Please adjust your browser
zoom level to be within the
range 75% -125%
| 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 | |
| Target Legal Advisor | |
| Acquiror Legal Advisor | |
| Consideration | |
|---|---|
| Cash Consideration | |
| Share Consideration | |
| Spin-off/ Other Consideration | |
| Implied Consideration Value | |
| Arbitrage Return | |
|---|---|
| Current Price | |
| Current Spread | |
| Deal Duration (Days) | |
| Yield | |
| Notes |
|---|
| |
| Key Conditions |
|---|
| |
|
ticker
|
Acquiror Ticker
|
target_name
|
acquiror_name
|
Announce Date
|
Estimated Completion Date
|
type
|
nature
|
sector
|
cash
|
shares
|
ask_target
|
size_mm
|
premium
|
upside
|
downside
|
lock_up
|
break_fee_pct
|
odds_of_deal_breaking
|
spin_off_other
|
implied_consideration_bid
|
bid_target
|
bid_to_bid
|
Yield
|
days
|
target_financial
|
acquiror_financial
|
target_legal
|
acquiror_legal
|
notes
|
key_conditions
|
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
AHL
|
8630
|
Aspen Insurance Holdings Limited
|
Sompo Holdings, Inc.
|
27-August-25
|
30-April-26
|
Merger
|
Friendly
|
Insurance
|
37.50000
|
0.00000
|
37.29000
|
3500.00000
|
0.35575
|
0.22000
|
-9.62000
|
0.82120
|
0.03
|
0.02
|
0.00000
|
37.50000
|
37.28000
|
0.21000
|
0.02030
|
102
|
GS / Insurance Advisory Partners
|
MS
|
Sidley
|
Skadden
|
Definitive merger agreement; Aspen provides insurance and reinsurance coverage to clients in various domestic and global markets through wholly-owned operating subsidiaries in Bermuda, the United States and the United Kingdom, as well as its branch operations in Canada, Singapore and Switzerland; Further diversifies Sompos portfolio geographically in high-growth international markets; Strengthens underwriting expertise and presence in core specialty insurance and reinsurance lines; Provides access to significant fee-based income through leading capital markets platform; Transaction expected to be immediately accretive to ROE post-closing; Immediately following the closing, each series of preference shares of Aspen will remain outstanding and the relative rights, terms and conditions will remain unchanged. Sompo and Aspen may from time to time seek to redeem or repurchase and/or delist the preferred shares or associated depositary shares; The transaction has been unanimously approved by both companies Boards of Directors and is expected to close in the first half of 2026. The transaction is subject to certain customary closing conditions for a transaction of this type, including the receipt of antitrust and insurance regulatory approvals, consents and expiration of applicable waiting periods; Apollo owns 82.12% of the shares; Valuation: 7.5x EPS (2026E), 8.1x EBIT (2026E), 1.05x sales (2026E); Signed CA July 24, 2025; Outside date May 27, 2026 (automatically be extended to August 27, 2026);
|
>50% vote target (attained via written resolution); HSR expiry; Japan Financial Services Agency; Bermuda Monetary Authority; U.K. Prudential Regulatory Authority; U.K. Financial Conduct Authority; Council and Society and Corporation of Lloyds; North Dakota Department of Insurance; Texas Department of Insurance; Competition Canada (filed Oct 6 2025, attained Dec 5 2025);
|
|
AL
|
|
Air Lease
|
Sumitomo Corporation / SMBC Aviation Capital / Apollo / Brookfie
|
02-September-25
|
09-February-26
|
Merger
|
Friendly
|
Industrial
|
65.00000
|
0.00000
|
64.31000
|
28200.00000
|
0.07955
|
0.70000
|
-4.09000
|
0.06170
|
0.01
|
0.15
|
0.00000
|
65.00000
|
64.30000
|
0.69000
|
0.19374
|
22
|
JPMorgan
|
Citi / GS
|
Skadden
|
Davis / McCann / Norton / Millbank
|
Definitive agreement; Air Lease is a leading global aircraft leasing company based in Los Angeles, California that has airline customers throughout the world; Total valuation of approximately $7.4 billion, or approximately $28.2 billion including debt obligations to be assumed or refinanced net of cash; The Board of Directors of Air Lease has unanimously approved the agreement. The transaction is subject to customary closing conditions, including approval by Air Leases Class A common stockholders and receipt of certain regulatory approvals, and is expected to close in the first half of 2026. Air Leases directors and certain executive officers have agreed to vote the shares of Class A common stock held by them in favor of the transaction. The transaction is not subject to any financing contingency; Air Lease will be renamed Sumisho Air Lease Corporation (Sumisho Air Lease) and its orderbook is expected to transfer to SMBC Aviation Capital as part of the transaction; SMBC Aviation Capital will act as a servicer to Sumisho Air Leases portfolio; Apollo and Brookfield to provide capital to support the acquisition, joining Sumitomo Corporation and SMBC Aviation Capital as aligned investors; SMBC, Citi, and Goldman Sachs Bank USA have provided $12.1 billion of committed financing in connection with the transaction; Air Leases directors and certain executive officers have agreed to vote the shares of common stock held by them in favour of the transaction; Valuation: 8.4x EPS (2026E), 9.7x EBITDA (2026E), 8.9x sales (2026E); The Company is permitted to pay regular quarterly cash dividends up to $0.22 per share of Common Stock; Concurrently with the execution of the Merger Agreement, Parent obtained equity and debt financing commitments for the Merger and the transactions contemplated thereby. The Equity Investors delivered equity commitment letters to Parent, pursuant to which the Equity Investors have committed to invest up to an aggregate amount of $5,404,613,000 in equity securities of Parent (the Equity Financing) on the terms and subject to conditions set forth in the equity commitment letters (Equity Commitment Letters). Parent also obtained debt commitment letters from lenders (the Debt Commitment Letters and, together with the Equity Commitment Letter, the Commitment Letters) to provide, on the terms and subject to the conditions set forth in the Debt Commitment Letters, up to an aggregate amount of $12,100,000,000 in debt financing (the Debt Financing, and together with the Equity Financing, the Financing); Also on September 1, 2025, Parent entered into a Voting Agreement (the Voting Agreement) with each of the Companys directors as well as with executive officers Gregory Willis and Carol Forsyte (collectively, the Relevant Stockholders). As of August 29, 2025, the Relevant Stockholders directly beneficially owned, in the aggregate, 6,895,945 of the Companys issued and outstanding Common Stock, representing approximately 6.17% of the Companys total issued and outstanding Common Stock as of the same date; Outside date June 1, 2026 (automatically be extended for all purposes hereunder to December 1, 2026); Signed CA February 24, 2025, and amended on March 31, 2025 and May 8, 2025; Signed clean team agreement June 12, 2025; Background: Since 2023, Air Leases board and executives routinely reviewed performance, leverage, and strategic options following the 2022 write-off of aircraft detained in Russia, which elevated its debt-to-equity ratio above the 2.5 target. They explored deleveraging options, including joint ventures, asset sales, and capital partnerships to unlock value and reduce leverage. Party A Joint Venture: Began Sept 2023 with a global investment firm to contribute aircraft assets for cash, discussions extended into 2025 but never closed due to lack of capital partners. Party B and Party C were approached for similar partnerships but withdrew by early 2024. Preliminary merger interest surfaced from strategic Party D (aircraft lessor) and Party E (non-industry), both later declined due to Air Leases size and valuation. July 2024: SMBC Aviation Capital (SMBC AC) executives expressed informal interest in a potential transaction. Party F (a strategic backed by investors) informally valued Air Lease at $67 billion ($52$61 per share). The Board agreed to evaluate any credible premium offer but had no sale plan at that time. Sept 12 2024: SMBC AC CEO Peter Barrett met Air Lease leadership, expressing interest in an all-cash acquisition. Nov 4 2024: SMBC AC submitted a non-binding offer of $54$61 per share, a 2238 % premium. Air Lease retained Skadden Arps as counsel and J.P. Morgan as financial advisor (Nov 22 2024). The Board deemed the range inadequate and overly broad but invited a higher proposal. Dec 24 2024: SMBC AC and parent Sumitomo raised their indication to $57$61.50 per share (1727 % premium). Feb 24 2025: Parties executed a non-disclosure agreement (NDA) allowing limited information sharing with potential co-investors (Apollo Global Management and Brookfield Corporation). Mar 2025: Data-room access began, diligence commenced. Party H, another aircraft lessor, made a stock-based unsolicited approach around $55 per share, but offered no premium and withdrew later. Party F again failed to secure financing. No other strategic or financial bidders produced a superior alternative. Apr 17 2025: Sumitomo / SMBC AC reiterated the $57$61.50 range (3647 % premium to then-price $41.78). The Board pressed for $60 share minimum. June 4 2025: Investors lifted the upper band to $65 per share, discussions formalized in a July 3 2025 Letter of Intent (LOI) setting a $60$65 range and outlining regulatory and orderbook-transfer terms. July 15 2025: Investors proposed $63.00, Board countered $65.00. July 24 2025: Investors delivered a best-and-final $65.00 per share all-cash offer ( 12 % premium to prior close). Aug 29 2025: Board met to review final terms, J.P. Morgan delivered its fairness
|
>50% vote target; HSR expiry (filed Oct 8 2025, attained Nov 7 2025); U.S. Department of Transportation; FCC; CFIUS; Chile, China (filed Jan 15 2026), COMESA, Egypt, France, Germany (attained Nov 27 2025), Italy, Kazakhstan, Mexico, Moldova, Morocco, Poland, Romania, Saudi Arabia, South Africa, South Korea, Sweden, Switzerland, Taiwan, Turkey, Ukraine (attained Dec 29 2025), United Arab Emirates, United Kingdom, Vietnam;
|
|
ALEX
|
|
Alexander & Baldwin, Inc.
|
MW Group / Blackstone Real Estate / DivcoWest
|
08-December-25
|
26-February-26
|
Merger
|
Friendly
|
Real Estate
|
20.85000
|
0.00000
|
20.83000
|
2300.00000
|
0.37715
|
0.03000
|
-5.68000
|
|
0.01
|
0.01
|
0.00000
|
20.85000
|
20.82000
|
0.02000
|
0.00903
|
39
|
BofA
|
Wells
|
Skadden / Cades
|
Simpson / Carlsmith / Gibson
|
Definitive merger agreement; Alexander & Baldwin, Inc.is a Hawaii-based owner, operator and developer of high-quality commercial real estate in Hawaii. A&B is the largest owner of high-quality, grocery-anchored shopping centers in Hawaii. The Companys portfolio consists of approximately 4.0 million square feet of commercial space, including 21 retail centers, 14 industrial assets and four office properties, as well as fee interests in 146 acres of ground lease assets; The transaction, which was unanimously approved by the A&B Board of Directors, is expected to close in the first quarter of 2026, subject to customary closing conditions including approval by the Companys shareholders; A&B also announced today that its Board of Directors approved a fourth quarter 2025 dividend of $0.35 per share. The dividend is payable on January 8, 2026, to shareholders of record as of the close of business on December 19, 2025. Under the terms of the merger agreement, the per-share consideration that shareholders will receive at the closing of the transaction will be reduced to reflect this dividend; Outside date June 8, 2026 (shall automatically be extended to September 8, 2026); Signed CA August 18, 2025; Signed clean team agreement September 4, 2025; Also on December 8, 2025, in connection with the execution of the Merger Agreement, Blackstone Real Estate Partners X L.P. (the Guarantor) delivered (i) to the Company, an Equity Commitment Letter, by and between Guarantor and Parent, pursuant to which Guarantor will contribute to Parent, subject to the terms and conditions thereof, equity financing in the amount of $2,150,000,000 and (ii) to Parent, a Guarantee in favor of the Company to guarantee, subject to the terms and limitations contained therein, Parents payment obligations with respect to the reverse termination fee and certain expenses under the Merger Agreement; Background: The companys board had long pursued a Hawaii focused REIT strategy and asset simplification but believed public markets were undervaluing the portfolio, leaving the stock at a persistent discount to estimated NAV amid a higher cost of capital and a difficult rate backdrop. In March 2025 MW Groups Stephen Metter approached the chair about a potential take private with DivcoWest, and in June the investor group delivered a nonbinding offer of $21.75 to $22.25 per share with no financing contingency, later confirmed to involve Blackstone. After the board reviewed the approach with BofA Securities and Skadden, it agreed to share non public information under confidentiality and clean team arrangements, opened a data room, and conducted management meetings and property tours through September and October. In mid October the investor group submitted a reduced revised proposal at $21.15 per share citing diligence related factors, the board pushed back on price and debated a broader auction versus exclusive negotiations, and ultimately chose to negotiate solely with the investor group while seeking better terms. On November 1 the investor group modestly increased to $21.20 per share and the parties negotiated key deal protections including a two tier company termination fee, a parent termination fee and limits on dividends and remedies, alongside an equity commitment letter and limited guarantee. On December 8 2025 the board reviewed BofAs fairness analysis, received BofAs fairness opinion, approved and recommended the merger agreement, declared a dividend that would reduce the per share consideration at closing, and the company announced the signed deal that day;
|
>50% vote target;
|
|
AMWD
|
MBC
|
American Woodmark Corporation
|
MasterBrand, Inc.
|
06-August-25
|
04-March-26
|
Merger
|
Friendly
|
Industrial
|
0.00000
|
5.15000
|
61.73000
|
1310.63477
|
0.07418
|
3.60000
|
-0.88117
|
|
0.02
|
0.80
|
0.00000
|
64.89000
|
61.29000
|
3.79629
|
0.61606
|
46
|
Jefferies
|
Rothschild
|
McGuireWoods
|
Skadden
|
Definitive agreement; With over 7,800 employees and more than a dozen brands, American Woodmark is one of the nations largest cabinet manufacturers; Industrys most comprehensive portfolio of trusted cabinet brands and products across the value chain to benefit customers and consumers; Broadened channel partnerships, expanded geographic reach, and enhanced operating agility; Anticipated run-rate cost synergies of approximately $90 million by the end of year three and accretion to MasterBrands adjusted Diluted EPS in year two; Fortified financial profile and increased resources expected to amplify returns, advance innovation, and accelerate growth; MasterBrand and American Woodmark shareholders will own approximately 63% and 37% of the combined company, respectively; The transaction, which has been unanimously approved by the Board of Directors of both companies, is expected to close in early 2026 subject to approval of the transaction by MasterBrand and American Woodmark shareholders, the receipt of regulatory approvals, and the satisfaction of other customary closing conditions; MasterBrand is the #1 producer, American Woodmark says its a top-3 player; Market shares: MasterBrand: ~22% (Fitch estimate, 2024). American Woodmark: ~11% (company 2025 annual report). Combined: ~33% (approximate, depends on market definition); Valuation: 9.1x EPS (2026E), 6.32x EBITDA (2026E), 4.4x Adj EBITDA after synergies (2026E), 0.76x sales (2026E); Outside date August 5, 2026; Signed CA April 25, 2025;
|
>66 2/3 vote target; >50% vote acquiror; HSR expiry (filed Sept 5 2025, pulled and refiled Oct 8 2025, received a second request from the FTC Nov 7 2025); Mexico COFECE (filed Sept 2 2025, attained Oct 3 2025); State of Vermont Department of Financial Regulation (filed Sept 3 2025);
|
|
ATXS
|
BCRX
|
Astria Therapeutics, Inc.
|
BioCryst Pharmaceuticals, Inc.
|
14-October-25
|
23-January-26
|
Merger
|
Friendly
|
Biotech
|
8.55000
|
0.59000
|
12.42000
|
700.00000
|
0.49983
|
0.01040
|
-4.12882
|
0.11500
|
0.05
|
0.00
|
0.00000
|
12.42040
|
12.41000
|
0.00393
|
0.02339
|
5
|
Evercore
|
BofA
|
Sidley
|
Covington
|
Definitive agreement; Astria is a biopharmaceutical company focused on developing life-changing therapies for allergic and immunologic diseases; Deal to add navenibart, a late-stage and long-acting plasma kallikrein inhibitor, in Phase 3 clinical development, to BioCrysts HAE portfolio; Solidifies double digit growth trajectory for HAE portfolio over the next decade; Implied aggregate equity-value of approximately $920 million and implied enterprise value of approximately $700 million; The transaction was unanimously approved by both the BioCryst and Astria Boards of Directors. Upon closing of the transaction, which is expected in the first quarter of 2026 subject to customary closing conditions; Astrias lead product candidate navenibart is an injectable, long-acting, monoclonal antibody inhibitor of plasma kallikrein for hereditary angioedema (HAE) prophylaxis. Navenibarts potentially best-in-class clinical profile and highly differentiated every 3- and 6-month administration schedule could offer significant improvements over existing injectable options and address key unmet needs in the HAE patient community; As part of this transaction, BioCryst has also entered into a debt commitment letter for a strategic financing facility with funds managed by Blackstone with a total capacity of up to $550 million. BioCryst expects the cash portion of total consideration to be funded with cash on hand and a portion of the Blackstone facility; Astria stockholders will own approximately 15% of proforma equity in the combined company based on basic shares outstanding; The transaction has been unanimously approved by the Boards of Directors of both companies and is expected to close in the first quarter of 2026, pending customary regulatory approvals and approval by Astria stockholders; Certain stockholders of Astria, including each director and each executive officer, as well as affiliates of Perceptive Advisors, LLC, Astrias largest stockholder, have entered into voting and support agreements in support of the transaction; Outside date April 14, 2026, subject to adjustment until May 31, 2026 for a government shutdown, which date may be extended to October 14, 2026 under certain circumstances; In connection with the transactions contemplated by the Merger Agreement, on October 14, 2025, BioCryst entered into a debt commitment letter (the Commitment Letter) with certain affiliates of Blackstone, Inc. (Blackstone) pursuant to which Blackstone has agreed to provide a $550,000,000 senior secured credit facility consisting of (i) a committed initial term loan in an aggregate principal of $350,000,000 (the Initial Term Loan), (ii) a committed delayed draw term loan facility in an aggregate principal amount not exceeding $50,000,000 (the loans thereunder, the Committed Delayed Draw Term Loans) and (iii) an uncommitted delayed draw term loan facility in an aggregate principal amount not exceeding $150,000,000; Signed CA August 8, 2025; Background: Astria was pursuing regional licensing deals for its lead HAE drug navenibart (Japan, Europe, other ex-U.S.) and exploring other strategic options to fund commercialization. In mid-2025, Astria received two competing strategic M&A approaches: Party 1 an all-stock merger concept. BioCryst a cash-and-stock acquisition proposal. Astria ran a dual-track process: continue licensing talks (esp. Europe) while negotiating with Party 1 and BioCryst and quietly checking with a small set of additional potential buyers. After multiple rounds of price increases, diligence, and negotiation, BioCryst delivered a best and final $13.00 per share proposal. Astria entered into exclusivity with BioCryst, finalized terms (including exchange ratio and governance/termination provisions), obtained a fairness opinion from Evercore, and the Board unanimously approved the Merger Agreement, signed and announced on October 14, 2025;
|
>50% vote target; HSR expiry (filed Nov 7 2025, attained Dec 3 2025);
|
|
AVDL
|
ALKS
|
Avadel Pharmaceuticals plc
|
Alkermes plc
|
22-October-25
|
12-February-26
|
Scheme
|
Friendly
|
Biotech
|
21.00000
|
0.00000
|
21.50000
|
2370.00000
|
0.32911
|
-0.26500
|
-5.52071
|
|
0.01
|
0.00
|
0.22500
|
21.22500
|
21.49000
|
-0.27500
|
-0.17142
|
25
|
MS / GS
|
JPMorgan
|
Goodwin / Arthur
|
Paul / McGann / Cleary
|
Definitive agreement; Avadel Pharmaceuticals plc is a biopharmaceutical company focused on transforming medicines to transform lives. Avadels approach includes applying innovative solutions to the development of medications that address the challenges patients face with current treatment options. Avadels commercial product, LUMRYZTM, was approved by the U.S. Food & Drug Administration (FDA) as the first and only once-at-bedtime oxybate for extended-release oral suspension for the treatment of cataplexy or excessive daytime sleepiness (EDS) in patients 7 years and older with narcolepsy; Alkermes expects to finance the acquisition with cash on hand, supplemented by the issuance of new debt. The transaction, which has been approved by the boards of directors of both Alkermes and Avadel, is expected to close in the first quarter of 2026; The planned acquisition adds Avadels FDA-approved product, LUMRYZTM (sodium oxybate) for the treatment of cataplexy or excessive daytime sleepiness in patients over 7 years of age with narcolepsy, to Alkermes commercial portfolio. This strategic move accelerates Alkermes entry into the sleep medicine market and enhances its ability to unlock the full potential of its late-stage development pipeline focused on central disorders of hypersomnolence. The transaction is expected to be immediately accretive upon closing and represents a compelling financial and strategic opportunity, leveraging Alkermes existing commercial expertise and operational infrastructure and adding new capabilities in rare disease; J.P. Morgan has provided fully committed financing to Alkermes in support of the transaction; It is intended that the Acquisition will be implemented by way of a High Court-sanctioned scheme of arrangement under Chapter 1 of Part 9 of the Act (although Alkermes reserves the right to effect the Acquisition by way of a Takeover Offer, subject to the terms of the Transaction Agreement, compliance with the Takeover Rules and with the consent of the Irish Takeover Panel); Valuation: 21.6x EPS (2026E), 15.7x EBITDA (2026E), 5.86x sales (2026E); Outside date 9 months following the date of the Agreement (which date is subject to automatic extension to the date that is 12 months following the date of the Agreement if regulatory approvals have not yet been obtained); On the Agreement Date, Alkermes, as the TopCo Borrower, Alkermes, Inc., as the U.S. Borrower, JPMorgan Chase Bank, N.A., as Administrative Agent, Sole Lead Arranger and Sole Bookrunner, and the lenders party thereto entered into a Bridge Term Loan Credit Agreement (the Bridge Credit Agreement). The Bridge Credit Agreement provides for a senior secured bridge term loan facility (the Bridge Credit Facility) in an aggregate principal amount of up to $1,231,459,813.22 that is available to finance the payment of Cash Consideration and fees and expenses related to the Acquisition; Signed CA August 24, 2025; Background: On July 4, 2025, Alkermes delivered an unsolicited cash offer of $12.50 per share, later increased to $13.25 on July 11 and $15.25 on August 14. Each time, Avadels board advised by Morgan Stanley, Goldman Sachs, and Irish/US counsel concluded the offers were inadequate based on Avadels standalone prospects, but allowed progressively more limited due diligence to help Alkermes improve its price. During this period, the board formed a Transaction Committee, approved management financial projections for use in fairness analyses, and also completed an amended license with XWPharma for valiloxybate (a once-nightly oxybate product). On October 1, 2025, Alkermes sent a significantly improved proposal of up to $20.00 per share: $18.00 in cash plus a $2.00 non-tradeable CVR tied to FDA approval of LUMRYZ for idiopathic hypersomnia (IH) by December 31, 2027 with no legal/regulatory impediments. The board focused heavily on the CVR structure, regulatory and litigation risks (notably ongoing litigation with Jazz Pharmaceuticals), and sought to shift more value into upfront cash and more achievable CVR milestones, including potential value-sharing from any Jazz settlement. At the same time, Avadel authorized outreach to three other potential acquirers (Parties A, B and C) to see if a superior proposal could emerge while preserving confidentiality. Through earlymid October, Avadel, Alkermes and their advisors intensively negotiated the Transaction Agreement, CVR Agreement, closing conditions, regulatory covenants, and termination/expense provisions, while also coordinating with the Irish Takeover Panel. Parties B and C dropped out or failed to engage. Party A entered into a standstill NDA, received a management presentation, and was given a draft agreement and data room access, but did not move fast enough to put forth a superior, executable proposal. On October 1516, Alkermes and Avadel converged on an economics package (the Avadel October 16 Proposal): $18.50 per share in cash plus a $1.50 per share CVR tied to FDA approval of LUMRYZ in IH by December 31, 2028, structured in the context of an anticipated settlement of the Jazz litigation. Alkermes accepted these terms on October 17. The parties then finalized the transaction and CVR documentation. On October 19, 2025, the Avadel board met in Dublin, reviewed updated standalone projections (reflecting the potential Jazz settlement), received fairness opinions from both Morgan Stanley and Goldman Sachs, and unanimously determined that the Alkermes transaction, including the scheme of arrangement and consideration mix, was fair and in the best interests of shareholders. On October 20, Party A finally submitted a competing non-binding indication of up to $20.00 per share (including a CVR tied to first commercial sale in IH and a $700 million sales milestone). The board concluded this proposal was inferior due to lower upfront cash, a less attractive and less probable CVR structure, and timing risk that could jeopardize the Alkermes deal. Avadels board again revie
|
>75% vote target; HSR expiry (filed Nov 7 2025, attained Dec 8 2025);
|
|
AXTA
|
AKZA
|
Axalta Coating Systems Ltd.
|
Akzo Nobel N.V.
|
18-November-25
|
31-March-27
|
Merger
|
Friendly
|
Industrial
|
0.00000
|
0.65390
|
33.24000
|
9562.19727
|
0.11781
|
9.02998
|
|
|
0.03
|
0.00
|
0.00000
|
42.19998
|
33.17000
|
10.51096
|
0.25849
|
437
|
Evercore / JPMorgan
|
MS / Lazard
|
Cravath / NautaDutilh
|
De Brauw / Davis / Wakkie
|
Definitive agreement; Merger of equals; Axalta is a global leader in the coatings industry, providing customers with innovative, colorful, beautiful and sustainable coatings solutions. From light vehicles, commercial vehicles and refinish applications to electric motors, building facades and other industrial applications, our coatings are designed to prevent corrosion, increase productivity and enhance durability; Creates a global coatings leader with $17 billion in revenue and an enterprise value of $25 billion; Significant value creation with approximately $600 million in cost synergies supporting strategic and capital allocation priorities; Combines highly complementary portfolios across end markets, driving stronger revenue growth, enhanced profitability and increased value for customers; In connection with the transaction, AkzoNobel will pay a special cash dividend to AkzoNobel shareholders equal to 2.5 billion minus the aggregate amount of any regular annual and interim dividends paid by AkzoNobel to AkzoNobel shareholders in 2026 prior to completion. AkzoNobel shareholders will own 55% and Axalta shareholders will own 45% of the combined company on a pro forma basis immediately after closing; The companies expect the transaction to close in late 2026 to early 2027; Combines #3 and #6 player to create #2; Outside date May 18, 2027 (subject to extension to November 18, 2027 under certain circumstances in the event that any Regulatory Clearance has not been obtained);
|
>50% vote target; >50% vote acquiror; HSR expiry; EC; UK CMA; China SAMR;
|
|
BBU
|
BBUC
|
Brookfield Business Partners L.P.
|
Brookfield Business Corporation
|
25-September-25
|
31-January-26
|
Plan
|
Friendly
|
Financial
|
0.00000
|
1.00000
|
36.11000
|
3201.56323
|
0.26495
|
0.13000
|
-7.33088
|
67.50000
|
0.00
|
0.02
|
0.00000
|
35.62000
|
35.49000
|
0.13396
|
0.11158
|
13
|
Origin
|
|
Stikeman
|
Torys
|
Arrangement agreement; Approved plans to simplify its corporate structure; All BBU limited partnership units, BBUC class A exchangeable shares and redemption-exchange units in BBU held by Brookfield will be exchanged for new class A shares of BBU Inc. on a one-for-one basis; The transaction is expected to be implemented pursuant to a court-approved plan of arrangement and will require BBU unitholder and BBUC shareholder approval, as well as customary regulatory approvals for a transaction of this nature; The Arrangement will be implemented pursuant to a court-approved plan of arrangement and completion of the Arrangement is subject to a number of conditions, including BBU and BBUC security holder approvals, approval by the British Columbia Supreme Court and customary regulatory approvals for a transaction of this nature. A special meeting of BBU unitholders and a special meeting of BBUC shareholders have been called for January 13, 2026 and security holders of record as of the close of business on November 25, 2025 will be entitled to vote at the meetings;
|
66 2/3 vote target; 66 2/3 vote acquiror;
|
|
BHF
|
|
Brighthouse Financial, Inc.
|
Aquarian Capital LLC
|
06-November-25
|
30-September-26
|
Merger
|
Friendly
|
Insurance
|
70.00000
|
0.00000
|
64.21000
|
4100.00000
|
0.35135
|
5.82000
|
-12.38000
|
|
0.04
|
0.32
|
0.00000
|
70.00000
|
64.18000
|
5.81000
|
0.13207
|
255
|
Wells / GS
|
RBC
|
Debevoise
|
Skadden
|
Definitive merger agreement; Brighthouse Financial is on a mission to help people achieve financial security. As one of the largest providers of annuities and life insurance in the U.S., Brighthouse Financial specializes in products designed to help people protect what theyve earned and ensure it lasts; Aquarian Capital LLC is a diversified global holding company with a strategic portfolio of insurance and asset management businesses; The transaction positions Brighthouse Financial to pursue strategic growth opportunities and strengthen its ability to continue to serve its customers, distribution partners and other stakeholders. Aquarian Capital plans to invest in Brighthouse Financials platform and distribution franchise while enhancing product design, development and innovation. Aquarian Capital also plans to bolster Brighthouse Financials investment management capabilities through a strategic relationship with Aquarian Investments, Aquarian Capitals investment management platform; The transaction is expected to close in 2026 and is subject to customary closing conditions, including approval by Brighthouse Financials common stockholders, antitrust clearance and the receipt of insurance regulatory approvals; The merger consideration will be funded with committed financing without incremental debt financing at the Aquarian Capital insurance businesses or Brighthouse Financial. The receipt of financing by Aquarian Capital is not a condition precedent to the completion of the transaction; All outstanding shares of each series of Brighthouse Financial preferred stock will continue as preferred shares of Brighthouse Financial immediately following the closing of the merger, and immediately following the closing of the merger the rights, terms and conditions of each series of preferred stock will remain entitled to the same dividends and all other preferences, privileges and other special rights, and qualifications, limitations and restrictions set forth in the certificate of designations applicable to such series of preferred stock. The outstanding junior subordinated debentures and each series of Brighthouse Financials outstanding senior notes will continue to remain outstanding as obligations of Brighthouse Financial immediately following the closing of the merger; The Board of Directors of Brighthouse Financial has unanimously approved and declared advisable the merger agreement and the transactions contemplated thereby, including the merger, and resolved to recommend that Brighthouse Financials common stockholders vote to adopt the merger agreement and to approve the merger; Valuation: 3.3x EPS (2026E), 3.11x EBIT (2026E), 0.45x sales (2026E); Parent has received an equity commitment letter from Aquarian Capital LLC, and Aquarian Holdings has received a debt commitment letter from certain lenders party thereto, the proceeds of which will be contributed indirectly to Parent prior to the Effective Time. The aggregate proceeds of the committed financing will provide Parent with the funds needed to consummate the Merger. The receipt of financing by Parent is not a condition precedent to the completion of the Merger; Outside date September 6, 2026 (extends to December 6, 2026); Signed CA February 3, 2025; Background: Brighthouse Financials board spent 2024 and 2025 evaluating strategic alternatives to enhance value, including reinsurance, asset management partnerships and a potential sale. In early 2025 the company launched a formal sale process with Goldman Sachs and Wells Fargo, contacting 20 potential buyers and receiving multiple bids. After two rounds, Aquarian and one other bidder advanced, with Aquarian emerging as the preferred counterparty despite repeated delays and questions around committed financing. Negotiations continued through the summer and fall as the board weighed Aquarians higher price against execution and financing risk, while also engaging with a lower priced competing bidder. By late October 2025 Aquarian resolved key financing, regulatory and contractual issues and agreed on definitive terms. In November 2025 the board approved the transaction after receiving fairness opinions, and Brighthouse Financial and Aquarian signed and announced the merger;
|
>50% vote target; HSR expiry (filed Dec 19 2025); Insurance approvals in Delaware, New York and Massachusetts; FINRA (filed Dec 8 2025); CFIUS;
|
|
BLFY
|
FULT
|
Blue Foundry Bancorp
|
Fulton Financial Corporation
|
24-November-25
|
15-May-26
|
Merger
|
Friendly
|
Financial
|
0.00000
|
0.65000
|
12.67000
|
243.00000
|
0.47399
|
0.08400
|
-4.00443
|
|
0.04
|
0.02
|
0.00000
|
12.71400
|
12.63000
|
0.19062
|
0.04784
|
117
|
Piper
|
Stephens
|
Luse
|
Holland
|
Definitive merger agreement; Blue Foundry Bancorp is the holding company for Blue Foundry Bank, a place where things are made, purpose is formed, and ideas are crafted. Headquartered in Rutherford, New Jersey, with a presence in Bergen, Essex, Hudson, Middlesex, Morris, Passaic, Somerset and Union counties, Blue Foundry Bank is a full-service, innovative bank serving the doers, movers, and shakers in our communities; This transaction accelerates Fultons growth efforts in the attractive northern New Jersey market. The transaction is expected to be accretive to first full-year earnings by over 5%, immediately accretive to tangible book value per share and neutral to regulatory capital ratios at close; The boards of directors of both Fulton and Blue Foundry have unanimously approved the definitive merger agreement. The transaction is expected to close in the second quarter of 2026, subject to customary closing conditions, including regulatory approvals and approval by Blue Foundrys stockholders; Valuation: 0.77x BV, 0.77x TBV; Outside date August 24, 2026; Background: Blue Foundrys board began evaluating strategic alternatives in 2023 and engaged PSC to explore ways to enhance shareholder value including a potential merger. After reviewing market conditions and possible partners through 2024 the board authorized outreach to potential acquirers and formed a special committee. PSC contacted numerous financial institutions but only limited interest emerged. In August 2025 Blue Foundry entered discussions with Fulton which led to due diligence negotiations on an all stock transaction and a non binding indication of interest. The parties negotiated a fixed exchange ratio conducted extensive diligence and finalized transaction terms in late 2025. In November 2025 Blue Foundrys board received a fairness opinion from PSC and unanimously approved the merger and recommended it to shareholders. Fultons board also approved the transaction and the companies executed the merger agreement and announced the deal on November 24 2025;
|
>50% vote target; Fed; FDIC; OCC;
|
|
CADE
|
HBAN
|
Cadence Bank
|
Huntington Bancshares Incorporated
|
27-October-25
|
02-February-26
|
Merger
|
Friendly
|
Financial
|
0.00000
|
2.47500
|
44.23000
|
7400.00000
|
0.08998
|
0.06300
|
-3.59005
|
|
0.04
|
0.02
|
0.00000
|
44.25300
|
44.19000
|
0.09638
|
0.05444
|
15
|
Keefe
|
Evercore / BofA
|
Sullivan
|
Wachtell
|
Definitive agreement; Cadence Bank is a $53 billion regional bank committed to helping people, companies and communities prosper. With more than 390 locations spanning the South and Texas, Cadence offers comprehensive banking, investment, trust and mortgage products and services to meet the needs of individuals, businesses and corporations; Establishes strategic presence across the South with immediate scale in Texas and Mississippi; Creates a platform for further organic investment through presence in high-growth markets, including Houston, Dallas, Fort Worth, Austin, Atlanta, Nashville, Orlando and Tampa; Creates top 10 bank with assets of $276 billion and deposits of $220 billion; The transaction is expected to close in the first quarter of 2026, subject to regulatory approvals, approval by Huntington and Cadence shareholders and other customary closing conditions; The transaction is expected to be 10% accretive to Huntingtons earnings per share, mildly dilutive to regulatory capital at close, and 7% dilutive to tangible book value per share with earn-back in three years inclusive of merger expenses; Valuation: 11.5x EPS (2026E), 1.14x BV; Outside date October 26, 2026; Background:May 9, 2025: Huntington CEO Steinour contacted KBW to arrange a meeting with Cadence CEO Rollins. May 31, 2025: First meeting where Steinour expressed interest in exploring a business combination. Rollins briefed Cadence leadership and began reviewing strategic alternatives. July 1, 2025: Rollins met Huntington board member Torgow and Huntington management. JulyAugust: Reciprocal management meetings to understand operations and market fit. August 12, 2025: Parties executed a mutual confidentiality agreement enabling detailed due diligence. August to late October: Mutual due diligence occurred through virtual and in-person sessions. August 21, 2025: Initial offer of 2.348 Huntington shares per Cadence share, 10.7 percent premium, deemed insufficient. September 2, 2025: Revised offer to 2.430 shares, 14.6 percent premium, still insufficient. September 4, 2025: Letter of intent delivered with 2.475 shares per Cadence share, 16.6 percent premium and pro forma Cadence ownership of 23 percent. September 5, 2025: Cadence Board evaluated the LOI with KBW and S&C, supported continued negotiations. September 9, 2025: Huntington Board and Bank Board reviewed diligence findings and supported proceeding. September 2122: Management teams met to discuss synergies and integration opportunities. September 26 to October 25: Legal teams negotiated merger agreement drafts. October 10: Cadence Board reviewed updated financial conditions and supported continued discussions. October 2021: Cadence Executive Committee and Board reviewed reverse due diligence, financial analysis, deal structure, compensation matters, and regulatory timeline. October 22: Huntington Boards reviewed final diligence, integration planning, regulatory process, and financial impact. October 26: Huntington Board reviewed final terms, received Evercore fairness opinion, and unanimously approved the merger agreement. Evening of October 26, 2025: Huntington and Cadence executed the merger agreement. Morning of October 27, 2025: Joint press release announced the transaction; Dec 22 2025 received all regulatory approvals, closing Feb 1;
|
>50% vote target; >50% vote acquiror; Fed; FDIC; OCC (attained Dec 22 2025);
|
|
CFLT
|
IBM
|
Confluent, Inc.
