Top 100 Biggest Merger & Acquisition Deals of All Time (Ranked by Value)
Here is the top 100 ranking of the largest M&A deals of all time, ranked by combined deal value.
BHP Billiton Limited, the listed Australian diversified natural resources company, has agreed to acquire the entire share capital of Rio Tinto Plc, the UK based mining group, for an equity consideration of AUD 162.026bn (USD 147.094bn).
Under the terms of the agreement, BHP Billiton will acquire the whole of the issued share capital of Rio Tinto plc, or 997,542,790 shares, at an exchange ratio of 3.4 BHP Billiton shares per Rio Tinto plc share, consisting of 80% BHP Billiton plc shares and 20% BHP Billiton Limited shares, and the whole of the issued share capital of Rio Tinto Limited, or 285,743,432 shares excluding the 171,072,520 shares already held by Rio Tinto plc through Tinto Holdings Australia Pty Limited, at an exchange ratio of 3.4 BHP Billiton Limited shares per Rio Tinto Limited share.
A Maximum of 2231.5m new BHP Billiton Ltd shares will be issued and 2713.316m new BHP Billiton plc shares will be issued based on the exchange ratio.
The transaction will lead to a total dilution of 44% of the aggregate existing share capital of BHP plc and BHP Ltd.
The consideration is based on BHP Billiton Ltd’s closing share price of AUD 39.32 (USD 35.78) per share and BHP Billiton Plc’s closing share price of GBP 16.49 (USD 32.58) per share.
The consideration corresponds to an offer price of GBP 56.07 (USD 110) for the shares acquired with BHP Billiton Plc shares.
This offer price represents a premium of 3.18% over Rio Tinto’s closing share price of GBP 54.34 (USD 106.59) per share on 5 February 2008, the last trading day prior to the announcement, and a premium of 7.52% over Rio Tinto’s closing share price of GBP 52.15 (USD 102.29) per share on 4 January 2008, one month prior to the announcement.
The transaction is expected to create a gigantic natural resources group to leverage on the operational synergies.
It is estimated that synergies will contribute to a total incremental EBITDA of USD 3.7bn per annum within 7 years of completion.
It is roughly USD 0.35 per share on the enlarged share capital basis.
On 8 November 2007, BHP announced its approach to Rio Tinto which was rejected by the board of Rio Tinto.
The UK takeover code imposed a put-up or shut-up clause on BHP to make a formal offer by 6 February 2008.
On 4 February 2008, Rio Tinto announced that Alcoa together with Chinalco had acquired a 12% stake in Rio Tinto.
Upon successful completion of the offers, BHP Billiton will propose a capital management programme to maintain Rio Tinto's single A credit rating and buy-back shares of up to USD 30bn in value. BHP Billiton intends to retain the PLC structure and its current progressive dividend policy.
Completion of the transaction is subject to approval from the European Commission, the Foreign Investment Review Board in Australia, the Australian Consumer & Competition Commission, and clearance under the Hart-Scott Rodino act in the US and from the Competition Bureau in Canada.
It is also subject to approval from BHP Billiton shareholders, to a minimum of 50% acceptances and to Rio Tinto declaring 2007 final dividend not exceeding USD 0.832 per share, 2008 interim div not exceeding USD 0.676 per share and 2008 final dividend not exceeding USD 0.946 per share.
UPDATE 7 February 2008: The boards of Rio Tinto have rejected the offer made by BHP and expressed that the offer has undervalued the company.
UPDATE 6 June 2008: ACCC has announced that it has received a submission from BHP that enables it to commence market inquiries into the proposal acquisition of Rio Tinto. Further details will be given at a later stage.
UPDATE 3 July 2008: The US Department of Justice and the Federal Trade Commission have granted early termination of the Hart-Scott-Rodino waiting period and the anti-trust division of the Department of Justice has concluded its review without further action.
This termination fulfills part of the pre-conditions of the transaction.
Update 1 October 2008: The Australian Competition and Consumer Commission has concluded that the transaction is unlikely to substantially lessen competition and that it will not object to the acquisition.
The Australian merger control pre-condition has been satisfied.
UPDATE 25 November 2008: BHP Billiton Ltd announced that a completion of the offer for Rio Tinto would not be in the best interest of BHP's shareholders mainly due to the uncertainty of the global economy, and concerns over the falling commodity prices as well as difficulties associated with divesting of assets.
BHP Billiton expects the European Commission to announce required divestments in iron ore and metallurgical coal as remedies, which BHP considers as contributing to the cost and risk of the transaction based on the current economic circumstances.
Without remedies BHP can expect the European Commission to withhold the clearance.
The EC review process will supposedly last until mid January 2009.
BHP Billiton also noted that in case that the transaction receives approval by the European Commission, the acquisition will still need to be approved by BHP Billiton’s shareholders.
Accordingly, the company's Board of Directors will advise its shareholders to vote against the proposed acquisition at the company's Extraordinary General Meetings.
BHP Billiton expects to write off approximately USD 450m of incurred costs in connection with this transaction.
UPDATE 26 November 2008: The Panel on Takeovers and Mergers has announced that after consulting the European Commission and due to the fact that BHP Billiton will not offer any remedies to the European Commission in order to obtain approval for the acquisition of Rio Tinto, the precondition of the transaction related to approval by the European Commission can no longer be satisfied.
As a result the offer is considered lapsed. Each of the parties confirmed that they agree with this decision.
Vodafone made an unsolicited takeover offer for Mannesmann on the basis of 53.7 of its shares for each Mannesmann share.
On November 29 1999 Mannesmann's Supervisory Board unanimously endorsed the decision of the Executive Board to oppose the hostile takeover attempt by Vodafone AirTouch.
Following this expected rebuff, Vodafone set about making terms for a revised offer.
On 3 February 2000, a renewed offer of 58.9646 Vodafone shares for each German share was unanimously recommended by the Mannesmann board.
The deal ensured that Mannesmann Shareholders will hold 49.5% of the merged unit.
The Combined Group will be the worlds leading international mobile telecommunications operator with over 42 million customers and the potential to serve 510 million customers.
Together Vodafone and Mannesmann will have an unmatched European position.
Verizon Communications Inc. has signed a definitive agreement to acquire a 45% stake in Verizon Wireless Inc from Vodafone Group Plc.
Verizon Communications Inc., the listed US based company headquartered in New York, New York, is engaged in providing communications, information and entertainment products and services to consumers, businesses and governmental agencies.
Verizon Wireless Inc, the US based company headquartered in Basking Ridge, New Jersey, is engaged in providing wireless voice and data services and related equipment to consumers and business customers.
Vodafone Group Plc, the listed UK based mobile communications company headquartered in Newbury, Berkshire, is engaged in providing a range of communications services.
Terms:
* Verizon Communications has agreed to pay a total consideration of USD 124.1bn, which will be satisfied in the following ways:
* USD 58.9bn will be paid in cash.
* USD 60.2bn will be paid through the issue of its new equity shares.
* USD 5bn will be paid through the issue of loan notes.
* Concurrently, Verizon Communications will sell its 23.1% stake in Vodafone Italy to Vodafone Group for a value of USD 3.5bn.
* Verizon Communications has also agreed to assume USD 2.5bn of net liabilities relating to Verizon Wireless Inc.
* Verizon has the right to increase the cash portion of the total consideration by up to USD 15bn, and accordingly decrease the number of new Verizon shares to be issued.
Financing:
* Verizon Communications will fund the cash portion of the transaction through a fully executed USD 61bn bridge credit facility.
* The debt facility will be provided by JPMorgan, Barclays, Bank of America Merrill Lynch and Morgan Stanley Senior Funding.
Termination Fee:
* Vodafone has agreed to pay Verizon a termination fee of USD 1.55bn if its board of directors changes its recommendation to its shareholders or if its shareholders do not approve the transaction.
* Verizon has agreed to pay Vodafone a termination fee of:
* USD 4.64bn if Verizon board of directors changes its recommendation to its shareholders or if its shareholders do not approve the transaction.
* USD 1.55bn if Verizon shareholders do not approve the transaction.
* USD 10bn if Verizon is unable to complete by reason that the full proceeds of its financing are not available at completion.
Rationale:
* This transaction will enable both Vodafone and Verizon to execute on their long-term strategic objectives.
* It will enhance the ability of Verizon Communications to provide its customers with seamless and integrated services.
* It will enable Verizon Communications to operate more efficiently and can continue to focus on producing more seamless and integrated products and solutions.
* It will enable Verizon to strengthen and improve its products and businesses.
* The full ownership of Verizon Wireless will provide Verizon Communications with increased opportunities in the enterprise and consumer wireline markets.
* The proceeds from the transaction will enable Vodafone to provide substantial returns to individual shareholders and to the investment funds.
* With this transaction, Verizon Wireless will be better equipped to take advantage of the changing competitive dynamics in the market and thereby capitalize on the continuing evolution of consumer demand for wireless, video and broadband services.
Post Deal Details:
* Upon completion, Verizon Wireless will operate as a wholly owned subsidiary of Verizon Communications.
* Also, Vodafone Italy will become a wholly owned subsidiary of Vodafone Group.
* This transaction is expected to be immediately accretive to Verizon’s EPS by 10%.
* Upon completion, Vodafone expects a strong free cash flow generation, and therefore decided to increase the 2014 dividend per share by 8%, to GBp 11 per share.
Expected Completion: The transaction is expected to close in the first quarter of 2014.
Conditions:
* Vodafone Group Plc shareholders approval.
* Verizon Communications Inc shareholders approval.
* Regulatory approval.
* U.S. Federal Communications Commission approval.
* European Union merger clearance.
* Approval from High Court of Justice of England and Wales.
* Customary closing conditions.
Background:
* The transaction was unanimously approved by the boards of directors of Verizon and Vodafone.
* Verizon Wireless was formed as a joint venture between Verizon and Vodafone in April 2000 by the combination of the US wireless operations and interests of Verizon and Vodafone.
* Verizon and Vodafone held 55% and 45% stakes respectively in Verizon Wireless.
* Verizon Wireless reported annual turnover of USD 75.868bn, operating income of USD 21.768bn and EBITDA of USD 29.728bn for the year ended 31 December 2012. Currently, it has 73,400 employees and operates more than 1,900 retail locations in US.
UPDATE 21 February 2014: Verizon Communications has completed the acquisition of 45% stake in Verizon Wireless from Vodafone.
Source Links:
Vodafone Group Plc stock exchange announcement, 02 September 2013 [http://www.londonstockexchange.com/exchange/news/market-news/market-news-detail.html?announcementId=11696581]
Vodafone Group Plc press release, 02 September 2013 [http://www.vodafone.com/content/dam/vodafone/investors/verizon/13%2009%2002%20-%20Verizon%20Wireless%20-%20FINAL.pdf]
Verizon Communications Inc. press release, 02 September 2013 [http://newscenter.verizon.com/corporate/news-articles/2013/09-02-verizon-to-acquire-vodafone-interest-in-verizon-wireless/]
Verizon Communications Inc. annual report [http://www22.verizon.com/investor/DocServlet?doc=vz_ar_2012.pdf]
Verizon Communications Inc. press release, 21 February 2014 [http://www.verizon.com/investor/news_verizon_completes_acquisition_of_vodafones_45_percent_indirect_interest_in_verizon_wireless_02212014.htm]
Verizon Communications Inc. 8-K form filed with SEC on 21 February 2014 [http://www.sec.gov/Archives/edgar/data/732712/000119312514062161/d680424d8k.htm]
Vodafone Group Plc press release, 21 February 2014 [http://www.vodafone.com/content/index/media/vodafone-group-releases/2014/closing-of-vwt.yes.html]
Vodafone Group Plc stock exchange announcement, 21 February 2014 [http://www.londonstockexchange.com/exchange/news/market-news/market-news-detail.html?announcementId=11872381]
Anheuser-Busch InBev [EBR:ABI] (“AB Inbev”), the Belgium based and listed beverage producer, reached an agreement on the terms of a recommended acquisition of SABMiller plc [LON:SAB] (“SABMiller”), the London and Johannesburg listed, UK based, beverage producer.
STRUCTURE
* The transaction will be structured as a cash offer with a partial share alternative.
* In transaction will be structured by way of a three-stage process involving: a) court sanctioned Scheme of arrangement under UK Takeover Code pursuant to which each UK Scheme Shareholder will receive 100 Initial Shares in Newco in respect of each of its SAB Shares; b) a voluntary cash takeover offer by AB InBev for all of the Initial Shares under the Belgian Takeover code. SAB Shareholders who wish to elect to receive the Partial Share Alternative will receive the cash element of the Partial Share Alternative and retain the relevant proportion of their Initial Shares, which will become Restricted Shares; and c) reverse merger of AB InBev and Newco under the Belgian Companies Code.
* SAB Directors unanimously recommend the cash offer. They express no view as to the Partial Share Alternative (PAC).
DEAL TERMS
The offer price amounts to GBP 44.00 cash per SAB share, with an alternative to receive partial share and cash consideration.
The cash and share alternative comprises 0.483969 ABI shares and GBP 3.7788 cash.
The share component is to be unlisted, subject to 5-year lock-up, convertible into ordinary shares after lock-up, and entitled to voting and director nomination rights.
* The cash offer represents a 45.96% premium over SAB closing share price of GBP 30.15 as of 15 September 2015, one day prior to the pre-announcement date.
* The cash offer represents a premium of 10.7% over SAB closing share price of GBP 39.76 as of 10 november 2015, one day prior the announcement date
* The cash offer represents a premium of approximately 50% to SAB's closing share price of GBP 29.34 on 14 September 2015 (last day prior to renewed speculation of an approach from AB InBev)
The cash offer price values the entire equity of SAB at GBP 72.8bn based on SAB fully diluted shares of 1.654bn.
The value of the PAC amounts to GBP 41.85 in respect of each SAB Share, calculated by reference to the value of GBP 38.07 of a Restricted Share (based on the value of 0.483969 of an AB InBev Share valued at EUR 111.20 as at the close of business on 10 November 2015 and GBP:EUR exchange rate of 1.4135 on 10 November 2015) and GBP 3.7788 in cash.
DIVIDEND
AB InBev agreed that SAB Shareholders will be entitled to receive any dividends announced by SAB prior to completion.
The interim dividend shall not exceed USD 0.2825 per SAB share. The final dividend shall not exceed USD 0.9375 per SAB share.
TERMINATION
* The transaction has a long stop date which will fall 18 months after the announcement.
* AB InBev agreed to a reverse break payment of US 3bn payable to SAB in certain circumstances, including in the event that the transaction fails to close as a result of the failure to obtain regulatory clearances.
IRREVOCABLE UNDERTAKINGS
* AB InBev received irrevocable undertakings from Altria Group, Inc. and BEVCO Ltd., the largest shareholders in SAB, representing in aggregate approximately 40.45% of SAB's issued share capital.
* AB InBev received irrevocable undertakings from Altria Group, Inc. and BEVCO Ltd also to elect for the PAC.
* Also the SAB Directors representing approximately 0.04% of SAB's issued share capital have irrevocably undertaken to vote in favour of the Scheme.
* AB InBev and SAB received irrevocable undertakings from the AB InBev shareholders, EPS and BRC, who collectively hold approximately 51.8%.
MAJOR SHAREHOLDERS
SAB major shareholders as of 02-Jun-15:
* Altria Group, Inc.: 26.99% (430,000,000 shares) of share capital
* BevCo Ltd: 13.99% (225,000,000 shares) of share capital
AB Inbev major shareholders, EPS (Eugénie Patri Sébastien SA and EPS Participations Sàrl) and BRC (BRC Sàrl), collectively hold approximately 51.8% of the issued share capital of AB InBev. EPS represents the interest of the Belgian founding families of AB Inbev while BRC represent the interest of the Brazilian families.
FINANCING
* The cash offer price values the entire equity of SAB at GBP 72.8bn based on SAB fully diluted shares of 1.654bn.
* Assuming that Altria and BEVCO, SAB's major shareholder, elect for the Partial Share Alternative in respect of their entire beneficial holdings, the aggregate value of the transaction will be about GBP 71bn.
* The cash consideration is to be financed by ABI internal financial resources and third party debt.
* The PAC is limited to a maximum of 326,000,000 Restricted Shares and GBP 2.55m in cash, which will be available for approximately 41.6% of the SAB Shares.
POST DEAL
* AB InBev intends to seek a secondary (inward) listing of its ordinary shares on the JSE after the announcement date.
RATIONALE
* The AB InBev Directors expect the synergies to be phased in over four years following completion and to reach a recurring run rate of at least USD 1.4bn per annum by the end of the fourth year after completion.
DIVESTMENT
* In order to address regulatory concern, AB InBev confirmed the sale, conditional on completion, of SABMiller's interest in MillerCoors LLC (a joint venture in the U.S. and Puerto Rico between Molson Coors Brewing Company and SABMiller) and the Miller Global Brand Business to Molson Coors Brewing Company.
BACKGROUND
* On 16 September AB Inbev and SAB announced they were in talks over a possible combination.
* On 7 October 2015, AB InBev announced a revised offer of GBP 42.15 per SAB share in cash, with a partial share alternative available for approximately 41% of the SAB shares. AB InBev has made two prior written proposals in private to SABMiller, the first at GBP 38.00 per share in cash and the second at GBP 40.00 per share in cash. SAB has rejected the above three proposals citing undervaluation.
* On 12 October, ABI confirms improved proposal of GBP 43.50 per share, improved partial share alternative available for approximately 41% of SAB shareholders.
* On 13 October, the board of the two companies announced they reached an agreement in principle for revised offer of GBP 44 cash per share.
* On 28 October PUSU further extended to 4 November.
* On 4 November PUSU extended again to 11 November.
PRE-CONDITIONS
Scheme document to be issued after pre-conditions are satisfied or waived
* Competition approvals
* EC (Europe)
* HSR (USA)
* CC (South Africa)
* MOFCOM (China)
CONDITIONS
* SAB General meeting approval (UK Scheme)
* SAB Court meeting approval (UK Scheme)
* AB Inbev EGM approval (Belgian offer)
* Newco EGM approval (Belgian merger)
* High court sanction (UK Scheme)
* Competition approvals (Australia, Canada, Colombia, Ecuador, India)
UPDATES
* 24-May-16: The EC conditionally cleared the merger conditionally.
* 30-Jun-16: Deal was approved by South Africa and by other 16 jurisdictions across the world.
* 26-Jul-16: ABI revised and final offer to acqquire SAB at GBP 45 per share, a 2.3% increase over original offer. The revised offer represents a premium of 53% to SAB closing share price one day before rumours on 14 September 2015 and 13.2% premium over SAB close one day before announcement. The revised cash and share alternative now comprises 0.483969 ABI shares and GBP 4.6588 cash.
SOURCE LINKS
SAB financial docs
* Annual Report FY15 [http://www.sabmiller.com/docs/default-source/investor-documents/financing-documents/sabmiller_annual_report-2015.pdf?sfvrsn=0]
Offer related docs
* SAB, response to press speculation, 16-Sep-15 [http://www.londonstockexchange.com/exchange/news/market-news/market-news-detail/SAB/12502228.html]
* ABI, statement regarding approach, 16-Sep-15 [http://www.ab-inbev.com/content/dam/universaltemplate/abinbev/pdf/investors/CHART/ENGLISH.pdf]
* ABI revised proposal, 7 October 2015 [http://www.londonstockexchange.com/exchange/news/market-news/market-news-detail/12529826.html]
* ABI, revised proposal, 12 October 2015 [http://www.ab-inbev.com/content/dam/universaltemplate/abinbev/pdf/investors/12October2015/Anheuser-Busch%20InBev%20Confirms%20Improved%20Proposal%20to%20SABMiller%20-%2012%20October%202015.pdf]
* Agreement in principle and extension of PUSU, 13 October 2015 [http://www.investegate.co.uk/article.aspx?id=201510130700090357C]
* PIC, statement of preference for listed entity, 13 October 2015 [http://www.dealreporter.com/intelligence/view/2108031]
* Rule 2.7 Announcement, 11 November 2015 [http://www.londonstockexchange.com/exchange/news/market-news/market-news-detail/12576960.html]
* Rule 2.7, revised offer, 26 July 2016 [http://www.londonstockexchange.com/exchange/news/market-news/market-news-detail/92PG/12906020.html]
* Scheme document, 26 August 2016 [http://www.sabmiller.com/docs/default-source/investor-documents/ab-inbev-offer/documents/26-august-2016_scheme-document.pdf?sfvrsn=4]
The board of directors of Altria Group Inc, the listed US based tobacco, food and brewery group, has agreed to spin-off its entire ownership interest in Philip Morris International Inc (PMI), the Switzerland based tobacco company involved in the manufacture and distribution of cigarettes, to Altria's shareholders.
Altria Group owns 100% of PMI’s outstanding shares.
Under the terms of the agreement, Altria will distribute one share of PMI for every share of Altria common stock outstanding on 28 March 2008, based on the number of Altria shares outstanding on record date, 19 March 2008. PMI will be listed for trading on the NYSE under the symbol "PM".
The transaction will enable PMI grow its business with enhanced flexibility, make acquisitions, including by using PMI stock as acquisition currency, to align stringent compensation and rewards with the performance of each subsidiary, to reduce corporate overheads. The transaction will be tax free for shareholders of Altria under U.S. federal income tax.
Following the distribution of PMI shares, Altria intends to adjust its dividend so that Altria's shareholders who retain their PMI shares will receive, in the aggregate, the same dividend amount that existed before the transaction.
Altria has already received a private letter ruling from the U.S. Internal Revenue Service (IRS).
The transaction is subject to governmental approvals and listing on PMI’s share on New York Stock Exchange.
UPDATE 31 March 2008: Philip Morris International started trading on the New York Stock Exchange at an opening price of USD 50.68 per share. Based on the 2,109m shares outstanding the company has a market capitalisation of USD 106.88bn.
AT&T Inc. has signed a definitive agreement to acquire Time Warner Inc.
AT&T Inc., a listed US-based telecommunications holding company, headquartered in Dallas, Texas, is engaged in providing telecommunication services to consumers, businesses, and other service providers worldwide.
Time Warner Inc. is a listed US-based company headquartered in New York, NY, is a media and entertainment company.
Terms:
* AT&T will acquire Time Warner in a stock and cash transaction valued at an implied offer price of USD 107.50 per share.
* The offer price is comprised of USD 53.75 per share in cash and USD 53.75 per share in AT&T stock.
* The stock portion will be subject to collar such that:
* 1.437 AT&T shares will be issued for each Time Warner share, if AT&T’s average stock price is below USD 37.411 at closing
* 1.3 AT&T shares will be issued for each Time Warner share, if AT&T’s average stock price is above USD 41.349 at closing
* Based on 772,769,527 Time Warner Inc. shares
The implied equity value of the transaction is approximately USD 83.072bn.
* The offer price of USD 107.5 per share represents a premium of 20.1% based on Time Warner’s closing share price of USD 89.48 per share on 21 October 2016, one day prior to the date of announcement and a premium of 46.6% based on Time Warner’s closing share price of USD 73.31 per share on 22 September 2016, one month prior to the date of announcement.
* If a superior offer were to emerge for Time Warner, the company would be required to give AT&T at least 5 business days to make adjustments to its current offer before Time Warner’s board of directors could affect a change of recommendation of the deal.
Financing:
* The cash portion of the purchase price will be financed with new debt and cash on AT&T’s balance sheet.
* AT&T has an 18-month commitment from JP Morgan and Bank of America Merrill Lynch, for an unsecured bridge term facility for USD 40bn.
Termination Date: The termination date for the transaction is 22-Oct-17; can be extended to 22-Apr-18.
Termination Fee:
* A non-completion fee of USD 1.725bn will be payable by Time Warner to AT&T if the Time Warner Board of Directors change their recommendation prior to the Time Warner stockholder approval having been obtained.
* AT&T will be liable to pay USD 500m in respect of its time and expenses if the transaction is not contemplated under certain circumstances relating to the failure to obtain approvals.
