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Summary Information
Target
Acquiror
Sector
Value ($mm)
Premium
Announce Date
Estimated Completion Date
Deal Type
Deal Nature
Transaction Data
Lock-up
Break Fee As % Deal
Upside
Downside
Implied Odds of Deal Breaking
Target Financial Advisor
Acquiror Financial
Consideration
Cash Consideration
Share Consideration
Spin-off/ Other Consideration
Implied Consideration Value
Arbitrage Return
Current Price
Current Spread
Deal Duration (Days)
Yield
Notes
Key Conditions
ticker
Acquiror Ticker
target_name
acquiror_name
Announce Date
Estimated Completion Date
type
nature
sector
cash
shares
ask_target
size_mm
premium
upside
downside
lock_up
break_fee_pct
odds_of_deal_breaking
spin_off_other
implied_consideration_bid
bid_target
bid_to_bid
Yield
days
target_financial
acquiror_financial
target_legal
acquiror_legal
notes
key_conditions
ACI
KR
Albertsons Companies, Inc.
Kroger
14-October-22
30-September-24
Merger
Friendly
Retail
27.25000
0.00000
20.55000
24600.00000
0.32840
6.84000
0.01
0.00
0.00000
27.38000
20.54000
6.83000
1.03970
147
GS / CS
Citi / Wells
Jenner / White / Debevoise
Weil / Arnold
Definitive agreement; Albertsons Companies is a leading food and drug retailer in the United States. As of June 18, 2022, Albertsons Companies operated 2,273 retail food and drug stores with 1,720 pharmacies, 402 associated fuel centers, 22 dedicated distribution centers and 19 manufacturing facilities; Under the terms of the merger agreement, which has been unanimously approved by the board of directors of each company, Kroger will acquire all of the outstanding shares of Albertsons Companies, Inc. ("Albertsons Cos.") common and preferred stock (on an as converted basis) for an estimated total consideration of $34.10 per share, implying a total enterprise value of approximately $24.6 billion, including the assumption of approximately $4.7 billion of Albertsons Cos. net debt. Subject to the outcome of a store divestiture process, the cash component of the $34.10 per share consideration may be reduced by the per share value of a newly created standalone public company ("SpinCo") that Albertsons Cos. is prepared to spin off at closing in conjunction with the regulatory clearance process; As part of the transaction, Albertsons Cos. will pay a special cash dividend of up to $4 billion to its shareholders. The cash component of the $34.10 per share consideration will be reduced by the per share amount of the special cash dividend, which is expected to be approximately $6.85 per share. This cash dividend will be payable on November 7, 2022, to shareholders of record as of the close of business on October 24, 2022; The combined company expects to achieve approximately $1 billion of annual run-rate synergies net of divestitures within the first four years of combined operations with approximately 50% being achieved within the first two years following close; In connection with obtaining the requisite regulatory clearance necessary to consummate the transaction, Kroger and Albertsons Cos. expect to make store divestitures. As described in the merger agreement and subject to the outcome of the divestiture process, Albertsons Cos. is prepared to establish an Albertsons Cos. subsidiary (SpinCo). SpinCo would be spun-off to Albertsons Cos. shareholders immediately prior to merger closing and operate as a standalone public company; The per share cash purchase price payable to Albertsons Cos. shareholders in the merger would be reduced by an amount equal to (i) three times four-wall adjusted EBITDA for the stores contributed to SpinCo divided by the number of Albertsons Cos. common shares (including common shares issuable upon conversion of Albertsons Cos. preferred stock) outstanding as of the record date for the spin-off plus (ii) the per share amount of a special pre-closing cash dividend of up to $4 billion payable to Albertsons Cos. shareholders, which is expected to be approximately $6.85 per share; Kroger has $17.4 billion of fully committed bridge financing in place from Citi and Wells Fargo; Albertsons Cos. shareholders holding more than a majority of Albertsons Cos. common stock have either delivered a written consent or committed to delivering a written consent approving the transaction no later than October 18, 2022 and Albertsons Cos. shareholders holding more than a majority of Albertsons Cos. preferred stock have already approved the transaction. No further action by Albertsons Cos. shareholders will be needed or solicited in connection with the merger; The transaction is expected to close in early 2024, subject to the receipt of required regulatory clearance and other customary closing conditions, including receipt of clearance under the Hart-Scott-Rodino Antitrust Improvements Act of 1976; Represents the #2 merging with #4 grocery store company, for a combined 12% market share; Roughly 30% of Krogers locations have an Albertsons within a five-mile radius, while about half of Albertsons stores have a Kroger within that range; Outside date January 13, 2024, provided that the Outside Date may be extended by either Parent or the Company by written notice to the other party for one or more 30-day periods not to exceed 270 days in the aggregate; arent entered into a commitment letter with Citigroup Global Markets Inc., Wells Fargo Bank, National Association and Wells Fargo Securities, LLC pursuant to which the Commitment Parties have committed to provide, subject to the terms and conditions set forth in the Commitment Letter, a 364-day $17.4 billion senior unsecured bridge term loan facility; Divestiture cap: 650 stores; Valuation: 11.7x EPS (2023E), 5.6x EBITDA (2023E), 0.32x sales (2023E); Nov 4 2022 Attorney General of the State of Washington has been granted a temporary restraining order restraining company from paying dividend, hearing Nov 10; Nov 8 2022 court denied request of state AGs to block special dividend; Dec 2 2022 ACI / KR filed PREM14c for written consent to approve deal, closing early 2024: Dec 6 2022 ACI / KR received second request from FTC; Sept 8 2023 ACI / KR announced comprehensive divestiture plan, entered a definitive agreement with C&S Wholesale Grocers for the sale of select stores, banners, distribution centers, offices and private label brands for $1.9 billion, cancelled previously contemplated spin-off, closing early 2024; Feb 26 2024 FTC sues to block merger, stating largest supermarket merger in U.S. history will eliminate competition and raise grocery prices for millions of Americans, while harming tens of thousands of workers; Apr 22 2024 announced amended divestiture package that responds to concerns raised by federal and state antitrust regulators regarding the original agreement, updated divestiture package increases the total store count by 166 to include 579 stores that will be sold to, and continue operating as they do today by the new owner, C&S;
HSR expiry (second request from FTC Dec 6 2022, Feb 26 2024 FTC sues to block merger);
ADTH
AdTheorent Holding Company, Inc.
Cadent, LLC (Novacap)
01-April-24
01-July-24
Merger
Friendly
Tech
3.21000
0.00000
3.42000
324.00000
0.00000
-0.20000
-0.20000
0.40000
0.02
0.00
0.00000
3.21000
3.41000
-0.21000
-0.33919
56
Canaccord
Moelis / RBC
McDermott
Baker
Definitive agreement; AdTheorent Holding Company, Inc. is a machine learning pioneer delivering measurable value for programmatic advertisers; Cadent, LLC is a leading provider of platform-based converged TV advertising solutions and a portfolio company of Novacap, one of North Americas established private equity firms; Unanimously approved by AdTheorents Board of Directors; The definitive merger agreement also includes a 33-day go shop period that will allow the Company to affirmatively solicit alternative proposals from interested parties; The transaction is expected to be completed by the third quarter of 2024 and is subject to approval by AdTheorents stockholders, expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as well as other customary closing conditions; Fully committed debt financing in support of the transaction is being provided by Royal Bank of Canada. The transaction is not subject to a financing condition; H.I.G. Growth Partners, LLC and its affiliated investors, along with members of the AdTheorent Board and management who together own or control approximately 40% of the Companys outstanding shares, have each entered into a voting and support agreement pursuant to which they have agreed, among other things, to vote their respective shares of AdTheorent common stock in favor of the transaction; Novacap, the Montreal-based private equity firm which acquired Cadent in August 2023, provided strategic services and funding support to Cadent for the transaction; The transaction has been approved by the AdTheorent Board of Directors and is expected to close in approximately 90 days; Valuation: 10.3x EBITDA (2025E), 1.53x sales (2025E); Outside date July 30, 2024 (or September 23, 2024 if extended by either Parent or the Company in accordance with the terms of the Merger Agreement); May 7 2024 go-shop expired, received $3.35 cash proposal, determined it would reasonably be expected to lead to a Superior Company Proposal, engaging in discussions with the third-party;
>50% vote target; HSR expiry (filed Apr 5 2024, attained May 7 2024);
AIRC
BX
Apartment Income REIT Corp.
Blackstone
08-April-24
06-August-24
Merger
Friendly
Real Estate
39.12000
0.00000
38.66000
10000.00000
0.24785
0.47000
-7.30000
0.01
0.06
0.00000
39.12000
38.65000
0.46000
0.04806
92
Citi
BofA / Barclays / GS / Wells
Skadden
Simpson
Definitive agreement; Apartment Income REIT Corp (NYSE: AIRC) is a publicly traded, self-administered real estate investment trust; AIR Communities portfolio consists of 76 high-quality rental housing communities concentrated primarily in coastal markets including Miami, Los Angeles, Boston and Washington D.C. Blackstone plans to invest more than $400 million to maintain and improve the existing communities in the portfolio and may invest additional capital to fund further growth; The transaction was unanimously approved by the AIR Communities Board of Directors and is expected to close in the third quarter of 2024, subject to approval by AIR Communities stockholders and other customary closing conditions; As a condition to the transaction, AIR has suspended payment of its quarterly dividend, effective immediately; Valuation: 15.8x FFO (2025E), 18.7x AFFO (2025E), 19.2x EBITDA (2025E), 12.25x sale (2025E), 5.67% cap rate; Outside date October 7, 2024 (can be extended to Jan 7 2025); Signed CA Mar 3 2024;
66 2/3 vote target;
ALE
ALLETE, Inc.
CPP Investments / GIP
06-May-24
28-June-25
Merger
Friendly
Utilities
67.00000
0.00000
63.16000
6200.00000
0.19111
7.47500
-3.84058
0.02
0.66
0.00000
70.52500
63.05000
7.46500
0.10264
418
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);
>50% vote target; HSR expiry; CFIUS; FERC; FCC; Minnesota Public Utilities Commission (MPUC); Public Service Commission of Wisconsin (PSCW);
ALPN
VRTX
Alpine Immune Sciences, Inc.
Vertex Pharmaceuticals Incorporated
10-April-24
17-May-24
Tender Offer
Friendly
Biotech
65.00000
0.00000
64.63000
4600.00000
0.72277
0.38000
-26.89000
0.25500
0.04
0.01
0.00000
65.00000
64.62000
0.37000
0.20858
11
Centerview
Lazard
Fenwick
Skadden
Definitive agreement; Alpine is a clinical stage biotechnology company focused on discovering and developing innovative, protein-based immunotherapies; Alpines lead product, povetacicept, demonstrated best-in-class potential in patients with IgA nephropathy (IgAN); Phase 3 to initiate in H2 2024; Povetacicept holds promise as a pipeline-in-a-product, with clinical studies in additional serious diseases underway; Alpines protein engineering and immunotherapy expertise augments Vertexs toolbox and capabilities; The transaction was unanimously approved by both the Vertex and Alpine Boards of Directors and is anticipated to close later this quarter; Alpines lead molecule, povetacicept (ALPN-303), is a highly potent and effective dual antagonist of BAFF (B cell activating factor) and APRIL (a proliferation inducing ligand). Through Phase 2 development, povetacicept has shown potential best-in-class efficacy in IgA nephropathy (IgAN). IgAN is a serious, progressive, autoimmune disease of the kidney that can lead to end-stage-renal disease. There are no approved therapies that target the underlying cause of IgAN. IgAN is the most common cause of primary (idiopathic) glomerulonephritis worldwide, affecting approximately 130,000 people in the U.S. Povetacicept is on track to enter Phase 3 clinical development in the second half of 2024; The transaction is expected to close in the second quarter of 2024, subject to certain conditions, including the tender of a majority of the outstanding shares of Alpine common stock and the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act and other customary conditions; Outside date April 10, 2025; On April 10, 2024, in connection with the Merger Agreement, each of Frazier Life Sciences VIII, L.P., and Frazier Life Sciences Public Fund, L.P. (together with Frazier Life Sciences VIII, the Frazier Entities), Decheng Capital China Life Sciences USD Fund III, L.P., Decheng Capital Global Healthcare Fund (Master), LP, Alpine ImmunoSciences, L.P., OrbiMed Private Investments VI, LP and OrbiMed Genesis Master Fund, L.P. (collectively, the Supporting Stockholders), in each case in their capacity as a stockholder of the Company and who, collectively, beneficially own approximately 25.5% of the outstanding Shares, entered into a Tender and Support Agreement; Signed CA March 21, 2024;
>50% tender; HSR expiry (filed Apr 24 2024);
AMED
UNH
Amedisys, Inc.
UnitedHealth Group
26-June-23
30-August-24
Merger
Friendly
Healthcare
101.00000
0.00000
93.00000
3782.80005
0.28450
8.37000
-14.00000
0.03
0.37
0.00000
101.00000
92.63000
8.36000
0.31244
116
Guggenheim
Paul
Sullivan
Definitive merger agreement; Amedisys, Inc. is a leading healthcare at home Company delivering personalized home health, hospice and high-acuity care services; Superior proposal to OPCH deal; June 5 2023 AMED received unsolicited proposal from Optum (UnitedHealth Group) at $100.00 cash per share, 15.9% premium to OPCH consideration, could reasonably be expected to result in superior proposal - the deal would combine the second- and third-largest home health providers for a net 10% market share; June 26 2023 AMED entered into acquisition by UNH for $101.00 cash per share (superior proposal), terminated OPCH deal; Outside date June 25, 2024 (can be extended to December 27, 2024); Valuation: 21.7x EPS (2024E), 17.0x EBITDA (2024E), 1.59x sales (2024E);
>50% vote target; HSR expiry (filed July 5 2023, received a second request from the DOJ Aug 4 2023 );
AMK
AssetMark Financial Holdings, Inc.
GTCR
25-April-24
31-October-24
Merger
Friendly
Financial
35.25000
0.00000
33.97000
2659.27002
0.33220
1.30000
-7.49000
0.68400
0.03
0.15
0.00000
35.25000
33.95000
1.29000
0.07947
178
MS
UBS / Barclays / BofA / Jefferies
Davis
Kirkland / Paul
Definitive agreement; AssetMark Financial Holdings, Inc. is a leading wealth management technology platform for financial advisors; GTCR is a leading private equity firm with substantial investment expertise in financial technology, wealth and asset management. Since its inception, GTCR has invested more than $25 billion in over 280 companies, and the firm currently manages $40 billion in equity capital; AssetMarks Board of Directors has unanimously approved the transaction and recommended the transaction to its stockholders. After AssetMarks Board of Directors approved the transaction, the definitive agreement was signed, and the transaction was approved by written consent of stockholders representing a majority of the outstanding voting interests of the Company; The transaction is subject to customary closing conditions and required regulatory approvals and is expected to close in Q4 2024; The consummation of the transaction is not subject to any financing condition. The transaction will be financed with a credit facility and equity capital from funds affiliated with GTCR. UBS Investment Bank and Barclays served as co-lead financial advisors to GTCR and are providing debt financing support for the transaction; Outside date May 1, 2025; GTCR Fund XIV/A LP, GTCR Fund XIV/C LP, GTCR Co-Invest XIV/A LP and GTCR Co-Invest XIV/B LP, each an investment fund affiliated with Parent, have delivered an equity commitment letter to Parent (the Equity Commitment Letter), pursuant to which, upon the terms and subject to the conditions set forth therein, such funds have committed to provide equity financing in the aggregate amount set forth therein. UBS AG, Stamford Branch, UBS Securities LLC and Barclays Bank PLC (collectively, Lenders) have delivered a debt commitment letter to Parent (the Debt Commitment Letter), pursuant to which, upon the terms and subject to the conditions set forth therein, such Lenders have agreed to provide debt financing to Parent up to the amounts set forth in the Debt Commitment Letter at the closing of the Merger; Valuation: 12.4x EPS (2025E), 8.7x EBITDA (2025E), 3.15x sales (2025E); Inside date June 10 2024; Signed CA December 5, 2023; AMK is a Delaware corporation with no revenue from or operations within the PRC, not subject to regulation by PRC authorities; Controlling shareholder Huatai Securities Co. announced is working with advisers to sell stake on Dec 18 2023;
HSR expiry; Financial Industry Regulatory Authority; China Securities Regulatory Commission; Department of Finance of Jiangsu Province of the Peoples Republic of China; National Securities Clearing Corporation; Specified U.S. state governmental entities;
ANSS
SNPS
Ansys
Synopsys
16-January-24
31-March-25
Merger
Friendly
Tech
197.00000
0.34500
324.88000
35000.00000
0.28706
61.26540
-24.63428
0.03
0.71
0.00000
385.13541
323.87000
68.86295
0.23848
329
Qatalyst
Evercore
Skadden
Cleary
Definitive agreement; Ansys, Inc. is an American multinational company with its headquarters based in Canonsburg, Pennsylvania. It develops and markets CAE/multiphysics engineering simulation software for product design, testing and operation and offers its products and services to customers worldwide; Bringing together Synopsys pioneering semiconductor electronic design automation (EDA) with Ansys broad simulation and analysis portfolio will create a leader in silicon to systems design solutions; Synopsys and Ansys have had a successful and growing partnership since 2017, and share a culture built on integrity, execution excellence and empowering customers; The combined company expects to achieve approximately $400 million of run-rate cost synergies by year three post-closing and approximately $400 million of run-rate revenue synergies by year four post-closing, growing to more than approximately $1 billion annually in the longer-term; Synopsys intends to fund the $19 billion of cash consideration through a combination of its cash on hand and debt financing. Synopsys has obtained $16 billion of fully committed debt financing; The transaction is anticipated to close in the first half of 2025, subject to approval by Ansys shareholders, the receipt of required regulatory approvals and other customary closing conditions; Valuation: 36.5x EPS (2025E), 28.9x EBITDA (2025E), 15.8x Adj EBITDA after synergies (2025E), 12.9x sales (2025E); Ansys Board of Directors has unanimously approved the Merger Agreement; The Exchange Ratio is expected to result in Ansys equityholders and Synopsys equityholders owning approximately 16.5% and 83.5%; With regard to the Stock Consideration, if the aggregate number of shares of Synopsys Common Stock to be issued in connection with the Merger would exceed 19.9999% of the shares of Synopsys Common Stock issued and outstanding immediately prior to the Effective Time (the Maximum Share Number), (a) the Exchange Ratio will be reduced to the minimum extent necessary such that the aggregate number of shares of Synopsys Common Stock to be issued in connection with the Merger does not exceed the Maximum Share Number and (b) the Per Share Cash Amount will be correspondingly increased to offset such adjustment; Outside date January 15, 2025 (may be extended to January 15, 2026); May 6 2024 SNPS to sell its software integrity business to Clearlake Capital and Francisco Partners;
>50% vote target; HSR expiry (filed Jan 29 2024, pulled and refiled Mar 1 2024, received second request from the FTC Apr 1); EC; Israel; Japan; South Korea; Taiwan; Turkey; UK CMA; Austria; Belgium; Investment Canada; France; Germany; Ireland; Italy; Spain; Sweden;
AXNX
BSX
Axonics, Inc.
Boston Scientific Corporation
08-January-24
30-August-24
Merger
Friendly
Healthcare
71.00000
0.00000
67.45000
3400.00000
0.23328
3.75000
-9.68000
0.02
0.28
0.00000
71.00000
67.25000
3.74000
0.18566
116
JPMorgan
K&L
Definitive agreement; Axonics, Inc. is a publicly traded medical technology company primarily focused on the development and commercialization of differentiated devices to treat urinary and bowel dysfunction; The purchase price is $71 in cash per share, reflecting an equity value of approximately $3.7 billion and an enterprise value of approximately $3.4 billion; Axonics brings a complementary product portfolio to the Boston Scientific Urology business. Axonics has pioneered and introduced significant enhancements to sacral neuromodulation therapy for bladder and bowel dysfunction and urethral bulking for women with stress urinary incontinence, both of which are among the fastest growing segments in urology; Boston Scientific expects to complete the transaction in the first half of 2024, subject to customary closing conditions; Axonics revenue growth profile is anticipated to be highly accretive to the Boston Scientific Urology business in 2024. The impact to Boston Scientific adjusted earnings per share is expected to be immaterial in 2024 and accretive thereafter; The boards of directors of Axonics and Boston Scientific have unanimously approved the transaction, which is expected to close in the first half of 2024 after satisfaction of customary closing conditions, including approval of Axonics stockholders and receipt of required regulatory approvals; We consider our primary competition to be implantable SNM devices offered by Medtronic. Medtronics InterStim X and InterStim Micro are currently the only other implantable SNM devices approved for commercial sale in the United States by the FDA. We also compete with other third-line treatments, such as BOTOX injections, a product sold by Allergan plc, PTNS, as well as more invasive surgical treatment options, and drugs for the treatment of OAB and FI. We also face competition from Boston Scientific for the treatment of SUI with its bulking agent; Valuation: 97.0x EPS (2025E), 63.3x EBITDA (2025E), 6.41x sales (2025E); Outside date January 8, 2025 (can be extended to January 8, 2026); Apr 4 4024 received a second request from the FTC;
>50% vote target; HSR expiry (filed Jan 30 2024, pulled and refiled Mar 4 2024, received a second request from the FTC on Apr 4 2024);
BATL
Battalion Oil Corporation
Fury Resources, Inc.