|
IBM
|
08-December-25
|
31-March-26
|
Merger
|
Friendly
|
Tech
|
31.00000
|
0.00000
|
30.48000
|
11000.00000
|
0.49542
|
0.53000
|
-9.74000
|
0.62000
|
0.04
|
0.05
|
0.00000
|
31.00000
|
30.47000
|
0.52000
|
0.08957
|
72
|
MS
|
|
Cooley
|
Paul
|
Definitive agreement; Confluent provides a leading open-source enterprise data streaming platform that connects, processes and governs reusable and reliable data and events in real time, foundational for the deployment of AI; The acquisition of Confluent is expected to accelerate IBMs growth over time. IBM also anticipates that the transaction will be accretive to adjusted EBITDA within the first full year and free cash flow in year two, post close; Confluent will be acquired with available cash on hand; The board of directors of IBM and the board of directors and independent special committee of Confluent have each approved the transaction. The acquisition is subject to approval by Confluent shareholders, regulatory approvals and other customary closing conditions; Confluents largest shareholders and investors, who collectively hold approximately 62% of the voting power of Confluents 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 middle of 2026; Outside date December 7, 2026, which may be extended to as late as June 7, 2027; Signed CA August 12, 2025; Valuation: 64.0x EPS (2026E), 69.7x EBITDA (2026E), 8.1x sales (2026E); Background: Confluents board regularly reviewed the companys strategy and, in 2025, began evaluating a broad set of strategic alternatives including partnerships and a potential sale. After a June 3, 2025 board meeting that highlighted opportunities and challenges, the board authorized management to consult financial advisors and ultimately selected Morgan Stanley in late June, formally engaging it on July 13, 2025. On July 9, 2025, the board formed an independent special committee with authority to evaluate, negotiate, and recommend any transaction, and it required a favorable committee recommendation before the full board could approve a deal. Over the following months, Morgan Stanley and management conducted outreach to multiple strategic buyers and financial sponsors. Several parties declined early, while IBM and a smaller set of remaining parties signed confidentiality agreements with standstill provisions and received access to non public diligence materials. As interest progressed, Confluent held management meetings, expanded diligence access through a virtual data room, and prepared forward looking financial projections that were first reviewed by the board on September 24, 2025 and later shared in controlled form with qualified counterparties. A Reuters report on October 7, 2025 that Confluent was exploring a sale increased market attention, but competing bidders still did not deliver actionable proposals. IBM became the only party to submit written offers, beginning with $27 per share in cash on October 30, 2025 with a request for exclusivity. The special committee rejected that proposal, then evaluated IBMs successive increases to $28 on November 3 and $29 on November 9. The committee countered with a firm floor of $31 and emphasized speed and closing certainty, which led IBM to submit a final $31 per share cash proposal on November 11, 2025, again conditioned on exclusivity. On November 12, 2025, after weighing execution risk in Confluents long range plan, the lack of alternative bids, and its view that IBMs $31 offer represented the best value reasonably obtainable, the special committee authorized exclusive negotiations through December 7, 2025 while seeking a shorter exclusivity period. IBM then conducted confirmatory due diligence, and the parties negotiated key merger agreement terms including closing conditions, regulatory efforts, no shop provisions with a superior proposal framework, and a reduced termination fee from an initial 5 percent concept to 2.75 percent. In parallel, IBM negotiated executive retention and transition arrangements including retention payments and post closing non compete and non solicitation commitments. On December 7, 2025, Morgan Stanley delivered a fairness opinion that $31 per share in cash was fair from a financial point of view to Confluent stockholders, the special committee unanimously recommended the transaction, and the full board unanimously approved the merger agreement and recommended that stockholders adopt it. The merger agreement, voting agreement, and related employee and executive arrangements were signed that afternoon, and Confluent and IBM publicly announced the deal the next morning;
|
>50% vote target; HSR expiry (filed Def 12 2025, attained Jan 12 2026); German FCO (filed Jan 7 2026); Brazil (attained Jan 20 2026);
|
|
CIVI
|
SM
|
Civitas Resources, Inc.
|
SM Energy Company
|
03-November-25
|
03-February-26
|
Merger
|
Friendly
|
Real Estate
|
0.00000
|
1.45000
|
26.78000
|
8827.71777
|
0.05066
|
0.03250
|
-1.25741
|
0.09000
|
0.01
|
0.03
|
0.00000
|
26.75250
|
26.72000
|
0.05299
|
0.04623
|
16
|
JPMorgan
|
Evercore
|
Kirkland
|
Gibson
|
Definitive merger agreement; Civitas Resources, Inc. is an independent exploration and production company focused on the acquisition, development, and production of crude oil and liquids-rich natural gas from its premier assets in the Permian Basin in Texas and New Mexico and the DJ Basin in Colorado; The combined company will have a premier portfolio of approximately 823,000 net acres, with the Permian position being the cornerstone. Pro forma full-year 2025 consensus free cash flow generation of more than $1.4 billion enables sustained capital returns, and increased market capitalization enhances trading liquidity with broader investment appeal; Premier portfolio across the highest-return U.S. shale basins drives significant free cash flow and enhanced stockholder value; Pro forma second quarter of 2025 production totaled 526 MBoe/d; Proven management and a world-class technical team positioned to deliver identified and achievable annual synergies of approximately $200 million with upside potential; Free cash flow to be prioritized for debt reduction and sustainable quarterly fixed dividend of $0.20 per share; The combination is expected to be immediately accretive to key per share financial metrics, including operating cash flow, debt-adjusted cash flow, free cash flow, and net asset value; Upon completion of the Transaction, SM Energy stockholders will own approximately 48% of the combined company and Civitas stockholders will own approximately 52% on a fully diluted basis; The combination has been unanimously approved by the boards of directors of both companies. The Transaction is expected to close in the first quarter of 2026. The Transaction is subject to customary closing conditions, including approvals by SM Energy and Civitas stockholders and regulatory clearances; Valuation: 6.9x EPS (2026E), 3.04x EBITDA (2026E), 2.02x sales (2026E); Outside date August 3, 2026 (subject to a limited extension to November 2, 2026 for the sole purpose of obtaining antitrust clearances); Following the execution and delivery of the Merger Agreement, Kimmeridge Chelsea, LLC (Kimmeridge) entered into a Voting Agreement (the Voting Agreement) with Civitas. The Voting Agreement provides, among other things, the obligation of Kimmeridge to approve the transactions contemplated by the Merger Agreement, including the Mergers, subject to the terms and conditions set forth in the Voting Agreement; Signed CA October 1, 2025; Background: Civitas and SM Energy regularly evaluated strategic options to enhance scale, improve balance sheets, and increase shareholder value. Civitas explored organic growth and numerous potential transactions with multiple public upstream companies starting in early 2023. It pursued several rounds of discussions with Company A, Company B, Company C, and Company E, while also completing acquisitions and considering divestitures. Many discussions did not progress due to valuation gaps, governance disagreements, or execution risk. Civitas and SM Energy held periodic high-level conversations beginning in early 2023. Serious engagement began in early 2024, but negotiations stalled in May 2024 because of misalignment on governance, CEO succession, shareholder return policies, and closing certainty. After this break, both companies pursued other transactions throughout 2024 and into 2025. Civitas simultaneously evaluated a sale of its DJ Basin assets and strategic combinations with multiple peers. By late 2025, industry consolidation pressures and renewed outreach brought Civitas back into discussions with SM Energy and other parties. Company B and Company C ultimately withdrew or could not provide actionable proposals. SM Energy indicated stronger interest and entered new confidentiality agreements. In October 2025, SM Energy delivered a non-binding proposal and draft merger agreement. Negotiations intensified over exchange ratio, governance, board composition, and management structure. Civitas also engaged briefly with Kimmeridge, which supported a combination with SM Energy. After extensive diligence, negotiations, and revisions to merger terms, both sides agreed on an exchange ratio of 1.45 SM shares per Civitas share and finalized the merger agreement. On November 2, 2025, both boards received fairness opinions from their financial advisors and unanimously approved the merger agreement. The companies signed the agreement that day and announced the merger on November 3, 2025. Kimmeridge entered a voting agreement supporting the deal;
|
>50% vote target; >50% vote acquiror; HSR expiry (filed Nov 26 2025, attained Dec 18 2025);
|
|
CMA
|
FITB
|
Comerica Incorporated
|
Fifth Third Bancorp
|
06-October-25
|
02-February-26
|
Merger
|
Friendly
|
Financial
|
0.00000
|
1.86630
|
90.58000
|
10900.00000
|
0.17480
|
0.07421
|
-13.39671
|
|
0.05
|
0.01
|
0.00000
|
90.53421
|
90.46000
|
0.16373
|
0.04498
|
15
|
JPMorgan / Keefe
|
GS
|
Wachtell
|
Sullivan
|
Definitive merger agreement; Comerica Incorporated is a financial services company headquartered in Dallas, Texas, and strategically aligned by three business segments: The Commercial Bank, The Retail Bank and Wealth Management. Comerica, one of the 25 largest commercial U.S. financial holding companies, focuses on building relationships and helping people and businesses be successful. Comerica provides banking centers across the country with locations in Arizona, California, Florida, Michigan and Texa; At close, Fifth Third shareholders will own approximately 73% and Comerica shareholders will own approximately 27% of the combined company; This transaction brings together two long-tenured banking franchises to create the 9th largest U.S. bank with approximately $288 billion in assets. The combination is expected to be immediately accretive to shareholders, deliver peer-leading efficiency, return on assets and return on tangible common equity ratios, and create a compelling platform to generate sustainable long-term growth; The transaction is anticipated to close at the end of the first quarter of 2026. The transaction is subject to shareholder approvals for both Fifth Third and Comerica, customary regulatory approvals and closing conditions; Valuation: 15.4x EPS (2026E), 1.73x TBV; Synergies of $850 million; Signed CA September 24, 2025; Outside date October 5, 2026; Jan 14 2026 announced the receipt of all regulatory approvals, closing Feb 1;
|
>50% vote target; >50% vote acquiror; Fed; FDIC; OCC; Competition Canada (filed Dec 4 2025, attained Dec 23 2025);
|
|
CSGS
|
6701
|
CSG Systems International, Inc.
|
NEC Corporation
|
29-October-25
|
30-June-26
|
Merger
|
Friendly
|
Tech
|
80.70000
|
0.00000
|
79.72000
|
2900.00000
|
0.17382
|
1.72000
|
-10.33069
|
|
0.03
|
0.14
|
0.00000
|
81.38000
|
79.66000
|
1.71000
|
0.04871
|
163
|
Jefferies
|
GS
|
Simpson
|
Freshfields
|
Definitive agreement; CSG empowers companies to build unforgettable experiences, making it easier for people and businesses to connect with, use and pay for the services they value most. Our customer experience, billing and payments solution help companies of any size make money and make a difference. With our SaaS solutions, company leaders can take control of their future and tap into guidance along the way from our fiercely committed and forward-thinking CSGers around the world; The transaction strengthens NECs position as a leader in next-generation digital solutions and accelerates AI and cloud-driven innovation for customers across industries. It will bring together complementary software and services across digital transformation, expanding NECs software-as-a-service (SaaS) portfolio, customer footprint, and global reach; The agreement has been unanimously approved by both companies Boards. The transaction is expected to close within the 2026 calendar year, subject to the satisfaction of customary closing conditions, including approval by CSG shareholders and receipt of required regulatory approvals; Valuation: 15.8x EPS (2026E), 10.6x EBITDA (2026E), 2.26x sales (2026E); Outside date Oct 29 2026; Background: January 2025: A news report stated NEC was considering an offer for CSG, though NEC had not yet contacted CSG. May 1422, 2025: NECs senior management met CSGs CEO and then delivered a non-binding $74/share all-cash offer. The board engaged Jefferies as financial advisor and continued to consult Simpson Thacher as legal counsel. JuneJuly 2025: Jefferies analyzed the proposal; the board concluded the $74 offer undervalued CSG relative to its standalone prospects. CSG asked NEC to improve price and agree to strong regulatory-effort protections. Legal teams (Simpson Thacher for CSG, Freshfields for NEC) negotiated a term sheet and regulatory framework, including a regulatory termination fee. A mutual confidentiality agreement was signed, and NEC received limited non-public information for diligence. Late JulyAugust 2025: At an in-person meeting, CSG presented base-case and upside projections and potential synergies. NEC signaled a higher range ($77$81/share); the CSG board countered at $82/share and pushed for tougher regulatory terms (including a ~5.25% regulatory fee). On August 21, NEC responded with a revised range of $80$81/share and updated regulatory terms, and CSG allowed deeper diligence to continue under an amended NDA and clean team agreement while a virtual data room was opened. SeptemberOctober 2025: Intensive due diligence and drafting of the merger agreement continued. On October 21, the board reviewed progress and authorized further commercial diligence by NEC. Final pricing and approval: October 26: NEC proposed $80/share, which the board rejected as insufficient. October 28 (morning): NEC made a best and final offer of $80.70/share in cash. October 28 (evening): Jefferies presented its financial analysis and delivered a fairness opinion that $80.70/share was fair from a financial point of view to CSG stockholders (other than NEC and its affiliates). The CSG board unanimously approved the merger agreement, determined the transaction was fair and in the best interests of stockholders, and recommended that stockholders adopt it. Shortly after, in the early morning of October 29, 2025, CSG, NECs acquisition entities (Parent and Merger Sub) signed the merger agreement and issued a joint press release announcing the transaction;
|
>50% vote target; HSR expiry (filed Dec 4 2025, attained Jan 5 2026); CFIUS (filed Dec 4 2025); Money Transmitter Laws;
|
|
CTLP
|
|
Cantaloupe, Inc.
|
365 Retail Markets, LLC (Providence Equity Partners)
|
16-June-25
|
15-February-26
|
Merger
|
Friendly
|
Tech
|
11.20000
|
0.00000
|
10.87000
|
874.48297
|
0.33811
|
0.34000
|
-2.49000
|
0.17800
|
0.04
|
0.12
|
0.00000
|
11.20000
|
10.86000
|
0.33000
|
0.47730
|
28
|
JPMorgan
|
William
|
King
|
Weil
|
Definitive agreement; Cantaloupe, Inc. is a global technology leader offering end-to-end technology solutions for self-service commerce; 365 Retail Markets, LLC ("365") is a leading innovator in unattended retail technologies. 365 is a portfolio company of Providence Equity Partners L.L.C. (Providence), a specialist private equity firm focused on growth-oriented investments in media, communications, education, and technology companies across North America and Europe; Cantaloupes and 365s complementary strengths will enable the combined company to offer a seamless unattended retail platform for customers around the globe, from hardware to software, and payment processing technology to data analytics. Cantaloupes offerings in delivering frictionless payments and software services combined with 365s innovation and focus in self-checkout technology primarily for foodservice operator (FSO) centric, enterprise-focused customers are expected to help expand the combined companys customer base, product suite, and vertical reach. Together, they will have a diversified portfolio and be better positioned to serve both FSO and non-FSO customers across convenience services, retail, hospitality, and sports and entertainment, with a growing footprint in North America, Latin America, and Europe. The combined company will have a strong financial foundation and the transaction is expected to unlock meaningful synergies to fuel further investment in the business and customer benefits. These synergies include customer cost savings, cross-sell opportunities, and growth through new product rollouts, increased software adoption, and payments expansion; Under the terms of the agreement, Cantaloupe shareholders will receive $11.20 per share in cash. The per share purchase price represents a 34% premium to Cantaloupes unaffected closing stock price on May 30, 2025 (the last trading day prior to published market speculation regarding a potential transaction involving Cantaloupe); The transaction, which was approved unanimously by the Cantaloupe Board of Directors, is expected to close in the second half of 2025, subject to customary closing conditions, including approval by Cantaloupe shareholders and the receipt of required regulatory approvals; The transaction is not subject to a financing condition and 365 has received fully committed financing for the transaction; Certain shareholders and members of the Cantaloupe Board of Directors have entered into voting agreements pursuant to which they have agreed, among other things, to vote their shares of Cantaloupe stock in favor of the transaction, subject to certain conditions. These shareholders currently represent approximately 14% of the voting power of Cantaloupes stock; Valuation: 23.8x EPS (2026E), 14.4x EBITDA (2026E), 2.51x sales (2026E); Outside date June 15, 2026 (subject to extension until September 15, 2026); As an inducement to Parent to enter into the Merger Agreement, Hudson Executive Capital LP and members of the Board of Directors of the Company who collectively own approximately 14% of the Companys Common Stock (collectively, the Supporting Shareholders), entered into voting and support agreements with Parent; With 365+Avanti already above 50% of U.S. selfcheckout/vending tech, adding Cantaloupe further boosts combined share in payment and telemetryapproaching potential 7080% in key U.S. segments; Background: December 2024 January 2025: Initial contact from Party D; no terms discussed until January 21, when Party D offered $10.00 per share. February 2025: Additional offers emerged: Party A: Verbal indication of $10.00-$10.50 per share. Party G: Offered $11.50 per share. Public report (Reuters, Feb 25) leaked that Cantaloupe was exploring strategic alternatives. Following the Reuters article, 12 more potential acquirors expressed interest. J.P. Morgan contacted a total of 36 parties (27 financial, 9 strategic). Multiple confidentiality agreements signed; numerous preliminary offers were received between March and April 2025 ranging between $9.00 and $11.00 per share from various parties (Parties B, C, E, F, H, 365). By April 2025, the Board, via a Transaction Committee, focused diligence access on four bidders deemed most credible: 365, Party C, Party D, and Party H. Party H withdrew in May 2025. Parties submitted revised proposals ranging between $9.20 and $11.20 per share. By June 10, 2025, final proposals were received: 365: $10.75/share (later increased to $11.20/share on June 12). Party D: $10.00/share (later increased to $10.50/share on June 11). Party B & I: $10.50/share, but financing and terms less certain. Party C: $10.00/share, mixed cash/stock offer, contingencies remained. The Board determined 365s offer provided the best certainty and value for shareholders, representing a 33.8% premium to the unaffected stock price. The Board unanimously approved the merger agreement on June 15, 2025. June 16, 2025: Cantaloupe and 365 publicly announced the merger at $11.20 per share in cash;
|
>50% vote target; HSR expiry (filed July 15 2025, pulled and refiled Aug 18 2025, received second request from FTC Sept 17 2025)
|
|
CVGW
|
AVO
|
Calavo Growers, Inc.
|
Mission Produce, Inc.
|
15-January-26
|
30-August-26
|
Merger
|
Friendly
|
Food
|
14.85000
|
0.97900
|
26.04000
|
430.00000
|
0.20829
|
1.04897
|
-3.60876
|
|
0.03
|
0.23
|
0.00000
|
27.01897
|
25.97000
|
1.24810
|
0.07949
|
224
|
Jefferies
|
Evercore
|
Cozen
|
Latham
|
Definitive agreement; Calavo Growers, Inc. is a leading provider of fresh avocados, tomatoes, papayas, and value-added prepared foods such as guacamole; Transaction seeks to enhance Missions position in the North American avocado category with expanded supply across Mexico and California; Vertically integrated platform with sourcing security and produce diversification to better serve customers and grower partners worldwide; Represents entry for Mission into the high-growth and attractive prepared food segment, complementing existing value-add avocado business; Significant value creation opportunity for both Mission and Calavo shareholders with expected cost synergies of approximately $25 million within 18 months post-close with meaningful upside potential; Mission shareholders are expected to own approximately 80.3% of the combined company and Calavo shareholders are expected to own approximately 19.7%; The Boards of Directors of both companies have approved the transaction, which is expected to close by the end of August 2026, subject to the receipt of required regulatory approvals, the approvals of Mission and Calavo shareholders, and the satisfaction of other customary closing conditions; Outside date July 14, 2026 (which date may be extended if the failure to close is due solely to any law or order under applicable antitrust law, for up to two periods, each of 90 days); Signed CA June 25, 2025; Valuation: 14.5x EPS (2026E), 8.1x EBITDA (2026E), 0.6x sales (2026E);
|
>50% vote target; >50% vote acquiror; HSR expiry;
|
|
CWAN
|
|
Clearwater Analytics
|
Permira / Warburg Pincus
|
22-December-25
|
21-April-26
|
Merger
|
Friendly
|
Tech
|
24.55000
|
0.00000
|
24.24000
|
8400.00000
|
0.47094
|
0.32000
|
-7.54000
|
|
0.01
|
0.04
|
0.00000
|
24.55000
|
24.23000
|
0.31000
|
0.05116
|
93
|
PJT / JPMorgan
|
GS
|
Cravath
|
Latham / Paul
|
Definitive agreement; Clearwater Analytics is transforming investment management with the industrys most comprehensive cloud-native platform for institutional investors across global public and private markets; After a thorough process including engaging with certain strategics and financial sponsors, the Special Committee of the CWAN Board of Directors, composed entirely of independent and disinterested directors, upon the advice of its independent outside legal counsel and financial advisor, unanimously recommended this transaction. The CWAN Board of Directors subsequently approved this transaction; The acquisition is subject to approval by CWANs stockholders (including a majority of votes cast by disinterested stockholders) and is expected to close in the first half of 2026, subject to customary closing conditions, including receipt of regulatory approvals.; The merger agreement provides for a go-shop period ending on January 23, 2026, during which CWAN, at the direction of the Special Committee and with the assistance of its advisors, will be permitted to actively solicit and evaluate alternative acquisition proposals, with a potential 10-day extension for certain parties that submit acquisition proposals during the initial go-shop period; Private Credit at Goldman Sachs Alternatives provided 100% committed debt financing to the Investor Group; Valuation: 36.5x EPS (2026E), 25.4x EBITDA (2026E), 8.9x sales (2026E); Outside date September 20, 2026; Parent has obtained equity financing commitments from certain affiliates of Parent, and debt financing commitments from certain third-party lenders, to fund the transactions contemplated by the Merger Agreement; Pursuant to the equity commitment letters, each dated December 20, 2025, funds affiliated with Permira Advisers LLC, Warburg Pincus LLC, Francisco Partners Management, L.P. and Temasek Holdings (Private) Limited have committed to provide Parent on the terms and subject to the conditions set forth in the equity commitment letters, an aggregate equity commitment to fund the aggregate Merger Consideration and certain other amounts required to be paid under the Merger Agreement (the Equity Financing). Pursuant to the debt commitment letter, dated December 20, 2025, Goldman Sachs Asset Management, L.P. and GLQ II Credit Investments LLC have committed to provide Parent and Merger Sub, on the terms and subject to the conditions set forth in the debt commitment letter, certain debt financing to fund a portion of the aggregate Merger Consideration and other amounts required to be paid under the Merger Agreement (the Debt Financing, and together with the Equity Financing, collectively, the Financing); Signed NDA November 4, 2025;
|
>50% vote target; Majority of minority vote target; HSR expiry; CFIUS;
|
|
CYBR
|
PANW
|
CyberArk
|
Palo Alto Networks
|
30-July-25
|
27-February-26
|
Merger
|
Friendly
|
Tech
|
45.00000
|
2.20050
|
447.91000
|
24223.88477
|
0.29274
|
4.24044
|
-98.08017
|
|
0.03
|
0.04
|
0.00000
|
451.85043
|
447.60999
|
5.49380
|
0.11531
|
41
|
Qatalyst
|
JPMorgan
|
Latham
|
Wachtell / Arnold
|
Definitive agreement; CyberArk (NASDAQ: CYBR) is the global leader in Identity Security, trusted by organizations around the world to secure human and machine identities in the modern enterprise. CyberArks AI-powered Identity Security Platform applies intelligent privilege controls to every identity with continuous threat prevention, detection and response across the identity lifecycl; Will accelerate Palo Alto Networks platform strategy by establishing Identity Security as a new core platform; CyberArk extends Identity Security to all users by advancing the vision that every identity, human, machine and AI requires deep security for access across the modern enterprise; Will deliver Identity Security for agentic AI to secure the new wave of autonomous AI agents by providing foundational controls for this emerging class of privileged identities; Will provide customers with the optimal combination of best of breed technology and integrated platforms to deliver near real-time security outcomes; This strategic combination will mark Palo Alto Networks formal entry into Identity Security, establishing it as a core pillar of the companys multi-platform strategy. Combining CyberArks long-standing leadership in Identity Security and Privileged Access Management (PAM) with Palo Alto Networks comprehensive AI-powered security platforms will extend privileged identity protection to all identity types including human, machine, and the new wave of autonomous AI agents. CyberArk is already establishing itself as an Identity Security platform, and Palo Alto Networks will help accelerate this journey towards platformization to drive better combined security outcomes for customers; The transaction is expected to be immediately accretive to Palo Alto Networks revenue growth and gross margin. Palo Alto Networks also expects the transaction to be accretive to free cash flow per share in fiscal year 2028 following the first full year of realization of synergies; The transaction has been unanimously approved by the Boards of Directors of both Palo Alto Networks and CyberArk, and is expected to close during the second half of Palo Alto Networks fiscal 2026, subject to the satisfaction of customary closing conditions, including the receipt of regulatory clearances and approval by CyberArk shareholders; Horizontal competition between parties: Limited. The two companies are not direct competitors across most segments. CyberArk has dominant PAM presence, PANW is dominant in network and cloud security; Vertical: More relevant. PANW may leverage CyberArk to bundle identity tools into broader security platforms, potentially foreclosing rivals like Okta or BeyondTrust from Prisma integrations; Market Concentration (HHI Impact) - Privileged Access Management (PAM): CyberArk holds 2530% global share ([Gartner, 2024 Magic Quadrant]), but PANWs share here is negligible. Identity Security & Governance: No single player exceeds 15% (Okta, Microsoft, CyberArk, SailPoint, ForgeRock all have slices). Post-merger HHI: Likely below critical 2,500 threshold in each identity segment. Little direct impact on industry concentration; Valuation: 102.0x EPS (2026E), 67.0x EBITDA (2026E), 15.3x sales (2026E); The cash portion of the Merger Consideration is expected to be financed with cash on hand; Outside date July 30, 2026, subject to an extension to October 30, 2026 in order to obtain required regulatory approvals; Signed CA June 25, 2025; Background: Initial Contacts (2023Early 2025): May 2023: PANW CEO Nikesh Arora informally asked CyberArk Executive Chairman Udi Mokady about a potential strategic deal. CyberArk declined, preferring a standalone strategy. AprilMay 2025: The companies met at the RSA Conference to discuss a potential commercial partnership and product integrationsno acquisition talks occurred. Renewed Acquisition Interest (June 2025): June 4, 2025: Arora re-approached Mokady, expressing interest in a strategic transaction rather than a partnership. June 17, 2025: Senior leaders met to discuss CyberArks business and strategic rationale for a deal, but not pricing. June 2025, 2025: The parties signed a mutual NDA with standstill provisions and began limited due diligence. Negotiation Timeline and Bids: July 1, 2025: PANW submitted a non-binding all-stock proposal at 2.318 PANW shares per CyberArk share (~$458 implied value, ~17% premium). July 35, 2025: CyberArks board, advised by Qatalyst Partners and counsel (Latham & Watkins, Meitar), reviewed the offer, considered other bidders, and formed a Transaction Committee. July 5, 2025: CyberArk countered at $525 per share ($190 cash + $335 stock) and requested a $2 billion reverse termination fee. July 7, 2025: PANW revised to $480 per share ($45 cash + $435 stock) and sought exclusivity, declining a reverse termination fee. July 9, 2025: CyberArk countered at $510 per share ($100 cash + $410 stock) and insisted on a $2 billion reverse termination fee. PANW replied verbally with $495 per share ($45 cash + $450 stock) and a $500 million reverse termination fee. July 10, 2025: PANW improved to $495 per share with a $1 billion reverse termination fee, CyberArk authorized negotiations on these terms. July 12, 2025: CyberArk agreed to exclusivity through August 6 in exchange for fiduciary-out protections. Due Diligence and Drafting: Midlate July 2025: The parties exchanged drafts of the merger agreement, addressing termination fees, fiduciary-out provisions, and regulatory obligations. Termination fee proposals moved between $500 million and $1 billion for various contingencies. Late-Stage Adjustments: July 27, 2025: PANW lowered its offer to $475.21 per share due to stock price changes. CyberArk rejected this. July 28, 2025: PANW returned with a best and final offer of $45 in cash plus 2.2005 PANW shares (~$495 implied value, ~29% premium). July 29, 2025: Final terms were settled after media leaks accelerated the timeline. Board Approval and Signing: July 30, 2025: CyberArks bo
|
>50% vote target; HSR expiry (filed Sept 4 2025, attained Sept 24 2025); EC; German FCO (attained Dec 19 2025); Austrian FCO (attained Dec 24 2025);
|
|
DAY
|
|
Dayforce, Inc.
|
Thoma Bravo
|
21-August-25
|
31-January-26
|
Merger
|
Friendly
|
Tech
|
70.00000
|
0.00000
|
69.11000
|
12300.00000
|
0.32375
|
0.90000
|
-16.22000
|
|
0.03
|
0.05
|
0.00000
|
70.00000
|
69.10000
|
0.89000
|
0.43235
|
13
|
Evercore
|
GS / JPMorgan
|
Wachtell
|
Kirkland
|
Definitive agreement; Dayforce, Inc. is a global leader in human capital management (HCM) technology; The transaction includes a significant minority investment from a wholly owned subsidiary of the Abu Dhabi Investment Authority (ADIA); The transaction, which was approved by the Dayforce Board of Directors, is expected to close in early 2026, subject to customary closing conditions, including approval by Dayforce stockholders and the receipt of required regulatory approvals. The transaction is not subject to a financing condition; Financing for the transaction is being provided by Goldman Sachs & Co. LLC; Outside date May 21, 2026; Valuation: 26.8x EPS (2026E), 17.1x EBITDA (2026E), 5.67x sales (2026E); Background: The Companys board and management regularly reviewed strategic optionsincluding remaining independent, pursuing acquisitions, or considering a sale. CEO David Ossip routinely engaged with potential buyers. In August 2024, Ossip was approached by Orlando Bravo of private equity firm Thoma Bravo, leading to initial meetings and a confidentiality agreement. Thoma Bravo expressed preliminary interest at $65 per share, which the Company rejected. After a lull, Thoma Bravo re-engaged in February 2025. Through spring 2025, Thoma Bravo conducted due diligence and raised its soft indication to $68 per share, which the Company again declined as inadequate. Other potential buyers (Financial Sponsor A, Financial Sponsor B, and a Strategic Party A) expressed interest but offered lower prices or did not pursue talks. Internal reviews highlighted a limited pool of credible strategic or financial buyers due to the Companys size and industry dynamics. The board monitored operating performance, including an efficiency plan and mixed quarterly results. Despite strong bookings, slowing recurring revenue and macroeconomic risks pressured the stock, which traded in the mid-$50s to low-$60s. An investment banks industry update noted that the Companys valuation was already high relative to peers, with execution risk around its long-term goal of $1 billion free cash flow by 2031. On June 10, 2025, Thoma Bravo submitted a non-binding letter of intent at $70 per share, calling it its best price. The board pressed for a higher bid but Thoma Bravo repeatedly stated it was maxed out. After weighing the risks of remaining publicincluding execution, market, and competitive risksthe board authorized exclusive talks while reserving the right to seek a higher price. Through July and early August 2025, Thoma Bravo conducted extensive diligence under exclusivity, seeking financing consents and additional management access. The Company resisted requests for further extensions unless Thoma Bravo signaled a willingness to raise its offer. Thoma Bravo declined, reiterating that $70 was final. A leak of the talks on August 17 caused the stock to rise but no competing bids emerged. Despite a brief attempt by Thoma Bravo to cut the price to $67.50, the Company insisted on $70. Thoma Bravo ultimately reaffirmed the $70 offer, and after confirmatory diligence the parties reached final agreement. On August 20, 2025, the boardadvised by Evercore and Wachtell Liptonunanimously approved the merger agreement at $70 per share, concluding it offered superior value versus the risk-adjusted standalone plan. The transaction was publicly announced on August 21, 2025; Oct 8 2025 T Rowe Price (15.9% holder) to vote Against;
|
>50% vote target; HSR expiry (filed Sept 18 2025, attained Oct 20 2025); Competition Canada (filed Sept 18 2025, attained Oct 20 2025); Officer of the Comptroller of the Currency; CFIUS; Australia FIRB; Australia ACCC;
|
|
DBRG
|
9984
|
DigitalBridge Group, Inc.
|
SoftBank Group Corp.
|
29-December-25
|
30-September-26
|
Merger
|
Friendly
|
Tech
|
16.00000
|
0.00000
|
15.35000
|
4000.00000
|
0.64609
|
0.69000
|
-5.60177
|
|
0.02
|
0.11
|
0.00000
|
16.03000
|
15.34000
|
0.68000
|
0.06405
|
255
|
JPMorgan / Barclays
|
|
Simpson / White
|
Sullivan / Morrison
|
Definitive agreement; DigitalBridge Group, Inc. is a leading global alternative asset manager dedicated to investing in digital infrastructure, including data centers, cell towers, fiber networks, and edge infrastructure; The transaction has been unanimously recommended by a special committee of DigitalBridges Board of Directors comprised solely of independent directors. Following the recommendation of the special committee, DigitalBridges Board of Directors unanimously approved the transaction; After the closing of the transaction, DigitalBridge will continue to operate as a separately managed platform, led by Marc Ganzi. The transaction is subject to customary closing conditions, including receipt of regulatory approvals, and is expected to close in the second half of 2026; Valuation: 15.1x EPS (2026E), 29.5x EBITDA (2026E), 9.3x sales (2026E), 11.1% FFEUM; Outside date March 29, 2027 (may be extended by either party by up to 90 days if the closing conditions related to required regulatory approvals or absence of legal restraints prohibiting the Mergers have not been satisfied or waived); Signed NDA March 7, 2024;
|
>50% vote target; HSR expiry; CFIUS; FERC; FCC; Monetary Authority of Singapore; UK FCA; EC; Receipt of required consents for the Companys flagship investment funds and from fee-paying clients of the Company and its subsidiaries representing, in the aggregate, at least 85% of the base date revenue run rate;
|
|
DHIL
|
|
Diamond Hill Investment Group, Inc.