Rationale:
* The transaction is in line with AT&T's strategy to combine Time Warner's library of content and ability to create new premium content with AT&T's extensive customer relationships.
* The transaction will enable Time Warner to deliver great brands and premium content to consumers on a multiplatform basis.
* The transaction will also enable Time Warner to capitalize on the opportunities created by the growing demand for video content.
* The transaction will help AT&T innovate on new advertising options and pay for the cost of content creation.
* The combined entity will provide its customers enhanced access to premium content on all their devices.
* The transaction will enable AT&T have significant diversification benefits with respect to its revenue, capital intensity and regulation.
Post Deal Details:
* Time Warner shareholders will own between 14.4% and 15.7% of AT&T shares on a fully-diluted basis, based on the number of AT&T shares outstanding as of 22 October 2016.
* The transaction will be accretive to AT&T in the first yearupon closing on both an adjusted EPS and free cash flow per share basis.
* The transaction will have USD 1bn in annual run rate cost synergies within 3 years of the deal closing.
* The transaction will improve AT&T’s dividend coverage and enhance its revenue and earnings growth profile.
* Time Warner will become a subsidiary of AT&T and Mr. Jeffrey Bewkes will continue to be the CEO of Time Warner to ensure smooth transition.
Expected Completion: The transaction is expected to close before year-end 2017.
Conditions:
* Time Warner Inc. shareholders approval.
* Approval from U.S. Department of Justice.
* Hart-Scott-Rodino Antitrust Improvements Act of 1976.
* Necessary consents from the Federal Communications Commission.
* Regulatory approvals in U.S., E.U. and various countries abroad.
Background:
* The transaction has been approved unanimously by the Boards of Directors of both companies.
* Time Warner consists of 3 divisions:
* HBO – consist of domestic premium pay television and streaming services as well as international premium & basic pay television and streaming services.
* Warner Bros. Entertainment – Consists of television, feature film, home video and videogame production and distribution.
* Turner – Consists of U.S. and international basic cable networks. It also has the rights to the NBA, March Madness and MLB.
* Time Warner reported revenues of USD 28.11bn and USD 27.35bn for the financial year ended 31 December 2015 and 31 December 2014 respectively.
UPDATES:
* 15 February 2017: The shareholders of Time Warner Inc. have approved the transaction.
* 09 June 2017: The transaction has been cleared by the Chinese Ministry of Commerce.
* 06 July 2017: The transaction has been approved by the South African Competition Commission.
* 22 August 2017: The Instituto Federal de Telecomunicaciones (IFT) and the Comision Federal de Competencia Economica (COFECE) have approved the transaction.
* 18 October 2017: AT&T Inc. has received the approval of CADE.
* 22 December 2017: On 21 December 2017, AT&T and Time have entered into a limited waiver and agreement, in which both entities waived, until 21 June 2018, their right to terminate the agreement due to failure to close the merger by 22 April 2018.
* 14 June 2018: The transaction has been completed.
Source Links:
AT&T Inc. investor presentation [http://www.att.com/Investor/Earnings/3q16/10_24_16_analyst_call.pdf]
AT&T Inc. 8-K form filed with SEC on 24 October 2016 [https://www.sec.gov/Archives/edgar/data/732717/000119312516744400/d268996d8k.htm]
* Agreement and Plan of Merger (Exhibit 10.1) [https://www.sec.gov/Archives/edgar/data/732717/000119312516744400/d268996dex101.htm]
* Term Loan Credit Agreement (Exhibit 10.2) [https://www.sec.gov/Archives/edgar/data/732717/000119312516744400/d268996dex102.htm]
* Press Release (Exhibit 99.1) [https://www.sec.gov/Archives/edgar/data/732717/000119312516744400/d268996dex991.htm]
AT&T Inc. 425 form filed with SEC on 24 October 2016 [https://www.sec.gov/Archives/edgar/data/732717/000119312516744724/d221354d425.htm]
AT&T Inc. 425 form filed with SEC on 24 October 2016 [https://www.sec.gov/Archives/edgar/data/732717/000119312516744727/d250779d425.htm]
Time Warner Inc. 8-K form filed with SEC on 24 October 2016 [https://www.sec.gov/Archives/edgar/data/1105705/000095015716002366/form8k.htm]
* Agreement and Plan of Merger (Exhibit 2.1) [https://www.sec.gov/Archives/edgar/data/1105705/000095015716002366/ex2-1.htm]
* Amendment to the By-laws of Time Warner Inc. (Exhibit 3.1) [https://www.sec.gov/Archives/edgar/data/1105705/000095015716002366/ex3-1.htm]
Time Warner Inc. 425 form filed with SEC on 24 October 2016 [https://www.sec.gov/Archives/edgar/data/1105705/000095015716002368/form_425.htm]
Time Warner Inc. 425 form filed with SEC on 24 October 2016 [https://www.sec.gov/Archives/edgar/data/1105705/000095015716002369/form425.htm]
Time Warner Inc. 425 form filed with SEC on 24 October 2016 [https://www.sec.gov/Archives/edgar/data/1105705/000095015716002370/form425.htm]
Time Warner Inc. 425 form filed with SEC on 24 October 2016 [https://www.sec.gov/Archives/edgar/data/1105705/000095015716002371/form425.htm]
Time Warner Inc. 425 form filed with SEC on 24 October 2016 [https://www.sec.gov/Archives/edgar/data/1105705/000095015716002373/form425.htm]
Time Warner Inc. 10-Q form filed with SEC on 03 November 2016
* Balance Sheet [https://www.sec.gov/Archives/edgar/data/1105705/000119312516756548/d245793d10q.htm#toc245793_3]
Time Warner Inc. 10-K form filed with SEC on 25 February 2016
* Income Statement [https://www.sec.gov/Archives/edgar/data/1105705/000119312516477965/d280491d10k.htm#tx280491_4]
Time Warner Inc. press release, 15 February 2017 [http://www.timewarner.com/newsroom/press-releases/2017/02/15/time-warner-shareholders-approve-merger-with-att]
Time Warner inc. press release, 14 June 2018 [http://www.warnermediagroup.com/newsroom/press-releases/2018/06/14/att-completes-acquisition-of-time-warner-inc]
RFS Holdings B.V., a bidco owned by a consortium led by The Royal Bank of Scotland Group plc, the UK listed financial services group, has agreed to launch a cash and equity public offer for the entire outstanding share capital of ABN AMRO Holding N.V, its Dutch counterpart.
STRUCTURE
The merger will be carried out via a mixed offer under Dutch law.
TERMS
* The offer consideration is EUR 30.40 in cash and 0.844 new RBS shares for each ABN AMRO share.
* The implied ex-div offer price is EUR 39.86 based on RBS’ GBP 6.42 (EUR 9.46) closing price on 25-May-07, the last trading day prior to the offer announcement.
* The implied cum-div offer price is EUR 40.31 based on RBS’ GBP 6.42 (EUR9.46) closing price on 25-May-07, the last trading day prior to the offer announcement and inclusive of ABN’s final ‘06 dividend of EUR 0.55 per share minus RBS’ announced dividend of GBp 8 (EUR 0.12) per share.
* The offer values the entire issued share capital of ABN AMRO at EUR 71.121bn.
* The cum-div offer represents a premium of approximately 11.67% to ABN AMRO’s EUR 36.10 closing price on the 28-May-07, the last trading day before the deal was announced.
* The cum-div offer represents a premium of approximately 11.24% to Barclays’ original offer dated 23–Apr-07, worth EUR 36.24.
* The cum-div offer represents a premium of approximately 47.72% over ABN AMRO’s EUR 27.29 closing price on the 16-Mar-07, the last trading day before the announcement that ABN and Barclays were in discussions that may or may not lead to a combination.
FINANCING
* Fortis will provide 33.8% of the consideration (EUR 24bn), Santander will provide 27.9% of the consideration (EUR 19.9bn) and RBS will provide 38.3% of the consideration (EUR 27.2bn)
* Under the terms of the proposed Offer, RBS intends to issue New RBS Shares to ABN AMRO shareholders and holders of ABN AMRO ADS’s and to provide a portion of the cash consideration. Fortis and Santander intend to issue equity to raise cash which will be used, together with cash from other sources, to satisfy their respective portions of the consideration payable to ABN AMRO shareholders under the terms of the proposed Offer.
POST DEAL DETAILS
Following successful completion of the offer ABN will be reorganized to result in consortium members owning the following:
* Fortis: Business Unit Netherlands (excluding former Dutch wholesale clients, Interbank and DMC Consumer Finance), Business Unit Private Clients globally, Business Unit Asset Management globally.
* RBS: Business Unit North America including LaSalle, Business Unit Global Clients and wholesale clients in the Netherlands (including former Dutch wholesale clients) and Latin America (excluding Brazil), Business Unit Asia (excluding Saudi Hollandi) and Business Unit Europe (excluding Antonveneta).
* Santander: Business Unit Latin America (excluding wholesale clients outside Brazil), Antonveneta, Interbank and DMC Consumer Finance.
* Shared Assets:Head Office and central functions, private equity portfolio, stakes in Capitalia and Saudi Hollandi, and Prime Bank.
BACKGROUND
* The offer is a counter bid to the offer announced on 23-Apr-07 by Barclays for the entire issued share capital of ABN, as part of that transaction ABN’s North American operations (LaSalle) were to be sold to Bank of America for a cash consideration of USD 21bn.
SYNERGIES
* Aggregate estimated cost savings of EUR 4.23bn by the end of 2010.
* Aggregate estimated profit enhancements from revenue benefits of EUR 1.22bn by the end of 2010.
Synergies by bank
* Fortis: expected to be 4.3% cash EPS enhancing by the end of 2010, expected return on investment on a cash basis of 11.2% in 2010.
* RBS: expected to be 7.3% adjusted EPS enhancing by the end of 2010, expected return on investment of 13.5% in 2010
* Santander: expected to be 5.3% EPS enhancing by the end of 2010, expected return on investment of 12.7% in 2010
CONDITIONS
Pre-condition of the proposed offer:
* Failure of the agreement between ABN and Bank of America regarding the sale of LaSalle.
The offer is conditional on:
* min 80% of the issued ordinary shares of ABN AMRO tendered.
* approval from Hart-Scott Rodino Act (dR est)
* approval from the European Commission (dR est)
* Confirmation from De Nederlandsche Bank and Financial Services Authority
* Non-completion of the sale of LaSalle to Bank of America.
* BRS EGM approval
* ABN AMRO EGM approval
* Fortis EGM approval
* Santander EGM approval
REVISED OFFER, 16-Jul-07:
* The cash component has been increased to 93%.
* The revised offer consideration is EUR35.6 in cash and 0.296 new RBS shares per each ABN share.
* This values the cash consideration at EUR 65.95bn The total consideration remains the same.
OFFER WHOLLY UNCONDITIONAL, 10-Oct-07:
* 86% acceptances received
* Offer declared wholly unconditional
* Subsequent offer period will be open from 11-Oct-07 to 31-Oct-07.
Barclays Plc, the UK listed financial services group, has agreed to launch an all-equity public offer for the entire outstanding share capital of ABN AMRO Holding N.V., its Dutch counterpart.
STRUCTURE
The merger will be carried out via an equity offer under Dutch law.
TERMS
The offer consideration is 3.225 new Barclays shares for each ABN AMRO share.
The implied ex-div offer price is EUR 35.64 based on Barclays GBP 7.50 closing price on 20-Apr-07 and an exchange rate of GBP 1 : 1.4733 EUR as at 20-Apr-07, the last trading day prior to the offer announcement.
The implied cum-div offer price is EUR 36.24 based on Barclays?GBP 7.50 closing price on 20-Apr-07 and an exchange rate of GBP 1 : 1.4733 EUR as at 20-Apr-07, the last trading day prior to the offer announcement and inclusive of ABN’s final 06 dividend of EUR 0.60 per share.
The offer values the entire issued share capital of ABN AMRO at EUR 66.012bn.
The cum-div offer represents a discount of approximately 0.08% to ABN AMRO’s EUR 36.27 closing price on the 20-Apr-07, the last trading day before the deal was announced.
The cum-div offer represents a premium of approximately 32.80% over ABN AMRO’s EUR 27.29 closing price on the 16-Mar-07, the last trading day before the announcement that the two companies were in discussions that may or may not lead to a combination.
FINANCING
The acquisition of ABN AMRO shares will be funded through the issue of new Barclays shares.
POST DEAL DETAILS
Senior management will be chosen from both ABN and Barclays. Barclays will remain listed on the London Stock Exchange and will apply for a secondary listing on Euronext.
Current Barclays shareholders will hold 52% of the combined entity with current ABN AMRO shareholders holding the remaining 48%.
Barclays, which will be the holding company for the combined group, will remain UK incorporated, and is expected to remain UK tax resident.
The head office of the combined group will be located in Amsterdam.
OTHER DEAL DETAILS
ABN AMRO is currently in the process of selling LaSalle to Bank of America for a cash consideration of USD 21bn, the sale is subject to regulatory approvals and is expected to close in Q4 2007.
The sale of LaSalle will create excess capital, approximately EUR 12bn of which is expected to be distributed to the shareholders of the combined entity in a tax efficient form, primarily through share buy backs, after completion of the merger.
HOLDINGS & IRREVOCABLES
The directors of ABN AMRO have agreed to tender their shares into the offer.
SYNERGIES
ABN and Barclays estimate that the combination will result in annual pre-tax synergies of approximately EUR 3.5bn by 2010.
The total pre-tax integration cost of realising these synergy benefits is estimated to be EUR 3.6bn.
CONDITIONS
The offer is conditional on:
min 80% of the issued ordinary shares of ABN AMRO tendered. approval from Hart-Scott Rodino Act (dR est) approval from the European Commission (dR est) Confirmation from De Nederlandsche Bank and Financial Services Authority completion of the sale of LaSalle Barclay's shareholders approval at the EGM ABN AMRO shareholders approval at the EGM Recommendation from ABN AMRO board.
REVISED OFFER, 23-JULY-2007
Barclays has today revised the terms of its offer for ABN AMRO.
The revised offer is EUR 13.15 in cash and 2.13 Barclays shares per ABN AMRO share.
The revised offer is valued at EUR 35.73 per share. The revised offer values the entire issued share capital of ABN AMRO at EUR 66.187bn.
The revised offer represents a discount of 2.46% to ABN's EUR 36.63 closing price on 20-July-2007, last trading day prior to the announcement.
The revised offer represents a premium of 0.25% to Barclay's original offer of EUR 35.64 per share, announced on the 23-April-2007.
The revised offer represents a discount of 6.94% to the offer valued at EUR 38.393 per share announced by the RBS consortium on 29-May-2007.
FINANCING OF REVISED OFFER
The EUR 24.8bn payable under the revised offer shall be financed from the following sources:
EUR 12bn from the sale of La Salle to Bank of America. EUR 9.8bn from the proposed investments by China Development Bank and Temasek in Barclays. EUR 3bn from available cash resources.
OFFER WITHDRAWN, 5-OCT-2007
Barclays has today withdrawn its offer for ABN AMRO.
Deutsche Telekom has agreed to acquire Telecom Italia.
A newco will be created which Deutsche shareholders will receive one share in for each Deutsche share held.
Telecom shareholders will get one newco share for every three ordinary shares held or 5.61 savings shares held.
The ratios will improve if over 90% of shareholders accept the offer.
The deal lapsed in the face of a successful bid for Telecom Italia from Olivetti.
Gaz de France SA (GDF), the listed France based energy company, has agreed to acquire Suez SA, the listed France based industrial group engaged in energy sector, for the equity consideration of EUR 43,490.739m.
Under the terms of the agreement, SUEZ SA and Gaz de France SA will merge on the basis of an exchange of 21 Gaz de France shares for 22 SUEZ shares.
Therefore, Suez shareholders will receive 0.9545 Gaz de France share for each outstanding Suez share.
Based on Gaz de France share price of EUR 36.80 as on 31 August 2007, one day prior to the announcement, each Suez share is valued at EUR 35.1256.
The offer price of EUR 35.1256 per Suez share represents a discount of 15.85% over Suez' closing share price of EUR 41.74 per share as of 31 August 2007, one day prior to the announcement, and a discount of 7.59% over Suez' closing price of EUR 38.01 per share as of 03 August 2007, one month prior to the announcement.
As part of the merger agreement and before the merger takes place, Suez will spin off its environment activities division, to be named Suez Environment Company, and distribute 65% of the issued share capital to its shareholders.
The remaining 35% will be owned by the merged entity (GDF Suez), which plans to increase its stake to approximately 47% at completion of the transaction.
The demerger will enable the environment activities of Suez to gain exposure to direct access to the financial markets and support of stable shareholding for its development.
As a result, the separated company will have over 60,000 employees with revenues of EUR 11.4bn.
The company will be valued at approximately EUR 5.4bn.
The combined market capitalization of the merged entity will be approximately EUR 90bn and revenues of EUR 72bn.
Gerard Mestrallet, chairman and CEO, will run the new group jointly with Jean-Francois Cirelli, vice-chairman and president.
The Group's organization will be structured under five business divisions: Infrastructures, Global Gas and LNG, Energy France, Energy Europe and International and Energy Services. After completion, the French state will hold 35% in the newly merged entity.
Following the closing, the merged group plans to provide energy in Europe and develop energy infrastructures by including gas, renewable energies and replace power generation facilities.
The parties expect operational and financial synergies from the merger such as optimization of the investment programmed and development of revenue synergies as well as creating value for their shareholders.
The merger will enable GDF Suez to expand their operations in China and Middle East.
The new group will strengthen its position in France and Benelux. In France, energy sales will be carried out under the Gaz de France brand.
The acquisition is subject to approval by European Commission, approval from shareholders of GDF and Suez, the merger of Rivolam into Suez, approval from shareholders for spinning off Suez's environmental activities division and approval of Autorite des marches financiers (AMF).
The transaction is also subject to regulatory approval and registration on the SEC. The transaction is expected to close in 2008.
UPDATE 13 June 2008: Gaz de France will issue 1,207,660,692 new shares.
The number of shares outstanding for Suez SA on which the completion of the takeover agreement will be based has increased to 1,308,941,953 Suez shares as of 30 May 2008.
GDF Suez will be listed on Euronext Paris, Euronext Brussels and the Luxembourg Stock Exchange.
UPDATE 16 June 2008: The merger project is approved by AMF.
Once it is approved by the shareholders of Suez SA and Gaz de France, the merger is expected to be effective as on 22 July 2008.
The spun off company, Suez Environment and the new merged entity will be listed on Euronext Paris and Euronext Brussels simultaneously.
Before the completion, the transaction is subject to French Minister of the Economy, Industry and Employment, French privatization authority (Commission des Participations et des Transfers), the publication of the decision of the Minister.
For the year 2007, GDF Suez will have revenues of EUR 74.3bn.
UPDATE 17 June 2008: US Securities Exchange Commission (SEC) has approved GDF Suez’s registration statement.
UPDATE 16 July 2008: The shareholders of Suez and Gaz de France have approved the merger of Suez with Gaz de France as well as the demerger of Suez Environment.
The first trading day in GDF SUEZ and SUEZ Environment shares will take place for both companies on 22 July 2008. GDF Suez will have 200,000 employees across the world and revenues of EUR 74.3bn for 2007.
UPDATE 17 July 2008: The merger has been approved by the Holdings and Transfers Commission.
UPDATE 22 July 2008: The transaction has been completed.
The new shares GDF Suez have started trading on Euronext Paris, Euronext Brussels and the Luxembourg Stock Exchange.
The closing price of EUR 40.60 per share as of 22 July 2008 values the merger of Suez with Gaz de France at EUR 53.143bn.
Plan of Merger: AT&T, Inc., a Delaware corporation, and Bellsouth Corporation, a Georgia incorporated company announced that they had signed an agreement and Plan of Merger to integrate the two companies.
The merger was approved by the Board of Directors of both companies.
Rationale & Synergies: The combination of the two telecommunication companies will be highly beneficial to shareholders and accretive to earnings.
Operational synergies of the two companies are forecasted to be over USD 2bn on an annual run-rate basis by 2008.
An expected net present value of USD 18bn in synergies is expected from this merger. AT&T expects that they will accomplish double-digit adjusted EPS growth for each of the next three years, even after accounting for merger integration costs and amortization of intangibles.
Additionally, ownership of Cingular wireless, which is currently 40% owned by Bellsouth and 60% owned by AT&T, will be simplified leading to more efficient marketing and servicing.
Terms: The share-for-share offer would make 1.325 AT&T shares available for each Bellsouth common share.
* Based on AT&T’s closing share value on 03 March 2006 of USD 27.99 the exchange ratio values each Bellsouth share as USD 37.09.
* At USD 37.09, Bellsouth’s share capital is valued at approx. USD 67bn.
Expected Close: The Companies expect closing to take place within approx. 12 months.
Termination Clauses: Termination date for the deal is March 6, 2007 with an option to be extended to no later than September 6, 2007. The Plan of Merger has a termination fee of USD 1.7bn, or approx. 2.5% of the estimated equity value based on the terms of the deal.
Post Deal Details:
* Upon completion of the merger, Bellsouth shareholders will own approx. 38% of AT&T.
* AT&T’s board has approved an expanded share repurchase authorization of 400m shares through 2008. The Company expects to repurchase USD 10 bn worth of its common stock over the next 22 months. The nature and timing of the share buybacks will be dependent on the market conditions and applicable securities laws.
* Pursuant to the merger agreement, 3 members of Bellsouth’s Board, mutually agreed upon by Bellsouth and AT&T, will join AT&T’s Board of Directors.
Parent Material Adverse Effect:
Includes:
a. An effect that would prevent or materially delay or impair the ability of Parent to consummate the Merger
b. A material adverse effect on the financial condition, properties, assets, liabilities, business or results of operations of Parent and its Subsidiaries, including its interest in Cingular, YP.com and any of their respective Subsidiaries, taken as a whole.
Excludes:
a. Any such effect resulting from or arising in connection with changes or conditions generally affecting the United States economy or financial or securities markets, political conditions in the United States or the United States telecommunications industry or any generally recognized business segment of such industry
b. Any such effect generally affecting the telecommunications industry (or any generally recognized business segment of such industry) in any of the Parent Regions, each taken as a whole.
c. Any such effect resulting from any hurricane, earthquake or other natural disaster in any of the Parent Regions (“Parent Regions”defined as the states of California, Nevada, Illinois, Indiana, Michigan, Ohio, Wisconsin, Kansas, Missouri, Oklahoma, Arkansas, Texas, and Connecticut)
d. Any such effect resulting from the execution, announcement or performance of this Agreement
e. Any such effect resulting from or arising in connection with the financial condition, properties, assets, liabilities, business or results of operations of Cingular, YP.com or any of their respective Subsidiaries
Company Material Adverse Effect:
Includes:
a. An effect that would prevent or materially delay or impair the ability of the Company to consummate the Merger
b. A material adverse effect on the financial condition, properties, assets, liabilities, business or results of operations of the Company and its Subsidiaries, including its interest in Cingular, YP.com and any of their respective Subsidiaries, taken as a whole.
Excludes:
a. Any such effect resulting from or arising in connection with changes or conditions generally affecting the United States economy or financial or securities markets, political conditions in the United States or the United States telecommunications industry or any generally recognized business segment of such industry
b. Any such effect generally affecting the telecommunications industry (or any generally recognized business segment of such industry) in any of the Company Regions, each taken as a whole
c. Any such effect resulting from any hurricane, earthquake or other natural disaster in any of the Company Regions (“Company Regions” defined as the states of Alabama, Florida, Georgia, Kentucky, Louisiana, Mississippi, North Carolina, South Carolina and Tennessee)
d. Any such effect resulting from the execution, announcement or performance of this Agreement
e. Any such effect resulting from or arising in connection with the financial condition, properties, assets, liabilities, business or results of operations of Cingular, YP.com or any of their respective Subsidiaries
United Technologies Corporation has signed an agreement to acquire Raytheon Company.
