03
0.00000
43.50000
43.03000
0.46000
0.07046
57
William
Citi
Latham
Kirkland / Herzog
Definitive agreement; Sapiens International Corporation N.V. is a global leader in intelligent SaaS-based software solutions to the insurance industry; Existing Sapiens shareholder Formula Systems (1985) Ltd. ("Formula") will retain a minority stake in the Company; Following a deliberate process, the Board of Directors approved this transaction; Advent has arranged committed debt and equity financing commitments for the purpose of financing the transaction, providing a high level of closing certainty. Funds advised by Advent have committed an aggregate equity contribution of $1.3 billion on the terms and subject to the conditions set forth in the signed equity commitment letters; The transaction is expected to close in Q4 2025 or Q1 2026, subject to the satisfaction of customary closing conditions, including approval by Sapiens shareholders and receipt of regulatory approvals; Sapiens Board of Directors, acting upon the recommendation of a special committee of the Board of Directors, has unanimously approved the Agreement and the transaction and resolved to recommend approval of the Agreement and the transaction by Sapiens shareholders; Outside date February 8, 2026, subject to an extension by either the Company or Parent to 5:00 p.m., Eastern Time, on April 9, 2026 in order to obtain required regulatory approvals; As of the date of the Support Agreement, the Rollover Shareholder is the record and beneficial owner of 24,314,766 Common Shares; Valuation: 28.5x EPS (2026E), 22.8x EBITDA (2026E), 4.1x sales (2026E); Blackstone Inc. and Goldman Sachs Group Inc.s asset management arm are leading a nearly $1 billion private debt deal to help fund Advent Internationals acquisition of Israeli software provider Sapiens International Corp; Signed NDA June 3, 2025; Bacground: Strategic Review and Sale Exploration (20232024): The Companys board regularly evaluated strategic options, including a potential sale, to enhance shareholder value. In May 2023, the board engaged William Blair to explore a sale process (2023 Process), contacting 21 financial sponsors and seven strategic parties. By October 2023, no bids were received. The process was suspended after the October 7, 2023 Hamas attacks in Israel. In January 2024, a joint $30/share take-private offer from Party A and Party B was withdrawn at the Companys request due to the conflict. The process was relaunched in February 2024 (2024 Process), but again no full-company bids materialized by March 2024. Re-Engagement and Renewed Interest (Late 2024Early 2025): Party D re-engaged in November 2024, signing a confidentiality agreement in December. Advent contacted the Company in January 2025, initiating discussions without a price. Party F also expressed interest and entered a confidentiality agreement in January 2025, but never made an offer. From January to April 2025, Advent and Party D conducted diligence; Party D ultimately withdrew in April. Advent Negotiations and Special Committee Formation (MayAugust 2025): May 11, 2025: Advent offered $42.00 per share (50% premium). May 15: Raised to $43.00 per share, requested exclusivity and no go-shop. May 19: Counteroffer of $43.50 led to Advents May 20 revised proposal at $43.50 with a 25% rollover by the Companys controlling shareholder. Exclusivity and Due Diligence: JuneAugust 2025: The Company entered successive exclusivity extensions with Advent while negotiating key terms. Issues included regulatory efforts standards, termination fees, treatment of equity awards, employee bonuses, and the rollover shareholders equity participation. Advent ultimately agreed to a hell or high water regulatory commitment, a 7% reverse termination fee for breaches, partial acceleration of equity awards, and payment of 2025 bonuses. The rollover shareholder agreed to exchange a portion of its shares for an ~18.6% stake in the post-merger entity. Finalization and Approval: Houlihan Lokey delivered a fairness opinion on August 12, 2025, confirming the $43.50 per share consideration was fair to unaffiliated shareholders. The Special Committee unanimously recommended, and the full board unanimously approved, the merger agreement. Later that evening (August 12, 2025), the Company and Advent executed the Merger Agreement. The transaction was announced publicly on August 13, 2025;
66 2/3 vote target; HSR expiry;
SPR
BA
Spirit AeroSystems
The Boeing Company
01-July-24
15-November-25
Merger
Friendly
Industrial
0.00000
0.18000
38.23000
8300.00000
0.30245
-0.05200
-8.89660
0.02
0.00
0.00000
38.08800
38.14000
0.04772
0.01483
31
MS / Moelis
PJT / GS
Skadden
Sullivan
Definitive merger agreement; Spirit AeroSystems is one of the worlds largest manufacturers of aerostructures for commercial airplanes, defense platforms, and business/regional jets. With expertise in aluminum and advanced composite manufacturing solutions, the companys core products include fuselages, integrated wings and wing components, pylons, and nacelles; Spirit also announced today that it entered into a binding term sheet with Airbus SE [EUR: AIR.PA] ("Airbus"). Under the term sheet, the parties will continue to negotiate in good faith to enter into definitive agreements for Airbus to acquire certain Spirit assets that serve Airbus programs, concurrently with the closing of Spirits acquisition by Boeing; Under the terms of the definitive merger agreement with Boeing, Spirit shareholders will receive for each of their shares of Spirit common stock a number of shares of Boeing common stock equal to an exchange ratio calculated as $37.25 divided by the volume weighted average share price (VWAP) of Boeing common stock over the 15-trading-day period ending on the second trading day prior to the closing (the "Closing Price"), subject to a floor of $149.00 per share of Boeing common stock and a ceiling of $206.94 per share of Boeing common stock. Spirit shareholders will receive 0.25 shares of Boeing common stock for each of their shares of Spirit common stock if the Closing Price is at or below $149.00, and 0.18 shares of Boeing common stock for each of their shares of Spirit common stock if the Closing Price is at or above $206.94; The definitive merger agreement with Boeing and the term sheet with Airbus were unanimously approved by the Spirit Board of Directors; The closing under the definitive merger agreement with Boeing is subject to the completion of the divestiture of the Airbus businesses by Spirit and is subject to other closing conditions, including approval of the definitive merger agreement by Spirit shareholders and receipt of regulatory approvals; The closings of these transactions are expected to occur in mid-2025; In addition, Spirit plans to pursue the divestiture of certain operations. These include Spirits business and operations in (1) Subang, Malaysia, (2) Prestwick, Scotland that support Airbus programs, and (3) Belfast, Northern Ireland other than those that support Airbus programs; Outside date March 31, 2025, subject to three automatic three-month extensions if on each such date all of the closing conditions except those relating to regulatory approvals or the Airbus Transaction Condition have been satisfied or waived; Under the transaction terms set forth in the Airbus Term Sheet, Airbus would acquire from the Operating Company and its subsidiaries the Spirit Airbus Business, excluding any portions thereof to be acquired by third parties, and cash in the amount of $559 million (subject to downward adjustment if the acquisition by Airbus includes the Airbus Prestwick Business) for nominal consideration of $1.00, subject to working capital and other purchase price adjustments and additional adjustments, to be agreed between the parties prior to execution and delivery of the Definitive Agreements, to reflect the fair market value of specified assets of the Spirit Airbus Business to the extent they are to be acquired by Airbus rather than third parties; Valuation: 25.1x EPS (2025E), 10.1x EBITDA (2025E), 1.01x sales (2025); Apr 27 2025 entered into a definitive agreement with Airbus SE to transfer ownership of certain assets and sites involved in the production of Airbus aerostructures to Airbus, closing Q3 2025;
>50% vote target; HSR expiry (filed July 29 2024, received second request from the FTC on Aug 28 2024)); Completion of the divestiture of the Airbus businesses; UK CMA (launched phase 1 inquiry June 30 2025); EC (attained Oct 13 2025); Competition Canada; Morocco; Saudi Arabia; Ukraine; France FDI; UK FDI (attained Dec 5 2024); UK CMA (attained Aug 8 2025);
SRDX
Surmodics, Inc.