|
First Eagle Investments
|
11-December-25
|
31-July-26
|
Merger
|
Friendly
|
Financial
|
175.00000
|
0.00000
|
170.00000
|
473.00000
|
0.48962
|
5.24000
|
-52.28000
|
|
0.02
|
0.09
|
0.00000
|
175.00000
|
169.75999
|
5.23000
|
0.05875
|
194
|
Broadhaven
|
UBS
|
Davis / Vorys
|
Willkie
|
Definitive agreement; Diamond Hill Investment Group, Inc. is a boutique investment management firm with a long-term, valuation-disciplined approach across multiple asset classes; The transaction, which was unanimously approved by the Board of Directors of Diamond Hill, is expected to close by the third quarter of 2026, subject to the satisfaction of customary closing conditions, including approval by Diamond Hills common shareholders, mutual fund shareholder-related approvals, and regulatory approvals. The transaction has no financing contingencies; As part of the agreement, Diamond Hill will not pay quarterly dividends through closing; The definitive agreement includes a go-shop period. Under the terms of the merger agreement, Diamond Hill may, subject to certain terms and conditions, solicit alternative proposals to acquire Diamond Hill from third parties for a period of 35 days continuing through January 14, 2026; Valuation: 13.5x EPS (LTM), 6.4x EBITDA (LTM), 2.83x sales (LTM); Purchaser expects to fund the Merger Consideration with cash on hand and amounts available under its existing credit facilities; Outside date December 10, 2026; Signed NDA September 9, 2025; Background: Diamond Hills board regularly reviewed strategic alternatives and was approached in mid 2025 by First Eagle to discuss a potential transaction. After several months of discussions, information sharing, due diligence and negotiations supported by financial and legal advisors, First Eagle made a series of increasing cash offers, which the board initially rejected as undervaluing the company. Negotiations focused on price, dividends, client consent thresholds, deal certainty, governance matters and employee arrangements, ultimately resulting in an agreed price of 175 dollars per share with modified dividend and consent terms. The Diamond Hill board received fairness opinions, approved the merger agreement in December 2025 and recommended it to shareholders. A 35 day go shop period followed, during which no alternative proposals emerged, and the transaction was publicly announced and executed;
|
>50% vote target; HSR expiry (filed Jan 16 2026); Mutual fund shareholder-related approvals; Company obtaining the consent of Company clients generating an aggregate revenue run-rate of at least 78% of the Companys aggregate revenue run-rate as of November 30, 2025;
|
|
DVAX
|
SNY
|
Dynavax Technologies Corporation
|
Sanofi
|
24-December-25
|
09-February-26
|
Tender Offer
|
Friendly
|
Biotech
|
15.50000
|
0.00000
|
15.64000
|
1841.40796
|
0.39263
|
-0.13000
|
-4.50000
|
|
0.04
|
0.00
|
0.00000
|
15.50000
|
15.63000
|
-0.14000
|
-0.13867
|
22
|
Centerview / GS
|
|
Cooley
|
|
Agreement; Dynavax Technologies Corporation is a publicly traded vaccines company with a marketed adult hepatitis B vaccine (HEPLISAV-B) and a differentiated shingles vaccine candidate; Dynavaxs adult hepatitis B vaccine HEPLISAV-B is currently marketed in the US and is differentiated by its two-dose regimen over one month, which enables high levels of seroprotection faster than other hepatitis B vaccines, which are given in three doses over six months; The acquisition also includes Dynavaxs shingles vaccine candidate (Z-1018), which is currently in phase 1/2 clinical development, and additional vaccine pipeline projects; The transaction has been unanimously approved by the Dynavax board of directors. The consummation of the tender offer is subject to customary closing conditions, including the tender of a number of shares of Dynavax common stock that represent at least a majority of the outstanding shares of Dynavax common stock, the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, certain foreign regulatory filings and clearances and other customary conditions; Sanofi plans to fund the acquisition with available cash resources. Subject to the satisfaction or waiver of customary closing conditions, the transaction is expected to close in the first quarter of 2026; Valuation: 29.4x EPS (2026E), 56.8x EBITDA (2026E), 4.69x sales (2026E); Outside date June 23, 2026 (may be extended twice by either Parent or the Company by up to 90 days each); Signed CA January 24, 2025; Background: From late 2024 through 2025, Parent and the Company engaged in a series of discussions regarding a potential acquisition following Parents expression of interest and multiple meetings, diligence sessions and confidentiality arrangements. After an initial proposal of $14.40 per share in early December 2025 was rejected, Parent submitted revised offers of $15.00 and then $15.50 per share, which the Company ultimately accepted after brief exclusivity and confirmatory diligence. Despite the emergence of an unsolicited competing proposal late in the process, Parent declined to increase its offer and the parties executed a merger agreement on December 23, 2025, which was publicly announced the following day;
|
>50% tender; HSR expiry; German FCO (filed Jan 5 2026);
|
|
DVS
|
CTGO
|
Dolly Varden Silver Corporation
|
Contango ORE, Inc.
|
08-December-25
|
27-February-26
|
Merger
|
Friendly
|
Mining
|
0.00000
|
0.16520
|
5.19000
|
353.11536
|
-0.07446
|
-0.09279
|
|
22.00000
|
0.04
|
0.00
|
0.00000
|
5.00721
|
5.10000
|
-0.08315
|
-0.13928
|
40
|
Haywood / RJ
|
Canaccord
|
Stikeman / Dorsey
|
Blakes / Holland
|
Arrangement agreement; Merger of equals; Dolly Varden Silver Corporation is a mineral exploration company focused on advancing its 100% held Kitsault Valley Project (which combines the Dolly Varden Project and the Homestake Ridge Project) located in the Golden Triangle of British Columbia, Canada, 25km by road to tide water; The combination of Contango and Dolly Varden (the combined entity referred to as "MergeCo") would provide investors with a unique opportunity to participate in the upside of a well-funded North American asset portfolio consisting of the cash flowing high-grade Manh Choh gold mine in Alaska as well as several high-grade silver and gold projects located in British Columbia and Alaska including the Kitsault Valley and Johnson Tract projects; Upon completion of the Transaction, existing Contango and Dolly Varden shareholders will each own approximately 50% of the outstanding shares of MergeCo; All directors and officers of Contango and Dolly Varden, as well as significant shareholders of both companies, have signed voting support agreements in favour of the Transaction, representing approximately 22% of the outstanding Contango shares and approximately 22% of the outstanding Dolly Varden shares; The Transaction will be effected pursuant to a court-approved plan of arrangement under the Business Corporations Act (British Columbia) and will require approval by the British Columbia Supreme Court (the "Court"), the approval of 66 2/3% of the votes cast by Dolly Varden shareholders at a special meeting of Dolly Varden shareholders expected to be held in February 2026 (the "DV Meeting") and the affirmative vote of a majority of the shares present in person or by proxy and entitled to vote at the special meeting of Contango shareholders expected to also be held in February 2026; Subject to the satisfaction of such conditions, the Transaction is expected to close in late February or early March, 2026; Full details of the Transaction will be included in Dolly Vardens management information circular in respect of the DV Meeting and Contangos proxy statement in respect of the CTGO Meeting, both of which are expected to be mailed to shareholders in January 2026; Outside date May 7, 2026; Background: Contangos board and management regularly reviewed strategic alternatives and potential transactions as part of their long term value creation efforts, with support from financial and legal advisors. Beginning in 2020 these reviews emphasized growth through exploration and acquisitions that met Contangos criteria for high grade mineralization, infrastructure access and permitting feasibility. Although Contango and Dolly Varden had interacted at industry events for years, discussions of a transaction only emerged in August 2025 during joint consideration of a third party mining asset, which ultimately was not pursued. That process led Dolly Vardens leadership to propose a merger, highlighting the strategic fit between the companies high grade projects and direct ship ore strategies. The parties entered into a confidentiality agreement, conducted extensive technical, financial, legal and tax due diligence, and held frequent management, board and advisor discussions through the fall of 2025. Negotiations progressed toward a merger of equals structure, with Canaccord Genuity advising Contango and providing analysis supporting the strategic rationale and valuation. After reviewing updated drilling results, finalizing terms and agreeing on an exchange ratio that implied a modest premium to Contango shareholders, the Contango board received a fairness opinion and unanimously approved the transaction. The arrangement agreement and related documents were executed in early December 2025, and the proposed combination of Contango and Dolly Varden was publicly announced on December 8, 2025;
|
>66 2/3 vote target; >50% vote acquiror; HSR expiry; Competition Canada;
|
|
EA
|
|
Electronic Arts Inc.
|
PIF / Silver Lake / Affinity Partners
|
29-September-25
|
30-June-26
|
Merger
|
Friendly
|
Tech
|
210.00000
|
0.00000
|
204.11000
|
55000.00000
|
0.24762
|
6.28000
|
-35.47542
|
0.09900
|
0.02
|
0.15
|
0.00000
|
210.38000
|
204.10001
|
6.27000
|
0.07010
|
163
|
GS
|
JPMorgan
|
Wachtell
|
Kirkland / Gibson / Simpson / Sidley
|
Definitive agreement; Electronic Arts Inc. is a global leader in interactive entertainment; Under the terms of the agreement, the Consortium will acquire 100% of EA, with PIF rolling over its existing 9.9% stake in the Company; The transaction was approved by EAs Board of Directors, is expected to close in Q1 FY27 and is subject to customary closing conditions, including receipt of required regulatory approvals and approval by EA stockholders; The transaction will be funded by a combination of cash from each of PIF, Silver Lake, and Affinity Partners as well as roll-over of PIFs existing stake in EA, constituting an equity investment of approximately $36 billion, and $20 billion of debt financing fully and solely committed by JPMorgan Chase Bank, N.A., $18 billion of which is expected to be funded at close. Each of PIF, Silver Lake, and Affinity Partners plan to fund the equity component of the financing entirely from capital under their respective control; Outside date September 28, 2026 (shall automatically be extended to December 28, 2026); Valuation: 22.9x EPS (2027E), 18.8x EBITDA (2027E), 6.65x sales (2027E); Background: Mar 2: Silver Lake shares materials with CEO/Chair Andrew Wilson, notes Affinity involvement and potential PIF co-investment. AprJun: High-level info sharing, Board (Jun 4) authorizes continued dialogue and NDA process. Jun 30: Board reviews long- and short-range plans. Jul 25: Silver Lake, Affinity, PIF sign NDAs with standstills. Jul 89 & Jul 1516: Management meetings. Sep 12: Investors float $200/share cash (conditional on diligence/financing). Stock at $172.38 that day. Sep 15: Board reviews analyses, decides not to canvass others (price/certainty + leak/disruption risk, later window-shop would allow topping bids). Authorizes exploring $210$212/share. Sep 16: Company pushes $215, signals $200 insufficient. Sep 18: Company sends draft merger agreement with: 60-day window-shop, hell-or-high-water antitrust, reverse termination fee, and ability to continue $0.19 dividend. Sep 1822: Investors probe $205, then $208, send revised draft removing hell-or-high-water, reducing window-shop to 35 days, raising termination fees, eliminating reverse fee, and prohibiting dividend. Sep 22: Board counters best and final at $210 with dividend continuity, consents to Investors engaging J.P. Morgan for debt financing. Stock closed $173.42. Sep 24: Companys revised draft reinstates dividend, extends window-shop to 45 days, reduces termination fees, adds reverse fee. Sep 26: Investors agree to $210/share and dividend continuity, ongoing documentation/financing negotiations. Media leak (WSJ) reports advanced talks, prior close $168.32 (Sep 25). Sep 27: Draft reflects core economics: $210/share. Sep 28: Board meetingGoldman delivers fairness opinion (oral, then written) that $210 cash is fair to holders. Sep 28 (later): Parties execute merger agreement and related documents. Sep 29 (pre-open): Press release announces the transaction;
|
>50% vote target; HSR expiry (filed Nov 3 2025); CFIUS; Competition Canada (filed Nov 10 2025); EC; China SAMR (filed Dec 2 2025, attained Dec 19 2025);
|
|
EB
|
|
Eventbrite, Inc
|
Bending Spoons S.p.A.
|
02-December-25
|
15-February-26
|
Merger
|
Friendly
|
Tech
|
4.50000
|
0.00000
|
4.47000
|
500.00000
|
0.81452
|
0.04000
|
-1.98000
|
|
0.03
|
0.02
|
0.00000
|
4.50000
|
4.46000
|
0.03000
|
0.09132
|
28
|
Allen
|
JPMorgan
|
Skadden
|
Simpson
|
Definitive agreement; Eventbrite, Inc. is the leading global marketplace for shared experiences; The acquisition is subject to customary closing conditions and approvals, including regulatory approvals and approval by Eventbrites stockholders; The proposed transaction, which was unanimously approved by Eventbrites Board of Directors, is expected to close in the first half of 2026, subject to customary closing conditions and approvals, including receipt of required regulatory approvals and approval by Eventbrites stockholders. Upon the consummation of the proposed transaction, Eventbrite will become a privately held company and its capital stock will no longer be listed on any public stock exchange; Valuation: 19.3x EBITDA (2026E), 1.65x sales (2026E); Outside date June 1, 2026 (subject to one three (3)- month extension); Signed CA September 24, 2025; Background: The Eventbrite Board regularly reviewed the companys strategy, performance, and alternatives as part of its ongoing governance process. Initial contact with Bending Spoons occurred at industry conferences in 2024 and 2025, with substantive discussions beginning in mid 2025 when Bending Spoons expressed interest in a potential acquisition. In August 2025, Bending Spoons submitted a non binding indication of interest proposing an all cash acquisition at a price range of $4.10 to $4.60 per share, which prompted the Board to engage advisors, initiate due diligence, and establish a Transaction Committee to oversee the process. Over the following months, Eventbrite conducted diligence with Bending Spoons while also running a broader outreach process to strategic and financial buyers to test the market. Bending Spoons increased its offer to $4.40 per share in October and later to $4.50 per share, while the Board countered at a higher price and encouraged competition. Other potential bidders either declined to submit proposals or offered lower prices and ultimately withdrew, leaving Bending Spoons as the only viable counterparty with both the highest price and the greatest deal certainty. As negotiations progressed, the Board carefully managed potential conflicts involving Eventbrites CEO and co founder Julia Hartz, particularly after Bending Spoons indicated interest in discussing her post transaction treatment. To address this, the Board formed a fully empowered Special Committee of independent directors and authorized Ms. Hartz to engage in personal discussions while removing her from decision making authority. Negotiations ultimately resulted in Ms. Hartz agreeing to the same economic treatment as other stockholders, aside from an opportunity to reinvest after tax proceeds in Bending Spoons at the same valuation as its most recent financing and reimbursement of certain advisory expenses. By late November and early December 2025, the merger agreement and related documents were finalized. The Special Committee unanimously concluded that the transaction was fair and in the best interests of Eventbrite and its stockholders and recommended approval. The full Board received a fairness opinion from its financial advisor, unanimously approved the merger at $4.50 per share in cash, and recommended that stockholders vote in favor of the transaction. The merger agreement was signed on December 1, 2025, and the transaction was publicly announced the following morning;
|
>50% vote target; HSR expiry (filed Dec 31 2025);
|
|
EM
|
|
Smart Share Global Limited
|
Consortium
|
04-August-25
|
31-January-26
|
Merger
|
Friendly
|
Tech
|
1.25000
|
0.00000
|
1.15000
|
-72.91100
|
0.73611
|
0.06000
|
-0.44880
|
0.64000
|
-0.07
|
0.12
|
-0.05000
|
1.20000
|
1.14000
|
0.05000
|
2.33744
|
13
|
Kroll
|
|
Skadden / Maples
|
Davis / Weil / Harney / Haiwen
|
Definitive merger agreement; Smart Share Global Limited (Nasdaq: EM), or Energy Monster, is a consumer tech company with the mission to energize everyday life. The Company is a leading provider of mobile device charging service in China with an extensive network of partners powered by its own advanced service platform; Pursuant to the Merger Agreement, at the effective time of the Merger (the Effective Time), each American Depository Share of the Company (each, an ADS), representing two (2) class A ordinary shares of the Company, par value US$0.0001 each (the Class A Shares, together with class B ordinary shares of the Company, par value US$0.0001 each, collectively, the Shares), issued and outstanding immediately prior to the Effective Time, other than ADSs representing Excluded Shares (as defined in the Merger Agreement), together with the Shares represented by such ADSs, will be cancelled and cease to exist in exchange for the right to receive US$1.25 in cash per ADS without interest (less applicable fees, charges and expenses payable by ADS holders, and such consideration, the Per ADS Merger Consideration), and each Share issued and outstanding immediately prior to the Effective Time, other than Excluded Shares, Dissenting Shares (as defined in the Merger Agreement) and Shares represented by ADSs, will be cancelled and cease to exist in exchange for the right to receive US$0.625 in cash per Share without interest (together with the Per ADS Merger Consideration, the Merger Consideration); The Consortium includes Trustar Mobile Charging Holdings Limited (together with its affiliated investment entities), Mr. Mars Guangyuan Cai, Chairman of the Board of Directors (the Board) and Chief Executive Officer of the Company, Mr. Peifeng Xu, Director and President of the Company, Mr. Victor Yaoyu Zhang, Chief Marketing Officer of the Company, and Ms. Maria Yi Xin, Director and Chief Financial Officer of the Company; The Consortium intends to fund the Merger through a combination of (i) cash contributions from certain members of the Consortium pursuant to their respective equity commitment letters, (ii) proceeds from certain committed term loan facility to be provided by Bank of China Limited, Shanghai Branch, and (iii) rollover equity contributions by the Rollover Shareholders (as defined in the Merger Agreement); The Board, acting upon the unanimous recommendation of a committee of independent and disinterested directors established by the Board (the Special Committee), approved the Merger Agreement and the Merger and resolved to recommend the Companys shareholders vote to authorize and approve the Merger Agreement and the Merger. The Special Committee negotiated the terms of the Merger Agreement with the assistance of its independent financial and legal advisors; The Merger, which is currently expected to close during the fourth quarter of 2025, is subject to customary closing conditions, including, among others, (i) that the Merger Agreement shall be authorized and approved by an affirmative vote of at least two-thirds of the votes cast by the shareholders present and voting in person or by proxy at an extraordinary general meeting of the Companys shareholders, (ii) that the aggregate amount of Dissenting Shares shall be less than 15% of the total outstanding Shares immediately prior to the Effective Time, and (iii) receipt of certain regulatory approvals; As of the date of this press release, members of the Consortium and the Rollover Shareholders beneficially own Shares representing approximately 64% of the voting rights; Outside date Aug 4 2026;
|
66 2/3 vote target; <15% dissent;
|
|
EXAS
|
ABT
|
Exact Sciences
|
Abbott
|
20-November-25
|
15-May-26
|
Merger
|
Friendly
|
Healthcare
|
105.00000
|
0.00000
|
102.39000
|
23000.00000
|
0.47224
|
2.63000
|
-31.05000
|
|
0.03
|
0.08
|
0.00000
|
105.00000
|
102.37000
|
2.62000
|
0.08203
|
117
|
Centerview / XMS
|
MS
|
Skadden
|
Wachtell
|
Definitive agreement; A leading provider of cancer screening and diagnostics tests, Exact Sciences helps patients and healthcare providers make timely, informed decisions before, during and after a cancer diagnosis. The companys growing product line includes well-established brands such as Cologuard and Oncotype DX, along with innovative solutions like the Cancerguard test for multi-cancer early detection and the Oncodetect test for molecular residual disease and recurrence monitoring; Acquisition adds a new growth vertical to Abbotts already high single-digit growth profile, gaining leadership in the fast-growing $60 billion U.S. cancer screening and precision oncology diagnostics segments; Acquisition will uniquely position Abbott to transform cancer care, advancing earlier detection and optimizing treatment and monitoring to help millions more people live healthier lives; Exact Sciences product lines feature advanced cancer screening and diagnostic solutions, including the market-leading Cologuard and Oncotype DX tests, and cutting-edge liquid biopsy tests for multi-cancer early detection and molecular residual disease testing; Acquisition will be immediately accretive to Abbotts revenue growth and gross margin; The closing is expected in the second quarter of 2026 and is subject to Exact Sciences shareholder approval, as well as receipt of applicable regulatory approvals and other customary closing conditions. The transaction was unanimously approved by both companies boards of directors; Morgan Stanley is serving as the exclusive financial advisor for Abbott and has provided fully committed debt financing; Outside date November 19, 2026; Signed CA October 21, 2025; Signed clean team agreement November 7, 2025; Both operate in the broad category of diagnostic testing (specifically laboratory-based molecular testing, genetic testing, and screening), but ABT is not a competitor of EXAS; Background: Exacts board and management regularly evaluated strategic alternatives while pursuing a standalone growth strategy. In March 2025 Abbotts CEO expressed interest in acquiring Exact but the board rejected an initial $65 per share proposal in April as premature and inadequate. After continued strong performance and updated long range plans, Abbott returned in September with an $85 proposal which was also rejected with the board stating it would only engage at a price above $100. In October Abbott submitted successive proposals at $93 and $101 per share. The board allowed limited engagement and due diligence under a confidentiality agreement while declining to solicit other bidders due to leak and execution risks. After negotiations and management presentations, Abbott increased its offer to $105 per share on October 29 and stated it was final. The board authorized full engagement at that level and due diligence proceeded in November alongside negotiation of merger terms including regulatory efforts, termination rights, fees and employee matters. Centerview delivered a fairness opinion on November 19 and the board unanimously approved the transaction, recommended it to shareholders and authorized execution of the merger agreement. Exact and Abbott signed the agreement on November 19 and publicly announced the deal on November 20 2025;
|
>50% vote target; HSR expiry (filed Jan 6 2026);
|
|
FFIC
|
OCFC
|
Flushing Financial Corp.
|
OceanFirst Financial Corp.
|
30-December-25
|
15-May-26
|
Merger
|
Friendly
|
Financial
|
0.00000
|
0.85000
|
15.35000
|
579.00000
|
-0.01412
|
0.01350
|
|
|
0.04
|
0.00
|
0.00000
|
15.27350
|
15.26000
|
0.14222
|
0.02936
|
117
|
Piper
|
Keefe / Jefferies
|
Hughes
|
Simpson / Wachtell
|
Definitive merger agreement; Flushing Financial Corporation is the holding company for Flushing Bank, an FDIC insured, New York State chartered commercial bank that operates banking offices in Queens, Brooklyn, Manhattan, and on Long Island. The Bank has been building relationships with families, business owners, and communities since 1929. Today, it offers the products, services, and conveniences associated with large commercial banks, including a full complement of deposit, loan, equipment finance, and cash management services; Creates a scaled, high performing regional bank with $23 billion in assets strategically located in attractive New Jersey, Long Island and New York markets; Meaningfully enhances profitability metrics with estimated EPS accretion of 16%, ROATCE of 13% and ROAA of 1.00% by 2027; $225 million equity raise, priced at-the-market, is fully committed at a fixed price after extensive investor due diligence by Warburg Pincus; The strategic acquisition accelerates OceanFirsts organic growth in New York by immediately expanding its presence within the highly attractive, deposit-rich markets of Suffolk, Nassau, Queens, Brooklyn, and Manhattan counties. Following closing of the merger, the combined company is expected to have approximately $23 billion in assets, $17 billion in total loans, and $18 billion in total deposits across 71 retail branches; Upon completion of the proposed transaction, (a) the shares issued to Flushing stockholders in the merger are expected to represent approximately 30% of the outstanding shares of the combined company, (b) the shares issued to Warburg Pincus in the equity capital raise transaction discussed above are expected to represent approximately 12% of the outstanding shares of the combined company and (c) the shares of OceanFirst common stock that are outstanding immediately prior to completion of the merger are expected to represent approximately 58% of the outstanding shares of the combined company; This transaction is expected to be financially attractive with an estimated 2027 EPS accretion of approximately 16%, a strong internal rate of return of approximately 24% and with tangible book value dilution of approximately 6%, to be earned back in approximately 3 years; In the equity capital raise transaction, OceanFirst will sell approximately (i) 9.7 million shares of its common stock at a purchase price of $19.76 per share and (ii) shares of a new class of non-voting, common-equivalent stock representing the economic equivalent of 1.7 million shares of OceanFirst common stock at a purchase price of $19.76 per share of common stock to Warburg Pincus. In addition, OceanFirst will issue Warburg Pincus a warrant to purchase shares of non-voting, common-equivalent stock of OceanFirst representing the economic equivalent of approximately 11.4 million shares of common stock; The transaction is expected to close in the second quarter of 2026, subject to the receipt of regulatory approvals, approval by OceanFirst and Flushing shareholders, and the satisfaction of other customary closing conditions. The equity capital raise is expected to close concurrently with the merger, subject to the concurrent closing of the merger and other closing conditions; Valuation: 10.6x EPS (2026E), 0.8x TBV; Outside date September 29, 2026; Signed CA April 23, 2025;
|
>50% vote target; >50% vote acquiror; Fed; FDIC; OCC; New York Department of Financial Services;
|
|
FFWM
|
FSUN
|
First Foundation Inc.
|
FirstSun Capital Bancorp
|
28-October-25
|
30-April-26
|
Merger
|
Friendly
|
Financial
|
0.00000
|
0.16083
|
6.12000
|
785.00000
|
0.16348
|
-0.01133
|
-0.86826
|
|
0.04
|
0.00
|
0.00000
|
6.09867
|
6.11000
|
0.03074
|
0.01812
|
102
|
Keefe / Jefferies
|
Stephens
|
Alston
|
Nelson
|
Definitive merger agreement; First Foundation Inc. (First Foundation) (NYSE: FFWM), a financial services company with two wholly-owned operating subsidiaries, First Foundation Advisors and Irvine, California-based First Foundation Bank (First Foundation Bank); Transaction will create a premier $17 billion bank operating in the nations best growth markets; Combined entity will migrate to best-in-class performance metrics with a high quality business mix, including $6.8 billion in pro forma AUM and 20% fee income-to-revenue ratio; 30%+ accretion to FSUNs 2027 estimated EPS; Significant pro forma insider and affiliate ownership estimated at 48%; Unanimously approved by the respective board of directors of both FirstSun and First Foundation; FirstSun stockholders will own 59.5% and First Foundation stockholders will own 40.5% of the combined company following the merger; The parties expect the closing of the proposed transaction to occur early in the second quarter of 2026, subject to satisfaction of closing conditions, including receipt of customary required regulatory approvals and requisite approval by the stockholders of each company; Valuation: 0.8x BV, 0.73x TBV, 19.3x EPS (2026E); Outside date Oct 28 2026;
|
>50% vote target; >50% vote acquiror; Fed; FDIC; OCC;
|
|
FOLD
|
BMRN
|
Amicus Therapeutics
|
BioMarin Pharmaceutical Inc.
|
19-December-25
|
18-April-26
|
Merger
|
Friendly
|
Biotech
|
14.50000
|
0.00000
|
14.32000
|
4800.00000
|
0.33150
|
0.19000
|
-3.42000
|
|
0.04
|
0.05
|
0.00000
|
14.50000
|
14.31000
|
0.18000
|
0.05200
|
90
|
Centerview / GS
|
MS / JPMorgan
|
Kirkland
|
Jones / Cooley
|
Definitive agreement; The agreement has been unanimously approved by the Boards of Directors of both companies and Amicus Board of Directors unanimously recommended that Amicus stockholders vote to adopt the agreement. The transaction is expected to close in the second quarter of 2026, subject to regulatory clearances, approval by the stockholders of Amicus and other customary closing conditions; The acquisition will strengthen BioMarins commercial portfolio, adding two new treatments to the companys existing portfolio of medicines that target lysosomal storage disorders: Galafold (migalastat), the first oral treatment for Fabry disease, and Pombiliti (cipaglucosidase alfa-atga) + Opfolda (miglustat), a two-component therapy for Pompe disease. Amicus also has U.S. rights to DMX-200, a potential first-in-class investigational small molecule for the treatment of focal segmental glomerulosclerosis (FSGS), a rare and fatal kidney disease in Phase 3 development; The acquisition is expected to increase BioMarins long-term CAGR through 2030 and beyond. Both Galafold and Pombiliti + Opfolda have high-growth potential and generated combined net product revenues over the past four quarters totaling $599 million. Based on the Galafold litigation settlements announced today, U.S. exclusivity for Galafold is expected through January 2037; The acquisition will add two therapies to BioMarins Enzyme Therapies Business Unit and provide expansion opportunities for Galafold and Pombiliti + Opfolda across BioMarins global footprint; The acquisition will add revenue immediately after the transaction closes. It is expected to be accretive to Non-GAAP Diluted EPS in the first 12 months after close and substantially accretive beginning in 2027; The consummation of the transaction is subject to customary closing conditions, including approval by the stockholders of Amicus, the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and other antitrust authority clearances, and other customary conditions; The transaction is not subject to financing conditions. BioMarin intends to finance the transaction through a combination of cash on hand and approximately $3.7 billion of non-convertible debt financing. Morgan Stanley Senior Funding, Inc. is acting as sole lead arranger and has provided a bridge commitment for this amount; Separately, Amicus has resolved the patent litigation it brought in response to Aurobindo Pharmas and Lupin Ltd.s Abbreviated New Drug Applications seeking approval to market a generic version of Galafold 123 mg capsules prior to expiration of the certain Amicus patents; On marketed products, they do not appear to be direct head-to-head competitors in the core disease areas being acquired (Fabry, Pompe). The transaction looks primarily complementary rather than a horizontal consolidation; Outside date June 19, 2026 (will be extended for two automatic three-month periods); Signed CA October 15, 2025;
|
>50% vote target; HSR expiry;
|
|
FONR
|
|
FONAR Corporation
|
CEO / Insiders
|
30-December-25
|
12-March-26
|
Merger
|
Friendly
|
Healthcare
|
19.00000
|
0.00000
|
18.64000
|
116.25000
|
0.29604
|
0.38000
|
-3.96000
|
0.96579
|
0.00
|
0.09
|
0.00000
|
19.00000
|
18.62000
|
0.37000
|
0.14512
|
53
|
Marshall
|
|
Meister / DLA
|
Moritt
|
Definitive agreement; FONAR, The Inventor of MR ScanningTM, located in Melville, NY, was incorporated in 1978, and is the first, oldest and most experienced MRI Company in the industry; Buyer is controlled by the previously disclosed acquisition group led by Chief Executive Officer Timothy Damadian and consisting of certain members of the Companys management team and board of directors (the "Board") and third parties (collectively, the "Acquisition Group"); A special committee of 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 entry into the Merger Agreement and the Transaction, and the Board (excluding directors that are members of the Acquisition Group who recused themselves from the vote) unanimously approved the entry into the Merger Agreement; The Transaction is expected to close in the third fiscal quarter of 2026 and is subject to the satisfaction of a number of customary closing conditions more thoroughly described in the Merger Agreement, including the approval at a special meeting of the Companys stockholders (the "Company Stockholders Meeting") by the affirmative vote (i) of the holders of a majority in voting power of the Companys capital stock outstanding and entitled to vote, and (ii) of a majority of the votes cast by disinterested stockholders, and is subject to other customary closing conditions. The Transaction is not subject to any financing conditions; The Transaction is being financed by Buyer through a combination of new debt, new equity and rollover of Company securities. Buyer has secured a commitment for a debt financing facility in the amount of $35 million from OceanFirst Bank, N.A., which commitment is subject to usual and customary closing conditions. The remaining debt of approximately $10 million and equity comprised of approximately $45 million is being provided by members of the Acquisition Group and third party lenders. The third party debt is subordinate to the OceanFirst Bank financing facility; Outside date March 12, 2026 (automatically extended to the later of 90 days following (i) the date the Companys definitive proxy statement on Schedule 14A is filed and (ii) the date, if applicable, upon which any governmental review or investigation, including, without limitation, any review or investigation by the Securities and Exchange Commission (the SEC), is completed); Parent has delivered to the Company (i) an executed bank financing commitment letter (the Bank Commitment Letter) from OceanFirst Bank, N.A. (OceanFirst), pursuant to which, and subject to the terms and conditions set forth in the Bank Commitment Letter, OceanFirst has committed to provide debt financing in an aggregate amount of $35,000,000, (ii) executed debt subscription agreements (the Debt Commitment Agreements) from certain financing sources (including investors in Parent) (each, individually, a Debt Financing Source and, collectively, the Debt Financing Sources), pursuant to which, and subject to the terms and conditions set forth in the Debt Commitment Agreements, the Debt Financing Sources have committed to provide debt financing in an amount of not less than $10,000,000 (the transactions described in the foregoing clauses (i) and (ii), collectively, the Debt Financing), and (iii) executed equity subscription agreements (the Equity Commitment Agreements and, collectively with the Bank Commitment Letter and the Debt Commitment Agreements, the Financing Commitments), from certain investors, pursuant to which such investors have committed, subject to the terms and conditions set forth in the Equity Commitment Agreements, to provide equity financing (comprised of cash and rollover securities) in an amount of not less than $45,000,000 (the Equity Financing and, together with the Debt Financing, the Financing); Valuation: 17.3x EPS (LTM), 7.4x EBITDA (LTM), 1.1x sales (LTM);
|
>50% vote target; Majority of minority vote target; HSR expiry;
|
|
FRGE
|
SCHW
|
Forge Global Holdings, Inc.
|
The Charles Schwab Corporation
|
06-November-25
|
31-March-26
|
Merger
|
Friendly
|
Financial
|
45.00000
|
0.00000
|
44.63000
|
660.00000
|
0.72282
|
0.40000
|
-18.48000
|
0.23750
|
0.04
|
0.02
|
0.00000
|
45.00000
|
44.60000
|
0.39000
|
0.04513
|
72
|
Financial Technology Partners
|
JPMorgan
|
Morris / Sullivan
|
Wachtell
|
Definitive agreement; Forge operates the premier private market platform and a leading trading marketplace through which investors have bought and sold more than $17 billion in private company shares; Together, Schwab and Forge will unite private stock plan administration and liquidity access in a single, integrated ecosystem that benefits all participants. Through this acquisition, Schwab will build on Forges decade plus experience helping private companies deliver capital and liquidity solutions through a partnership model rooted in company approval and trusted collaboration; Under the terms of the agreement, Schwab will acquire all of Forges issued and outstanding common shares for $45 cash per Common Share. The transaction has been unanimously approved by the Boards of Directors of Schwab and Forge. The transaction is expected to close in the first half of 2026, subject to customary closing conditions, including approval by Forges stockholders and regulatory approvals; Forges two largest stockholders, Motive Capital and Deutsche Borse, have entered into agreements committing to support the transaction; Valuation: 5.15x sales (2026E); Outside date Nov 6 2026; Signed CA July 15, 2025; Background: Forges board and management regularly reviewed strategic options after its 2022 SPAC listing, believing the public markets undervalued the company. In June 2023 the board formed an independent special committee to evaluate potential transactions. The committee hired independent legal and financial advisors and explored alternatives through 2023 and 2024, ultimately maintaining a standalone plan until receiving inbound interest in 2025. In mid-2025 Forge held commercial discussions with Schwab and another financial services firm. Both later expressed interest in a full acquisition at prices far above the trading price. In September 2025 Schwab indicated interest at about thirty five to forty dollars per share. Company A soon submitted the same range. The special committee launched a sale process, invited additional bidders, provided projections and diligence materials, and distributed a draft merger agreement. By early October only Schwab and Company A remained active, though Company A slowed its participation. Schwab improved its offer to forty two fifty per share, then to forty five per share. Other invited bidders withdrew and no late inbound parties submitted pricing. The special committee negotiated draft agreements, assessed fiduciary duties, reviewed projections and FT Partners financial analysis, and requested improvements from Schwab. In late October Forge granted Schwab exclusivity. The parties negotiated final terms while securing support agreements from major shareholders DB and the Motive Entities. FT Partners delivered a fairness opinion that forty five dollars per share was financially fair to stockholders. On November 4 the special committee unanimously recommended the Schwab transaction. On November 5 the board unanimously approved the merger agreement and related support agreements and resolved to submit the deal to stockholders. The agreement was signed that day and Schwab announced the merger the following morning;
|
>50% vote target; HSR expiry (attained Dec 23 2025); FINRA; Division of Banking of the South Dakota Department of Labor Regulation; California Department of Financial Protection and Innovation;
|
|
FSFG
|
FRME
|
First Savings Financial Group, Inc.
|
First Merchants Corporation
|
25-September-25
|
01-February-26
|
Merger
|
Friendly
|
Financial
|
0.00000
|
0.85000
|
32.26000
|
241.30000
|
0.21389
|
0.15950
|
-5.48242
|
|
0.04
|
0.03
|
0.00000
|
32.01950
|
31.86000
|
0.18462
|
0.16258
|
14
|
Piper
|
Stephens
|
Luse
|
Dentons
|
Definitive merger agreement; Headquartered in Jeffersonville, Indiana, First Savings operates 16 banking center locations in southern Indiana. First Savings has total assets of $2.4 billion, total loans of $1.9 billion, and total deposits of $1.7 billion earning a 1.02% return on average assets (annualized) and a 13.7% return on average equity (annualized) for the quarter ended June 30, 2025; First Merchants anticipates earnings per share accretion of approximately 11% in 2027 (the first full year of combined operations) and a tangible book value earnback period of 3.0 years; The transaction is expected to close in the first quarter of 2026, subject to First Savings shareholder approval, regulatory approvals, and other customary conditions. First Merchants shareholder approval is not required; Valuation: 9.6x EPS (2026E), 1.28x BV, 1.35x TBV; Outside date June 30, 2026; Jan 16 2026 announced all regulatory approvals have been received;
|
>50% vote target; HSR expiry; Federal Reserve Bank of Chicago (attained Jan 15 2026); FDIC (attained); Indiana Department of Financial Institutions (attained)
|
|
GDEN
|
VICI
|
Golden Entertainment, Inc.
|
Blake Sartini / VICI Properties Inc.