United Technologies Corporation (UTC) is the listed US-based provider of technology products and services to the aerospace and commercial building industries, headquartered at Farmington, Connecticut.
Raytheon Company is the listed US-based manufacturer and provider of defense and government electronics, space, information technology, technical services, business special mission aircrafts, learning services and outsourcing, headquartered at Waltham, Massachusetts.
Terms:
* Raytheon shareholders will receive 2.3348 shares of UTC for each share held in Raytheon.
* Valued at a closing price of UTC of USD 132.15 per share as on 07 June 2019, the transaction is valued at USD 85.942bn.
* The implied offer price of USD 308.54 per share represents 66% premium to closing share price of Raytheon of USD 185.91 per share as on 07 June 2019, last trading day prior to announcement; and a 71.4% premium to closing price of USD 179.99 per share as on 09 May 2019, one month prior to the announcement.
* The transaction excludes Otis and Carrier, which are expected to be separated from United Technologies in the first half of 2020 as previously announced.
* If a superior offer were to emerge for either party, the offered on party would be required to give the other party at least 4 business days to make adjustments to its current offer before the board of directors could effect a change of recommendation of the deal.
Termination Fees: In case of termination of the agreement:
* Raytheon will be required to pay UTC a termination fee of USD 1.785bn, or
* UTC will be required to pay Raytheon a termination fee of USD 2.365bn.
Termination Date: The termination date for the transaction is 1-Jul-20, but it can be extended to 4-Jan-21 under certain circumstances.
Rationale:
* The combination will create a premier systems provider with advanced technologies and R&D capabilities to deliver innovative and cost-effective solutions in segments of aerospace and defense.
* The transaction will unite complementary portfolios of platform-agnostic capabilities to create a balanced and diversified portfolio that is resilient across business cycles.
* The combined company will have new revenue opportunities, cost synergies and an attractive financial profile with strong cash flow generation and balance sheet.
Post Deal Details:
* UTC shareholders will own approximately 57% and Raytheon shareholders will own approximately 43% of the combined company on a fully diluted basis.
* The combined company will be named Raytheon Technologies Corporation and be headquartered in the greater Boston metro area, while retaining corporate presence in existing locations.
* Raytheon Technologies is expected to have:
* USD 74bn in pro forma 2019 sales.
* More than USD 1bn in gross annual run-rate cost synergies by year four post completion.
* USD 500m in annual savings returned to customers.
* Net debt of approximately SUD 26bn.
* Raytheon Technologies expects to return USD 18bn to USD 20bn to shareowners in the first 36 months following completion.
* Raytheon plans to consolidate its four businesses into two businesses to be named Intelligence, Space & Airborne Systems and Integrated Defense & Missile Systems.
* The new businesses will join UTC’s Collins Aerospace and Pratt & Whitney to form the four businesses of Raytheon Technologies.
* The Board of Directors of Raytheon Technologies will be comprised of 15 members, consisting of 8 directors from UTC and 7 from Raytheon, with the lead director from Raytheon.
* Mr. Tom Kennedy will be appointed Executive Chairman and Mr. Greg Hayes will be named CEO.
* Mr. Hayes will assume the role of Chairman and CEO, two years following the close of the transaction.
Expected Completion: The transaction is expected to close in the first half of 2020.
Conditions:
* Completion by United Technologies Corporation of the previously announced separation of its Otis and Carrier businesses.
* Approval of shareholders of Raytheon Company.
* Approval of shareholders of United Technologies Corporation.
* Receipt of required regulatory approvals.
* Satisfaction of customary closing conditions.
Background: The transaction is unanimously approved by the Boards of Directors of both companies.
UPDATE 15 August 2019: UTC and Raytheon each filed their respective HSR Act notification forms on 21 June 2019 and both received a request for additional information and documentary material on 22 July 2019.
UPDATE 11 October 2019: Shaareholders of UTC and Raytheon has approved the transaction and is expected to close in first half of 2020.
UPDATE 08 January 2020: The Common Market for Eastern and Southern Africa (COMESA) Competition Commission (CCC) has approved the transaction.
UPDATE 10 January 2020: Turkey's Competition Authority (CA) has approved the transaction.
UPDATE 13 March 2020: The transaction is cleared by The European Commission (EC), conditional on the divestiture of a remedy package.
UPDATE 26 March 2020: The US Department of Justice (DoJ) clears the transaction on condition to divest Raytheon’s military airborne radios business and UTC’s military global positioning systems (GPS) and large space-based optical systems businesses.
UPDATE 30 March 2020:
* Canada's Competition Bureau approved the transaction.
* The transaction has received all the necessary regulatory approvals and is expected to close on 03 April 2020.
UPDATE 03 April 2020:
* The transaction has completed.
* United Technologies’ name has changed to Raytheon Technologies Corporation, and its shares of common stock will begin trading today on the NYSE under the ticker symbol RTX.
Source Links:
United Technologies Corporation press release, 09 June 2019 [https://www.utc.com/en/news/2019/06/09/raytheon-and-united-technologies-aerospace-businesses-to-combine-in-merger-of-equals]
Raytheon Company press release, 09 June 2019 [http://raytheon.mediaroom.com/index.php?s=43&item=123176]
Raytheon Technologies Corporation press release, 09 June 2019 [https://www.futureofaerospacedefense.com/wp-content/uploads/2019/06/Raytheon-and-United-Technologies-Press-Release.pdf]
Shearman & Sterling LLP press release, 10 June 2019 [https://www.shearman.com/news-and-events/news/2019/06/raytheons-combination-with-united-technologies-aerospace-businesses]
United Technologies Corporation 8-K form filed with SEC on 10 June 2019 [https://www.sec.gov/Archives/edgar/data/101829/000114036119010707/nc10002163x1_8k.htm]
* Agreement and Plan of Merger (Exhibit 2.1) [https://www.sec.gov/Archives/edgar/data/101829/000114036119010707/nc10002163x1_ex2-1.htm]
* Press Release (Exhibit 99.1) [https://www.sec.gov/Archives/edgar/data/101829/000114036119010707/nc10002163x1_ex99-1.htm]
Raytheon Company 8-K form filed with SEC on 10 June 2019 [https://www.sec.gov/Archives/edgar/data/1047122/000094787119000428/ss139705_8k.htm]
* Agreement and Plan of Merger (Exhibit 2.1) [https://www.sec.gov/Archives/edgar/data/1047122/000094787119000428/ss139705_ex0201.htm]
* Press Release (Exhibit 99.1) [https://www.sec.gov/Archives/edgar/data/1047122/000094787119000428/ss139705_ex9901.htm]
Raytheon Company 8-K form filed with SEC on 11 October 2019 [https://www.sec.gov/ix?doc=/Archives/edgar/data/1047122/000119312519266851/d814468d8k.htm]
* Press release (Exhibit 99.1) [https://www.sec.gov/Archives/edgar/data/1047122/000119312519266851/d814468dex991.htm]
Raytheon Technologies Corporation press release, 30 March 2020 [https://investors.rtx.com/static-files/b8d964f5-6295-4a6e-9e41-bfc7e1d48e46]
Raytheon Technologies Corporation press release, 03 April 2020
[https://investors.rtx.com/static-files/1d0010bd-9a41-4be8-b797-0048967463ae]
Raytheon Company 10-Q form filed with SEC on 24 April 2019
* Balance sheet [https://www.sec.gov/Archives/edgar/data/1047122/000104712219000126/rtn-03312019x10qq1.htm#sB4804F07CDA45F1080E1DFBF2591058E]
Raytheon Company 10-K form filed with SEC on 13 February 2019
* Income statement [https://www.sec.gov/Archives/edgar/data/1047122/000104712219000007/rtn-12312018x10k.htm#s499B84EF23885F52B5AC6F21EE29D1ED]
Bristol-Myers Squibb Company has agreed to acquire Celgene Corporation.
Bristol-Myers Squibb Company, the listed US-based company engaged in the discovery, development, licensing, manufacturing, marketing, distribution and sale of pharmaceutical and nutritional products, headquartered in New York.
Celgene Corporation, the listed US-based biopharmaceutical company engaged in the discovery, development, and commercialization of therapies designed to treat cancer and immune-inflammatory-related diseases, headquartered in Summit, New Jersey.
Terms:
* Bristol-Myers will acquire 699,251,840 shares of Celgene, representing 100% stake.
* As consideration, Celgene shareholders will receive 1 Bristol-Myers share and USD 50 per share in cash for each share of Celgene.
* Based on the closing price of Bristol-Myers shares of USD 52.43 per share on 2 January 2019, the cash and equity consideration to be received by Celgene shareholders at closing is valued at USD 102.43 per share and the transaction is valued at USD 71.62bn.
* The offer price represents a premium of 53.7% over last trading day closing share price of USD 66.64 per share on 2 January 2019 and represents a premium of 39.5% over one-month prior closing share price of USD 73.42 per share on 3 December 2018.
* Celgene shareholders will also receive one tradeable CVR, entitled to receive a one-time potential payment of USD 9 in cash upon FDA approval of all three of ozanimod (by 31 December 2020), liso-cel (JCAR017) (by 31 December 2020) and bb2121 (by 31 March 2021), in each case for a specified indication.
* If a superior offer were to emerge for Celgene, the company would be required to give Bristol-Myers at least 4 business days to make adjustments to its current offer before Celgene's board of directors could effect a change of recommendation of the deal.
Financing:
* Bristol-Myers will fund the cash portion through a combination of cash on hand and debt financing.
* Bristol-Myers has obtained fully committed debt financing from Morgan Stanley and MUFG for the transaction.
Rationale:
* The transaction significantly expands Bristol-Myers’ phase III assets, which represents greater than USD 15bn in revenue potential.
* It will provide strong returns and significant immediate EPS accretion to Bristol-Myers.
* The transaction will enable significant investment in innovation by Bristol-Myers as it provides a strong balance sheet and cash flow generation.
* It will also enable Bristol-Myers to realize run-rate cost synergies of approximately USD 2.5bn by 2022.
Post deal details:
* Upon completion, Bristol-Myers shareholders and Celgene shareholders will own approximately 69% and 31% stakes of the combined company, respectively.
* Dr. Giovanni Caforio will continue to serve as the Chairman and CEO of the combined company.
* Two members from Celgene’s board will be added to the Board of Directors of Bristol-Myers.
* The combined company will continue to have a strong presence throughout New Jersey.
Expected completion: The transaction is expected to complete in the third quarter of 2019.
Termination Fee:
* USD 2200m, or 3.07% based on the implied equity value of the deal.
Under certain circumstances, there would be a reverse termination fee and the parent would owe the company USD 2200m
Termination Date:
* The termination date for the transaction is 02-Jan-20, but it can be extended on no more than two occasions by a period of 60 days, provided that in aggregate such extensions shall not exceed 01-May-20.
Conditions:
* Approval by Bristol-Myers shareholders.
* Approval by Celgene shareholders.
* Customary closing conditions.
* Regulatory approvals.
Background: The Boards of Directors of Bristol-Myers and Celgene have approved the combination.
UPDATE 27 February 2019: Wellington Management Company LLP, an 8% shareholder of Bristol-Myers has opposed the transaction.
UPDATE 12 April 2019: Bristol-Myers Squibb's shareholders have approved the transaction.
UPDATE 20 May 2019: The transaction has been approved by Brazil’s competition authority CADE
UPDATE 24 June 2019: Bristol-Myers Squibb plans to divest Celgene's psoriasis and psoriatic arthritic drug Otezla (apremilast) which is line with concerns raised by Federal Trade Commission's (FTC).
UPDATE 28 June 2019: Bristol-Myers Squibb has extended the offer expiration date to 30 September 2019.
UPDATE 29 July 2019: Bristol-Myers has received unconditional approval from European Commission and is now expected to complete by end of 2019 or the beginning of 2020.
Source Links:
Celgene Corporation press release, 03 January 2019 [https://ir.celgene.com/press-releases/press-release-details/2019/Bristol-Myers-Squibb-to-Acquire-Celgene-to-Create-a-Premier--Innovative-Biopharma-Company/default.aspx]
Celgene Corporation 8-K form filed with SEC on 03 January 2019 [https://www.sec.gov/Archives/edgar/data/816284/000114420419000237/tv510262_8k.htm]
* Press release (Exhibit 99.1) [https://www.sec.gov/Archives/edgar/data/816284/000114420419000237/tv510262_ex99-1.htm]
* Investor presentation (Exhibit 99.2) [https://www.sec.gov/Archives/edgar/data/816284/000114420419000237/tv510262_ex99-2.htm]
Bristol-Myers Squibb Company press release, 03 January 2019 [https://news.bms.com/press-release/corporatefinancial-news/bristol-myers-squibb-acquire-celgene-create-premier-innovative]
Bristol-Myers Squibb Company 8-K form filed with SEC on 03 January 2019 [https://www.sec.gov/Archives/edgar/data/14272/000114036119000175/form8k.htm]
* Investor presentation (Exhibit 99.2) [https://www.sec.gov/Archives/edgar/data/14272/000114036119000175/ex99_2.htm]
* Press release (Exhibit 99.3) [https://www.sec.gov/Archives/edgar/data/14272/000114036119000175/ex99_3.htm]
Celgene Corporation 8-K form filed with SEC on 04 January 2019 [https://www.sec.gov/Archives/edgar/data/816284/000114420419000539/tv510358_8k.htm]
* Merger Agreement (Exhibit 2.1) [https://www.sec.gov/Archives/edgar/data/816284/000114420419000539/tv510358_ex2-1.htm]
* Contingent Value Rights Agreement (Exhibit 10.1) [https://www.sec.gov/Archives/edgar/data/816284/000114420419000539/tv510358_ex10-1.htm]
* Executive Severance Plan (Exhibit 10.2) [https://www.sec.gov/Archives/edgar/data/816284/000114420419000539/tv510358_ex10-2.htm]
Bristol-Myers Squibb Company 8-K form filed with SEC on 04 January 2019 [https://www.sec.gov/Archives/edgar/data/14272/000114036119000360/s002621x1_8k.htm]
* Merger Agreement (Exhibit 2.1) [https://www.sec.gov/Archives/edgar/data/14272/000114036119000360/s002621x1_ex2-1.htm]
* Contingent Value Rights Agreement (Exhibit 10.1) [https://www.sec.gov/Archives/edgar/data/14272/000114036119000360/s002621x1_ex10-1.htm]
* Project Magnum(Exhibit 10.2) [https://www.sec.gov/Archives/edgar/data/14272/000114036119000360/s002621x1_ex10-2.htm]
Bristol-Myers Squibb Company press release, 06 March 2019 [https://news.bms.com/press-release/corporatefinancial-news/bristol-myers-squibb-files-investor-presentation-and-board-dir]
Bristol-Myers Squibb Company press release, 19 March 2019 [https://news.bms.com/press-release/corporatefinancial-news/bristol-myers-squibb-files-investor-presentation-highlighting-]
Bristol-Myers Squibb Company press release, 25 March 2019 [https://news.bms.com/press-release/corporatefinancial-news/bristol-myers-squibb-board-directors-sends-letter-shareholders]
Bristol-Myers Squibb Company press release, 12 April 2019 [https://news.bms.com/press-release/corporatefinancial-news/bristol-myers-squibb-shareholders-approve-celgene-acquisition]
Bristol-Myers Squibb Company press release, 24 June 2019 [https://news.bms.com/press-release/corporatefinancial-news/bristol-myers-squibb-provides-update-pending-merger-celgene]
Bristol-Myers Squibb Company press release, 28 June 2019 [https://news.bms.com/press-release/corporatefinancial-news/bristol-myers-squibb-company-announces-extension-expiration--0]
Bristol-Myers Squibb Company press release, 29 July 2019 [https://news.bms.com/press-release/corporatefinancial-news/bristol-myers-squibb-announces-european-commission-approval-pe]
Bristol-Myers Squibb Company press release, 26 August 2019 [https://news.bms.com/press-release/corporatefinancial-news/bristol-myers-squibb-announces-agreement-between-celgene-and-a]
Celgene Corporation 10-K form filed with SEC on 26 February 2019
* Balance sheet [https://www.sec.gov/Archives/edgar/data/816284/000081628419000014/a2018123110-k.htm#sA69C061BD1985009BD1FCC750216C1E4]
Celgene Corporation 10-K form filed with SEC on 07 February 2018
* Income statement [https://www.sec.gov/Archives/edgar/data/816284/000081628418000005/a2017123110k.htm#s1AE3518B448C55D7A3C787D4CFFF59A4]
AbbVie Inc. ("AbbVie") [NYSE:ABBV], the US-based and listed pharmaceuticals company, has made an offer to acquire Allergan plc ("AGN") [NYSE:AGN], the Ireland-based and US-listed pharmaceutical company.
STRUCTURE
* The cash and stock transaction will be implemented as a court sanctioned scheme of arrangement under Ireland laws and regulations.
* The acquisition will be implemented via Acquirer Sub, a wholly-owned subsidiary of AbbVie, a limited liability company organized in Delaware.
* The boards of directors of both companies unanimously recommend the offer.
* On 25 June 2019 AbbVie, Allergan and Acquirer Sub entered into a transaction agreement governed by the laws of the State of Delaware.
DEAL TERMS
Under the terms of the offer Allergan shareholders will receive USD 120.3 per share in cash and 0.866 Abbvie shares.
The latter represents a value of USD 67.94 per share based on AbbVie share price of USD 78.45 as of 24 June 2019, the day before the announcement.
The total offer (cash and shares) values each Allergan share at USD 188.24 as of the day before the announcement.
* The offer represents a 45.3% premium over Allergan's share price of USD 129.57 as of 24 June 2019, one day before the announcement.
The offer values Alleran's entire equity at USD 63bn.
IRREVOCABLE UNDERTAKINGS
* Allergan directors will vote in favour of the scheme for their holding consisting of 63.7k Allergan shares.
MAJOR SHAREHOLDERS
* Allergan major shareholders include: Vanguard (6.8%), Wellington Management (6.7%), GIC (4.6%), SsgA Funds (4%) and Blackrock (4%).
TERMINATION FEE
* Allergan is bound to pay a termination fee capped at 1% of the aggregate value of the consideration if the agreement is terminated due to, among other things, board recommendation withdrawal or a competing offer.
* AbbVie will pay Allergan a reverse termination fee of USD 1.25bn if it fails to obtain antitrust approvals.
* Termination date is set for 25 June 2020 but can be extended to 25 September 2020.
FINANCING
* The cash portion of the acquisition of about USD 40bn will be financed through AbbVie own cash and third party debt. AbbVie secured fully underwritten financing commitments from Morgan Stanley and MUFG Bank, Ltd., for an aggregate amount of USD 38bn.
* The issuance of Abbvie shares to finance the share component is capped at 19.99% of AbbVie outstanding shares immediately prior to completion.
RATIONALE
* The combined group aim is to create create a leading biopharmaceutical company with approximately USD 48bn in combined 2019 revenue.
* The combined group will consist of several franchises with leadership positions across immunology, hematologic oncology, medical aesthetics, neuroscience, women's health, eye care and virology.
* The transaction is expected to be 10% accretive to adjusted earnings per AbbVie share over the first full year following the closing, with peak accretion of greater than 20%. ROIC is expected to exceed AbbVie's cost of capital within the first full year.
* The combined group generated USD 19bn in operating cash flow in 2018. Funding capacity will be used in investment, debt reduction and return to shareholders. AbbVie is expected to generate significant annual operating cash flow, which will support a debt reduction target of USD 15 to USD 18bn before the end of 2021. AbbVie remains committed to a Baa2/BBB or better credit rating and continued dividend growth.
* Annual pre-tax cost synergies are expected to be at least USD 2bn. Synergies will come from reducing R&D overlapping (about 50%), optimising SG&A costs (about 40%) and optimizing supply chain and procurement (about 10%). Revenue synergies have not been estimated.
BACKGROUND
* AbbVie and Allergan initiated discussions over the present transaction back in April 2019.
* Allergan directors valued the company’s long-term strategy considering the possible sale of Allergan along with potential acquisitions and the potential spin-off of certain of Allergan's businesses.
* In April 2018, Allergan confirmed a possible offer to acquire Shire but withdrew its interest on the same day.
* In May 2018, Allergan announced the end of the strategic review with the sale of its women's health and its infectious diseases businesses, in order to focus on therapeutic areas of medical-aesthetic products, including Botox, eye care, gastrointestinal drugs and treatments for central-nervous-system disorders.
* In June 2018, Allergan investors Appaloosa Management (owning about 0.3% of share capital) and Senator Investment Group went public with calls for the company to make a series of corporate governance changes, including splitting the CEO and Chairman roles, replacing at least two additional directors, and upgrading management personnel in critical operating units. Appaloosa's proposal was rejected on 1 May 2019.
* In 2015, Allergan agreed to be acquired by Pfizer but the deal collapsed over new US regulations against tax inversion deals. Allergan moved its office in Ireland following the acquisition of Actavis in 2014.
POST DEAL
* Following completion, AbbVie shareholders will own approximately 83% of the combined entity and Allergan Shareholders the remaining 17%.
* Upon completion of the transaction, AbbVie will continue to be incorporated in Delaware as AbbVie Inc. and have its principal executive offices in North Chicago.
* AbbVie will continue to be led by Richard A. Gonzalez as chairman and CEO. Two members of Allergan's Board, including chairman and CEO, Brent Saunders, will join AbbVie's Board.
CONDITIONS
* Allergan court meeting approval (majority shareholders representing at least 75% of share capital)
* Allergan EGM approval (75% approval)
* High Court sanction
* Competition approvals: EC (Europe), HSR (USA), China, Brazil, Canada, Israel, Mexico, Japan, South Africa, South Korea, Turkey and UK (only in case of Brexit).
UPDATES
* 14-Oct-19: Shareholders of Allergan has approved the transaction.
* 20-Nov-19: The Taiwan Fair Trade Commission has approved the transaction
* 3-Dec-19: The transaction has received approval fromChina’s State Administration for Market Regulation.
* 4-Dec-19: The transaction has received approval by General Superintendent’s Office of Brazil’s competition authority CADE.
* 27-Jan-20: Allergan announced that it entered into definitive agreements to divest brazikumab and ZENPEP® (pancrelipase) in conjunction with the ongoing regulatory approval process. Astrazeneca will acquire brazikumab, Nestke wukk acquire ZENPEP®. The closings of the divestitures of brazikumab and ZENPEP® are contingent upon receipt of U.S. Federal Trade Commission and European Commission approval.
* 08-May-20: The transaction has been completed.
SOURCE LINKS
Offer related docs
* Offer announcement, 25 June 2019 [https://news.abbvie.com/article_display.cfm?article_id=11830]
* Offer presentation, 25 June 2019 [http://investors.abbvie.com/static-files/7b4c052f-bf32-4917-a239-0c1c9416550a]
* Investor presentation, 25 June 2019 [https://www.abbvie.com/content/dam/abbvie-dotcom/uploads/PDFs/allergan/abbVie-allergan-acquisition-investor-presentation.pdf]
* Scheme document, 17 September 2019 [http://allergan-web-cdn-prod.azureedge.net/actavis/actavis/media/allergan-pdf-documents/investors/proxy%20materials/proxy-statement.pdf]
Allergan financial docs
* 1Q19 Interim results [http://www.allergan.com/news/assets/agn-q1-2019-earnings-press-release.aspx]
* FY18 Annual report [http://services.corporate-ir.net/SEC/Document.Service?id=P3VybD1hSFIwY0RvdkwyRndhUzUwWlc1cmQybDZZWEprTG1OdmJTOWtiM2R1Ykc5aFpDNXdhSEEvWVdOMGFXOXVQVkJFUmlacGNHRm5aVDB4TWpjeE56TTNPU1p6ZFdKemFXUTlOVGM9JnR5cGU9MiZmbj0xMjcxNzM3OS5wZGY=]
Debevoise & Plimpton LLP press release, 25 June 2019 [https://www.debevoise.com/news/2019/06/debevoise-advises-j-p-morgan-securities]
The Walt Disney Company has agreed to acquire Twenty-First Century Fox, Inc. which includes the Twentieth Century Fox Film and Television studios, along with cable and international TV businesses.