15-December-23
30-June-25
Merger
Friendly
Oil & Gas
9.80000
0.00000
5.86000
450.00000
0.85606
4.39000
-0.13000
0.38000
0.02
0.97
0.00000
9.80000
5.41000
4.38000
0.67438
420
Houlihan
Jefferies
Mayer
K&L
Agreement and Plan of Merger; Battalion Oil Corporation is an independent energy company engaged in the acquisition, production, exploration and development of onshore oil and natural gas properties in the United States; The Preferred Stock of the Company held by Luminus Management LLC and funds and accounts managed by Oaktree Capital Management, L.P., or their respective affiliates (collectively, the "Rollover Stockholders"), will be contributed to Buyer in exchange for new preferred shares of Buyer, or sold to Buyer for cash, in each case at a valuation based on the conversion or redemption value of such Preferred Stock; The transaction is expected to close in the first quarter of 2024, subject to various closing conditions. Such conditions include customary closing conditions, such as the approval of Battalions stockholders; Parent has received debt commitments from Fortress Credit Corp. and AI Partners Asset Management Co., Ltd to finance a portion of the Merger Consideration under the Merger Agreement; In connection with the transaction, the Rollover Stockholders, who collectively own 61.61% of the Common Stock of the Company, entered into a Voting Agreement with Buyer pursuant to which they have agreed, among other things, to vote 6,254,652 of their shares of Common Stock, which in the aggregate represents 38% of the total voting power of the shares of capital stock of the Company, in favor of adopting the Merger Agreement; Outside date April 12, 2024; Valuation: 4.4x EBITDA (LTM); Jan 24 2024 amended merger agreement, pushed outside date to June 12 2024; Feb 6 2024 delayed funding deadline to Feb 15; Feb 16 2024 amended merger agreement after acquiror failed to failed to fund escrow account;
>50% vote target;
CALB
BCAL
California BanCorp
Southern California Bancorp
30-January-24
31-December-24
Merger
Friendly
Financial
0.00000
1.59000
23.04000
233.60001
0.10525
0.40100
-1.70365
0.04
0.19
0.00000
22.10100
21.70000
1.04361
0.07437
239
Keefe
MJC
Sheppard
Stuart
Definitive merger agreement; California BanCorp, the parent company for California Bank of Commerce, offers a broad range of commercial banking services to closely held businesses and professionals located throughout Northern California; Creates a premier California financial institution with approximately $4.6 billion in assets by combining two high performing franchises with footprints in the states two best markets for mid-market business banking; True merger of equals uniting top talent of two institutions with shared vision, values, and client-centric focus; Adds complementary business lines and diversified lending verticals to each client base; Under the terms of the definitive agreement, which has been unanimously approved by the boards of directors of Southern California Bancorp and California BanCorp, each outstanding share of California BanCorp common stock will be exchanged for the right to receive 1.590 shares of Southern California Bancorp common stock; As a result of the transaction, Southern California Bancorp shareholders will own approximately 57.1% of the outstanding shares of the combined company and California BanCorp shareholders will own approximately 42.9% of the outstanding shares of the combined company; The transaction is expected to close in the third quarter of 2024, subject to satisfaction of customary closing conditions, including receipt of required regulatory approvals and approvals from Southern California Bancorp and California BanCorp shareholders; Members of the board of directors of each of Southern California Bancorp and California BanCorp have entered into agreements pursuant to which they have committed to vote their shares of common stock in favor of the merger of California BanCorp with and into Southern California Bancorp; Outside date January 30, 2025; Valuation: 12.2x EPS (2025E), 1.14x BV, 1.18x TBV;
>50% vote target; >50% vote acquiror; Fed; FDIC;
CATC
EBC
Cambridge Bancorp
Eastern Bankshares, Inc.
19-September-23
15-May-24
Merger
Friendly
Financial
0.00000
4.95600
66.55000
528.00000
0.36981
0.62392
-17.19798
0.04
0.04
0.00000
66.01392
65.39000
0.66769
0.50985
9
BofA
JPMorgan
Hogan
Nutter
Definitive merger agreement; Merger will create a $27 billion combined franchise and further solidify Eastern as the largest community bank in Massachusetts and New Hampshire by deposits; Under the terms of the merger agreement, which has been unanimously approved by both boards of directors, each share of Cambridge common stock will be exchanged for 4.956 shares of Eastern common stock; The merger is expected to be completed during the first quarter of 2024, subject to certain conditions, including the receipt of required regulatory approvals; and approval by Cambridge and Eastern shareholders; All Cambridge directors and executive officers and their affiliates with voting power have agreed to vote in favor of the merger; Cambridge Bancorp, the parent company of Cambridge Trust Company, is based in Cambridge, Massachusetts. Cambridge Trust Company is a 133-year-old Massachusetts chartered commercial bank with approximately $5.5 billion in assets at June 30, 2023, and a total of 22 Massachusetts and New Hampshire locations. Cambridge Trust Company is one of New Englands leaders in private banking and wealth management with $4.4 billion in client assets under management and administration at June 30, 2023; Valuation: 15.0x EPS (2024E), 0.99x BV, 1.15x TBV; Outside date September 19, 2024; Feb 21 2024 CATC / EBC no longer anticipate that all regulatory approvals will be received during the first quarter of 2024 and that the merger will be completed in early April 2024;
>50% vote target; >50% vote acquiror; Fed; FDIC;
CERE
ABBV
Cerevel Therapeutics
AbbVie Inc.
06-December-23
30-June-24
Merger
Friendly
Biotech
45.00000
0.00000
42.21000
8700.00000
0.73077
2.80000
-16.20000
0.03
0.15
0.00000
45.00000
42.20000
2.79000
0.52938
55
Centerview
MS
Latham
Kirkland
Definitive agreement; Cerevel Therapeutics is dedicated to unraveling the mysteries of the brain to treat neuroscience diseases. The company is tackling diseases by combining its deep expertise in neurocircuitry with a focus on targeted receptor subtype selectivity and a differentiated approach to pharmacology. Cerevel Therapeutics has a diversified pipeline comprised of five clinical-stage investigational therapies and several preclinical compounds with the potential to treat a range of neuroscience diseases, including schizophrenia, Alzheimers disease psychosis, epilepsy, panic disorder, and Parkinsons disease; Proposed acquisition adds robust pipeline of assets focused on best-in-class potential for psychiatric and neurological disorders where significant unmet needs remain; Cerevels clinical-stage pipeline complements AbbVies current on-market portfolio and emerging neuroscience pipeline; Emraclidine has the potential to transform the standard of care in schizophrenia and other psychiatric conditions; The boards of directors of both companies have approved the transaction; This transaction is expected to close in the middle of 2024, subject to Cerevel shareholder approval, regulatory approvals, and other customary closing conditions; The proposed transaction is subject to customary closing conditions, including receipt of regulatory approvals and approval by Cerevel shareholders. The proposed transaction is expected to be accretive to adjusted diluted earnings per share (EPS) beginning in 2030; Outside date September 6, 2024, subject to three 90-day auto extensions; Concurrent with the execution of the Merger Agreement, Parent entered into a Support Agreement (the Support Agreement) with BC Perception Holdings, LP providing that, among other things, subject to the terms and conditions set forth therein, such stockholders will support the Merger and the transactions contemplated thereby, including by voting to adopt the Merger Agreement; Signed CA March 28, 2023, as amended as of November 18, 2023; Feb 26 2024 ABBV issued $15 billion of notes to finance merger;
>50% vote target; HSR expiry (filed Dec 15 2023, pulled and refiled Jan 16 2024, received second request from the FTC Feb 16 2024);
CHX
SLB
ChampionX Corporation
SLB
02-April-24
31-December-24
Merger
Friendly
Industrial
0.00000
0.73500
33.66000
8133.36133
0.14652
0.93227
-3.48455
0.03
0.21
0.00000
34.56227
33.63000
1.94991
0.08989
239
Centerview
Latham
Weil
Definitive agreement; ChampionX Corporation is a global leader in chemistry solutions, artificial lift systems, and highly engineered equipment and technologies that help companies drill for and produce oil and gas safely, efficiently, and sustainably around the world; Acquisition strengthens SLB as a leader in production space, with world-class production chemicals and artificial lift technologies; Combined portfolios will drive customer value through deep industry expertise and digital integration, as well as enhanced equipment life and production optimization; Annual pre-tax synergies to reach approximately $400 million within three years; The agreement was unanimously approved by the ChampionX board of directors; At the closing of the transaction ChampionX shareholders will own approximately 9% of SLBs outstanding shares of common stock; The transaction is subject to ChampionX shareholders approval, regulatory approvals and other customary closing conditions. It is anticipated that the closing of the transaction will occur before the end of 2024; Key competitors for our Production Chemical Technologies and Reservoir Chemical Technologies segments include Baker Hughes, Clariant AG, Multi-Chem (a Halliburton Service), M-I SWACO (a Schlumberger company), CES Energy Solutions Corp.,SNF, Kemira, Innospec, and Rockwater. Production & Automation Technologies segment key competitors include Baker Hughes, Halliburton, Schlumberger, NOV, Weatherford International, and Tenaris. Drilling Technologies segment key competitors include DeBeers (Element 6), Schlumberger (Mega Diamond), and various suppliers in China; CHX is #1 in production chemicls while SLB is #6. SLB is #1 in artificial list revenue and CHX is #5; Outside date April 2, 2025 ((subject to an automatic extension to October 2, 2025); Valuation: 16.9x EPS (2025E), 9.1x EBITDA (2025E), 1.95x sales (2025E);
>50% vote target; HSR expiry;
CNSL
Consolidated Communications Holdings, Inc
Searchlight Capital Partners, L.P. / British Columbia Investment
13-October-23
15-January-25
Merger
Friendly
Infrastructure
4.70000
0.00000
4.28000
3100.00000
0.70290
0.43000
-1.51000
0.33800
0.01
0.22
0.00000
4.70000
4.27000
0.42000
0.14433
254
Rothschild
GS / JPMorgan / MS / Wells / Mizuho / RBC / TD
Cravath / Latham
Wachtell / Weil
Definitive agreement; Consolidated Communications Holdings, Inc. is a top 10 fiber provider in the United States; Searchlight is a global private investment firm with approximately $11 billion in assets under management and offices in New York, London and Toronto; Searchlight, in the aggregate, is currently the beneficial owner of approximately 34% of the Companys outstanding shares of common stock, as well as the holder of 100% of the Companys outstanding Series A perpetual preferred stock; The purchase price represents a premium of approximately 70% to the closing price of the Companys common stock through April 12, 2023, the last trading day prior to the submission of Searchlight and BCIs initial non-binding proposal to the Companys Board of Directors; The proposed transaction has been unanimously approved by a special committee of independent and disinterested directors of the Board; The Board of Directors of the Company, following recusals of directors affiliated with Searchlight and BCI, has approved the proposed transaction on the unanimous recommendation of the Special Committee; In connection with execution of the Agreement, Consolidated has entered into an amendment (the Amendment) to its credit agreement. The Amendment provides for interim financial covenant relief by increasing the maximum consolidated first lien leverage ratio permitted under the credit agreement, subject to certain conditions. The covenant relief provided for in the Amendment will provide the Company with near-term financial and operational flexibility amid a more challenging operating environment, enabling Consolidated to conservatively continue its fiber build plan between signing and closing. The Amendment will remain in effect following closing of the transaction. In the event the transaction does not close by August 1, 2025, it is expected that the financial covenant will revert to the levels that currently apply; The proposed transaction will result in Consolidated Communications becoming a private company and is expected to close by the first quarter of 2025, subject to customary closing conditions, including receipt of regulatory approvals and approval of the holders of a majority of the voting power represented by the outstanding shares that are entitled to vote thereon and held by shareholders other than Searchlight and BCI, their investment fund affiliates and the directors and officers of the Company; The transaction is not subject to a financing condition; Valuation: 9.1x EBITDA (2024E), 2.77x sales (2024E); Outside date January 15, 2025 (subject to an automatic six-month extension if certain closing conditions have not been satisfied); Parent has obtained equity financing commitments from BCI and certain affiliates of Searchlight (collectively, the Guarantors) in an aggregate amount of $370,000,000 to fund the transactions contemplated by the Merger Agreement. The consummation of the Merger is not subject to a financing condition. The Company is entitled to specific performance, subject to the terms and conditions of the Merger Agreement and the applicable equity commitments, to require each Guarantor to fund its respective equity commitment and Parent to close the transaction, if all closing conditions are met; Jan 19 2024 announced ISS recommends vote For; Jan 23 2024 announced Glass Lewis recommends vote For;
>50% vote target; HSR expiry; FCC; CFIUS; State public utility commissions;
CPRI
TPR
Capri Holdings Limited
Tapestry, Inc.
10-August-23
15-November-24
Merger
Friendly
Consumer
57.00000
0.00000
36.72000
8500.00000
0.64692
20.30000
-2.09000
0.03
0.91
0.00000
57.00000
36.70000
20.29000
1.29863
193
Barclays
MS
Wachtell
Latham
Definitive agreement; Capri Holdings Limited is a global fashion luxury group consisting of Versace, Jimmy Choo, and Michael Kors; Tapestry, Inc. is a house of iconic accessories and lifestyle brands consisting of Coach, Kate Spade, and Stuart Weitzman; This acquisition brings together six highly complementary brands with global reach, powered by Tapestrys data-rich customer engagement platform and diversified, direct-to-consumer operating model; Estimated synergies of $200 million; Expected to deliver significant financial returns, including strong double-digit EPS accretion on an adjusted basis and compelling ROIC; The Boards of Directors of each of Tapestry, Inc. and Capri Holdings Limited have unanimously approved the transaction; The transaction is anticipated to close in calendar year 2024, subject to approval by the Capri Holdings shareholders, as well as the receipt of required regulatory approvals, and other customary closing conditions; The transaction is not subject to a financing condition. Tapestry has secured $8.0 billion in fully committed bridge financing from Bank of America N.A. and Morgan Stanley Senior Funding, Inc. The purchase price of approximately $8.5 billion is expected to be funded by a combination of senior notes, term loans, and excess Tapestry cash, a portion of which will be used to pay certain of Capris existing outstanding debt; Valuation: 9.5x EPS (2024E), 8.0x EBITDA (2024E), 6.8x Adj EBITDA after synergies (2024E), 1.45x sales (2024E); Outside date August 10, 2024, subject to two extensions of up to three months each in certain circumstances in order to obtain required regulatory approvals; The Merger Consideration is expected to be financed with a combination of new debt and cash on the Companys balance sheet. In connection with its entry into the Merger Agreement, the Company entered into a bridge facility commitment letter pursuant to which Bank of America, N.A., BofA Securities, Inc., and Morgan Stanley Senior Funding, Inc. committed to provide a $8.0 billion 364-day senior unsecured bridge loan facility, subject to customary conditions. The consummation of the Merger is not subject to any financing condition; Tapestry and Capri will have 5% share of the global luxury goods market behind Chanel (7%), Kering (7%), and LVMH (19%); Signed CA June 13, 2023; Sept 1 2023 increased credit facility from $1.25 billion to $2.0 billion, entered into a term loan agreement for $1.4 billion, and reduced bridge loan from $8.0 billion to $6.6 billion, to finance merger; Nov 15 2023 filed 424b5 for bond offering to fund merger; Nov 17 2023 filed 424B5 for $4.5 billion offering of senior notes; Nov 21 2023 priced $4.5 billion and EUR1.5 billion of senior unsecured notes to fund merger; Nov 27 2023 announced closing of $7.5 billion debt financing to fund merger, terminate bridge facility; Coach and Michael Kors combined had a 17% share of the North American bag market in 2022. Narrow that down to luxury bags and the two brands combined market share rises to 26%, and 53% in affordable luxury bags;
>50% vote target (attained); HSR expiry (filed Aug 31 2023, Nov 3 received second request from the FTC); Australia ACCC (attained as at Apr 15 2024); Competition Canada (filed Oct 6 2023, attained as at Apr 15 2024); China SAMR (filed Oct 25 2023, attained Jan 10 2024); EC (filed Mar 6 2024, attained Apr 15 2024); Japan (attained Apr 10 2024); Korea; UK CMA (attained as at Apr 15 2024);
CTLT
Catalent, Inc.
Novo Holdings
05-February-24
31-December-24
Merger
Friendly
Healthcare
63.50000
0.00000
56.40000
16500.00000
0.39132
7.15000
-10.71000
0.02
0.40
0.00000
63.50000
56.35000
7.14000
0.19985
239
Citi / JPMorgan
MS
Skadden / Jones
Goodwin
Merger agreement; Catalent, Inc. is a global leader in enabling pharma, biotech, and consumer health partners to optimize product development, launch, and full life-cycle supply for patients around the world. With broad and deep scale and expertise in development sciences, delivery technologies, and multi-modality manufacturing, Catalent is a preferred industry partner for personalized medicines, consumer health brand extensions, and blockbuster drugs. Catalent is a global Contract Development and Manufacturing Organisation (CDMO) headquartered in Somerset, New Jersey in the US. The company has over 50 global sites and employs more than 18,000 people including 3,000 scientists and technicians; Novo Holdings is a holding and investment company that is responsible for managing the assets and the wealth of the Novo Nordisk Foundation. The purpose of Novo Holdings is to improve peoples health and the sustainability of society and the planet by generating attractive long-term returns on the assets of the Novo Nordisk Foundation; Purchase price represents a premium of 39.1% to the closing price of Catalents common stock on August 28, 2023, the last trading day prior to Catalents announcement that its Board of Directors formed a Strategic and Operational Review Committee to conduct a review of Catalents business, strategy and operations, as well as Catalents capital-allocation priorities with a view towards maximizing value for all Catalent stockholders.; Of Catalents more than 50 global sites, Novo Holdings intends to sell three Catalent fill-finish sites and related assets acquired in the merger to Novo Nordisk (CPH: NOVO), in which Novo Holdings has a controlling interest, shortly after the closing of the merger. These three sites are located in Anagni, Italy; Bloomington, Indiana, USA; and Brussels, Belgium; The merger is expected to close towards the end of calendar year 2024, subject to customary closing conditions, including approval by Catalent stockholders and receipt of required regulatory approvals; The transaction is not subject to any financing contingency; Following an evaluation of possible value-maximizing alternatives, the Catalent Board unanimously determined that the transaction with Novo Holdings, which delivers a premium and certain cash value, is in the best interest of Catalent. Accordingly, the Catalent Board unanimously recommends that Catalent stockholders vote in favor of the merger; Elliott Investment Management L.P. and certain of its affiliates have entered into a support agreement pursuant to which they have agreed to vote their shares of Catalent common stock in favor of the merger; Novo Nordisk will acquire the three manufacturing sites for an upfront payment of 11 billion USD; Valuation: 40.8x EPS (2025E), 17.3x EBITDA (2025E), 3.52x sales (2025E); Outside date February 5, 2025, automatically be extended by three (3) months on each of four (4) occasions; Novo Holdings has provided an equity commitment to Parent in the aggregate amount of $16,650,000,000 for the purpose of financing the transactions contemplated by the Merger Agreement; The Company has also agreed to use commercially reasonable efforts to cooperate with Novo Holdings and Novo Nordisk in connection with planning efforts for the Carve-Out such that the Carve-Out can be implemented as promptly as reasonably practicable following closing of the Merger. The consummation of the Carve-Out is not a condition to closing of the Merger; May 2 2024 received a second request from the FTC;
>50% vote target; HSR expiry (filed Mar 4 2024, pulled and refiled Apr 2 2024, received a second request from the FTC May 2 2024);
CVLY
ORRF
Codorus Valley Bancorp, Inc.
Orrstown Financial Services, Inc.
12-December-23
30-September-24
Merger
Friendly
Financial
0.00000
0.87500
23.00000
207.00000
0.03645
0.78875
-0.02753
0.04
0.97
0.00000
23.20875
22.42000
1.19948
0.13816
147
Keefe
RJ
Holland
Goodwin
Definitive agreement; Merger of Equals transaction creating a premier Pennsylvania and Maryland community bank with approximately $5.2 billion in assets and a market capitalization of approximately $460 million; Closing expected to occur in the third quarter of 2024; Unanimously approved by the Boards of Directors; Orrstown shareholders will own approximately 56% of the outstanding shares of the combined company and Codorus Valley shareholders will own approximately 44% of the outstanding shares of the combined company; The transaction is expected to close in the third quarter of 2024, subject to satisfaction of customary closing conditions, including receipt of required regulatory approvals and approvals from Orrstown and Codorus Valley shareholders; Codorus Valley directors and executive officers have entered into agreements with Orrstown pursuant to which they have committed to vote their shares of Codorus Valley common stock in favor of the merger of Codorus Valley with and into Orrstown. Orrstown directors and executive officers have entered into agreements with Codorus Valley pursuant to which they have committed to vote their shares of Orrstown common stock in favor of the issuance of Orrstown shares to Codorus Valley shareholders in the merger; Valuation: 12.2x EPS (2024E), 1.12x BV, 1.13x TBV; Outside date December 31, 2024;
>50% vote target; >50% vote acquiror; Fed; FDIC;
DCPH
Deciphera Pharmaceuticals, Inc
ONO Pharmaceutical Co., Ltd.