|
06-November-25
|
30-June-26
|
Merger
|
Friendly
|
Gaming
|
2.75000
|
0.90200
|
28.13000
|
1249.32251
|
0.41309
|
0.47776
|
-7.82385
|
0.25000
|
0.01
|
0.06
|
0.00000
|
28.39776
|
27.92000
|
0.79175
|
0.06462
|
163
|
Macquarie
|
Santander
|
Latham
|
Greenberg
|
Definitive agreement; Golden Entertainment operates a diversified entertainment platform of gaming and hospitality assets. The Company operates eight casinos and 72 gaming taverns in Nevada, featuring approximately 5,600 slots, 80 table games and 6,000 hotel rooms; Golden stockholders will receive total consideration of a fixed exchange ratio of 0.902 shares of VICI common stock for the sale of seven casino real estate assets and a cash distribution with proceeds from Blake Sartini of $2.75 for each share of Golden stock held at the closing of the transaction; The Company will continue to pay shareholders regular quarterly cash dividends of $0.25 per share through the close of the transaction; An Independent Committee of the Board of Directors (the Independent Committee) was formed to evaluate the transaction. The Independent Committee provided unanimous approval of the transaction and recommended that the Companys stockholders approve the definitive agreement and the transactions contemplated thereby; The proposed transaction, which is expected to close in mid-2026, is subject to customary closing conditions, including the receipt of regulatory approvals and approval by a majority of Golden stockholders. Blake Sartini, Blake Sartini II and affiliated trusts, who own approximately 25% of the voting power of Goldens outstanding shares of common stock, have signed a voting and support agreement in favor of the transaction; Valuation: 41.2x EPS (2026E), 8.2x EBITDA (2026E), 1.89x sales (2026E); The agreement includes a go-shop period through December 5, 2025, during which time Golden and its advisors may solicit, consider and negotiate alternative acquisition proposals from third parties; Outside date February 5, 2027; Background: Goldens board regularly reviewed strategic options and believed the market undervalued its casino business, especially its real estate. From late 2024 through 2025, Golden explored sale-leaseback and opco / propco structures with several parties, including REITs VICI and Party A and financial sponsors Party B and Party C, focusing on tax efficiency and value maximization. VICI and Party A submitted competing non-binding proposals to buy Goldens real estate and lease it back under a long term triple net master lease, while Goldens controlling shareholder, Mr Sartini, expressed interest in acquiring the operating company in an opco / propco deal. The board formed an Independent Committee of disinterested directors, hired Macquarie as its financial advisor and Latham as counsel, and negotiated detailed terms with VICI and Mr Sartini, including structure, financing, lease terms, closing conditions, termination fees and a go-shop period. Macquarie delivered a fairness opinion that the aggregate consideration to Golden shareholders was fair from a financial perspective. On November 5, 2025, the Independent Committee unanimously determined the Master Transaction Agreement and related transactions were fair and in the best interests of Golden and its shareholders and recommended that shareholders approve the deal. During the go-shop process Macquarie contacted 20 potential bidders, but no superior proposal emerged. The Independent Committee concluded that the transactions are substantively and procedurally fair to unaffiliated security holders;
|
>50% vote target; HSR expiry; Gaming approvals;
|
|
GDOT
|
|
Green Dot Corporation
|
Smith Ventures / CommerceOne Financial Corporation
|
24-November-25
|
15-May-26
|
Merger
|
Friendly
|
Financial
|
8.11000
|
0.00000
|
12.14000
|
825.00000
|
0.20593
|
2.13000
|
-0.30000
|
|
0.00
|
0.88
|
6.12000
|
14.23000
|
12.10000
|
2.12000
|
0.65475
|
117
|
Citi
|
Stephens / Performance Trust
|
Wachtell
|
King / Sullivan
|
Merger agreement; Green Dot Corporation is a financial technology platform and registered bank holding company that builds banking and payment solutions to create value, retain and reward customers, and accelerate growth for businesses of all sizes; Smith Ventures will acquire and privatize Green Dots non-bank financial technology business assets and operations, which will continue running as an independent and growth-focused fintech and embedded finance company. Additionally, CommerceOne will acquire Green Dot Bank and its associated assets and operations, and together, they will become a new publicly traded bank holding company that serves as the fintechs exclusive issuing bank; Upon completion of the acquisition, each share of Green Dot will be exchanged for $8.11 in cash and 0.2215 shares of the new publicly traded bank holding company that will own CommerceOnes existing business, including CommerceOne Bank and Green Dot Bank. Former Green Dot shareholders will own approximately 72% of the new publicly traded bank holding company, and former CommerceOne shareholders will own approximately 28% of the company; Smith Ventures will acquire Green Dots non-bank financial technology business assets and operations from CommerceOne for $690 million in an all-cash transaction. Of that purchase price, $470 million will be distributed to Green Dot shareholders, while $155 million will be invested into the bank to provide additional regulatory capital and liquidity. Approximately $65 million will be used to pay off current indebtedness; The implied value to shareholders of Green Dot is estimated to be approximately $14.23 $19.18 per share (including $8.11 per share in cash) based on an assumed tangible book value multiple of approximately 1.00x-1.80x applied to the combined bank tangible book value at closing. The implied aggregate value is estimated to be $825 million $1.1 billion (including $470 million in cash); The transactions will occur concurrently and are subject to the receipt of required shareholder and regulatory approvals and other customary closing conditions. They are expected to close in the second quarter of 2026; These strategic transactions are the result of the strategic review announced in March 2025. The strategic review process evaluated a range of alternatives which included, but was not limited to, the potential sale of certain business lines/segments and Green Dot as a whole. Green Dot engaged with a broad group of interested parties, including both strategics and financial sponsors across financial technology, banking and consumer finance. Green Dot believes that the strategic transactions announced today represent an attractive opportunity to enhance value for Green Dot shareholders; Smith Ventures has partnered with TPG Credit, who provided a debt financing commitment; Valuation: 9.8x EPS (2026E), 0.72x BV; Outside date November 23, 2026 (subject to an automatic 90-day extension in certain circumstances, including if required regulatory approvals have not been obtained);
|
>50% vote target; >50% vote acquiror; HSR expiry;
|
|
GES
|
|
Guess?, Inc.
|
Authentic Brands Group LLC
|
20-August-25
|
31-January-26
|
Merger
|
Friendly
|
Media
|
16.75000
|
0.00000
|
16.85000
|
1400.00000
|
0.72680
|
-0.09000
|
-7.14000
|
0.28480
|
0.02
|
0.00
|
0.00000
|
16.75000
|
16.84000
|
-0.10000
|
-0.15399
|
13
|
Solomon
|
Sage / JPMorgana
|
Willkie / Young / OMelveny / Morris
|
Jones / Ropes / Latham
|
Definitive agreement; Guess? designs, markets, distributes and licenses a lifestyle collection of contemporary apparel, denim, handbags, watches, eyewear, footwear and other related consumer products. Guess? products are distributed through branded Guess? stores as well as better department and specialty stores around the world. As of May 3, 2025, Guess? directly operated 1,074 retail stores in Europe, the Americas and Asia; Certain Guess? shareholders (collectively, the Rolling Stockholders), including Maurice Marciano, Paul Marciano, Nicolai Marciano, and Carlos Alberini and certain of their respective trusts, foundations and affiliates, to enter into a strategic partnership with Authentic Brands Group LLC (Authentic), under which, in connection with the take-private transaction, Authentic will acquire 51% of substantially all Guess? intellectual property after which all of the outstanding common stock of Guess? not already beneficially owned by the Rolling Stockholders will be acquired in an all-cash transaction that values Guess? at approximately $1.4 billion, including debt. The Rolling Stockholders will own 49% of all Guess? intellectual property, and current Guess? management will continue to run the business and own 100% of the operating company.; With the assistance of financial and legal advisors, the Special Committee evaluated a number of potential options and unanimously determined that the transaction with Authentic and the Rolling Stockholders is the best path forward for Guess?, providing Guess? shareholders with immediate and certain cash value at a compelling premium; The transaction is expected to close in the fourth quarter of Guess?s 2026 fiscal year, subject to satisfaction or waiver of regulatory and other customary conditions, including approval by the holders of a majority of Guess?s outstanding common stock and a majority of the votes cast by the unaffiliated stockholders of Guess?; The Guess? Board of Directors, with Paul Marciano and Carlos Alberini recusing themselves, unanimously approved the proposed transaction upon the unanimous recommendation of the Special Committee of independent and disinterested directors that led the review and negotiation of this transaction; The transaction is not subject to a financing condition. The transaction will be financed through a combination of rollover equity by the Rolling Stockholders and cash commitments by Authentic. Under the terms of the Indenture, dated as of April 17, 2023, between Guess? and U.S. Bank Trust Company, National Association, as trustee, holders of Guess?s 3.75% convertible senior notes due 2028 (the Convertible Notes) will have certain rights to cause the repurchase, redemption or conversion of their Convertible Notes in connection with the transaction; Guess? expects to pay a quarterly cash dividend of $0.225 cents per share through the closing of the transaction; The Transaction is expected to close in the fourth quarter of the Companys 2026 fiscal year, which ends January 31, 2026; Outside date August 20, 2026; Signed CA April 30, 2025; Valuation: 11.3x EPS (2026E), 5.8x EBITDA (2026E), 0.42x sales (2026E); Background: Oct 2023Apr 2024: Guess partnered with WHP on rag & bone acquisition. MayJun 2024: Guess explored a spin of ops to a private vehicle owned by the Rolling Stockholders (IPCo/OpCo idea) but dropped it due to complexity. Mar 13: WHP non-binding proposal at $13.00/share cash (excluding Rolling Stockholders shares), with IPCo/OpCo concept and no majority-of-disinterested stockholder (MoDS) condition. Rolling Stockholders said any deal must be arms-length via a special committee and allow them to roll equity. Mar 17: Guess publicly announces WHP proposal & Special Committee. Apr 2: Authentic initial proposal $15.00/share cash. AprMay: Special Committee runs a broad outreach (36 parties, 8 NDAs signed). WHP refuses the standstill without a fall-away and wont sign the Committees NDA, nevertheless stays in contact. May 20: Party B submits a $16.63/share equivalent (enterprise value bid), Party A drops out. Process controls: Committee insists on MoDS approval, NDA standstills, and disciplined timeline. Jul 14: Authentic re-ups at $15.00 and proposes structural changes. Committee pushes for higher price and restores MoDS in drafts. Jul 28: Authentic improves to $15.50 and accepts MoDS but pushes back on dividends, proposes optional equity purchases in Guess IP (51% Authentic; up to 19% Rolling Stockholders). Aug 5: Authentic raises to $16.25 and allows up to $0.60/share dividends between signing and close. Aug 11: After back-and-forth on make-whole math for the convertibles and dividend limits, Authentic offers $16.75/share and permits regular quarterly dividends not above the dividend-limit (so the Make-whole Floor doesnt step up). Aug 1920: Special Committee unanimously recommends; Board (with recusals) unanimously approves. Merger Agreement, Voting Agreement, and Interim Investors Agreement executed and announced Aug 20, 2025;
|
>50% vote target; Majority of minority vote; HSR expiry (filed Sept 25 2025, attained Oct 27 2025);
|
|
GTLS
|
BKR
|
Chart Industries, Inc.
|
Baker Hughes
|
29-July-25
|
31-March-26
|
Merger
|
Friendly
|
Industrial
|
210.00000
|
0.00000
|
207.49001
|
13600.00000
|
0.29959
|
2.53000
|
-45.88000
|
|
0.02
|
0.05
|
0.00000
|
210.00000
|
207.47000
|
2.52000
|
0.06312
|
72
|
Wells
|
GS / Centerview / MS
|
Winston
|
Cleary / WilmerHale
|
Definitive agreement; Chart Industries, Inc. is a global leader in the design, engineering, and manufacturing of process technologies and equipment for gas and liquid molecule handling for the Nexus of CleanTM - clean power, clean water, clean food, and clean industrials, regardless of molecule; Significant step high-grades the portfolio and adds value accretive customer offerings, transforms Baker Hughes Industrial & Energy Technology segment; Chart Industries brings differentiated capabilities across a diverse set of end markets advantaged by secular growth drivers such as natural gas, data centers and decarbonization; Highly complementary capabilities enable enhanced value-creation solutions for customers across the lifecycle of projects and accelerate aftermarket growth through increased service penetration of combined installed base; $325 million in annualized cost synergies expected to be realized at end of third year; Superior proposal to FLS friendly bid by 22.3%; Baker Hughes has secured fully committed bridge debt financing to fund the transaction, provided by Goldman Sachs Bank USA, Goldman Sachs Lending Partners LLC, and Morgan Stanley Senior Funding, Inc., which is expected to be replaced with permanent debt financing prior to close; The Boards of Directors of Baker Hughes and Chart have each unanimously approved the transaction, and the Chart Board of Directors has unanimously recommended that Chart shareholders approve the transaction. The transaction is subject to customary conditions, including approval by Chart shareholders, and the receipt of applicable regulatory approvals. The transaction is expected to be completed by mid-year 2026; Valuation: 14.4x EPS (2026E), 10.4x EBITDA (2026E), 8.3x Adj EBITDA after synergies (2026E), 2.68x sales (2026E); Outside date July 29 2026 (subject to two automatic extensions of six months each in the event that certain regulatory conditions are not satisfied); Baker Hughes has agreed to pay the termination fee of $250 million due to Flowserve Corporation; Background: Charts board and management regularly reviewed strategic options, including M&A, to enhance shareholder value. In early 2024, Chart hired Wells Fargo as financial advisor. In June 2024, Baker Hughes CEO Lorenzo Simonelli approached Charts CEO Jillian Evanko about a possible transaction. Discussions began, with Wells Fargo engaging Morgan Stanley (Baker Hughes advisor). July 23, 2024: Baker Hughes verbally proposed an all-stock acquisition (fixed ratio, 15% premium, ~20% ownership in combined company). Charts board reviewed but required a written proposal. After Charts Q2 earnings miss and share price decline, Baker Hughes revised its proposal to a floating exchange ratio (90-day VWAP + 15% premium). Aug. 29, 2024: Baker Hughes submitted a written all-stock proposal ($145$155 per Chart share). Charts board rejected it as inadequate. By November 2024, Baker Hughes suggested an at-market exchange with no premium, which Chart deemed unattractive. Chart and Wells Fargo confidentially contacted multiple industry peers (Companies AF). None were interested in a whole-company transaction; some explored only individual product lines. FebruaryMarch 2025: Flowserve expressed interest. Chart and Flowserve signed a confidentiality agreement in April and began diligence. Company E resurfaced with tentative interest but never advanced beyond preliminary talks. Flowserve Negotiations (Spring 2025): Flowserve proposed an all-stock merger of equals (exchange ratio to be based on VWAP). Chart and Flowserve conducted extensive due diligence, synergy workshops, and legal/financial negotiations. June 3, 2025: Charts board approved the merger with Flowserve (3.165 Flowserve shares per Chart share). Wells Fargo delivered a fairness opinion. A definitive agreement was signed, announced June 4. Baker Hughes Renewed Approach (Summer 2025): July 16, 2025: Simonelli delivered an unsolicited all-cash offer of $210/share (~30% premium, $10.1B equity value, $13.6B EV). Baker Hughes engaged Goldman Sachs and Centerview, and secured bridge financing. Charts board determined the proposal was (or could become) a Superior Proposal under the Flowserve agreement. Negotiations intensified. Baker Hughes agreed to cover the $250M Flowserve termination fee (plus $8M expenses) and include a $500M reverse termination fee. Final Decisions (July 2025): July 23, 2025: Charts board determined Baker Hughes cash proposal was superior to Flowserves stock-based merger, offering immediate, certain value with fewer integration risks. July 28, 2025: Chart terminated the Flowserve deal (paying $266M, funded mostly by Baker Hughes) and signed the definitive Merger Agreement with Baker Hughes;
|
>50% vote target; HSR expiry (filed Sept 2 2025, attained Nov 6 2025); Competition Canada (filed Oct 21 2025); China SAMR (filed Nov 10 2025, attained Nov 24 2025);
|
|
HI
|
|
Hillenbrand, Inc.
|
Lone Star Funds
|
15-October-25
|
02-February-26
|
Merger
|
Friendly
|
Industrial
|
32.00000
|
0.00000
|
31.82000
|
3800.00000
|
0.36577
|
0.19000
|
-8.38000
|
|
0.02
|
0.02
|
0.00000
|
32.00000
|
31.81000
|
0.18000
|
0.14718
|
15
|
Evercore
|
Jefferies / UBS
|
Skadden
|
Kirkland
|
Definitive agreement; Hillenbrand provides highly-engineered processing equipment and solutions to customers around the world through its Advanced Process Solutions and Molding Technology Solutions segments. Over the past three years, Hillenbrand has repositioned the business, strengthening and streamlining its portfolio through strategic acquisitions and divestitures and building out its industrial food equipment portfolio; The Hillenbrand Board of Directors unanimously approved the transaction. This agreement comes following the Hillenbrand Board of Directors review of several strategic alternatives for the company; The transaction is expected to close by the end of the first quarter of calendar year 2026 and is subject to customary closing conditions, including approval by Hillenbrand shareholders and receipt of required regulatory approvals; Under the terms of the Merger Agreement, Hillenbrand may not pay dividends on its Common Stock, except that it is permitted to pay one cash dividend on or prior to December 31, 2025 in an amount not to exceed $0.2275 per share; Outside date July 14, 2026; Lone Star Fund XII, L.P. (the Sponsor) has committed to capitalize Parent at the closing of the Merger with an aggregate equity contribution equal to $1,647,000,000, on the terms and subject to the conditions set forth in its equity commitment letter dated October 14, 2025. In addition, Parent entered into debt commitment letters, dated as of October 14, 2025, with various lenders providing for a commitment by the lenders, subject to conditions customary for transactions such as those contemplated by the Merger Agreement, to provide (i) a $1.885 billion aggregate principal amount senior secured term loan facility, (ii) a $400 million aggregate principal amount senior secured revolving credit facility, (iii) a $500 million aggregate principal amount senior secured bridge loan facility and (iv) a $350 million aggregate principal amount senior secured letter of credit facility; Signed clean team agreement August 18, 2025; Signed CA July 16, 2025; Background: At its June 2325, 2025 annual strategy meetings, management presented a long-range plan through 2030 and an internal valuation analysis showing a wide value range ($24.94$87.07/share). During these sessions, Hillenbrand received an unsolicited proposal from Lone Star to acquire the company for $34$36/share. Management met with Lone Star on June 27. On June 29, the Board reviewed strategy, approved managements plan, and hired Evercore as its financial advisor. On July 7, Evercore presented preliminary analyses and strategic alternatives. The Board rejected Lone Stars initial proposal but invited them to participate in a broader sale process. Evercore contacted 22 potential buyers (18 financial sponsors, 4 strategics). 16 parties (including Lone Star) signed NDAs and received a CIM. Management gave presentations to 12 groups. Press reports on August 13 revealed Hillenbrand was exploring a sale. Preliminary Bids (Aug 1314, 2025): Lone Star: $34/share, Bidder A: $28$32, Bidder B: $32.50, One additional oral indication at ~$25. The Board advanced Lone Star and Bidder A to the next round. Lone Star and Bidder A conducted due diligence from mid-August. Hillenbrand posted a draft merger agreement Aug 22. Two letters from descendants of Hillenbrands founding family expressed concern: One opposed a sale unless shareholders could roll over shares. Another supported a sale only if rollover was possible. Bidder A withdrew on Sept 29. On Sept 29, Lone Star formally bid $31/share, reduced due to diligence findings. Their draft terms prohibited dividends between signing and closing. The Board rejected $31/share and sought improvements. Oct 6: Lone Star raised to $32/share, still blocking dividends. The Board countered for $32.70/share and permission to pay dividends. Lone Star held at $32/share but allowed one interim dividend. On Oct 814, legal documents and financing terms were negotiated. On Oct 14, Evercore delivered its fairness opinion based on: The Board-approved Financial Projections and A mid-cycle 18.5% terminal EBITDA margin. The Board unanimously approved the deal at $32 per share with one interim dividend permitted. The merger agreement and financing commitments were executed the night of Oct 14. The transaction was announced the morning of Oct 15, 2025. Representatives of a founding-family shareholder group contacted Lone Star seeking rollover options. Hillenbrand granted Lone Star permission to speak with them (subject to restriction on binding agreements). As of the proxy statement date, no rollover agreement existed; Lone Star has committed to capitalize Parent at or prior to the closing of the Merger with an aggregate amount in cash equal to $1.647 billion (we refer to such commitment as the Equity Commitment), on the terms and subject to the conditions set forth in its equity commitment letter, dated as of October 14, 2025 (which we refer to as the Equity Commitment Letter). Parent obtained debt commitment letters, dated October 14, 2025, as amended and restated on November 10, 2025 (which we refer to as the Debt Commitment Letters and, together with the Equity Commitment Letter, the Commitment Letters), from various lenders (which we refer to collectively as the Debt Financing Entities) providing for a commitment by the Debt Financing Entities, subject to conditions customary for transactions such as those contemplated by the Merger Agreement, to provide (i) a $1.8 billion aggregate principal amount senior secured term loan facility, (ii) a $400 million aggregate principal amount senior secured revolving credit facility, (iii) an up to $500 million aggregate principal amount senior secured bridge loan facility and (iv) a $350 million aggregate principal amount senior secured letter of credit facility;
|
>50% vote target (attained); HSR expiry (filed Nov 19 2025); CFIUS (filed Oct 28 2025); Competition Canada (filed Nov 13 2025, attained Nov 27 2025); EC (attained Dec 8 2025); China SAMR (filed Dec 11 2025, attained Jan 12 2026); India; Morocco (attained Jan 5 2026); South Korea; Saudi Arabia; South Africa; Turkey;
|
|
HOLX
|
|
Hologic, Inc.
|
Blackstone / TPG
|
21-October-25
|
18-February-26
|
Merger
|
Friendly
|
Healthcare
|
76.00000
|
0.00000
|
74.97000
|
18300.00000
|
0.40015
|
1.04000
|
-20.68000
|
|
0.01
|
0.05
|
0.00000
|
76.00000
|
74.96000
|
1.03000
|
0.17431
|
31
|
GS
|
Citi
|
Wachtell
|
Kirkland / Ropes
|
Definitive agreement; Hologic, Inc. is a global leader in womens health dedicated to developing innovative medical technologies that effectively detect, diagnose and treat health conditions and raise the standard of care around the world; Under the terms of the agreement, Blackstone and TPG will acquire all outstanding Hologic shares for $76 per share in cash plus a non-tradable contingent value right (CVR) to receive up to $3 per share in two payments of up to $1.50 each, for total consideration of up to $79 per share in cash. The non-tradable CVR would be issued to Hologic stockholders at closing and paid, in whole or in part, following achievement of certain global revenue goals for Hologics Breast Health business in fiscal years 2026 and 2027; The transaction includes significant minority investments from a wholly owned subsidiary of the Abu Dhabi Investment Authority (ADIA) and an affiliate of GIC; The transaction is expected to close in the first half of calendar year 2026, subject to the approval of Hologics stockholders, the receipt of required regulatory approvals and the satisfaction of certain other customary closing conditions. The Hologic Board of Directors has unanimously approved the merger agreement and recommends that Hologic stockholders vote their shares to approve the transaction and adopt the merger agreement; Blackstone and TPG have secured committed financing for the transaction. They have delivered to Hologic a debt financing commitment letter from Citi, Bank of America, Barclays, Royal Bank of Canada and SMBC, and equity commitment letters from funds advised by Blackstone and TPG that, taking into account the Companys balance sheet, in the aggregate, are sufficient to fund the purchase price and pay related fees and expenses at closing. Blackstones private equity strategy for individual investors is also expected to invest as part of the transaction. TPG is investing in Hologic through TPG Capital, the firms U.S. and European private equity platform; The merger agreement includes a 45-day go-shop period, during which time Hologic and its advisors may solicit, consider and negotiate alternative acquisition proposals from third parties. The Hologic Board of Directors will have the right to terminate the merger agreement to enter into a transaction providing for a superior proposal, subject to the terms and conditions of the merger agreement; Valuation: 16.8x EPS (2026E), 13.2x EBITDA (2026E), 4.29x sales (2026E); Outside date July 21, 2026 (subject to (a) one three-month extension); Parent has obtained commitments for debt financing consisting of $9,500 million of senior secured first lien term loans, $2,000 million of senior secured second lien term loans and a $750 million senior secured first lien revolving credit facility, in each case, on the terms set forth in a debt commitment letter; Go-shop expires December 5, 2025; Each CVR represents the right to receive (i) an amount between $0.50 and $1.50, determined by linear interpolation, based on the amount by which the Revenue of the Companys Breast Health business in respect of fiscal year 2026 exceeds $1,556,844,377 but is less than $1,571,844,377, provided that in the event that Revenue of the Companys Breast Health business in respect of fiscal year 2026 is equal to or greater than $1,571,844,377, the amount will be equal to $1.50 and (ii) an amount between $0.50 and $1.50, determined by linear interpolation, based on the amount by which the Revenue of the Companys Breast Health business in respect of fiscal year 2027 exceeds $1,651,256,283 but is less than $1,666,256,283, provided that in the event that Revenue of the Companys Breast Health business in respect of fiscal year 2027 is equal to or greater than $1,666,256,283, the amount will be equal to $1.50. In addition, if the CVR payment with respect to fiscal year 2026 is less than $1.50 and Revenue of the Companys Breast Health business for fiscal year 2027 exceeds $1,666,256,283, then the CVR entitles the holder to an additional payment whereby Revenue of the Companys Breast Health business for fiscal year 2027 in excess of $1,666,256,283 will be added to actual Revenue of the Companys Breast Health business for fiscal year 2026 (such amount, the Catch-Up Revenue) and the CVR payment with respect to fiscal year 2026 will be re-tested utilizing the Catch-Up Revenue and the difference between such calculation and the amount actually paid per CVR in respect of Fiscal Year 2026 will be paid to CVR holders, if the Catch-Up Revenue is above $1,556,844,377; Signed CA June 21, 2025; Background: The board and management regularly reviewed strategic alternatives and fielded inbound interest from potential buyers. Blackstone began outreach in late 2024 and pursued the company with TPG in 2025, while the company and Goldman Sachs also tested interest with several strategic parties and one additional sponsor that did not proceed. Blackstone and TPG submitted a series of non binding offers, starting at $70 to $72 per share in May 2025, then $74.50 in July, then up to $80 with contingent value rights in late August. After a temporary break when Blackstone and TPG cut the price on October 7, they returned with a revised best and final proposal on October 9 that included a cash component plus CVRs with milestone based payouts and a sliding scale structure. The company opened diligence and negotiated the merger agreement and CVR terms with counsel, secured Goldman Sachs fairness opinion, and the board unanimously approved the merger on October 20, 2025. The parties signed and announced the deal before market open on October 21, 2025, followed by a go shop process that contacted 12 potential bidders and produced no competing proposals before it expired on December 5, 2025 ;
|
>50% vote target; HSR expiry (filed Nov 19 2025, attained Dec 17 2025); CFIUS; EC; UK CMA; China SAMR (filed Jan 14 2026);
|
|
HTBK
|
CVBF
|
Heritage Commerce Corp
|
CVB Financial Corp
|
18-December-25
|
15-April-26
|
Merger
|
Friendly
|
Financial
|
0.00000
|
0.65000
|
12.77000
|
811.00000
|
0.07801
|
0.09100
|
-0.83751
|
|
0.04
|
0.10
|
0.00000
|
12.83100
|
12.74000
|
0.16814
|
0.05655
|
87
|
Piper
|
JPMorgan
|
Wachtell
|
Manatt
|
Definitive merger agreement; Heritage Commerce Corp (HTBK) is the publicly traded holding company for Heritage Bank of Commerce, member FDIC. Heritage offers a full range of commercial and small business loans, cash management services and personal deposit products throughout the Bay Area of California; The combination results in a top-performing California business bank with approximately $22 billion in assets, more than 75 offices and branches, and a deeply rooted presence in the States key economic centers; Upon closing, CVBF shareholders will own approximately 77% and HTBK shareholders will own approximately 23% of the combined company; This all-stock transaction is expected to be immediately accretive to Citizens earnings per share, with projected 2027 EPS accretion of 13.2%, a strong internal rate of return of approximately 20%, to be accretive to tangible book value per share, excluding the impact of interest rate marks, and to be 7.7% tangible book value per share dilutive, with an earn-back period of approximately 2.5 years, including interest rate marks; The proposed merger has been unanimously approved by the respective Boards of Directors of both companies and is expected to close in the second quarter of 2026, subject to customary regulatory approvals, Heritage and Citizens shareholder approvals, and other closing conditions; Valuation: 12.6x EPS (2027E), 1.51x TBV; Outside date January 15, 2027;
|
>50% vote target; >50% vote acquiror; Fed; FDIC; OCC;
|
|
IMXI
|
WU
|
International Money Express, Inc.
|
The Western Union Company
|
11-August-25
|
30-June-26
|
Merger
|
Friendly
|
Financial
|
16.00000
|
0.00000
|
15.49000
|
500.00000
|
0.72414
|
0.52000
|
-6.20000
|
|
0.04
|
0.08
|
0.00000
|
16.00000
|
15.48000
|
0.51000
|
0.07528
|
163
|
Financial Technology Partners / Lazard
|
PJT
|
Holland
|
Sidley
|
Definitive agreement; Founded in 1994, Intermex applies proprietary technology enabling consumers to send money from the United States, Canada, Spain, Italy, the United Kingdom and Germany to more than 60 countries; Strategic acquisition strengthens North America retail presence and operating model, expands Intermex beyond its historically high growth Latin America corridors, and is expected to accelerate digital new customer acquisition; Unique opportunity for Western Union to acquire a well-positioned remittance business, adding scale in historically high-growth Latin America geographies; Opportunity to serve Intermexs 6 million customers, giving them access to Western Unions robust digital platforms and capabilities; Expands and stabilizes Western Unions U.S. retail footprint, enhancing resilience and improving customer access across the Americas; Creates an opportunity to leverage Intermexs decades of operational and cultural expertise to drive targeted, sustainable retail growth; Expect $30 million in annual run-rate cost synergies within 24 months; Potential for additional revenue synergies through broader distribution and product offerings, enhancing speed, reliability, and customer value; The acquisition is expected to be immediately accretive to Western Unions adjusted EPS by more than $0.10 in the first full year post close and to generate approximately $30 million in annual run-rate cost synergies within the first 24 months, with potential further upside from revenue synergies by integrating Intermexs capabilities into Western Unions partner and customer network; The transaction has been unanimously approved by Western Unions Board of Directors. Intermexs Board of Directors acting on the unanimous recommendation of its independent Strategic Alternatives Committee has also unanimously approved the transaction and recommends that Intermex stockholders vote in favor of the merger; The transaction, expected to close in mid-2026, is subject to customary closing conditions and regulatory approvals, including clearance under the Hart-Scott-Rodino Act and approvals from financial regulators, as well as approval by Intermexs stockholders; Valuation: 7.1x EPS (2026E), 4.5x EBITDA (2026E), 3.6x Adj EBITDA after synergies (2026E), 0.76x sales (2026E); Outside date May 11, 2026 (automatically extended to August 10, 2026 if certain of the conditions to closing have not been satisfied or waived, automatically further extended to November 10, 2026 if, as of August 10, 2026, there is any Restraint with respect to any Money Transmitter Requirement Approval or the condition as to the Money Transmitter Requirement Approval has not been satisfied or waived); Background: Board Initiates Formal Process (Fall 2024): In November 2024, the Board authorized a formal strategic alternatives process (Project Ivey), forming a Strategic Alternatives Committee of independent directors. Outreach began to 107 potential buyers (strategics + financial sponsors), with 20 NDAs executed. Early Counterparty Activity (Late 2024 Early 2025): Western Union initially showed interest (Dec. 2024) but dropped out on December 24. Party A submitted a preliminary bid of $22.00/share (Jan. 2025) but lacked committed financing. Party A struggled to raise funds and withdrew on February 6, 2025. By mid-February 2025, no actionable bids remained. Process Suspended (February 2025): Given weak interest and shifting fundamentals, the Board suspended the process on February 25. Intermex publicly communicated a renewed focus on digital investment; the stock fell on the announcement. Renewed Interest (March April 2025): Party B (a previously absent strategic) surfaced in early March. Management updated financial projections to reflect deteriorating retail conditions. In April: Western Union re-entered with a $12$14/share all-cash indication. Party B offered $15.25/share (35% stock / 65% cash). Comparative Bid Evaluation (May June 2025): Intermex requested best and final offers: June 16: Western Union raised to $14.50/share cash. Party B remained at $15.25/share (with equity risk). On June 23, the Board authorized exclusive negotiations with Party B, contingent on a stock-price collar. As the exclusivity deadline approached, Party B could not finalize financing. Exclusivity expired July 26 - Intermex immediately engaged Western Union. Western Union Accelerates Due Diligence (Late July Early August 2025). Party B returned with reduced pricing ($13.00, then possibly $12.50) and persistent concerns around financing. Final Negotiation and Approval (August 2025): Western Union held ground at $16.00/share in cash. Lazard delivered a fairness opinion on August 10. The Board unanimously approved the merger on August 10. The parties executed the merger agreement and issued a joint press release on August 10, 2025;
|
>50% vote target; HSR expiry (attained Oct 8 2025); Money Transmitter Requirement Approvals;
|
|
JAMF
|
|
Jamf
|
Francisco Partners
|
29-October-25
|
31-January-26
|
Merger
|
Friendly
|
Tech
|
13.05000
|
0.00000
|
13.03000
|
2200.00000
|
0.17040
|
0.03000
|
-1.87000
|
0.35300
|
0.03
|
0.02
|
0.00000
|
13.05000
|
13.02000
|
0.02000
|
0.04404
|
13
|
Citi
|
RBC / GS / DB
|
Kirkland
|
Simpson
|
Definitive agreement; Jamf is the standard in managing and securing Apple at work; The transaction, which was unanimously approved by the Jamf Board of Directors, is expected to close in the first quarter of 2026, subject to customary closing conditions, including approval by Jamf stockholders and receipt of required regulatory approvals; Vista Equity Partners (Vista), Dean Hager and John Strosahl, who own approximately 34.0%, 1.1% and 0.2%, respectively, of Jamfs outstanding shares of common stock as of October 24, 2025, have agreed to vote their shares in favor of the transaction. As part of the transaction, Vista will conclude its investment upon close; Valuation: 13.8x EPS (2026E), 11.3x EBITDA (2026E), 2.86x sales (2026E); Inside date November 27, 2025; Outside date July 28, 2026; Certain investment funds affiliated with Francisco Partners have committed, pursuant to the equity commitment letter, dated October 28, 2025 (the Equity Commitment Letter), to capitalize Parent, at or immediately prior to the closing of the Merger, with an aggregate equity contribution in an amount of up to $1,141,158,556, on the terms and subject to the conditions set forth in the Equity Commitment Letter. Additionally, such funds have provided limited guarantees in favor of the Company to guarantee, subject to certain limitations set forth in the Equity Commitment Letter, the payment of such guarantors pro rata share of the obligation of Parent to pay the Parent Termination Fee, certain reimbursement obligations of Parent and Merger Sub and the reasonable out-of-pocket fees, costs and expenses incurred by the Company in connection with any suit contemplated by, and solely to the extent reimbursable under, the Merger Agreement and the Equity Commitment Letter; Certain lenders party to the Debt Commitment Letter (as defined below) (the Lenders) have committed to provide debt financing (the Debt Financing) in connection with the Merger consisting of a term loan facility in an aggregate principal amount equal to $1,150,000,000, a delayed draw term loan facility in an aggregate principal amount of $150,000,000, and a revolving credit facility in an aggregate principal amount equal to $150,000,000, in each case, on the terms and subject to the conditions set forth in a commitment letter, dated October 28, 2025 (the Debt Commitment Letter). The obligations of the Lenders to provide the Debt Financing under the Debt Commitment Letter are subject to a number of conditions, including the receipt of executed loan documentation, accuracy of certain representations and warranties, consummation of the transactions contemplated by the Merger Agreement and contribution of equity; Background: Over 20232025, Jamf received increasing inbound interest from multiple financial sponsors and strategic buyers. June 16, 2025: Party E and Party F jointly (the Joint Bidders) submitted a non-binding all-cash IOI to acquire 100% of Jamf for $13.00 per share, a 36% premium to the then-trading price ($9.55). June 25, 2025:The Board engaged Citi as financial advisor, instructed management to prepare long-range projections, and designated CEO Strosahl as primary contact with the Joint Bidders. July 2025: The Board judged the Joint Bidders initial $13.00 offer insufficient but allowed limited due diligence to support a potential price increase. The Board also authorized Citi to contact a broad set of other potential acquirors. Broad Market Check & Formal Sale Process (AugSept 2025): Citi contacted 30 potential buyers: 15 strategic companies and 15 financial sponsors (the Outreach Parties). 15 of them (5 strategic, 10 financial sponsors) executed confidentially agreements with standstills and were given access to a virtual data room that included the Bidder Projections Management meetings (AugSept 2025): Jamf held management presentations with 12 parties (5 strategic, 7 financial sponsors), including the Joint Bidders. Party H declined further meetings, saying an acquisition no longer fit its strategic priorities. Francisco Partners re-entered the process in August 2025, signed an NDA with standstill, and was given data-room access. On Sept 5, 2025, Jamf sent a process letter to financial sponsors requesting initial bids by Sept 17. Strategic buyers were given more time informally. On Sept 12, 2025, Reuters reported Jamf was exploring a sale. By the Sept 17, 2025 deadline, only: Francisco Partners: non-binding $13.00 per share (all cash). Party A (via a distressed portfolio company): $1012 per share (all cash). 13 other parties that had signed NDAs (including Party B, D, I, K) declined to bid, citing market and competitive concerns. Sept 19, 2025 Board Meeting: The Board decided to advance Francisco Partners and push Party A to improve pricing, specify a firm price, and show credible financing (preferably with an equity backstop and without relying solely on its portfolio company). Sept 23, 2025: Party A (via its portfolio co) raised its bid to $13.50 per share. The Joint Bidders (E+F) reaffirmed $13.00 per share. Sept 25, 2025 Board Meeting: The Board determined that Party As revised bid still had key issues: conditions on Jamfs cash/debt levels, no transaction expense assumptions, unclear treatment of employee equity, and continued financing risk. The Board decided not to invite Party A to the next stage, but left the door open if Party A would bid on a standalone basis with a full equity backstopParty A declined. The Board moved forward with Francisco Partners and the Joint Bidders and explored additional strategic outreach (Party L, Party M). Late Septmid Oct 2025: Jamf held intensive due diligence meetings with Francisco Partners and the Joint Bidders. Party L dropped interest. Party M showed interest but progressed slowly. Competing Final Proposals (late Oct 2025): Party F Breaks from Joint Bid: On Oct 22, Party F informed Citi it would bid alone and planned a fully financed proposal, but demanded exclusivity if Jamf wanted to move
|
>50% vote target; HSR expiry (filed Nov 25 2025); German FCO (attained Dec 23 2025);
|
|
JHG
|
|
Janus Henderson Group plc
|
Trian Fund Management / General Catalyst
|
22-December-25
|
30-June-26
|
Merger
|
Friendly
|
Financial
|
49.00000
|
0.00000
|
47.80000
|
7656.79980
|
0.17704
|
2.01000
|
-5.48033
|
0.20600
|
0.04
|
0.27
|
0.00000
|
49.80000
|
47.79000
|
2.00000
|
0.09615
|
163
|
GS / Centerview
|
Jefferies
|
Wachtell / Skadden
|
Debevoise / Kirkland
|
Definitive agreement; Janus Henderson Group is a leading global active asset manager dedicated to helping clients define and achieve superior financial outcomes through differentiated insights, disciplined investments, and world-class service. As of September 30, 2025, Janus Henderson had approximately US$484 billion in assets under management, more than 2,000 employees, and offices in 25 cities worldwide; The investor group includes strategic investors Qatar Investment Authority and Sun Hung Kai & Co. Limited, among others, all of whom are excited to partner with the Company, its employees, and clients; Trian, an investment firm with significant experience investing and operating in the asset management sector, currently owns 20.6% of the Companys outstanding shares and has been a shareholder since 2020 with Board representation since 2022; The transaction was unanimously approved and recommended by the Special Committee after evaluating the transaction with Trian and General Catalyst and completing an extensive review process. Acting upon the recommendation of the Special Committee, the Board subsequently approved the transaction by unanimous vote; The transaction is expected to close in mid-2026 and is subject to customary closing conditions, including receipt of applicable regulatory approvals, client consents, and approval by Janus Hendersons shareholders; The transaction will be funded in part by investment vehicles managed by Trian and General Catalyst (the Investor Group), supported by financing commitments from global investors including, as mentioned above, Qatar Investment Authority and Sun Hung Kai & Co. Limited, as well as MassMutual, and others, along with the roll-over of shares of Janus Henderson currently held by Trian and related parties; Fully committed debt financing is being provided by JPMorgan Chase Bank, N.A, Citi, Bank of America, N.A., Jefferies LLC and MUFG Bank, Ltd; Valuation: 10.5x EPS (2027E), 7.9x EBITDA (2027E), 2.4x sales (2027E); The Merger Agreement provides that, among other things, upon the terms and subject to the conditions set forth in the Merger Agreement, at the effective time (the Effective Time), Merger Sub will merge with and into the Company (the Merger) in accordance with the Companies (Jersey) Law 1991 (the Companies Law), with the Company continuing as the surviving corporation and a wholly owned subsidiary of Parent; Outside date June 22, 2026;
|
>66 2/3% vote target; HSR expiry; FINRA; Receipt of consent of advisory clients and funds representing Closing Revenue Run-Rate (as defined in the Merger Agreement) of at least 80% of Base Date Revenue Run-Rate;
|
|
KVUE
|
KMB
|
Kenvue Inc.