GTCR
29-May-24
31-October-25
Merger
Friendly
Healthcare
43.00000
0.00000
27.79000
611.09998
0.22507
15.40000
0.03
0.00
0.00000
43.00000
27.60000
15.39000
24571.90039
16
Jefferies
GS
Faegre
Kirkland / Cleary
Definitive agreement; Surmodics, Inc. is a leading provider of performance coating technologies for intravascular medical devices and chemical and biological components for in vitro diagnostic immunoassay tests and microarrays. Surmodics also develops and commercializes highly differentiated vascular intervention medical devices that are designed to address unmet clinical needs and engineered to the most demanding requirements; Founded in 1980, GTCR is a leading private equity firm that pioneered The Leaders StrategyTM finding and partnering with management leaders in core domains to identify, acquire and build market-leading companies through organic growth and strategic acquisitions. GTCR is focused on investing in transformative growth in companies in the Business & Consumer Services, Financial Services & Technology, Healthcare and Technology, Media & Telecommunications sectors. Since its inception, GTCR has invested more than $25 billion in over 280 companies, and the firm currently manages $40 billion in equity capital; Surmodics Board of Directors has unanimously approved the transaction and resolved to recommend that stockholders vote in favor of the transaction; The transaction is expected to close in the second half of calendar year 2024, subject to customary closing conditions, including approval by Surmodics shareholders and required regulatory approval; It will be financed through a combination of committed equity from funds affiliated with GTCR and committed debt financing; Outside date February 28, 2025 (which date may be extended one or more times, for up to nine additional months in total (to Nov 28 2025), under specified circumstances); Parent has advised that it intends to finance the Merger and related expenses with a combination of (i) equity financing to be provided by funds affiliated with GTCR LLC (the GTCR Funds), which has agreed to capitalize Parent with $287,300,000, subject to the terms and conditions set forth in an equity commitment letter entered into by the GTCR Funds and Parent; and (ii) debt financing to be provided pursuant to a debt commitment letter among GTCR BC Purchaser, Inc., an affiliate of Parent, and Oak Hill Advisors, L.P., Bank of Montreal, BMO Capital Markets Corp., Antares Capital LP, Brinley Partners, LP and Northwestern Mutual Investment Management Company, LLC (collectively, the Commitment Parties) pursuant to which the Commitment Parties have agreed to provide Parent and its affiliates at the Closing with $450,000,000 of borrowings under committed borrowing facilities to finance the Merger and refinance certain existing indebtedness, including existing indebtedness of affiliates of the Parent, subject to the terms and conditions set forth in such debt commitment letter; Valuation: 53.5x EBITDA (2025E), 4.44x sales (2025E); Signed CA February 2, 2024; Divestiture cap $5 million revenue; Aug 13 2024 received second request from FTC; Mar 6 2025 FTC sued to block deal; Industry participants estimated that Surmodics has a roughly 75% market share in medical device coatings, while GTCR portfolio company Biocoat has between about 8% and 10%.;
>50% vote target (attained); HSR expiry (Aug 13 2024 received second request from FTC, Mar 6 2025 FTC sued to block deal);
SSTK
GETY
Shutterstock
Getty Images Holdings, Inc.
07-January-25
31-December-25
Merger
Friendly
Consumer
9.50000
9.17000
25.01000
1325.28418
0.10040
4.65550
0.31000
0.02
0.00
0.00000
29.54550
24.89000
2.47062
0.56614
77
Allen
Berenson / JPMorgan
White
Skadden
Definitive merger agreement; Merger of equals; Shutterstock, Inc. is a premier partner for transformative brands, digital media and marketing companies, empowering the world to create with confidence. Fueled by millions of creators around the world and a fearless approach to product innovation, Shutterstock is the leading global platform for licensing from the most extensive and diverse collection of high-quality 3D models, videos, music, photographs, vectors and illustrations; Merged company will be well-positioned to meet the evolving needs of creative, media, and advertising industries through combined investment in content creation, event coverage, and product and technology innovation; Expected annual cost synergies between $150 million and $200 million by year three; Expected to be accretive to earnings and cash flow beginning in year two; Under the terms of the agreement, which was unanimously approved by the Boards of Directors of both companies, Shutterstock stockholders at close can elect to receive one of the following: $28.84870 per share in cash for each share of Shutterstock common stock they own, 13.67237 shares of Getty Images common stock for each share of Shutterstock common stock they own, or a mixed consideration of 9.17 shares of Getty Images common stock plus $9.50 in cash for each share of Shutterstock common stock they own. Shutterstock shareholder elections at close are subject to proration to ensure that the aggregate consideration payable by Getty Images consist of $9.50 in cash per Shutterstock share as of immediately before close and 9.17 shares of Getty Images stock per Shutterstock share as immediately before close; At close, Getty Images stockholders will own approximately 54.7% and Shutterstock stockholders will own approximately 45.3% of the combined company on a fully diluted basis. Shutterstock will, at the discretion of its Board of Directors, continue to declare and pay quarterly cash dividends, in accordance with its dividend policy, pending the close of the transaction; The transaction is subject to the satisfaction of customary closing conditions, including receipt of required regulatory approvals, the approval of Getty Images and Shutterstock stockholders and the extension or refinancing of Getty Images existing debt obligations; Valuation: 7.1x EPS (2026E), 4.4x EBITDA (2026E), 2.8x Adj EBITDA after synergies (2026E), 1.28x sales (2026E); Following execution of the Merger Agreement, on January 7, 2025, Getty Images delivered to Shutterstock a written consent (the Getty Images Stockholder Written Consent) executed by Getty Investments L.L.C., Mark Getty, the October 1993 Trust, The Options Settlement and Koch Icon Investments, LLC, collectively holding approximately 66% of the outstanding shares of Class A Common Stock, par value $0.0001 per share (Getty Images Common Stock) and thereby constituting a majority of the outstanding shares of Getty Images Common Stock, approving the issuance (the Getty Image Stock Issuance) of the Getty Images Common Stock in connection with the Transactions by the Getty Images stockholders (the Getty Images Stockholder Approval). No further approval of the Getty Images stockholders is required to approve the Getty Images Stock Issuance; Outside date January 6, 2026, subject to successive automatic extensions until as late as October 6, 2026; Mr. Oringer has committed to vote his shares of Shutterstock Common Stock (representing approximately 31% of the total voting power of the issued and outstanding Shutterstock Common Stock) in favor of, among other things, the adoption of the Merger Agreement and the approval of the Transactions and the other transactions contemplated thereby at any meeting of the Shutterstock stockholders called to vote upon the Transactions, and against any action or proposal in favor of any Shutterstock takeover proposal and certain other matters. In addition, Mr. Oringer has agreed to (a) certain restrictions on transfers of his shares of Shutterstock Common Stock and associated voting rights, (b) waive any appraisal rights to which he may be entitled pursuant to applicable law in connection with the Transactions and (c) cooperate with Getty Images in connection with seeking regulatory approvals required in connection with the Transactions. The Voting Agreement will terminate upon the earlier of (i) the termination of the Merger Agreement in accordance with its terms, (ii) the closing, or (iii) any amendment to the Merger Agreement that adversely affects the consideration payable to Mr. Oringer; The merger is expected to close in 12-18 months; Background: Initial contact was made in early 2024, when Gettys chairman Mark Getty informally discussed merger interest with Shutterstock via their advisor, Allen & Company. After early-stage discussions paused, interest reignited in August 2024 when Shutterstock asked Allen & Company to reconnect with Getty. This led to both parties signing a mutual nondisclosure agreement in October 2024 and beginning due diligence. Between October and December 2024, Getty and Shutterstock held extensive meetings and exchanged financial and strategic data. Each company worked closely with its respective financial advisorsBerenson for Getty and Allen & Company for Shutterstockto shape transaction terms. Discussions involved forecasts, financial modeling, and the development of multiple term sheets. By November 2024, Getty proposed a merger with a 55/45 economic split in favor of Getty and a $5.00 per share cash payment to Shutterstock shareholders. Shutterstock countered with a 50/50 split and a $7.50 cash component. The companies continued negotiating, moving toward middle ground: a 54.5/45.5 split and $6.25 per share in cash. Negotiations extended into January 2025, with financing, regulatory approval, and equity award treatment as key open issues. Final terms included a 9.17-to-1 share exchange ratio, $6.25 in cash per Shutterstock share, and a board composition
>50% vote target; >50% vote acquiror (attained Jan 7 2025); HSR expiry (filed Jan 28 2025, pulled and refiled Mar 3 2025, Apr 2 2025 received second request from the DOJ); Extension or refinancing of Getty Images existing debt obligations; UK CMA (phase 1 inquiry launched Aug 22 2025);