The Walt Disney Company (Disney), the listed US-based media and entertainment company headquartered in Burbank, California, is engaged in media networks, parks and resorts, studio entertainment and consumer products.
Twenty-First Century Fox, Inc. (Fox) is the listed US-based diversified media and entertainment company headquartered in New York City, New York.
Terms:
* The offer price per share is USD 29.54, based on an exchange ratio of 0.2745 and Disney's closing price of USD 107.61 as of 13 December 2017.
* The implied equity value is USD 54.725bn, based on 1,852,529,790 shares outstanding of Fox as of 03 November 2017.
* Pursuant to the agreement, Disney will issue approximately 508,519,427 new shares to Fox shareholders.
* The offer represents:
* a discount of 9.3% based on Fox's weighted average closing share price of class A and class B common shares on 13 December 2017, one day prior to announcement,
* a premium of 6.6% based on Fox's weighted average closing share price of class A and class B common shares on 14 November 2017, one month prior to the announcement.
* The consideration exchange ratio is subject to adjustment of tax liabilities from the spin-off of related Fox entities, the current exchange ratio is based on an estimation tax liabilities of USD 8.5bn.
* If a superior offer were to emerge for Fox, the company would be required to give Disney at least 5 business days to make adjustments to its current offer before Fox’s board of directors could effect a change of recommendation of the deal.
Termination Fee: USD 1,525m, or 2.79% based on the implied equity value of the deal. Under certain circumstances, there would be a reverse termination fee and the parent would owe the company USD 1,525m.
Termination Date: The termination date for the transaction is 13 December 2018, but it can be extended to 13 June 2019 and further extended to 13 December 2019 under certain circumstances.
Rationale:
* Fox's intellectual property, film and television portfolio will enhance Disney's content output.
* The acquisition will expand Disney global reach in growing markets as well as provide new opportunities of growth.
* The inclusion of Fox's portfolio will broaden Disney Direct-to-Consumer (DTC) capabilities.
Post deal details:
* CEO and chairman of The Walt Disney Company, Robert A. Iger, has agreed to continue in his position until 2021, at the request of both Disney and Fox's board of directors.
* The transaction is expected to generate cost synergies of USD 2bn.
* It is expected to be accretive to EPS for the second fiscal year post completion (excluding purchase accounting).
* Fox shareholder will own approximately 25% of Disney.
Conditions:
* Shareholder approval.
* Hart-Scott-Rodino Antitrust Improvements Act.
* Numerous non-Untied Stated Merger and other regulatory reviews.
* Adjustment of tax liabilities arising from Fox spinning-off entities and other acquisitions.
Background:
* The acquisition will include Fox's present 39% holding in Sky, however Fox is still anticipating to acquire the remaining 61% of Sky prior to the closing of this transaction; at which point Disney would become the full shareholder of Sky.
* The acquisition includes Fox's 30% stake in TATA Sky and in Hulu, enabling Disney to become a controlling shareholder of the latter.
* The acquisition will also include Fox's 30% stake in Hulu, thus
* The transaction will also enable Disney to acquire numerous Sport platform as well as key broadcasting rights in Europe, India and Latin America allowing Disney's ESPN to serve customers globally.
* Sky serves 23 million households in the UK, Ireland, Germany, Austria and Italy.
* Fox Networks international has 350 channels in 170 countries.
* Start India has 69 channels which reaches 720 million views a month across more than 100 countries.
UPDATE 20 June 2018:
* Disney has raised the offer price to USD 38 per share in cash or DIS equity. The exchange ratio is The new offer is subject to 50/50 cash and equity proration.
* Disney has secured financing commitments for the cash portion of the acquisition.
* Disney is expected to pay a total of approximately $35.7 billion in cash and issue approximately 343 million new shares to 21st Century Fox shareholders, representing about a 19% stake in Disney on a pro forma basis.
UPDATE 27 June 2018:
* The transaction has received approval from the Department of Justice (DOJ).
* The DOJ requries Walt Disney to divest 22 Regional Sports Networks to proceed with the acquisition.
UPDATE 27 July 2018: Shareholders of Twenty-First and Walt Disney have approved the transaction.
UPDATE 29 August 2018: On 10 August 2018, the transaction was filed with Mexico’s competition authority, COFECE.
UPDATE 17 September 2018: On 14 September 2018, the transaction was filed with the European Commission.
UPDATE 04 October 2018: The Fair Trade Commission of Taiwan has approved the transaction.
UPDATE 16 October 2018: Philippine Competition Commission has approved the transaction.
Source Links:
Twenty-First Century Fox, Inc. 8-K filed with SEC on 14 December 2017 [https://www.sec.gov/Archives/edgar/data/1308161/000119312517368807/d511050d8k.htm]
* Exhibit 99.1 [https://www.sec.gov/Archives/edgar/data/1308161/000119312517368810/d511050dex991.htm]
Twenty-First Century Fox, Inc. press release, 14 December 2017 [https://www.21cf.com/news/21st-century-fox/2017/walt-disney-company-acquire-twenty-first-century-fox-inc-after-spinoff]
The Walt Disney Company 8-K filed with SEC on 14 December 2017 [https://www.sec.gov/Archives/edgar/data/1001039/000095015717001599/form8k.htm]
* Merger Agreement [https://www.sec.gov/Archives/edgar/data/1001039/000095015717001599/ex2-1.htm]
* Exhibit 99.1 [https://www.sec.gov/Archives/edgar/data/1001039/000095015717001599/ex99-1.htm]
* Exhibit 10.1 [https://www.sec.gov/Archives/edgar/data/1001039/000095015717001599/ex10-1.htm]
* Exhibit 3.1 [https://www.sec.gov/Archives/edgar/data/1001039/000095015717001599/ex3-1.htm]
The Walt Disney Company investor presentation, 14 December 2017 [https://ditm-twdc-us.storage.googleapis.com/DIS-Transaction-Announcement-12-14-17.pdf]
The Walt Disney Company press release, 14 December 2017 [https://thewaltdisneycompany.com/walt-disney-company-acquire-twenty-first-century-fox-inc-spinoff-certain-businesses-52-4-billion-stock-2/]
The Walt Disney Company 8-K filed with SEC on 20 June 2018 [https://www.sec.gov/Archives/edgar/data/1001039/000095015718000744/form8k.htm]
* Ex-2.1 Agreement and Plan of Merger [https://www.sec.gov/Archives/edgar/data/1001039/000095015718000744/ex2-1.htm]
* Ex-99.1 Press Release [https://www.sec.gov/Archives/edgar/data/1001039/000095015718000744/ex99-1.htm]
Twenty-First Century Fox, Inc. 8-K filed with SEC on 27 July 2018 [https://www.sec.gov/Archives/edgar/data/1308161/000119312518229593/d579820d8k.htm]
* Press release (Ex 99.1) [https://www.sec.gov/Archives/edgar/data/1308161/000119312518229593/d579820dex991.htm]
Twenty-First Century Fox, Inc. press release, 27 July 2018 [https://www.21cf.com/news/21st-century-fox/2018/21st-century-fox-and-disney-stockholders-approve-acquisition-by-disney/]
The Walt Disney Company press release, 27 July 2018 [https://www.thewaltdisneycompany.com/21st-century-fox-and-disney-stockholders-approve-acquisition-by-disney/]
The Fair Trade Commission of Taiwan press release, 04 October 2018 (Chinese) [https://www.ftc.gov.tw/internet/main/doc/docDetail.aspx?uid=126&docid=15636]
Royal Dutch Shell Plc ("Shell") [LON:RDSB] a UK listed and incorporated and Netherlands tax-resident energy company, has agreed to acquire BG Group Plc ("BG") [LON:BG], a UK listed and based energy company.
STRUCTURE
* The transaction will be structure as a cash and share court sanctioned Scheme under UK's applicable laws and regulations.
* Shell intends to acquire all BG Group existing issued and to be issued ordinary shares in cash and Shell B shares.
* The offer has been recommended by BG board.
* Shell board recommended Shell shareholders to vote in favour of the offer.
DEAL TERMS
The offer price is equivalent to GBP 13.67 per BG share. The offer price is made up of GBP 3.83 cash offer and 0.4454 Shell B shares equivalent to GBP 9.837 per based on Shell B closing share price of GBP 22.085 as of 7 April 2015.
* The offer price represents a 50% premium over BG's closing share price of GBP 9.10 as of 7 April 2015, one day prior to the announcement date.
* The offer price represents a 46.5% premium over BG's closing share price of GBP 9.33 as of 6 March 2015, one month prior to the announcement date.
The offer values the entire equity of BG at GBP 46.7bn. The maximum number of share to be issued under B shares is 1.53bn.
MIX AND MATCH
BG Shareholders will be entitled to elect to vary the proportions in which they receive New Shell Shares and cash. However, the total number of New Shell Shares that will be issued and the maximum amount of cash that will be paid under the terms of the offer will not be varied as a result of elections made under the Mix and Match Facility.
In addition to the mix and match facility BG Shareholders will be able to elect to receive the share component in the form of Shell A Shares at the same exchange ratio.
DIVIDEND
If the closing occurs after the record date for Shell’s 2015 4Q interim dividend, BG shareholders would be entitled to receive a further BG dividend in respect of 2015 of not more than the final dividend for 2014 of 14.37 cents per BG Share.
If completion occurs prior to the record date for Shell’s 2015 4Q interim dividend, BG shareholders would receive that Shell dividend and would not receive a further BG dividend for 2015BG shareholders. Shell will pay dividends of USD 1.88 per ordinary share in 2015 and at least that amount in 2016.
TERMINATION
Shell has agreed to pay or procure the payment to BG of GBP 750m if on or prior to the Long Stop Date:
* the Shell Board withdraws its recommendation to Shell Shareholders to vote in favour of the Combination;
* Shell invokes any Pre-Condition and/or any Regulatory Condition; or
* any Pre-Condition and/or Regulatory Condition is not satisfied or waived by Shell
IRREVOCABLE UNDERTAKINGS
Shell received irrevocable undertakings to vote in support of the Scheme from the directors of BG representing 0.006% of BG share capital.
MAJOR SHAREHOLDERS
BG share holding structure as of 18 March 2015:
* BlackRock, Inc.: 6.6% of shares, 6.6% of voting rights.
* Norges Bank Investment Management AS: 5% of shares, 5% of voting rights.
* Capital Research and Management Company: 3.5% of shares, 3.5% of voting rights.
* Legal & General Investment Management: 3.2% of shares, 3.2% of voting rights.
Shell share holding structure as of 17 February 2015:
* Euroclear plc: 26.7% of shares, 26.7% of voting rights.
* BNY (Nominees) Limited: 16.1% of shares, 16.1% of voting rights.
* BlackRock, Inc.: 7.2% of shares, 7.2% of voting rights.
* State Street Nominees Limited: 6.1% of shares, 6.1% of voting rights.
* The Capital Group Companies, Inc.: 4% of shares, 4% of voting rights.
* Chase Nominees Ltd: 3.2% of shares, 3.2% of voting rights.
FINANCING
The total cash consideration payable under the offer amounts to GBP 13bn and will be funded using Shell own cash resources and third party debt.
Shell has entered into a syndicated bridge credit facility of GBP 10.07bn with Barclays Bank plc. as the facility agent.
POST DEAL
* After de-listing, BG group will be re-registered as a private company under the relevant provisions of the 2006 Act.
* The combination will result in BG shareholders owning approximately 19% of the combined group.
* Shell expects to commence a share buyback programme in 2017 of at least USD 25bn for the period 2017 to 2020.
* Shell expects asset sale to total USD 30bn for the period 2016 to 2018.
* Shell expects the Combination to be accretive to cash flow from operations per share from 2016.
* Shell expects the effect on return on average capital employed to be neutral from 2018, with potential for growth in returns thereafter, assuming flat oil prices.
* Shell plans to pay down debt from 2016 in order to maintain a strong balance sheet and credit rating to underpin its business model.
BACKGROUND
Shell and BG entered into a mutual Confidentiality Agreement on 31 March 2015. They also entered into a Clean Team Confidentiality Agreement dated 2 April 2015.
RATIONALE
* Shell expects the combination to generate pre-tax synergies of approximately USD 2.5bn per annum.
* The combination will add some 25% to Shell's proved oil and gas reserves and 20% to production and provide Shell with enhanced positions in new oil and gas projects particularly in Australia LNG and Brazil deep water.
PRE-CONDITIONS
Antitrust approvals
* EC (Europe)
* CADE (Brazil)
* MOFCOM (China)
* ACCC (Australia)
* FIRB (Australia)
CONDITIONS
* BG Court meeting approval
* BG EGM approval
* Shell EGM approval
* High Court sanction
* Antitrust approvals
* HSR (USA)
* Other regulatory approvals
* Norway
* Tanzania
* Kazakhstan
* Uruguay
* Trinidad and Tobago
* UK (Energy Dept)
UPDATES
* 2-Sep-15 - Shell-BG received EU antitrust clearance.
* 14-Dec-15 - Shell-BG received MOFCOM antitrust clearance. All preconditions satisfied.
* 27-Jan-16: Shell shareholderes voted in favour of BG acquisition.
* 28-Jan-16: BG shareholders approved the transaction with 99.5% of votes cast.
SOURCE LINKS
BG financial docs
* 3Q15 Interim report [http://www.bg-group.com/assets/files/cms/Q3_2015_Release.pdf]
* 1H15 Interim report [http://www.bg-group.com/68/investors/financial-results/]
* 1Q15 Interim report [http://www.investegate.co.uk/bg-group--bg--/rns/1st-quarter-results/201505080700325665M/]
* FY14 Annual report [http://www.bg-group.com/68?tab=2#tab2]
Offer related docs
* Rule 2.7 announcement, 8 April 2015 [http://www.shell.com/investors/financial-reporting/pre-combination-bg-group-publications/recommended-cash-and-share-offer-for-bg-group-plc-by-royal-dutch-shell-plc/_jcr_content/par/textimage_931903780.stream/1447807511882/0d4c28106256a8fda81c66a7abeca10ab78288bd4407420d3ae8f385a8870849/offer-announcement-royaldutchshellplc-bggroupplc.pdf]
* Recommended combination with BG Group, 8 April 2015 [http://s01.static-shell.com/content/dam/shell-new/local/corporate/corporate/shell-announcement/recommended-combination-with-bg-group-webcast.pdf]
* Bridge credit facility agreement, 1 May 2015 [http://www.shell.com/investors/financial-reporting/pre-combination-bg-group-publications/recommended-cash-and-share-offer-for-bg-group-plc-by-royal-dutch-shell-plc/_jcr_content/par/textimage_931903780.stream/1447865277710/2e6869cd27a39b03a8cdc9d3521c1eb66d33d7028d3833b33413cf6d5d27a68a/new-bridge-credit-facility.pdf]
* EU clearance, 2 September 2015 [http://www.shell.com/investors/financial-reporting/pre-combination-bg-group-publications/recommended-cash-and-share-offer-for-bg-group-plc-by-royal-dutch-shell-plc/_jcr_content/par/textimage_931903780.stream/1447865506606/3c4f5071256bb229cb636dd0e6b3a79fde1f090bde2fa5beedd3d8b887acc682/shell-bg-recommended-combination-receives-eu-antitrust-clearance.pdf]
* Scheme document, 22 December 2015 [http://www.shell.com/investors/financial-reporting/pre-combination-bg-group-publications/recommended-cash-and-share-offer-for-bg-group-plc-by-royal-dutch-shell-plc/_jcr_content/par/textimage_931903780.stream/1450769054121/4f7967f628c986d3edf970447c0e9554db09ecbfaf25d1cbe5acabb5b5992e1a/shells-recommended-cash-and-share-offer-for-bg-publication-of-circular-and-prospectus.pdf]
* Shell approval, 27 January 2016 [http://www.shell.com/investors/financial-reporting/pre-combination-bg-group-publications/recommended-cash-and-share-offer-for-bg-group-plc-by-royal-dutch-shell-plc/_jcr_content/par/textimage_931903780.stream/1453897309381/c9242d80b2adab398945b97fb61c4e0516c51ac052a78b2e4cf590401590ecff/shell-shareholders-vote-in-favour-of-the-recommended-combination.pdf]
* BG approvals, 28 January 2016 [http://www.londonstockexchange.com/exchange/news/market-news/market-news-detail/BG./12677412.html]
GlaxoWellcome agreed to merge with Smithkline by way of a scheme of arrangement.
Glaxo shareholders will own about 58.75% of the new company while Smithkline investors will get 0.4552 of a share in the merged group for each share held giving them a 41.25% stake.
The enlarged group is expecting to make over GBP 1.0bn of annual pre-tax cost savings from the third anniversay of completion.
The merger is expected to become effective in the summer of 2000.
May 8 2000, the EU Commission has cleared the anti-trust issues related to this merger.
Both companies have divested some of their license agreements.
The completion date for this deal has now been rescheduled to the 25 September 2000, the deal was meant to complete by the 21 August 2000.
The US Federal Tade Commission has cleared the merger between the two pharmaceutical giants, 18 Dec 2000.
Time Warner Cable Inc. (TWC) has signed a definitive agreement to be acquired by Charter Communications, Inc.
Time Warner Cable, the listed-US based company headquartered in New York, is a media and entertainment company that operates cable television networks.
Charter Communications, the listed US-based company headquartered in Stamford, Connecticut, is a provider of telephone and advanced broadband services.
Terms:
* Charter has agreed to acquire TWC for a consideration of USD 55.09bn.
* 282,752,157 TWC shares outstanding valued at an offer price of USD 194.84 per TWC share.
* USD 100 per share in cash and an exchange ratio of 0.5409 Charter shares: 1 TWC share.
* The transaction has an implied equity value of USD 55.09bn.
* The offer price of USD 194.84 per share represents a premium of 13.8% based on TWC's closing share price of USD 171.18 per share on 22 May 2015, one day prior to the announcement date;
* and a premium of 25.5% based on TWC's closing share price of USD 155.26 per share on 24 April 2015, one month prior to the announcement date.
* Charter will provide an election option to receive USD 115 in cash and 0.4562 Charter shares for each TWC share owned.
* If a superior offer were to emerge for TWC, the company would be required to give CHTR at least 5 business days to make adjustments to its current offer before TWC's board of directors could effect a change of recommendation of the deal.
Financing: Goldman Sachs and UBS are providing financing for the transaction.
Termination Date: The termination date for the transaction is 23-May-15, but it can be extended to 23-Nov-16 under certain circumstances.
Termination Fee: USD 2bn, or 3.6% based on the implied equity value of the deal. The per-share increase required to cover this fee in a superior offer would be USD 7.07. Under certain circumstances, there would be a reverse termination fee and the parent would owe the company USD 1bn.
Rationale: The transaction is in line with Charter's strategy to become a provider of broadband services and technology and to expand its product offerings.
Post Deal Details:
* Upon completion of the transaction, Tom Rutledge, CEO of Charter, will serve as chairman, CEO and president of the combined companies.
* The combined companies will be referred to as New Charter.
* New Charter's Board of Directors will consist of 13 directors, including Tom Rutledge, of which seven independent directors nominated by the independent directors currently serving on Charter's Board of Directors, two directors designated by Advance/Newhouse, and three directors designated by Liberty Broadband.
* Eric Zinterhofer, chairman of Charter, will continue to serve on the Board.
* TWC shareholders will hold approximately between 40 - 44% of New Charter depending on the share election, Advance/Newhouse is expected to own approximately 14% of New Charter, and Liberty Broadband will own approximately 20% of New Charter.
Expected Completion: The transaction is expected to close by the end of 2015.
Conditions:
* Charter shareholder approval.
* TWC shareholder approval.
* Regulatory approvals.
* Customary closing conditions.
Background:
* Liberty Broadband Corporation will acquire USD 4.3bn of newly issued shares of New Charter, upon completion of the Charter/TWC transaction.
* Charter and Advance/Newhouse have amended the agreement they signed on 31 March 2015, where Charter will acquire Bright House Networks, for USD 10.4bn, and New Charter will own between 86% - 87%.
UPDATE 21 September 2015: Charter shareholders have approved the transaction, with more than 99% of the votes in favor of the plan. Time Warner Cable's shareholders have also approved the transaction at a 99% rate.
UPDATE 08 January 2016: Charter Communications, Inc. received approval from the State of New York.
UPDATE 21 April 2016: Dish Network Corporation has requested that the FCC impose a condition to the transaction which requires post-transaction Charter Communications to offer standalone broadband services at market-based prices.
UPDATE 12 May 2016: The transaction received an approval from the California Public Utilities Commission.
UPDATE 18 May 2016: The transaction has been completed.
Source Links:
Charter Communications, Inc. 8-K form filed with SEC on 26 May 2015 [http://www.sec.gov/Archives/edgar/data/1091667/000119312515199495/d930887d8k.htm]
* Press release [http://www.sec.gov/Archives/edgar/data/1091667/000119312515199495/d930887dex991.htm]
* Investor presentation [http://www.sec.gov/Archives/edgar/data/1091667/000119312515199495/d930887dex992.htm]
Time Warner Cable Inc. 8-K form filed with SEC on 26 May 2015 [http://www.sec.gov/Archives/edgar/data/1377013/000095014215001162/eh1500700_8k.htm]
* Press release [http://www.sec.gov/Archives/edgar/data/1377013/000095014215001162/eh1500700_ex9901.htm]
* Investor presentation [http://www.sec.gov/Archives/edgar/data/1377013/000095014215001162/eh1500700_ex9902.htm]
Charter Communications, Inc. press release, 26 May 2015 [http://phx.corporate-ir.net/phoenix.zhtml?c=112298&p=irol-newsArticle&ID=2053012]
Time Warner Cable Inc. press release, 26 May 2015 [http://www.timewarnercable.com/content/twc/en/about-us/press/charter-to-merge-with-time-warner-cable-and-acquire-bright-house-networks.html]
Time Warner Cable Inc. 10-Q form filed with SEC on 30 April 2015 [http://www.sec.gov/Archives/edgar/data/1377013/000119312515158819/d907260d10q.htm#toc907260_3]
Time Warner Cable Inc. 10-K form filed with SEC on 13 February 2015 [http://www.sec.gov/Archives/edgar/data/1377013/000119312515048927/d868984d10k.htm]
Time Warner Cable Inc. 8-K form filed with SEC on 29 May 2015 [https://www.sec.gov/Archives/edgar/data/1377013/000119312515206896/d934835d8k.htm]
* Plan of merger [https://www.sec.gov/Archives/edgar/data/1377013/000119312515206896/d934835dex21.htm]
Charter Communications, Inc. press release, 21 September 2015 [http://ir.charter.com/phoenix.zhtml?c=112298&p=irol-newsArticle&ID=2089208]
Time Warner Cable Inc. press release, 21 September 2015 [http://ir.timewarnercable.com/investor-relations/investor-news/financial-release-details/2015/Time-Warner-Cable-Stockholders-Approve-Merger-with-Charter-Communications/default.aspx]
Charter Communications, Inc. press release, 08 January 2015 [http://ir.charter.com/phoenix.zhtml?c=112298&p=irol-newsArticle&ID=2127694]
Charter Communications, Inc. 8-K form filed with SEC on 18 May 2016 [http://www.sec.gov/Archives/edgar/data/1091667/000119312516593941/d196732dex991.htm]
Time Warner Cable, Inc. press release, 12 May 2016 [http://ir.timewarnercable.com/investor-relations/investor-news/financial-release-details/2016/Charter-Time-Warner-Cable-and-Bright-House-Networks-Receive-Final-Regulatory-Approval-for-Transactions/default.aspx]
E. I. du Pont de Nemours and Company and the Dow Chemical Company have signed a definitive agreement to combine in an all-stock merger of equals.