29-April-24
13-June-24
Tender Offer
Friendly
Biotech
25.60000
0.00000
25.38000
2400.00000
0.74744
0.23000
-10.72000
0.28000
0.03
0.02
0.00000
25.60000
25.37000
0.22000
0.08647
38
JPMorgan
BofA
Goodwin
Greenberg
Definitive merger agreement; Deciphera Pharmaceuticals, Inc. is a biopharmaceutical company focused on discovering, developing, and commercializing important new medicines to improve the lives of people with cancer; The boards of directors of both companies have unanimously approved the transaction; Together, ONO and Deciphera will accelerate their shared vision to deliver innovative new drugs and serve patients around the world. Deciphera brings specialized research and development capabilities in kinase drug discovery, well-established commercial and sales platforms in the United States and Europe, and global clinical development capabilities. In addition to QINLOCK - Decipheras switch-control inhibitor for the treatment of fourth-line gastrointestinal stromal tumor (GIST), which is approved in the United States and over 40 other countries, Deciphera also brings a mature, diverse pipeline of best-or-first in class potential medicines, including vimseltinib, DCC-3116 (an ULK inhibitor) and multiple additional oncology candidates. Vimseltinib is a highly selective switch-control kinase inhibitor with successful pivotal clinical data for the potential to be a best-in-class and first-in-class agent for the treatment of tenosynovial giant cell tumor (TGCT), and potentially other indications. The Acquisition is expected to enable ONO to build a robust presence in oncology, one of its key priority areas, and also support ONOs efforts to become a Global Specialty Pharma company; The Acquisition is expected to close in the third quarter of 2024, subject to customary closing conditions, including U.S. antitrust clearance and the tender of a majority of Decipheras outstanding shares of common stock; In connection with the execution of the merger agreement, certain stockholders of the Company owning approximately 28% of the outstanding shares of Deciphera Common Stock have entered into Tender and Support Agreements pursuant to which they will tender all of their owned shares in the offer; Upon completion of the Acquisition, Deciphera will operate as a standalone business of ONO Group, from its headquarters in Waltham, Massachusetts; Valuation: 9.9x sales (2025E); Outside date January 29, 2025 (can be extended to March 1 2025); Signed CA March 8, 2024;
>50% tender; HSR expiry;
DFS
COF
Discover Financial Services
Capital One Financial Corporation
19-February-24
31-March-25
Merger
Friendly
Financial
0.00000
1.01920
123.60000
35300.00000
0.26586
21.58878
-8.86428
0.04
0.71
0.00000
144.99878
123.41000
27.42191
0.24933
329
PJT / MS
Centerview
Sullivan
Wachtell
Definitive agreement; Discover Financial Services (NYSE: DFS) is a digital banking and payment services company with one of the most recognized brands in U.S. financial services. Since its inception in 1986, the company has become one of the largest card issuers in the United States. The company issues the Discover card, Americas cash rewards pioneer, and offers personal loans, home loans, checking and savings accounts and certificates of deposit through its banking business; Creates a global payments platform at scale, with 70 million merchant acceptance points in more than 200 countries and territories; Positions the combined company to compete with the largest payments companies and deliver enhanced value to a franchise of over 100 million customers; Enables Capital One to leverage its customer base, technology, and data ecosystem to drive more sales for merchants and great deals for consumers and small businesses; Leverages Capital Ones eleven-year technology transformation across a much larger enterprise; Generates $2.7 billion in pre-tax synergies and >15% accretive to adjusted non-GAAP EPS in 2027; Delivers return on invested capital (ROIC) of 16% in 2027 with internal rate of return (IRR) >20%; The transaction is expected to close in late 2024 or early 2025, subject to satisfaction of customary closing conditions, including regulatory approvals and approval by the shareholders of each company; Valuation: 10.0x EPS (2025E), 5.5x EBITDA (2025E), 2.13x sales (2025E); Merger creates 6th largest US bank; The transaction will combine the 3rd largest issuer of Visa and Mastercard credit cards (COF, with a low-teens market share) with DFS, the smallest of the 4 US-based payment networks (V, MC, AXP, and DFS); Feb 20 2024 Massachusetts Democrat Elizabeth Warren says threatens financial stability, reduces competition and raise costs for Americans; Outside date February 19, 2025 (shall be automatically extended to May 19, 2025);
>50% vote target; >50% vote acquiror; Fed; FDIC;
DOMA
Doma Holdings, Inc.
Title Resources Group
28-March-24
30-September-24
Merger
Friendly
Real Estate
6.29000
0.00000
6.05000
78.68496
0.38546
0.27000
-1.48000
0.25000
0.02
0.15
0.00000
6.29000
6.02000
0.26000
0.11070
147
Houlihan
Latham / Davis / Mayer
Willkie
Definitive agreement; Doma is a real estate technology company that is innovating a century-old industry by building an instant and frictionless home closing experience for buyers and sellers. Doma uses proprietary machine intelligence technology and deep human expertise to create a vastly more simple and affordable experience for everyone involved in a residential real estate transaction, including current and prospective homeowners, mortgage lenders, title agents, and real estate professionals; Title Resources Group (TRG) is one of the nations leading title insurance underwriters; The transaction, which was unanimously approved by Domas Board of Directors, acting on the unanimous recommendation of a special committee of the Board of Directors comprised entirely of independent directors, is expected to close in the second half of 2024, subject to certain closing conditions, including approval by the holders of a majority of Domas common stock that are not affiliated with the Lennar Stockholders (as defined below) and certain other persons, and certain insurance regulatory approvals; The transaction is not subject to a financing condition, though is conditioned on the completion of certain specified transactions as contemplated by the merger agreement for the transaction (the merger agreement), an investment by Lennar into TRG and the consummation of certain arrangements with HSCM; LENX ST Investor, LLC and Len FW Investor, LLC (Lennar and together with LENX ST Investor, LLC, the Lennar Stockholders), representing approximately 25% of the voting power of Domas common stock, have signed a voting agreement in support of the transaction, agreeing to vote their shares of Domas common stock in favor of the merger agreement and the transaction; Doma may solicit alternative acquisition proposals from third parties during a 50-day go-shop period following the date of execution of the merger agreement; Valuation: 0.19x sales (2025E); Outside date September 28, 2024 (extends to November 28, 2024); The Lennar Stockholders hold, collectively, approximately 25% of the voting power of the Common Stock. Under the Voting and Support Agreement, the Lennar Stockholders have agreed to, among other things, (a) vote the Voting Agreement Shares in favor of the Merger;
>50% vote target; HSR expiry; Insurance approvals; Repayment of the Companys outstanding indebtedness with HSCM;
DOOR
OC
Masonite International Corporation
Owens Corning
09-February-24
15-May-24
Plan
Friendly
Industrial
133.00000
0.00000
132.67000
3900.00000
0.37667
0.35000
-36.04000
0.02
0.01
0.00000
133.00000
132.64999
0.34000
0.10940
9
GS / Jefferies
MS / Lazard
Wachtell / Cassels
Davis / Stikeman
Definitive agreement; Masonite International Corporation is a leading global provider of interior and exterior doors and door systems; Expands Owens Cornings leadership position in branded residential products with a leading manufacturer of innovative interior and exterior doors and door systems; Owens Corning is a global building and construction materials leader committed to building a sustainable future through material innovation. Our three integrated businesses Roofing, Insulation, and Composites; Creates a scalable new growth platform within a $27 billion addressable market leveraging combined commercial, operational, and innovation capabilities; Estimated cost synergies of approximately $125 million generated through scale and operational savings; The implied transaction value is approximately $3.9 billion, implying a purchase multiple of approximately 8.6x 2023E adjusted EBITDA or 6.8x when including synergies of $125 million; The addition of Masonites market-leading doors business creates a new growth platform for Owens Corning, strengthening the companys position in residential building materials and extending its offering of highly valued products and brands. Leveraging Owens Cornings unique commercial capabilities and proven go-to-market model serving contractors, builders, and distributors, the company expects to build on Masonites strong track record of innovation, brand quality, and category excellence to further grow in the doors market; The acquisition of Masonite and entry into doors adds a highly complementary line of innovative products and advances Owens Cornings strategy to expand its building materials offering in residential applications; On a synergized basis, the acquisition is expected to be low double-digit percentage accretive to free cash flow by the end of 2025; The transaction will be implemented by way of a statutory plan of arrangement pursuant to the Business Corporations Act (British Columbia); The Boards of Directors of both companies have unanimously approved the transaction; The transaction is expected to close mid-2024, subject to Masonite shareholder approval, regulatory approvals, and other customary closing conditions including the issuance of interim and final orders by the Supreme Court of British Columbia approving the plan of arrangement; The transaction will be financed by cash on hand and committed debt financing of $3 billion provided by Morgan Stanley Senior Funding, Inc; Following the closing, Masonite will operate as a reportable segment and will maintain Masonites brands and a presence in Tampa, Florida; The receipt of financing by Owens Corning is not a condition to Owens Cornings obligations to complete the Arrangement; Outside date February 8, 2025 (subject to two automatic extensions of three months each, to May 8, 2025 and to August 8, 2025); Signed CA July 19, 2023; Valuation: 12.4x EPS (2025E), 8.0x EBITDA (2025E), 6.3x Adj EBITDA after synergies (2025E), 1.33x sales (2025E); Apr 24 2024 announced sale of Architectural segment to subsidiaries of IBP Solutions for $75 million;
66 2/3 vote target; HSR expiry (filed Feb 23 2024, pulled and refiled Mar 27 2024, attained Apr 26 2024); Competition Canada (filed Feb 21 2024, attained Mar 25 2025); Investment Canada (filed Feb 28 2024); Mexico (filed Feb 23 2024, attained Mar 15 2024);
DPSI
DecisionPoint Systems, Inc.
Barcoding Holdings, LLC (Graham Partners)
01-May-24
15-July-24
Merger
Friendly
Consumer
10.22000
0.00000
10.08000
82.78960
0.26957
0.22000
-1.95000
0.27000
0.03
0.10
0.00000
10.22000
10.00000
0.21000
0.11446
70
Craig
Polsinelli
Dechert
Definitive agreement; DecisionPoint Systems, Inc. is a leading mobility-first enterprise services and solutions company and a leading provider of retail in-store solutions and services centered on Point-of-Sale systems; Grahams Regulatory Assets Under Management of approximately $3.5 billion as of December 31, 2023; DecisionPoints board of directors unanimously approved the merger agreement and recommended that stockholders vote in favor of the merger; The transaction is currently expected to close in July 2024, subject to the approval of DecisionPoint stockholders and the satisfaction of customary closing conditions; Closing of the transaction is not subject to a financing condition; Outside date September 30, 2024;
>50% vote target;
EDR
Endeavor Group Holdings, Inc.
Silver Lake
02-April-24
15-January-25
Merger
Friendly
Entertainment
27.50000
0.00000
26.48000
25000.00000
0.55192
1.21000
-8.63401
0.91500
0.01
0.12
0.00000
27.68000
26.47000
1.20000
0.06579
254
Centerview
BDT / GS / JPMorgan / MS / BofA / Barclays / DB / RBC / KKR / Ra
Latham / Cravath
Simpson / Kirkland
Definitive agreement; Endeavor is a global sports and entertainment company, home to many of the worlds most dynamic and engaging storytellers, brands, live events, and experiences. The Endeavor network specializes in talent representation through entertainment agency WME; sports operations and advisory, event management, media production and distribution, and brand licensing through IMG; live event experiences and hospitality through On Location; full-service marketing through global cultural marketing agency 160over90; and sports data and technology through OpenBet. Endeavor is also the majority owner of TKO Group Holdings (NYSE: TKO), a premium sports and entertainment company comprising UFC and WWE; ; Endeavor stockholders will receive $27.50 per share in cash, representing a 55% premium to the unaffected share price of $17.72 per share at market close on October 25, 2023, the last full trading day prior to Endeavors announcement of its review of strategic alternatives; Silver Lake believes that when consolidating all of TKOs value into Endeavor, the combined total enterprise value of $25 billion will make this the largest private equity sponsor public-to-private investment transaction in over a decade, and the largest ever in the media and entertainment sector; The transaction builds on multiple investments Silver Lake has made in Endeavor starting with Silver Lakes initial investment in William Morris Endeavor in 2012 and continuing through Endeavors subsequent acquisition of IMG in 2014 and initial public offering in 2021. Silver Lake also supported Endeavors acquisition of UFC in 2016 and the merger of UFC and WWE, creating premium sports and entertainment company TKO Group Holdings, Inc. (NYSE: TKO) (TKO) in 2023; TKO is not party to this transaction and will remain a publicly traded company that will continue to benefit from its connectivity to Endeavors expertise, relationships, and significant capabilities; The consummation of the transaction is not subject to any financing condition; The transaction will be financed through a combination of new and reinvested equity from Silver Lake and additional capital anchored by Mubadala Investment Company, DFO Management, LLC, Lexington Partners, and funds managed by Goldman Sachs Asset Management, equity rolled over by members of the Endeavor management team including Emanuel, Whitesell, and Shapiro, and new debt financing fully committed by Goldman Sachs, USA, JP Morgan, N.A., Morgan Stanley Senior Funding, Inc., Bank of America, N.A., Barclays PLC, Deutsche Bank AG New York, and Royal Bank of Canada; Consistent with Endeavors announcement on October 25, 2023 of the initiation of a formal review to evaluate strategic alternatives, and Silver Lakes public response that it was working toward a proposal to take Endeavor private, Endeavor proceeded to form a Special Committee of independent directors to review and consider any proposal that might materialize in connection with the strategic review; The Special Committee reviewed, negotiated, unanimously approved, and recommended approval by Endeavors Executive Committee of the proposed transaction. Following formal approval by Endeavors Executive Committee, the definitive agreement was signed, and the transaction was approved by the written consent of stockholders representing a majority of the outstanding voting interests of the Company; The transaction is subject to the satisfaction of customary closing conditions and required regulatory approvals. No other stockholder approval is required. The transaction is expected to close by the end of the first quarter of 2025; Valuation: 14.4x EPS (2025E), 12.6x EBITDA (2025E), 3.21x sales (2025E); Outside date April 2, 2025; Pursuant to the equity commitment letter, dated April 2, 2024, Silver Lake Partners VI, L.P. (SLP Fund VI), Silver Lake Partners VII, L.P. (SLP Fund VII) and SL SPV-4, L.P. have committed to provide the Parent Entities, on the terms and subject to the conditions set forth in the equity commitment letter, an aggregate equity commitment to fund a portion of the payment of the aggregate Merger Consideration and other amounts required to be paid under the Merger Agreement; Pursuant to the debt commitment letter, dated April 2, 2024, JPMorgan Chase Bank, N.A., Morgan Stanley Senior Funding, Inc., Bank of America, N.A., Goldman Sachs Bank USA, Barclays Bank PLC, Deutsche Bank Securities Inc., Deutsche Bank AG New York Branch and Royal Bank of Canada have committed to provide the Parent Entities or the Merger Subs, on the terms and subject to the conditions set forth in the debt commitment letter, certain debt financing to fund a portion of the payment of the aggregate Merger Consideration and other amounts required to be paid under the Merger Agreement; Deemed Gaming Waiver Date means January 2, 2025; Signed CA November 2, 2023; Silver Lake owns 30% of Endeavor, but it has super-voting stock, giving it 70% of the total voting power; Messrs. Emanuel and Whitesell, Executive Holdcos, and the Silver Lake Equityholders, as a group, control approximately 91.5% of the combined voting power of EDR common stock as of December 31, 2023;
HSR expiry; Gaming approvals;
ERF
CHRD
Enerplus Corporation
Chord Energy Corporation
21-February-24
31-May-24
Plan
Friendly
Oil & Gas
1.84000
0.10125
19.89000
3753.64966
0.21332
0.08666
-3.42208
0.03
0.02
0.18225
19.95666
19.87000
0.13682
0.10538
25
Evercore / RBC / BMO / CIBC
Citi / Wells / JPMorgan
Blakes / Latham
Vinson / Goodmans
Definitive arrangement agreement; Enerplus is an independent North American oil and gas exploration and production company focused on creating long-term value for its shareholders through a disciplined, returns-based capital allocation strategy and a commitment to safe, responsible operations; The combined company will have a premier Williston Basin position with deep, low-cost inventory, approximately 1.3 million net acres, combined 4Q23 production of 287 MBoepd, and enhanced free cash flow generation to return capital to shareholders; Upon completion of the transaction, Chord shareholders will own approximately 67% of the combined company and Enerplus shareholders will own approximately 33% on a fully diluted basis; Valuation: 7.0x EPS (2025E), 3.7x EBITDA (2025E), 2.08x sales (2025E); The transaction is expected to be accretive to all metrics, including: i) cash flow per share, ii) free cash flow per share, iii) net asset value and iv) return of capital. Significant synergies allow for additional potential accretion in 2025 and beyond; The combined company expects to benefit from administrative, capital and operating synergies of up to $150 million per year. Administrative synergies are expected to begin immediately in 2024 and increase in 2025 up to $40 million. Capital synergies are expected to increase up to $55 million during 2025, and operating synergies initiate in 2025 and are expected to increase up to $55 million in 2026. The combined company will leverage best practices to further advance efficiencies across the business. The after-tax present value of synergies is expected to exceed $750 million; It is anticipated that the quarterly dividend payments made by Enerplus until closing of the transaction will be equalized to those made by Chord, after giving effect to the exchange ratio, through an additional Enerplus dividend declared shortly prior to the closing; The transaction will be structured as a plan of arrangement under the Business Corporations Act (Alberta) and is subject to the approval of (i) at least two-thirds of the votes cast by holders of Enerplus common shares at a meeting to be called to consider the transaction and (ii) if required under applicable Canadian securities laws, a majority of the votes cast by Enerplus shareholders at such meeting; The issuance of shares of Chord common stock is subject to the approval of the majority of votes cast by holders of shares of Chord common stock in connection with the transaction, pursuant to the rules of the NASDAQ; The combination has been unanimously approved by the boards of directors of both companies. The transaction is expected to close by mid-year 2024; Outside date February 21, 2025;
66 2/3 vote target; Majority of minority vote target; >50% vote acquiror; HSR expiry (filed Mar 6 2024, attained Apr 8 2024); Investment Canada (filed Mar 6 2024);
ETRN
EQT
Equitrans Midstream Corporation
EQT Corporation
11-March-24
31-December-24
Merger
Friendly
Industrial
0.00000
0.35040
13.43000
14236.49805
0.17910
0.72956
-1.41973
0.01
0.34
0.00000
14.14956
13.42000
1.13247
0.13171
239
Barclays / Citi
Guggenheim / RBC
Latham
Kirkland
Definitive merger agreement; Equitrans Midstream Corporation has a premier asset footprint in the Appalachian Basin and, as the parent company of EQM Midstream Partners, is one of the largest natural gas gatherers in the United States; Creates Americas only large-scale, vertically integrated natural gas company prepared to compete on the global stage; All stock transaction with combined company enterprise value over $35 billion; Provides >2,000 miles of critical pipeline infrastructure with extensive overlap with EQTs core upstream operations and existing midstream assets; Reduces EQTs long-term corporate free cash flow breakeven to less than $2 per MMBtu, ensuring robust free cash flow generation through all parts of the commodity cycle; Cost structure integration materially improves economics of EQTs remaining ~4,000 drilling locations, unlocking industry leading terminal value; Annual synergies of $250 million with identified upside to more than $425 million; Under the terms of the merger agreement, unanimously approved by the Boards of both companies, EQT will acquire Equitrans in an all-stock transaction. Each outstanding share of Equitrans common stock will be exchanged for 0.3504 shares of EQT common stock; As a result of the transaction, EQTs existing shareholders are expected to own approximately 74% of the combined company and Equitrans shareholders are expected to own approximately 26%; The transaction is expected to close during the fourth quarter of 2024, subject to required regulatory approvals and clearances, approval of the transaction by shareholders of both EQT and Equitrans, and other customary closing conditions. The transaction closing is contingent on FERC authorizing MVP to commence service; Outside date March 10, 2025 (can be extended to Sept 10 2025); Valuation: 11.3x EPS (2025E), 9.8x EBITDA (2025E), 8.4x Adj EBITDA after synergies (2025E), 8.69x sales (2025E);
>50% vote target; >50% vote acquiror; HSR expiry; FERC; Tax opinion;
EVBG
Everbridge, Inc.
Thoma Bravo
05-February-24
15-May-24
Merger
Friendly
Tech
35.00000
0.00000
34.78000
1800.00000
0.47121
0.23000
-10.98000
0.01
0.02
0.00000
35.00000
34.77000
0.22000
0.29149
9
Qatalyst
Cooley
Kirkland
Definitive agreement; Everbridge, Inc. is a global leader in critical event management (CEM) and national public warning solutions; The transaction is expected to help accelerate the Companys continued growth at a time of rising global uncertainty and increased prioritization of public safety and operational continuity; Everbridge was founded in the aftermath of 9/11 with the mission of helping to keep people safe and organizations running amid critical situations. Its suite of Software-as-a-Service (SaaS) products encompassing mass notification, IT incident management, travel risk management, physical security information management, population alerting, and risk intelligence, has positioned Everbridge as a trusted partner to meet the evolving needs of a diverse base of 6,500+ customers through a comprehensive and unified interface; Everbridge customers include multi-national enterprises across industries such as financial services, manufacturing, retail, transportation, energy & gas, and education, as well as national, state, and local government bodies and U.S. Federal agencies; The transaction, which was approved by the Everbridge Board of Directors, is expected to close in the second calendar quarter of 2024, subject to customary closing conditions, including approval by Everbridge shareholders and the receipt of required regulatory approvals; The transaction is not subject to a financing condition; The agreement includes a 25-day go-shop period expiring on February 29, 2024, which permits the Everbridge Board and its advisors to actively initiate and solicit alternative acquisition proposals from certain third parties; Also on February 4, 2024, in connection with the execution of the Merger Agreement, the Thoma Bravo Fund delivered to Everbridge an equity commitment letter pursuant to which the Thoma Bravo Fund has committed to invest in Parent the cash amounts set forth therein for the purpose of funding up to the full amount of the aggregate merger consideration payable therein; Outside date August 4, 2024, which may be extended to November 4, 2024 if certain closing conditions related to the receipt of required regulatory approvals have not been satisfied; Valuation: 17.3x EPS (2024E), 15.2x EBITDA (2025E), 3.73x sales (2025E); Signed CA November 18, 2023; Mar 1 2024 bumped bid from $28.60 to $35.00 due to "superior proposals" during go-shop, up 22.4%;
>50% vote target; HSR expiry (filed Feb 16 2024, attained Mar 18 2024);
FNCB
PFIS
FNCB Bancorp, Inc.