STAA
ALC
STAAR Surgical Company
Alcon
05-August-25
05-May-26
Merger
Friendly
Healthcare
28.00000
0.00000
24.56000
1313.91699
0.51433
3.50000
-6.01000
0.01
0.37
0.00000
28.00000
24.50000
3.49000
0.27115
203
Citi
MS
Wachtell
Gibson
Definitive merger agreement; STAAR Surgical is a leader in refractive surgery using Implantable Collamer Lenses, offering solutions for moderate to high myopes; Acquisition of STAAR is complementary to Alcons laser vision correction business and is expected to be accretive in year two; The transaction is not subject to a financing condition. Alcon intends to finance the transaction through the issuance of short- and long-term credit facilities; The transaction is anticipated to close in approximately six to 12 months, subject to customary closing conditions, including regulatory approval and approval by STAARs shareholders. The transaction is expected to be accretive to earnings in year two; The Boards of Directors of Alcon and STAAR have each unanimously approved the transaction; Outside date August 4, 2026, subject to a three-month extension in certain circumstances in the event that the Requisite Regulatory Approvals have not been obtained; Signed CA October 4, 2024; Signed Clean Team Agreemen November 15, 2024; Valuation: 73.0x EBITDA (2026E), 4.1x sales (2026E); Background: Ongoing strategic reviews: STAARs board regularly evaluated standalone plans, capital allocation, partnerships/M&A (including a potential sale), and engaged with shareholders on strategy. Early outreach (Apr 2024): Alcon CEO David Endicott told then-CEO/Chair Tom Frinzi he was interested in a combination. Apr 19, 2024: Alcon sent a non-binding $58.00 cash offer (vs. STAAR at $46.39). STAAR declined, prioritizing its standalone plan. Apr 2630, 2024: Alcon reiterated interest; STAARs board, advised on fiduciary duties, again chose to remain standalone (but sought an independent advisor view for later). Mid-2024 context: STAAR executed its plan - performance in China (largest market) weakened amid economic slowdown, and the stock fell from June levels. July media rumors of Alcon interest lifted shares briefly - no third-party approaches followed. Re-engagement (Oct 2024): Parties signed a mutual NDA (no standstill). Oct 11, 2024: Alcon floated $55 cash + up to $7 CVR (lower headline than April). STAAR at $31.61 that day. Late-2024 diligence & draft terms: Alcon conducted business/legal diligence (OctDec). Initial draft agreement terms favored Alcon (limited regulatory commitments, higher STAAR termination fees). STAAR countered to add regulatory efforts, regulatory reverse fee, and window-/go-shop features, and no fee if shareholders vote no. Jan 3, 2025: Alcon withdrew citing China macro, ICL demand, distributor inventory, and growth concerns. STAAR pivoted to standalone: leadership changes. FebMay 2025 results: Significant revenue/margin pressure (notably China), guidance withdrawn. Jun 26: Endicott signaled willingness to buy all shares. Noted typical 2530% premiums. STAAR at $16.83 - board sought 50%+ premium. Jul 9: Alcon offered $27.00 cash (~58% premium to $17.14). Jul 12: Alcon raised to $28.00 cash, subject to diligence. Board assessed alternative-buyer odds as low on Alcons timeline. Large holder dynamic: Stockholder A (~later disclosed at 27.3%) repeatedly indicated likely opposition to a sale and might act to block it. Competing interest (late JulAug 2025): Two parties (Party A PE platform with China link, Party B healthcare investor) expressed vague interest without terms. Final diligence & negotiation (Jul 21Aug 4, 2025). Key terms converged on: Alcon regulatory efforts with reverse fee, window-/go-shop with 1% reduced fee if superior deal emerges during the window, 2.75% fee otherwise, and no fee if STAAR shareholders dont approve. Aug 4, 2025: Citi delivered a fairness opinion on $28.00 cash per share, board unanimously approved and signed the Merger Agreement. Aug 5: Deal announced pre-market via 8-K and joint press release; Sept 2 2025 Broadwood Partners (27.3% shareholder) announced intention to vote Against merger;Sept 22 2025 STAA / ALC window shop period expired, Yunqi Capital (5.1% holder) announced intention to vote Against;
>50% vote target; HSR expiry (filed Aug 29 2025); China SAMR; Japan;
TECK
NGLOY
Teck Resources Limited
Anglo American plc
09-September-25
31-December-26
Merger
Friendly
Mining
0.00000
2.66020
43.40000
16139.44434
0.01339
6.73327
0.79800
0.02
0.00
-2.09500
50.10327
43.37000
8.76858
0.16423
442
BMO / Ardea / Scotia
Wachtell / Stikeman / Freshfields / Felesky
Arrangement Agreement; Teck is a leading Canadian resource company focused on responsibly providing metals essential to economic development and the energy transition. Teck has a portfolio of world-class copper and zinc operations across North and South America and an industry-leading copper growth pipeline; At market merger of equals; US$800 million in pre-tax recurring annual synergies from combining both companies; Headquartered in Canada and committed to the heritage of both companies and their significant business leadership roles in Canada, South Africa and the UK; Special dividend to Anglo American shareholders of US$4.5 billion c.US$4.19 per share ahead of completion; Anglo American shareholders to own c.62.4% and Teck shareholders to own c.37.6% of Anglo Teck plc immediately post completion; Merger subject to customary closing and regulatory conditions, expected to complete within 12-18 months; Boards of Anglo American and Teck unanimously support and recommend the Merger; At or prior to completion, Anglo American and Teck will each nominate for appointment 50% of the non-executive directors of the Anglo Teck board, with Sheila Murray to serve as Chair of Anglo Teck upon completion. Upon completion, the executive directors of Anglo Teck plc will be Duncan Wanblad as CEO, Jonathan Price as Deputy CEO, and John Heasley as CFO. The CEO, Deputy CEO, and CFO and a significant majority of the senior executive team will be based in and reside in Canada, with the senior executive team including meaningful representation from South Africa and the UK; Prior to completion, Anglo American will seek shareholder approval to change its legal name to Anglo Teck plc from completion of the Merger and, from and after completion of the Merger, Anglo Teck will conduct its business under the Anglo Teck trade name; The global headquarters of Anglo Teck will be located in Canada; Anglo Teck will invest at least approximately CAD$4.5 billion over five years in Canada, including in respect of the Highland Valley Copper Mine Life Extension, improving critical minerals processing capacity at Trail, advancing potential major new copper mines in Northwestern British Columbia, supporting critical minerals exploration, innovation, skills training, research and jobs growth in Canada; Anglo Teck will also explore opportunities to add copper processing capacity at Trail and support the establishment of new critical minerals processing facilities in Canada; A substantial proportion of Anglo Tecks board of directors will be Canadian; Anglo American and Teck have entered into an agreement (the Arrangement Agreement) to effect the Merger by way of a plan of arrangement of Teck under the Canada Business Corporations Act. Subject to satisfaction of certain conditions, the Anglo American Board also intends to declare the Anglo American special dividend of US$4.5 billion (expected to be approximately US$4.19 per ordinary share) to be paid by Anglo American to its shareholders on the Anglo American register of members ahead of completion of the Merger. At completion of the Merger, each class A common share and class B subordinate voting share of Teck will be exchanged for 1.3301 ordinary shares of Anglo American. The plan of arrangement will require the approval of at least 662/3% of the votes cast in person or by proxy by class A common and class B subordinate voting shareholders of Teck, voting as separate classes, at a special meeting of shareholders. The plan of arrangement will also require customary court approval in Canada; The Merger is also subject to completion conditions customary for a transaction of this nature, including approval under the Investment Canada Act and competition and regulatory approvals in various jurisdictions globally; The Arrangement Agreement includes customary deal protections, including provisions that allow Anglo American and Teck to consider unsolicited acquisition proposals and for either board to terminate the transaction to accept a superior proposal (subject to a right to match) or to change its recommendation that shareholders vote to approve the Merger in those circumstances. A break fee in the amount of US$330 million will be payable by Anglo American or Teck in certain circumstances; In connection with the Merger, Temagami Mining Company Limited (Temagami), SMM Resources Incorporated (SMM), Dr. Norman B. Keevil and certain of the directors and executive officers of Teck and Anglo American, in respect of approximately 79.8% of the outstanding Teck class A common shares, 0.02% of the outstanding Teck class B subordinate voting shares, and 0.1% of the Anglo American shares, as applicable, have entered into customary voting agreements agreeing to vote those Teck or Anglo American shares, respectively, in favour of the Merger and against any competing acquisition proposals, which agreements prohibit voting for, supporting or participating in a competing transaction unless the applicable board has changed its recommendation that the shareholders vote to approve the Merger or the Arrangement Agreement is otherwise terminated; Valuation: 20.4x EPS (2026E), 4.7x EBITDA (2026E), 2.0x sales (2026E);
66 2/3 vote target; >50% vote acquiror; HSR expiry; Competition Canada; Investment Canada;
TGNA
NXST
TEGNA Inc.
Nexstar Media Group, Inc.