The combined entity will operate under the name of DowDuPont.
The Dow Chemical Company, the listed US-based company headquartered in Midland, Michigan, is a manufacturer of chemicals, plastic materials, agricultural and other specialized products and services.
E. I. du Pont de Nemours and Company, the listed US-based company headquartered in Wilmington, Delaware, is engaged in agriculture and nutrition, electronics and communications, performance chemicals, performance coatings, performance materials, safety and protection, pharmaceuticals, applied Biosciences and non-aligned businesses.
Terms:
* Dow shareholders:
* A fixed exchange ratio of 1 share in DowDuPont for each Dow share.
* DuPont shareholders:
* A fixed exchange ratio of 1.282 shares in DowDuPont for each DuPont share.
* The offer price represents a premium of 5.9%, based on Dow's closing share price of USD 54.91 per share as on 10 December 2015, one day prior to the date of announcement and a premium of 12.5%, based on Dow's closing share price of USD 51.7 per share as on 11 November 2015, one month prior to the date of announcement.
* Dow and DuPont shareholders will each own approximately 50% of the combined company on a fully diluted basis, excluding preferred shares.
* The implied equity value of the transaction is USD 64.856bn.
* If a superior offer were to emerge for DOW, the company would be required to give DD at least 4 business days to make adjustments to its current offer before DOW's board of directors could effect a change of recommendation of the deal.
Expected Completion: The transaction is expected to close in the second half of 2016.
Termination Date: The termination date for the transaction is 15-Mar-17, but it can be extended to 15-Jun-17 under certain circumstances.
Termination Fee: USD 1.9bn, or 2.9% based on the implied equity value of the deal. The per-share increase required to cover this fee in a superior offer would be USD 1.06.
Rationale:
* The transaction will result in creation of businesses focused in Agriculture, Material Science and Specialty Products.
* The transaction significantly enhances the growth profile for both the companies, DuPont and Dow, while driving value for all of its shareholders and customers.
* The transaction will create cost synergies of approximately USD 3bn, which are projected to create approximately USD 30bn of market value.
* The transaction will create approximately USD 1bn in growth synergies and will reduce corporate and leveraged services costs.
Post Deal Details:
* DowDuPont will have a combined equity value of USD 130bn.
* DowDuPont will be dual headquartered in Midland, Michigan and Wilmington, Delaware.
* The management team of DowDuPont will be as follows:
* DowDuPont's board will have 16 directors, consisting of eight current DuPont directors and eight current Dow directors
* Mr. Andrew Liveris, the Chairman and CEO of Dow will become Executive Chairman of the newly formed DowDuPont Board of Directors.
* Mr. Edward Breen, the Chairman and CEO of Dupont will become Chief Executive Officer of DowDuPont.
* DowDuPont will further be spun-off into three independent, publicly traded companies. The three businesses which are intended to be spun off are:
* Agriculture Company: This business will consist of DuPont's and Dow's seed and crop protection businesses.
* Material Science Company: This business will consist of DuPont's Performance Materials segment and Dow's Performance Plastics, Performance Materials and Chemicals, Infrastructure Solutions, and Consumer Solutions segments.
* Specialty Products Company: This business will consist of DuPont's Nutrition & Health, Industrial Biosciences, Safety & Protection and Electronics & Communications, as well as the Dow Electronic Materials business.
* Advisory Committees will be established for each of the businesses wherein; Mr. Edward Breen will lead the Agriculture and Specialty Products Committees and Mr. Andrew Liveris will lead the Material Science Committee.
Conditions:
* E. I. du Pont de Nemours and Company shareholder approval
* The Dow Chemical Company shareholder approval
* Customary closing conditions
* Regulatory approvals
Background:
* The board of directors of each of DuPont and Dow has unanimously approved the Merger.
* Dow reported revenues of USD 58.16bn with net income of USD 3.4bn for the financial year ended 31 December 2014.
* The three businesses i.e. Agriculture, Material Science and Specialty Products reported pro forma revenues of USD 19bn, USD 51bn and USD 13bn respectively for the financial year ended 31 December 2014.
UPDATE 20 July 2016: E. I. du Pont de Nemours and Company and The Dow Chemical Company shareholders have approved the transaction.
The transaction is expected to close in the second half of 2016, subject to customary closing conditions, including receipt of regulatory approvals.
UPDATE 11 August 2016: The European Commission (EC) has initiated a Phase II review for the proposed merger of equals transaction.
UPDATE 05 September 2016: The EC has extended its deadline for a Phase II decision to 11 January 2017.
UPDATE 09 September 2016: The EC has suspended the deadline for a decision of the Phase II review of the transaction, and is requesting additional information from the companies.
UPDATE 27 March 2017: The transaction has been conditionally approved by the European Commission, subject to the sale of DuPont's pesticide and R&D assets.
UPDATE 02 May 2017: MOFCOM has granted conditional regulatory approval for the transaction.
UPDATE 17 May 2017: Administrative Council for Economic Defense has granted conditional regulatory approval for the transaction.
UPDATE 13 June 2017: The Competition Commission of India has granted conditional regulatory approval for the transaction.
UPDATE 15 June 2017: The transaction has been approved by United States Department of Justice.
UPDATE 27 June 2017: The transaction have been approved by Canadian Competition Bureau and Mexico’s Comision Federal de Competentia Economica (Cofece).
UPDATE 28 June 2017: Dow and DuPont reaffirmed their expectation to close the merger in August 2017, with the intended spin-offs to occur within 18 months of closing.
UPDATE 05 July 2017: The transaction has been conditionally approved by South African Commission, subject to sale of DuPont's entire insectiside business.
Source Links:
The Dow Chemical Company press release, 20 July 2015 [http://www.dowdupontunlockingvalue.com/news/dow-dupont-stockholders-approve-merger]
E. I. du Pont de Nemours and Company press release, 20 July 2015 [http://investors.dupont.com/investor-relations/investor-news/investor-news-details/2016/Dow-and-DuPont-Stockholders-Approve-Merger/default.aspx]
E. I. du Pont de Nemours and Company press release, 11 December 2015 [http://www.dupont.com/corporate-functions/media-center/press-releases/dupont-dow-to-combine-in-merger-of-equals.html]
The Dow Chemical Company press release, 11 December 2015 [http://www.dow.com/news/press-releases/dupont%20and%20dow%20to%20combine%20in%20merger%20of%20equals]
The Dow Chemical Company 8-K form filed with SEC on 11 December 2015 [http://www.sec.gov/Archives/edgar/data/29915/000119312515401629/d100117d8k.htm]
* Exhibit 2.1 [http://www.sec.gov/Archives/edgar/data/29915/000119312515401629/d100117dex21.htm]
* Exhibit 99.1 [http://www.sec.gov/Archives/edgar/data/29915/000119312515401629/d100117dex991.htm]
Dow DuPont Inc. merger fact sheet [http://www.dowdupontunlockingvalue.com/wp-content/uploads/2015/12/Fact-Sheet.pdf]
Weil Gotshal & Manges LLP press release, 11 December 2015 [http://www.weil.com/articles/weil-advises-dow-chemical-co-in-130-billion-merger-with-dupont]
Debevoise & Plimpton LLP press release, 11 December 2015 [http://www.debevoise.com/insights/news/2015/12/debevoise-advises-evercore-as]
Skadden Arps Slate Meagher & Flom LLP press release, 11 December 2015 [https://www.skadden.com/news-events/dupont-and-dow-combine-merger-equals]
The Dow Chemical Company 10-K form filed with SEC on 13 February 2015 [http://www.sec.gov/Archives/edgar/data/29915/000002991515000011/dow201410k.htm]
The Dow Chemical Company 10-Q form filed with SEC on 27 October 2015 [http://www.sec.gov/Archives/edgar/data/29915/000002991515000055/dow-q3x9302015.htm]
The Dow Chemical Company form 8-K filed with SEC on 20 July 2016 [https://www.sec.gov/Archives/edgar/data/29915/000119312516652009/d229652d8k.htm]
* Press release (Ex.99.1) [https://www.sec.gov/Archives/edgar/data/29915/000119312516652009/d229652dex991.htm]
Sanofi-Synthelabo, the French pharmaceutical group, has made an unsolicited public offer to acquire Aventis SA, its Franco-German counterpart, for a total consideration of EUR 47.816bn in cash and equity.
Under the terms of the bid, Sanofi will offer 0.8333 newly-issued shares plus EUR 11.5 in cash per outstanding Aventis share.
The offer price values each Aventis share at EUR 59.625, based on Sanofi's EUR 57.75 closing price on 23 January 2004, last trading day prior to the announcement of the offer, and represents a premium of 3.6% over its closing price on the same date.
The offer comprises the principal offer on the above price terms, and two subsidiary offers, the all-cash offer for EUR 60.43 and the all equity offer for 1.0294 Sanofi shares.
The shareholders may choose either or a proportion of the two, subject, on an aggregate basis, to a minimum 81% of tendered Aventis shares exchanged for Sanofi-Synthelabo shares and a maximum of 19% exchanged for cash.
Further to the completion of the offer, approximately 48% of the enlarged entity will be owned by Aventis' shareholders.
The maximum cash consideration of EUR 9.168bn will be financed via a credit facility of EUR 12bn, which will also be used for the refinancing of certain debt of Aventis and its subsidiaries.
The syndication of the credit facility is guaranteed by BNP Paribas and an affiliated entity of the Merrill Lynch group.
The offer has been approved unanimously by the Board of Directors of Sanofi-Synthelabo on January 25, 2004 and is fully supported by Total and L'Oreal, Sanofi-Synthelabo's principal shareholders.
Sanofi intends to launch a buy-out offer followed by a compulsory acquisition, should it reach acceptances of 95% of Aventis' diluted share capital. It is also intended to propose to Aventis' shareholders the transformation of the company into a societe anonyme.
The combination aims at creating one of the world's top three pharmaceutical companies, next to USA's Pfizer and the UK's GlaxoSmithKline and is expected to generate annual synergies of EUR 160m in 2004, EUR 960m in 2005, and EUR 1.6bn from 2006 onwards.
The deal will also complement Sanofi's established R & D and international market presence with Aventis' extensive sales, marketing, and life cycle management expertise as well as its distribution network in the USA.
The offer is subject to minimum acceptances representing 50% plus one of Aventis share capital on a fully diluted basis and including treasury shares, and approvals from the Federal Trade Commission under the Hart Scott Rodino Act at the initial review stage and the Sanofi shareholders at an EGM in reference to the issue of new shares.
UPDATE 26 January 2004 : The Aventis management board has rejected the approach from Sanofi-Synthelabo.
UPDATE 26 April 2004 : Sanofi-Synthelabo has reached a friendly agreement with Aventis regarding an improved recommended offer of five Sanofi shares plus EUR 120 cash for six Aventis shares.
The offer price values each Aventis share at EUR 66.625, based on Sanofi's EUR 55.95 closing price on 23 April 2004, last trading day prior to the announcement of the increased offer, and represents a premium of 0.6% over its closing price on the same date.
Furthermore the offer represents a premium of 14.3% compared to Sanofi's original offer, based on Sanofi and Aventis' share prices on 25 January 2004, last day prior to the announcement of the original offer.
The offer comprises the principal offer on the above price terms, and two subsidiary offers, the all-cash offer for EUR 68.93 and the all equity offer for 1.1739 Sanofi shares.
The shareholders may choose either or a proportion of the two, subject, on an aggregate basis, to a minimum 71% of tendered Aventis shares exchanged for Sanofi-Synthelabo shares and a maximum of 29% exchanged for cash.
The offer price will be reduced by any net dividend paid by Aventis in case Aventis has any ex-dividend date or dividend payment date before the settlement of the offer.
The increased offer was approved unanimously by Sanofi's Board of Directors and approved by Aventis' Management Board and by Aventis' Supervisory Board.
The Board of the combined entity, to be called Sanofi-Aventis, will be composed of Jean-Francois Dehecq as Chairman and CEO, 8 members chosen by Aventis and 8 members chosen by Sanofi.
The revised offer is subject to minimum acceptances representing 50% plus one of Aventis share capital on a fully diluted basis and including treasury shares, and to approval of the Sanofi shareholders at an EGM in reference to the issue of new shares.
UPDATE 12 August 2004: Sanofi-Synthelabo has received acceptances of 95.47% of Aventis capital and 95.52% of its voting rights on a non-diluted basis and 89.84% of Aventis' capital and 89.88% of its voting rights on a fully diluted basis. Sanofi wil reopen its offer from 13 August until 6 September.
UPDATE 23 August 2004: With the closing of the initial offer by Sanofi-Synthelabo on the shares of Aventis, Aventis has the legal obligation to launch a subsequent offer on the remaining capital of Hoechst AG, the German-based life sciences company.
Aventis intends to acquire the shares of the outstanding shareholders of Hoechst AG through a squeeze out transaction against payment of an adequate cash compensation.
Aventis currently owns a shareholding of 98.1% in Hoechst AG.
Pursuant to the German Stock Corporation Act a principal shareholder holding at least 95% of the shares may take over the shares of the remaining shareholders against adequate cash compensation.
UPDATE 14 October 2004:The Management Board of Aventis and the Board of Directors of Sanofi-Aventis have approved the terms of a plan of merger of Aventis with and into Sanofi-Aventis.
The proposed merger follows Sanofi-Aventis’ offer in the first half of 2004 to acquire Aventis.
The merger exchange ratio has been set at 27 Sanofi-Aventis ordinary shares for 23 Aventis ordinary shares.
The merger is subject to EGM approval of both the shareholders of Sanofi-Aventis and Aventis.
Time Warner Cable Inc. (TWC) has signed a definitive agreement to be acquired by Comcast Corporation.
Time Warner Cable Inc., the listed US-based company headquartered in New York, New York, is a cable telecommunications company.
Comcast Corporation, the listed US-based company headquartered in Philadelphia, Pennsylvania, is a provider of entertainment, information and communications products and services.
Rationale & Synergies:
The transaction is estimated to result in USD 1.5bn in expected operating efficiency synergies according to the company and will be accretive to Comcast’s free cash flow as well as preserving their balance sheet strength.
Comcast will acquire TWC’s 11 million managed subscribers and in order to reduce competitive concerns will divest approximately 3 million managed customers, for a net of approximately 8 million Comcast customers, bringing their total subscriber base to 30 million representing 30% of the total MVPD subscribers in the US.
Terms:
* Comcast has agreed to acquire TWC for a consideration of USD 43,965.40m.
* 1 TWC share: 2.875 Comcast shares.
* 276,825,317 TWC shares valued at an offer price of USD USD 158.82 per share.
* The transaction has an implied equity value of USD 43,965.40m
* The offer price of USD 158.82 per share represents a premium of 17.4% based on the closing price of USD 135.31 per share on 12 February 2014, one day prior to the announcement date, and a premium of 20% based on the closing price of USD 132.40 per share on 13 January 2014, one month prior to the announcement date.
* If a superior offer were to emerge for TWC, the company would be required to give CMCSA at least 5 business days to make adjustments to its current offer before TWC's board of directors could effect a change of recommendation of the deal.
Post Deal Details:
* Upon completion of the transaction, Comcast will expand its buyback program by an additional USD 10bn.
* Neil Smit will be President and CEO of the new company.
Expected Completion: The transaction is expected to close by the end of 2014.
Termination Fee: The transaction does not carry a termination fee.
Termination Date: The termination date for the transaction is 2-Feb-15, but it can be extended to 2-Aug-15 under certain circumstances.
Conditions:
* TWC shareholder approval
* Comcast shareholder approval
* Subject to HSR and FCC approval
* Customary closing conditions
UPDATE 22 July 2014: The Federal Communications Commission has started its 180-day review of the transaction.
UPDATE 08 October 2014: Comcast shareholders have approved the transaction. The deal is expected to close in early 2015.
UPDATE 21 April 2015: Six US Senators have asked the FCC to reject this transaction in fear that it will hurt consumers with higher prices, fewer choices, and poorer service quality.
UPDATE 24 April 2015: The transaction has been terminated.
Source Links :
Time Warner Cable Inc. 8-K form filed with SEC on 13 February 2014 [http://www.sec.gov/Archives/edgar/data/1377013/000119312514051452/d676522d8k.htm]
* Agreement and Plan of Merger [http://www.sec.gov/Archives/edgar/data/1377013/000119312514051452/d676522dex21.htm]
* Press release [http://www.sec.gov/Archives/edgar/data/1377013/000119312514051452/d676522dex991.htm]
Comcast Corporation 8-K form filed with SEC on 13 February 2014 [http://www.sec.gov/Archives/edgar/data/1166691/000095010314001086/dp44002_8k.htm]
* Agreement and Plan of Merger [http://www.sec.gov/Archives/edgar/data/1166691/000095010314001086/dp44002_ex0201.htm]
* Press release [http://www.sec.gov/Archives/edgar/data/1166691/000095010314001086/dp44002_ex9901.htm]
Comcast Corporation press release, 13 February 2014 [http://corporate.comcast.com/news-information/news-feed/time-warner-cable-to-merge-with-comcast-corporation]
Time Warner Cable Inc. press release, 13 February 2014 [http://www.timewarnercable.com/content/twc/en/about-us/press/twc-to-merge-with-comcast.html]
Time Warner Cable Inc. form 10-Q form filed with SEC on 31 October 2013 [http://www.sec.gov/Archives/edgar/data/1377013/000119312513419621/d617473d10q.htm]
Time Warner Cable Inc. form 10-K form filed with SEC on 15 February 2013 [http://www.sec.gov/Archives/edgar/data/1377013/000119312513062081/d483194d10k.htm]
Time Warner Cable Inc. form 10-K form filed with SEC on 18 February 2014 [http://www.sec.gov/Archives/edgar/data/1377013/000119312514056642/d640670d10k.htm]
Comcast Corporation 8-K form filed with SEC on 09 October 2014 [http://www.sec.gov/Archives/edgar/data/1166691/000095010314007075/dp50088_8k.htm]
Comcast Corporation press release, 08 October 2014 [http://corporate.comcast.com/news-information/news-feed/comcast-shareholders-overwhelmingly-approve-the-stock-issuance-for-merger-with-time-warner-cable]
Comcast Corporation 8-K form filed with SEC on 24 April 2015 [http://www.sec.gov/Archives/edgar/data/1166691/000095010315003196/dp55524_8k.htm]
Comcast Corporation press release, 24 April 2015 [http://corporate.comcast.com/news-information/news-feed/comcast-twc-charter-transactions-terminated]
CVS Health Corporation has agreed to acquire Aetna Inc.
CVS Health Corporation (CVS) is a listed US-based pharmacy health care provider engaged in mail order pharmacy, retail pharmacy, specialty pharmacy, retail clinics, Medicare Part D Prescription Drug Plans and other related health care services, headquartered in Woonsocket, Rhode Island.
Aetna Inc. (AET) is a listed US-based provider of health insurance and retirement savings products, headquartered in Hartford, Connecticut.
Terms:
* CVS will acquire 326,172,331 AET shares, representing 100% stake in the company, for a combination of cash and stock.
* As part of the transaction, AET shareholders will receive
* USD 145 per share in cash, valuing cash consideration at USD 47.294bn
* 0.8378 CVS shares for each AET share, valued at a closing share price of USD 75.12 on 01 December 2017, valuing equity consideration at USD 20.527bn.
* The transaction values implied offer price at USD 207.93 per share.
* The offer price represents a premium of 14.7% over AET's closing share price of USD 181.31 per share on 01 December 2017, one day prior to the announcement date, and a premium of 17.5% over AET's closing share price of USD 176.99 per share on 03 November 2017, one month prior to the announcement date.
* The implied equity value of the transaction is USD 67.822bn.
* If a superior offer were to emerge for Aetna, the company would be required to give CVS at least 3 business days to make adjustments to its current offer before Aetna's board of directors could effect a change of recommendation of the deal.
Financing:
* The cash consideration of the transaction will be funded through a combination of CVS' existing cash on hand and debt financing.
* As part of debt financing, Barclays, Goldman Sachs and Bank of America Merrill Lynch are providing USD 49bn of financing commitments.
Termination Date: The termination date for the transaction is 3-Dec-18, but it can be extended to 3-Mar-19 and further extended to 3-Jun-19 under certain circumstances.
Termination Fee: Aetna would be required to pay CVS USD 2,100m, or 3.10% based on the implied equity value of the deal.
Under certain circumstances, there would be a reverse termination fee and the parent would owe the company USD 2,100m.
Rationale:
* The transaction will fulfill unmet need in the current health care system and redefine access to high-quality care in lower cost.
* The deal is expected to generate significant synergies of USD 750m for the shareholders and customers of CVS and AET.
Post Deal Details:
* The shareholders of AET and CVS will own approximately 22% and 78% stake in the combined company, respectively.
* Three of AET's directors, including Mr. Mark T. Bertolini, the Chairman and CEO of AET, will join CVS' board of directors.
* AET management team will play significant roles in the newly combined company.
* AET will continue to operate as a stand-alone business unit within the CVS Health enterprise and will be led by members of their current management team.
Expected Completion: The deal is expected to complete in the second half of 2018.
Conditions:
* Approval from the shareholders of CVS and AET.
* Receipt of regulatory approvals.
* Satisfaction of other customary closing conditions.
Background:
* The transaction has been unanimously approved by the boards of directors of AET and CVS.
* Prior to this transaction, Anthem Inc. and UnitedHealth Group, Inc. had made a proposal for the acquisition of Aetna, Inc.
UPDATE 01 FEBRUARY 2018: Department of Justice has isued second notice request, which has resulted in the extension of the waiting period under the Hart Scott Rodino Act by 30 days.
UPDATE 06 March 2018: CVS Health Corporation is working on a USD 44bn bond sale to finance the its proposed acquisition of Aetna Corp.
UPDATE 13 March 2018: CVS Health Corporation shareholders have voted to approve the CVS shares to be issued in the acquisition of Aetna Inc.
The merger is expected to close in the second half of 2018, subject to required regulatory approvals.
UPDATE 10 October 2018: CVS Health has announced that U.S. Department of Justice (DOJ) has approved the acquisiition of Aetna.
UPDATE 26 November 2018: The transaction has been approved by the New York Department of Financial Services.
Source Links:
CVS Health Corporation press release, 03 December 2017 [https://cvshealth.com/newsroom/press-releases/cvs-health-acquire-aetna-combination-provide-consumers-better-experience]
Aetna Inc. press release, 03 December 2017 [https://news.aetna.com/news-releases/cvs-to-acquire-aetna/]
Aetna Inc. 8-K form filed with SEC on 04 December 2017 [https://www.sec.gov/Archives/edgar/data/1122304/000095010317011951/dp83710_8k.htm]
Aetna Inc. 425 form filed with SEC on 04 December 2017 [https://www.sec.gov/Archives/edgar/data/64803/000119312517359527/d482402d8k.htm]
* Exhibit 99.1 (Press Release) [https://www.sec.gov/Archives/edgar/data/64803/000119312517359527/d482402dex991.htm]
Aetna Inc. 425 form filed with SEC on 04 December 2017
* Investor Presentation [https://www.sec.gov/Archives/edgar/data/64803/000119312517360069/d444510d425.htm]
Shearman & Sterling LLP press release, 04 December 2017 [http://www.shearman.com/en/newsinsights/news/2017/12/advises-cvs-on-acquisition-of-aetna]
Davis Polk & Wardwell LLP press release, 04 December 2017 [https://www.davispolk.com/news/davis-polk-advises-aetna-its-acquisition-cvs-health/]
Simpson Thacher & Bartlett LLP press release, 04 December 2017 [http://www.stblaw.com/about-us/news/details?id=8839e90e-743d-6a02-aaf8-ff0000765f2c]
Aetna Inc. 8-K form filed with SEC on 05 December 2017 [https://www.sec.gov/Archives/edgar/data/64803/000119312517361802/d444237d8k.htm]
* Ex-2.1 Agreement and Plan of Merger [https://www.sec.gov/Archives/edgar/data/64803/000119312517361802/d444237dex21.htm]
Aetna Inc. 10-K form filed with SEC on 17 February 2017
* Income statement [https://www.sec.gov/Archives/edgar/data/1122304/000112230417000014/form10-k.htm#sDBA897DE9ED03E3B3BC240FDC8488725]
CVS Health Corporation press release, 13 March 2018 [https://cvshealth.com/newsroom/press-releases/cvs-health-stockholders-approve-aetna-acquisition]
CVS Health Corporation press release, 10 October 2018 [https://cvshealth.com/newsroom/press-releases/cvs-health-acquisition-aetna-moving-forward-agreement-us-department-justice]
Aetna Inc. 8-K form filed with SEC on 11 October 2018 [https://www.sec.gov/Archives/edgar/data/1122304/000112230418000140/form8-k.htm]
New York Department of Financial Services press release, 26 November 2018 [https://www.dfs.ny.gov/about/press/pr1811261.htm]
Aetna Inc. 8-K form filed with SEC on 26 November 2018 [https://www.sec.gov/Archives/edgar/data/1122304/000112230418000157/form8-k.htm]
Cigna Corporation has agreed to acquire Express Scripts Holding Company.