Peoples Financial Services Corp.
27-September-23
30-June-24
Merger
Friendly
Financial
0.00000
0.14600
5.47000
129.00000
0.05130
0.09514
-0.17347
0.04
0.35
0.00000
5.50514
5.41000
0.12736
0.16697
55
Stephens
Cedar Hill / DA Davidson
Cozen
Troutman
Definitive agreement; FNCB Bancorp, Inc. is the $1.9 billion bank holding company of FNCB Bank. Locally-based since 1910, FNCB Bank continues as a premier community bank in Northeastern Pennsylvania offering a full suite of personal, small business and commercial banking solutions with industry-leading mobile, online and in-branch products and services; Under the terms of the definitive agreement, which was unanimously approved by the boards of directors of both companies, upon the completion of the merger, the FNCB shareholders would receive 0.1460 shares of Peoples common stock for each share of FNCB common stock they own; The pro forma post-merger shareholder ownership split would be approximately 71% for Peoples and 29% for FNCB; Strategic merger that creates a bank holding company with nearly $5.5 billion in assets and a combined market capitalization of approximately $444 million; The transaction is projected to deliver 59% EPS accretion to Peoples 2025 estimated EPS and inclusive of all merger synergies, with a tangible book value earn-back period of 2.4 years; The transaction is projected to be 40+ accretive to FNCBs EPS. In addition, post-closing, Peoples plans to raise its quarterly dividend to $0.6175 per share, or to $2.47 per share on an annual basis, which will create no dilution for FNCB shareholders. Peoples post-closing annual cash dividend is projected to be 51%+ higher than current levels; The transaction is expected to close in the first half of 2024, subject to satisfaction of customary closing conditions, including regulatory approvals and shareholder approval from both Peoples and FNCB shareholders; FNCB directors have entered into agreements with Peoples pursuant to which they have committed to vote their shares of FNCB common stock in favor of the merger. Peoples directors have entered into agreements with FNCB pursuant to which they have committed to vote their shares of Peoples common stock in favor of the merger; Valuation: 1.0x BVPS, 1.0x TBVPS; Outside date Sept 27 2024;
>50% vote target; >50% vote acquiror; Fed; FDIC;
FREE
Whole Earth Brands, Inc.
Sababa Holdings FREE, LLC (Martin Franklin)
13-February-24
30-May-24
Merger
Friendly
Food
4.87500
0.00000
4.84000
637.17175
0.56250
0.04500
-1.71000
0.20780
0.03
0.03
0.00000
4.87500
4.83000
0.03500
0.11606
24
Jefferies
Citi
DLA
Greenberg
Definitive agreement; Whole Earth Brands, Inc. is a global food company enabling healthier lifestyles through premium plant-based sweeteners, flavor enhancers and other foods; A 56% premium over the Companys share price at market close on June 23, 2023 prior to receiving Sababas initial $4.00 per share bid; A special committee of the Companys board of directors (the Board), consisting solely of disinterested members of the Board (the Special Committee), in consultation with its independent financial and legal advisors, unanimously recommended the Transaction and the disinterested members of the Board unanimously approved the Transaction; Conclusion of a comprehensive review of strategic alternatives; The Transaction is expected to close in the second quarter of 2024; Consummation of the Transaction is conditioned on, among other things, the approval at a special meeting of the Companys stockholders (i) of the holders of a majority in voting power of the Companys outstanding stock and (ii) of the holders of 66 2/3% of the Companys outstanding stock not owned by Sababa, and is subject to other customary closing conditions, including the expiration of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976; The Transaction is not subject to any financing conditions; Silver Point Finance LLC and Fortress Credit Corp. and its affiliates are providing debt financing in connection with the Transaction; Sweet Oak is a Delaware limited liability company that is controlled by Sir Martin E. Franklin and owns Royal Oak Enterprises, LLC (Royal Oak). Sir Martin is also the controlling member of Sababa. Upon completion of the Transaction, Rhone Capital VI L.P. (through certain affiliated funds) will become an indirect owner of Sweet Oak, which will own both the Company and Royal Oak. Royal Oak is a leading manufacturer and distributor of branded and private label fire building products, including charcoal, artificial firelogs, matches, lighter fluid and other consumable products; Martin Franklin owns 8.9 million shares (20.8%); Valuation: 12.8x EPS (2025E), 7.4x EBITDA (2025E), 1.10x sales (2025E); Outside date August 12, 2024; Pursuant to a commitment letter, dated February 11, 2024 (the Debt Commitment Letter), provided to Parent by Silver Point Finance, LLC (acting directly or indirectly through its parent or one or more of its direct or indirect affiliates, managed funds or accounts) and Fortress Credit Corp., on behalf of itself and/or as agent on behalf of one or more funds or accounts managed by affiliates of Fortress Credit Corp. (collectively, the Initial Incremental Lenders), the Initial Incremental Lenders committed to provide, on the terms and subject to the conditions set forth in the Debt Commitment Letter, at or prior to the closing of the Merger, an incremental term loan facility of $375,000,000, subject to certain customary conditions; Pursuant to an equity commitment letter, dated February 12, 2024, Sweet Oak Holdings LP, a newly formed Delaware limited partnership which indirectly owns Parent (Newco), has committed to purchase, or cause to be purchased, directly or indirectly, at or prior to the Effective Time, securities of Parent for an aggregate purchase price in cash not to exceed $300,000,000, subject to the terms and conditions set forth in the equity commitment letter. The commitment contemplated by the equity commitment letter will be funded by Newco via the proceeds of an equity investment in Newco to be made by Rhone Partners VI L.P., a Cayman Islands limited partnership, Rhone Offshore Partners VI L.P., a Cayman Islands limited partnership, and Rhone Partners VI (DE) L.P, a Delaware limited partnership (collectively, the Guarantors), contemporaneously with the Closing, subject to the satisfaction of certain conditions precedent to such investment beyond the conditions set forth in the Merger Agreement; Signed CA August 14, 2023;
>50% vote target; 66 2/3 of minority vote target; HSR expiry (filed Mar 4 2024, attained Apr 3 2024);
FUSN
AZN
Fusion Pharmaceuticals Inc.
AstraZeneca
19-March-24
31-May-24
Plan
Friendly
Biotech
21.00000
0.00000
21.40000
2400.00000
1.25564
-0.09000
-11.94700
0.31000
0.03
0.00
0.30000
21.30000
21.39000
-0.10000
-0.06613
25
Centerview
Goodwin / Osler
Freshfields / Blakes
Definitive agreement; Fusion Pharmaceuticals Inc. is a clinical-stage oncology company focused on developing next-generation radioconjugates (RCs) as precision medicines; Transaction includes actinium-based clinical-stage radioconjugate targeting PSMA for prostate cancer, pipeline of radioconjugates and state-of-the-art R&D and manufacturing facilities; Fusion shareholders to receive $21.00 per share in cash at closing plus a non-transferrable contingent value right (CVR) of $3.00 per share, representing a total transaction value of approximately $2.4 billion including the CVR; The acquisition marks a major step forward in AstraZeneca delivering on its ambition to transform cancer treatment and outcomes for patients by replacing traditional regimens like chemotherapy and radiotherapy with more targeted treatments; This acquisition complements AstraZenecas leading oncology portfolio with the addition of the Fusion pipeline of RCs, including the Companys most advanced program, FPI-2265, a potential new treatment for patients with metastatic castration-resistant prostate cancer (mCRPC); The acquisition brings new expertise and pioneering R&D, manufacturing and supply chain capabilities in actinium-based RCs to AstraZeneca. It also strengthens their presence in and commitment to Canada.; The proposed acquisition of Fusion is to be completed by way of a statutory plan of arrangement under the Canada Business Corporations Act and subject to customary closing conditions, including approval of (i) 6623% of the votes cast by Fusion shareholders and (ii) a simple majority of the votes cast by Fusion shareholders (excluding certain persons required to be excluded in accordance with Multilateral Instrument 61-101 of the Canadian Securities Administrators), in each case, at a special meeting of Fusion shareholders; The transaction is expected to close in the second quarter of 2024, subject to customary closing conditions, including the approval of Fusion shareholders and regulatory clearances; Outside date September 18, 2024 (which date will be automatically extended up to two times for three months each in the event certain conditions are not satisfied); The CVRs represent the right to receive the Milestone Payment (as defined in the CVR Agreement) upon the acceptance by the U.S. Food and Drug Administration (FDA) of Fusions first submission by the Selling Entities of a New Drug Application or a Biologics License Application (together, an NDA) to the FDA, and confirmation of acceptance by the FDA of such NDA, for any product that contains the product candidate referred to by Fusion as FPI-2265 (Ac225-PSMA I&T) (the Product), which, if approved, would grant the Selling Entities the right to market, distribute and sell the Product for the treatment of metastatic castration resistance prostate cancer in the United States (the Milestone) is achieved by August 31, 2029; In connection with the execution of the Arrangement Agreement, certain Shareholders, directors and executive officers of Fusion (collectively, the Supporting Shareholders) holding in the aggregate approximately 31% of the outstanding Shares entered into voting and support agreements; Signed CA February 29, 2024;
66 2/3 vote target; Majority of minority vote target; Investment Canada (filed Mar 25 2024); Competition Canada (filed Mar 28 2024, attained Apr 30 2024); HSR expiry (filed Mar 22 2024, attained Apr 23 2024);
GAN
6460
GAN Limited
Sega Sammy Creation Inc.
08-November-23
15-November-24
Merger
Friendly
Games
1.97000
0.00000
1.21000
75.75351
1.21348
0.77000
-0.31000
0.08
0.71
0.00000
1.97000
1.20000
0.76000
1.52910
193
B Riley
SMBC
Sheppard
Greenberg
Definitive agreement; GAN Limited is a leading North American B2B technology provider of real money internet gaming solutions and a leading International B2C operator of Internet sports betting; The Sega Sammy Holdings, Inc. the holding company for a group of companies comprising the Entertainment Contents Business, which offers a diversity of fun through consumer and arcade game content, toys and animation; the Pachislot and Pachinko Machines Business, which conducts everything from development to sales of Pachinko/Pachislot machines; and the Resort Business, which develops and operates hotels; The proposed merger is subject to the approval of GAN shareholders. The Company will ask its shareholders to consider and vote to approve the Merger Agreement at a Special Meeting of Shareholders, which is expected to be held no later than March 31, 2024; Completion of the merger is not subject to a financing condition but is subject to the accuracy of the representations and warranties, performance of the covenants and other agreements included in the Merger Agreement, and customary closing conditions for a transaction of this type, including notification or approval with various gaming regulatory authorities. Assuming satisfaction of those conditions, the Company expects the merger to close during the fourth quarter of 2024; The Company anticipates that this will take some time, and that the closing of the Merger may not occur until late 2024 or early 2025; Outside date February 7, 2025; Valuation: 10.1x EBITDA (2024E), 0.46x sales (2024E);
>50% vote target; CFIUS; HSR expiry; Gaming approvals;
HA
ALK
Hawaiian Holdings, Inc.
Alaska Air Group, Inc.
03-December-23
02-June-25
Merger
Friendly
Industrial
18.00000
0.00000
12.94000
1900.00000
2.70370
5.07000
-8.07000
0.02
0.39
0.00000
18.00000
12.93000
5.06000
0.35983
392
Barclays
BofA / PJT
Wilson
OMelveny
Definitive agreement; Hawaiian is Hawaiis biggest and longest-serving airline. Hawaiian offers approximately 150 daily flights within the Hawaiian Islands, and nonstop flights between Hawaii and 15 U.S. gateway cities more than any other airline as well as service connecting Honolulu and American Samoa, Australia, Cook Islands, Japan, New Zealand, South Korea and Tahiti; Combined company to maintain Alaska Airlines and Hawaiian Airlines strong, high-quality brands, supported by a single, compelling loyalty offering; Expands fifth largest U.S. airline to a fleet of 365 narrow and wide body airplanes enabling guests to reach 138 destinations through our combined networks and more than 1,200 destinations through the oneworld Alliance; $235 million of expected run-rate synergies; The combined company will unlock more destinations for consumers and expand choice of critical air service options and access throughout the Pacific region, Continental United States and globally; The transaction is expected to enable a stronger platform for growth and competition in the U.S., as well as long-term job opportunities for employees, continued investment in local communities and environmental stewardship; Expected to generate high single digit earnings accretion for Alaska Airlines within the first two years (high-teens three+ years) post-close and mid-teens ROIC by year three, excluding integration costs, with returns above Alaska Airlines cost of capital; The transaction agreement has been approved by both boards; The acquisition is conditioned on required regulatory approvals, approval by Hawaiian Holdings, Inc. shareholders (which is expected to be sought in the first quarter of 2024), and other customary closing conditions. It is expected to close in 12-18 months; Valuation: 184.5x EBITDA (2024E), 0.63x sales (2024E); Hawaiian Airlines is already the states largest carrier and the airlines said that together they will have more than 50% market share there; June 2, 2025, which may be extended to December 2, 2025 in certain circumstances; Mar 27 2024 entered into a timing agreement with the DOJ;
>50% vote target; HSR Expiry (filed Jan 8 2024, received second request from DoJ Feb 7 2024, entered into a timing agreement with the DOJ Mar 27 2024, certified substantial compliance with the Second Request May 7 2024); FCC; U.S. Federal Aviation Administration; U.S. Department of Transportation;
HAYN
ANIOY
Haynes International, Inc.
Acerinox
05-February-24
05-August-24
Merger
Friendly
Industrial
61.00000
0.00000
59.39000
970.00000
0.08715
2.09000
-2.81764
0.03
0.43
0.00000
61.22000
59.13000
2.08000
0.14874
91
Jefferies
GS
Kirkland
Paul / Linklaters
Definitive agreement; Haynes International, Inc. is a leading developer, manufacturer and marketer of technologically advanced high-performance alloys; As part of this transaction, Acerinox has committed to investing an additional $200 million into its U.S. operations, including $170 million into Haynes operations; Headquartered in Madrid, Spain, Acerinox is a global leader in manufacturing stainless-steel and high-performance alloys and its subsidiary, North American Stainless, is the largest fully integrated stainless-steel company in the U.S.; The transaction, which has been unanimously approved by the board of directors of both companies, is expected to close in the third calendar quarter of 2024, subject to satisfaction of customary closing conditions, including receipt of regulatory approval and approval by Haynes stockholders; The transaction has been unanimously approved by the Boards of Directors of Haynes and Acerinox; Estimated annual synergies of $71 million; Acerinox plans to finance the transaction using existing available cash on its balance sheet. The transaction includes the absorption of Hayness debt and other adjustments of approximately $172 million. The pro-forma debt of Acerinox is expected to reach 1.5x NFD/EBITDA in 2024, and then fall to 1.2x in 2025, in line with Acerinoxs target through the cycle; The transaction is expected to be immediately accretive to Acerinoxs earnings per share in its first year of ownership, even prior to the realization of $71 million in estimated annual synergies. In addition, the return on capital employed (ROCE) target of 15% is expected to be reached in year one; Acerinox has 31% market share in the U.S.; Valuation: 12.6x EPS (2025E), 9.4x EBITDA (2025E), 5.6x Adj EBITDA after synergies (2025E), 1.51x sales (2025E); Outside date Feb 4 2025 (subject to an automatic extension until August 4, 2025, and a second extension until February 4, 2026, in each case under certain circumstances for the purpose of obtaining certain regulatory approvals); May 2 2024 announced Austrian FCA phase II investigation May 2 2024;
>50% vote target; HSR expiry (filed Feb 16 2024, attained Mar 19 2024); CFIUS (filed Mar 1 2024); Austrian FCA (phase II investigation May 2 2024);
HCP
IBM
HashiCorp Inc.
IBM
24-April-24
01-December-24
Merger
Friendly
Tech
35.00000
0.00000
32.83000
6400.00000
0.46016
2.18000
-8.85000
0.43000
0.04
0.20
0.00000
35.00000
32.82000
2.17000
0.11830
209
Qatalyst
Wilson
Paul
Definitive agreement; HashiCorps suite of products provides enterprises with extensive Infrastructure Lifecycle Management and Security Lifecycle Management capabilities to enable organizations to automate their hybrid and multi-cloud environments; $6.4 billion acquisition adds suite of leading hybrid and multi-cloud lifecycle management products to help clients grappling with todays AI-driven application growth and complexity; HashiCorps capabilities to drive significant synergies across multiple strategic growth areas for IBM, including Red Hat, watsonx, data security, IT automation and Consulting; As a part of IBM, HashiCorp is expected to accelerate innovation and enhance its go-to-market, growth and monetization initiatives; Transaction expected to be accretive to Adjusted EBITDA within the first full year, post close, and free cash flow in year two; The acquisition of HashiCorp by IBM creates a comprehensive end-to-end hybrid cloud platform built for AI-driven complexity. The combination of each companys portfolio and talent will deliver clients extensive application, infrastructure and security lifecycle management capabilities; HashiCorp will be acquired with available cash on hand; The boards of directors of IBM and HashiCorp have both approved the transaction. The acquisition is subject to approval by HashiCorp shareholders, regulatory approvals and other customary closing conditions; The Companys largest shareholders and investors, who collectively hold approximately 43% of the voting power of HashiCorps outstanding common stock, entered into a voting agreement with IBM pursuant to which each has agreed to vote all of their common shares in favor of the transaction and against any alternative transactions; The transaction is expected to close by the end of 2024; Valuation: 9.91x sales (2025E); HCPs Terraform and RHT/IBMs Ansible overlap in infrastructure provisioning (Terraform vs Ansible Playbook), but IBM says Terraform and Ansible are very complimentary tools.; Outside date April 24, 2025, which may be extended to as late as October 24, 2025;
>50% vote target; HSR expiry;
HES
CVX
Hess Corporation
Chevron Corporation
23-October-23
15-November-24
Merger
Friendly
Oil & Gas
0.00000
1.02500
157.53999
60000.00000
0.04896
4.43125
-3.12249
0.03
0.59
0.00000
161.85126
157.42000
8.35392
0.10273
193
GS / JPMorgan
MS / Evercore
Wachtell
Paul
Definitive agreement; Hess Corporation is a leading global independent energy company engaged in the exploration and production of crude oil and natural gas with leading positions offshore Guyana, the Bakken shale play in North Dakota, the deepwater Gulf of Mexico and the Gulf of Thailand; The acquisition of Hess upgrades and diversifies Chevrons already advantaged portfolio. The Stabroek block in Guyana is an extraordinary asset with industry leading cash margins and low carbon intensity that is expected to deliver production growth into the next decade. Hess Bakken assets add another leading U.S. shale position to Chevrons DJ and Permian basin operations and further strengthen domestic energy security. The combined company is expected to grow production and free cash flow faster and for longer than Chevrons current five-year guidance; The transaction is expected to achieve run-rate cost synergies around $1 billion before tax within a year of closing; The transaction has been unanimously approved by the Boards of Directors of both companies and is expected to close in the first half of 2024; The acquisition is subject to Hess shareholder approval. It is also subject to regulatory approvals and other customary closing conditions; Valuation: 19.1x EPS (2024E), 8.5x EBITDA (2024E), 5.01x sales (2024E); Outside date April 18, 2024 (automatically be successively extended to October 22, 2024, April 22, 2025 and October 22, 2025 if all required applicable regulatory approvals have not been obtained by what would otherwise be the End Date but all other conditions to closing have been satisfied); Dec 7 2023 received second request from the FTC;
>50% vote target; HSR expiry (Dec 7 2023 received second request from the FTC);
HIBB
Hibbett, Inc.
JD Sports Fashion plc
23-April-24
01-August-24
Merger
Friendly
Consumer
87.50000
0.00000
86.53000
1100.00000
0.20027
1.09000
-13.51000
0.03
0.07
0.00000
87.50000
86.41000
1.08000
0.05349
87
Solomon
Baird / Rothschild
Bass
Freshfields
Definitive agreement; Hibbett, Inc. is an athletic-inspired fashion retailer. Hibbett, headquartered in Birmingham, Alabama, is a leading athletic-inspired fashion retailer with 1,169 Hibbett, City Gear and Sports Additions specialty stores located in 36 states nationwide; The Board of Directors of Hibbett has unanimously approved the definitive merger agreement and the transaction; The transaction is expected to close in the second half of 2024, subject to receipt of Hibbett stockholder approval, receipt of required regulatory approvals, and the satisfaction of other customary conditions to closing; The transaction is not subject to a financing condition; Under the terms of the definitive merger agreement, Hibbett has agreed to suspend the payment of dividends on its common stock, as well as the purchase of shares under its existing Stock Repurchase Program, through the closing of the transaction; Valuation: 10.7x EPS (2025E), 6.1x EBITDA (2025E), 0.63x sales (2025E); Outside date January 23, 2025 (can be extended to July 23, 2025); Signed CA November 5, 2023;
>50% vote target; HSR expiry;
HMST
FSUN
HomeStreet, Inc.