19-August-25
15-November-26
Merger
Friendly
Media
22.00000
0.00000
19.77000
6200.00000
0.43697
2.74000
-4.10205
0.02
0.40
0.00000
22.50000
19.76000
2.73000
0.12669
396
Allen
BofA / JPMorgan / GS
Wachtell / Covington
Kirkland / Wiley / Morrison
Definitive agreement; TEGNA Inc. helps people thrive in their local communities by providing the trusted local news and services that matter most. With 64 television stations in 51 U.S. markets, TEGNA reaches more than 100 million people monthly across the web, mobile apps, connected TVs, and linear television; Nexstar Media Group, Inc. is a leading diversified media company that produces and distributes engaging local and national news, sports and entertainment content across its television and digital platforms, including more than 316,000 hours of programming produced annually by its business units. Nexstar owns Americas largest local television broadcasting group comprised of top network affiliates, with more than 200 owned or partner stations in 116 U.S. markets reaching 220 million people; The new company will be better able to serve communities by ensuring the long-term vitality of local news and programming from trusted local sources and preserving the diversity of local voice and opinion. Nexstar will also be able to provide advertisers with an even greater variety of competitive local and national broadcast and digital advertising solutions to serve brands and consumers more effectively; Transaction has been unanimously approved by TEGNAs Board of Directors; Committed financing in place from BofA Securities, J.P. Morgan Chase N.A., and Goldman Sachs & Co. LLC to finance the transaction; Increases operational and geographic diversity and scale. Upon closing, Nexstar, together with its partners, will have 265 full-power television stations in 44 states and the District of Columbia and 132 of the countrys 210 television DMAs. The combined company will have stations in 9 of the top 10 DMAs, 41 of the top 50 DMAs, 62 of the top 75 DMAs and 82 of the top 100 DMAs, covering, in total, 80% of U.S. television households; Enhances presence in local DMAs. Nexstars station footprint overlaps with TEGNA in 35 of TEGNAs 51 DMAs, providing improved synergy potential in these markets; Extends footprint to additional contested election DMAs. The addition of strong Big-4 affiliates in key contested election DMAs, such as Phoenix, AZ, Atlanta, GA, Toledo, OH, and Portland, ME, will enhance the political advertising outlook for Nexstar in even-numbered years; Based on our estimates for 2025, Nexstar expects to generate annual net synergies of approximately $300 million from a combination of revenue synergies and net operating expense reductions; After giving effect to the transaction, the incurrence of transaction-related debt, transaction expenses, and expected synergies, Nexstar expects its net leverage ratio to be approximately 4x at closing with de-leveraging to current leverage levels in 2028. As of June 30, 2025, Nexstars total net leverage ratio was 3.19x; The transaction is subject to customary closing conditions, including TEGNA shareholder and regulatory approvals; The transaction is expected to close by the second half of 2026; Outside date August 18, 2026, subject to one three-month extension; Valuation: 7.0x EPS (2026E), 7.0x EBITDA (2026E), 2.05x sales (2026E); Background: After terminating a 2022 agreement to sell to Standard General (due to regulatory delays), TEGNA continued exploring industry consolidation opportunities following the 2024 U.S. presidential election, amid expectations that the Trump administration would ease regulations for broadcasters. JanApr 2025: TEGNA CEO Mike Steib and Nexstar CEO Perry Sook met to discuss industry trends but not a deal. April 23, 2025: Sook first expressed Nexstars interest in a potential combination, without financial terms. April 25, 2025: Sook reiterated interest and mentioned a change-of-control premium. Steib outlined the boards focus on value, regulatory certainty, and operational flexibility. April 29, 2025: TEGNAs board reviewed Nexstars outreach with Allen & Company and Wachtell Lipton. They agreed to consider a formal proposal but continued exploring other strategic opportunities. May 13, 2025: Nexstar made a non-binding offer of $20.00 per share (80% cash, 20% stock). May 20, 2025: The board deemed the price inadequate and stressed the need for regulatory assurances and flexibility. May 2230, 2025: Discussions explored alternatives: $20.00 cash/stock mix (original offer), $21.50 all-cash, an all-stock merger (no premium). May 30, 2025: Nexstar raised its bid to $22.00 per share, all cash, with commitments to focus solely on this deal and regulatory approval. May 31, 2025: The board viewed the $22.00 all-cash proposal as superior to other strategic options and authorized management to negotiate while continuing to evaluate alternatives. June 27, 2025: TEGNA and Nexstar signed confidentiality and clean team agreements. Negotiations through JulyAugust 2025 addressed regulatory obligations, operating covenants, termination fees, and employee retention. August 614, 2025: Party A, an industry peer, expressed interest and submitted a complex all-stock merger proposal requiring a spin-off and offering uncertain value and higher execution risk. The board determined Nexstars $22.00 all-cash bid provided superior, more certain value. August 18, 2025: TEGNAs board unanimously approved the Nexstar merger agreement and recommended shareholder approval. August 19, 2025: TEGNA and Nexstar announced the merger publicly;
>50% vote target; HSR expiry (filed Sept 30 2025); FCC (filed Sept 30 2025);
TIXT
TU
TELUS Digital Experience
TELUS Corporation
12-June-25
31-October-25
Plan
Friendly / Hostile
Telecom
4.50000
0.00000
4.50000
3190.93896
0.52027
0.01000
-1.53000
0.86900
0.00
0.01
0.00000
4.50000
4.49000
0.00000
0.00000
16
BMO / BofA
Barclays
McCarthy / Osler / Paul
Stikeman / Allen
Definitive arrangement agreement on Sept 2 2025 after bumped consideration by 32.4% to $4.50 from $3.40; Unsolicited non-binding proposal on June 12 2025 from TELUS Corporation (TSX: T, NYSE: TU) to acquire 100% of the outstanding multiple voting shares and subordinate voting shares of TELUS Digital not already owned by TELUS Corporation for a purchase price of US$3.40 per share; TELUS Digital (NYSE & TSX: TIXT) crafts unique and enduring experiences for customers and employees, and creates future-focused digital transformations that deliver value for our clients; The proposal is subject to several conditions, including satisfactory completion of due diligence, negotiation of a mutually acceptable acquisition agreement, securing support from key shareholders of TELUS Digital and final approval of the TELUS Corporation board of directors. Completion of the transaction contemplated by the Proposal is subject to compliance with applicable Canadian and U.S. securities laws, including receipt of a formal valuation, unless an exemption is available, and shareholder approval; TELUS Digitals board of directors intends to form a special committee comprised of independent directors to carefully review, evaluate and consider the Proposal; TELUS currently beneficially owns an aggregate of 152,004,019 multiple voting shares and 6,874,822 subordinate voting shares, representing approximately 92.5% of the outstanding multiple voting shares, 6.1% of the outstanding subordinate voting shares, representing 57.4% of all outstanding shares, and 86.9% of the combined voting power of all outstanding shares; Valuation: 9.7x EPS (2026E), 7.4x EBITDA (2026E), 1.14x sales (2026E); The transaction has received the unanimous recommendation of a special committee of independent members of the board of directors of TELUS Digital (the Special Committee) and the unanimous approval of TELUS Digitals Board of Directors ; The purchase price of US$4.50 per share will be payable by TELUS, at shareholders election, in (i) US$4.50 in cash, (ii) 0.273 of a TELUS common share, or (iii) a combination of US$2.25 in cash and 0.136 of a TELUS common share. Shareholders electing alternative (ii) or (iii) will be subject to proration such that the aggregate consideration will include no more than 25% in TELUS common shares; The transaction is supported by Riel B.V. (indirectly and wholly-owned by BPEA Private Equity Fund VI, L.P.1., BPEA Private Equity Fund VI, L.P.2 and certain of its affiliates) (EQT), TELUS Digitals largest minority shareholder holding approximately 31.0% of the outstanding subordinate voting shares and 7.5% of the multiple voting shares, or approximately 9.1% of the outstanding voting rights of TELUS Digital. EQT has agreed to convert its multiple voting shares into subordinate voting shares prior to the record date for the Special Meeting (discussed below) and will hold approximately 37.7% of the then outstanding subordinate voting shares. All of TELUS Digitals directors and officers, holding or having control or direction over approximately 3.2% of the outstanding subordinate voting shares, have also agreed to support the transaction; BMO fair market value range US$3.60 to US$4.70 per share; The transaction is to be effected by way of a court-approved plan of arrangement under the Business Corporations Act (British Columbia). TELUS will utilize existing liquidity sources on-hand to support the transaction; Completion of the transaction is not subject to any due diligence or financing conditions; Outside date January 2, 2026 (and subject to extension if any required foreign direct investment regulatory approval is not obtained); No break fees are payable under the Arrangement Agreement; If approved at the Special Meeting, subject to court approval, receipt of regulatory approval required under applicable foreign direct investment laws and other customary closing conditions, the transaction is expected to close in the fourth quarter of 2025; Background: On June 11, 2025, TELUS submitted a non-binding proposal to acquire all remaining shares of TELUS Digital at $3.40 per share (cash, TELUS stock, or a mix). TELUS made clear it would not support alternative transactions or a sale of its own shares. The independent directors quickly formed a Special Committee (June 22) to evaluate the proposal and potential alternatives. The Committeeco-chaired by Josh Blair and Olin Antonretained McCarthy as legal counsel, BofA Securities as independent financial advisor, and BMO Capital Markets as independent valuator. The committee was empowered to explore TELUS offer, other strategic alternatives (including maintaining the status quo), and to negotiate terms protecting minority shareholders. Minority Shareholder Influence: EQT, with a large minority stake, emerged as a key counterparty. From July onward, the committee held extensive meetings with EQT and other significant minority holders. EQT repeatedly argued that TELUS initial offer undervalued the company. Process Protections: The committee negotiated a non-disclosure agreement with TELUS containing a four-month standstill and restrictions on minority-shareholder communications. Valuation Work: Management provided five-year financial models; BofA and BMO conducted independent analyses and formal valuations. Through July and early August, EQT signaled acceptable value in the mid-$4 to $5 per share range. On August 10, the committee proposed $5.50 to TELUS, which TELUS rejected. TELUS countered at $4.25 (August 12) and, after further discussionsincluding direct talks with EQTagreed on a final price of $4.50 per share (August 28), conditional on EQTs support. EQT ultimately agreed to support the deal at this price and to convert its Multiple Voting Shares to Subordinate Voting Shares before the shareholder vote. On September 1, 2025, the Special Committee unanimously concluded that the $4.50 offer was fair and in the best interests of minority shareholders, receiving a BMO for
66 2/3 vote target; Majority of minority vote target;
TRML
NVS
Tourmaline Bio, Inc.