|
Kimberly-Clark Corporation
|
03-November-25
|
31-October-26
|
Merger
|
Friendly
|
Healthcare
|
3.50000
|
0.14625
|
17.09000
|
48700.00000
|
0.46191
|
0.87629
|
-4.79721
|
|
0.02
|
0.15
|
0.00000
|
17.95629
|
17.08000
|
1.18569
|
0.08943
|
286
|
Centerview / GS
|
PJT / JPMorgan
|
Cravath
|
Kirkland / Gibson / Arnold
|
Agreement; Kenvue Inc. is the worlds largest pure-play consumer health company by revenue. Built on more than a century of heritage, our iconic brands, including Aveeno, BAND-AID Brand, Johnsons, Listerine, Neutrogena and Tylenol, are science-backed and recommended by healthcare professionals around the world; Kimberly-Clark (NASDAQ: KMB) and its trusted brands are an indispensable part of life for people in more than 175 countries and territories. Our portfolio of brands, including Huggies, Kleenex, Scott, Kotex, Cottonelle, Poise, Depend, Andrex, Pull-Ups, Goodnites, Intimus, Plenitud, Sweety, Softex, Viva and WypAll, hold No. 1 or No. 2 share positions in approximately 70 countries; This transaction brings together two iconic American companies to create a combined portfolio of complementary products, including 10 billion-dollar brands, that touch nearly half the global population through every stage of life; Kimberly-Clark and Kenvue have identified approximately $1.9 billion in cost synergies and approximately $500 million in incremental profit from revenue synergies, partially offset by reinvestment of approximately $300 million; Upon closing of the transaction, current Kimberly-Clark shareholders are expected to own approximately 54% and current Kenvue shareholders are expected to own approximately 46% of the combined company on a fully diluted basis; As part of the transaction, Kimberly-Clark has received committed financing from JPMorgan Chase Bank, N.A. and intends to fund the cash component of the transaction consideration through a combination of cash from its balance sheet, proceeds from new debt issuance, and proceeds from the previously announced sale of a 51% interest in its International Family Care and Professional ("IFP") business; The transaction is expected to close in the second half of 2026, subject to the receipt of Kenvue and Kimberly-Clark shareholder approvals, regulatory approvals and satisfaction of other customary closing conditions; Transaction follows rigorous Board review of all strategic alternatives; Valuation: 18.9x EPS (2026E), 13.5x EBITDA (2026E), 3.12x sales (2026E); Outside date November 2, 2026 (subject to an automatic extension until May 3, 2027); Signed CA August 16, 2025; Background: In March 2024, Kenvue hired Centerview to assist with strategic and financial evaluation. In Q2 2025, Kenvue began evaluating strategic options including divestitures, business combinations and a potential whole-company sale. In April 2025, Kenvue hired Goldman Sachs to advise on possible divestitures. By mid-2025, Kenvue began exploring whether remaining independent, selling assets or selling the whole company would maximize value. Party A and Party B were contacted about a whole-company bid but neither pursued a transaction. July 14, 2025: K-C communicated preliminary interest after Kenvue announced a CEO transition and strategic review. July 1728, 2025: Early discussions focused on synergies and strategic fit. July 28August 4, 2025: Kenvues advisors updated the board on inbound interest in asset sales and K-Cs interest in a whole-company transaction. August 28, 2025: K-C Submits the First Written Proposal: Offer included 0.1475 K-C shares plus 6 dollars per Kenvue share. Implied value was about 25 dollars per share, a premium of about 22 percent. September 5, 2025: Reports surfaced that a US government study might link prenatal acetaminophen exposure to autism. K-C paused its revised proposal and began deep regulatory and litigation due diligence. External counsel and scientific advisors were hired for acetaminophen and talc risk assessment. From late September to mid-October, both sides conducted extensive financial, legal, scientific and operational diligence. October 14, 2025: K-C Submits a Second Proposal: Offer: 0.1400 K-C shares plus 4 dollars in cash. Implied value: about 20.70 dollars per share. Premium: about 28 percent. Kenvue signaled the terms were insufficient and sought improved economics reflecting 48 percent ownership. October 16, 2025: Kenvue Counterproposal: Kenvue proposed an exchange ratio implying about 23 dollars per share. October 24, 2025: K-C Third Proposal: Offer: 0.1450 K-C shares plus 4 dollars cash. Implied value: roughly 21.22 dollars per share. Premium: about 41 percent. October 28, 2025: Texas filed suit against Kenvue and J&J alleging deceptive practices regarding acetaminophen. October 31, 2025: K-C Fourth Proposal: Offer: 0.1450 K-C shares plus 3 dollars cash. Kenvue board reviewed this proposal and prepared a counter. Kenvues Final Counterproposal (October 31): Counter: 0.14625 K-C shares plus 3.50 dollars cash. Implied value: about 21.01 dollars per share. Final Negotiations and Approvals (November 12, 2025): Legal teams finalized merger agreement terms including termination fees and material adverse effect provisions. K-C board reviewed fairness opinions from J.P. Morgan and PJT. Kenvue board reviewed fairness opinions from Centerview and Goldman Sachs. Both boards unanimously approved the merger agreement on November 2, 2025. Before markets opened on November 3, 2025, K-C and Kenvue jointly announced the merger agreement;
|
>50% vote target; >50% vote acquiror; HSR expiry; Competition Canada; EC; UK CMA; China SAMR;
|
|
LBRDA
|
CHTR
|
Liberty Broadband Corporation
|
Charter Communications, Inc.
|
13-November-24
|
31-December-26
|
Merger
|
Friendly
|
Media
|
0.00000
|
0.23600
|
43.31000
|
15021.61621
|
0.30720
|
0.76196
|
-9.56008
|
0.52000
|
0.03
|
0.07
|
0.00000
|
43.92196
|
43.16000
|
1.92177
|
0.04689
|
347
|
JPMorgan
|
Centerview / Citi
|
OMelveny
|
Wachtell
|
Definitive agreement; Liberty Broadband Corporation (Nasdaq: LBRDA, LBRDK, LBRDP) operates and owns interests in a broad range of communications businesses. Liberty Broadbands principal assets consist of its interest in Charter Communications and its subsidiary GCI; Under the terms of the agreement, each holder of Liberty Broadband Series A common stock, Series B common stock, and Series C common stock (collectively, Liberty Broadband common stock) will receive 0.236 of a share of Charter common stock per share of Liberty Broadband common stock held, with cash to be issued in lieu of fractional shares; The companies currently expect the transaction to close on June 30, 2027 unless otherwise agreed, subject to the completion of the GCI spin-off and other customary closing conditions; Liberty Broadbands principal assets currently consist of approximately 45.6 million common shares of Charter and its subsidiary GCI, LLC (GCI), Alaskas largest communications provider. Liberty Broadband has agreed to spin off its GCI business by way of a distribution to the stockholders of Liberty Broadband prior to the closing of the acquisition of Liberty Broadband by Charter. The GCI distribution is expected to be taxable to Liberty Broadband and its stockholders, with Charter bearing the corporate level tax liability upon completion of the combination; As a result of the transaction, Charter expects to retire the approximately 45.6 million Charter shares currently owned by Liberty Broadband and to issue approximately 34.0 million shares to holders of Liberty Broadband common stock at the closing, resulting in a net decrease of approximately 11.5 million Charter shares outstanding; The companies currently expect the transaction to close on June 30, 2027 unless otherwise agreed, subject to the completion of the GCI spin-off and other customary closing conditions; The transaction was unanimously recommended to the Charter Board of Directors for approval by a special committee composed of independent, disinterested directors and advised by independent financial and legal advisors. The Boards of Directors of both Charter and Liberty Broadband have approved the transaction, which is subject to customary closing conditions, including (among others): Approval of the merger agreement and related transactions by holders of: A majority of the aggregate voting power of Charters outstanding stock eligible to vote, excluding shares owned by Liberty Broadband and certain other persons, A majority of the aggregate voting power of Liberty Broadbands outstanding stock eligible to vote, A majority of the aggregate voting power of Liberty Broadbands outstanding stock eligible to vote, excluding shares owned by John C. Malone and certain other persons and entities; Valuation: 9.9x EPS (2025E), 30.9x EBITDA (2025E), 14.9x sales (2025E); John Malone and certain related holders have agreed to vote, subject to certain exceptions, shares beneficially owned by them, representing approximately 48% of the aggregate voting power of Liberty Broadband, in favor of the transaction. Greg Maffei, President and Chief Executive Officer of Liberty Broadband, and certain related holders have also agreed to vote, subject to certain exceptions, shares beneficially owned by them, representing approximately 4% of the aggregate voting power of Liberty Broadband, in favor of the transaction; In addition, in connection with the entry into the transaction, Charter, Liberty Broadband and Advance/Newhouse Partnership have agreed to amend certain existing governance arrangements of Charter to, among other things, modify the way in which Charter repurchases its shares of common stock from Liberty Broadband during the pendency of the transaction. Charter intends to make repurchases of Charter shares from Liberty Broadband in amounts of approximately $100 million per month, subject to certain adjustments, and as needed incremental repurchases or loans to Liberty Broadband, to allow for the timely repayment of Liberty Broadband debt in anticipation of the combination of the companies at closing; Outside date August 31, 2027; Inside date: June 30, 2027; Jan 10 2025 filed S-4/a, closing June 30, 2027;
|
>50% vote target; >50% vote acquiror; Majority of minority vote target (excluding shares owned by John C. Malone and certain other persons and entities); Majority of minority vote acquiror (excluding shares owned by Liberty Broadband); Applicable regulatory approvals; HSR expiry; GCI Divestiture;
|
|
LNKB
|
BHRB
|
LINKBANCORP, Inc.
|
Burke & Herbert Financial Services Corp.
|
19-December-25
|
15-April-26
|
Merger
|
Friendly
|
Financial
|
0.00000
|
0.13500
|
8.70000
|
354.20001
|
0.10583
|
0.05505
|
-0.77419
|
|
0.04
|
0.07
|
0.00000
|
8.66505
|
8.61000
|
0.10741
|
0.05339
|
87
|
Stephens
|
Keefe
|
Luse
|
Troutman
|
Definitive merger agreement; Expands Burke & Herbert into Pennsylvania and significantly enhances the Companys existing footprint resulting in more than 100 locations across Delaware, Kentucky, Maryland, Pennsylvania, Virginia, and West Virginia; Creates a bank holding company with pro forma total assets of approximately $11.0 billion and pro forma total deposits of approximately $9.1 billion; The transaction is expected to result in a combined earnings per share of approximately $9.18 in the first full year of combined operations (assuming fully realized cost savings); Existing Burke & Herbert shareholders are expected to own approximately 75% of the outstanding shares of the combined company and LINK shareholders are expected to own approximately 25%; The transaction is expected to close in the second quarter of 2026, subject to satisfaction of customary closing conditions, including regulatory approvals and approvals of Burke & Herberts and LINKs common shareholders. LINK directors have entered into agreements with Burke & Herbert pursuant to which they have committed to vote their shares of LINK common stock in favor of the merger. Burke & Herbert directors have entered into agreements with LINK pursuant to which they have committed to vote their shares of Burke & Herbert common stock in favor of the merger; Valuation: 1.52x TBV, 9.7x EPS (2026E); Outside date September 18, 2026;
|
>50% vote target; >50% vote acquiror; Fed; FDIC; OCC; Virginia Bureau of Financial Institutions; Pennsylvania Department of Banking and Securities;
|
|
LNSR
|
ALC
|
LENSAR, Inc.
|
Alcon
|
24-March-25
|
31-March-26
|
Merger
|
Friendly
|
Healthcare
|
14.00000
|
0.00000
|
12.00000
|
356.00000
|
-0.05533
|
2.73000
|
|
|
0.02
|
0.00
|
0.55000
|
14.55000
|
11.82000
|
2.72000
|
1.85747
|
72
|
Wells
|
Lazard
|
Latham
|
Norton
|
Definitive merger agreement; LENSAR, Inc. is a global medical technology company focused on advanced laser solutions for the treatment of cataracts; Alcon (SIX/NYSE: ALC), the global leader in eye care dedicated to helping people see brilliantly; Acquisition of ALLY Robotic Cataract Laser Systems strengthens Alcons cataract equipment and technology portfolio; Next generation technology will be expanded globally, improving the efficiency of cataract surgery; The acquisition includes ALLY Robotic Cataract Laser Treatment SystemTM, LENSARs proprietary Streamline software technology and LENSAR legacy laser system, building Alcons femtosecond laser-assisted cataract surgery (FLACS) offering; Under the terms of the agreement, Alcon will purchase all outstanding shares of LENSAR for $14.00 per share in cash (an aggregate implied value of approximately $356 million*), with an additional non-tradeable contingent value right offering up to $2.75 per share in cash, conditioned on achievement of 614,000 cumulative procedures with LENSARs products between January 1, 2026, and December 31, 2027. The total potential consideration of $16.75 per share represents a premium of 24% to LENSARs 30-day VWAP and a premium of 47% to LENSARs 90-day VWAP, assuming the milestone is met. The transaction represents a total consideration of up to approximately $430 million; The transaction is anticipated to close in mid-to-late 2025, subject to customary closing conditions, including regulatory approval and approval by LENSARs stockholders; Outside date April 23, 2026, subject to an extension under certain circumstances solely at the election of Parent to July 23, 2026; The Company may also terminate the Merger Agreement if Parent declines to defend against any litigation or administrative proceeding brought by any governmental entity that would have the effect of enjoining consummation of the Merger Agreements under any competition law (provided, that the Company may not terminate pursuant to this right until a date that is on or after January 23, 2026; Pursuant to the terms of the Merger Agreement, within five business days following the execution of the Merger Agreement, Parent will deposit $10,000,000 into a segregated account (the Deposit). In connection with a termination of the Merger Agreement under other specified circumstances, including if Parent breaches is obligations such that the Company is entitled to terminate the Merger Agreement, the Defense Termination Right, or the Merger has not been successfully completed by the Termination Date, a governmental authority of competent jurisdiction has issued a final non-appealable governmental order prohibiting the Merger, and, at the time of such termination, the only remaining conditions to closing relate to certain regulatory approvals, the Company will be permitted to keep the Deposit. If the Merger Agreement is terminated for any other purpose, the Company shall refund the Deposit to Parent; The Board has unanimously (i) determined that the Merger Agreement and the transactions contemplated thereby are advisable, fair to and in the best interests of the stockholders of the Company, (ii) approved the Merger Agreement and the transactions contemplated thereby, (iii) resolved, subject to the terms and conditions set forth in the Merger Agreement, to recommend approval and adoption of the Merger Agreement and the Merger and the other transactions contemplated thereby by the stockholders of the Company, and (iv) directed the adoption of the Merger Agreement and the approval of the Merger and the other transactions contemplated thereby be submitted to the Companys stockholders for consideration in accordance with the Merger Agreement; Valuation: 4.04x sales (2026E); May 23 2025 received second request from the FTC, closing expected H2 2025;
|
>50% vote target; HSR expiry (filed Apr 21 2025, received second request from the FTC on May 21 2025); Turkey; Taiwan;
|
|
MBCN
|
FMNB
|
Middlefield Banc Corp.
|
Farmers National Banc Corp.
|
22-October-25
|
31-March-26
|
Merger
|
Friendly
|
Financial
|
0.00000
|
2.60000
|
35.19000
|
299.00000
|
0.26592
|
0.66400
|
-6.58395
|
|
0.04
|
0.09
|
0.00000
|
34.50400
|
33.84000
|
0.83810
|
0.13204
|
72
|
RJ
|
Janney
|
Nelson
|
Vorys
|
Definitive merger agreement; Middlefield Banc Corp., headquartered in Middlefield, Ohio, is the bank holding company of The Middlefield Banking Company, with total assets of $1.98 billion at September 30, 2025. The Bank operates 21 full-service banking centers and an LPL Financial brokerage office serving Ada, Beachwood, Bellefontaine, Chardon, Cortland, Dublin, Garrettsville, Kenton, Mantua, Marysville, Middlefield, Newbury, Orwell, Plain City, Powell, Solon, Sunbury, Twinsburg, and Westerville; The merger will create the regions premier community banking franchise with over $7 billion total assets; Unlocks meaningful growth opportunities and improves competitive positioning as a top Midwest community bank franchise; 83 branches serving Northeast and Central Ohio and Western Pennsylvania; Enhances profitability profile through increased operating leverage; Accretive to pro forma TCE/TA; Transaction expected to close by the end of the first quarter of 2026 after shareholder and regulatory approvals; The transaction is subject to receipt of Middlefield and Farmers shareholder approvals and customary regulatory approvals; Valuation: 1.04x BV, 14.2x EPS (2026E); Outside date December 31, 2026; Middlefield also has the right to terminate the Merger Agreement if both of the following conditions are satisfied: (i) the average closing price (Average Closing Price) of the Companys common stock for the 20 consecutive trading days ending on the tenth calendar day immediately prior to the Effective Time of the Merger (Determination Date) is less than 80% of the starting price, as defined, and (ii) the ratio of the starting price of the Companys common stock to the Average Closing Price is less than 80% of the ratio of the Nasdaq Bank Index on October 21, 2025 compared to the Nasdaq Bank Index on the Determination Date, unless the Company elects to make an adjustment to the Exchange Ratio. If the Merger Agreement is terminated under certain other conditions, Middlefield has agreed to pay to the Company a termination fee of $12,000,000.00;
|
>50% vote target; >50% vote acquiror; Fed; FDIC; OCC;
|
|
MOFG
|
NIC
|
MidWestOne Financial Group, Inc.
|
Nicolet Bankshares, Inc.
|
24-October-25
|
21-February-26
|
Merger
|
Friendly
|
Financial
|
0.00000
|
0.31750
|
41.79000
|
864.00000
|
0.41079
|
-0.17933
|
-12.10610
|
|
0.04
|
0.00
|
0.00000
|
40.96067
|
41.14000
|
-0.07832
|
-0.02025
|
34
|
Piper
|
Keefe
|
Alston
|
Nelson
|
Definitive merger agreement; MidWestOne Financial Group, Inc. is a financial holding company headquartered in Iowa City, Iowa. MidWestOne is the parent company of MidWestOne Bank, which operates banking offices in Iowa, Minnesota, Wisconsin, and Colorad; Combination creates premier community banking franchise in the Upper Midwest; MidWestOne shareholders will be entitled to receive 0.3175 of a share of Nicolet common stock for each share of MidWestOne common stock they own upon the effective time of the merger, for aggregate merger consideration valued at approximately $864 million, or $41.37 per share, based on Nicolets closing stock price of $130.31 as of October 22, 2025. The transaction values MidWestOne at a price to tangible book value per share of 166% and a price to mean analyst estimated 2026 earnings per share of 11.5 times: Upon completion of the merger, the shares issued to MidWestOne shareholders are expected to comprise 30% of the outstanding shares of the combined company; The merger is subject to a number of customary conditions, including the approvals of the appropriate regulatory authorities and approvals by the shareholders of both Nicolet and MidWestOne; It is expected that the transaction should be completed during the first half of 2026; Valuation: 1.66x TBV, 11.5x EPS (2026E); Signed CA August 25, 2025; Outside date Oct 24 2026;
|
>50% vote target; >50% vote acquiror; Fed; FDIC; OCC;
|
|
NGD
|
CDE
|
New Gold Inc.
|
Coeur Mining, Inc.
|
03-November-25
|
31-March-26
|
Plan
|
Friendly
|
Mining
|
0.00000
|
0.49590
|
11.43000
|
7270.70020
|
0.16003
|
-0.19258
|
-1.73728
|
|
0.04
|
0.00
|
0.00000
|
11.19742
|
11.39000
|
-0.13842
|
-0.06010
|
72
|
NBF / CIBC
|
BMO / RBC
|
Davies / Paul / Blakes
|
Goodmans
|
Definitive agreement; New Gold is a Canadian-focused intermediate mining Company with a portfolio of two core producing assets in Canada, the New Afton copper-gold mine and Rainy River gold mine.; Coeur is a U.S.-based, well-diversified, growing precious metals producer with five wholly-owned operations: the Las Chispas silver-gold mine in Sonora, Mexico, the Palmarejo gold-silver complex in Chihuahua, Mexico, the Rochester silver-gold mine in Nevada, the Kensington gold mine in Alaska and the Wharf gold mine in South Dakota. In addition, the Company wholly-owns the Silvertip polymetallic critical minerals exploration project in British Columbia; The addition of New Golds two Canadian mines results in a combined company with seven North American operations generating $3 billion of expected EBITDA and $2 billion of expected free cash flow in 2026 from production of approximately 20 million ounces of silver, 900,000 ounces of gold and 100 million pounds of copper; Upon completion of the Transaction, existing Coeur stockholders and New Gold shareholders will own approximately 62% and 38% of the outstanding common stock of the combined company, respectively; The transaction is accretive on all of Coeurs key per share metrics, including net asset value, operating cash flow, and free cash flow, positioning the combined company for a potential share price re-rating; The combined company will be among the top 10 largest precious metals companies and top 5 largest silver producers globally, with silver representing 30% of total metals reserves. This enhanced scale is expected to provide investors with significantly enhanced daily trading liquidity of over $380 million with the potential for inclusion in key major U.S. indexes; The proposed Transaction will be effected pursuant to a plan of arrangement under the Business Corporations Act (British Columbia), which is required to be approved by a British Columbia court. The Transaction will require approval by 6623 percent of the votes cast by the shareholders of New Gold at a special meeting of New Gold shareholders expected to be held in the first quarter of 2026. The Transaction will also require approval of a simple majority of votes cast by the shareholders of New Gold, excluding those votes attached to New Gold common shares held by persons required to be excluded pursuant to Multilateral Instrument 61-101 Protection of Minority Security Holder in Special Transaction. Registered shareholders of New Gold at the record date for New Golds shareholders meeting will have customary dissent rights. The issuance of shares by Coeur pursuant to the Transaction and an amendment to the Coeur certificate of incorporation to increase the number of authorized shares of Coeur stock is subject to approval by the Coeur stockholders at a special meeting also expected to be held in the first quarter of 2026; The directors and senior officers of New Gold and Coeur have entered into customary voting support agreements, pursuant to which they have committed to vote their common shares held in favor of the Transaction; Subject to the satisfaction of such conditions, the Transaction is expected to close in H1 2026; After consultation with its outside financial and legal advisors, the Board of Directors of Coeur has unanimously approved the Transaction. The Board of Directors of Coeur recommends that Coeur stockholders vote in favor of the Transaction; Valuation: 7.0x EPS (2026E), 4.2x EBITDA (2026E), 3.11x sales (2026E); Background: From late 2023 through mid-2024, Coeur evaluated combinations with SilverCrest, New Gold and others. A mutual NDA with New Gold was signed in March 2024, followed by information sharing and due diligence. However, the parties could not align on valuation, and Coeur ultimately moved forward with SilverCrest alone, signing and later closing a transaction in October 2024 / February 2025. After successfully integrating SilverCrests Las Chispas mine and improving leverage and financial metrics, Coeur resumed its review of opportunitiesincluding New Gold. In MarchAugust 2025, Coeur re-engaged New Gold: they amended and extended their NDA, conducted detailed due diligence (presentations, virtual data rooms, and site visits to New Afton and Rainy River), and the Coeur board repeatedly reaffirmed support for exploring a transaction with New Gold. On September 8, 2025, Coeur submitted a non-binding, all-stock proposal with a fixed exchange ratio of 0.4939 Coeur shares per New Gold share, implying $7.25 per share and a 15% premium to New Golds recent price, and requested six weeks of exclusivity. New Gold rejected exclusivity at those terms, arguing the ratio undervalued its contribution, and counter-framed a higher premium (about 27% to 20-day VWAPs). After further discussions among executives and advisors, Coeur submitted a revised proposal on September 17, 2025 to set the exchange ratio at signing such that New Gold shareholders would receive a 17.5% premium to 20-day VWAPs, with requested exclusivity. On September 1925, 2025, the parties agreed key terms, including mutual exclusivity through November 3, 2025, and extended standstill and non-solicit provisions. Both sides expanded due diligence and continued site visits through late September and October, while counsel exchanged drafts of a detailed Arrangement Agreement that included reciprocal non-solicitation, superior proposal fiduciary outs, and termination fees. At the end of October 2025, New Golds strong Q3 free cash flow and share price run-up created tension with the original 17.5% VWAP-based premium, which would have implied a price below the then-current trading level. New Gold proposed resetting to a 17.5% spot premium; Coeur responded that the board would not support that level but could support a 16% spot premium, which it viewed as still accretive on NAV, operating cash flow and free cash flow per share. New Gold indicated a 16% spot premium was acceptable, subject to board approv
|
>66 2/3 vote target; >50% vote acquiror; HSR expiry; Competition Canada (filed Nov 24 2025, attained Dec 5 2025);
|
|
NSC
|
UNP
|
Norfolk Southern Corporation
|
Union Pacific Corporation
|
29-July-25
|
31-March-27
|
Merger
|
Friendly
|
Industrial
|
88.82000
|
1.00000
|
282.98999
|
85000.00000
|
0.22926
|
30.75000
|
-27.69164
|
|
0.03
|
0.53
|
0.00000
|
313.35999
|
282.60999
|
38.24762
|
0.11184
|
437
|
BofA
|
MS / Wells
|
Wachtell / Sidley
|
Skadden / Covington
|
Definitive merger agreement; Since 1827, Norfolk Southern Corporation (NYSE: NSC) and its predecessor companies have safely moved the goods and materials that drive the U.S. economy. Today, it operates a 22-state freight transportation network; Transaction to transform the U.S. supply chain and economy, strengthen domestic manufacturing, and preserve union jobs; Two legendary railroads enter agreement to combine in stock and cash merger, creating a combined enterprise of over $250 billion; Transaction values Norfolk Southern at an enterprise value of $85 billion and is expected to unlock approximately $2.75 billion in annualized synergies and deliver substantial long-term value for Union Pacific and Norfolk Southern shareholders; These legendary companies will seamlessly connect over 50,000 route miles across 43 states from the East Coast to the West Coast, linking approximately 100 ports and nearly every corner of North America. This combination will transform the U.S. supply chain, unleash the industrial strength of American manufacturing, and create new sources of economic growth and workforce opportunity that preserves union jobs; Under the terms of the agreement, Union Pacific will acquire Norfolk Southern in a stock and cash transaction, implying a value for Norfolk Southern of $320 per share based on Union Pacifics unaffected closing stock price on July 16, 20251, and representing a 25% premium to Norfolk Southerns 30-trading day volume weighted average price on July 16, 2025. The value per share implies an enterprise value of $85 billion for Norfolk Southern, resulting in the creation of a combined enterprise of over $250 billion; Creating the Union Pacific Transcontinental Railroad is overwhelmingly in the public interest and will enhance competition, consistent with the test that will be applied in the review of the transaction by the Surface Transportation Board (STB). The companies expect to file their application with the STB within six months, in which the companies will describe how the combined rail network will provide safer, faster, and more reliable service and increased competition to a broad range of stakeholders. The Board of Directors of both Union Pacific and Norfolk Southern unanimously approved the transaction, which is subject to STB review and approval within its statutory timeline, customary closing conditions, and shareholder approval. The companies are targeting closing the transaction by early 2027; Union Pacific will issue a total of approximately 225 million shares to Norfolk Southern shareholders, representing 27% ownership in the combined company on a fully diluted basis, and providing the ability of Norfolk Southern shareholders to participate in the upside of the combined companys growth opportunities and synergies. The agreement is structured without a voting trust and includes a $2.5 billion reverse termination fee; The cash portion of the transaction will be funded through a combination of new debt and balance sheet cash; Valuation: 22.4x EPS (2026E), 13.7x EBITDA (2026E), 6.6x sales (2026E); Outside date January 28, 2028; Background: Dec 1213, 2024: UP CEO V. James Vena and UP directors discussed growth via merger. Dec 18, 2024Mar 2025: NS CEO Mark R. George and Vena held high-level talks at industry events about a potential transcontinental combination. JanApr 2025: Each board discussed consolidation; Apr 15 UP board green-lit preliminary exploration. Apr 22 NS board supported an initial management meeting. May 19: Mutual confidentiality agreement, June 20: Clean team agreement. May 15: First management meeting, UP named NS as its optimal counterparty, agreement to exchange non-public info. Late MayJune: Regular diligence, synergy modeling, and regulatory workstreams. June 20 (UP June Proposal): All-stock offer of 1.261 UP shares per NS share ( $280 per NS share at 6/18 close, 11% premium). NS said inadequate, asked for higher value and openness to cash/stock mix. July 20 (UP Revised): Stock-and-cash: 0.9387 UP shares + $93 cash per NS share ( $310 at 7/16 close, 21% premium to NS 30-day VWAP). Included $1.9B reverse termination fee (RTF) subject to regulatory limits. July 21 (NS Counter): 1.000 UP share + $100 cash per NS share ( $331 at 7/16, 29% premium). Sought board representation and a higher $3.5B RTF. Targeted announcement July 29. July 22 (UP Final Proposal): 1.000 UP share + cash valuing NS at $320 per share at 7/16 ( 25% premium), with $2.5B RTF, three NS directors on the combined board (incl. Anderson & George), and request for a July 24 joint confirmation due to market rumors. (UP also received an inbound from Party A the same day.) July 23: NS board indicated amenability to proceed on UPs Final Proposal, parties agreed to short-term exclusivity. July 24: Mutual exclusivity through July 29, joint press release confirming advanced discussions. July 2228: Skadden and Wachtell negotiated definitive merger agreement, parallel governance, regulatory, and synergy discussions continued. NS Board: Received BofA fairness opinion that the first-merger consideration is fair, unanimously approved and recommended the merger agreement. UP Board: Received fairness opinions from Morgan Stanley and Wells Fargo that consideration to be paid by UP is fair, unanimously approved merger agreement and share issuance for UP shareholders. July 28, 2025: Merger agreement executed. July 29, 2025: Joint press release announcing the signed agreement;
|
>50% vote target; >50% vote acquiror; HSR expiry; Surface Transportation Board (STB, filed Dec 18 2025);
|
|
NWE
|
BKH
|
NorthWestern Energy Group
|
Black Hills Corp.
|
19-August-25
|
15-November-26
|
Merger
|
Friendly
|
Utilities
|
0.00000
|
0.98000
|
67.68000
|
6844.94824
|
0.07670
|
3.22078
|
-1.80983
|
|
0.01
|
0.64
|
0.00000
|
70.62078
|
67.40000
|
4.84041
|
0.08774
|
301
|
Greenhill
|
GS
|
Morgan
|
Faegre
|
Definitive agreement; NorthWestern Energy Group, Inc., doing business as NorthWestern Energy, provides essential energy infrastructure and valuable services that enrich lives and empower communities while serving as long-term partners to our customers and communities. We work to deliver safe, reliable, and innovative energy solutions that create value for customers, communities, employees, and investors. We do this by providing low-cost and reliable service performed by highly-adaptable and skilled employees. We provide electricity and / or natural gas to approximately 800,000 customers in Montana, South Dakota, Nebraska, and Yellowstone National Park; Increased scale and business line diversity to result in a stronger, more resilient platform to safely, reliably, and cost-effectively meet customers rising energy needs; Merger expected to be accretive to each companys EPS in the first year following the close of transaction; Combined company supports an increased long-term EPS target growth rate of 5% to 7%; Contiguous service territory with attractive growth profile expected to provide additional investment opportunities beyond each companys current capital investment plan; Strong and predictable earnings and cash flows with more efficient access to capital to be credit-enhancing and support a high-quality credit profile, an enhanced ability to invest in critical infrastructure, and a strong and growing dividend; Veteran leadership team and complementary cultures with shared commitments to safety, reliability, and exceptional customer service provided by a highly skilled workforce; Upon completion of the merger, Black Hills shareholders will own approximately 56% and NorthWestern shareholders will own approximately 44% of the combined company on a fully diluted basis; The combined company will serve approximately 2.1 million customers across eight contiguous states -- Arkansas, Colorado, Iowa, Kansas, Montana, Nebraska, South Dakota, and Wyoming; The transaction is expected to close in 12 to 15 months, subject to customary closing conditions, clearance under the Hart-Scott Rodino Act, approval from each companys shareholders, and regulatory approvals, including approval from commissions in the three states in which both companies operate (Montana, Nebraska, South Dakota) and in Arkansas if required, as well as the Federal Energy Regulatory Commission; Valuation: 15.5x EPS (2026E), 10.4x EBITDA (2026E), 4.13x sales (2026E); Outside date August 18, 2026 (or such alternative date as may be agreed by the parties), which date may be extended by three months up to two times, until as late as February 18, 2027; Signed CA April 2, 2025;
|
>50% vote target; >50% vote acquiror; HSR expiry; FERC; Montana PSC; Nebraska PSC; South Dakota PUC;
|
|
ONTF
|
|
ON24
|
Cvent
|
30-December-25
|
29-April-26
|
Merger
|
Friendly
|
Tech
|
8.10000
|
0.00000
|
7.99000
|
400.00000
|
0.61677
|
0.12000
|
-2.97000
|
0.39000
|
0.03
|
0.04
|
0.00000
|
8.10000
|
7.98000
|
0.11000
|
0.05072
|
101
|
GS
|
William
|
DLA
|
Simpson
|
Definitive agreement; ON24 is a leading intelligent engagement platform for B2B enterprise sales and marketing; The proposed transaction brings together two complementary platforms serving enterprise marketers and event professionals. ON24s reliable and secure enterprise-grade webinar and digital engagement capabilities, first party engagement data, and AI-powered workflows complement Cvents robust event technology offerings. With a full suite of solutions that power high-impact digital and in-person experiences, Cvent and ON24 are well positioned to support marketing, sales, customer success and event teams as buying journeys become more digital and complex; The proposed transaction, which has been unanimously approved by the ON24 Board of Directors, is expected to close in the first half of 2026, subject to approval by ON24 shareholders, the satisfaction of regulatory approvals, and other customary closing conditions; Valuation: 61.4x EPS (2026E), 74.6x EBITDA (2026E), 3.0x sales (2026E); Outside date December 29, 2026 (subject to an extension until March 29, 2027 under certain circumstances for the purpose of obtaining certain antitrust regulatory approvals); Parent has secured committed equity financing for the Merger, consisting of equity to be provided by certain investment funds affiliated with Blackstone Inc., on the terms and subject to the conditions set forth in the equity commitment letter provided by such funds, the aggregate proceeds of which will be sufficient for Parent to pay the aggregate Merger Consideration assuming the satisfaction of all conditions to Parent and Merger Subs obligations to effect the Merger and all conditions to each partys obligations to effect the Merger; In connection with the execution of the Merger Agreement, Parent entered into a separate voting and support agreement (the Voting and Support Agreement) with each of Sharat Sharan, Lynrock Lake Master Fund LP and Indaba Capital Management, L.P. The Company Shares beneficially owned by the Supporters represented approximately 39% of the outstanding shares of Company Common Stock as of December 26, 2025; Signed CA September 11, 2025;
|
>50% vote target; HSR expiry; CFIUS; $107 million minimum cash;
|
|
OS
|
|
OneStream, Inc.