FirstSun Capital Bancorp
16-January-24
31-December-24
Merger
Friendly
Financial
0.00000
0.38670
10.46000
286.00000
0.21180
2.83780
0.03
0.00
0.00000
13.14780
10.31000
3.22052
0.51459
239
Keefe
Stephens
Sullivan
Nelson
Definitive merger agreement; HomeStreet, Inc., headquartered in Seattle, Washington, operates as the bank holding company for HomeStreet Bank that provides commercial, mortgage, and consumer/retail banking services primarily in the Western United States. The company offers personal and business checking, savings accounts, interest-bearing, money market accounts, and certificates of deposit; credit cards, insurance, and cash management services; 30%+ accretion to FSUNs 2025 estimated EPS; $175 million equity raise, led by Wellington Management, is fully committed; Combination will create a premier bank operating in the nations best markets in the Southwest and West Coast; FirstSun also announced today that it has entered into investment agreements with investors to raise capital to support the merger, led by Wellington Management (Wellington, and combined the Investors). In aggregate, $175 million of common stock will be issued to those Investors: (a) $80 million of which will be issued to Wellington immediately following todays merger announcement, and (b) the remaining $95 million of which will be issued concurrently with, and subject to, closing of the merger (acquisition equity). The proceeds of this capital are expected to support the pro forma companys balance sheet, resulting in CET1 of 9%+ pro forma at the consolidated BHC level and 10%+ at the bank level; Upon completion of the merger, the shares issued to HomeStreet shareholders are expected to comprise 22% of the outstanding shares of the combined company, the shares issued to Investors in the common stock issuance are expected to represent 14% of the combined company, and the expected remaining ownership of 64% will be held by legacy FirstSun common shareholders; Once completed, the merger will create a premier regional bank with $17 billion in total assets and 129 branch locations across some of the most attractive markets in the United States. The expanded footprint complements FirstSuns current presence in the high growth markets of the Southwest to include HomeStreets strong presence in Southern California, Hawaii, and other key markets in the Pacific Northwest; The financial benefits of the transaction are compelling, with estimated 2025 EPS accretion of 30%+ and a < 2 years earn back on tangible book value dilution; The parties expect the closing of the merger to occur in the middle of 2024, subject to satisfaction of closing conditions, including receipt of customary required regulatory approvals and requisite approval by the shareholders of each company. Principal FirstSun investors, as well as members of the HomeStreet Board of Directors, have executed voting agreements committing to support the transaction. The acquisition equity capital is expected to close concurrently with the merger, subject to the concurrent closing of the merger and other closing conditions; Valuation: 0.56x TBV, 0.55x BV, 15.1x EPS (2025E); Outside date January 16, 2025; Apr 30 2024 revised consideration downward -11.0% to 0.3867x shares;
>50% vote target; Fed; FDIC;
HOLI
Hollysys Automation Technologies Ltd.
Ascendent Capital Partners
11-December-23
30-May-24
Merger
Friendly
Industrial
26.50000
0.00000
23.74000
1660.00000
0.42015
2.85000
-4.99000
0.02
0.36
0.00000
26.50000
23.65000
2.84000
4.61077
24
DB
Davis / Mourant / Haiwen
Morrison / Zhong
Agreement; Hollysys is a leading automation control system solutions provider in China, with overseas operations in eight other countries and regions throughout Asia; Hollysys Board has unanimously approved Ascendents all cash offer at 42% premium to the unaffected price as of 23 August 2023; Agreement marks culmination of formal sale process conducted by Special Committee of independent directors; Ascendent Capital Partners is an international private investment firm headquartered in Hong Kong; The acquisition, which concludes a months-long sale process, will be completed through an all-cash transaction valued at approximately US$1.66bn; The Board of Directors of Hollysys (the "Board"), upon the unanimous recommendation of the Special Committee of independent directors, has given its unanimous approval for the transaction; The Board formed the Special Committee of independent directors on October 2, 2023 to run the sale process with the assistance of external advisors. Throughout the process, the Special Committee engaged in extensive discussions with multiple credible offerors who expressed interest in acquiring the Company and a number of buyers participated in such sale process; The deal will be subject to shareholder approval by the Company and certain closing conditions, including customary regulatory approval; Valuation: 14.1x EPS (LTM), 13.8x EBITDA (LTM), 2.06x sales (LTM); Outside date December 11, 2024 (automatically be extended by up to two periods of additional sixty days each); Dec 27 2023 announced end of go-shop, while company received additional offers, non constituted a superior proposal; Unsolicited proposal at $29.00 on Dec 24 2023, a 9.4% premium to Ascendent Capital friendly $26.50 deal; The Consortium is fully confident that its new proposal, at an attractive premium for Hollysys shareholders and backed by credible financing, will be deemed superior by the Hollysys Board; The Consortium stands ready to engage with the Hollysys Board, conclude the due diligence process and sign a merger agreement prior to January 22, 2024; Dazheng Group Acquisition Limited is a BVI-incorporated financial investor founded by sophisticated entrepreneurs and investment banking professionals; Feb 8 2024 shareholders approved Ascendent Capital Partners buyout, received notices of objection from more than 10% of shares;
>50% vote target; China ODI (filed Jan 2 2024); China NDRC; China NSR (filed Jan 5 2024); <10% dissent;
HPGSF
Hipgnosis Songs Fund Limited
Alchemy Copyrights, LLC (Concord Chorus / Apollo)
18-April-24
15-August-24
Scheme
Friendly
Consumer
1.16000
0.00000
1.46000
1402.69995
0.29176
-0.10000
-0.36200
0.29380
0.00
0.00
0.00000
1.16000
1.26000
-0.11000
-0.28117
101
Singer
JPMorgan
Mourant / Carey
Reed / Latham / DLA
Recommended cash offer to be implemented by means of a Court-sanctioned scheme of arrangement under Part VIII of the Companies (Guernsey) Law, 2008 (as amended); In addition, if prior to the date falling five Business Days prior to the Court Hearing, the Investment Adviser, Hipgnosis (together with Hipgnosis Sub) and Bidco have entered into a tripartite agreement to terminate the Investment Advisory Agreement (the "IAA Termination Agreement") with effect from the Effective Date, Scheme Shareholders will be entitled to share in an aggregate additional consideration of up to US$25 million (the "Contingent Consideration"). The Contingent Consideration, if payable, will be equal to US$25 million less any amount payable to the Investment Adviser under the IAA Termination Agreement (the "Contingent Consideration Amount"). For the avoidance of doubt, such amount being reduced from the US$25 million would exclude any sums payable to the Investment Adviser in satisfaction of accrued fees and expenses due under the terms of the Investment Advisory Agreement, and any other fees and expenses incurred in relation to the IAA Termination Agreement. If the Contingent Consideration is payable, Scheme Shareholders will each receive for each Scheme Share held, the Contingent Consideration Amount divided by the number of Hipgnosis Shares in issue at the Scheme Voting Record Time rounded down, on a per share basis, to the nearest US$0.001. The maximum amount of Contingent Consideration a Scheme Shareholder may therefore receive is US$0.020 per Scheme Share; Hipgnosis Board intends to unanimously recommend that Scheme Shareholders vote in favour of the Scheme at the Court Meeting and that Hipgnosis Shareholders vote in favour of the Resolution at the General Meeting; In addition to the irrevocable undertakings given by the Hipgnosis Directors as set out above, Bidco has received irrevocable undertakings to vote in favour of the Scheme at the Court Meeting, and in favour of the Resolution to be proposed at the General Meeting (or, in the event that the Acquisition is implemented by way of a Takeover Offer, to accept or procure acceptance of the Takeover Offer), from Asset Value Investors Limited, CCLA Investment Management, Schroder & Co Limited, J O Hambro Capital Management Limited, Madison Avenue Partners, LP, Gresham House Asset Management Ltd, Hawksmoor Investment Management and Premier Fund Managers Limited in respect of, in aggregate, 284,917,641 Hipgnosis Shares representing approximately 23.56 per cent. of Hipgnosis issued share capital as at the Latest Practicable Date; Bidco has also received a letter of intent to vote in favour of the Scheme at the Court Meeting, and in favour of the Resolution to be proposed at the General Meeting (or, in the event that the Acquisition is implemented by way of a Takeover Offer, to accept or procure acceptance of the Takeover Offer), from Investec Wealth & Investment Limited in respect of, in aggregate, 70,000,000 Hipgnosis Shares representing approximately 5.79 per cent. of Hipgnosis issued share capital as at the Latest Practicable Date; The total number of Hipgnosis Shares which are therefore subject to irrevocable undertakings or a letter of intent received by Bidco from Hipgnosis Shareholders is 355,245,437 Hipgnosis Shares, representing in aggregate approximately 29.38 per cent; In order to become Effective, the Scheme must be approved by a majority in number of Scheme Shareholders voting at the Court Meeting, either in person or by proxy, representing at least 75 per cent. of the voting rights of such Scheme Shareholders. In addition, the Resolution, a special resolution to authorise the Hipgnosis Directors to take all actions necessary for carrying the Scheme into effect and to amend the Hipgnosis Articles, must be passed by Hipgnosis Shareholders (either in person or by proxy) representing at least 75 per cent. of the votes cast on that resolution at the General Meeting; It is expected that the Court Meeting and the General Meeting will be held on or around 10 June 2024; The Acquisition will be financed by a combination of debt and equity financing. The equity financing will be provided by Concord and the Apollo Funds, and the debt financing will be provided by the Apollo Funds; Valuation: 1.04x NAV; Outside date Nov 5 2024;
75% vote; EC ; UK CMA;
HRT
HireRight Holdings Corporation
General Atlantic / Stone Point Capital
16-February-24
30-May-24
Merger
Friendly
Tech
14.35000
0.00000
14.35000
1650.00000
0.42786
0.01000
-4.29000
0.75000
0.02
0.00
0.00000
14.35000
14.34000
0.00000
0.00000
24
Centerview
GS / RBC
Davis
Paul / Simpson
Definitive agreement; HireRight Holdings Corporation a leading provider of global background screening services and workforce solutions; The Sponsors are currently the beneficial owners of approximately 75% of the Companys outstanding shares of common stock; Dec 11 2023 received unsolicited proposal from General Atlantic and Stone Point Capital at $12.75 cash per share; HireRights Board of Directors formed a Special Committee (the Special Committee), comprised solely of independent directors and advised by its own independent legal and financial advisors, to evaluate the proposal from the Sponsors as well as other alternative proposals or other strategic alternatives; The Special Committee unanimously recommended that the Board approve the transaction, and acting upon the recommendation of the Special Committee, the Board approved the transaction; The transaction is expected to close in mid-2024, subject to approval by stockholders of a majority of the shares not owned by the Sponsors, receipt of regulatory approvals, including receipt of clearance under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, and other customary closing conditions; Valuation: 9.2x EPS (2025E), 7.8x EBITDA (2025E), 2.02x sales (2025E); Outside date August 15, 2024; A group of lenders, including Goldman Sachs and Royal Bank of Canada (the Lenders), have committed to provide Parent with debt financing in an aggregate principal amount of $250 million on the terms and subject to the conditions set forth in a debt commitment letter. The obligations of the Lenders to provide debt financing under the debt commitment letter are subject to customary closing conditions; Parent has delivered limited guarantees from General Atlantic Partners 100, L.P., Trident VII, L.P., Trident VII Parallel Fund, L.P., Trident VII DE Parallel Fund, L.P., and Trident VII Professionals Fund, L.P. (the Guarantors) in favor of the Company and pursuant to which, on the terms and subject to the conditions contained therein, the Guarantors are guaranteeing payment of the Parent Termination Fee payable by Parent under certain circumstances, as well as up to $2 million of enforcement costs and certain indemnification and reimbursement obligations that may be owed by Parent pursuant to the Merger Agreement, subject to the terms and conditions set forth in the Merger Agreement and limited guarantees provided by the Guarantors to the Company;
>50% vote target; HSR expiry (attained Apr 1 2024);
HTLF
UMBF
Heartland Financial, USA Inc.
UMB Financial Corporation
29-April-24
31-March-25
Merger
Friendly
Financial
0.00000
0.55000
43.54000
2000.00000
0.28061
1.90950
-8.00575
0.04
0.19
0.00000
45.24950
43.34000
3.71929
0.09564
329
Keefe
BofA
Wachtell
Davis
Definitive merger agreement; Founded in 1981, HTLF is headquartered in Denver and has $19.4 billion in assets, $16.2 billion in total deposits and $12.1 billion in total loans, as of March 31, 2024. The combination of companies will create a leading, regional banking powerhouse, spanning a 13-state branch footprint, adding California, Minnesota, New Mexico, Iowa and Wisconsin to UMBs existing eight-state footprint, which includes Missouri, Illinois, Colorado, Kansas, Oklahoma, Nebraska, Arizona and Texas; This transaction, the largest in UMBs 111-year history, will result in UMB having $64.5 billion in assets, elevating it to the top 5% of the 616 publicly traded banks in the U.S. The transaction will increase UMBs private wealth managements AUM/AUA by 31% and nearly doubles its retail deposit base. It will also add 107 branches and 237 ATMs to UMBs 90 branches and 238 ATMs, dramatically expanding the network for both companies customers; HTLF stockholders are expected to collectively represent approximately 31% of the combined company; The transaction is subject to customary closing conditions, including regulatory approvals and approval by UMB shareholders and HTLF stockholders, and is expected to close in the first quarter of 2025; Outside date October 28, 2025; Valuation: 9.7x EPS (2025E), 1.07x BV, 1.59x TBV;
>50% vote target; >50% vote acquiror; Fed; FDIC;
JNPR
HPE
Juniper Networks, Inc.
Hewlett Packard Enterprise
09-January-24
31-December-24
Merger
Friendly
Tech
40.00000
0.00000
34.53000
14302.09961
0.35593
6.14000
-4.53325
0.03
0.58
0.00000
40.66000
34.52000
6.13000
0.28356
239
GS
JPMorgan / Qatalyst
Skadden
Wachtell / Covington / Freshfields
Definitive agreement; Juniper Networks, Inc. is a leader in AI-native networks; Highly complementary combination enhances secure, unified, cloud and AI-native networking to drive innovation from edge to cloud to exascale; Accelerates long-term revenue growth and expands gross and operating margin; Expected to be accretive to non-GAAP EPS and free cash flow in year 1, post close; Advances HPEs portfolio mix shift toward higher-growth solutions and strengthens high-margin networking business; Combining HPE and Junipers complementary portfolios supercharges HPEs edge-to-cloud strategy with an ability to lead in an AI-native environment based on a foundational cloud-native architecture; Under the terms of the agreement, which has been unanimously approved by the Boards of Directors of HPE and Juniper, Juniper shareholders will receive $40.00 per share in cash upon the completion of the transaction; The transaction is expected to be funded based on financing commitments for $14 billion in term loans. Such financing will ultimately be replaced, in part, with a combination of new debt, mandatory convertible preferred securities, and cash on the balance sheet; The transaction is currently expected to close in late calendar year 2024 or early calendar year 2025, subject to receipt of regulatory approvals, approval of the transaction by Juniper shareholders, and satisfaction of other customary closing conditions; The combination is expected to achieve operating efficiencies and run-rate annual cost synergies of $450 million within 36 months post close; Committed financing for the transaction has been provided by Citigroup Global Markets Inc., JPMorgan Chase Bank, N.A. and Mizuho Bank, Ltd; Valuation: 15.6x EPS (2025E), 11.9x EBITDA (2025E), 8.7x Adj EBITDA after synergies (2025E), 2.60x sales (2025E); Outside date January 9, 2025, subject to three automatic three (3)-month extensions; Company is permitted to continue paying regular quarterly dividends, substantially in accordance with past practice, at a quarterly rate not to exceed $0.22 per share; Signed CA October 2, 2023; In connection with its entry into the Merger Agreement, Parent obtained a debt commitment letter from Citigroup Global Markets Inc., JPMorgan Chase Bank, N.A. and Mizuho Bank, Ltd. for a $14 billion senior unsecured delayed draw term loan facility, composed of an $11 billion 364-day tranche and a $3 billion three-year tranche, subject to customary conditions. Such financing will ultimately be replaced, in part, with a combination of new debt, mandatory convertible preferred securities, and cash on the balance sheet;
>50% vote target; HSR expiry; EC;
LABP
ABBV
Landos Biopharma, Inc.
AbbVie Inc.
25-March-24
20-June-24
Merger
Friendly
Biotech
20.42000
0.00000
22.30000
137.50000
1.60792
-0.58600
-13.86284
0.57600
0.05
0.00
1.11400
21.53400
22.12000
-0.59600
-0.19872
45
Jefferies
Cooley
Paul
Definitive agreement; Landos is a clinical stage biopharmaceutical company focused on the development of novel, oral therapeutics for patients with autoimmune diseases; Landos lead asset, NX-13, is a first-in-class, oral NLRX1 agonist in Phase 2 for the treatment of ulcerative colitis (UC); Under the terms of the agreement, AbbVie will acquire Landos at a price of $20.42 per share in cash upon closing, or approximately $137.5 million in the aggregate, plus one non-tradable contingent value right per share with a value of up to $11.14 per share, or approximately an additional $75 million in the aggregate, subject to the achievement of a clinical development milestone; The proposed transaction is expected to close in the second calendar quarter of 2024, subject to customary closing conditions, including approval by Landos stockholders; The transaction is not subject to a financing condition; The Merger Agreement includes a remedy of specific performance for the parties thereto; Each CVR represents a non-tradeable contractual contingent right to receive $11.14 in cash, without interest (the Milestone Payment), upon the initiation of the first Phase 3 clinical trial for a pharmaceutical product containing or comprising NX-13 and derivatives thereof, or any other molecule, compound or agent directed to a NLRX1 pathway ligand compound controlled by the Company, for the treatment of ulcerative colitis (the Milestone), prior to March 31, 2029; Outside date September 24, 2024;
>50% vote target; HSR expiry; UK CMA; EC;
LBAI
PFS
Lakeland Bancorp, Inc.
Provident Financial Services, Inc.
27-September-22
15-May-24
Merger
Friendly
Financial
0.00000
0.83190
12.69000
1248.48889
0.18274
0.03311
-1.92957
0.04
0.02
0.00000
12.70311
12.67000
0.03799
0.12910
9
Keefe
Piper
Luse
Sullivan
Definitive merger agreement; Lakeland Bank is the wholly-owned subsidiary of Lakeland Bancorp, Inc. (NASDAQ:LBAI), which had $10.4 billion in total assets at June 30, 2022. With an extensive branch network and commercial lending centers throughout New Jersey and Highland Mills, New York, Lakeland Bank offers business and retail banking products and services; The merger combines two complementary banking platforms to create New Jerseys preeminent super-community bank. The combined company will have more than $25 billion in assets and $20 billion in total deposits; Upon completion of the transaction, which is subject to both Provident and Lakeland shareholder approval, Provident shareholders will own 58% and Lakeland shareholders will own 42% of the combined company; The merger is expected to close in the second quarter of 2023, subject to satisfaction of customary closing conditions, including receipt of customary regulatory approvals and approval by the shareholders of each company; Outside date: 15 months; Valuation: 1.54x TBV, 11.4x EPS (2022E); Dec 20 2023 extended merger agreement to Mar 31 2024; Mar 25 2024 received regulatory approvals from the Federal Deposit Insurance Corporation and the New Jersey Department of Banking and Insurance;
>50% vote target; >50% vote acquiror; HSR expiry (attained); Fed (attained Apr 12 2024); FDIC (attained); New Jersey Department of Banking and Insurance (attained);
LSXMA
SIRI
Liberty SiriusXM Tracking Stock Group
Sirius XM Holdings Inc.
12-December-23
15-July-24
Merger
Friendly
Media
0.00000
8.40000
24.89000
16093.11621
0.58288
0.78856
-8.65630
0.03
0.08
0.00000
25.64856
24.86000
-1.74185
-0.31530
70
JPMorgan
MS / Solomon
OMelveny
Simpson / Debevoise
Definitive agreement; SiriusXM is the leading audio entertainment company in North America with a portfolio of audio businesses including its flagship subscription entertainment service SiriusXM; Under the terms of the transaction, Liberty will separate LSXM by means of a redemptive split-off of a new subsidiary of Liberty ("SplitCo"), which will hold its shares of SiriusXM and approximately $1.7 billion of estimated attributed net liabilities. In the split-off, holders of each series of LSXM common stock will receive a number of shares of SplitCo stock equal to the Exchange Ratio, calculated as described below, such that LSXM stockholders receive 1 share of New SiriusXM for each share of SiriusXM previously held at LSXM, adjusted for LSXM net liabilities. A wholly owned subsidiary of SplitCo will then merge with SiriusXM, and existing SiriusXM stockholders (other than Liberty Media) will receive 1:1 shares of SplitCo, which will become New SiriusXM; The transaction is intended to be tax-free to LSXM stockholders (except with respect to any cash received in lieu of fractional shares) and SiriusXM stockholders; The Exchange Ratio will be calculated based on (i) the number of shares of SiriusXM held by Liberty, reduced by a net liabilities share adjustment (the "Net Liabilities Share Adjustment"), divided by (ii) the number of adjusted fully diluted shares of LSXM; Liberty Media currently holds 3,205.8 million shares of SiriusXM attributed to LSXM; If the Net Liabilities Share Adjustment and the adjusted fully diluted shares of LSXM were calculated as of June 30, 2024, the Exchange Ratio is estimated to be approximately 8.4 shares in New SiriusXM for each share of LSXM held; LSXM stockholders will own approximately 81% of New SiriusXM, with the SiriusXM minority stockholders owning the remaining 19%; SiriusXM has secured committed financing with availability of $1.1 billion from Morgan Stanley, Bank of America and J.P. Morgan, the net proceeds of which may be used to refinance Liberty Medias 2.75% Exchangeable Notes due 2049 and the existing Liberty Media margin loan secured by SiriusXMs common stock; The transaction has been unanimously approved by Libertys Board, the SiriusXM Special Committee and SiriusXMs Board of Directors; The transaction is expected to be completed early in the third quarter of 2024, subject to approval by a majority of the aggregate voting power of the shares of Liberty SiriusXM common stock present, whether in-person or by proxy, at a stockholder meeting, the receipt by Liberty Media and New SiriusXM of tax opinions from their respective tax counsel, as well as the receipt of required regulatory approvals and the satisfaction of other customary closing conditions; A subsidiary of Liberty Media owning a majority of the outstanding shares of SiriusXM has delivered a written consent approving the transaction on behalf of SiriusXM stockholders; Outside date November 15, 2024;
>50% vote target; Tax opinions; FCC;
MCBC
WTFC
Macatawa Bank Corporation
Wintrust Financial Corporation
16-April-24
31-December-24
Merger
Friendly
Financial
0.00000
0.14941
14.32000
510.29999
0.49547
0.72553
-4.23937
0.04
0.15
0.00000
14.98553
14.26000
1.15661
0.12648
239
MS
Warner
ArentFox
Definitive merger agreement; Macatawa is the parent company of Macatawa Bank, a Michigan state-chartered bank, which is headquartered in Holland, Michigan and operates a network of 26 full-service branches located throughout communities in Kent, Ottawa and northern Allegan counties, including Grand Rapids; If the Closing Price is greater than or equal to $89.03 but less than or equal to $113.03, Macatawa shareholders will be entitled to receive between 0.1314 and 0.1668 shares of Wintrust Common Stock per share of Macatawa common stock. Macatawa shareholders will be entitled to receive 0.1668 shares of Wintrust Common Stock per share of Macatawa common stock if the Closing Price is below $89.03, and 0.1314 shares of Wintrust Common Stock per share of Macatawa common stock if the Closing Price is above $113.03; The transaction is subject to approval by banking regulators, approval of Macatawas shareholders and other customary closing conditions The transaction is expected to close in the second half of 2024 and is not expected to have a material effect on Wintrusts 2024 earnings per share; Outside date April 15, 2025; Valuation: 11.6x EPS (2025E), 1.78x BV, 1.78 TBV;
>50% vote target; Fed; FDIC;
MGRC
WSC
McGrath RentCorp
WillScot Mobile Mini Holdings Corp.