Cigna Corporation is a listed US-based insurance company that operates as a health service organization, headquartered in Bloomfield, Connecticut.
Express Scripts Holding Company is a listed US-based provider of pharmacy benefit management (PBM) services and provider of benefit-design consultation services, headquartered in Saint Louis, Missouri.
Terms:
* Cigna has agreed to acquire 561,236,845 shares of Express Scripts, representing 100% stake, at a cash offer price of USD 48.75 per share and an exchange ratio of 0.2434 share in Cigna for every 1 share of Express Scripts acquired.
* Based on Cigna’s closing share price of USD 194.25 on 07 March 2018, one day prior to the date of announcement, the implied equity value of the transaction is USD 53.9bn.
* The inferred offer price of USD 96.03 per share represents a premium of 30.79% over Express Scripts’s closing share price of USD 73.42 on 07 March 2018, one day prior to the date of announcement, and a premium of 30.92% over Express Scripts’s closing share price of USD 73.35 on 07 February 2018, one month prior to the date of announcement.
* If a superior offer were to emerge for Express Scripts, the company would be required to give Cigna at least 5 business days to make adjustments to its current offer before Express Scripts's board of directors could effect a change of recommendation of the deal.
Termination Date: The termination date for the transaction is 08-Dec-18, but it can be extended to 08-Jun-19 under certain circumstances.
Termination Fee: USD 1.6bn, or 2.95% based on the implied equity value of the deal.
If the merger is terminated because Express Scripts changes its recommendation, it would pay a reverse termination fee of USD 1.6bn.
If the merger is terminated due to regulatory issues, the parent would instead owe the company USD 2.1bn.
Financing:
* The cash portion will be funded through a combination of Cigna‘s cash on hand, assumed Express Scripts debt and new debt issuance.
* Cigna has also obtained a fully committed debt financing from Morgan Stanley Senior Funding, Inc. and The Bank of Tokyo-Mitsubishi UFJ, Ltd.
Rationale:
* The transaction brings together two complementary customer-centric services companies, which will position the combined entity to drive greater quality and affordability for customers.
* The acquisition accelerates Cigna’s enterprise mission of improving the health, well-being and sense of security and expands the breadth of services for its customers, partners, clients, health plans and communities.
* The combination will company to deliver superior services, responding fully to the dynamic needs of their customers and clients and will also drive long-term value creation for both companies’ shareholders
Post Deal Details:
* Cigna shareholders will own approximately 64% of the combined company and Express Scripts shareholders will own approximately 36%.
* Mr. David Cordani, CEO of Cigna, will lead the combined company as President and CEO. Mr. Tim Wentworth, CEO of Express Scripts, will assume the role of President.
* The combined company’s board will be expanded to 13 directors, including four independent members of the Express Scripts board.
* The combined company will be named Cigna and Bloomfield, Connecticut will be its headquarters.
* An incremental investment of USD 200m will be made by the combined company in its charitable foundation, to support the communities in which it operates, and with the continued focus on improving societal health.
* Cigna is expected to have debt of approximately USD 41.10bn and a debt-to-capitalization ratio of approximately 49%. It aims to achieve a ratio in the 30’s within 18 to 24 months after completion.
Conditions:
* Approval of Cigna Corporation shareholders.
* Approval of Express Scripts Holding Company shareholders.
* Applicable regulatory approvals.
* Customary closing conditions.
Expected Completion: The transaction is expected to be completed by 31 December 2018.
Background:
* The transaction has been approved by the Board of Directors of each company.
* Express Scripts reported revenue of USD 100.06bn and net profit of USD 4.52bn in 2017.
UPDATE 23 April 2018: Cigna and Express Scripts each received a request for additional information and documentary material (the "Second Request") from the U.S.
Department of Justice (DOJ) in connection with the DOJ's review of the transaction.
Both companies continue to expect the transaction to close by December 31, 2018, subject to the satisfaction or waiver of all closing conditions, including approval of the transaction by the stockholders of each of Cigna and Express Scripts.
UPDATE 14 August 2018: Carl Icahn has agreed to vote in favor the transaction as opposed to his previous intentions to go against the merger.
UPDATE 19 December 2018:
* On 18 December 2018, the transaction has received the regulatory approval from the State of New Jersey.
* The transaction is expected to complete on 20 December 2018, subject to the satisfaction of all other closing conditions.
Source Links:
Cigna Corporation press release, 08 March 2018 [https://www.cigna.com/newsroom/news-releases/2018/cigna-to-acquire-express-scripts-for-67-billion]
Cigna Corporation 8-K form filed with SEC on 08 March 2018 [https://www.sec.gov/Archives/edgar/data/701221/000095015918000059/cigna8k.htm]
* Press Release (Exhibit 99.1) [https://www.sec.gov/Archives/edgar/data/701221/000095015918000059/ex99-1.htm]
Cigna Corporation investor presentation, 08 March 2018 [https://www.cigna.com/assets/docs/about-cigna/Investor%20Relations/cigna-corp-esrx-acquisition-investor-presentation.pdf]
Express Scripts Holding Company press release, 08 March 2018 [https://expressscriptsholdingco.gcs-web.com/news-releases/news-release-details/cigna-acquire-express-scripts-67-billion]
Skadden Arps Slate Meagher & Flom LLP press release, 08 March 2018 [https://www.skadden.com/about/news-and-rankings/news/2018/03/cigna-to-acquire-express-scripts]
Express Scripts Holding Company 8-K form filed with SEC on 08 March 2018 [https://www.sec.gov/Archives/edgar/data/1532063/000119312518074974/d549178d8k.htm]
* Press Release (Exhibit 99.1) [https://www.sec.gov/Archives/edgar/data/1532063/000119312518074974/d549178dex991.htm]
Express Scripts Holding Company 10-K form filed with SEC on 27 February 2018 [https://www.sec.gov/Archives/edgar/data/1532063/000153206318000004/esrx-12312017x10k.htm]
* Balance Sheet and Income Statement [https://www.sec.gov/Archives/edgar/data/1532063/000153206318000004/esrx-12312017x10k.htm#s2149B87B8B64575ABD65BA2699DA7AEC]
Cigna Corporation 8-K form filed with SEC on 19 December 2018 [https://www.sec.gov/Archives/edgar/data/701221/000095015918000531/cigna8k.htm]
Express Scripts Holding Company 8-K form filed with SEC on 19 December 2018 [https://www.sec.gov/Archives/edgar/data/1532063/000119312518352837/d556152d8k.htm]c,zxmczmxclik,kkjjkkhsmmaslcxzxion 8-K form filed with SEC on 08 March 2018Cigna Corporation 8-K form filed with SEC on 08 March 2018Express Scripts Holding Company 8-K form filed with SEC on 08 MarExpress Scripts Holding Company 8-K form filed with SEC onCigna Corporation 8-K form filed with SEC on 08 March 2Cigna Corporation Cigna CorporationCigna Corporation Cigna Cigna CorpCigna CoCigna CorpCigna Cor
Olivetti, through its Tecnost subsidiary, made a conditional unsolicited offer for Telecom Italia on the basis of EUR 6 in cash, EUR 2.6 in bonds of Olivetti's Tecnost unit and EUR 1.4 in Tecnost shares for each Telecom Italia share.
It raised its offer to EUR 11.50 per share as to EUR 6.92 in cash and EUR 2.90 in bonds and shares in Tecnost on March 29 1999 and it was this offer which succeeded in beating rival bidder Deutsche Telecom.
The original offer represented a premium of 10.5% to the last closing share price of TI and is conditional on Olivetti selling its stake in Omnitel Pronto and Infostrada to Mannesmann for DEM 14.9bn.
The offer was declared invalid by the Italian stock market regulator because it did not secure approval for the sale of Omintel and Infostrada, and was deemed to be lacking details such as a deadline for shareholders to accept the bid.
Approval from the Italian government, which holds a 3.4% stake in TI, is crucial because it holds the right to veto changes in the company's ownership. Olivetti subsequently raised its offer, which was accepted by 51% of TI's shareholders on May 21 1999.
Comcast Corporation, the listed US company principally involved in the development, management and operation of broadband cable networks and in the provision of electronic commerce and programming content through cable networks, has made an unsolicited offer to merge with Walt Disney Company, the US media and entertainment group, for an equity consideration of USD 66bn, including the assumption of net debt of USD 11.9bn.
Under the terms of the agreement Comcast would issue 0.78 of a share of Comcast Class A voting common stock for each Disney share, valuing each Disney share at USD 26.47 based on the USD 33.93 closing share price of Comcast on 10 February 2004.
This represents a premium of 10% over Disney’s closing share price of USD 24.08 on 10 February 2004.
The above terms would give Disney’s shareholders a 42% stake in the combined company.
Comcast seeks to merge with Disney in order to form a media conglomerate that will combine large programming assets with distribution outlets like cable and satellite and would position itself better against similar integrated distribution/content providers such as Time Warner and News Corp.
The transaction is subject to regulatory and shareholder approvals.
UPDATE 16 February 2004: The Board of Directors of The Walt Disney Company have unanimously rejected the proposal by Comcast Corporation to acquire Disney by trading 0.78 of a share of Comcast for each share of Disney.
UPDATE 28 April 2004: Comcast Corporation has withdrawn its proposal to merge with Disney, effective immediately.
AT&T Inc has signed a definitive agreement to acquire The DirecTV Group, Inc.
AT&T Inc, a listed US-based telecommunications holding company headquartered in Dallas, Texas is engaged in providing telecommunication services to consumers, businesses, and other service providers worldwide.
The DirecTV Group, Inc, a listed US-based company headquartered in El Segundo, California, is a provider of entertainment content and general digital TV broadcasting via satellite and cable networks.
Terms:
* AT&T will acquire 502,224,444 equity shares, representing 100% stake in DirecTV, at a cash-and-stock offer price of USD 95 per share, valuing the deal at USD 65.5bn.
* USD 28.50 per share in cash and USD 66.50 per share in AT&T stock will be offered to DirecTV shareholders, based on AT&T closing share price on 16 May 2014.
* The stock offer price is subject to a collar such that DirecTV shareholders will receive 1.905 AT&T shares if AT&T stock price is below USD 34.90 at closing and 1.724 AT&T shares if AT&T stock price is above USD 38.58 at closing. If AT&T stock price at closing remains between USD 34.90 and USD 38.58, DirecTV shareholders will receive a number of shares between 1.724 and 1.905, equal to USD 66.50 in value.
* The offer represents a premium of 10.2%, based on DirecTV’s closing share price of USD 86.18 per share as on 16 May 2014, one day prior to the date of announcement, and a premium of 25.6% based on DirecTV’s closing share price of USD 75.64 per share as on 17 April 2014, one month prior to the date of announcement.
* The implied equity value of the transaction is approximately USD 47.71bn.
* If a superior offer were to emerge for The DirecTV Group Inc., the company would be required to give AT&T Inc. at least 5 business days to make adjustments to its current offer before DirecTV 's board of directors could effect a change of recommendation of the deal.
Financing: AT&T will finance the cash portion of the transaction through an arrangement of cash on hand, sale of non-core assets, committed financing facilities and opportunistic debt market transactions.
Termination Date: The termination date for the transaction is 18-May-15, but it can be extended to 13-Nov-15 by under certain circumstances.
Termination Fee: The agreement includes a termination fee of USD 1,445m to be paid by DirecTV to AT&T upon termination of this agreement by DirecTV for any superior proposal.
Rationale:
* The transaction implies an adjusted enterprise value multiple of 7.7 times DirecTV’s 2014 estimated EBITDA.
* The transaction will create immediate and long-term value for AT&T shareholders.
* DirecTV’s strong cash flows will support AT&T’s future investments in growth opportunities and shareholder returns.
* The addition of DirecTV will diversify AT&T’s revenue mix and provides with numerous growth opportunities as it is expected to considerably increase video revenues, accelerate broadband growth and significantly expand revenues from outside US markets.
* The acquisition will enable AT&T to expand and enhance its high-speed broadband in order to serve 15 million customer locations in rural areas where AT&T does not exist at present.
* The acquisition of DirecTV is a strategic fit for AT&T, as it will be able to enhance innovation and provide its customers with new competitive options in mobile, video and broadband services.
* The combined entity will provide stand-alone wireline broadband service at speeds of at least 6 Mbps and at nationwide package prices for all the customers.
Post Deal Details:
* DirectTV shareholders will own between 14.5% and 15.8% of AT&T outstanding shares on a fully-diluted basis.
* DirectTV will operate as a wholly-owned subsidiary of AT&T.
* AT&T expects the acquisition to be accretive on a free cash flow per share and adjusted EPS basis within the first 12 months after closing.
* AT&T expects cost synergies to exceed USD 1.6bn on an annual run rate basis by third year after closing.
Expected Completion: The transaction is expected to close within approximately 12 months.
Conditions:
* DirectTV shareholders approval.
* U.S. Federal Communications Commission review.
* U.S. Department of Justice approval.
* Subject to regulatory approvals.
Background:
* The transaction has been unanimously approved by the Boards of Directors of both companies.
* In order to facilitate the regulatory approval process in Latin America, AT&T intends to divest its interest in America Movil SAB de CV, a listed Mexico-based provider of wireless communication services, which includes 73 million publicly listed L shares and all of its AA shares, representing approximately 8.4% stake in the company.
* The divestment of America Movil forms a noteworthy component of this acquisition, since DirecTV has significant operations in Latin America and this would bring AT&T into competition with America Movil, which could raise regulatory issues.
* AT&T’s designees to the America Movil Board of Directors will tender their resignations immediately to avoid any form of disagreement.
* Earlier in February 2008, Liberty Media Corporation, a listed US based holding company with interest in media, communications and entertainment industries, had acquired a 41% stake in DirecTV for USD 11.68bn, and further in April 2008, it acquired a 7% stake for USD 2.04bn.
UPDATE 21 July 2014: Brazil's competition authority CADE approved the deal unconditionally.
UPDATE 18 September 2014: AT&T has receive the approval from Mexico regulator for the acquisition of DirecTV.
UPDATE 25 September 2014: The shareholders of DirectTV has approved the merger, with 99% of votes being cast in favour of the transaction, representing 77 % of all outstanding shares.
UPDATE 19 May 2015: AT&T and DirecTV have extended the 18 May 2015 termination date for their transaction to "a short period of time" in order to receive the final regulatory approvals needed for the deal to close.
UPDATE 29 June 2015: AT&T and DirecTV have again extended the termination date "for a short period of time" in order to receive the final regulatory approvals needed for the deal to close.
UPDATE 24 July 2015: The transaction has been completed and DirecTV has de-listed from the NASDAQ.
Sources:
DirecTV 8-K form filed with SEC on 19 May 2014 [http://www.sec.gov/Archives/edgar/data/1465112/000090951814000181/mm05-1914dtv_8k.htm]
* Exhibit 2.1 [http://www.sec.gov/Archives/edgar/data/1465112/000090951814000181/mm05-1914dtv_8ke21.htm]
* Exhibit 99.1 [http://www.sec.gov/Archives/edgar/data/1465112/000090951814000181/mm05-1914dtv_8ke991.htm]
AT&T Inc 8-K form filed with SEC on 19 May 2014 [http://www.sec.gov/Archives/edgar/data/732717/000119312514203709/d729946d8k.htm]
* Exhibit 2.1 [http://www.sec.gov/Archives/edgar/data/732717/000119312514203709/d729946dex101.htm]
* Exhibit 99.1 [http://www.sec.gov/Archives/edgar/data/732717/000119312514203709/d729946dex991.htm]
DirecTV 10-K form filed with SEC on 24 February 2014
* Balance Sheet [http://www.sec.gov/Archives/edgar/data/1465112/000104746914001182/a2218415z10-k.htm#bal]
* Income Statement [http://www.sec.gov/Archives/edgar/data/1465112/000104746914001182/a2218415z10-k.htm#SO]
DirecTV 10-Q form filed with SEC on 12 May 2014
* Balance Sheet [http://www.sec.gov/Archives/edgar/data/1465112/000104746914004856/a2220046z10-q.htm#BS]
DirecTV 8-K form filed with SEC on 15 May 2015 [http://www.sec.gov/Archives/edgar/data/1465112/000090951815000157/mm05-1515_8k.htm]
DirecTV 8-K form filed with SEC on 29 June 2015 [http://www.sec.gov/Archives/edgar/data/1465112/000114036115025834/form8k.htm]
AT&T Inc 8-K form filed with SEC on 24 July 2015 [http://www.sec.gov/Archives/edgar/data/732717/000073271715000069/form8k.htm]
DirecTV 8-K form filed with SEC on 24 July 2015 [http://www.sec.gov/Archives/edgar/data/1465112/000090951815000217/mm07-2415_8k.htm]
Plan of Merger: Wyeth (WYE), a New Jersey corporation, has signed a definitive agreement to be acquired by Pfizer, Inc. (PFE), a New York corporation.
The boards of directors of both companies have approved the merger.
Wyeth, a US based company headquartered in Madison, New Jersey, engages in the discovery, development, manufacture, distribution, and sale of pharmaceuticals, consumer healthcare, and animal health products.
Pfizer, Inc., a US based company headquartered in New York, NY, engages in the discovery, development, manufacture, and marketing of prescription medicines for humans and animals worldwide.
Rationale & Synergies: The acquisition will produce the world’s premier biopharmaceutical company with a diversified health care portfolio.
Pfizer also expects USD 4bn in cost savings to be realized by 2011.
Terms: USD 33 and 0.985 Pfizer share per Wyeth share
* 0.985 Pfizer share translates to USD 17.19 based on the closing share price on 23-Jan-09 of USD 17.45.
* This represents a value of USD 50.19 for each Wyeth share.
* The offer provides a premium of 14.7% based on WYE's closing share price on 23-Jan-09 of USD 43.74.
* The implied equity value of the transaction is approx. USD 66.8bn.
* Pfizer is required to maintain the minimum credit rating of A2/A long-term stable/stable and A1/P1 short term affirmed for it to secure financing for the deal, if it fails to do so the banks may reject financing, which will in essence jeopardise the deal.
* If a superior offer were to emerge for Wyeth, the company would be required to give Pfizer at least three business days to make adjustments to its current offer before Wyeth's board of directors could effect a change of recommendation of the deal.
Conditions:
* HSR (USA)
* EC (Europe)
* MOFCOM (China)
* CA (Canada)
* ACCC (Australia)
* WYE EGM (majority affirmative vote required to approve)
Financing: Pfizer will receive USD 22.5bn in loan from a consortium of five banks that include Bank of America Corp., Barclays Plc, Citigroup Inc., Goldman Sachs Group Inc., and JP Morgan Chase & Co, with each bank providing USD 4.5bn.
The financing is contingent on Pfizer maintaining the minimum credit rating of A2/A long-term stable/stable and A1/P1 short term affirmed.
Expected Close: The transaction is expected to close in the third or fourth quarter of 2009.
Termination Date: The termination date for the transaction is 31-Oct-09, but it can be extended to 31-Dec-09 under certain circumstances.
Termination Fee: USD 1.5bn to USD 2bn or 2.2% to 3.0% based on the implied equity value of the deal depending upon timing and circumstance of the termination.
The per-share increase required to cover this fee in a superior offer would be USD 1.13 to USD 1.50.
Under certain circumstances, there would be a reverse termination fee and the parent would owe the company USD 4.5bn.
Material Adverse Effect:
Any change, effect or circumstance that is or would be reasonably expected to be materially adverse to the financial condition, assets, liabilities, business or results of operations of the Company and its Subsidiaries, taken as a whole.
Excludes:
a. Changes generally affecting the economy, financial or securities markets or political or regulatory conditions, to the extent such changes do not adversely affect the Company and its Subsidiaries in a disproportionate manner relative to other participants in the pharmaceutical or biotechnology industry
b. Changes in the pharmaceutical or biotechnology industry, to the extent such changes do not adversely affect the Company and its Subsidiaries in a disproportionate manner relative to other participants in such industry
c. Change in Law or the interpretation thereof or GAAP or the interpretation thereof, to the extent such changes do not adversely affect the Company and its Subsidiaries in a disproportionate manner relative to other participants in such industry
d. Acts of war, armed hostility or terrorism to the extent such changes do not adversely affect the Company and its Subsidiaries in a disproportionate manner relative to other participants in the pharmaceuticals or biotechnology industry
e. Any change attributable to the negotiation, execution or announcement of the Merger, including any litigation resulting there from, and any adverse change in customer, distributor, employee, supplier, financing source, licensor, licensee, sub-licensee, stockholder, co-promotion or joint venture partner or similar relationships, including as a result of the identity of Parent
f. Any failure by the Company to meet any internal or published industry analyst projections or forecasts or estimates of revenues or earnings for any period (it being understood and agreed that the facts and circumstances giving rise to such failure that are not otherwise excluded from the definition of a Company Material Adverse Effect may be taken into account in determining whether there has been a Company Material Adverse Effect)
g. Any change in the price or trading volume of the Company Common Stock on the NYSE (it being understood and agreed that the facts and circumstances giving rise to such change that are not otherwise excluded from the definition of a Company Material Adverse Effect may be taken into account in determining whether there has been a Company Material Adverse Effect)
h. Compliance with the terms of, or the taking of any action required by, this Agreement
Specific Performance: The parties hereto agree that irreparable damage would occur if any provision of this agreement were not performed in accordance with the terms hereof and that the parties shall be entitled to seek an injunction or injunctions to prevent breaches of this Agreement or to enforce specifically the performance of the terms and provisions hereof.
Background of the Merger: On 26-Jun-08, Pfizer’s board of directors held a meeting during which a potential transaction with Wyeth was discussed.
In addition, between 19-Jun-08 and 20-Aug-08, Pfizer’s senior management, along with its legal and financial advisors, performed a thorough review of Wyeth’s business based on publicly available information.
After an extensive analysis, Pfizer made its first offer on 09-Sep-08 according to which Pfizer would acquire Wyeth for USD 53.00 per share (consisting of USD 34.50 in cash and USD 18.50 of Pfizer common stock at a fixed exchange ratio), plus a contingent value right of USD 3.00 per share in additional consideration that would be payable if and when Wyeth’s pipeline Alzheimer’s product, bapineuzumab, achieved certain conditions relating to regulatory approval.
After several negotiations, spanning over next several months various proposals were made by Pfizer, until the final offer of USD 33.00 and 0.985 Pfizer share per Wyeth share was settled upon.
On 26-Jan-09, the two companies issued a joint press release announcing the transaction before the opening of trading on the NYSE.
UPDATE: 3-Apr-09: Pfizer received a second request from the FTC for additional information regarding the transaction.
UPDATE: 18-Jun-09: The SEC has declared effective Pfizer’s preliminary proxy filing made in connection with the merger.