|
Hg / General Atlantic / Tidemark
|
06-January-26
|
16-April-26
|
Merger
|
Friendly
|
Tech
|
24.00000
|
0.00000
|
23.61000
|
6400.00000
|
0.35440
|
0.40000
|
-5.88000
|
0.58000
|
0.03
|
0.06
|
0.00000
|
24.00000
|
23.60000
|
0.39000
|
0.07035
|
88
|
JPMorgan / Centerview
|
GS
|
Wilson / Jones
|
Skadden / Paul
|
Definitive agreement; OneStream, Inc. is the leading enterprise Finance management platform that modernizes the Office of the CFO by unifying core Finance and operational functions including financial close, consolidation, reporting, planning and forecasting; With a vast European network and strong presence across North America, Hg has approximately $100 billion in assets under management and more than 400 employees. Hgs portfolio spans more than 55 companies worth over $185 billion in aggregate enterprise value, employing more than 130,000 people and consistently growing revenues at more than 20% annually; Hg will be OneStreams majority voting shareholder. General Atlantic, a leading global investor, will also be a significant minority investor alongside Tidemark, a leading technology investment firm; An entity controlled by Hg will acquire all outstanding shares, including those shares owned by investment funds managed by KKR, a leading global investment firm, which took OneStream public in 2024. The transaction is expected to close in the first half of 2026. Upon completion of the transaction, OneStream will become a privately held company. Hg will invest in OneStream from its Saturn Fund; The transaction, which has been unanimously approved by OneStreams Board of Directors, is expected to close in the first half of 2026, subject to the receipt of required regulatory approvals and the satisfaction of other customary closing conditions. KKR, in its capacity as the holder of a majority of OneStreams voting power, has approved the transaction. No further approval of OneStreams stockholders is required or will be sought; Valuation: 54.1x EPS (2027E), 70.1x EBITDA (2027E), 7.63x sales (2027E); Inside date April 6, 2026; Outside date October 6, 2026, which date will be automatically extended to April 6, 2027 if required regulatory approvals have not been obtained at such time; Pursuant to an equity commitment letter, dated January 6, 2026 (the Equity Commitment Letter), investment funds managed by Hg committed to provide Parent with an equity contribution sufficient to (a) at the consummation of the Mergers, pay the merger consideration and certain other payments and expenses related to the Mergers; or (b) pay monetary damages and certain reimbursement obligations under the Merger Agreement, on the terms and subject to the conditions set forth in the Equity Commitment Letter. The investment commitments under the Equity Commitment Letter are generally subject to an aggregate cap of approximately $5.6 billion; Thomas Shea, OneStreams chief executive officer and a member of the Board, has agreed with Parent to rollover a portion of his equity holdings in OneStream in connection with the consummation of the Mergers; On January 6, 2026, in connection with the execution of the Merger Agreement, certain stockholders of OneStream affiliated with Kohlberg Kravis Roberts & Co. L.P (KKR) (the Consenting Stockholders) entered into a support agreement (the Support Agreement) with Parent and OneStream. The Consenting Stockholders hold shares of Common Stock representing approximately 58 percent of OneStreams outstanding voting power. Under the Support Agreement, the Consenting Stockholders have agreed, among other matters, to vote their shares of Common Stock in favor of the adoption of the Merger Agreement; Signed CA July 28, 2025; Signed clean team agreement October 9, 2025;
|
HSR expiry;
|
|
PCH
|
RYN
|
PotlatchDeltic
|
Rayonier
|
14-October-25
|
15-April-26
|
Merger
|
Friendly
|
Industrial
|
0.61000
|
1.81850
|
44.64000
|
4491.07861
|
0.07848
|
-0.00514
|
-3.24090
|
|
0.03
|
0.00
|
0.00000
|
44.46486
|
44.47000
|
0.27282
|
0.02599
|
87
|
BofA
|
MS
|
Latham
|
Wachtell
|
Definitive agreement; PotlatchDeltic is a leading Real Estate Investment Trust (REIT) with ownership of 2.1 million acres of timberlands in Alabama, Arkansas, Georgia, Idaho, Louisiana, Mississippi, and South Carolina; Merger of equals; Upon completion of the transaction, the combined company will become the second-largest publicly traded timber and wood products company in North America and will be well-positioned to capitalize on an improving housing market as well as opportunities in higher-and-better-use (HBU) real estate and land-based / natural climate solutions; Under the terms of the agreement, which has been unanimously approved by the Boards of Directors of both companies, PotlatchDeltic shareholders will receive 1.7339 common shares of Rayonier for each share of common stock of PotlatchDeltic; Upon closing of the transaction, Rayonier shareholders will own approximately 54% and PotlatchDeltic shareholders will own approximately 46% of the combined company; Together, the combined company will have a productive and diverse timberland portfolio comprising approximately 4.2 million acres, including 3.2 million acres in the U.S. South and 931,000 acres in the U.S. Northwest. In addition, the company will operate seven wood products manufacturing facilities, including six lumber mills with total capacity of 1.2 billion board feet and one industrial plywood mill. The transaction will also combine two highly complementary and successful real estate businesses with a strong track record of rural HBU premium realizations and significant long-term upside from value-add real estate development projects in Arkansas, Florida, and Georgia. The combination is further expected to provide robust opportunities and an enhanced platform to drive growth in land-based and natural climate solutions; The combined company expects to realize approximately $40 million of annual synergies, driven by a combination of corporate and operational overhead cost savings; The transaction is expected to close in late first quarter or early second quarter of 2026. The transaction is subject to the satisfaction of customary closing conditions, including receipt of required regulatory approvals and the approval of both Rayoniers shareholders and PotlatchDeltics shareholders; Outside date July 13, 2026, subject to an automatic extension of 90 calendar days in order to obtain required regulatory approvals; Signed clean team agreement Sept 18 2025; Signed CA Sept 3 2025; Valuation: 48.1x EPS (2026E), 15.6x EBITDA (2026E), 4.0x sales (2026E); Merger consideration is subject to adjustment to equalize the economic impact of the one-time $1.40 per share special dividend that Rayonier declared to its shareholders of record on October 24, 2025. As a result of this adjustment to the merger consideration, each share of PotlatchDeltic common stock issued and outstanding immediately prior to the merger will be converted into the right to receive: (a) 1.8185 (the adjusted exchange ratio) Rayonier common shares and (b) $0.61 in cash (together, the merger consideration).;
|
>50% vote target; >50% vote acquiror; HSR expiry (filed Nov 3 2025, pulled and refiled Dec 5 2025);
|
|
PEN
|
BSX
|
Penumbra, Inc.
|
Boston Scientific Corporation
|
15-January-26
|
11-November-26
|
Merger
|
Friendly
|
Healthcare
|
273.99240
|
1.03540
|
353.45001
|
14500.00000
|
0.18376
|
13.13615
|
-43.71561
|
|
0.04
|
0.23
|
0.00000
|
366.23615
|
353.10001
|
15.22046
|
0.05323
|
297
|
Perella
|
|
Davis
|
Allen / Arnold
|
Definitive agreement; Penumbra, Inc., the worlds leading thrombectomy company, is focused on developing the most innovative technologies for challenging medical conditions such as ischemic stroke, venous thromboembolism such as pulmonary embolism, and acute limb ischemia. Our broad portfolio, which includes computer assisted vacuum thrombectomy (CAVT), centers on removing blood clots from head-to-toe with speed, safety and simplicit; Acquisition to expand Boston Scientifics cardiovascular portfolio and further address increasing prevalence of vascular diseases; Provides scaled entry into mechanical thrombectomy and neurovascular, key strategic adjacencies; Under the terms of the agreement, which has been approved by the board of directors of each company, the transaction values each Penumbra share at $374, with Penumbra stockholders having the right to elect to receive $374 in cash or 3.8721 shares of Boston Scientific common stock (valued at $374 based on the volume weighted average price of Boston Scientific common stock over the last 10 trading days, as of January 13, 2026), subject to proration, so that the total transaction consideration is paid approximately 73% in cash and approximately 27% in shares of Boston Scientific common stock. Adam Elsesser has indicated that he will elect to receive Boston Scientific shares for all his Penumbra shares; Boston Scientific expects to finance the approximately $11 billion cash portion of the transaction consideration with a combination of cash on hand and new debt; The transaction is expected to be $0.06-0.08 dilutive to adjusted earnings per share for Boston Scientific in the first full year following the close of the acquisition, neutral to slightly accretive in the second year and more accretive thereafter; The transaction is expected to be completed in 2026, subject to receipt of Penumbras stockholder approval and the satisfaction of other customary closing conditions; Signed CA December 19, 2025; Outside date January 14, 2027 (can extend to January 14, 2028); PEN names BSX as a competitor and both companies overlap in minimally invasive thrombectomy and vascular intervention devices in a multiplayer competitive market; Valuation: 58.3x EPS (2027E), 36.8x EBITDA (2027E), 8.1x sales (2027E);
|
>50% vote target; HSR expiry;
|
|
PLYM
|
|
Plymouth Industrial REIT, Inc.
|
Makarora Management LP / Ares Alternative Credit funds
|
27-October-25
|
23-January-26
|
Merger
|
Friendly
|
Real Estate
|
22.00000
|
0.00000
|
21.87000
|
2100.00000
|
0.50273
|
0.14000
|
-7.22000
|
|
0.01
|
0.02
|
0.00000
|
22.00000
|
21.86000
|
0.13000
|
0.54163
|
5
|
KeyBanc / JPMorgan
|
Moelis / Citi
|
Morrison / Alston
|
Greenberg / Simpson / Latham / Kirkland / Dechert
|
Definitive merger agreement; Plymouth Industrial REIT, Inc. is a full service, vertically integrated real estate investment company focused on the acquisition, ownership and management of single and multi-tenant industrial properties. Our mission is to provide tenants with cost effective space that is functional, flexible and safe; Makarora Management LP is a New York-based investment management firm established in 2024 and led by senior professionals with extensive experience investing through global property market cycles. The Firm seeks to provide differentiated capital solutions to the commercial real estate sector spanning a wide range of investments, including opportunistic credit, structured capital, and equity; The purchase price represents a premium of approximately 50% to Plymouths unaffected closing common stock price on August 18, 2025, the last trading day prior to the filing of a Schedule 13D by affiliates of Sixth Street Partners, LLC disclosing a non-binding proposal to acquire all of the outstanding shares of Plymouths common stock; The transaction, which has been unanimously approved by Plymouths Board of Directors, is expected to close in early 2026, subject to approval by Plymouths shareholders and other customary regulatory approvals and other closing conditions; Plymouth intends to conduct a 30-day go-shop period that will expire at 11:59 PM ET on November 23, 2025, which permits Plymouth and its financial advisors to actively initiate, solicit and consider alternative acquisition proposals from third parties; Plymouth will pay its previously announced third quarter dividend on October 31, 2025 and will pay dividends as reasonably necessary for the Company to maintain its status as a real estate investment trust for tax purposes and to avoid incurring any entity level income or excise tax, but Plymouth may not pay any other dividends during the term of the Merger Agreement; Valuation: 11.0x FFO (2026E), 12.0x AFFO (2026E), 13.92x EBITDA (2026E), 2.64% cap rate; 9.7x sales (2026E); Outside date July 24, 2026; Background: In 2024 the Company formed a large joint venture with SSP for 34 Chicago properties and granted SSP an observer on the board. In 2025 multiple parties expressed interest in acquiring the Company. Makarora and its equity partner Ares led early with a $22.75 then $23.00 per share cash proposal. Party A, Party B and SSP later submitted higher non binding indications, some above $24.00 per share. The board engaged KBCM and J.P. Morgan as financial advisors, opened a data room and negotiated with all four bidders under confidentiality agreements. It repeatedly declined exclusivity requests when doing so was expected to preserve competition and maximize value. Party As financing remained uncertain and its diligence was limited. Party B could not secure timely approvals and had concerns with the Isosceles JV Agreement. SSP demanded exclusivity, obtained a short exclusivity period, then withdrew after negative diligence and did not provide an actionable price. After SSP withdrew, Makarora reengaged and, following further diligence and changes in market conditions, reduced its proposal to $22.25 and then to $22.00 per share in cash. Makarora completed more diligence than other bidders and did not view the Isosceles JV structure as an obstacle, helped by a side letter and amendments negotiated with SSP. The Company and Makarora finalized a Merger Agreement at $22.00 per share that included a 30 day go shop period, a two tier termination fee payable to Makarora and a reverse termination fee payable to the Company if the transaction fails under specified conditions. KBCM and J.P. Morgan each delivered a fairness opinion supporting the $22.00 consideration. The board unanimously approved the Merger Agreement and recommended the transaction to stockholders. During the go shop period the advisors contacted 81 potential buyers and entered into 13 new confidentiality agreements and amendments with Party A and Party B. Neither Party A nor Party B nor any other party submitted a superior proposal. The go shop period expired with Makaroras $22.00 per share offer as the best available transaction;
|
>50% vote target;
|
|
PRA
|
|
ProAssurance Corporation
|
The Doctors Company
|
19-March-25
|
31-March-26
|
Merger
|
Friendly
|
Insurance
|
25.00000
|
0.00000
|
24.20000
|
1300.00000
|
0.60875
|
0.82000
|
-8.64000
|
|
0.04
|
0.09
|
0.00000
|
25.00000
|
24.18000
|
0.81000
|
0.18180
|
72
|
GS
|
Houlihan / Howden
|
Simpson / Willkie
|
Mayer
|
Definitive agreement; ProAssurance Corporation is a specialty insurer with extensive expertise in medical liability, products liability for medical technology and life sciences, and workers compensation insurance; The Doctors Company, the nations largest physician-owned medical malpractice insurer; Addition of ProAssurance Corporation fortifies the promise of The Doctors Company to the medical professional liability market for generations to come; The Board of Directors of ProAssurance has unanimously approved the transaction, and resolved to recommend that its shareholders approve the agreement; The transaction is expected to close in the first half of 2026, and is subject to customary closing conditions, including approval by ProAssurances stockholders and the receipt of regulatory approvals; The transaction is not subject to a financing condition; Valuation: 23.4x EPS (2026E), 15.0x EBIT (2026E), 1.15x sales (2026E), 1.06x BV, 1.12x TBV; Outside date September 19, 2026;
|
>50% vote target; HSR expiry (attained July 2 2025); Insurance approvals;
|
|
QIPT
|
|
Quipt Home Medical Corp.
|
Kingswood Capital Management / Forager Capital Management
|
15-December-25
|
13-February-26
|
Plan
|
Friendly
|
Healthcare
|
3.65000
|
0.00000
|
3.60000
|
260.00000
|
1.60714
|
0.06000
|
-2.19000
|
0.20900
|
0.03
|
0.03
|
0.00000
|
3.65000
|
3.59000
|
0.05000
|
0.21431
|
26
|
Truist / Evans
|
UBS
|
DLA / McDermott
|
Fasken
|
Definitive agreement; Quipt Home Medical Corp. is a U.S. based home medical equipment provider, focused on end-to-end respiratory care; The transaction is not subject to any financing condition. Kingswood has provided an equity commitment letter to fund the Purchasers obligations under the Arrangement Agreement; The transaction values Quipt at approximately US$260 million, including Quipts existing outstanding debt. Following the completion of the transaction, Quipt will become a privately held company and cease to report in the U.S. and Canada; Following a comprehensive review of alternatives conducted with its financial advisor, Truist Securities, Inc. (Truist), both the Quipt Board of Directors (the Board) and its Strategic Transactions Committee determined, after relying on fairness opinions of Truist and Evans & Evans, Inc. (Evans & Evans) and financial and legal advice, that the transaction is in the best interest of shareholders. The Board unanimously recommends that Quipt shareholders vote in favor of the transaction at the special meeting to be called to approve the transaction; The transaction will be implemented by way of statutory plan of arrangement under the Business Corporations Act (British Columbia) and is subject to court approval and the approval of at least 6623% of the votes cast by Quipt shareholders present in person or by proxy at the Meeting, as well as by a simple majority of the votes cast by the Quipt shareholders, excluding the votes cast by certain persons as required by Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions; Directors and executive officers of the Company who collectively hold approximately 11.4% of all issued and outstanding Shares, have entered into customary support and voting agreements (Voting Support Agreements) with the Purchaser pursuant to which they have agreed to vote all their Shares at the Meeting in favor of the transaction, subject to certain conditions. Additionally, Forager Fund, LP has also entered into a Voting Support Agreement with the Purchaser pursuant to which it has agreed, among other things, to vote its Shares, which represent approximately 9.5% of all issued and outstanding Shares, in favor of the transaction, subject to certain conditions; The transaction is expected to close during the first half of 2026, subject to customary closing conditions, including receipt of required shareholder, regulatory and court approvals; Outside date June 15, 2026; Signed CA December 1, 2025; Valuation: 4.0x EBITDA (2026E), 0.84x sales (2026E); Background: Quipts board began evaluating strategic alternatives in 2024 and engaged advisors while activist shareholders accumulated stakes and pressed for change. Forager emerged as a frequent bidder but its early non binding proposals were repeatedly rejected as undervaluing the company while Quipt pursued a structured sale process with Truist that attracted multiple bidders and higher indications of interest. Following a formal outreach, litigation over confidentiality issues and several rounds of bidding, competing interest narrowed to Forager and one other party as market conditions evolved and diligence progressed. In late 2025 Forager improved its offer to $3.65 per share without a financing condition and, with Kingswood providing equity support, negotiated definitive terms. After receiving fairness opinions from Truist and Evans & Evans, the board and its strategic committee approved the arrangement and unanimously recommended it to shareholders, with the transaction announced on December 15 2025;
|
>66 2/3 vote target; Majority of minority vote target; <10% dissent; HSR expiry (filed Dec 23 2025);
|
|
QRVO
|
SWKS
|
Qorvo
|
Skyworks
|
28-October-25
|
31-March-27
|
Merger
|
Friendly
|
Tech
|
32.50000
|
0.96000
|
79.52000
|
10119.17188
|
0.14302
|
4.74200
|
-5.74493
|
0.08000
|
0.01
|
0.45
|
0.00000
|
83.81200
|
79.07000
|
6.56245
|
0.06886
|
437
|
Centerview
|
Qatalyst / GS
|
Davis
|
Skadden
|
Definitive agreement; Qorvo is a leading global provider of connectivity and power solutions; Combines complementary product and technology portfolios and world-class engineering capabilities, creating R&D scale to deliver innovative RF solutions; Advances U.S. manufacturing position and improves factory utilization across manufacturing footprint; Immediately and meaningfully accretive to non-GAAP EPS post-close, with $500 million or more of annual cost synergies within 24-36 months post-close when the companies are fully integrated; Upon closing, Skyworks shareholders will own approximately 63 percent of the combined company, while Qorvo shareholders will own approximately 37 percent; Skyworks plans to fund the cash portion of the transaction using a combination of cash on hand and additional financing. Skyworks has obtained debt financing commitments from Goldman Sachs Bank USA. The transaction is not subject to any financing conditions; The Boards of Directors of both companies have unanimously approved the transaction, which is expected to close in early calendar year 2027, subject to the receipt of required regulatory approvals, approval of Skyworks shareholders and Qorvo shareholders and the satisfaction of other customary closing conditions; Starboard Value LP, an approximately 8%shareholder of Qorvo, has signed a voting agreement in support of the transaction; Outside date April 27, 2027, which date may be extended to July 27, 2027 and to October 27, 2027; Signed CA April 8, 2025; Signed Clean Room Agreement October 13, 2025; Valuation: 15.2x EPS (2026E), 10.5x EBITDA (2026E), 2.60x sales (2026E); Background: Skyworks and Qorvo had periodically explored a combination in prior years and both boards routinely reviewed strategic alternatives, including mergers, to enhance stockholder value. In March and April 2025 the parties re-engaged, signed a confidentiality agreement and a joint defense agreement, and began high level discussions focused on strategic rationale, synergies and regulatory risk sharing. From April through mid June 2025 both boards and management teams met frequently, exchanged forecasts through 2027, and modeled significant cost and revenue synergies that supported an all stock merger concept. On May 24 2025 Skyworks delivered an initial all stock proposal: Exchange ratio 1.175 Skyworks shares per Qorvo share, Roughly 9 percent premium. Qorvo responded on June 9 2025 with a counterproposal: Higher exchange ratio of 1.337 shares, about a 22 percent premium. Through June and July 2025 the parties exchanged multiple proposals and counterproposals on exchange ratio and governance. A separate semiconductor company, Party 1, approached Qorvo in June 2025 and pursued parallel talks, giving Qorvo additional leverage and an alternative strategic path. By mid July 2025 negotiations between Skyworks and Qorvo reached an impasse over governance and exchange ratio, leading Skyworks on July 18 2025 to invoke the confidentiality agreement and terminate discussions. During August 2025 Qorvo continued to evaluate options, including Party 1, and concluded it could be open to a revised proposal from Skyworks that included a mix of cash and stock, a higher premium and more value certainty, which would allow flexibility on governance. In late September 2025 Skyworks decided to reengage. On September 28 it proposed 30 dollars in cash plus 0.940 Skyworks shares per Qorvo share, implying about 105 dollars per share and a 13 percent premium, with an 11 member board in which Skyworks would designate nine directors. On September 30 Qorvo countered with 30 dollars in cash plus 1.044 shares, about 110 dollars per share and roughly a 22 percent premium, and a board with eight Skyworks directors and three Qorvo directors. Party 1 declined to improve its proposal and terminated discussions on October 2 2025, leaving Skyworks as Qorvos primary merger partner. On October 3 2025 Skyworks made an improved offer that became the basis for the final deal: 32.50 dollars in cash plus 0.960 Skyworks shares per Qorvo share, Around 107 dollars per share and a 17 percent premium, No financing contingency. On October 5 2025 Qorvos board reviewed the revised offer, assessed Party 1 as unlikely to deliver a superior transaction, and authorized exclusive negotiations and confirmatory due diligence with Skyworks. From early to late October 2025 the parties conducted extensive mutual due diligence across finance, operations, tax, legal and integration planning, supported by FTI Consulting, KPMG and the financial advisors, and negotiated the merger agreement, debt financing commitment and a voting and support agreement with SBV. Both boards received updated long range plans and pro forma models and focused heavily on the size, timing and execution of expected synergies, employee retention arrangements and regulatory risk allocation. On October 27 2025: Centerview delivered a fairness opinion to Qorvos board and Qorvos board unanimously approved the merger agreement and recommended it to Qorvo stockholders. Qatalyst Partners and Goldman Sachs each delivered fairness opinions to Skyworks board and the Skyworks board unanimously approved the transaction, the issuance of Skyworks shares and related agreements, and recommended the stock issuance to Skyworks stockholders. Following these approvals Skyworks and Qorvo executed the merger agreement and Skyworks and SBV executed the voting and support agreement on October 27 2025, and the parties announced the signed merger publicly in a joint press release on October 28 2025 before the Nasdaq market open;
|
>50% vote target; >50% vote acquiror; HSR expiry (filed Dec 4 2025); China SAMR; Korea; Taiwan; Belgium; France; Germany; Ireland; Italy; Netherlands; Spain; United Kingdom;
|
|
RAPT
|
GSK
|
RAPT Therapeutics
|
GSK plc
|
20-January-26
|
06-March-26
|
Tender Offer
|
Friendly
|
Biotech
|
58.00000
|
0.00000
|
57.55000
|
1900.00000
|
0.65242
|
0.46000
|
-22.44000
|
0.00250
|
0.04
|
0.02
|
0.00000
|
58.00000
|
57.54000
|
0.45000
|
0.06237
|
47
|
JPMorgan
|
Evercore
|
Cooley
|
A&O
|
Definitive agreement; RAPT Therapeutics is a California-based, clinical-stage biopharmaceutical company dedicated to developing novel therapies for patients living with inflammatory and immunologic diseases; The acquisition includes ozureprubart, a long-acting anti-immunoglobulin E (IgE) monoclonal antibody, currently in phase IIb clinical development for prophylactic protection against food allergens; Ozureprubart offers potential to protect against food allergy reactions with less frequent dosing compared to existing standard-of-care therapy; Acquisition adds to Respiratory, Immunology & Inflammation pipeline; IgE is a clinically validated target and is the only approved systemic therapy shown to protect patients from a harmful allergic and inflammatory immune response; Data from the phase IIb trial (prestIgE) assessing use of ozureprubart as monotherapy is expected in 2027, with phase III trials to be focused on both at-risk adult and paediatric populations; The transaction is subject to customary closing conditions, including the tender of a majority of RAPTs outstanding shares of common stock in the tender offer and expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Act in the US; The transaction is expected to close in the first quarter of 2026; From 10-K: We expect to compete with small molecule, biologics and other therapeutic platforms and development companies, including, but not limited to, companies such as LongBio Pharma, United Biopharma and Yuhan which are developing anti-IgE treatments for food allergy and CSU and Sanofi, Novartis, Otsuka and Celldex, which have products in late-stage clinical development for CSU. In addition, we expect to compete with large, multinational pharmaceutical companies that discover, develop and commercialize small molecule drugs and other therapeutics for use in treating inflammatory diseases and cancer such as AbbVie, Amgen, AstraZeneca, Bristol-Myers Squibb, GlaxoSmithKline, Incyte, Kyowa Hakko Kirin, Merck, Novartis, Pfizer, Roche/Genentech and Sanofi/Regeneron; Outside date July 19, 2026 (provided that the End Date may be extended by either Parent or the Company by written notice to the other on or prior to the initial End Date for an additional 90 days each pursuant to the Merger Agreement); Signed CA January 2, 2026;
|
>50% tender; HSR expiry;
|
|
REVG
|
TEX
|
REV Group
|
Terex Corporation
|
30-October-25
|
30-January-26
|
Merger
|
Friendly
|
Manufacturing
|
8.71000
|
0.98090
|
66.77000
|
3176.38818
|
0.06070
|
0.21100
|
-3.60548
|
|
0.04
|
0.06
|
0.00000
|
66.69100
|
66.48000
|
0.25435
|
0.12317
|
12
|
JPMorgan
|
Barclays
|
Davis
|
Fried / Pryor
|
Definitive merger agreement; REV Group companies are leading designers and manufacturers of specialty vehicles and related aftermarket parts and services, which serve a diversified customer base, primarily in the United States, through two segments: Specialty Vehicles and Recreational Vehicles. The Specialty Vehicles Segment provides customized vehicle solutions for applications, including essential needs for public services (ambulances and fire apparatus) and commercial infrastructure (terminal trucks and industrial sweepers). REV Group Recreational Vehicle Segment manufactures a variety of RVs, from Class B vans to Class A motorhomes; Creates a scaled specialty equipment manufacturer with complementary, leading brands in attractive, low cyclical, highly resilient and growing end markets; Unlocks significant value-creating synergies of $75 million of run-rate value in 2028 with approximately 50% achieved twelve months after closing; Resulting organization will feature low capital intensity, an attractive leverage profile, an efficient cost base with resilient and predictable earnings and free cash flow to enable profitability enhancing and growth investments; Upon closing, Terex shareholders will own approximately 58%, while REV Group shareholders will own approximately 42%, of the combined companys fully diluted shares on a pro forma basis; The transaction is expected to close in the first half of 2026, subject to approval by both companies shareholders, required regulatory clearance, and satisfaction of other customary closing conditions; Outside date April 29, 2026 (subject to two potential extensions to July 29, 2026 and October 29, 2026 if the required regulatory waiting periods have not expired or required regulatory approvals have not been received but all other conditions to closing have been satisfied or waived; Valuation: 18.1x EPS (2026E), 11.5x EBITDA (2026E), 9.1x Adj EBITDA after synergies (2026E), 1.20x sales (2026E);
|
>50% vote target; >50% vote acquiror; HSR expiry; Competition Canada; Mexico COFECE;
|
|
RNA
|
NVS
|
Avidity Biosciences, Inc.
|
Novartis AG
|
26-October-25
|
31-March-26
|
Merger
|
Friendly
|
Biotech
|
72.00000
|
0.00000
|
72.50000
|
11000.00000
|
0.46490
|
1.08618
|
-22.26404
|
|
0.04
|
0.05
|
1.57618
|
73.57618
|
72.49000
|
1.07618
|
0.07757
|
72
|
GS / Barclays
|
|
Kirkland
|
|
Definitive merger agreement; Avidity Biosciences, Inc. is a biopharmaceutical company committed to delivering a new class of RNA therapeutics called Antibody Oligonucleotide Conjugates ("AOCsTM") to profoundly improve peoples lives; Unanimously approved by the Boards of Directors of both companies; The acquisition will follow the separation of Aviditys early-stage precision cardiology programs into SpinCo, which is expected to be a publicly traded company; Pursuant to the terms of the merger agreement, holders of Avidity common stock will receive USD 72.00 per share in cash at closing, representing a premium of approximately 46% over Aviditys closing share price on October 24, 2025 of USD 49.15 and approximately 62% over Aviditys October 24 closing 30-day volume weighted average price of USD 44.42, and valuing the company at approximately USD 12.0 billion on a fully diluted basis. Avidity stockholders will also receive consideration for the separation of the SpinCo business; Novartis will acquire Aviditys programs and pipeline in neuroscience and gain access to its differentiated RNA-targeting delivery platform. The agreement includes three late-stage clinical development programs: delpacibart zotadirsen (del-zota) for the treatment of Duchenne muscular dystrophy (DMD), delpacibart etedesiran (del-desiran) for the treatment of myotonic dystrophy type 1 (DM1) and delpacibart braxlosiran (del-brax) for the treatment of facioscapulohumeral muscular dystrophy (FSHD); SpinCo will focus on Aviditys early-stage programs in precision cardiology. Key programs include AOC 1086 and AOC 1072, which target rare genetic cardiomyopathies, including phospholamban (PLN) and Protein Kinase AMP-activated non-catalytic subunit Gamma 2 ("PRKAG2") Syndrome, respectively. SpinCo will also encompass collaborations with Bristol Myers Squibb and Eli Lilly and Company and hold rights to continue the development of Aviditys proprietary platform, including next-generation technology improvements, for applications in the cardiology field; Prior to the closing of the merger, Avidity will transfer to SpinCo, currently a wholly owned subsidiary of Avidity, the early-stage precision cardiology programs and collaborations of Avidity. Holders of Avidity common stock will receive (1) a distribution of one share of SpinCo for every ten shares of Avidity they hold and/or (2) a pro rata cash distribution of the proceeds received by Avidity prior to the closing if certain SpinCo assets are, or SpinCo itself is, sold to a third party. SpinCo is expected to begin trading as a new public company following the spin-off and capitalized with $270 million in cash; The acquisition by Novartis of Avidity is subject to the completion of the separation of SpinCo and other customary closing conditions, including the receipt of regulatory approvals and the approval of Aviditys stockholders. The companies expect the transactions to close in the first half of 2026; Transaction strengthens neuroscience franchise for Novartis with three late-stage programs that address genetic neuromuscular diseases; Advances the Novartis xRNA strategy by adding a scientifically robust, muscle-directed, Antibody Oligonucleotide Conjugates (AOCsTM) platform and first-in-disease pipeline; Expected to unlock multi-billion-dollar opportunities with planned product launches before 2030; Raises expected 2024-2029 sales CAGR for Novartis from +5% to +6%, and bolsters mid-single digit long-term growth; Outside date July 27, 2026 (automatically extends to October 26, 2026); Signed CA July 15, 2025 (amended July 27, 2025); Background: July 3, 2025: Novartiss CEO (via its BD head) approached the Company with a non-binding $52/share all-cash proposal (77% premium, ~$7.4B equity value). The Board viewed this as undervaluing the Company. July 9, 2025: After rejection, Novartis increased its non-binding offer to $60/share (~$8.5B). The Board again felt this undervalued the Company but agreed to a meeting under a standstill NDA to explain its standalone value. July 2122, 2025: Novartis orally then in writing proposed $70/share (~$10B) conditioned on four weeks of exclusivity and further diligence. The Board refused exclusivity at that price, agreed to provide diligence and authorized outreach to seven other potential acquirors (Parties AG) to test the market. Several parties signed NDAs and took meetings, but by mid-August none submitted a competing bid - some bowed out due to timing, valuation, or regulatory concerns. Late JulyAugust 2025: Novartis received VDR access and conducted extensive diligence. August 6, 2025: A Financial Times article reported early-stage talks, pushing the stock from about $38 to $48 in a day. Novartis then signaled it needed more time and wanted execution of any definitive agreement conditioned on resolution of certain diligence issues. On August 29, 2025, Novartis delivered an oral best and final indication above $70/share, but still conditioned signing on addressing those diligence items to its satisfaction. The Company viewed this conditionality as unacceptable for deal certainty, terminated discussions and VDR access, and decided to proceed with its planned equity raise. September 1015, 2025: After announcing very strong one-year del-zota data in EXPLORE44 / EXPLORE44-OLE, the Company launched and closed an upsized public offering of 17.25 million shares at $40/share, raising $690 million gross, to fund its late-stage programs, commercial build-out, platform R&D and general corporate purposes. Around this time, Party C informally reiterated interest in the Companys programs but did not indicate an intent to bid. September 1921, 2025: Novartis returned with a non-binding, best and final proposal of $72/share in cash, plus additional potential value through a SpinCo holding non-core and early-stage assets and follow-on programs. However, Novartis again sought pre-signing resolution of certain diligence matters. The Board authorized renewed engage
|
>50% vote target; HSR expiry (filed Nov 21 2025, attained Dec 17 2025);
|
|
RPTX
|
|
Repare Therapeutics Inc.
|
XenoTherapeutics, Inc.