29-January-24
31-July-24
Merger
Friendly
Industrial
73.80000
1.12844
110.19000
3800.00000
0.11600
8.90801
-3.39062
0.03
0.72
0.00000
118.31801
109.41000
9.36269
0.41692
86
GS
BofA / Rothschild
Morrison
Allen
Definitive agreement; McGrath RentCorp is a leading business-to-business rental company based in Livermore, California; McGrath is a leading provider of temporary and permanent space solutions throughout the United States. This complements WillScot Mobile Minis broad North American footprint and 80-year history as an innovative space solutions provider. The combined company will serve more than 85,000 customers, who will benefit from expanded distribution of Value-Added Products and Services enabling turnkey space solutions, as well as further commercial and operating synergies from the combined branch resources and infrastructure; The acquisition will enhance WillScot Mobile Minis position as a North American leader in turnkey space solutions with a complementary geographic footprint and a more diversified platform, providing enhanced value across key customer segments; The Company expects that the combination will be accretive to earnings per share within twelve months post-closing, based on the Companys successful track record of integrating acquisitions; The acquisition brings together two complementary businesses, enhancing diversity across customer segments; $50 million of run-rate operating synergies expected to be achieved within 24 months of closing; McGrath shareholders will receive for each of their shares either $123.00 in cash or 2.8211 shares of WillScot Mobile Mini common stock, as determined pursuant to the election and allocation procedures in the merger agreement under which 60% of McGraths outstanding shares will be converted into the cash consideration and 40% of McGraths outstanding shares will be converted into the stock consideration; McGrath shareholders will participate in the significant value-creation opportunity from the transaction through approximately 12.6% ownership stake in the combined company and its track record of value creation through synergy realization. McGrath shareholders will also benefit from a tax-free reorganization under IRC Section 368 for the stock portion of the merger consideration; WillScot Mobile Mini has secured committed financing for the transaction by way of a $1.75 billion senior secured bridge credit facility (Bridge Facility), which along with borrowings under WillScot Mobile Minis ABL revolving credit facility (ABL Facility) will fund the cash portion of the purchase price and the repayment of McGraths outstanding debt. In addition, WillScot Mobile Mini has secured commitments to upsize its existing $3.7 billion ABL Facility by $750 million to $4.45 billion; All directors for the respective Boards of WillScot Mobile Mini and McGrath adopted and approved the transaction; The transaction is expected to close in the second quarter of 2024 and is subject to approval by McGrath shareholders, regulatory approvals and other customary closing conditions; JPMorgan Chase Bank, N.A., Wells Fargo Bank, N.A., MUFG Bank, Ltd., Deutsche Bank AG, acting through its branches, Bank of America, N.A., and Bank of Montreal provided financing commitments for the upsize to the ABL Facility and/or the Bridge Facility in connection with the transaction; Valuation: 21.2x EPS (2025E), 10.6x EBITDA (2025E), 9.3x Adj EBITDA after synergies (2025E), 4.24x sales (2025E); Outside date in 9 months, can be extended an additional 3 months; Signed CA September 19, 2023; Signed clean team confidentiality agreement November 29, 2023;
>50% vote target; HSR expiry (filed Jan 29 2024, received second request from the FTC Feb 21 2024);
MODN
Model N
Vista Equity Partners
08-April-24
15-June-24
Merger
Friendly
Tech
30.00000
0.00000
29.75000
1250.00000
0.10742
0.26000
-2.65000
0.03
0.09
0.00000
30.00000
29.74000
0.25000
0.07938
40
Jefferies
Fenwick
Kirkland
Definitive agreement; Model N is a leader in revenue optimization and compliance for pharmaceutical, medtech, and high-tech innovators; The transaction is expected to close in mid-2024, subject to customary closing conditions, including approval by Model N stockholders and clearance under the Hart-Scott-Rodino (HSR) Antitrust Improvements Act of 1976; The Board of Directors of Model N (the Board) unanimously determined that the Merger Agreement and the transactions contemplated thereby (including the Merger) are fair to, advisable and in the best interests of Model N and Model Ns stockholders. The Board unanimously approved and declared advisable the Merger Agreement and the transactions contemplated thereby (including the Merger), directed that the Merger Agreement be submitted to the stockholders of Model N for their adoption; Outside date Oct 4 2024; Also on April 7, 2024, in connection with the execution of the Merger Agreement, Vista Equity Partners Fund VIII, L.P. delivered to Parent an Equity Commitment Letter pursuant to which Vista Equity Partners Fund VIII, L.P. has committed to invest in Parent, directly or indirectly, the cash amounts set forth therein for the purpose of funding the full amount of the Merger Consideration; Valuation: 21.1x EPS (2025E), 21.9x EBITDA (2025E), 4.36x sales (2025E);
>50% vote target; HSR expiry;
MOR
NVS
MorphoSys AG
Novartis AG
06-February-24
13-May-24
Takeover Offer
Friendly
Biotech
18.27840
0.00000
17.94000
2899.80005
0.84985
0.35840
-8.03897
0.02
0.04
0.00000
18.27840
17.92000
0.34840
1.72926
7
Centerview
Skadden
Business Combination Agreement; At MorphoSys, we are driven by our mission: More life for people with cancer. As a global commercial-stage biopharmaceutical company, we develop and deliver innovative medicines, aspiring to redefine how cancer is treated. MorphoSys is headquartered in Planegg, Germany, and has its U.S. operations anchored in Boston, Massachusetts. Pelabresib (CPI-0610) is an investigational selective small molecule designed to promote anti-tumor activity by inhibiting the function of bromodomain and extra-terminal domain (BET) proteins to decrease the expression of abnormally expressed genes in cancer. Pelabresib is being investigated as a treatment for myelofibrosis and has not yet been approved by any regulatory authorities; Novartis to launch a voluntary public takeover offer for all MorphoSys shares at a price of 68.00 per share in cash; MorphoSys Management Board and Supervisory Board unanimously support both agreements; As part of the Business Combination Agreement with Novartis, Novartis seeks to obtain exclusive, worldwide rights to develop and commercialize pelabresib, an investigational BET inhibitor, and tulmimetostat, an investigational next-generation dual inhibitor of EZH2 and EZH1, across all indications. Separately, MorphoSys entered into a Purchase Agreement to sell and transfer all rights worldwide related to tafasitamab to Incyte Corporation. Currently, MorphoSys partners with Incyte on the development and commercialization of tafasitamab; MorphoSys Management Board and Supervisory Board unanimously approved both agreements; The offer will contain customary closing conditions, in particular a minimum acceptance threshold of 65% of MorphoSys share capital and regulatory clearances. The closing is currently expected to take place in the first half of 2024; The offer document of the takeover offer will be published by Novartis at a later date in accordance with the provisions of the German Securities Acquisition and Takeover Act, after the German Federal Financial Supervisory Authority (BaFin) has approved the publication; Transaction aligns with Novartis strategic focus on oncology, and strengthens companys efforts in developing next-generation treatment options for cancer; Upon completion of the acquisition, Novartis will own pelabresib (CPI-0610), a novel and potentially practice changing treatment option with a well-tolerated safety profile provided in combination with ruxolitinib for patients with myelofibrosis (MF). It will also include tulmimetostat (CPI-0209), an early-stage investigational dual inhibitor of enhancer of zeste homolog 1 and 2 (EZH1 and EZH2) proteins currently being tested in patients with solid tumors or lymphomas; Valuation: 6.5x sales (2025E); Mar 22 2024 MOR / NVS cleared HSR, received all mandatory regulatory approvals, closing H1 2024; Apr 15 2024 MOR announced NVS acquired 2 million shares at EUR67.95 or lower; Apr 16 2024 MOR announced NVS acquired 1.3 million shares at EUR67.95 or lower; Apr 29 2024 announced it cleared all mandatory antitrust approvals;
>65% tender; HSR expiry (attained Mar 22 2024); German FCO (attained Mar 12 2024); Austria (attained Mar 22 2024);
MTTR
CSGP
Matterport, Inc.
CoStar Group
22-April-24
31-December-24
Merger
Friendly
Tech
2.75000
0.03032
4.47000
1600.00000
2.16092
1.04000
-2.72000
0.15000
0.03
0.28
0.00000
5.50000
4.46000
1.11555
0.40626
239
Qatalyst
Foley
Latham
Definitive agreement; Matterport, Inc. is the Worlds #1 Digital Twin Platform leading the digital transformation of the built world; Under the terms and subject to the conditions of the agreement, Matterport stockholders will receive $2.75 in cash and $2.75 in shares of CoStar Group common stock for each share of Matterport common stock; The transaction, which is expected to be completed during the year, is subject to the approval of Matterport stockholders and the satisfaction of customary closing conditions, including applicable regulatory approvals; Outside date January 21, 2025, subject to three extensions of 90 days each in order to obtain required regulatory approvals; Unanimously approved by Matterports Board of Directors; CoStar Group was one of the first adopters of Matterports technology, and currently has almost 300,000 Matterport digital twins available in the CoStar information product and online property marketplaces; Directors, Officers and certain other stockholders of Matterport, representing approximately 15% of Matterports fully diluted shares, have entered into voting agreements to support the transaction; Signed CA Oct 16 2023, amended Mar 22 2024; Valuation: 8.03x sales (2025E);
>50% vote target; HSR expiry;
NVEI
Nuvei Corporation
Advent International
01-April-24
31-December-24
Merger
Friendly
Financial
34.00000
0.00000
32.38000
6300.00000
0.56250
1.93000
-10.41800
0.92000
0.02
0.16
0.00000
34.30000
32.37000
1.92000
0.09199
239
TD / Barclays
RBC / CIBC
Stikeman / Davis / Norton
Kirkland / Blakes / Osler / Fasken / Willkie / McCarthy / Mayer
Definitive agreement; Nuvei is the Canadian fintech company accelerating the business of clients around the world. Nuveis modular, flexible and scalable technology allows leading companies to accept next-gen payments, offer all payout options and benefit from card issuing, banking, risk and fraud management services; Existing shareholder Philip Fayer is rolling over substantially all of his existing equity and existing shareholders Novacap and CDPQ are rolling over a majority of their existing equity; Canadian shareholders Philip Fayer, Novacap and CDPQ will indirectly own or control approximately 24%, 18% and 12%, respectively, of the equity in the resulting private company as part of the agreement; Philip Fayer will continue to lead Nuvei as Chair and Chief Executive Officer, alongside his broader leadership team, with Montreal continuing to serve as Nuveis headquarters; The proposed transaction has the support of each of the holders of Multiple Voting Shares, namely Philip Fayer, Novacap and CDPQ, who collectively represent approximately 92% of the voting power attached to all the Shares; Nuveis Board of Directors, after receiving advice from the Companys financial advisor and outside legal counsel, is unanimously recommending (with interested directors abstaining from voting) that the Nuvei shareholders vote in favour of the transaction. This recommendation follows the unanimous recommendation of a special committee of the Board of Directors which is comprised solely of independent directors and was formed in connection with the transaction; The transaction will be implemented by way of a statutory plan of arrangement under the Canada Business Corporations Act. Implementation of the transaction will be subject to, among other things, the following shareholder approvals at a special meeting of shareholders to be held to approve the proposed transaction (the "Meeting"): (i) the approval of at least 66 2/3% of the votes cast by the holders of Multiple Voting Shares and Subordinate Voting Shares, voting together as a single class (with each Subordinate Voting Share being entitled to one vote and each Multiple Voting Share being entitled to ten votes); (ii) the approval of not less than a simple majority of the votes cast by holders of Multiple Voting Shares; (iii) the approval of not less than a simple majority of the votes cast by holders of Subordinate Voting Shares; (iv) if required, the approval of not less than a simple majority of the votes cast by holders of Multiple Voting Shares (excluding the Multiple Voting Shares held by the Rollover Shareholders and any other shares required to be excluded pursuant to Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"); and (v) the approval of not less than a simple majority of the votes cast by holders of Subordinate Voting Shares (excluding the Subordinate Voting Shares held by the Rollover Shareholders and any other shares required to be excluded pursuant to MI 61-101). The transaction is also subject to court approval and customary closing conditions, including receipt of key regulatory approvals, is not subject to any financing condition and, assuming the timely receipt of all required key regulatory approvals, is expected to close in late 2024 or the first quarter of 2025; 0.3% of the Subordinate Voting Shares and holders of 100% of the Multiple Voting Shares, representing approximately 92% of the total voting power attached to all of the Shares, have agreed to vote their Shares in favour of the transaction; TD orally delivered to the Special Committee the results of the Formal Valuation, completed under the Special Committees supervision, opining that, as of April 1, 2024, subject to the assumptions, limitations and qualifications communicated to the Special Committee by TD and to be contained in TDs written Formal Valuation, the fair market value of the Shares is between US$33.00 and US$42.00 per Share; The Board of Directors received the Fairness Opinions and the Formal Valuation and, after receiving the unanimous recommendation of the Special Committee and advice from the Companys financial advisor and outside legal counsel, the Board of Directors unanimously (with interested directors abstaining from voting) determined that the transaction is in the best interests of Nuvei and is fair to its shareholders (other than the Rollover Shareholders and any other shareholders required to be excluded pursuant to MI 61-101) and unanimously recommended (with interested directors abstaining from voting) that shareholders vote in favour of the transaction; BMO Capital Markets is acting as left lead arranger and administrative agent for the new US$600 million revolving credit facility and US$2,550 million term loan financing; Valuation: 13.1x EPS (2025E), 10.5x EBITDA (2025E), 4.0x sales (2025E); Signed CA December 22, 2023; Outside date Jan 15 2024 (can be extended to April 1, 2025); In the event Closing has not occurred prior to the Regulatory Approval Deadline and any Regulatory Approval(s) in connection with Financial Services Licenses or Gaming Authorizations have not been obtained ("Outstanding Approvals"), (A) to the extent permissible by Law and subject in all respects to the Remedy Limitations, the Parties shall use reasonable best efforts to implement Alternative Arrangements, such as payee agent arrangements or other uses of third parties and/or the surrender of one or more Authorizations, to allow the Closing to occur as soon as reasonably practicable (and in any event no later than the Outside Date) without obtaining such Outstanding Approval(s); and (B) where such Alternative Arrangements cannot be implemented despite such reasonable best efforts in accordance with clause (A) subject in all respects to the Remedy Limitations, the Company shall, in consultation with Purchaser, cease or cause its applicable Subsidiary to cease the conduct of services regulated in such jurisd
66 2/3 vote target; Majority of minority vote target; Investment Canada; Competition Canada; HSR expiry; Gaming Authorization in West Virginia; Financial Services Licenses; Antitrust: Brazil, China, South Africa, EC; FDI: Australia, Italy, Romania, Bulgaria;
NWLI
National Western Life Group, Inc.
Prosperity Life Group
09-October-23
30-May-24
Merger
Friendly
Insurance
500.00000
0.00000
490.10999
1900.00000
0.87063
12.45000
-220.25999
0.29700
0.04
0.05
0.00000
500.00000
487.54999
12.44000
0.46694
24
GS
Citi
Sidley
Debevoise
Definitive merger agreement; National Western Life Group, Inc. is the parent organization of National Western Life Insurance Company, which is the parent organization of Ozark National Life Insurance Company, both stock life insurance companies in aggregate offering a broad portfolio of individual universal life, whole life and term insurance plans, as well as annuity products; The merger has received the unanimous approval of National Westerns Board of Directors; The merger is expected to close in the first half of 2024. It is subject to certain customary closing conditions for a transaction of this type, including approval by National Westerns stockholders, antitrust clearance and receipt of insurance regulatory approvals; National Western stockholders that collectively own common shares representing approximately 29.7% of the total voting power of the Companys common shares (including 99% of the Companys Class B Common Stock) have executed voting and support agreements with SUSA. Under these voting and support agreements, each of these stockholders has agreed to vote all common shares owned by that stockholder in favor of the Merger Agreement and against any alternative transactions; The Merger Consideration will be funded through a combination of (i) cash from internal sources, (ii) a capital commitment from affiliates of Elliott Investment Management L.P. and (iii) borrowing under existing facilities or debt commitments, the aggregate proceeds of which will provide Prosperity Life Group and its affiliates with the funds needed to consummate the merger, including to pay the aggregate Merger Consideration pursuant to the Merger Agreement; The completion of the merger is not conditioned on receipt of financing by Prosperity Life Group or its affiliates; Conclusion of strategic alternatives process announced May 16 2023; Valuation: 25.4x EPS (LTM), 0.8x BV, 0.85x TBV; Outside date July 8, 2024 (or, under certain circumstances, October 8, 2024);
>50% vote target; HSR expiry (filed Nov 3 2023); Insurance approvals;
OLK
TMO
Olink Holding AB (publ)
Thermo Fisher Scientific Inc
17-October-23
31-July-24
Tender Offer
Friendly
Healthcare
26.00000
0.00000
23.30000
3100.00000
0.73565
2.75000
-8.24881
0.63000
0.00
0.25
-0.05000
25.95000
23.20000
2.74000
0.60608
86
JPMorgan / GS / Sweden Bankfilial
Baker
Cravath / Advokatfirman
Purchase Agreement; Olink Holding AB (publ) is a leading provider of next-generation proteomics solutions; The transaction, which is expected to be completed by mid-2024, is subject to customary closing conditions, including receipt of applicable regulatory approvals, and completion of the tender offer; As part of the transaction, Summa Equity AB, Olinks largest shareholder and additional Olink shareholders and management, in aggregate holding more than 63% of Olinks common shares, have entered into support agreements agreeing to tender into the tender offer; Thermo Fisher expects to fund the acquisition using cash on hand and debt financing; Thermo Fisher expects to realize approximately $125 million of adjusted operating income from revenue and cost synergies by year five following close; Valuation: 12.0x sales (2024E); Outside date July 17, 2024 (can be extended 90 days three times); Dec 22 2023 pulled and refiled German regulatory approval, UK CMA to open Phase 1 investigation ; Mar 1 2024 extended tender offer to Apr 30 2024, cleared Iceland;
>90% tender; HSR expiry (attained Nov 14 2023); German FCO (pulled and refiled Jan 15 2024, announced phase 2 review on Feb 20 2024); Iceland (pulled and will refile Jan 15 2024, attained Feb 26 2024); UK CMA; Sweden FDI Review (announced second phase review Feb 20 2024);
PRFT
Perficient, Inc.