According to the filing, the voting for the merger agreement by the Wyeth stockholders will take place at the Wyeth AGM to be held on 20-Jul-09.
Bayer AG agreed to acquire Monsanto Company.
Bayer AG, the listed German-based company headquartered in Leverkusen, Germany, is the producer of healthcare and agricultural products.
Monsanto Company, the listed US-based company headquartered in St Louis, Missouri, is the provider of agricultural products for farmers.
Terms:
* The offer price is USD 128 per share in cash.
* Based on 437,808,177 shares outstanding of Monsanto, the implied equity value of the transaction is USD 56bn.
* The offer price of USD 128 represents a premium of 20.6% based on Monsanto's closing price of USD 106.10 on 13 September 2016, one day before the announcement;
* a premium of 21.6% based on Monsanto's closing price of USD 105.25 on 12 August 2016, one month before the announcement day;
* a premium of 31.8% over Monsanto's share price of USD 97.13 on 18 May 2016, one day prior to the announcement that Bayer has made a proposal to acquire Monsanto;
* and a premium of 43% to Monsanto's three-month volume-weighted average share price.
* If a superior offer were to emerge for Monsanto, the company would be required to give Bayer at least 5 business days to make adjustments to its current offer before Monsanto’s board of directors could affect a change of recommendation of the deal.
Financing:
* Bayer intends to finance the transaction with a combination of debt and equity.
* The equity component of approximately USD 19bn is expected to come through an issuance of mandatory convertible bonds and through a rights issue with subscription rights.
* BofA Merrill Lynch, Credit Suisse, Goldman Sachs, HSBC and JP Morgan have committed a bridge financing for USD 57bn.
Termination Date: The termination date for the transaction is 14-Sep-17; can be extended to 14-Jun-18.
Termination Fee: Not to exceed USD 1.85bn, or 2.83% based on the implied equity value of the deal. The per-share increase required to cover this fee in a superior offer would be USD 4.23.
Under certain circumstances if parent terminates the merger, then the parent would owe USD 2bn (reverse antitrust break fee).
Rationale: The transaction is in line with Bayer's strategy to combine Bayer's broad Crop Protection product line with Monsanto's Seeds & Traits and Climate Corporation platform to strengthen Bayer's position in the crop science business.
Post Deal Details:
* The combined agriculture business will have its global Seeds & Traits and North American commercial headquarters in St. Louis, Missouri.
* The global Crop Protection and overall Crop Science will be headquartered in Monheim, Germany.
* The Digital Farming activities for the combined business will be based in San Francisco, California.
* An annual pro-forma R&D budget will be approximately EUR 2.5bn.
* The transaction is expected to be accretive to Bayer's core EPS in the first year after closing; the accretion is projected to be in the double-digit percentage point in the third year after closing.
* Synergies are expected to amount to USD 1.5bn after the third year.
Conditions:
* Customary closing conditions
* Monsanto shareholder approval
* Regulatory approvals
Expected Completions: Closing is expected by the end of 2017.
Background:
* Monsanto's main products:
* Genetically-modified agricultural and vegetable seeds
* Plant biotechnology traits
* Crop protection chemicals
* Monsanto employs 21,183 employees globally and operates 404 facilities in 66 countries.
* In the United States, Monsanto employs 10,277 employees and operates 146 facilities in 33 states.
* Pro forma sales of the combined agricultural business amounted to EUR 23bn in 2015.
* On 12-May-16, Bloomberg, citing sources familiar with the situation, reported that Bayer has discussed financing details and possible divestitures to facilitate the deal to acquire Monsanto.
* On 19-May-16, Bayer confirms preliminary approach.
* On 23-May-16, Bayer makes all-cash offer for USD 122 per share.
* On 24-May-16, Monsanto rejects Bayer proposal as 'incomplete and financially inadequate' but is open to discussing potential path forward.
* On 14-Jul-16, Bayer increases its offer for Monsanto to USD 125 per share.
* On 19-Jul-16, Monsanto says Bayer's revised offer is 'financially inadequate', but remains open to talks.
* On 5-Sep-2016, Monsanto says it has been engaged in negotiations with Bayer AG, during which it has received an updated non-binding proposal for a potential acquisition of Monsanto for USD 127.50 per share in cash.
UPDATE 13 December 2016: The transaction has been approved by Monsanto shareholders.
UPDATE 03 May 2017: The transaction has been approved by The Competition Commission of South Africa.
UPDATE 01 December 2017: The transaction has been approved by the Philippine Competition Commission.
UPDATE 01 December 2017: The transaction has been approved by the Committee on Foreign Investment in the United States.
UPDATE 09 February 2018: The transaction has been approved by The Administrative Council for Economic Defense – CADE on 07 February 2018 subject to certain restrictions.
UPDATE 13 March 2018: The transaction has been approved by China's Ministry of Commerce.
UPDATE 07 June 2018: The transaction has been completed.
Source Links:
Monsanto Company press release, 05 September 2016 [http://news.monsanto.com/press-release/corporate/monsanto-confirms-updated-proposal-bayer]
Monsanto Company 8-K form filed with SEC on 14 September 2016 [https://www.sec.gov/Archives/edgar/data/1110783/000089882216000443/press_release.htm]
Monsanto Company DFAN14A form filed with SEC on 14 September 2016 [https://www.sec.gov/Archives/edgar/data/1110783/000110465916144533/a16-12008_37dfan14a.htm]
* Press release [https://www.sec.gov/Archives/edgar/data/1110783/000110465916144533/a16-12008_37ex99d1.htm]
* Deal announcement [https://www.sec.gov/Archives/edgar/data/1110783/000110465916144533/a16-12008_37ex99d2.htm]
Monsanto Company DFAN14A form filed with SEC on 14 September 2016 [https://www.sec.gov/Archives/edgar/data/1110783/000110465916144642/0001104659-16-144642-index.htm]
* Investor presentation [https://www.sec.gov/Archives/edgar/data/1110783/000110465916144642/a16-12008_38ex99d3.htm]
* Factsheet [https://www.sec.gov/Archives/edgar/data/1110783/000110465916144642/a16-12008_38ex99d4.htm]
Monsanto Company press release, 14 September 2016 [http://news.monsanto.com/Bayer-Monsanto-acquisition]
Bayer AG press release, 14 September 2016 [http://www.news.bayer.com/baynews/baynews.nsf/id/ADSF8F-Bayer-and-Monsanto-to-Create-a-Global-Leader-in-Agriculture]
Debevoise & Plimpton LLP press release, 14 September 2016 [http://www.debevoise.com/insights/news/2016/09/directors-of-monsanto]
Sullivan & Cromwell LLP press release, 14 September 2016 [https://www.sullcrom.com/sullivan-cromwell-advises-bayer-acquisition-monsanto-2016]
Monsanto Company DFAN14A form filed with SEC on 16 September 2016 [https://www.sec.gov/Archives/edgar/data/1110783/000110465916145111/0001104659-16-145111-index.htm]
* Conference call transcript [https://www.sec.gov/Archives/edgar/data/1110783/000110465916145111/a16-12008_39ex99d1.htm]
Monsanto Company 8-K form filed with SEC on 16 September 2016 [https://www.sec.gov/Archives/edgar/data/1110783/000119312516714915/0001193125-16-714915-index.htm]
* Merger agreement [https://www.sec.gov/Archives/edgar/data/1110783/000119312516714915/d234658dex21.htm]
Monsanto Company 10-Q form filed with SEC on 30 June 2016 [https://www.sec.gov/Archives/edgar/data/1110783/000111078316000444/mon-20160531xq3.htm]
Monsanto Company 10-K form filed with SEC on 29 October 2015 [https://www.sec.gov/Archives/edgar/data/1110783/000111078315000230/mon-20150831x10k.htm]
Monsanto Company 8-K form filed with SEC on 05 October 2016 [https://www.sec.gov/Archives/edgar/data/1110783/000111078316000512/0001110783-16-000512-index.htm]
* Income statement and balance sheet [https://www.sec.gov/Archives/edgar/data/1110783/000111078316000512/q4arnings.htm]
Monsanto Company 8-K form filed with SEC on 13 December 2016 [https://www.sec.gov/Archives/edgar/data/1110783/000119312516791590/d285070d8k.htm]
* Ex-99.1 Press Release [https://www.sec.gov/Archives/edgar/data/1110783/000119312516791590/d285070dex991.htm]
Bayer AG press release, 01 December 2017 [http://www.news.bayer.com/baynews/baynews.nsf/id/CFIUS-completes-review-of-proposed-merger-of-Bayer-and-Monsanto]
Monsanto Company press release, 07 June 2018 [https://monsanto.com/news-releases/bayer-closes-monsanto-acquisition/]
Dell Inc. has signed a definitive agreement to acquire all outstanding shares of EMC Corporation
EMC Corporation, the listed US-based company headquartered in Hopkinton, Massachusetts, is engaged in the provision of information storage systems, software, networks, and services.
Dell Inc., the US-based company headquartered in Round Rock, Texas, is engaged in the manufacture of computers and related peripherals.
Terms:
* Dell Inc. will acquire EMC Corporation for a cash-and-stock consideration of USD 63.6bn.
* Of the total consideration, USD 16.9bn is based on tracking stock that is linked to EMC's noncontrolling 81% interest in VMware.
* Based on 1,939,730,246 EMC shares outstanding as of 09 October 2015 valued at an offer price per share of USD 32.78.
* USD 24.05 per share in cash and 0.111 VMware shares: 1 EMC shares valued at VMW's closing share price of USD 78.65 on 09 October 2015.
* The implied equity value of the transaction is USD 63.6bn.
* The inferred offer price per share of USD 32.78 represents a 17.7% premium on EMC's closing share price of USD 27.86 on 09 October 2015, one day prior to the announcement, and a premium of 33.3% on EMC's closing share price of USD 24.60 on 11 September 2015, one month prior to the announcement.
* There is a go-shop period of 60 days during which EMC has the opportunity to seek a superior proposal.
* If a superior offer were to emerge for EMC, the company would be required to give Dell, at least 5 business days to make adjustments to its current offer before EMC’s board of directors could affect a change of recommendation of the deal.
Financing:
* The transaction will be financed through a combination of equity from Mr Dell, MSD Partners, Silver Lake, and the Singapore-based Temasek Holdings Pte Ltd; new tracking stock; debt financing; and cash on hand.
Termination fee:
* Should the transaction be terminated, EMC must pay Dell a fee of USD 2.5bn.
* Should the transaction be terminated prior to the start of the no-shop period, EMC must pay Dell a fee of USD 2bn.
* Should the transaction be terminated due to a breach in representation by Dell, the latter must pay EMC a reverse termination fee of USD 4bn.
* Should the transaction be terminated due to issues related to enough cash being on hand in order to finance the transaction upon closing, Dell must pay EMC an alternative reverse termination fee of USD 6bn.
Termination Date: The termination date for the transaction is 16-Dec-16.
Rationale: The transaction is in line with Dell's strategy to widen its portfolio from a prior focus on personal computers to now also include data storage capabilities including servers, cloud computing, and virtualization.
Post deal details:
* EMC will be de-listed from the NYSE and no longer be a publicly-traded company.
* VMware will remain a publicly-traded company.
* Mr Michael Dell, the current Chairman and CEO of Dell, will become the Chairman and CEO of the combined entity.
* Mr Joseph Tucci, the current Chairman and CEO of EMC, will step down from his roles following the transaction's close.
* Dell will continue to be based in Round Rock, Texas, while the combined entity will be headquartered in Hopkinton, Massachusetts.
* Mr Dell and associated shareholders will have a stake of approximately 70% in the combine entity, not including the tracking stock.
* The combined entity will focus on achieving and also maintaining positive investment grade debt ratings.
* Dell expects to redeem, as a result of the financing for this transaction, any remaining 5.625% Senior First Lien Notes which are due in 2020.
Expected completion: The transaction is expected to complete between May and October 2016.
Conditions:
* EMC shareholder approval
* Customary closing conditions
* Receipt of regulatory approvals
Background:
* The transaction has been approved by EMC's board of directors.
* Dell had approached EMC about a deal in October 2014, shortly after talks between Hewlett-Packard and EMC had fallen apart.
* The VMware tracking stock, created as a result of this merger, comes with no voting rights.
* The non-taxable, non-voting tracking shares were instrumental in making it possible for Dell to finance such a deal while also maintaining VMware as part of EMC.
UPDATE 01 March 2016: The transaction received antitrust clearance from the United States and European Union.
UPDATE 19 July 2016: EMC Corporation shareholders approved the transaction.
UPDATE 23 August 2016: Dell and EMC refiled with MOFCOM to secure clearance for the transaction.
UPDATE 30 August 2016: China's Ministry of Commerce approved the transaction.
UPDATE 07 September 2016: The transaction has been completed.
Sources:
EMC Corporation 10-K form filed with SEC on 27 February 2015 [http://www.sec.gov/Archives/edgar/data/790070/000079007015000062/emc-2014123110xk.htm]
EMC Corporation 10-Q form filed with SEC on 05 August 2015 [http://www.sec.gov/Archives/edgar/data/790070/000079007015000144/emc-2015630x10q.htm#s8B4255E5BF5DED489B77BAA6EC67B963]
EMC Corporation press release, 12 October 2015 [http://www.emc.com/about/news/press/2015/20151012-02.htm]
Dell Inc. press release, 12 October 2015 [http://www.dell.com/learn/us/en/uscorp1/secure/dell-emc-transaction?dgc=IR&cid=dellemctransaction&lid=3-2&ref=bnn]
EMC Corporation 8-K form filed with SEC on 13 October 2015 [http://www.sec.gov/Archives/edgar/data/790070/000119312515342168/d84913d8k.htm]
* Merger Agreement [http://www.sec.gov/Archives/edgar/data/790070/000119312515342168/d84913dex21.htm]
* Press Release [http://www.sec.gov/Archives/edgar/data/790070/000119312515342168/d84913dex995.htm]
EMC Corporation 425 form filed with SEC on 13 October 2015 [http://www.sec.gov/Archives/edgar/data/790070/000119312515342141/d54611d425.htm]
EMC Corporation press release, 19 July 2016 [http://www.emc.com/about/news/press/2016/20160719-01.htm]
Dell Inc. press release, 30 August 2016 [http://investors.delltechnologies.com/phoenix.zhtml?c=254397&p=irol-newsArticle&ID=2198764]
Dell Inc. press release, 07 September 2016 [http://investors.delltechnologies.com/phoenix.zhtml?c=254397&p=irol-newsArticle&ID=2200103]
Actavis plc has offered to acquire Allergan, Inc
Actavis plc, the listed Ireland-based company headquartered in Dublin, is engaged in developing, manufacturing and distributing generic, brand and biosimilar products.
Allergan, Inc., the listed US-based company headquartered in Irvine, California, is a health care company engaged in research, developing and commercializing innovative pharmaceuticals, biologics and medical devices
Terms:
* Actavis will acquire Allergan for a combination of USD 129.22 in cash and 0.3683 Actavis shares for each share of Allergan common stock
* Based on the closing price of Actavis shares on 14 November 2014, the last trading day prior the announcement, the implied offer price is USD 219 per Allergan share
* Based on 297,900,000 Allergan shares outstanding, the implied equity value of the transaction is USD 65.24bn
* The implied offer price represents a premium of 10.2% based on Allergan closing price of USD 198.65 on 14 November 2014;
* it represents a premium of 23.4% on Allergan closing price of USD 177.49 on 17 November 2014, one month before the announcement;
* it also represents a premium of 28.3% on Valeant Pharmaceuticals offer to acquire Allergan for USD 170.66 per share announced on 18 June 2014, and that was withdrawn today
Financing:
* The transaction will be financed through a combination of new equity and debt
* The cash portion of the consideration with a combination of new senior unsecured notes, term loans and equity securities
* Actavis has committed bridge facilities from JP Morgan Chase Bank, N.A., Mizuho Bank and Wells Fargo and commitments to replace its existing facilities to the extent they are not amended to permit the acquisition and the related financing
* The transaction is not subject to any financing condition
Rationale:
* Actavis projects that the transaction will generate at least USD 1.8bn in annual synergies commencing in 2016, in addition to the USD 475m of annual savings previously announced by Allergan in connection with Project Endurance
* With pro forma revenues in excess of USD 23bn anticipated in 2015, the combination doubles the revenue generated by the two separated brands business and is expected to double the international revenue of the combined company
* The combination is expected to generate strong free cash flow of more than USD 8bn in 2016 and substantial growth thereafter, which is expected to enable the rapid repayment of debt
Post Deal Details:
* The combined company will be led by Brent Saunders, CEO and President of Actavis, and Paul Bisaro will remain Executive Chairman of the Board
* The integration of the two companies will be led by the senior management teams of both companies, with integration planning to begin immediately in order to transition rapidly to a single company
* Two members of the Allergan Board of Directors will be invited to join the Actavis Board of Directors following the completion of the transaction
* Actavis plans to maintain annual R&D investment of approximately USD 1.7bn, ensuring the appropriate resource allocation to continue driving organic growth.
* If a superior offer were to emerge for AGN, the company would be required to give ACT at least 3 business days to make adjustments to its current offer before AGN's board of directors could effect a change of recommendation of the deal.
Conditions:
* Subject to Allergan shareholders approval
* Subject to Actavis shareholders approval
* Subject to antitrust clearance in the US, the EU and certain other jurisdictions
Expected Completion:
* Anticipated to close in the second quarter of 2015
Termination Date: The termination date for the transaction is 30-Sep-15.
Termination Fee: USD 2.1bn, or 3.2% based on the implied equity value of the deal.
The per-share increase required to cover this fee in a superior offer would be USD 7.04. Under certain circumstances, there would be a reverse termination fee and the parent would owe the company USD 2.1bn.
Background:
* The transaction has been unanimously approved by the Boards of Directors of Actavis and Allergan, and is supported by the management teams of both companies
* On 18 June 2014, Valeant Pharmaceuticals, the listed Canada-based pharma company, offered to acquire Allergan for USD 44 4bn. Valeant withdrawned its offer following today's annoucement.
UPDATE 09 February 2015: The European Commission (EC) was notified of this transaction and its provisional deadline is 16 March.
UPDATE 18 February 2015: Following the successful completion of this transaction, Actavis plc will adopt "Allergan" as a new corporate name and will retain the Actavis name in select regions and product portfolios.
UPDATE 19 February 2015: Actavis announced the commencement of the public offering of ordinary shares and mandatory convertible preferred shares to finance the acquisition of Allergan. The offer totals USD 8.4bn, comprising USD 4.2bn in ordinary shares and USD 4.2bn of mandatory convertible preferred shares.
UPDATE 12 March 2015: This transaction has been approved by the SA Competition Commission without conditions, and Actavis will have sole control over Allergan.
UPDATE 11 May 2015: Allergan contributed revenues of USD 258.4m to Actavis’s consolidated results from 17 March 2015 through 31 March 2015.
Source Links:
Allergan, Inc. press release, 17 November 2014 [http://agn.client.shareholder.com/releasedetail.cfm?ReleaseID=883356]
Actavis plc press release, 17 November 2014 [http://www.actavis.com/news/news/thomson-reuters/actavis-to-acquire-allergan-to-create-top-10-globa]
Allergan, Inc. 425 form filed with SEC on 17 November 2014 [http://www.sec.gov/Archives/edgar/data/850693/000119312514414494/d822361d425.htm]
Allergan, Inc. 10-Q form filed with SEC on 05 November 2014 [http://www.sec.gov/cgi-bin/viewer?action=view&cik=850693&accession_number=0000850693-14-000008&xbrl_type=v#]
Allergan, Inc. 10-K form filed with SEC on 25 February 2014 [http://www.sec.gov/cgi-bin/viewer?action=view&cik=850693&accession_number=0000850693-14-000002&xbrl_type=v]
Actavis plc press release, 18 February 2015 [http://www.actavis.com/NEWS/News/Thomson-Reuters/Actavis-Announces-Intention-to-Adopt-Allergan-Corp]
Actavis plc press release, 19 February 2015 [http://ir.actavis.com/phoenix.zhtml?c=65778&p=irol-newsArticle&ID=2018107]
Allergan plc 10-Q form filed with SEC on 11 May 2015 [http://www.sec.gov/Archives/edgar/data/1578845/000119312515180860/d912920d10q.htm]
Pfizer Inc, a US pharmaceuticals company, announced it had agreed to acquire Pharmacia Corporation, a US pharmaceuticals company, for a consideration of USD 60bn.
Under the terms of the acquisition, Pharmacia shareholders will receive 1.4 Pfizer shares for each share held.
Based on Pfizer's closing price as at 12th July 2002, this represents an offer of USD 45.08 per Pharmacia share, or a 38% premium over the Pharmacia's closing price on 12 July 2002, the last trading day prior the announcement of offer.
The acquisition would expand Pharmacia’s core strengths in pharmaceuticals and healthcare provided it with a key strategic opportunity to grow its business around the world.
The transaction, which is subject to the shareholder approval of both companies, as well as governmental and regulatory approval processes, is expected to complete before the end of 2002.
Update 16th April 2003: Pfizer announced that following the receipt of all necessary shareholder, regulatory and governmental approvals, it had successfully completed its acquisition of Pharmacia.
Dell Technologies Inc has agreed to spinoff 80.65% stake in VMware, Inc, the listed US-based company engaged in providing virtualization and cloud infrastructure solutions.
Terms:
* The shareholders will receive 337,900,441 VMware, Inc shares valued at a one day prior closing price of USD 154.4 per share as of 13 April 2021, valuing the transaction at USD 52.17bn.
* Under the terms of agreement the shareholders will receive a special dividend of USD 9.3bn.
* The offer represents a 4.2% premium over closing price of USD 148.16 per share as of 12 March 2021.
* The implied equity value of the transaction is USD 64.69bn.
Post deal details:
* Upon completion of the spin-off, Michael Dell will remain chairman and chief executive officer of Dell Technologies, as well as chairman of the VMware board.
* Zane Rowe will remain interim CEO of VMware, and the VMware board of directors will remain unchanged.
Expected Completion:
* The transaction is expected to close by fourth quarter of 2021.
Conditions:
* Receipt of a favorable IRS private letter ruling.
* Dell Technologies Inc shareholders approval.
* Customary conditions.
UPDATE 01 November 2021: Dell Technologies has announced the completion of the spin-off of VMware.
The transaction is valued at a closing share price of USD 152.45 per share as of 01 November 2021.
Source Links:
VMware, Inc. 8-K form filed with SEC as of 14 April 2021 [https://www.sec.gov/ix?doc=/Archives/edgar/data/1124610/000119312521116439/d129301d8k.htm]
* Separation and Distribution Agreement (Exhibit 2.1) [https://www.sec.gov/Archives/edgar/data/1124610/000119312521116439/d129301dex21.htm]
* Press Release (99.1) [https://www.sec.gov/Archives/edgar/data/1124610/000119312521116439/d129301dex991.htm]
Dell Technologies Inc form filed with SEC as of 14 April 2021 [https://www.sec.gov/ix?doc=/Archives/edgar/data/1571996/000119312521116271/d142017d8k.htm]
* Separation and Distribution Agreement (Exhibit 2.1) [https://www.sec.gov/Archives/edgar/data/1571996/000119312521116271/d142017dex21.htm]
* Press Release (99.1) [https://www.sec.gov/Archives/edgar/data/1571996/000119312521116271/d142017dex991.htm]
VMware, Inc. 10-Q form filed with SEC as of 07 June 2021
* Balance Sheet [https://www.sec.gov/ix?doc=/Archives/edgar/data/1124610/000112461021000030/vmw-20210430.htm#i1cd4dcce5f8a4babab458f97acabd01a_97]
VMware, Inc. 10-K form filed with SEC as of 26 March 2021
* Income Statement [https://www.sec.gov/ix?doc=/Archives/edgar/data/1124610/000112461021000015/vmw-20210129.htm#iec30e508ade64c62bd7e47b7dd7c89c5_16]
VMware, Inc. 8-K form filed with SEC as of 01 November 2021 [https://www.sec.gov/ix?doc=/Archives/edgar/data/1124610/000119312521315510/d251333d8k.htm]
T-Mobile USA, Inc. has signed a definitive agreement to acquire all outstanding shares of Sprint Corporation.