Novartis AG
09-September-25
27-October-25
Tender Offer
Friendly
Biotech
48.00000
0.00000
47.91000
1400.00000
0.59046
0.10000
-17.72000
0.03
0.01
0.00000
48.00000
47.90000
0.09000
0.05876
12
Leerink
Cooley
Hogan
Merger agreement; Tourmaline Bio, Inc. is a late-stage clinical biotechnology company developing transformative medicines that establish new standards of care for patients with life-altering inflammatory and immune diseases; Transaction reflects the potential of Tourmalines pacibekitug, a long-acting, fully-human, anti-IL-6 monoclonal antibody with best-in-class potential, for the treatment of cardiovascular diseases ; Transaction is expected to be completed in the fourth quarter of 2025, subject to customary closing conditions; The transaction has been unanimously approved by the Boards of Directors of both companies; The closing of the tender offer will be subject to certain conditions, including the tender of shares representing at least a majority of the total number of Tourmalines outstanding shares and receipt of regulatory approvals, and other customary closing conditions; With no widely adopted anti-inflammatory therapies currently available for cardiovascular risk reduction, pacibekitug represents a potential breakthrough in addressing residual inflammatory risk in ASCVD with a differentiated mechanism of action targeting IL-6; Outside date Sept 9 2026 (automatically extended without further action by the Parties until 11:59 p.m. Eastern Time on March 8, 2027); Signed CA August 19, 2025; From TRML 10-K: "We are aware of two IL-6 antibodies currently being developed for the treatment of ASCVD. Novo Nordisk is developing ziltivekimab, a monthly, subcutaneously administered monoclonal antibody targeting IL-6, in two Phase 3 ASCVD cardiovascular outcomes trials. The ZEUS trial is testing ziltivekimab in patients with ASCVD, chronic kidney disease, and residual inflammatory risk. The ARTEMIS trial is testing ziltivekimab in patients with a recent myocardial infarction. Novo Nordisk also has two additional, ongoing Phase 3 trials testing ziltivekimab in heart failure. CSL Behring is developing clazakizumab, a monthly, subcutaneously administered monoclonal antibody targeting IL-6, in a Phase 3 cardiovascular outcomes trial in end-stage kidney disease patients with diabetes or ASCVD. In addition, we are aware of companies developing nucleotide binding oligomerization domain-like receptor family pyric domain-containing 3 (NLRP3) inhibitors for the treatment of ASCVD. NLRP3 inhibitors are expected to lower hs-CRP levels and are also proposed to have other cardiometabolic effects. Companies we are aware of with ongoing CV-related trials of NLRP3 inhibitors include Novartis, Roche, Ventyx Therapeutics, Nodthera and Novo Nordisk (in partnership with Ventus Therapeutics)"; Background: Initial Contacts and Early Information Sharing (Nov 2023 Apr 2025): Parent periodically evaluated strategic opportunities and met the Companys representatives at medical conferences in Nov 2023, Sept 2024, and Nov 2024 for non-confidential updates on development programs, including the Phase 2 TRANQUILITY trial of pacibekitug. Between Nov 2024 and Apr 2025, the Company provided written updates and corporate presentations on the TRANQUILITY trial. In Mar 2025, Parent indicated it would wait for trial results before further discussions. Confidentiality and Management Presentations (Apr May 2025): Apr 18, 2025: Parent signed a confidentiality agreement (no standstill) to access Phase 2 data. Apr 28: Parent received a detailed management presentation on the Company and pacibekitug. May 5: Parent gained access to an online data room. May 16: Parent received confidential positive topline TRANQUILITY results, which were publicly announced on May 20. Strategic Transaction Talks Begin (May July 2025): May 27 onward: Calls explored a potential strategic transaction and diligence process. June 16: Parent reiterated interest at the BIO International Convention. July 22: Parent submitted a non-binding offer of $25/share + CVR up to $7/share. July 31: Revised to $32/share after feedback that the bid undervalued the Company. Competitive Bidding and Escalating Offers (Aug 2025): A competing bidder emerged, prompting Parent to increase offers: Aug 9: $35/share. Aug 13: $38/share. The Company granted patient-level data access conditioned on a standstill and further bid improvement. Aug 16: Process letter set a Sept 5 best and final deadline. Parent signed an updated confidentiality agreement (Aug 19) with a 12-month standstill and received a draft merger agreement outlining an all-cash tender offer and limited conditions. Final Negotiations and Best-and-Final Offer (Sept 2025): Sept 5: Parent submitted a best and final proposal of $48/share in cash plus a draft exclusivity agreement. Sept 6: The Company confirmed it would proceed with Parent, subject to final legal negotiations, and granted exclusivity until Sept 8. Sept 68: Lawyers exchanged merger-agreement drafts, refining antitrust obligations, termination fees, and disclosure letters. Sept 7: Parents Board unanimously approved the transaction. Sept 8: Parent, Purchaser, and the Company executed the Merger Agreement. Sept 9, 2025: The parties publicly announced the merger via press releases and an SEC Form 8-K filing;
>50% tender; HSR expiry;
TXNM
TXNM Energy
Blackstone Infrastructure
19-May-25
30-September-26
Merger
Friendly
Utilities
61.25000
0.00000
56.96000
11500.00000
0.27951
6.02000
-7.73355
0.02
0.44
0.00000
62.96000
56.94000
6.01000
0.11031
350
Wells / Citi
RBC / JPMorgan
Troutman
Kirkland
Agreement; TXNM Energy is an energy holding company based in Albuquerque, New Mexico, delivers energy to more than 800,000 homes and businesses across Texas and New Mexico through its regulated utilities, TNMP and PNM; Blackstone Infrastructure, with its $60 billion of assets under management, is focused on investing behind North American infrastructure platforms and leveraging its scale and expertise to support the growth of its portfolio companies. Blackstone Infrastructure has perpetual capital with no obligation to sell its investments, and is focused on long-term, multi-decade partnerships with the companies and communities in which it invests; Provides long-term infrastructure investment to support the continued build-out of PNM and TNMP in a rapidly changing energy environment, facilitating economic development during New Mexicos transition to clean energy and continued growth in Texas; TXNM Energy, PNM and TNMP to remain locally managed and operated with headquarters in New Mexico and Texas, retain employees and honor all union labor agreements; Customer rates will continue to be set by state regulators; Customers to receive a detailed package of benefits that will be developed after thorough and transparent engagement with stakeholders in New Mexico and Texas; Blackstone Infrastructure is funding the purchase price entirely with equity and does not anticipate increasing TXNM Energy leverage levels to fund the purchase of the company; Blackstone Infrastructure is also investing $400 million through the purchase of 8 million newly issued shares of TXNM Energy common stock at $50 per share, by way of a private placement agreement, to support TXNM Energys industry-leading growth plans. This issuance is expected to be completed in June 2025; The transaction is funded through equity and assumption of existing debt, and no incremental debt will be issued as a result of the transaction; Dividends payable to TXNM Energy shareholders are expected to continue through the closing of the transaction, subject to approval by the TXNM Energy Board of Directors; The transaction was unanimously approved by TXNM Energys Board of Directors and is estimated to close in the second half of 2026, subject to TXNM Energy shareholder approval, regulatory approvals and other customary closing conditions. Regulatory approvals are required from the NMPRC, PUCT, Federal Energy Regulatory Commission, Department of Justice (Hart Scott-Rodino Clearance), Nuclear Regulatory Commission and Federal Communications Commission; Formerly called PNM Resources Inc., TXNM owns two utilities serving more than 800,000 homes and businesses in New Mexico and Texas. The company had agreed to sell itself to Avangrid Inc., a US unit of Spains Iberdrola SA, for $4.3 billion in 2020 but the deal was scrapped after New Mexico regulators rejected the takeover; Valuation: 19.9x EPS (2026E), 11.0x EBITDA (2026E), 5.10x sales (2026E); Texas PUC has a 6-month time clock; New Mexico does not have time clock but expect 9-12 months review; Outside date: Aug 19 2026 (auto-extends to Dec 31 2026), plus additional 3-month extension; Pursuant to an equity commitment letter dated