|
14-November-25
|
30-January-26
|
Plan
|
Friendly
|
Biotech
|
1.82000
|
0.00000
|
2.59000
|
78.23407
|
0.10303
|
-0.71000
|
-0.88467
|
0.00250
|
0.03
|
0.00
|
0.05000
|
1.87000
|
2.58000
|
-0.72000
|
-0.99995
|
12
|
Leerink
|
RBC
|
Cooley / Stikeman
|
Blakes / Xeno
|
Definitive arrangement agreement; Repare Therapeutics Inc. is a clinical-stage precision oncology company; XenoTherapeutics, Inc. and Xeno Acquisition Corp. (jointly, Xeno) is a non-profit biotechnology company; Transaction expected to close in the first quarter of 2026; In addition, each Repare shareholder will also receive one non-transferable contingent value right (each, a CVR) for each Common Share that entitles the holder to receive certain cash payments, including: 100% of certain additional receivables that may be received by Repare within ninety (90) days following the Closing (net of certain permitted deductions incurred in connection therewith), A percentage of the net proceeds received from Repares existing partnerships with Bristol-Myers Squibb, Debiopharm and DCx Biotherapeutics, as follows: (i) 90% received from the Closing date until the 2nd anniversary thereof, (ii) 85% received from the 2nd anniversary of the Closing date until the 4th anniversary of the Closing date, (iii) 80% received from the 4th anniversary of the Closing date until the 6th anniversary of the Closing date, and (iv) 75% received from the 6th anniversary of the Closing date until the 10th anniversary of the Closing date, 100% of the net proceeds received by the 10th anniversary of the Closing date for any license or disposition of Repares product candidates and/or intellectual property related to Repares RP-1664 program, RP-3500 (Camonsertib) program, or any other license or disposition of Repares product candidates or research programs if such license or disposition is entered into prior to the Closing date, 100% of the net proceeds received by the 10th anniversary of the Closing date for any license or disposition of Repares Pol program, RP-3467, to any person with whom negotiations were initiated prior to the Closing date, and 50% of the net proceeds received by the 10th anniversary of the Closing date for any license or disposition of Repares product candidates and/or intellectual property that occurs within 10 years following the Closing date if such license or disposition is entered into following the Closing date; The Transaction will be implemented by way of court-approved plan of arrangement under the Business Corporations Act (Quebec) and will require the approval of at least: (i) 66 23% of the votes cast by Repare shareholders, and (ii) a majority of the votes cast by Repare shareholders excluding votes held by certain interested parties required to be excluded pursuant to Multilateral Instrument 61-101, at a special meeting to be held to consider and approve the Transaction (the Special Meeting). In addition to shareholder approval, the Transaction is subject to the approval of the Superior Court of Quebec and other customary closing conditions. The Transaction is expected to close in the first quarter of 2026; Each of the directors and senior officers of the Company, who currently collectively own approximately 0.25% of the outstanding Common Shares, have entered into support and voting agreements pursuant to which they have agreed to vote all of the securities beneficially owned by them in favor of the Transaction; The Board will unanimously recommend that shareholders vote in favor of the Transaction at the Special Meeting; Outside date May 14, 2026; Background: The Board and management conducted an ongoing strategic review amid cash constraints and clinical reprioritization, including major workforce reductions in early 2025. An independent Transaction Committee was formed and, with Leerink Partners and legal advisors, ran a broad process exploring asset sales, mergers, reverse mergers, financial buyer transactions, and liquidation. From April to October 2025, the Company contacted over 70 potential counterparties across strategic, orthogonal merger, and financial buyer paths. While several non binding proposals were received for individual assets, none resulted in a compelling standalone transaction. As asset level options fell away, the Committee shifted focus to a financial buyer process. XRC emerged as the most attractive bidder, proposing a cash acquisition based on net cash at closing plus a contingent value right tied to future asset monetization. After further diligence, negotiations, and comparison against a competing proposal, the Transaction Committee recommended proceeding with XRC due to superior economics and certainty. On November 14, 2025, Leerink delivered a fairness opinion, and both the Transaction Committee and the Board unanimously approved the arrangement. The agreement was executed the same day and publicly announced, with key shareholders later entering voting support agreements. The Company continues discussions with a third party regarding a potential sale of RP-3467;
|
66 2/3 vote target; Majority of minority vote target;
|
|
SEE
|
|
Sealed Air Corporation
|
CD&R
|
17-November-25
|
30-April-26
|
Merger
|
Friendly
|
Industrial
|
42.15000
|
0.00000
|
41.71000
|
10300.00000
|
0.15860
|
0.75000
|
-5.06107
|
|
0.01
|
0.13
|
0.00000
|
42.45000
|
41.70000
|
0.74000
|
0.06497
|
102
|
Evercore
|
BofA / BNP / Citi / GS / JPMorgan / Lazard / Mizuho / RBC / UBS
|
Latham
|
Kirkland / Debevoise
|
Definitive agreement; Sealed Air Corporation is a leading global provider of food and protective packaging solutions; Conclusion of review of strategic alternatives; The transaction, which has been unanimously approved by Sealed Airs Board of Directors, is expected to close in mid-2026, subject to the receipt of stockholder approval, regulatory clearances, and the satisfaction of other customary closing conditions; Under the terms of the agreement, Sealed Air can actively solicit additional acquisition proposals from third parties during a "go-shop" period of 30 days from the signing of the agreement, with an additional 15 days to negotiate a definitive agreement with qualifying parties. There can be no assurance that this solicitation process will result in a superior proposal, and Sealed Air does not intend to disclose developments with respect to the solicitation process unless and until it determines such disclosure is appropriate or otherwise required; Equity financing for the transaction has been committed by investment funds affiliated with CD&R and debt financing for the transaction has been committed by a group led by J.P. Morgan Securities LLC, BofA Securities, BNP Paribas Securities Corp, Goldman Sachs, UBS Investment Bank and Wells Fargo. Citi, Mizuho and RBC Capital Markets also provided committed financing to CD&R; Under the terms of the Merger Agreement, the Company is permitted to pay the dividend previously announced for payment on December 19, 2025, and may declare and pay regular quarterly dividends consistent with past practice, subject to the terms and conditions of the Merger Agreement; Signed CA August 22, 2025; Outside date November 16, 2026; Valuation: 12.5x EPS (2026E), 8.9x EBITDA (2026E), 1.91x sales (2026E); Dec 17 2025 announced expiration of go-shop, closing mid 2026; Background: Sealed Air experienced declining performance in 2022 and 2023 and began a transformation focused on operational improvement while evaluating strategic alternatives including a separation of its Protective business. The board rejected early merger of equals proposals from industry peers and a standalone sale of the Protective business due to valuation, timing, execution risk and tax and dis synergy concerns. After a new CEO was appointed, Clayton Dubilier and Rice emerged as a serious buyer, initially proposing to acquire only the Protective business and later expressing interest in acquiring all of Sealed Air. Following multiple rounds of negotiations, updated projections and board deliberations, CD&R increased its offer through several steps and was granted exclusivity. The board concluded that an all cash sale to CD&R at $42.15 per share with a go shop period maximized value relative to remaining standalone or pursuing alternative transactions. A competing industry bidder explored a stock and cash transaction during the go shop period but withdrew due to valuation and complexity concerns. No superior proposals emerged and the board unanimously approved the merger, which was announced in November 2025;
|
>50% vote target; HSR expiry (attained Dec 23 2025); EC; China SAMR; Competition Canada (filed Dec 31 2025); Brazil CADE (attained Jan 15 2026);
|
|
SEMR
|
ADBE
|
Semrush Holdings, Inc.
|
Adobe
|
19-November-25
|
10-February-26
|
Merger
|
Friendly
|
Tech
|
12.00000
|
0.00000
|
11.91000
|
1624.30396
|
0.77515
|
0.10000
|
-5.14000
|
0.75000
|
0.04
|
0.02
|
0.00000
|
12.00000
|
11.90000
|
0.09000
|
0.12701
|
23
|
Centerview
|
|
Davis
|
Wachtell
|
Definitive agreement; Semrush is a leading online visibility management SaaS platform that enables businesses globally to run search engine optimization, advertising, content, social media and competitive research campaigns and get measurable results from online marketing. Semrush offers insights and solutions for companies to build, manage and measure campaigns across various marketing channels; The transaction has been approved by the Board of Directors of both Adobe and Semrush. The transaction is expected to close in the first half of 2026, subject to the receipt of required regulatory approvals and the satisfaction of other customary closing conditions, including the approval of Semrushs stockholders; Adobe has received commitments to vote in favor of the transaction from Semrushs founders and other stockholders representing over 75% of the voting power of Semrush; Outside date August 18, 2026, subject to an extension to November 18, 2026; Signed CA June 17, 2025; The market is fragmented: Semrush itself has only a modest share (~67 %) in the SEO/SEM tool market; Valuation: 28.7x EPS (2026E), 22.6x EBITDA (2026E), 3.18x sales (2026E); The merger partes do not compete horizontally and the transaction does not raise any antitrust issues; Background: Semrushs board regularly reviewed strategic alternatives and engaged advisors as Adobe expressed interest in a potential acquisition beginning in June 2025. After signing an NDA, the parties conducted diligence through July and August, leading to an initial nonbinding offer of $10.00 per share that Semrush rejected as inadequate. Adobe increased its proposal to $10.50 per share, which the board evaluated with the help of Centerview and legal counsel, and a transaction committee was formed to manage negotiations. Semrush sought to improve value by pushing for a higher price and by contacting other potential buyers, though no competing written offers emerged. Adobe later raised its offer to $12.00 per share and requested exclusivity, which the board approved after concluding no superior alternatives were likely. Following extended diligence, negotiations over deal terms, and multiple exclusivity extensions, Centerview delivered a fairness opinion supporting the transaction. On November 18, 2025, the Semrush board unanimously approved the merger agreement, determined the transaction was fair and in the best interests of stockholders, and recommended stockholder approval. Semrush and Adobe executed the merger agreement that day and publicly announced the transaction on November 19, 2025;
|
>50% vote target; HSR expiry (filed Dec 18 2025);
|
|
SHCO
|
|
Soho House & Co Inc.
|
MCR
|
18-August-25
|
31-January-26
|
Merger
|
Friendly
|
Consumer
|
9.00000
|
0.00000
|
8.88000
|
2700.00000
|
0.83299
|
0.13000
|
-3.96000
|
0.73500
|
0.01
|
0.03
|
0.00000
|
9.00000
|
8.87000
|
0.12000
|
0.45834
|
13
|
Citi / MS
|
Canaccord / LionTree
|
Sidley / Fried / Morris
|
Gibson
|
Definitive agreement; Soho House & Co is a global membership platform of physical and digital spaces that connects a vibrant, diverse and global group of members. These members use Soho House to work, socialize, connect, create and flourish all over the world. We began with the opening of the first Soho House in 1995 and remain the only company to have scaled a private membership network with a global presence. Members around the world engage with Soho House through our global collection, as of June 29, 2025, of 46 Soho Houses, 8 Soho Works, Scorpios Beach Clubs in Mykonos and Bodrum, Soho Home our interiors and lifestyle retail brand and our digital channels; MCR is the 3rd largest hotel owner-operator in the United States. Founded in 2006, the firm, which has offices in New York City, London, Dallas, Chicago, and Richmond, Virginia, has a $5.0 billion portfolio of 150 premium-branded hotels operated under 31 brands. Today, MCR offers more than 25,000 guestrooms in 37 states and 107 cities; MCR Investors to make meaningful new money investment. Apollo to provide financing through a customized hybrid capital solution, with Goldman Sachs Alternatives continuing its financial support; SHCO Executive Chairman Ron Burkle and the Yucaipa Companies LLC (Yucaipa) will roll their controlling equity interests in the Company and retain majority control of the business; Under the terms of the agreements, MCR, the third largest hotel owner-operator in the United States, will become a shareholder of SHCO and Tyler Morse will join the Companys Board of Directors as Vice Chairman; Funds managed by affiliates of Apollo (Apollo Funds) are supporting the transaction through a hybrid capital solution, by providing additional capital in the form of debt and common equity, a portion of proceeds will be used to refinance the Companys existing Senior Secured Notes; Further new equity capital will be provided by a consortium of strategic investors led by prominent technology investor Ashton Kutcher, who will also join the Companys Board of Directors following completion of the transaction; Existing significant shareholders including Richard Caring, Nick Jones and Goldman Sachs Alternatives, will roll the majority of their shares of the common stock of the Company. Goldman Sachs Alternatives is also committing additional capital. Hybrid Capital at Goldman Sachs Alternatives has been invested in Soho House since 2021 and will continue to support the business through this transaction; Upon the unanimous recommendation of the Special Committee, the Board of Directors unanimously approved the proposed transaction; The proposed transaction is expected to close by the end of 2025, subject to regulatory approvals and other closing conditions, including the approval of the transaction by a majority of the votes cast by stockholders other than the new investors, the rollover stockholders, the Companys directors and executive officers and their respective affiliates; Outside date February 15, 2026; Certain entities controlled, managed and/or advised by Apollo Capital Management, L.P., Goldman Sachs Asset Management L.P. and their respective affiliates (the Lenders) have committed to provide certain subsidiaries of the Company with debt financing in an aggregate principal amount of $845 million on the terms and subject to the conditions set forth in debt commitment letters. A portion of the proceeds of such debt financing will be used to repay certain existing notes owned by affiliates of Goldman Sachs Asset Management L.P. and entities controlled, managed or advised by Goldman Sachs Asset Management L.P. or its affiliates in connection with the consummation of the transaction; Valuation: 14.5x EBITDA (2026E), 1.93x sales (2026E); Background: Strategic Alternatives: Since its 2021 IPO, Soho Houses board and Yucaipa (major shareholder chaired by Ron Burkle) regularly evaluated options such as share repurchases, partnerships, or a sale to enhance stockholder value. Party A Emerges: FebMar 2023: Yucaipa sounded out investors about a take-private deal, citing a lagging stock price. Sept 5, 2023: Party A offered $8.25 per share, a ~30% premium, conditioned on a special committee review and majority of the minority vote. Special Committee Formed: An independent committee engaged Morgan Stanley and outside counsel to evaluate offers. Party A raised its bid to $8.55 but later cut to $7.50 after due diligence, leading the committee to terminate talks in May 2024 due to inadequate price and limited investor interest. New Advisor: In early 2024 Yucaipa hired Citigroup to explore strategic alternatives and partial stake sales. Bruce Group Proposal: June 2024: Actor Ashton Kutcher, Dan Rosensweig, and associates (Bruce Group) preliminarily proposed $8.50 per share, later raising to $9.00 by August. SeptDec 2024: Bruce Group and affiliated investors signed NDAs, accessed projections, and conducted diligence. Final 2024 Proposal: Dec 16, 2024: Bruce Group submitted a definitive $9.00 per share offeran 81% premium to the then-trading priceconditioned on a special committee recommendation and majority-of-minority approval. Special Committee Established: On Dec 18, 2024, the board formed a new independent committee with full negotiating authority. Financial Performance: Soho House repeatedly missed EBITDA projections, increasing execution risk and limiting leverage in price negotiations. Investor Outreach & Rollovers: The Bruce Group sought significant rollover commitments from major holders (Yucaipa, Goldman Sachs, Richard Caring, Nick Jones) to reduce cash needs. Outreach to additional investors (MCR, Apollo, ACM, Party I/J/H, etc.) produced interest but no superior bids. As diligence progressed, Bruce Group members dropped out, reducing their equity commitment. Apollo emerged with an $820 million debt-and-equity package, later joined by Goldman Sachs and MCR. MCR ultimately became the largest cash equity investor ($200 million).Soho Ho
|
>50% vote target; Majority of minority vote; HSR expiry (filed HSR Sept 5 2025, attained Sept 29 2025);
|
|
SNCY
|
ALGT
|
Sun Country Airlines
|
Allegiant
|
12-January-26
|
30-September-26
|
Merger
|
Friendly
|
Industrial
|
4.10000
|
0.15570
|
17.66000
|
1500.00000
|
0.19764
|
0.35976
|
-2.60573
|
|
0.02
|
0.12
|
0.00000
|
17.96976
|
17.61000
|
0.62545
|
0.05122
|
255
|
GS
|
Barclays
|
Milbank
|
Skadden
|
Definitive merger agreement; Sun Country Airlines is a new breed of hybrid low-cost air carrier, whose mission is to connect guests to their favorite people and places to create lifelong memories and transformative experiences.; Upon closing, Allegiant and Sun Country shareholders will own approximately 67% and 33%, respectively, of the combined company on a fully diluted basis; Allegiant expects to achieve $140 million in annual synergies within three years following the closing and integration, primarily driven by the ability to provide more customers with more options across the combined network; Transaction expected to be accretive to earnings per share one year post closing, while enhancing long-term financial results; The transaction has been unanimously approved by the boards of directors of both companies and is expected to close in the second half of 2026, subject to receipt of U.S. federal antitrust clearance and other required regulatory approvals, the approval of both companies shareholders and other customary closing conditions; Outside date January 11, 2027, subject to certain extensions if needed to obtain required regulatory approvals; Signed CA September 16, 2025; Valuation: 8.5x EPS (2027E), 5.3x EBITDA (2027E), 1.14x sales (2027E);
|
>50% vote target; >50% vote acquiror; HSR expiry; U.S. Federal Aviation Administration; U.S. Department of Transportation; U.S. Department of Homeland Security;
|
|
SOHO
|
|
Sotherly Hotels Inc.
|
Kemmons Wilson Hospitality Partners / Ascendant Capital Partners
|
27-October-25
|
15-February-26
|
Merger
|
Friendly
|
Real Estate
|
2.25000
|
0.00000
|
2.17000
|
470.92349
|
1.52809
|
0.09000
|
-1.27000
|
|
0.01
|
0.07
|
0.00000
|
2.25000
|
2.16000
|
0.08000
|
0.60653
|
28
|
Piper
|
Berkadia
|
Frost
|
Bass / Milbank
|
Definitive merger agreement; Sotherly Hotels Inc. is a self-managed and self-administered lodging real estate investment trust, or REIT, that was formed in August 2004 to own, acquire, renovate and reposition full-service, primarily upscale and upper-upscale hotel properties located in primary markets in the mid-Atlantic and southern United States. The Company owns ten full-service, primarily upscale and upper-upscale hotels located in seven states with an aggregate of 2,786 hotel rooms, and interests in two condominium hotels and their associated rental programs; The Merger Agreement has been unanimously approved by Sotherlys full board of directors (the Board) following a unanimous recommendation from a special committee comprised of independent directors of the Board (the Special Committee); Affiliates of Apollo (NYSE: APO) and Ascendant provided debt financing commitments to the Joint Venture in connection with the transaction; Holders of Sotherlys 8.0% Series B Cumulative Redeemable Perpetual Preferred Stock, 7.875% Series C Cumulative Redeemable Perpetual Preferred Stock, and 8.25% Series D Cumulative Redeemable Perpetual Preferred Stock (collectively, the Preferred Stock) issued and outstanding immediately before the Effective Time (as defined in the Merger Agreement), shall be entitled to receive the Merger Consideration if the holder thereof elects to convert, subject to the terms and conditions contained in the Companys charter (including any articles supplementary) (the Charter), including the share cap as defined therein, their respective shares of Preferred Stock into shares of Common Stock after the closing of the Merger. If not converted, each share of the Preferred Stock shall be unaffected by the Merger and will remain outstanding in accordance with their respective terms as set forth in the Companys Charter; The Merger is expected to close in the first quarter of 2026, subject to approval by Sotherly stockholders and customary closing conditions. Andrew Sims, Sotherlys Chairman of the Board and one of the Companys largest stockholders, has agreed to vote all of his shares in favor of the transaction; Outside date April 22, 2026;
|
>50% vote target;
|
|
SSTK
|
GETY
|
Shutterstock
|
Getty Images Holdings, Inc.
|
07-January-25
|
30-April-26
|
Merger
|
Friendly
|
Consumer
|
9.50000
|
9.17000
|
18.26000
|
1325.28418
|
0.10040
|
3.60930
|
|
0.31000
|
0.02
|
0.00
|
0.00000
|
21.68930
|
18.08000
|
1.84409
|
0.41559
|
102
|
Allen
|
Berenson / JPMorgan
|
White
|
Skadden
|
Definitive merger agreement; Merger of equals; Shutterstock, Inc. is a premier partner for transformative brands, digital media and marketing companies, empowering the world to create with confidence. Fueled by millions of creators around the world and a fearless approach to product innovation, Shutterstock is the leading global platform for licensing from the most extensive and diverse collection of high-quality 3D models, videos, music, photographs, vectors and illustrations; Merged company will be well-positioned to meet the evolving needs of creative, media, and advertising industries through combined investment in content creation, event coverage, and product and technology innovation; Expected annual cost synergies between $150 million and $200 million by year three; Expected to be accretive to earnings and cash flow beginning in year two; Under the terms of the agreement, which was unanimously approved by the Boards of Directors of both companies, Shutterstock stockholders at close can elect to receive one of the following: $28.84870 per share in cash for each share of Shutterstock common stock they own, 13.67237 shares of Getty Images common stock for each share of Shutterstock common stock they own, or a mixed consideration of 9.17 shares of Getty Images common stock plus $9.50 in cash for each share of Shutterstock common stock they own. Shutterstock shareholder elections at close are subject to proration to ensure that the aggregate consideration payable by Getty Images consist of $9.50 in cash per Shutterstock share as of immediately before close and 9.17 shares of Getty Images stock per Shutterstock share as immediately before close; At close, Getty Images stockholders will own approximately 54.7% and Shutterstock stockholders will own approximately 45.3% of the combined company on a fully diluted basis. Shutterstock will, at the discretion of its Board of Directors, continue to declare and pay quarterly cash dividends, in accordance with its dividend policy, pending the close of the transaction; The transaction is subject to the satisfaction of customary closing conditions, including receipt of required regulatory approvals, the approval of Getty Images and Shutterstock stockholders and the extension or refinancing of Getty Images existing debt obligations; Valuation: 7.1x EPS (2026E), 4.4x EBITDA (2026E), 2.8x Adj EBITDA after synergies (2026E), 1.28x sales (2026E); Following execution of the Merger Agreement, on January 7, 2025, Getty Images delivered to Shutterstock a written consent (the Getty Images Stockholder Written Consent) executed by Getty Investments L.L.C., Mark Getty, the October 1993 Trust, The Options Settlement and Koch Icon Investments, LLC, collectively holding approximately 66% of the outstanding shares of Class A Common Stock, par value $0.0001 per share (Getty Images Common Stock) and thereby constituting a majority of the outstanding shares of Getty Images Common Stock, approving the issuance (the Getty Image Stock Issuance) of the Getty Images Common Stock in connection with the Transactions by the Getty Images stockholders (the Getty Images Stockholder Approval). No further approval of the Getty Images stockholders is required to approve the Getty Images Stock Issuance; Outside date January 6, 2026, subject to successive automatic extensions until as late as October 6, 2026; Mr. Oringer has committed to vote his shares of Shutterstock Common Stock (representing approximately 31% of the total voting power of the issued and outstanding Shutterstock Common Stock) in favor of, among other things, the adoption of the Merger Agreement and the approval of the Transactions and the other transactions contemplated thereby at any meeting of the Shutterstock stockholders called to vote upon the Transactions, and against any action or proposal in favor of any Shutterstock takeover proposal and certain other matters. In addition, Mr. Oringer has agreed to (a) certain restrictions on transfers of his shares of Shutterstock Common Stock and associated voting rights, (b) waive any appraisal rights to which he may be entitled pursuant to applicable law in connection with the Transactions and (c) cooperate with Getty Images in connection with seeking regulatory approvals required in connection with the Transactions. The Voting Agreement will terminate upon the earlier of (i) the termination of the Merger Agreement in accordance with its terms, (ii) the closing, or (iii) any amendment to the Merger Agreement that adversely affects the consideration payable to Mr. Oringer; The merger is expected to close in 12-18 months; Background: Initial contact was made in early 2024, when Gettys chairman Mark Getty informally discussed merger interest with Shutterstock via their advisor, Allen & Company. After early-stage discussions paused, interest reignited in August 2024 when Shutterstock asked Allen & Company to reconnect with Getty. This led to both parties signing a mutual nondisclosure agreement in October 2024 and beginning due diligence. Between October and December 2024, Getty and Shutterstock held extensive meetings and exchanged financial and strategic data. Each company worked closely with its respective financial advisorsBerenson for Getty and Allen & Company for Shutterstockto shape transaction terms. Discussions involved forecasts, financial modeling, and the development of multiple term sheets. By November 2024, Getty proposed a merger with a 55/45 economic split in favor of Getty and a $5.00 per share cash payment to Shutterstock shareholders. Shutterstock countered with a 50/50 split and a $7.50 cash component. The companies continued negotiating, moving toward middle ground: a 54.5/45.5 split and $6.25 per share in cash. Negotiations extended into January 2025, with financing, regulatory approval, and equity award treatment as key open issues. Final terms included a 9.17-to-1 share exchange ratio, $6.25 in cash per Shutterstock share, and a board composition
|
>50% vote target; >50% vote acquiror (attained Jan 7 2025); HSR expiry (filed Jan 28 2025, pulled and refiled Mar 3 2025, Apr 2 2025 received second request from the DOJ); Extension or refinancing of Getty Images existing debt obligations; UK CMA (phase 1 inquiry launched Aug 22 2025, phase 2 inquiry launched Oct 20 2025);
|
|
TECK
|
NGLOY
|
Teck Resources Limited
|
Anglo American plc
|
09-September-25
|
31-December-26
|
Merger
|
Friendly
|
Mining
|
0.00000
|
2.66020
|
49.98000
|
16139.44434
|
0.01339
|
5.19046
|
|
0.79800
|
0.02
|
0.00
|
-2.09500
|
55.12046
|
49.93000
|
6.69201
|
0.14145
|
347
|
BMO / Ardea / Scotia
|
|
Wachtell / Stikeman / Freshfields / Felesky
|
|
Arrangement Agreement; Teck is a leading Canadian resource company focused on responsibly providing metals essential to economic development and the energy transition. Teck has a portfolio of world-class copper and zinc operations across North and South America and an industry-leading copper growth pipeline; At market merger of equals; US$800 million in pre-tax recurring annual synergies from combining both companies; Headquartered in Canada and committed to the heritage of both companies and their significant business leadership roles in Canada, South Africa and the UK; Special dividend to Anglo American shareholders of US$4.5 billion c.US$4.19 per share ahead of completion; Anglo American shareholders to own c.62.4% and Teck shareholders to own c.37.6% of Anglo Teck plc immediately post completion; Merger subject to customary closing and regulatory conditions, expected to complete within 12-18 months; Boards of Anglo American and Teck unanimously support and recommend the Merger; At or prior to completion, Anglo American and Teck will each nominate for appointment 50% of the non-executive directors of the Anglo Teck board, with Sheila Murray to serve as Chair of Anglo Teck upon completion. Upon completion, the executive directors of Anglo Teck plc will be Duncan Wanblad as CEO, Jonathan Price as Deputy CEO, and John Heasley as CFO. The CEO, Deputy CEO, and CFO and a significant majority of the senior executive team will be based in and reside in Canada, with the senior executive team including meaningful representation from South Africa and the UK; Prior to completion, Anglo American will seek shareholder approval to change its legal name to Anglo Teck plc from completion of the Merger and, from and after completion of the Merger, Anglo Teck will conduct its business under the Anglo Teck trade name; The global headquarters of Anglo Teck will be located in Canada; Anglo Teck will invest at least approximately CAD$4.5 billion over five years in Canada, including in respect of the Highland Valley Copper Mine Life Extension, improving critical minerals processing capacity at Trail, advancing potential major new copper mines in Northwestern British Columbia, supporting critical minerals exploration, innovation, skills training, research and jobs growth in Canada; Anglo Teck will also explore opportunities to add copper processing capacity at Trail and support the establishment of new critical minerals processing facilities in Canada; A substantial proportion of Anglo Tecks board of directors will be Canadian; Anglo American and Teck have entered into an agreement (the Arrangement Agreement) to effect the Merger by way of a plan of arrangement of Teck under the Canada Business Corporations Act. Subject to satisfaction of certain conditions, the Anglo American Board also intends to declare the Anglo American special dividend of US$4.5 billion (expected to be approximately US$4.19 per ordinary share) to be paid by Anglo American to its shareholders on the Anglo American register of members ahead of completion of the Merger. At completion of the Merger, each class A common share and class B subordinate voting share of Teck will be exchanged for 1.3301 ordinary shares of Anglo American. The plan of arrangement will require the approval of at least 662/3% of the votes cast in person or by proxy by class A common and class B subordinate voting shareholders of Teck, voting as separate classes, at a special meeting of shareholders. The plan of arrangement will also require customary court approval in Canada; The Merger is also subject to completion conditions customary for a transaction of this nature, including approval under the Investment Canada Act and competition and regulatory approvals in various jurisdictions globally; The Arrangement Agreement includes customary deal protections, including provisions that allow Anglo American and Teck to consider unsolicited acquisition proposals and for either board to terminate the transaction to accept a superior proposal (subject to a right to match) or to change its recommendation that shareholders vote to approve the Merger in those circumstances. A break fee in the amount of US$330 million will be payable by Anglo American or Teck in certain circumstances; In connection with the Merger, Temagami Mining Company Limited (Temagami), SMM Resources Incorporated (SMM), Dr. Norman B. Keevil and certain of the directors and executive officers of Teck and Anglo American, in respect of approximately 79.8% of the outstanding Teck class A common shares, 0.02% of the outstanding Teck class B subordinate voting shares, and 0.1% of the Anglo American shares, as applicable, have entered into customary voting agreements agreeing to vote those Teck or Anglo American shares, respectively, in favour of the Merger and against any competing acquisition proposals, which agreements prohibit voting for, supporting or participating in a competing transaction unless the applicable board has changed its recommendation that the shareholders vote to approve the Merger or the Arrangement Agreement is otherwise terminated; Valuation: 20.4x EPS (2026E), 4.7x EBITDA (2026E), 2.0x sales (2026E); Nov 26 2025 announced ISS and Glass Lewis recommend vote For;
|
66 2/3 vote target (attained); >50% vote acquiror (attained); HSR expiry; Competition Canada (filed Oct 24 2025, attained Nov 14 2025); Investment Canada (attained Dec 15 2025); Australia (attained as at Dec 15 2025); Chile; China SAMR; EC; Japan; Mexico; South Korea;
|
|
TGNA
|
NXST
|
TEGNA Inc.
|
Nexstar Media Group, Inc.
|
19-August-25
|
15-November-26
|
Merger
|
Friendly
|
Media
|
22.00000
|
0.00000
|
18.84000
|
6200.00000
|
0.43697
|
3.58250
|
-3.23294
|
|
0.02
|
0.53
|
0.00000
|
22.41250
|
18.83000
|
3.57250
|
0.23449
|
301
|
Allen
|
BofA / JPMorgan / GS
|
Wachtell / Covington
|
Kirkland / Wiley / Morrison
|
Definitive agreement; TEGNA Inc. helps people thrive in their local communities by providing the trusted local news and services that matter most. With 64 television stations in 51 U.S. markets, TEGNA reaches more than 100 million people monthly across the web, mobile apps, connected TVs, and linear television; Nexstar Media Group, Inc. is a leading diversified media company that produces and distributes engaging local and national news, sports and entertainment content across its television and digital platforms, including more than 316,000 hours of programming produced annually by its business units. Nexstar owns Americas largest local television broadcasting group comprised of top network affiliates, with more than 200 owned or partner stations in 116 U.S. markets reaching 220 million people; The new company will be better able to serve communities by ensuring the long-term vitality of local news and programming from trusted local sources and preserving the diversity of local voice and opinion. Nexstar will also be able to provide advertisers with an even greater variety of competitive local and national broadcast and digital advertising solutions to serve brands and consumers more effectively; Transaction has been unanimously approved by TEGNAs Board of Directors; Committed financing in place from BofA Securities, J.P. Morgan Chase N.A., and Goldman Sachs & Co. LLC to finance the transaction; Increases operational and geographic diversity and scale. Upon closing, Nexstar, together with its partners, will have 265 full-power television stations in 44 states and the District of Columbia and 132 of the countrys 210 television DMAs. The combined company will have stations in 9 of the top 10 DMAs, 41 of the top 50 DMAs, 62 of the top 75 DMAs and 82 of the top 100 DMAs, covering, in total, 80% of U.S. television households; Enhances presence in local DMAs. Nexstars station footprint overlaps with TEGNA in 35 of TEGNAs 51 DMAs, providing improved synergy potential in these markets; Extends footprint to additional contested election DMAs. The addition of strong Big-4 affiliates in key contested election DMAs, such as Phoenix, AZ, Atlanta, GA, Toledo, OH, and Portland, ME, will enhance the political advertising outlook for Nexstar in even-numbered years; Based on our estimates for 2025, Nexstar expects to generate annual net synergies of approximately $300 million from a combination of revenue synergies and net operating expense reductions; After giving effect to the transaction, the incurrence of transaction-related debt, transaction expenses, and expected synergies, Nexstar expects its net leverage ratio to be approximately 4x at closing with de-leveraging to current leverage levels in 2028. As of June 30, 2025, Nexstars total net leverage ratio was 3.19x; The transaction is subject to customary closing conditions, including TEGNA shareholder and regulatory approvals; The transaction is expected to close by the second half of 2026; Outside date August 18, 2026, subject to one three-month extension; Valuation: 7.0x EPS (2026E), 7.0x EBITDA (2026E), 2.05x sales (2026E); Background: After terminating a 2022 agreement to sell to Standard General (due to regulatory delays), TEGNA continued exploring industry consolidation opportunities following the 2024 U.S. presidential election, amid expectations that the Trump administration would ease regulations for broadcasters. JanApr 2025: TEGNA CEO Mike Steib and Nexstar CEO Perry Sook met to discuss industry trends but not a deal. April 23, 2025: Sook first expressed Nexstars interest in a potential combination, without financial terms. April 25, 2025: Sook reiterated interest and mentioned a change-of-control premium. Steib outlined the boards focus on value, regulatory certainty, and operational flexibility. April 29, 2025: TEGNAs board reviewed Nexstars outreach with Allen & Company and Wachtell Lipton. They agreed to consider a formal proposal but continued exploring other strategic opportunities. May 13, 2025: Nexstar made a non-binding offer of $20.00 per share (80% cash, 20% stock). May 20, 2025: The board deemed the price inadequate and stressed the need for regulatory assurances and flexibility. May 2230, 2025: Discussions explored alternatives: $20.00 cash/stock mix (original offer), $21.50 all-cash, an all-stock merger (no premium). May 30, 2025: Nexstar raised its bid to $22.00 per share, all cash, with commitments to focus solely on this deal and regulatory approval. May 31, 2025: The board viewed the $22.00 all-cash proposal as superior to other strategic options and authorized management to negotiate while continuing to evaluate alternatives. June 27, 2025: TEGNA and Nexstar signed confidentiality and clean team agreements. Negotiations through JulyAugust 2025 addressed regulatory obligations, operating covenants, termination fees, and employee retention. August 614, 2025: Party A, an industry peer, expressed interest and submitted a complex all-stock merger proposal requiring a spin-off and offering uncertain value and higher execution risk. The board determined Nexstars $22.00 all-cash bid provided superior, more certain value. August 18, 2025: TEGNAs board unanimously approved the Nexstar merger agreement and recommended shareholder approval. August 19, 2025: TEGNA and Nexstar announced the merger publicly;
|
>50% vote target; HSR expiry (filed Sept 30 2025, Oct 30 2025 received second request from the DOJ); FCC (filed Sept 30 2025);
|
|
THS
|
|
TreeHouse Foods, Inc.
|
F&B Investments III Inc. ("Investindustrial")
|
10-November-25
|
05-February-26
|
Merger
|
Friendly
|
Food
|
22.50000
|
0.00000
|
24.23000
|
2900.00000
|
0.38037
|
-0.70000
|
-7.17556
|
0.10000
|
0.01
|
0.00
|
1.00000
|
23.50000
|
24.20000
|
-0.71000
|
-0.45329
|
18
|
GS
|
Lazard / RBC / DB
|
Jones
|
Skadden / Paul
|
Definitive agreement; Industrial F&B Investments III Inc. ("Investindustrial"), an independently managed investment subsidiary of Investindustrial VIII SCSp, part of a leading European group of independently managed investment, holding, and advisory companies; Under the terms of the agreement, TreeHouse Foods shareholders will receive $22.50 per share in cash for each share of common stock owned at closing, and one non-transferable Contingent Value Right ("CVR") per common share. The CVR generally will provide a holder with an opportunity to receive certain net proceeds, if any are recovered, from certain ongoing litigation relating to part of TreeHouse Foods coffee business; The transaction, which has been unanimously approved by the TreeHouse Foods Board of Directors, is expected to close in the first quarter of 2026, subject to approval by TreeHouse Foods shareholders and satisfaction of regulatory approvals and other customary closing conditions; JANA Partners LLC, a 10% shareholder of TreeHouse Foods common stock, has entered into a customary voting agreement to vote in favor of the transaction at the special meeting of TreeHouse Foods shareholders to be held in connection with the transaction. The transaction is not subject to a financing condition; Under the terms of the definitive agreement, shareholders will receive one non-transferable CVR per share, which will provide holders with an opportunity to receive, on a per unit basis, 85% of net proceeds, if any are recovered, from the ongoing TreeHouse Foods, Inc. et al. v. Green Mountain Coffee Roasters, Inc. et al. litigation. Under the terms of the definitive agreement, shareholders will receive one non-transferable CVR per share, which will provide holders with an opportunity to receive, on a per unit basis, 85% of net proceeds, if any are recovered, from the ongoing TreeHouse Foods, Inc. et al. v. Green Mountain Coffee Roasters, Inc. et al. litigation; RBC Capital Markets, Deutsche Bank and KKR Capital Markets have provided Investindustrial with financing support for the transaction; Valuation: 10.6x EPS (2026E), 7.7x EBITDA (2026E), 0.85x sales (2026E); Outside date May 10, 2026; Background: TreeHouse Foods regularly reviewed its strategy and industry conditions and had an existing relationship with Investindustrial following the 2022 sale of its meal preparation business. In 2024 and early 2025, the board engaged Goldman Sachs, reviewed headwinds including slowing consumption and margin pressure, launched a cost reduction program, and authorized exploration of strategic alternatives. Multiple parties expressed interest, including strategic buyers and private equity firms, but several either withdrew, focused only on specific business segments, or moved too slowly to meet the boards timeline. By mid 2025, Party B proposed a whole company acquisition but later limited its interest to the snacks segment, which raised complexity and risk. The board broadened outreach and re engaged Investindustrial, which submitted a whole company offer in September 2025. Competing interest from other parties emerged but none produced a superior or timely proposal. Negotiations focused on valuation, deal certainty, and treatment of proceeds from the KGM litigation through a contingent value right. In November 2025, Investindustrial reduced its offer citing weaker performance and market conditions, but after further negotiation increased its bid to $22.50 per share with an agreed CVR structure and no go shop provision. The board determined this proposal provided the best available value given execution risk and alternatives. Goldman Sachs delivered a fairness opinion, and TreeHouse Foods and Investindustrial executed and announced the merger agreement on November 10, 2025;
|
>50% vote target; HSR expiry (filed Dec 11 2025, attained Dec 23); Competition Canada (filed Dec 15 2025, attained Dec 23 2025);
|
|
TRUE
|
|
TrueCar, Inc.