BPEA Private Equity Fund VIII (EQT Asia)
05-May-24
22-October-24
Merger
Friendly
Consulting
76.00000
0.00000
73.33000
3000.00000
0.57971
2.68000
-25.21000
0.03
0.10
0.00000
76.00000
73.32000
2.67000
0.08031
169
BofA / Wells
JPMorgan / TD
Kirkland
Simpson / Sidley
Definitive agreement; Perficient, Inc. is a leading global digital consultancy transforming the worlds largest enterprises and biggest brands; EQT is a purpose-driven global leading investment organization with EUR 242 billion in total assets under management (EUR 132 billion in fee-generating assets under management), within two business segments Private Capital and Real Assets. EQT owns portfolio companies and assets in Europe, Asia-Pacific and the Americas and supports them in achieving sustainable growth, operational excellence and market leadership; The result of a comprehensive review by the Board to maximize value for the company and its shareholders; The transaction, which has been unanimously approved by Perficients Board of Directors, is expected to close by the end of 2024, subject to customary closing conditions, including approval by Perficient stockholders and receipt of regulatory approvals; The transaction is not subject to a financing condition; Perficients headquarters will remain in St. Louis, Tom Hogan will continue as CEO, and the current management team will continue to lead Perficient; Valuation: 16.8x EPS (2025E), 13.6x EBITDA (2025E), 2.97x sales (2025E); Inside date July 5, 2024; Outside date February 5, 2025 (can be extended to May 5 2025); unds affiliated with EQT Asia and Wallbrook Pte. Ltd. (collectively, the Equity Investors) have committed, pursuant to equity commitment letters, dated as of May 5, 2024 (the Equity Commitment Letters), to, directly or indirectly, capitalize Parent, at or immediately prior to the Closing of the Merger, with equity contributions in an aggregate amount of $2,228,265,465. JPMorgan Chase Bank, N.A., Toronto-Dominion Bank, New York Branch and TD Securities (USA) LLC (collectively and together with certain affiliates, the Lenders) have committed to provide debt financing (the Debt Financing) in connection with the Merger consisting of (i) a senior secured revolving credit facility in an aggregate principal amount equal to $200,000,000; and (ii) a senior secured term loan facility in an aggregate principal amount equal to $935,000,000, in each case, on the terms and subject to the conditions set forth in the commitment letter, dated as of May 5, 2024 (the Debt Commitment Letter);
>50% vote target; HSR expiry; CFIUS;
SCX
The L.S. Starrett Company
MiddleGround Capital
11-March-24
30-May-24
Merger
Friendly
Industrial
16.19000
0.00000
16.10000
127.88276
0.63206
0.10000
-6.17000
0.03
0.02
0.00000
16.19000
16.09000
0.09000
0.08853
24
Lincoln
William
Ropes
Dechert
Definitive merger agreement; The L.S. Starrett Company is a leading manufacturer of high-end precision tools, cutting equipment, and metrology systems, and is engaged in the business of manufacturing over 5,000 different products for industrial, professional and consumer markets; Following comprehensive outreach to potential parties, our Board of Directors determined that MiddleGround is the right partner for Starrett because of its deep knowledge within the manufacturing industry; The proposed transaction has been approved by the Starrett Board of Directors. MiddleGround intends to fund the transaction with a combination of cash from MiddleGround Partners III, L.P. and committed financing, which is not subject to any contingency; The transaction is expected to close in mid-2024, subject to the requisite approval by Starretts shareholders and other conditions to closing; Valuation: 6.3x EPS (LTM), 5.8x EBITDA (LTM), 0.51x sales (LTM); Outside date September 4, 2024 (can be extended to October 4, 2024); Parent and Merger Sub have secured committed financing, consisting of a combination of equity financing to be provided by investment funds affiliated with MiddleGround, on the terms and subject to the conditions set forth in an equity commitment letter provided by such funds, and debt financing to be provided by a certain lender, on the terms and subject to the conditions set forth in a debt commitment letter;
66 2/3 vote target; HSR expiry;
SIX
FUN
Six Flags Entertainment Corporation
Cedar Fair
02-November-23
30-June-24
Merger
Friendly
Hospitality
0.00000
0.58000
25.06000
4719.42725
0.09370
-0.99520
-3.04654
0.13600
0.01
0.00
1.00000
23.94480
24.94000
-0.91444
-0.21956
55
GS
Perella
Kirkland
Weil / Squire
Definitive merger agreement; Merger of equals; Six Flags Entertainment Corporation is the worlds largest regional theme park company with 27 parks across the United States, Mexico and Canada; Cedar Fair Entertainment Company (NYSE: FUN), one of the largest regional amusement-resort operators in the world, is a publicly traded partnership headquartered in Sandusky, Ohio. Focused on its mission to make people happy by providing fun, immersive, and memorable experiences, the Company owns and operates 13 properties, consisting of 11 amusement parks, four separately gated outdoor water parks, and resort accommodations totaling more than 2,300 rooms and more than 600 luxury RV sites; The combined company, with a pro forma enterprise value of approximately $8 billion based on both companies debt and equity values as of October 31, 2023, will be a leading amusement park operator in the highly competitive leisure space with an expanded and diversified footprint, a more robust operating model and a strong revenue and cash flow generation profile; Under the terms of the merger agreement, which has been unanimously approved by the Boards of Directors of both companies, Cedar Fair unitholders will receive one share of common stock in the new combined company for each unit owned, and Six Flags shareholders will receive 0.5800 (the Six Flags Exchange Ratio) shares of common stock in the new combined company for each share owned; Following the close of the transaction, Cedar Fair unitholders will own approximately 51.2%, and Six Flags shareholders will own approximately 48.8%, of the combined companys fully diluted share capital on a pro forma basis; One business day prior to the close of the transaction, Six Flags will declare a special cash dividend composed of: (i) a fixed amount of $1.00 per outstanding Six Flags share, totaling approximately $85 million in the aggregate, plus, (ii) an amount per outstanding Six Flags share equal to (a) the aggregate per unit distributions declared or paid by Cedar Fair to unitholders with a record date following todays date and prior to the close of the transaction, multiplied by (b) the Six Flags Exchange Ratio, which special dividend will be payable to Six Flags shareholders of record as of one business day prior to the close of the transaction, contingent on the closing of the transaction; Anticipated annual synergies of $200 million; The transaction is expected to be accretive to earnings per share for Cedar Fair unitholders and Six Flags shareholders within the first 12 months following transaction close; The merger is expected to close in the first half of 2024, following receipt of Six Flags shareholder approval, regulatory approvals, and satisfaction of customary closing conditions. Approval by Cedar Fair unitholders is not required. Six Flags largest shareholder, which owns approximately 13.6% of Six Flags shares outstanding, has signed a voting and support agreement to vote in favor of the transaction; Outside date November 2, 2024, subject to two six month automatic extensions of the termination date of the Merger Agreement in the event that the regulatory closing conditions have not been satisfied; In connection with the Merger Agreement, on November 2, 2023, Cedar Fair entered into a debt commitment letter (the Commitment Letter) with Six Flags, Holdco, Goldman Sachs Bank US (Goldman) pursuant to which Goldman committed to provide to Cedar Fair, Six Flags, and Holdco, subject to the terms and conditions set forth therein, an aggregate principal amount of $800 million of revolving credit commitments and an aggregate principal amount of $2.3 billion of 364-day term loan commitments; Valuation: 10.0x EPS (2024E), 8.7x EBITDA (2024E), 3.12x sales (2024E);
>50% vote target; HSR expiry (filed Nov 20 2023, pulled and re-filed Dec 21 2023, received second request from the DoJ on Jan 22 2024);
SLCA
APO
U.S. Silica Holdings, Inc.
Apollo
26-April-24
25-July-24
Merger
Friendly
Industrial
15.50000
0.00000
15.53000
1850.00000
0.18683
-0.02000
-2.46000
0.00
0.00000
15.50000
15.52000
-0.03000
-0.00879
80
Piper
BNP / Barclays
Morrison
Wachtell
Definitive agreement; U.S. Silica Holdings, Inc. is a diversified industrial minerals company and a leading last-mile logistics provider to the oil and gas industry; The transaction, which has been unanimously approved by U.S. Silicas Board of Directors, is expected to close in the third quarter of 2024, subject to customary closing conditions, including approval by U.S. Silica stockholders and receipt of regulatory approvals; The transaction is not subject to a financing condition; The definitive agreement includes a 45-day "go-shop" period that will expire at 12:01 AM ET on June 10, 2024, which permits U.S. Silica and its financial advisor to actively initiate, solicit and consider alternative acquisition proposals from third parties. U.S. Silicas Board of Directors will have the right to terminate the agreement to enter into a superior proposal, subject to the terms and conditions of the agreement; Valuation: 11.7x EPS, 5.1x EBITDA (2025E), 1.29x sales (2025E);
>50% vote target; HSR expiry;
SNPO
REZI
Snap One Holdings Corp.
Resideo Technologies, Inc.
15-April-24
24-July-24
Merger
Friendly
Tech
10.75000
0.00000
10.62000
1400.00000
0.32064
0.14000
-2.47000
0.72000
0.02
0.05
0.00000
10.75000
10.61000
0.13000
0.05788
79
Moelis / JPMorgan
Evercore / RJ / BofA / MS
Simpson
Willkie
Definitive agreement; Snap One Holdings Corp. is a leading provider of smart-living products, services, and software to professional integrators; Resideo Technologies, Inc. is a leading manufacturer and distributor of technology-driven products and solutions; Creates strong position in security, audio visual, and smart living technology distribution for residential and commercial markets; Highly complementary capabilities offer professional integrators an expanded selection of proprietary products, extensive third-party supplier relationships, and proven omni-channel reach; Enhances Resideos growth and margin profile and accretive to non-GAAP EPS in first full year of ownership; Identified expected annual run-rate business and financial synergies of $75 million by year three; $500 million perpetual convertible preferred equity investment from CD&R; Upon closing, Snap One will integrate into Resideos ADI Global Distribution business; The transaction will combine ADIs strong position in security products distribution and Snap Ones complementary capabilities in the smart living market and innovative Control4 technology platforms, which is expected to drive increased value for integrators and financial returns. Together, ADI and Snap One will provide integrators an increased selection of both third-party products and proprietary offerings through an extensive physical branch footprint augmented by industry leading digital capabilities; The transaction is expected to be completed in the second half of 2024, and is subject to customary closing conditions, including receipt of applicable antitrust and other regulatory approvals; The transaction has been unanimously approved by the Boards of Directors of Resideo and Snap One; Private investment funds managed by Hellman & Friedman LLC, holding approximately 72% of the outstanding common shares of Snap One, have executed a written consent to approve the merger, thereby providing the required stockholder approval for the transaction; Resideo intends to use proceeds from committed debt financing, cash on hand, and a $500 million perpetual convertible preferred equity investment from Clayton, Dubilier & Rice LLC ("CD&R") to fund the transaction. Terms of the CD&R investment include a 7% coupon, payable in cash or payment-in-kind at Resideos option, and a conversion price of $26.92; Bank of America and Morgan Stanley have provided committed financing for the transaction and are also acting as advisors to Resideo; Valuation: 14.3x EPS (2025E), 10.3x EBITDA (2025E), 1.19x sales (2025E); Outside date October 15, 2024, as may be extended to January 15, 2025; Signed CA July 6, 2022, as amended January 26, 2024;
HSR expiry;
SP
SP Plus Corporation
Metropolis Technologies, Inc.
05-October-23
30-June-24
Merger
Friendly
Tech
54.00000
0.00000
51.60000
1500.00000
0.52499
2.55000
-16.04000
0.02
0.14
0.00000
54.00000
51.45000
2.54000
0.37685
55
MS
GS / BDT
Skadden
Willkie / Fenwick
Definitive agreement; SP Plus Corporation is a best-in-class technology and operations management provider of mobility services for aviation, commercial, hospitality, and institutional clients throughout North America and Europe; Metropolis Technologies, Inc. is a technology company whose computer vision platform enables checkout-free payment experiences; SP Plus Corporation stockholders to receive $54.00 per share in cash, representing a 52% premium to the closing stock price on October 4, 2023 and a 28% premium to the 52-week high; Combination of Metropolis Technologies, Inc. and SP Plus Corporation provides clients with additional opportunities to enhance the consumer experience and improve efficiencies; Metropolis Technologies, Inc. has secured $1.7 billion in committed financing led by Eldridge and 3L Capital, along with new investors including BDT & MSD Partners affiliated credit funds, Vista Credit Partners, and Temasek; Metropolis has obtained commitments for equity and debt financing totaling $1.7 billion to complete the transaction, consisting of $1.05 billion in Series C preferred stock financing and $650 million of debt financing. These financing commitments are led by Eldridge and existing Metropolis investor 3L Capital, along with new investors including BDT & MSD Partners affiliated credit funds, Vista Credit Partners, and Temasek. Other existing investors, Slow Ventures and Assembly Ventures, participated. Metropolis will use the net proceeds to finance the acquisition of SP+, while retaining significant capital on its balance sheet; The transaction is expected to close in 2024, subject to receipt of required regulatory approvals and approval of SP+s stockholders, as well as other customary closing conditions; The boards of directors of both companies have unanimously approved the transaction, and the board of directors of SP+ recommends that SP+ stockholders vote in favor of the transaction; Valuation: 15.5x EPS (2024E), 10.3x EBITDA (2024E), 1.57x sales (2024E); The Companys board of directors (the Board) unanimously (i) approved the Merger Agreement, the Merger of Merger Sub with and into the Company pursuant to the General Corporation Law of the State of Delaware; Outside date July 4, 2024 (subject to an extension to October 4, 2024 in the event that all of the conditions to closing have been or are capable of being satisfied, other than the Antitrust Condition or the Restraint Condition, and an additional extension in certain limited circumstances to a date not later than January 4, 2025);
>50% vote target; HSR expiry (filed Dec 4 2023, pulled and refiled Jan 5, received second request from the DoJ on Feb 5 2024);
STER
FA
Sterling Check Corp.
First Advantage Corporation
29-February-24
30-September-24
Merger
Friendly
Consumer
12.04560
0.27412
15.55000
2200.00000
0.34186
1.04634
-3.15377
0.52800
0.03
0.25
0.00000
16.48634
15.44000
1.12029
0.18997
147
GS / Citi
JPMorgan / BofA / Barclays / BMO / Jefferies / RBC
Fried
Simpson
Definitive purchase agreement; Sterling Check Corp. is a provider of background screening and identity services; Extends First Advantages high-quality and cost-effective background screening, identity, and verification technology solutions for the benefit of both companies customers across industry verticals and geographies; Drives attractive total shareholder return outlook, including at least $50 million of synergies, implying expected double-digit Adjusted EPS accretion immediately on a run-rate synergy basis and accelerated earnings growth potential from topline development, synergies, and deleveraging; First Advantage and Sterling offer complementary technology solutions and services that enable employers across healthcare, retail & e-commerce, transportation, manufacturing, financial services, and other industries to manage risk and hire the best talent. Customers will benefit from accelerated investment in innovation and access to a broader suite of products and solutions to meet their needs, fueling growth of the combined company; The combined company will have greater diversification of revenue across customer segments, industries, and geographies, reducing seasonality and improving resource planning and operational efficiency; Certain entities advised by or affiliated with Goldman Sachs & Co. LLC., which own approximately 52.8% of Sterlings outstanding shares, entered into a support agreement pursuant to which they have delivered a written consent approving the transaction. CDPQ is an investor in one of these entities; Under the terms of the agreement, Sterling shareholders will elect to receive either $16.73 in cash or 0.979 shares of First Advantage common stock for each Sterling share. The shareholder election will be subject to proration, resulting in approximately 72% of Sterlings shares being exchanged for cash consideration and 28% being exchanged for First Advantage common stock; Sterling shareholders are expected to own approximately 16% of the combined company after closing, and current First Advantage shareholders will own approximately 84%; First Advantage intends to fund the cash portion of the transaction and retire existing Sterling debt through the issuance of $1.8 billion of new debt and the use of balance sheet cash. First Advantage has secured fully committed financing from Bank of America, N.A., Barclays Bank PLC, Bank of Montreal, Jefferies Finance LLC and Royal Bank of Canada; The transaction has been unanimously approved by the Boards of Directors of both companies; The transaction is expected to close in approximately the third quarter of 2024, with the closing and timing thereof subject to required regulatory approvals, clearances, and other customary closing conditions; Valuation: 11.8x EPS (2025E), 9.5x EBITDA (2025E), 2.65x sales (2025E); Outside date February 28, 2025, subject to an extension of six months at First Advantages election;
HSR expiry (pulled and refiled Apr 26 2024);
SWAV
JNJ
Shockwave Medical, Inc.
Johnson & Johnson
05-April-24
15-July-24
Merger
Friendly
Healthcare
335.00000
0.00000
330.82999
13100.00000
0.16631
4.29000
-43.48000
0.03
0.09
0.00000
335.00000
330.70999
4.28000
0.06935
70
Perella
JPMorgan
Fenwick
Freshfields
Definitive agreement; Shockwave is a leading, first-to-market provider of innovative intravascular lithotripsy (IVL) technology for the treatment of calcified CAD and PAD. IVL is a minimally invasive, catheter-based treatment for calcified arterial lesions, which can reduce blood flow and cause pain or heart attack. IVL helps restore blood flow by cracking calcium lesions using sonic pressure waves and is used in both CAD and PAD, often in combination with stenting. Shockwave offers the only commercially available IVL technology and has safely, simply, and effectively treated approximately 400,000 patients globally; The transaction was approved by both companies boards of directors; The acquisition of Shockwave further extends Johnson & Johnson MedTechs position in cardiovascular intervention and accelerates its shift into higher-growth markets. Cardiovascular intervention is one of the fastest-growing global medtech markets, with significant unmet patient need. With the addition of Shockwave, Johnson & Johnson will expand its MedTech cardiovascular portfolio into two of the highest-growth, innovation-oriented segments of cardiovascular intervention coronary artery disease (CAD) and peripheral artery disease (PAD). The transaction follows Johnson & Johnson MedTechs successful acquisitions of Abiomed, a leader in heart recovery, and more recently Laminar, an innovator in left atrial appendage elimination for patients with non-valvular atrial fibrillation (AFib); This acquisition will complement Johnson & Johnson MedTechs leadership positions in heart recovery (Abiomed) and electrophysiology (Biosense Webster) to make it a category leader in four of the largest and highest-growth medtech markets within cardiovascular intervention; The acquisition of Shockwave accelerates Johnson & Johnson MedTechs ongoing efforts to increase its presence in high-growth markets with unmet need, while expanding its reach and scale globally. The proposed transaction adds a high-performing business in an underpenetrated category with a strong pipeline and an attractive growth and margin profile. The transaction is expected to accelerate revenue growth for both Johnson & Johnson and Johnson & Johnson MedTech. Shockwave is ultimately expected to become Johnson & Johnson MedTechs thirteenth priority platform, as defined by annual sales of at least $1 billion; Johnson & Johnson expects to fund the transaction through a combination of cash on hand and debt; The closing of the transaction is expected to occur by mid-year 2024 subject to the receipt of Shockwaves shareholder approval, as well as the receipt of applicable regulatory approvals and other customary closing conditions; Outside date January 4, 2025, which date will be automatically extended to July 7, 2025; Valuation: 54.4x EPS (2025E), 36.2x EBITDA (2025E), 11.6x sales (2025E); Signed CA March 20, 2024;
>50% vote target; HSR expiry (filed Apr 18 2024); German FCO (filed Apr 26 2024); Austria (filed Apr 26 2024);
SWN
CHK
Southwestern Energy Company
Chesapeake Energy Corporation
11-January-24
15-August-24
Merger
Friendly
Oil & Gas
0.00000
0.08670
7.28000
12295.43652
0.04257
0.20527
-0.09994
0.02
0.67
0.00000
7.47527
7.27000
0.29415
0.15412
101
GS / RBC / BofA / Wells
Evercore / JPMorgan / MS
Kirkland
Latham / Wachtell
Agreement and Plan of Merger; Southwestern Energy Company is a leading U.S. producer and marketer of natural gas and natural gas liquids focused on responsibly developing large-scale energy assets in the nations most prolific shale gas basins; The strategic combination will create a premier energy company underpinned by a leading natural gas portfolio adjacent to the highest demand markets, premium inventory, resilient free cash flow, and an Investment Grade quality balance sheet. The combined company, which will assume a new name at closing, will be uniquely positioned to deliver affordable, lower carbon energy to meet growing domestic and international demand with significant, sustainable cash returns to shareholders through cycles; Annual operational and overhead synergies of approximately $400 million; Chesapeake shareholders will own approximately 60% and Southwestern shareholders will own approximately 40% of the combined company, on a fully diluted basis; The combination has been approved by the boards of directors of both companies; The transaction, which is subject to customary closing conditions, including approvals by Chesapeake and Southwestern shareholders and regulatory clearances, is targeted to close in the second quarter of 2024; Valuation: 4.1x EPS (2025E), 3.5x EBITDA (2025E), 3.1x Adj EBITDA after synergies (2025E), 2.06x sales (2025E); Outside date Jan 11 2025 (auto extends 6 months); Apr 5 2024 received second request from the FTC;
>50% vote target; >50% vote acquiror; HSR expiry (filed Feb 1 2024, Apr 5 2024 received second request from the FTC);
TARO
Taro Pharmaceutical Industries Ltd.
Sun Pharmaceutical Industries Limited
17-January-24
30-May-24
Merger
Friendly
Pharma
43.00000
0.00000
42.69000
320.71201
0.48429
0.70000
-13.33000
0.78480
0.00
0.05
0.00000
43.00000
42.30000
0.69000
0.27900
24
BofA
Goldfarb / Skadden / Meitar / Shearman
Herzog / Davis
Definitive merger agreement; Sun Pharma is the worlds fourth largest specialty generics company with presence in Specialty, Generics and Consumer Healthcare products. It is the largest pharmaceutical company in India and is a leading generic company in the US as well as Global Emerging Markets. Suns high growth Global Specialty portfolio spans innovative products in dermatology, ophthalmology, and onco-dermatology and accounts for over 16% of company sales; Dec 12 2023 TARO agreed in principle to acquisition by Sun Pharma at $43.00 cash per share, 46.3% premium; The purchase price also represents a 13% increase over the initial proposed purchase price of US$38.00 per share as proposed on May 26, 2023; The merger agreement was unanimously recommended by the Special Committee, which was formed by Taros Board of Directors to consider Sun Pharmas proposal. Following a comprehensive evaluation of the proposal with assistance from independent financial and legal advisors, the Special Committee determined that the merger agreement and the per share merger consideration are fair and in the best interests of Taro and its minority shareholders; Upon receiving the unanimous recommendation of the Special Committee, and following unanimous approval by Taros Audit Committee, Taros Board and the Board of Directors of Sun Pharma unanimously approved the definitive merger agreement; The merger is subject to various closing conditions. These include, among other conditions, the approval of the merger by the affirmative vote of shareholders representing at least 75% of the voting power of the Companys shares present and voting in person or by proxy at a meeting of the Companys shareholders, including at least a majority of the voting power of such shares held by holders other than Sun Pharma and its affiliates or any other holders having a personal interest (under the Israeli Companies Law) in the merger and voting thereon. Sun Pharma has agreed to vote its shares in favor of the merger, and has indicated that it is not willing to sell its shares to a third party or support any alternative transaction to the merger; Upon completion of the merger, currently expected to close in the first half of 2024; Valuation: 39.1x EPS (2024E), 6.0x EBITDA (2024E), 0.52x sales (2024E); Sun owns 78.48% of TARO; Outside date October 17, 2024;
>75% vote target;
TAST
QSR
Carrols Restaurant Group, Inc.