May 18, 2025 (the Equity Commitment Letter), BIP committed to provide Parent, at the consummation of the Merger, with an equity contribution in the amount set forth therein; In addition, pursuant to debt commitment letters (Debt Commitment Letters) delivered to Merger Sub, Royal Bank of Canada, MUFG Bank, Ltd., BNP Paribas, Sumitomo Mitsui Banking Corporation and Canadian Imperial Bank of Commerce have agreed to provide debt financing to Merger Sub following the Closing; Background: After a terminated merger with Avangrid in January 2024, TXNM re-engaged Wells Fargo in October 2024 to review alternatives, including restructuring or a sale. In December 2024, the Board decided to explore a sale, favoring infrastructure fund buyers over strategic buyers for reasons including financial strength and regulatory track records. In January 2025, TXNM formally hired Wells Fargo to run a sale process and contacted Blackstone Infrastructure and four other infrastructure funds (Parties A through D). First Round Bids (February 2025): Blackstone Infrastructure: $58/share. Party A: $60.25/share. Party D: $55/share. Party B and C did not submit bids. TXNM favored Blackstone and Party A due to financial strength and fit. Interim financing (PIPE) was part of the process. Narrowing the Field (March-April 2025): Party E submitted a late unsolicited bid ($60/share) but was slow to engage. Party A faced internal challenges and withdrew. Blackstone Infrastructure remained engaged and advanced discussions on regulatory approvals, financing, and interim PIPE funding. TXNMs stock price rose due to media leaks about the process. Party E and Party A failed to meet timelines or show capacity to complete a deal. Final Stages (April-May 2025): Blackstone submitted a second-round bid of $61/share for TXNM and $50/share for the PIPE. Blackstone agreed to a $61.25/share price and a $350M termination fee. Board Approval & Signing (May 2025): TXNMs Board reviewed fairness opinions (Wells Fargo, Citi) and the transactions benefits to shareholders and stakeholders. On May 18, 2025, TXNMs Board unanimously approved the merger with Blackstone Infrastructure. The PIPE closed on June 2, 2025 with TXNM issuing $400M in common stock to Blackstone Infrastructures affiliate; Aug 25 2025 announced that it filed regulatory applications with NMPRC, PUCT, and FERC;
>50% vote target; HSR expiry; Public Utility Commission of Texas (filed Aug 25 2025); New Mexico Public Regulation Commission (filed Aug 25 2025); FERC (filed Aug 25 2025); NRC; FCC;
VBTX
HBAN
Veritex Holdings, Inc.
Huntington Bancshares Incorporated
14-July-25
20-October-25
Merger
Friendly
Financial
0.00000
1.95000
30.36000
1900.00000
0.23491
0.02150
-5.75390
0.03
0.00
0.00000
30.36150
30.34000
0.02031
0.05007
5
Keefe
Evercore / Commerce Street
Simpson
Wachtell
Definitive merger agreement; Veritex Holdings, Inc. is a bank holding company headquartered in Dallas, Texas; This strategic acquisition accelerates Huntingtons strong organic growth in Texas by expanding its presence in Dallas/Fort Worth and Houston. As of March 31, 2025, Veritex reported approximately $13 billion in assets, $9 billion in loans, and $11 billion in deposits; The combination is expected to close early in the fourth quarter of 2025, subject to regulatory approvals and customary closing conditions. Upon conversion, Veritex teams and branches will operate under the Huntington Bank name and brand; The transaction is expected to be modestly accretive to Huntingtons earnings per share, neutral to regulatory capital at close, and slightly dilutive to tangible book value per share with payback in approximately one year inclusive of merger expenses and CECL double count; Valuation: 1.52x TBV, 14.3x EPS (2026E), 10.2x Adj EPS after synergies (2026E); Outside date July 14 2026; Oct 3 2025 received all regulatory approvals, closing Oct 20;
>50% vote target; Fed; FDIC;
VECO
ACLS
Veeco Instruments Inc.
Axcelis Technologies, Inc.
01-October-25
30-September-26
Merger
Friendly
Tech
0.00000
0.35750
29.26000
2004.08862
0.14710
0.43317
-3.36691
0.04
0.11
0.00000
29.63317
29.20000
1.35446
0.04842
350
UBS
JPMorgan
Morrison
Skadden
Definitive agreement; Veeco is an innovative manufacturer of semiconductor process equipment. Our laser annealing, ion beam, metal organic chemical vapor deposition (MOCVD), single wafer etch & clean and lithography technologies play an integral role in the fabrication and packaging of advanced semiconductor devices; Together, Axcelis and Veeco will be a leading semiconductor equipment company serving complementary, diversified and expanding end markets. The combined company will have an attractive operating profile, a robust R&D innovation engine and an expanded product portfolio with opportunities for cost and revenue synergies; Axcelis shareholders are expected to own approximately 58%, and Veeco shareholders are expected to own approximately 42%, of the combined company, on a fully diluted basis. The merger agreement was approved unanimously by the boards of directors of both companies; The combination will create the fourth largest U.S. wafer fabrication equipment supplier by revenue, delivering meaningful scale and resources to better compete throughout the global semiconductor equipment value chain; The transaction is expected to close in the second half of 2026, subject to approval by shareholders of both companies, the receipt of required regulatory approvals and the satisfaction of other customary closing conditions; Outside date September 30, 2026, subject to successive automatic extensions until as late as June 30, 2027 if the only remaining conditions to be satisfied are regulatory approvals; Signed NDA August 22, 2025; Valuation: 25.0x EPS (2026E), 19.8x EBITDA (2026E), 2.80x sales (2026E);
>50% vote target; >50% vote acquiror; HSR expiry; EC; China SAMR;
VMEO
Vimeo, Inc.
Bending Spoons S.p.A.
10-September-25
09-December-25
Merger
Friendly
Tech
7.85000
0.00000
7.76000
1380.00000
0.63202
0.10000
-2.94000
0.03
0.03
0.00000
7.85000
7.75000
0.09000
0.07964
55
Allen
JPMorgan / Wells / BNP
Skadden
Latham
Definitive agreement; Vimeo, Inc. is a leading video platform for business; Bending Spoons has served a billion people across the globe through its suite of digital technology businesses, including Brightcove, Evernote, Meetup, komoot, Remini, and WeTransfer.; After a disciplined review of strategic alternatives, the Board unanimously determined that this all-cash transaction delivers compelling, certain value to Vimeo shareholders and positions the company to accelerate its strategic roadmap as part of Bending Spoons; The transaction, which was unanimously approved by Vimeos Board of Directors, is expected to close in the fourth quarter of 2025, subject to customary closing conditions and approvals, including approval by Vimeos stockholders, and the receipt of required regulatory approvals; Valuation: 70.1x EPS (2026E), 34.5x EBITDA (2026E), 3.1x sales (2026E); Outside date September 10, 2026 (automatic extension to March 10, 2027); Signed CA February 2, 2024 and as amended as of August 6, 2025; Background: In January 2024, Bending Spoons CEO Luca Ferrari approached Vimeo (then led by interim CEO Adam Gross and Chairman Glenn Schiffman) about an all-cash acquisition. Vimeo and Bending Spoons signed a confidentiality agreement in February 2024, and Allen & Company was hired to assist Vimeo in exploring alternatives. By March 2024, Vimeos board decided not to proceed with any transaction. After no contact for over a year, Ferrari reconnected with Vimeo directors Barry Diller and Alexander von Furstenberg at the July 2025 Allen & Company Sun Valley conference, expressing renewed interest in acquiring Vimeo. The Vimeo board discussed the idea on July 17 2025, authorizing Allen & Company to solicit proposals.On July 25 2025, Bending Spoons submitted a non-binding $7.50 per-share all-cash offer. Vimeo reopened outreach to potential buyers but found no other interested parties. Vimeo began providing due-diligence materials and updated its long-range business plan, approved August 22 2025. On August 22, Bending Spoons reaffirmed its $7.50 offer, Vimeo countered at $8.00, leading to a compromise at $7.85 per share on August 26. On September 10 2025, Allen & Company delivered a fairness opinion deeming the $7.85 per-share consideration financially fair.The Vimeo Board unanimously approved the merger agreement and recommended it to shareholders. That same day, Vimeo and Bending Spoons executed the agreement and issued a joint press release announcing the merger;
>50% vote target; HSR expiry;
VRNT
Verint
Thoma Bravo
25-August-25
23-December-25
Merger
Friendly
Tech
20.50000
0.00000
20.25000
2000.00000
0.00147
0.26000
0.14500
0.02
0.00
0.00000
20.50000