|
Fair Holdings, Inc. (Founder)
|
15-October-25
|
31-January-26
|
Merger
|
Friendly
|
Consumer
|
2.55000
|
0.00000
|
2.14000
|
227.00000
|
0.72297
|
0.42000
|
-0.65000
|
0.25000
|
0.02
|
0.39
|
0.00000
|
2.55000
|
2.13000
|
0.41000
|
139.15102
|
13
|
MS
|
B Riley
|
Alston
|
Joele
|
Definitive agreement; TrueCar, Inc. is one of the most recognized and trusted automotive digital marketplace brands; Fair Holdings, Inc. has informed the Company that it is negotiating with various financial and strategic investors to syndicate the financing of this transaction with equity investments. This group is expected to comprise seasoned leaders and institutions across automotive retail, finance, and technology (the "Syndicate"), which are integral to Fair Holdings operating plan and bring the expertise to scale TrueCars business. The proposed Syndicate is expected to reflect a unique blend of dealer, data, fintech, and mobility experience partners, united around a shared commitment to supporting TrueCar as the most transparent and trusted platform in auto retail; The transaction was unanimously approved by the TrueCar Board of Directors following the conclusion of an extensive strategic review process initiated in late 2024, which included discussions with a number of potential strategic and financial counterparties. The strategic process was overseen by TrueCars Board of Directors with the assistance of TrueCars external advisors; The transaction is expected to close in the fourth quarter of 2025 or early 2026 and includes a standard 30-day "go-shop" period expiring at 11:59 p.m. Pacific Time on November 13, 2025; Completion of the transaction is subject to approval by TrueCar stockholders, receipt of regulatory approvals, if necessary, and satisfaction of customary closing conditions; The transaction is being financed by a combination of an equity commitment from an affiliate of a large, innovative dealer group and cash on the Companys balance sheet. As noted above, the parties intend to raise additional capital from the Syndicate to finance a portion of the purchase price prior to closing. The buyer has agreed to pay a reverse termination fee to TrueCar if it fails to complete the transaction and in other customary circumstances, and the Companys other enforcement rights are subject to the receipt of an additional $60 million in financing commitments by the Syndicate. However, there can be no assurance that this additional financing will be secured; TrueCars largest collective stockholder, Caledonia (Private) Investments Pty Limited and Caledonia US, LP, has committed to vote in favor of the transaction; Concurrently with the execution and delivery of the Merger Agreement and the Equity Commitment Letter, the Investor funded and irrevocably deposited $15,000,000 (the Deposit Amount) with the Company on behalf of Parent for the sole purpose of either (i) satisfying any obligation of Parent to pay the Parent Termination Fee (as defined below) pursuant to the Merger Agreement or (ii) paying a portion of the aggregate Merger Consideration to be paid by Parent at the closing of the Transactions (the Closing). Until the earlier to occur of the termination of the Merger Agreement and the Closing, the Company must hold and invest the Deposit Amount in accordance with the terms of the Merger Agreement. If the Transactions are consummated pursuant to the terms of the Merger Agreement, then the Deposit Amount, together with any investment earnings and interest earned thereon, will be used to pay a portion of the aggregate Merger Consideration. If the Merger Agreement is validly terminated under circumstances obligating Parent to pay the Parent Termination Fee, then the Company will be entitled to permanently retain the Deposit Amount;
|
>50% vote target; HSR expiry;
|
|
TWO
|
UWMC
|
Two Harbors Investment Corp.
|
UWM Holdings Corporation
|
17-December-25
|
15-May-26
|
Merger
|
Friendly
|
Financial
|
0.00000
|
2.33280
|
13.53000
|
1300.00000
|
0.10082
|
0.23027
|
-1.02727
|
|
0.02
|
0.18
|
0.00000
|
13.73027
|
13.50000
|
0.33555
|
0.07960
|
117
|
Houlihan
|
BofA / Greenhill
|
Jones
|
Greenberg
|
Definitive merger agreement; Two Harbors Investment Corp. is an MSR-focused REIT and one of the largest servicers of conventional mortgages in the country through its wholly-owned subsidiary RoundPoint Mortgage Servicin; Transaction will extend UWMs leading industry positioning by expanding its servicing portfolio and capabilities, creating an even more profitable and resilient business; This transaction is expected to provide UWM with (i) expanded servicing expertise and scale as it continues to expeditiously bring servicing in-house, (ii) a high-quality $176 billion UPB MSR portfolio, nearly doubling its existing MSR portfolio to approximately $400 billion, which will create significant recurring revenues, and (iii) the opportunity for approximately $150 million of cost and revenue synergies on an annual basis to help drive meaningful earnings accretion; Upon completion of the transaction, UWM shareholders will own approximately 87% of the combined company on a pro forma fully diluted basis, while TWO shareholders will own approximately 13%; The transaction has been unanimously approved by the Boards of Directors of both UWMC and TWO. The transaction is expected to close in the second quarter of 2026, subject to approval of TWOs stockholders and the satisfaction of other closing conditions, including customary regulatory approvals; Valuation: 8.9x EPS (2026E); Outside date Dec 17 2026 ( automatically be successively extended to the date that is 15 months after the date of the Merger Agreement);
|
>50% vote target; HSR expiry;
|
|
TXNM
|
|
TXNM Energy
|
Blackstone Infrastructure
|
19-May-25
|
30-September-26
|
Merger
|
Friendly
|
Utilities
|
61.25000
|
0.00000
|
59.16000
|
11500.00000
|
0.27951
|
3.36750
|
-10.28938
|
|
0.02
|
0.25
|
0.00000
|
62.51750
|
59.15000
|
3.35750
|
0.08223
|
255
|
Wells / Citi
|
RBC / JPMorgan
|
Troutman
|
Kirkland
|
Agreement; TXNM Energy is an energy holding company based in Albuquerque, New Mexico, delivers energy to more than 800,000 homes and businesses across Texas and New Mexico through its regulated utilities, TNMP and PNM; Blackstone Infrastructure, with its $60 billion of assets under management, is focused on investing behind North American infrastructure platforms and leveraging its scale and expertise to support the growth of its portfolio companies. Blackstone Infrastructure has perpetual capital with no obligation to sell its investments, and is focused on long-term, multi-decade partnerships with the companies and communities in which it invests; Provides long-term infrastructure investment to support the continued build-out of PNM and TNMP in a rapidly changing energy environment, facilitating economic development during New Mexicos transition to clean energy and continued growth in Texas; TXNM Energy, PNM and TNMP to remain locally managed and operated with headquarters in New Mexico and Texas, retain employees and honor all union labor agreements; Customer rates will continue to be set by state regulators; Customers to receive a detailed package of benefits that will be developed after thorough and transparent engagement with stakeholders in New Mexico and Texas; Blackstone Infrastructure is funding the purchase price entirely with equity and does not anticipate increasing TXNM Energy leverage levels to fund the purchase of the company; Blackstone Infrastructure is also investing $400 million through the purchase of 8 million newly issued shares of TXNM Energy common stock at $50 per share, by way of a private placement agreement, to support TXNM Energys industry-leading growth plans. This issuance is expected to be completed in June 2025; The transaction is funded through equity and assumption of existing debt, and no incremental debt will be issued as a result of the transaction; Dividends payable to TXNM Energy shareholders are expected to continue through the closing of the transaction, subject to approval by the TXNM Energy Board of Directors; The transaction was unanimously approved by TXNM Energys Board of Directors and is estimated to close in the second half of 2026, subject to TXNM Energy shareholder approval, regulatory approvals and other customary closing conditions. Regulatory approvals are required from the NMPRC, PUCT, Federal Energy Regulatory Commission, Department of Justice (Hart Scott-Rodino Clearance), Nuclear Regulatory Commission and Federal Communications Commission; Formerly called PNM Resources Inc., TXNM owns two utilities serving more than 800,000 homes and businesses in New Mexico and Texas. The company had agreed to sell itself to Avangrid Inc., a US unit of Spains Iberdrola SA, for $4.3 billion in 2020 but the deal was scrapped after New Mexico regulators rejected the takeover; Valuation: 19.9x EPS (2026E), 11.0x EBITDA (2026E), 5.10x sales (2026E); Texas PUC has a 6-month time clock; New Mexico does not have time clock but expect 9-12 months review; Outside date: Aug 19 2026 (auto-extends to Dec 31 2026), plus additional 3-month extension; Pursuant to an equity commitment letter dated May 18, 2025 (the Equity Commitment Letter), BIP committed to provide Parent, at the consummation of the Merger, with an equity contribution in the amount set forth therein; In addition, pursuant to debt commitment letters (Debt Commitment Letters) delivered to Merger Sub, Royal Bank of Canada, MUFG Bank, Ltd., BNP Paribas, Sumitomo Mitsui Banking Corporation and Canadian Imperial Bank of Commerce have agreed to provide debt financing to Merger Sub following the Closing; Background: After a terminated merger with Avangrid in January 2024, TXNM re-engaged Wells Fargo in October 2024 to review alternatives, including restructuring or a sale. In December 2024, the Board decided to explore a sale, favoring infrastructure fund buyers over strategic buyers for reasons including financial strength and regulatory track records. In January 2025, TXNM formally hired Wells Fargo to run a sale process and contacted Blackstone Infrastructure and four other infrastructure funds (Parties A through D). First Round Bids (February 2025): Blackstone Infrastructure: $58/share. Party A: $60.25/share. Party D: $55/share. Party B and C did not submit bids. TXNM favored Blackstone and Party A due to financial strength and fit. Interim financing (PIPE) was part of the process. Narrowing the Field (March-April 2025): Party E submitted a late unsolicited bid ($60/share) but was slow to engage. Party A faced internal challenges and withdrew. Blackstone Infrastructure remained engaged and advanced discussions on regulatory approvals, financing, and interim PIPE funding. TXNMs stock price rose due to media leaks about the process. Party E and Party A failed to meet timelines or show capacity to complete a deal. Final Stages (April-May 2025): Blackstone submitted a second-round bid of $61/share for TXNM and $50/share for the PIPE. Blackstone agreed to a $61.25/share price and a $350M termination fee. Board Approval & Signing (May 2025): TXNMs Board reviewed fairness opinions (Wells Fargo, Citi) and the transactions benefits to shareholders and stakeholders. On May 18, 2025, TXNMs Board unanimously approved the merger with Blackstone Infrastructure. The PIPE closed on June 2, 2025 with TXNM issuing $400M in common stock to Blackstone Infrastructures affiliate; Aug 25 2025 announced that it filed regulatory applications with NMPRC, PUCT, and FERC; Dec 15 2025 reached a settlement with PUCT;
|
>50% vote target; HSR expiry; Public Utility Commission of Texas (filed Aug 25 2025); New Mexico Public Regulation Commission (filed Aug 25 2025); FERC (filed Aug 25 2025); NRC; FCC;
|
|
UBFO
|
CWBC
|
United Security Bancshares
|
Community West Bancshares
|
17-December-25
|
15-April-26
|
Merger
|
Friendly
|
Financial
|
0.00000
|
0.45200
|
10.56000
|
191.89999
|
0.04568
|
0.21656
|
-0.23853
|
|
0.04
|
0.48
|
0.00000
|
10.41656
|
10.20000
|
0.27884
|
0.11980
|
87
|
Piper
|
Janney
|
Stuart
|
Ottseon
|
Definitive merger agreement; United Security Bancshares is the holding company for United Security Bank, which was founded in 1987 and is headquartered in Fresno, California. United Security Bank provides a full range of commercial and personal banking services through a network of 13 full-service branch offices in Fresno, Bakersfield, Campbell, Caruthers, Coalinga, Firebaugh, Fowler, Mendota, Oakhurst, San Joaquin, and Taft; The Community West Bancshares and United Security Bancshares boards of directors have unanimously approved the transaction, which is expected to close in the second quarter of 2026, subject to customary closing conditions, including regulatory approvals and shareholder approval from both parties; Existing Community West Bancshares shareholders would own approximately 70.6% of the outstanding shares of the combined company following the merger and United Security Bancshares shareholders would own approximately 29.4%; Valuation: 1.437x TBV, 12.3x EPS (2026E); Signed CA October 10, 2025;
|
>50% vote target; >50% vote acquiror; Fed; FDIC; OCC;
|
|
UDMY
|
COUR
|
Udemy, Inc.
|
Coursera, Inc.
|
17-December-25
|
30-September-26
|
Merger
|
Friendly
|
Tech
|
0.00000
|
0.80000
|
4.96000
|
558.56421
|
0.18287
|
0.03400
|
-0.73651
|
|
0.07
|
0.04
|
0.00000
|
4.98400
|
4.95000
|
0.12223
|
0.03553
|
255
|
MS
|
Qatalyst
|
Wilson
|
Wachtell / Cleary
|
Definitive merger agreement; Udemy is an AI-powered skills acceleration platform transforming how companies and individuals across the world build the capabilities needed to thrive in a rapidly evolving workplace; Generates meaningful operating efficiencies, including anticipated annual run-rate cost synergies of $115 million within 24 months of closing, and enhances capacity for sustained investment in AI-driven platform innovation, rapid product development, and durable growth initiatives; Upon the closing of the transaction, existing Coursera stockholders are expected to own approximately 59% and existing Udemy stockholders are expected to own approximately 41% of the combined company; The transaction has been unanimously approved by the Boards of Directors of both Coursera and Udemy. The transaction is expected to close by the second half of 2026, subject to the receipt of required regulatory approvals, approval by Coursera and Udemy shareholders, and the satisfaction of other customary closing conditions; In connection with the transaction, Insight Venture Partners and New Enterprise Associates, key shareholders of Udemy and Coursera, respectively, as well as Andrew Ng, the Chairman of the Board of Directors of Coursera, have entered into support agreements and agreed to vote in favor of the transaction; Valuation: 12.9x EPS (2026E); 6.2x EBITDA (2026E), 0.69x sales (2026E); Outside date December 17, 2026 (automatically extended until March 17, 2027, and if as of the Termination Date, as so extended, certain conditions related to the receipt of regulatory approvals have still not been satisfied or waived, then the Termination Date will be automatically extended until June 17, 2027); Signed NDA November 24, 2025;
|
>50% vote target; >50% vote acquiror; HSR expiry;
|
|
VECO
|
ACLS
|
Veeco Instruments Inc.
|
Axcelis Technologies, Inc.
|
01-October-25
|
30-September-26
|
Merger
|
Friendly
|
Tech
|
0.00000
|
0.35750
|
32.54000
|
2004.08862
|
0.14710
|
0.29400
|
-3.88706
|
|
0.04
|
0.07
|
0.00000
|
32.60400
|
32.31000
|
0.92464
|
0.04121
|
255
|
UBS
|
JPMorgan
|
Morrison
|
Skadden
|
Definitive agreement; Veeco is an innovative manufacturer of semiconductor process equipment. Our laser annealing, ion beam, metal organic chemical vapor deposition (MOCVD), single wafer etch & clean and lithography technologies play an integral role in the fabrication and packaging of advanced semiconductor devices; Together, Axcelis and Veeco will be a leading semiconductor equipment company serving complementary, diversified and expanding end markets. The combined company will have an attractive operating profile, a robust R&D innovation engine and an expanded product portfolio with opportunities for cost and revenue synergies; Axcelis shareholders are expected to own approximately 58%, and Veeco shareholders are expected to own approximately 42%, of the combined company, on a fully diluted basis. The merger agreement was approved unanimously by the boards of directors of both companies; The combination will create the fourth largest U.S. wafer fabrication equipment supplier by revenue, delivering meaningful scale and resources to better compete throughout the global semiconductor equipment value chain; The transaction is expected to close in the second half of 2026, subject to approval by shareholders of both companies, the receipt of required regulatory approvals and the satisfaction of other customary closing conditions; Outside date September 30, 2026, subject to successive automatic extensions until as late as June 30, 2027 if the only remaining conditions to be satisfied are regulatory approvals; Signed NDA August 22, 2025; Valuation: 25.0x EPS (2026E), 19.8x EBITDA (2026E), 2.80x sales (2026E); Background: Axcelis and Veeco engaged in intermittent discussions beginning in 2021 around industry trends and potential collaboration, which evolved into formal merger discussions in 2024 following leadership changes and identification of strategic synergies. Both boards formed transaction or strategic planning committees to manage the process, with shared directors recusing themselves to address conflicts. From mid 2024 through mid 2025, the parties conducted extensive mutual due diligence, explored multiple transaction structures, and exchanged several non binding proposals. Early proposals involving mixed cash and stock or no premium were rejected, largely due to disagreements over valuation, exchange ratio, and post closing governance including board composition and CEO succession. Talks were paused in early 2025 due to these gaps, particularly around governance. Discussions resumed in mid 2025 as Veeco reconsidered strategic alternatives amid stock underperformance. Negotiations ultimately converged on an all stock merger of equals framework with detailed governance compromises. These included an agreed board composition, leadership roles, committee structure, and a fixed exchange ratio of 0.3575 Axcelis shares for each Veeco share, representing a meaningful premium. Following final due diligence, regulatory analysis, and fairness opinions from J.P. Morgan for Axcelis and UBS for Veeco, both boards unanimously approved the merger agreement on September 30 2025 excluding recused directors. The transaction was publicly announced on October 1 2025 after execution of definitive agreements;
|
>50% vote target; >50% vote acquiror; HSR expiry (filed Oct 29 2025, attained Nov 28 2025); EC; China SAMR (filed Nov 20 2025);
|
|
VTYX
|
LLY
|
Ventyx Biosciences, Inc.
|
Eli Lilly and Company
|
07-January-26
|
28-March-26
|
Merger
|
Friendly
|
Biotech
|
14.00000
|
0.00000
|
13.86000
|
1017.36200
|
0.89189
|
0.15000
|
-6.45000
|
0.10000
|
0.04
|
0.02
|
0.00000
|
14.00000
|
13.85000
|
0.14000
|
0.05464
|
69
|
Jefferies / Moelis
|
BofA
|
Wilson
|
Ropes
|
Definitive agreement; Ventyx Biosciences, Inc. is a San Diego-based clinical-stage biopharmaceutical company focused on developing innovative oral therapies for patients with inflammatory-mediated diseases; Ventyx is developing a pipeline of small molecule therapeutics, including NLRP3 inhibitors, designed to treat inflammation across a broad range of disease states with high unmet need. These include opportunities across cardiometabolic disorders, neurodegenerative diseases and inflammatory disorders. The companys clinical-stage programs target key immune pathways with the goal of offering improved efficacy and safety compared to existing treatments; Under the terms of the agreement, Lilly will acquire all of the outstanding shares of Ventyx for $14.00 per share of common stock in an all-cash transaction (equal to an aggregate equity value of approximately $1.2 billion). The transaction is not subject to any financing condition and is expected to close in the first half of 2026, subject to approval by Ventyx stockholders and satisfaction of other customary closing conditions, including regulatory approvals; The boards of directors of both companies have approved the transaction; To demonstrate their commitment to the transaction, entities affiliated with New Science Ventures and all directors and officers of Ventyx have signed voting and support agreements whereby they agree to vote to approve the transaction. The shares subject to the agreements represent a total of approximately 10% of Ventyxs outstanding common stock; Outside date October 7, 2026 (automatically be extended to 11:59 p.m. Eastern Time, on January 7, 2027); Signed CA July 2, 2024;
|
>50% vote target; HSR expiry;
|
|
WBD
|
PSKY
|
Warner Bros. Discovery, Inc.
|
Paramount, a Skydance Corporation
|
08-December-25
|
31-March-27
|
Tender Offer
|
Hostile
|
Media
|
30.00000
|
0.00000
|
28.28000
|
100000.00000
|
1.39234
|
1.74000
|
-15.72000
|
|
0.00
|
0.10
|
0.00000
|
30.00000
|
28.26000
|
1.73000
|
0.05088
|
437
|
Allen / JPMorgan / Evervore
|
Centerview / RedBird / BofA / Citi / M Klein
|
Wachtell / Debevoise
|
Cravath / Latham
|
Unsolicited tender offer launched Dec 8 2025 at $30.00 cash per share; Offer provides superior value, and a more certain and quicker path to completion to WBD shareholders; Equity to be backstopped by Ellison Family and RedBird Capital in addition to debt fully committed by Bank of America, Citi and Apollo; Obligation to take offer directly to WBD shareholders over concerns they were not presented most compelling and superior transaction; Netflix transaction provides WBD shareholders with inferior and uncertain value, a protracted and uncertain multi-jurisdictional regulatory clearance process, a complex and volatile mix of equity and cash, and ownership of Global Networks as a standalone overleveraged company whose future trading value is uncertain; Combined business will execute on a $6+ billion cost synergy opportunity, in addition to the more than $3 billion in standalone cost efficiencies that Paramount expects to achieve in its current transformation plans; The proposed transaction will not be subject to any financing condition and will be financed by new equity backstopped by Paramounts well-capitalized principal equity holders, and $54 billion of debt commitments from Bank of America, Citi and Apollo; Valuation: 12.5x EBITDA (2026E), 2.92x sales (2026E); Background: Paramount and Warner Bros. held intermittent merger discussions in 2023 and 2024 that did not result in an agreement. After Paramount completed its merger with Skydance in August 2025 and Warner Bros. announced plans to separate its business, Paramount began pursuing Warner Bros. more urgently. Between September and December 2025, Paramount made six increasingly higher acquisition proposals, raising its offer from $19 per share to $30 per share in all cash. Each proposal emphasized committed financing, regulatory certainty, and speed to close. Warner Bros. repeatedly rejected the offers, provided minimal written feedback, and declined to engage in substantive negotiations or document markups. Paramount ultimately submitted a fully financed $30 per share all cash offer on December 4, 2025, backed entirely by the Ellison family and RedBird, with signed debt commitments and no regulatory financing conditions. Warner Bros. did not respond to the proposal or request further changes. Later on December 4, news reports indicated Warner Bros. had entered exclusivity with Netflix. On December 5, Warner Bros. announced a merger agreement with Netflix valued at $27.75 per share using a mix of cash and stock and subject to debt adjustments and higher regulatory risk. Paramount contends its offer was superior in value, certainty, and regulatory path, and that Warner Bros. failed to conduct a fair or interactive sale process. Paramounts board approved proceeding with a tender offer, which was formally launched on December 8, 2025; Dec 17 2025 WBD rejected PSKY tender offer, reiterates support of NFLX merger; Background: The WBD Board spent much of 2024 and 2025 evaluating strategic alternatives, including a planned tax free separation of its Global Linear Networks and Streaming and Studios businesses. During this period, WBD received multiple unsolicited acquisition proposals from PSKY, which the Board repeatedly rejected due to inadequate valuation, lack of voting rights for WBD stockholders, weak or conditional equity financing, significant regulatory uncertainty, and restrictive interim operating covenants that threatened WBDs financial flexibility. After media leaks and renewed PSKY interest in September 2025, WBD initiated a formal strategic alternatives review in October 2025. This process attracted interest from several parties, most notably Netflix and Company A, alongside PSKY. Netflix and Company A entered the process promptly, signed confidentiality agreements, and engaged constructively in diligence. PSKY was slower to engage, sought unusual concessions, and repeatedly violated process norms and confidentiality expectations. Following revised bids on December 1, 2025, the WBD Board determined that Netflix offered the best combination of value, certainty, regulatory protection, and operational flexibility. Netflix improved its proposal further by increasing cash consideration, strengthening regulatory commitments, and agreeing to flexible interim covenants. In contrast, PSKYs final proposals continued to present substantial execution risk, opaque financing backed by a revocable trust rather than firm family commitments, heightened regulatory exposure due to foreign investors, and inflexible financing constraints.On December 4, 2025, after extensive deliberation and receipt of fairness opinions from its financial advisors, the WBD Board unanimously approved the Netflix merger agreement and recommended it to stockholders. WBD and Netflix executed the merger agreement that evening and announced the transaction the following morning. PSKY subsequently launched an unsolicited tender offer on substantially the same terms previously rejected by the Board. After reviewing the offer and its associated risks, the WBD Board unanimously recommended that stockholders reject the PSKY offer and reaffirmed its recommendation in favor of the Netflix merger; Dec 22 2025 PSKY added irrevocable personal guarantee from Larry Ellison for $40.4 billion of equity financing; Jan 7 2026 WBD board rejected PSKY tender offer, does not meet the criteria of a "Superior Proposal"; Jan 12 2026 PSKY announced intention to launch proxy battle;
|
>50% tender; HSR expiry (filed Dec 8 2025); EC; Competition Canada; UK CMA;
|
|
WBD
|
NFLX
|
Warner Bros. Discovery, Inc.
|
Netflix Inc
|
05-December-25
|
05-June-27
|
Merger
|
Friendly
|
Media
|
27.75000
|
0.00000
|
28.28000
|
82700.00000
|
1.37241
|
1.48000
|
-15.73000
|
|
0.03
|
0.09
|
2.00000
|
29.75000
|
28.27000
|
1.47000
|
0.03745
|
503
|
Allen / JPMorgan / Evervore
|
Moelis / Wells / BNP / HSBC
|
Wachtell / Debevoise
|
Skadden
|
Definitive agreement; Netflix will acquire Warner Bros., including its film and television studios, HBO Max and HBO; The transaction is expected to close after the previously announced separation of WBDs Global Networks division, Discovery Global, into a new publicly-traded company, which is now expected to be completed in Q3 2026; The Company also expects to realize at least $2-3 billion of cost savings per year by the third year and expects the transaction to be accretive to GAAP earnings per share by year two; Under the terms of the agreement, each WBD shareholder will receive $23.25 in cash and $4.501 in shares of Netflix common stock for each share of WBD common stock outstanding at the closing of the transaction. The transaction values Warner Bros. Discovery at $27.75 per share, implying a total equity value of approximately $72.0 billion and an enterprise value of approximately $82.7 billion; In June 2025, WBD announced plans to separate its Streaming & Studios and Global Networks divisions into two separate publicly traded companies. This separation is now expected to be completed in Q3 2026, prior to the closing of this transaction. The newly separated publicly traded company holding the Global Networks division, Discovery Global, will include premier entertainment, sports and news television brands around the world including CNN, TNT Sports in the U.S., and Discovery, free-to-air channels across Europe, and digital products such as Discovery+ and Bleacher Report; The stock component is subject to a collar under which WBD shareholders will receive Netflix stock valued at $4.50 per share, provided the 15-day volume weighted average price ("VWAP") of Netflix stock price (measured three trading days prior to closing) falls between $97.91 and $119.67. If the VWAP is below $97.91, WBD shareholders will receive 0.0460 Netflix shares for each WBD share. If the VWAP is above $119.67, WBD shareholders will receive 0.0376 Netflix shares for each WBD share; Wells Fargo is acting as an additional financial advisor and, along with BNP and HSBC, is providing committed debt financing related to the transaction; Prior to the consummation of the Merger, WBD and a newly formed subsidiary of WBD (SpinCo) will enter into a Separation and Distribution Agreement (the Separation and Distribution Agreement), pursuant to which WBD will, among other things, engage in an internal reorganization, including the Holdco Merger, whereby it will transfer to SpinCo its Global Linear Networks business and certain other assets, and SpinCo will assume from WBD certain liabilities associated with such business (the Separation). WBD will retain the Retained Business, and all other assets and liabilities not transferred to SpinCo, including WBDs Streaming & Studios businesses. Following the Separation and prior to the Merger, WBD will distribute all of the issued and outstanding common stock of SpinCo to the holders of outstanding shares of WBD common stock, par value $0.01 per share (the WBD Common Stock), on a pro rata basis (the Distribution) in accordance with the terms and subject to the conditions of the Separation and Distribution Agreement; In connection with the Merger Agreement, Netflix entered into a commitment letter, dated as of December 4, 2025 (the Debt Commitment Letter), among Netflix, Wells Fargo Bank, National Association (WFBNA), Wells Fargo Strategic Capital, Inc. (WFSCI and, together with WFBNA, Wells Fargo Lender), Wells Fargo Securities, LLC (Wells Fargo Securities and, together with Wells Fargo Lender, Wells Fargo), BNP Paribas (BNPP), BNP Paribas Securities Corp. (BNPPSC and, together with BNPP, BNP), HSBC Bank USA, National Association (HSBC USA), HSBC Continental Europe (HSBC Europe), HSBC Bank plc (HSBC Bank), HSBC Bank Middle East Limited (HSBC Middle East and, together with HSBC USA, HSBC Europe, HSBC Bank and HSBC Middle East, HSBC Lender), HSBC Securities (USA) Inc. (HSI and, together with HSBC Lender, HSBC and, together with Wells Fargo and BNP, collectively, the Commitment Parties), pursuant to which the Commitment Parties have agreed to provide, subject to the satisfaction of customary closing conditions, up to $59,000,000,000 of senior unsecured bridge term loans for the purpose of financing the cash portion of the purchase price required under the Merger Agreement, to pay certain fees, costs and expenses incurred in connection with the transactions contemplated by the Merger Agreement and the Debt Commitment Letter and, at the option of Netflix, to refinance certain indebtedness; Outside date March 4, 2027 (subject to two automatic three (3)-month extensions); Signed CA October 26, 2025; Valuation: 9.5x EBITDA (2026E), 2.23x sales (2026E); Dec 17 2025 WBD rejected PSKY tender offer, reiterates support of NFLX merger; Background: The WBD Board spent much of 2024 and 2025 evaluating strategic alternatives, including a planned tax free separation of its Global Linear Networks and Streaming and Studios businesses. During this period, WBD received multiple unsolicited acquisition proposals from PSKY, which the Board repeatedly rejected due to inadequate valuation, lack of voting rights for WBD stockholders, weak or conditional equity financing, significant regulatory uncertainty, and restrictive interim operating covenants that threatened WBDs financial flexibility. After media leaks and renewed PSKY interest in September 2025, WBD initiated a formal strategic alternatives review in October 2025. This process attracted interest from several parties, most notably Netflix and Company A, alongside PSKY. Netflix and Company A entered the process promptly, signed confidentiality agreements, and engaged constructively in diligence. PSKY was slower to engage, sought unusual concessions, and repeatedly violated process norms and confidentiality expectations. Following revised bids on December 1, 2025, the WBD Board determined that Netflix offered the best combination of value, certainty, regul
|
>50% vote target; HSR expiry (filed Dec 17 2025, received second request from DOJ Jan 16 2026); EC; Competition Canada; Completion of the separation of Discovery Global (WBDs Global Networks business); UK CMA;
|
|
WTRG
|
AWK
|
Essential Utilities, Inc.
|
American Water Works Company, Inc.
|
27-October-25
|
31-March-27
|
Merger
|
Friendly
|
Utilities
|
0.00000
|
0.30500
|
39.33000
|
19921.30664
|
0.04792
|
1.16970
|
-0.67925
|
|
0.02
|
0.63
|
0.00000
|
40.42970
|
39.26000
|
2.50321
|
0.05298
|
437
|
Moelis
|
BofA
|
Gibson
|
Skadden
|
Definitive agreement; Essential Utilities, Inc. delivers safe, clean, reliable services that improve quality of life for individuals, families, and entire communities. With a focus on water, wastewater and natural gas, Essential is committed to sustainable growth, operational excellence, a superior customer experience, and premier employer status; Each companys board of directors has unanimously approved a definitive agreement to combine in an all-stock, tax-free merger as a leading regulated U.S. water and wastewater public utility with a pro forma market capitalization of approximately $40 billion and a combined enterprise value of approximately $63 billion; Upon completion of the merger, American Water shareholders will own approximately 69% and Essential shareholders will own approximately 31% of the combined company on a fully diluted basis; The transaction is expected to be accretive to American Waters earnings per share in the first year following close, and the combined company expects to maintain American Waters 7-9% earnings per share and dividend growth targets post close; The transaction is expected to close by the end of the first quarter of 2027, subject to customary closing conditions, including, among others, approval from each companys shareholders, clearance under the Hart-Scott-Rodino Act, and regulatory approvals, including approval from the applicable public utility commissions; Valuation: 19.3x EPS (2026E), 14.1x EBITDA (2026E), 8.16x sales (2026E); Outside date April 26, 2027, which date may be extended for a period of three months up to two times, until October 26, 2027; Signed CA August 25, 2025; Background: American Water and Essential had a long history of periodic discussions as neighboring utilities, with prior talks remaining exploratory. In mid 2025, newly appointed American Water CEO John Griffith re-engaged Essential CEO Christopher Franklin, leading to renewed dialogue about a potential all-stock merger. By July and August 2025, both boards authorized management to pursue discussions, aligned on strategic rationale, governance concepts, leadership roles, and a premium for Essential shareholders, and entered into a confidentiality agreement. From late August through October 2025, the parties conducted extensive mutual due diligence, negotiated a detailed merger agreement, and refined key terms including board composition, executive roles, regulatory commitments, termination fees, and the exchange ratio. Financial advisors BofA Securities and Moelis provided analyses and fairness opinions to their respective boards. After multiple board meetings and revisions to transaction documents, both boards unanimously approved the merger agreement in late October 2025. The merger agreement was executed on October 26, 2025, and the transaction was publicly announced on October 27, 2025, followed by a joint investor call;
|
>50% vote target; >50% vote acquiror; HSR expiry; Public utility commissions ( IL, KY, NJ, NC, PA, TX, VA);
|
|
ZEUS
|
RYI
|
Olympic Steel, Inc.
|
Ryerson Holding Corporation
|
28-October-25
|
15-February-26
|
Merger
|
Friendly
|
Industrial
|
0.00000
|
1.71050
|
49.40000
|
714.15424
|
0.35121
|
0.15556
|
-12.61326
|
|
0.02
|
0.01
|
0.00000
|
49.12556
|
48.97000
|
0.24763
|
0.06796
|
28
|
Keybanc / Houlihan
|
JPMorgan
|
Jones
|
Willkie
|
Definitive agreement; Olympic Steel, Inc. is a leading U.S. metals service center; Ryerson Holding Corporation is a leading value-added processor and distributor of industrial metals; The merger will enhance the combined companys presence as the second-largest North American metals service center and represents a highly compatible strategic match as it will bring Olympic Steels complementary footprint, capabilities, and product offerings into Ryersons intelligently interconnected network of value-added service centers. The transaction is expected to generate approximately $120 million in annual synergies by the end of year two via procurement scale, efficiency gains, commercial enhancement, and network optimization; Olympic Steel shareholders will receive 1.7105 Ryerson shares of common stock for every Olympic Steel share of common stock owned and will own approximately 37% of the combined company; The merger is expected to be immediately accretive to shareholders of the combined entity and is expected to result in a reduced pro-forma leverage ratio of less than three times, assuming partial credit for synergies; The deal is expected to close in the first quarter of 2026, subject to the satisfaction or waiver of customary closing conditions and the receipt of regulatory and shareholder approvals; Valuation: 17.6x EPS (2026E), 8.2x EBITDA (2026E), 0.36x sales (2026E); Outside date April 28, 2026 (which date may be extended to July 28, 2026 if certain regulatory approvals have not been obtained); Background: Olympic Steel and Ryerson regularly evaluated strategic alternatives and had intermittent discussions about a potential combination, including talks in late 2023 that were paused after determining the deal was not accretive. Discussions restarted in mid 2025 following informal meetings between senior executives. In August 2025, Ryerson engaged J P Morgan, held board discussions, and submitted a preliminary all stock proposal valuing Olympic Steel at $37 per share and implying 36 percent ownership for Olympic Steel shareholders. Olympic Steels board reviewed the proposal, engaged KeyBanc and later Houlihan Lokey, and authorized further diligence and negotiations. The parties executed a new NDA, exchanged diligence, and refined financial analyses through September and early October. Olympic Steel countered with a higher exchange ratio seeking increased ownership, leading to negotiations that settled near a 37 percent ownership stake. Draft merger agreements were negotiated through October, including termination rights, fees, and executive employment arrangements. Executive compensation and retention issues were resolved through equity incentive arrangements in lieu of severance. Both boards received financial advisor fairness opinions and extensive legal and financial briefings. On October 28, 2025, the boards of Olympic Steel and Ryerson approved the merger agreement and executed the transaction, recommending approval to their respective shareholders;
|
>50% vote target; >50% vote acquiror; HSR expiry (filed Nov 26 2025, attained Dec 17 2025);
|