Restaurant Brands International Inc.
16-January-24
15-May-24
Merger
Friendly
Food
9.55000
0.00000
9.54000
1000.00000
0.13420
0.02000
-1.11000
0.32000
0.01
0.02
0.00000
9.55000
9.53000
0.01000
0.04345
9
Jefferies
JPMorgan
Milbank
Paul
Definitive merger agreement; Carrols is the largest Burger King franchisee in the United States today, operating 1,022 Burger King restaurants in 23 states that generated approximately $1.8 billion of system sales during the twelve-months ended September 30, 2023. Carrols also owns and operates 60 Popeyes restaurants in six states; The transaction is part of Burger Kings Reclaim the Flame plan to accelerate sales growth and drive franchisee profitability. The transaction follows the brands initial $400 million investment announced in September 2022 to drive high quality remodels, improve operations, enhance marketing and support ongoing technology and digital priorities; Burger King expects to significantly accelerate Carrols current rate of remodels to bring the acquired portfolio to modern image over the next five years. To accomplish this, the team plans to invest approximately $500 million of capital, funded by Carrols operating cash flow, to remodel approximately 600 acquired restaurants that are not currently considered modern image; RBI and its affiliates currently hold approximately 15% of Carrols outstanding equity; A special transaction committee of Carrols Board of Directors comprised of independent directors unaffiliated with RBI (the "Special Committee"), advised by independent legal and financial advisors, was formed to conduct a deliberate and thoughtful process to evaluate this proposal. Transaction negotiations were led by the Special Committee and following its unanimous recommendation, the Carrols Board of Directors (other than directors affiliated with RBI) unanimously approved the merger agreement with RBI and agreed to recommend that Carrols stockholders vote to adopt the merger agreement; The definitive merger agreement includes a 30-day "go shop" period that will allow the Company to affirmatively solicit alternative proposals from interested parties; The transaction is expected to be completed in the second quarter of 2024 and is subject to expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as well as other customary closing conditions, including approval by the holders of a majority of common stock held by Carrols stockholders excluding shares held by RBI and its affiliates and officers of Carrols in addition to approval by holders of a majority of outstanding common stock of Carrols; The transaction is not subject to a financing contingency and is expected to be financed with cash on hand and term loan debt for which RBI has received a financing commitment; Affiliates of Cambridge Franchise Holdings, LLC, who in aggregate own or control approximately 17% of outstanding Carrols shares and approximately 20% of outstanding Carrols shares held by stockholders unaffiliated with RBI, have entered into a voting agreement pursuant to which they have agreed, among other things, to vote their shares of common stock of Carrols in favor of the transaction; Valuation: 17.2x EPS (2025E), 6.4x EBITDA (2025E), 0.50x sales (2025E); Outside date November 30, 2024;
>50% vote target; Majority of minority vote; HSR expiry (attained Feb 29 2024);
TBNK
HOPE
Territorial Bancorp Inc.
Hope Bancorp, Inc.
29-April-24
31-December-24
Merger
Friendly
Financial
0.00000
0.80480
8.05000
78.60000
0.24761
0.40310
-1.26067
0.24
0.00000
8.38310
7.98000
0.64232
0.12550
239
Keefe
DA Davidson
Luse
Greenberg
Definitive merger agreement; As of December 31, 2023, Territorial had total assets of $2.24 billion, total loans of $1.31 billion and total deposits of $1.64 billion. Territorial Savings Bank, a state-chartered savings bank, originally chartered in 1921 by the Territory of Hawaii, conducts business from its headquarters in Honolulu, Hawaii, and operates 28 branches in the state. Hope Bancorp intends to preserve the 100-plus year legacy of the Territorial Savings Bank brand name, culture and commitment to local communities. Following the completion of the transaction, the legacy Territorial franchise in Hawaii will continue to do business under the Territorial Savings Bank brand, as a trade name of Bank of Hope; Hope Bancorp shareholders will own approximately 94.4% of the combined entity and Territorial shareholders will own approximately 5.6%; The Boards of Directors of both companies have approved the merger agreement and the transaction; The transaction is expected to close by year-end 2024, subject to regulatory approvals, the approval of Territorial shareholders, and the satisfaction of other customary closing conditions; Valuation: 27.6x EPS (2025E), 0.97x BV, 0.97x TBV;
>50% vote target; Fed; FDIC;
TDCX
TDCX Inc
Founder / CEO
01-March-24
30-May-24
Merger
Friendly
Tech
7.20000
0.00000
7.11000
745.07202
0.49068
0.06000
-2.29354
0.98400
0.00
0.03
-0.05000
7.15000
7.09000
0.05000
0.11280
24
Houlihan
GS
Hogan / Maples
Skadden / Travers
Definitive Agreement and Plan of Merger; Singapore-headquartered TDCX provides transformative digital CX solutions, enabling world-leading and disruptive brands to acquire new customers, to build customer loyalty and to protect their online communities.; The members of the Buyer Group currently beneficially own, in the aggregate, approximately 86.1% of all the issued and outstanding shares, representing approximately 98.4% of the aggregate voting power of the Company. Parent and the Buyer Group members have entered into rollover and contribution agreements, pursuant to which (i) Parent has irrevocably agreed to contribute its shares in the Company to the Merger Sub prior to the closing of the Merger (as defined below) in exchange for newly issued ordinary shares of Merger Sub, and (ii) certain other Buyer Group members and their affiliates have irrevocably agreed to contribute their respective shares in the Company to the Merger Sub prior to the closing of the Merger in exchange for newly issued ordinary shares of Parent; The Merger Consideration represents a premium of 48% to the closing price of the Companys ADSs on December 29, 2023, the last trading day prior to the Companys receipt of the going-private proposal on January 2, 2024, and a premium of 17% to the closing price of the Companys ADSs on February 29, 2024, the last trading day prior to the execution of the Merger Agreement; The Companys board of directors (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; The Merger is currently expected to close in the second quarter of 2024; Outside date July 1 2024; Valuation: 11.0x EPS (2025E), 5.0x EBITDA (2025E), 1.26x sales (2025E);
TGAN
6723
Transphorm, Inc.
Renesas Electronics Corporation
11-January-24
15-September-24
Merger
Friendly
Tech
5.10000
0.00000
4.90000
339.00000
0.34565
0.21000
-1.10000
0.38600
0.04
0.16
0.00000
5.10000
4.89000
0.20000
0.11722
132
BofA
Citi
Wilson
Goodwin / Covington
Definitive agreement; Transphorm, Inc. is a global leader in robust gallium nitride (GaN) power semiconductors; Renesas Electronics Corporation is a premier supplier of advanced semiconductor solutions; The acquisition will provide Renesas with in-house GaN technology, a key next-generation material for power semiconductors, expanding its reach into fast-growing markets such as EVs, computing (data centers, AI, infrastructure), renewable energy, industrial power conversion and fast chargers/adapters; The board of directors of Transphorm has unanimously approved the definitive agreement with respect to the transaction and recommended that Transphorm stockholders adopt such definitive agreement and approve the merger; Concurrently with the execution of the definitive agreement, KKR Phorm Investors L.P., which holds approximately 38.6% of Transphorms outstanding common stock, has entered into a customary voting agreement with Renesas to vote in favor of the transaction; The transaction is expected to close in the second half of calendar year 2024, subject to Transphorm stockholder approval, required regulatory clearances and the satisfaction of other customary closing conditions; Valuation: 8.31x sales (2025E); Outside date January 10, 2025, which date may be extended to July10, 2025 if required approval of CFIUS or pursuant to the HSR Act has not been obtained at such time;
>50% vote target; HSR expiry (filed Jan 25 2024, attained Feb 26 2024); CFIUS;
VERY
IAG
Vericity, Inc
iA Financial Corporation, Inc.
03-October-23
30-June-24
Merger
Friendly
Financial
11.43000
0.00000
11.37000
206.54300
1.00526
0.15000
-5.58000
0.76500
0.02
0.03
0.00000
11.43000
11.28000
0.14000
0.08530
55
RJ
Skadden
Definitive merger agreement; Vericity, Inc. through its subsidiaries, Fidelity Life Association and eFinancial, LLC, is a leader in direct-to-consumer life insurance solutions. As an innovator in product design and distribution, the company makes life insurance affordable and accessible for middle market consumers. With national call centers, digital and digitally enabled sales and underwriting processes, quick policy issuance, and an emphasis on products not medically underwritten at the time of sale, it is easier for customers to get the coverage they need at a price they can afford; Vericity is majority owned by J.C. Flowers & Co. (J.C. Flowers), a leading private investment firm dedicated to investing globally in the financial services industry; The transaction is not subject to any financing condition or contingency; Vericitys board of directors unanimously approved the merger agreement; The merger is expected to close in the first half of 2024; It is subject to certain customary closing conditions for a transaction of this type, including the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended and receipt of insurance regulatory approvals; Following the execution of the merger agreement, stockholders representing more than a majority of the issued and outstanding shares of Vericity common stock delivered a stockholder written consent adopting and approving the merger agreement; The purchase price of US$170 million will be funded by iA with existing cash on hand and is expected to reduce the Companys solvency ratio by about 3 percentage points; Closing is subject to obtaining the usual regulatory approvals in Canada and the United States, and other customary closing conditions for a transaction of this type. Therefore, the merger is expected to close in the first half of 2024; The transaction is expected to become slightly accretive to core EPS in year 2 and to EPS in year 3; Valuation: 1.19x sales (LTM); Outside date July 3, 2024, which date shall be extended until October 3, 2024;
HSR expiry; Insurance regulatory approvals;
VZIO
WMT
VIZIO Holding Corp.
Walmart Inc.
20-February-24
20-September-24
Merger
Friendly
Consumer
11.50000
0.00000
10.52000
1978.59998
0.47059
0.99000
-2.69000
0.89000
0.04
0.27
0.00000
11.50000
10.51000
0.98000
0.26810
137
JPMorgan
Wilson
Hogan
Agreement; Our mission at VIZIO Holding Corp. (NYSE: VZIO) is to deliver immersive entertainment and compelling lifestyle enhancements that make our products the center of the connected home. We are driving the future of televisions through our integrated platform of cutting-edge Smart TVs and powerful operating system; The acquisition of VIZIO and its SmartCast Operating System (OS) would enable Walmart to connect with and serve its customers in new ways including innovative television and in-home entertainment and media experiences. It would also create new opportunities to help advertisers connect with customers, empowering brands with differentiated and compelling opportunities to engage at scale and to realize greater impact from their advertising spend with Walmart. The combination would be expected to further accelerate Walmarts media business in the U.S., Walmart Connect, bringing together VIZIOs advertising solutions business with Walmarts reach and capabilities. These benefits would be further strengthened by the growth of connected TV platforms and Walmarts industry-leading TV panel sales; The transaction is subject to regulatory clearance and other closing conditions specified in the merger agreement; VIZIOs Board of Directors has unanimously approved the transaction; VIZIO stockholders (including Mr. Wang and his affiliates) holding approximately 89% of the voting power of VIZIOs outstanding common shares have approved the transaction. No other stockholder approval is required to complete the transaction; To finance the acquisition, Walmart plans to use cash and/or debt. The transaction is not subject to a financing condition; Walmart, including its Sams Club chain, has historically been Vizios largest customer. Vizio is historically the largest television brand sold at Walmart by sales; Valuation: 25.6x EPS (2025E), 13.2x EBITDA (2025E), 1.08x sales (2025E); WMT has a 37% share of retail TV unit sales; Outside date February 19, 2025; Apr 29 2024 received second request from the FTC;
HSR expiry (filed Feb 26 2024, pulled and refiled Mar 29 2024, received second request from the FTC Apr 29 2024);
WIRE
PRY
Encore Wire
Prysmian
15-April-24
16-October-24
Merger
Friendly
Industrial
290.00000
0.00000
281.72000
4200.00000
0.11120
9.04000
-19.98400
0.02
0.31
0.00000
290.04001
281.00000
9.03000
0.07340
163
JPMorgan
GS
OMelveny
Wachtell
Definitive merger agreement; Encore Wire is a leading manufacturer of a broad range of copper and aluminum electrical wire and cables, supplying power generation and distribution solutions to meet our customers needs today and in the future. The Company focuses on maintaining a low-cost of production while providing exceptional customer service, quickly shipping complete orders coast-to-coast. Our products are proudly made in America at our vertically-integrated, single-site, Texas campus; Prysmian is a global cabling solutions provider leading the energy transition and digital transformation. Prysmian is a public company listed on the Italian Stock Exchange, with almost 150 years of experience, about 30,000 employees, 108 plants and 26 R&D centres in over 50 countries, and sales of over 15 billion in 2023.; Encore Wire is highly complementary to Prysmians strategy and, in particular, the Transaction will allow Prysmian to increase its exposure to secular growth drivers, enhance its exposure to North America, leverage Encore Wires operational efficiency and best in class service across Prysmians portfolio, broaden Prysmians product offering enabling the combined company to better address customers needs in North America, generate ~140m in run-rate EBITDA synergies expected within 4 years from closing; The transaction will be financed through a mix of cash on Prysmians Balance Sheet (1.1bn) and newly committed debt facilities (3.4 billion); The Transaction, which has been unanimously approved by each companys Board of Directors and recommended to its shareholders by Encore Wires Board of Directors, is expected to close in the second half of 2024, subject to approval of Encore Wires shareholders representing at least a majority of the outstanding shares, regulatory approvals, and other customary closing conditions; Under the terms of the agreement, Encore Wire may solicit alternative acquisition proposals from third parties during a 35-day go-shop period following the date of execution of the merger agreement. There can be no assurances that the go-shop will result in a superior proposal; Outside date April 14, 2025 (subject to an automatic extension to 11:59 p.m. Central time on July 14, 2025 and October 14, 2025, in each case if on April 14, 2025 and July 14, 2025, respectively, all of the closing conditions except those relating to requisite antitrust and, if applicable, certain other specified regulatory approvals have been satisfied or waived); Valuation: 16.1x EPS (2025E), 11.6x EBITDA (2025E), 1.63x sales (2025E);
>50% vote target; HSR expiry; CFIUS;
WRK
SKG
WestRock Company
Smurfit Kappa Group plc
12-September-23
02-July-24
Scheme
Friendly
Industrial
5.00000
1.00000
51.91000
21083.17969
0.41860
0.76162
-14.77483
0.01
0.05
0.00000
52.65162
51.89000
1.08297
0.14142
57
Evercore / Lazard / GS
Citi / PJT
Paul / Cravath
Matheson / Wachtell / Freshfields
Definitive transaction agreement; WestRock partners with customers to provide differentiated, sustainable paper and packaging solutions that help them win in the marketplace; Expected to be high single digit accretive to Smurfit Kappas earnings per share on a pre-synergy basis and in excess of 20% including run-rate synergies by the end of first full year following completion; Domiciled in Ireland with listing on the NYSE and standard listing on the LSE, with intention to seek U.S. equity index inclusion as soon as possible; Unanimously recommended by the Boards of Directors of both companies; The Combination will enhance Smurfit Kappa and WestRocks existing offerings by creating the global Go-To packaging partner of choice and bringing together Smurfit Kappas industry-leading operational execution and innovation as a European leader in corrugated and containerboard as well as its large-scale pan-regional Americas presence that delivers best-in-class performance and returns and WestRocks leadership in the United States as well as its strong footprint in Brazil and Mexico, across corrugated and consumer packaging delivering a broad portfolio of packaging solutions serving diverse, growing end-markets; Subject to shareholder approvals, regulatory approvals and other customary closing conditions, the Combination is expected to close in the second quarter of calendar year 2024; Total consideration to WestRock stockholders equivalent to $43.51 per WestRock Share, based on the closing share price of Smurfit Kappa ordinary shares on 11 September 2023, being the last closing price prior to this announcement (and converted to U.S. Dollars using an exchange rate of 1.075x, being the exchange rate on 11 September 2023); The Boards of Directors of both Smurfit Kappa and WestRock have unanimously approved the Transaction and resolved to recommend that their respective shareholders vote in favour of the Transaction; Targeting annual pre-tax run-rate synergies in excess of $400 million at the end of the first full year following completion; delivery of synergies expected to require one-off cash costs of approximately $235 million; The Transaction will be effected through an Irish scheme of arrangement involving Smurfit Kappa, and a merger of a subsidiary with WestRock; Subject to the satisfaction of the conditions to closing, the Transaction is expected to close in the second quarter of calendar year 2024; Smurfit Kappa Treasury Unlimited Company, a wholly-owned subsidiary of Smurfit Kappa, has entered into a commitment letter providing for a committed bridge facility with affiliates of Citigroup Global Markets Limited (Citi) which includes financing to fund the cash portion of the Transaction. Smurfit Kappa expects any drawings to be refinanced through debt capital markets or other financing sources; Outside date Sept 12 2024; Valuation: Valuation: 13.7x EPS (2024E), 7.2x EBITDA (2024E), 6.3x Adj EBITDA after synergies (2024E), 1.04x sales (2024E); Following the completion of the Transaction, former Smurfit Kappa shareholders are expected to hold approximately 50.4% of ListCo and former stockholders of the Company are expected to hold approximately 49.6% of ListCo; Apr 3 2024 closed green bond to finance merger;
>50% vote target; >75% vote acquiror; HSR expiry (attained as at Nov 17 2023); EC (filed Mar 11 2024, attained Apr 8 2024); UK CMAl Mexico Brazil CADE (attained), Colombia (attained), Costa Rica (attained), Serbia (attained), South Africa (attained);
X
5401
United States Steel Corporation
Nippon Steel Corporation
18-December-23
30-September-24
Merger
Friendly
Industrial
55.00000
0.00000
38.02000
14900.00000
1.42077
17.10000
-15.23869
0.04
0.53
0.00000
55.10000
38.00000
17.09000
1.51466
147
Barclays / GS / Evercore
Citi
Milbank / Wachtell
Ropes
Definitive agreement; United States Steel Corporation is a leading steel producer with competitive advantages in low-cost iron ore, mini mill steelmaking, and best-in-class finishing capabilities; NSC to honor all collective bargaining agreements with United Steelworkers Union as part of commitment to maintaining strong stakeholder relations; U. S. Steel to retain its iconic name and headquarters in Pittsburgh, PA; Transaction represents culmination of U. S. Steels robust strategic alternatives process; The transaction has been unanimously approved by the Board of Directors of both NSC and U. S. Steel; The transaction is expected to close in the second or third quarter of calendar year 2024, subject to approval by U. S. Steels shareholders, receipt of customary regulatory approvals and other customary closing conditions; NSC plans to fund the transaction through proceeds mainly from borrowings from certain Japanese banks and has already secured financing commitments. The transaction is not subject to any financing conditions; Valuation: 19.6x EPS (2024E), 8.0x EBITDA (2024E), 0.89x sales (2024E); Dec 18 2023 USW Slams Nippon Plan to Acquire USS; Outside date September 18, 2024 (subject to an automatic extension to 11:59 p.m. Eastern time on March 18, 2025 and June 18, 2025, in each case if on such date all of the closing conditions except those relating to regulatory approvals have been satisfied or waived); Mar 29 2024 ISS and Glass Lewis recommend vote For; Apr 11 2024 filed for EC clearance, deadline May 17;
>50% vote target; HSR expiry; CFIUS; EC (filed Apr 11 2024, attained May 6 2024); Mexico; Slovakia; Turkey; UK CMA; Competition Canada; Serbia;
ZFOX
ZeroFox Holdings, Inc.
Haveli Investments
06-February-24
13-May-24
Merger
Friendly
Tech
1.14000
0.00000
1.14000
350.00000
0.23913
0.01000
-0.21000
0.09100
0.02
0.05
0.00000
1.14000
1.13000
0.00000
0.00000
7
Piper / Stifel
BTIG / Evercore
Venable
Ropes
Definitive agreement; ZeroFox Holdings, Inc. is a leading provider of external cybersecurity; Haveli Investments is an Austin-based private equity firm that seeks to invest in the highest quality companies in the technology sector through control, minority or structured equity and debt investments with a focus on software, data, gaming and adjacent industries; The transaction, which was unanimously approved and recommended by a Special Committee comprised of independent members of ZeroFoxs Board of Directors and unanimously approved by ZeroFoxs Board of Directors, is expected to close in the first half of 2024, subject to customary closing conditions, including approval by ZeroFox stockholders and the receipt of required regulatory approvals; The transaction is not subject to a financing condition; Outside date August 6, 2024 (subject to extension to November 6, 2024 under specified circumstances); Parent has obtained equity financing commitments for the purpose of financing the transactions contemplated by the Merger Agreement. Certain of the Haveli Funds have committed to make equity contributions to Parent at the closing of the Merger on the terms and subject to the conditions set forth in an equity commitment letter; May 3 2024 received all regulatory approvals, closing May 13;
>50% vote target; HSR expiry (filed Feb 28 2024); UK NSI Act (attained as at May 3 2024);