20.24000
0.25000
0.06709
69
Jefferies
Perella / Santander
Jones
Kirkland
Definitive agreement; Verint is a leader in Customer Experience (CX) Automation, serving a customer base that includes more than 80 of the Fortune 100 companies; The transaction, which was unanimously approved by the Verint Board of Directors, is expected to close before the end of Verints current fiscal year, subject to customary closing conditions, including approval by Verint shareholders and the receipt of required regulatory approvals; The transaction is not subject to a financing condition; Certain shareholders and members of the Verint Board of Directors have entered into voting agreements pursuant to which they have agreed, among other things, to vote their shares of Verint stock in favor of the transaction, subject to certain conditions. These shareholders currently represent approximately 14.5% of the voting power of Verints stock; Valuation: 7.0x EPS (2026E), 7.8x EBITDA (2026E), 2.08x sales (2026E); Thoma Bravo intends to combine Verint and Calabrio (an existing Thoma Bravo portfolio company) upon closing to create an even larger scale CX Automation company; Outside date August 24, 2026 (automatically extended for three months); Parent has obtained debt financing commitments for the financing necessary to complete the transactions contemplated by the Merger Agreement; Signed CA May 13, 2024, as amended on November 26, 2024 and July 31, 2025; Signed clean team agreement June 17, 2025; Background: Strategic backdrop (2023early 2024): Verint, a CX/AI platform migrating to SaaS, ran periodic reviews with Jefferies on standalone value vs. strategic alternatives. Thoma Bravo (owner of CX peer Calabrio) surfaced early as a logical sponsor buyer, but the board repeatedly paused a sale given Verints SaaS transition and perceived upside. Early market soundings (1H24): Jefferies (with management) spoke to ~20 sponsors and 8 strategics. Interest was mixed - several parties cited AI uncertainty and Verints growth profile as concerns. Thoma Bravo wanted to watch another earnings cycle. Sep 4: Verint missed Q2 - stock fell from low $30s to mid-$20s. Nov 11: Thoma Bravo sent an unsolicited IOI at $30.00 per share (30-day exclusivity requested). After Verint beat in Dec, TB refused to raise - with the stock near $30, the board declined to proceed (Dec 17). Renewed interest & structured market check (MarJul 2025): New inbound interest (Parties C, D, E, F, G). In May, the board formally engaged Jefferies, opened a virtual data room, and contacted 29 parties; six engaged, including Thoma Bravo. Media leaks on Jun 27 and Jul 1 named TB as buyer. Jul 16: TB LOI at $19.50$20.50 (all-debt financing), with go-shop and short exclusivity. Verint countered at $23.00, then $22.00. TB marked best & final at $21.50 (Jul 25). Process remained non-exclusive - other parties lagged. Board weighed AI adoption risk, competitive intensity, revenue volatility, succession, and TBs Calabrio ownership (diligence access to Calabrio was limited). Confirmatory phase (late JulAug 2025): Heavy diligence, iterative drafts. Verint pushed for more financing certainty, stronger regulatory efforts, higher reverse fee, and narrower integration covenants. Aug 22 (Fri): TB cut its price to $19.50 citing sector multiple compression, integration risk, and model difficulties. Aug 23 (Sat): Board authorized a $20.50 counter conditioned on stronger terms (deal certainty/recourse) and signing before U.S. markets opened Aug 25. Aug 24 (Sun): TB accepted $20.50, removed the go-shop (Verint traded that for a lower company termination fee), and agreed to key Verint markups. One automatic 3-month End Date extension remained. The board unanimously approved the Merger Agreement and recommendation to stockholders late Aug 24, 2025 - press release issued before market open Aug 25, 2025;
>50% vote target; HSR expiry; FDI: Belgium, Hungary, Ireland, Italy;
VTLE
CRGY
Vital Energy, Inc.
Crescent Energy Company
25-August-25
23-December-25
Merger
Friendly
Oil & Gas
0.00000
1.90620
15.34000
3100.00000
0.19998
-0.01228
-2.55998
29.00000
0.01
0.00
0.00000
15.28772
15.30000
0.06888
0.02404
69
Houlihan / JPMorgan / Lazard
Jefferies / Evercore / Intrepid
Vinson
Kirkland / Richards
Definitive agreement; Vital is an independent energy company with headquarters in Tulsa, Oklahoma. Vital Energys business strategy is focused on the acquisition, exploration and development of oil and natural gas properties in the Permian Basin of West Texas; Crescent is a differentiated U.S. energy company committed to delivering value for shareholders through a disciplined growth through acquisition strategy and consistent return of capital. Crescents long-life, balanced portfolio combines stable cash flows from low-decline production with deep, high-quality development inventory. The Companys investing and operating activities are focused in Texas and the Rocky Mountain region; The Transaction will establish a top 10 independent with a consistent and free cash flow focused strategy, scaled positions and flexible capital allocation across premier basins. The combined company will be led by a management team and Board with deep operating and investing expertise, well-positioned to drive long-term growth and value creation; Highly accretive across CFFO, FCF and NAV per share; $90 - $100 MM of immediate annual synergies with potential for significant incremental operating efficiencies; Following the consummation of the Transaction, Crescent shareholders will own approximately 77% of the combined company and Vital shareholders will own approximately 23% of the combined company, on a fully diluted basis; The Transaction has been unanimously approved by the boards of directors of both companies and unanimously approved by a special committee of independent directors of Crescent (the Special Committee). Current Crescent and Vital shareholders representing approximately 29% and 20% of total common shares outstanding, respectively, are party to voting and/or existing investor agreements serving to support the Transaction in line with the unanimous recommendation of both Boards; The Transaction, which will be subject to customary closing conditions, including approvals by shareholders of Crescent and Vital and typical regulatory agencies, is targeted to close by year-end 2025; Valuation: 3.8x EPS (2026E), 2.7x EBITDA (2026E), 2.5x Adj EBITDA after synergies (2026E), 1.66x sales (2026E); Outside date March 31, 2026; Signed CA June 17, 2025; Background: Starting September 2024, Vital received inbound interest from multiple public and private energy companies (Companies AH). Discussions focused on potential mergers, take-privates, and asset purchases. Vital retained Vinson & Elkins for legal advice and later Houlihan Lokey and J.P. Morgan as financial advisors to manage inbound communications and evaluate strategic alternatives. Throughout late 2024 and early 2025, Vital management engaged in preliminary conversations with potential bidders but initially prioritized integrating recent acquisitions and improving standalone operations. Crescent CEO David Rockecharlie first met Vital CEO Jason Pigott in October 2024, initiating informal discussions on industry consolidation. By early 2025, Crescent expressed continued interest while other potential suitors (Companies A, F, G) hesitated or withdrew due to timing, leverage concerns, or internal priorities. In May 2025, Vitals board formally authorized outreach to six public oil & gas companies (including Crescent) to solicit stock-for-stock proposals, viewing this structure as preferable to an all-cash take-private. Formal Sale Process (June July 2025): Vital entered confidentiality agreements and opened a virtual data room to Crescent and other potential bidders. Crescent engaged Jefferies and later Evercore as financial advisors and Kirkland & Ellis as counsel, while forming a Special Committee of independent directors to oversee negotiations given KKRs control rights over Crescent. After due diligence, Crescent submitted the only formal bid by the July 29 deadline, proposing a stock-for-stock merger at a 2.15 exchange ratio, representing a ~15% premium to Vitals 30-day VWAP. Negotiations and Key Terms (August 2025): Subsequent negotiations focused on exchange ratio, governance, and KKRs management rights. Exchange ratio was reduced from 2.15 to 1.9062 Crescent shares per Vital share, reflecting market movements but still implying roughly a 20% spot premium. On August 24, 2025, both boards approved the final merger agreement. On August 25, 2025, Crescent and Vital issued a joint press release and filed 8-Ks with the SEC announcing the merger;
>50% vote target; >50% vote acquiror; HSR expiry;
WOW
WideOpenWest, Inc.
DigitalBridge Investments / Crestview Partners
12-August-25
31-January-26
Merger
Friendly
Media
5.20000
0.00000
5.14000
1500.00000
0.53846
0.07000
-1.75000
0.37000
0.01
0.04
0.00000
5.20000
5.13000
0.06000
0.04008
108
Centerview
LionTree / MS / GS
Wachtell
Simpson / Davis
Definitive agreement; WideOpenWest, Inc. is a leading broadband provider in the United States; The price represents a premium of 37.2% to the unaffected price of $3.79, prior to the initial non-binding offer of $4.80 submitted by the purchaser group on May 2, 2024; The WOW! Board of Directors has unanimously approved the proposed transaction, upon the unanimous recommendation of a special committee of independent and disinterested directors formed to lead the evaluation of the potential transaction; In connection with the transaction, Crestview has entered into a rollover, voting and support agreement pursuant to which Crestview has agreed to vote all of its WOW! shares (which represent approximately 37% of WOW!s outstanding shares) in favor of the transaction, subject to certain terms and conditions set forth therein; The transaction is expected to close by the end of the year or in the first quarter of 2026, subject to the satisfaction of the closing conditions, including receipt of WOW! stockholder approval and of required regulatory approvals; Valuation: 5.4x EBITDA (2026E), 2.8x sales (2026E); Outside date August 11, 2026; Background: May 2, 2024: DigitalBridge, together with Crestview, submitted a non-binding proposal to acquire all outstanding shares not owned by Crestview for $4.80 per share in cash, financed through Crestviews equity rollover and new DigitalBridge equity. The Board promptly created an independent Special Committee with full negotiating authority to evaluate the proposal, hire independent legal and financial advisors, and consider alternatives. Centerview Partners was engaged as financial advisor; Wachtell Lipton served as legal counsel. Mid-2024: The Special Committee focused first on strengthening the Companys liquidity and refinancing upcoming debt maturities to improve negotiating leverage. Over the summer, Centerview developed a long-range financial plan to assess valuation. The Committee rebuffed pressure to give price guidance and rejected the initial offer as inadequate, signaling it required a meaningful premium to market price. DigitalBridge and Crestview gradually increased their indication to a range of $5.50$6.25 (October 2024) after the Company completed a critical $200 million refinancing. Limited outreach to other strategic buyers and financial sponsors was conducted in late 2024 and early 2025. Several parties expressed preliminary interest but either withdrew or failed to submit actionable bids. Financial Sponsor A briefly indicated a range up to $6.00$7.00, but ultimately reduced its interest to levels near the initial proposal. December 2024: Crestview/DigitalBridge presented a high-end proposal of $6.00$6.25. February 2025: After further diligence, they offered $6.00 per share, the Special Committee countered at $6.35, eliciting a revised $6.20, then $6.25 offer. Draft merger terms were negotiated, including regulatory covenants and financing conditions tied to an amendment/extension of the Companys revolving credit facility (RCF). April 2025: Following new due-diligence concerns (cyber incident, litigation, market volatility), the bidders cut their price to $5.50, conditioning any deal on securing the RCF extension. Through May and June 2025, the parties continued intensive negotiations on price, financing, and merger terms. The Special Committee initially insisted on at least $6.00, but market conditions, industry headwinds, and financing risks eroded leverage. August 8, 2025: Crestview/DigitalBridge delivered a final offer of $5.20 per share, citing higher financing costs and RCF amendment expenses. Facing declining industry fundamentals, credit facility pressures, and limited alternatives, the Special Committee concluded this was the best achievable outcome. August 11, 2025: The Special Committee unanimously recommended, and the Board approved, a merger with an affiliate of DigitalBridge at $5.20 per share in cash for shares not already owned by Crestview. Centerview opined that the consideration was fair from a financial perspective;
>50% vote target; HSR expiry; EC; FCC; State PUCs;
ZIMV
ZimVie Inc.
ARCHIMED
21-July-25
20-October-25
Merger
Friendly
Healthcare
19.00000
0.00000
19.00000
730.00000
1.25118
0.01000
-10.55000
0.01
0.00
0.00000
19.00000
18.99000
0.00000
0.00000
5
Centerview
UBS
Cravath
Latham
Definitive agreement; ZimVie Inc. is a global life sciences leader in the dental implant market; ARCHIMED is an investment firm focused exclusively on healthcare industries; The Board of Directors of ZimVie has unanimously approved the transaction. The transaction is expected to close by year-end 2025, subject to the satisfaction of customary closing conditions, including approval by ZimVies stockholders and applicable regulatory approvals. The transaction is not subject to a financing condition; Under the terms of the merger agreement, ZimVie, with the assistance of Centerview Partners, its financial advisor, may solicit proposals from third parties for a period of 40 days continuing through midnight, New York City time, on August 29, 2025; Outside date January 20, 2026; Parent has obtained an equity financing commitment from an affiliate of Parent (who has also provided a limited guarantee in favor of the Company with respect to certain obligations of Parent under the Merger Agreement (including Parents obligation to pay the Company the termination fee described above)), and a debt financing commitment from a third-party lender, to fund all of the payment obligations of Parent and MergerCo contemplated by the Merger Agreement. The Merger Agreement requires each of Parent and MergerCo to use its reasonable best efforts to obtain the financing on the terms and conditions set forth in the financing commitment letters. The Company is entitled to seek specific performance, on the terms and subject to the conditions set forth in the Merger Agreement and the equity commitment, to force Parent to close the transaction if all closing conditions are met and the debt funding is financed or will be financed substantially concurrently with the closing of the transaction; Valuation: 29.7x EPS (2026E), 10.9x EBITDA (2026E), 1.59x sales (2026E); Background: The Board regularly assessed the Companys strategy, structure, and options, including staying independent, divesting assets, or selling the company. In early 2023, it began a formal Dual-Track Strategic Review exploring either (i) a sale of the spine business (Spine Transaction) or (ii) a full company sale (WholeCo Transaction). Centerview Partners was engaged in May 2023 to advise on potential transactions. Outreach was conducted to strategic and financial buyers; 16 potential counterparties were contacted in 2023, leading to 9 formal non-binding proposals. ARCHIMED, not part of the initial outreach, submitted an unsolicited $18.50/share offer in Sept. 2023. After lowering its bid to $15.50, it was dropped from the process, but later raised its offer to $18.00. The Board chose to sell only the spine business, entering an agreement with H.I.G. Capital for $375M in Dec. 2023 (closed April 2024). After the spine sale, the Company explored selling its remaining dental business, contacting 16 parties. No actionable offers emerged; the Company refocused on its standalone plan. ARCHIMED did not participate in this phase. March 13, 2025 ARCHIMED offered $16.51/share + contingent value right (CVR). March 28, 2025 Revised to $19.00 cash/share (65% premium), no CVR, with a six-week exclusivity request. April 3, 2025 Board countered with a shorter, non-exclusive diligence period, followed by possible exclusivity, and required a post-signing go-shop. ARCHIMED agreed. May 9, 2025 ARCHIMED lowered to $18.00/share; Board countered at $19.00 with 30-day exclusivity. May 15, 2025 ARCHIMED agreed to $19.00/share and exclusivity began May 23. On July 20, 2025, the Board unanimously approved the $19.00/share cash merger with ARCHIMED (no financing contingency), determined it fair to shareholders, and signed the merger agreement that day. Began July 21, 2025, ending August 29, 2025. As of the proxy date, 35 parties were contacted, 4 signed NDAs, and no competing offers were received;
>50% vote target; HSR expiry (filed Aug 15 2025, attained Aug 29 2025); Certain non-U.S. antitrust and foreign direct investment approvals; CFIUS;
ZK
175
ZEEKR Intelligent Technology Holding Limited
Geely Automobile Holdings Limited
15-July-25
15-November-25
Merger
Friendly
Industrial
26.87000
0.00000
28.94000
10687.69141
0.18946
-2.00000
-6.28000
0.65200
0.01
0.00
0.00000
26.87000
28.87000
-2.01000
-0.57245
31
Kroll
Citi
Simpson / Davis
Latham / Maples
Agreement and Plan of Merger; ZEEKR Intelligent Technology Holding Limited is the worlds leading premium new energy vehicle group; The cash merger consideration will be funded through Geelys internal resources, or if necessary, debt financing; The Companys board of directors, acting upon the unanimous recommendation of a committee of independent and disinterested directors established by the board of directors (the "Special Committee"), approved the Merger Agreement and the Merger and resolved to recommend that the Companys shareholders vote to authorize and approve the Merger and certain related matters. The Special Committee evaluated and negotiated the terms of the Merger Agreement with the assistance of its financial and legal advisors; The Merger, which is currently expected to close in the fourth quarter of 2025, is subject to customary closing conditions, including (i) approval of the Merger by the affirmative vote of shareholders representing two-thirds or more of Zeekr Shares (including Zeekr Shares represented by Zeekr ADSs) present and voting in person or by proxy as a single class at a meeting of the Companys shareholders, and (ii) approval of the Merger and the other transactions contemplated under the Merger Agreement by the affirmative vote of shareholders representing more than 50% of Geely Shares held by independent shareholders present at a meeting of the Geelys shareholders. Geely has agreed to vote all Zeekr Shares it and its subsidiaries beneficially own, which represent approximately 65.2% of the voting rights attached to the outstanding Zeekr Shares as of the date of the Merger Agreement, in favor of the authorization and approval of the Merger and the other transactions contemplated under the Merger Agreement; Outside date December 31, 2025;
66 2/3 vote target; Majority of minority vote target;