T-Mobile USA, Inc., the listed US-based provider of wireless voice, messaging and data communication services, is headquartered in Bellevue, Washington.
Sprint Corporation, the listed US-based provider of wireless and wire line communications services, is headquartered in Overland Park, Kansas.
SoftBank Group Corp., a listed Japan-based company headquartered in Tokyo and engaged in the telecommunication and internet businesses, is the largest shareholder of Sprint Corporation.
Terms:
* T-Mobile will acquire Sprint in an all-stock transaction at a fixed exchange ratio of 0.10256 T-Mobile shares for each Sprint share or the equivalent of 9.75 Sprint shares for each T-Mobile US share.
* Based on closing share prices on April 27, this represents a total implied enterprise value of approximately USD 60.8bn for Sprint and approximately USD 146bn for the combined company.
* The offer represents a premium of 1.8% over Sprint’s closing share price of USD 6.5 per share as on 27 April 2018, the last trading day prior to the announcement, and a premium of 35.6% over Sprint’s closing share price of USD 4.88 per share as on 29 March 2018, the last trading day a month prior to the announcement.
* The implied equity value of the transaction is USD 26.52bn.
* If a superior offer were to emerge for Sprint, the company would be required to give T-Mobile at least 2 business days to make adjustments to its current offer before Sprint’s board of directors could effect a change of recommendation of the deal.
Financing:
* T-Mobile has received committed debt financing from Barclays, Credit Suisse, Deutsche Bank, Goldman Sachs, Morgan Stanley, and RBC to support the transaction.
* The facility includes USD 38bn in secured and unsecured debt financing, including a USD 4bn secured revolving credit facility, a USD 7bn secured term loan facility, a USD 19bn secured bridge loan facility and a USD 8bn unsecured bridge loan facility.
Termination Fee: In the event that T-Mobile terminates the transaction, the company may be required to pay Sprint USD 600m.
Termination Date: The termination date for the transaction is 29 April 2019.
Irrevocable Undertaking: SoftBank Group has entered into a support agreement pursuant to which it has agreed to deliver a written consent in favor of the transaction.
Rationale:
* The combination creates the only company with the network capacity required to immediately launch nationwide 5G network with breadth and depth critical to extend US global internet leadership in the 5G Era.
* The combination of spectrum holdings, resulting network scale, and expected run rate cost synergies of over USD 6bn, which represents a net present value (NPV) of over USD 43bn, supercharges the Un-carrier strategy to deliver lower prices, best value, and gives the company a competitive edge in the wireless, video, and broadband segments.
* The new T-Mobile will employ more people than both companies separately and create thousands of new American jobs.
* This combination will also force AT&T, Charter, Comcast, Verizon, and others to make investments of their own to compete, driving billions more in accelerated investment.
Post Deal Details:
* The transaction will enhance the financial position of the combined company.
* Pro Forma 2018E Service Revenue of USD 53-57bn
* Pro Forma 2018E Adjusted EBITDA of USD 22-23 bn
* Pro Forma 2018E Adjusted EBITDA Margin of 40-42% with a longer-term target of 54-57%
* Pro Forma 2018E Net Debt of USD 63-65 bn with a streamlined single-silo corporate debt structure
* Strong closing balance sheet and a fully funded business plan with a strong foundation of secured investment grade debt at close
* The new company will be named T-Mobile and upon completion, the combined company is expected to trade under the (TMUS) symbol on the NASDAQ.
* Deutsche Telekom and SoftBank Group are expected to hold approximately 42% and 27% of diluted economic ownership of the combined company, respectively, with the remaining approximately 31% held by the public.
* The new company will be headquartered in Bellevue, Washington, with a second headquarters in Overland Park, Kansas.
* The T-Mobile board of directors will consist of fourteen members, comprising nine directors designated by Deutsche Telekom and four directors designated by SoftBank.
* John Legere, current President and Chief Executive Officer of T-Mobile US and the creator of T-Mobile’s successful Un-carrier strategy, will serve as Chief Executive Officer.
* Mike Sievert, current Chief Operating Officer of T-Mobile, will serve as President and Chief Operating Officer of the combined company.
* The remaining members of the new management team will be selected from both companies during the closing period.
* Timotheus Hottges, current T-Mobile US Chairman of the Board, will serve as Chairman of the Board for the new company.
* Masayoshi Son, current SoftBank Group Chairman and CEO, and Marcelo Claure, current Chief Executive Officer of Sprint, will serve on the board of the new company.
Expected Completion: The transaction is expected to close no later than the first half of 2019.
Conditions:
* Approval from majority of Sprint Corporation shareholders
* Approval from majority of T-Mobile USA, Inc. shareholders
* Regulatory approvals
* Approval of the Federal Communications Commission
* Approval of applicable state public utility commissions
* Approval under the Hart-Scott-Rodino Antitrust Improvements Act of 1976
* Approval of the Committee on Foreign Investments in the United States
* Customary closing conditions
Background:
* The Boards of Directors of T-Mobile and Sprint have approved the transaction.
* In 2001, Deutsche Telekom had acuqired of T-Mobile (then known as VoiceStream) for an equity value of approximately USD 50.7bn.
* In October 2012, SoftBank acquired a 72.08% stake in Sprint for USD 21.64bn.
* T-Mobile and Sprint have been trying for a merger since years and in May 2017, the companies resumed talks for a potential combination.
* As of April 25, 2018, Deutsche Telekom beneficially owned approximately 63.5% of the T-Mobile common stock.
* As of April 25, 2018, SoftBank beneficially owned approximately 84.8% of Sprint common stock.
UPDATE 30 October 2018: T-Mobile's shareholder approval received.
UPDATE 17 December 2018: The Committee on Foreign Investment in the United States (CFIUS) has approved the transaction.
The closing has been extended to 29 July 2019.
UPDATE 16 October 2019: The Federal Communications Commission (FCC) has approved the transaction.
UPDATE 01 April 2020: T-Mobile USA, Inc. has completed the acquisition of Sprint Corporation.
Source Links:
Sprint Corporation press release, 29 April 2018 [http://newsroom.sprint.com/t-mobile-and-sprint-to-combine.htm ]
Sprint Corporation 8-K form filed with SEC on 30 April 2018 [https://www.sec.gov/Archives/edgar/data/101830/000119312518140782/d565324d8k.htm]
* Agreement and Plan of Merger (EX-2.1) [https://www.sec.gov/Archives/edgar/data/101830/000119312518140782/d565324dex21.htm]
* Support Agreement (EX-10.1) [https://www.sec.gov/Archives/edgar/data/101830/000119312518140782/d565324dex101.htm]
* Press Release (EX-99.1) [https://www.sec.gov/Archives/edgar/data/101830/000119312518140782/d565324dex991.htm]
T-Mobile USA, Inc. press release, 29 April 2018 [https://newsroom.t-mobile.com/news-and-blogs/5gforall.htm]
T-Mobile US, Inc. 8-K form filed with SEC on 30 April 2018 [https://www.sec.gov/Archives/edgar/data/1283699/000110465918028086/a18-12444_18k.htm ]
* Agreement and Plan of Merger (EX-2.1) [https://www.sec.gov/Archives/edgar/data/1283699/000110465918028086/a18-12444_1ex2d1.htm]
* Support Agreement (EX-10.1) [https://www.sec.gov/Archives/edgar/data/1283699/000110465918028086/a18-12444_1ex10d1.htm]
* EX-10.2 [https://www.sec.gov/Archives/edgar/data/1283699/000110465918028086/a18-12444_1ex10d2.htm]
* Financing matter agreement (EX-10.3) [https://www.sec.gov/Archives/edgar/data/1283699/000110465918028086/a18-12444_1ex10d3.htm]
* Press Release (EX-99.1) [https://www.sec.gov/Archives/edgar/data/1283699/000110465918028086/a18-12444_1ex99d1.htm]
Latham & Watkins LLP press release, 29 April 2018 [https://www.lw.com/news/latham-advises-committee-of-independent-directors-of-tmobile-in-combination-with-sprint]
Morrison & Foerster LLP press release, 29 April 2018 [https://www.mofo.com/resources/news/180429-sprint-softbank.html]
Pillsbury Winthrop Shaw Pittman LLP press release, 30 April 2018 [https://www.pillsburylaw.com/en/news-and-insights/pillsbury-advises-the-raine-group-in-59-million-merger-of-telecom-giants.html]
Sidley Austin LLP press release, 30 April 2018 [https://www.sidley.com/en/newslanding/newsannouncements/2018/04/sidley-representing-financial-adviser-in-sprint-tmobile-merger]
T-Mobile USA, Inc. press release, 17 December 2018 [https://www.t-mobile.com/news/cfius-and-team-telecom-approval-merger]
British American Tobacco Plc (BAT) has agreed to acquire the remaining 57.83% stake in Reynolds American Inc.
British American Tobacco Plc, the listed UK-based company headquartered in London, is engaged in manufacturing and selling cigarettes, cigars, leaf and other tobacco products.
Reynolds American Inc, the listed US-based headquartered in Winston-Salem, North Carolina, is a manufacturer of tobacco products.
Terms:
* BAT will acquire the remaining 57.83% stake in Reynolds for a consideration of USD 49.5bn.
* Each Reynolds shareholder will receive USD 29.44 per share in cash and 0.5260 BAT ordinary shares for each Reynolds share.
* Based on BAT's closing share price as of 16 January 2017 of GBP 47.63 (USD 58.05) this is equivalent to GBP 25.05 (USD 30.53) per 1 Reynold’s share.
* In total, Reynolds shareholders will receive USD 59.63 per share.
* This represents a premium of 7.2% over the closing share price of USD 55.97 as of 13 January 2017, one day prior to the announcement.
* This represents a premium of 8.0% over the closing share price of USD 55.54 as of 16 December 2016, one day prior to the announcement.
* Reynolds has an implied equity value of USD 85.5bn.
* Its enterprise value of USD 96.6bn represents an LTM EBITDA multiple of 17x as of 30 September 2016.
* Until completion Reynolds shareholders will remain entitled to Reynolds dividends payable in the ordinary course. They will be entitled to BAT dividends in respect of their new BAT shares from the time of issuance of such shares.
* If a superior offer were to emerge for Reynolds, the company would be required to give BAT at least 4 business days to make adjustments to its current offer before Reynold’s board of directors could affect a change of recommendation of the deal.
Financing:
* The cash component of the transaction will be financed by a combination of existing cash resources, new bank credit lines and the issuance of new bonds.
* A USD 25bn acquisition facility has been entered into with a number of banks.
* The acquisition facility comprises USD 15bn and USD 5bn bridge loans with 1 and 2-year maturities respectively, each with two six month extensions available at BAT’s option.
* The facility includes two USD 2.5bn term loans with maturities of three and five years.
* BAT intends to refinance the bridge loans through capital market debt issuances in due course.
Termination/Inducement Fee:
* If any party decides to withdraw its recommendation for the offer, such party is required to pay a break fee of USD 1bn to the other party.
* If the merger agreement is terminated and a competing transaction completes within 12 months of that termination, the party completing the competing transaction would be required to pay a break fee of USD 1bn.
* If certain anti-trust approvals cannot be obtained or an anti-trust approval is conditioned on disposals or other conduct remedies and BAT does not accept such conditions and therefore does not complete this transaction, BAT must pay an anti-trust break fee of USD 500m to Reynolds.
* The anti-trust break fee would not be payable in addition to the USD 1bn break fee.
Rationale:
* The acquisition grants BAT direct access to the US market, which is the largest tobacco profit pool globally, underpinning the opportunity for long-term profitable growth and margin enhancement of 50-100 basis points on average, per annum.
* BAT's will have a portfolio of global brands, bringing together ownership of Newport, Kent and Pall Mall.
* BAT will benefit from a continuing strong financial profile, targeting a solid investment grade credit rating through progressive deleveraging.
* The transaction will significantly enhance BAT’s cash flow generation profile with increased control of what will be a significant proportion of group cash flows and a more diversified foreign exchange exposure.
* The companies’ combined next-generation product development and R&D capabilities will create a pipeline of vapor and tobacco-heating products.
Post Deal Details:
* Three of the non-BAT nominated Reynolds directors will join the Board of BAT at closing.
* NYSE-listed Level III ADRs representing BAT ordinary shares will be issued following registration under US securities laws.
* BAT expects to realise at least USD 400m in annualised cost synergies by the end of year three post-acquisition, by leveraging the scale of the combined business, increasing efficiencies and aligning to BAT’s Target Operating Model.
* Cost synergies exist in procurement, product development and corporate costs of the combined group.
* BAT’s manufacturing facilities will be enhanced by Reynolds production facilities in North Carolina and Tennessee.
* The transaction is expected to be accretive to adjusted fully diluted earnings per share (EPS) in the first full year, targeting mid-single digit EPS accretion in year three, and to beat the group weighted average cost of capital (WACC) for the US by year five.
* BAT intends to maintain its dividend policy of a minimum 65% payout ratio post transaction and expects the transaction to be accretive to dividends per share.
* BAT intends to maintain a solid investment grade credit rating and intends to delever, targeting a net debt to EBITDA metric of around 3.0x by the end of 2019.
Expected Completion: The transaction is expected to close in the third quarter of 2017.
Conditions:
* BAT shareholder approval.
* Reynolds shareholder approval.
* Anti-trust approvals in the US and Japan.
* Registration of BAT shares with the SEC.
* Approval of the BAT shares for listing on the LSE and the BAT ADRs on the NYSE.
* Customary closing conditions.
Background:
* The transaction has been unanimously approved by the Transaction Committee of independent Reynolds directors established to evaluate the BAT offer.
* The transaction has also been approved by the Boards of Reynolds and BAT.
* Both the BAT and the Reynolds’ Boards will recommend the transaction to their respective shareholders.
* Reynolds is the number two player in the US market with a 34% cigarette market share.
* The transaction will be effected through a US statutory merger.
* BAT already owns a 42.17% stake in Reynolds.
UPDATE 09 March 2017: The transaction has recieved the approval of US antitrust aurthority.
UPDATE 05 April 2017: The transaction has recieved the approval of Japan antitrust authorities.
UPDATE 19 July 2017: Shareholders of Reynolds and BAT have approved the transaction.
Source links:
British American Tobacco Plc press release, 17 January 2017 [http://www.bat.com/group/sites/UK__9D9KCY.nsf/vwPagesWebLive/DOAHNL68]
British American Tobacco Plc stock exchange announcement, 17 January 2017 [http://www.londonstockexchange.com/exchange/news/market-news/market-news-detail/BATS/13097102.html]
Reynolds American Inc press release, 17 January 2017 [http://s2.q4cdn.com/129460998/files/2017-01-RAI-announces-entry-into-merger-agreement-with-BAT.PDF]
Reynolds American Inc stock exchange announcement, 17 January 2017 [http://www.nasdaq.com/press-release/reynolds-american-announces-entry-into-merger-agreement-with-british-american-tobacco-20170117-00051]
Reynolds American Inc SC 13D/A form filed with SEC on 17 January 2017 [https://www.sec.gov/Archives/edgar/data/1275283/000095015717000084/sc13da.htm]
* Exhibit 99-12 [https://www.sec.gov/Archives/edgar/data/1275283/000095015717000084/ex99-12.htm]
* Exhibit 99-13 [https://www.sec.gov/Archives/edgar/data/1275283/000095015717000084/ex99-13.htm]
* Exhibit 99-14 [https://www.sec.gov/Archives/edgar/data/1275283/000095015717000084/ex99-14.htm]
Reynolds American Inc interim report [http://s2.q4cdn.com/129460998/files/doc_financials/2016/Reynolds-Q3-2016-10-Q.pdf]
Reynolds American Inc annual report 2015 [http://s2.q4cdn.com/129460998/files/doc_financials/2016/RAI-form-10k-2016.pdf]
Reynolds American Inc 8-K form filed with SEC on 17 January 2017 [https://www.sec.gov/Archives/edgar/data/1275283/000119312517010968/d329031d8k.htm]
* Ex-2.1 Agreement and Plan of Merger [https://www.sec.gov/Archives/edgar/data/1275283/000119312517010968/d329031dex21.htm]
* Ex-99.1 Press release [https://www.sec.gov/Archives/edgar/data/1275283/000119312517010968/d329031dex991.htm]
Reynolds American Inc. 10-K form filed with SEC on 09 February 2017 [https://www.sec.gov/Archives/edgar/data/1275283/000156459017001245/rai-10k_20161231.htm]
Reynolds American Inc. 8-K form filed with SEC on 09 March 2017 [https://www.sec.gov/Archives/edgar/data/1275283/000119312517075642/d315444d8k.htm]
* Press release (Exhibit-99.1) [https://www.sec.gov/Archives/edgar/data/1275283/000119312517075642/d315444dex991.htm]
Reynolds American Inc. 8-K form filed with SEC on 05 April 2017 [https://www.sec.gov/Archives/edgar/data/1275283/000119312517110951/d371523d8k.htm]
* Press release (Exhibit-99.1) [https://www.sec.gov/Archives/edgar/data/1275283/000119312517110951/d371523dex991.htm]
The final offer prior to lapse for NatWest consisted of 1.75 new shares in Bank of Scotland, GBP 2.46 in cash, and 1 Bank of Scotland special stock unit.
The offer placed before this one consisted of 1.75 new Bank of Scotland ordinary stock units and GBP 1.90 nominal amount of loan notes for each NatWest share.
Including the special dividend valued at GBP 1.325 at year end February 2001, however, if Bank of Scotland settles such obligations in full or in part with the interim dividend, payable on or about 30 November 2000 the dividend will have a value of GBP 1.26 per Bank of Scotland Special Stock Unit.
The bid valued NatWest at 1456p per share with the total value being GBP 24.3bn.
The original offer was 1.6 new shares, GBP 1.2 in a loan note which valued the deal at 1250p per share and a total of 20.85b in total.
Following the offer, NatWest would hold about 70% of Bank of Scotland's shares.
The offer was conditional upon NatWest's offer for Legal & General not completing.
Banking analysts regard that the loan note alternative did not represent a payment to NatWest shareholders.
Removing the loan note, the value of Bank of Scotland's offer falls from 1,532p to 1,342p per NatWest share, valued at the close of trade of business of November 25 1999.
The offer, which valued each NatWest share at 1250p on September 23 1999 and represented a premium of 20% over NatWest's pre-offer share price of 1049p, the day before the announcement
Vodafone has merged with AirTouch by way of a share exchange whereby AirTouch shareholders will receive 5 new ordinary Vodafone shares (0.5 ADR) and USD 9 in cash for each AirTouch share.
The transaction is technically an acquisition and Vodafone will have to write off about GBP 32bn in goodwill over a number of years.
Vodafone raised its offer by about USD 4 in cash which outbid Bell Atlantic's final offer of about USD 85 in cash.
Bell Atlantic and AirTouch's initial deal, which Vodafone scuppered, was delayed by accounting issues.
Kinder Morgan Inc (KMI) has agreed to acquire the remaining 88.6% stake in Kinder Morgan Energy Partners LP (KMP).
KMP, the listed US-based company headquartered in Houston, Texas, is engaged in pipeline transportation and energy storage.
KMI, the listed US-based company headquartered in Houston, Texas, is an operator of natural gas pipelines in the US and Canada.
Terms:
* KMI will acquire all outstanding shares of KMP which it does not already own and in consideration will issue:
* US$ 10.77 in cash
* and 2.1931 KMI shares for every one share of KMP.
* The offer price represents a premium of 12% over KMP’s closing share price of US$ 80.34 on 08 August 2014, one day before the announcement of the transaction;
* and a premium of 10.8% over KMP’s closing share price of US$ 81.20 on 10 July 2014, one month before the announcement.
* The implied equity value of the transaction is approximately US$ 41.5bn.
* If a superior offer were to emerge for KMP, the company would be required to give KMI at least 5 business days to make adjustments to its current offer before KMP's board of directors could affect a change of recommendation of the deal.
Financing: The acquisition has received financing from Barclays.
Termination Date: The termination date for the transaction is 11 May 2015.
Termination Fee: US$ 817m, or 2% based on the implied equity value of the deal.
The per-share increase required to cover this fee in a superior offer would be US$ 2.51.
Under certain circumstances, there would be a reverse termination fee and the parent would owe the company US$ 817m.
Rationale & Synergies:
* The transaction will simplify the Kinder Morgan structure by transitioning from four separately traded equity securities to one listed company going forward, and it will also eliminate the incentive distribution rights and structural subordination of debt.
* The acquisition will provide significant tax benefits for KMI shareholders from depreciation deductions associated with the upfront purchase and future capital expenditures.
* The transaction is expected to grow Kinder Morgan group's dividend by approximately 10% each year from 2015 through 2020 with significant excess coverage.
* It will also free up cash for KMI to invest in new capital expenditures needed to accommodate new reserves of natural gas being tapped across North America.
Post Deal Details:
* Following the acquisition, KMI will be the sole listed entity of the Kinder Morgan group.
* Upon completion, KMP will be de-listed from the New York Stock Exchange.
* KMI expects to pay an annual dividend of USD 2 per share in 2015.
Expected Completion: The transaction is expected to close by the end of the year 2014.
Conditions:
* Completion of acquisition of Kinder Morgan Management LLC by KMI.
* Completion of acquisition of El Paso Pipeline Partners LP by KMI.
* KMI shareholder approval.
* KMP shareholder approval.
* Standard regulatory notifications and approvals.
Background:
* The boards of all the Kinder Morgan companies have voted to recommend the transaction to their respective unit holders and shareholders.
* Prior to this transaction, KMI held an 11.4% stake in KMP.
* Concurrently with this transaction, KMI will also acquire El Paso Pipeline Partners LP and Kinder Morgan Management LLC.
* KMI will acquire KMP, EPB and KMR for a total transaction value of approximately USD 79.1bn.
UPDATE 25 November 2014: Preliminary results of merger consideration elections were released:
* A KMP Stock Election was made by holders of approximately 61.3% of the KMP outstanding common units (186,390,655 units).
* A KMP Cash Election was made by holders of approximately 0.9% of the KMP outstanding common units (2,868,326 units).
* A KMP Mixed Election was made by holders of approximately 10.1% of the KMP outstanding common units (30,593,050 units).
* No valid election was made prior to the Election Deadline by holders of approximately 27.7% of the outstanding KMP common units (84,100,499 units), so they are considered to have made a KMP Mixed Election.
UPDATE 26 November 2014: The transaction has been completed.
Source Links:
Kinder Morgan, Inc., press release, 10 August 2014 [http://phx.corporate-ir.net/phoenix.zhtml?c=93621&p=irol-newsArticle&ID=1957206&highlight=]
Kinder Morgan Energy Partners, L.P., 10-Q form filed with SEC on 28 July 2014 [http://www.sec.gov/Archives/edgar/data/888228/000088822814000039/kmp-2014630x10q.htm#sE61575760587F1CDDB7AB35C1B19BD3F]
* Balance Sheet [http://www.sec.gov/Archives/edgar/data/888228/000088822814000039/kmp-2014630x10q.htm#s911F514CE47F7B36390AB35C032654DD]
Kinder Morgan Energy Partners, L.P., 10-K form filed with SEC on 18 February 2014 [http://www.sec.gov/Archives/edgar/data/888228/000088822814000009/kmp-20131231x10k.htm#s037FC307F94C98876EE3C5DAEC8623D5]
* Income Statement [http://www.sec.gov/Archives/edgar/data/888228/000088822814000009/kmp-20131231x10k.htm#sCCD5AA2CF64B621492A1C5DABEFE60DE]
Kinder Morgan, Inc., press release, 25 November 2014 [http://phx.corporate-ir.net/phoenix.zhtml?c=119776&p=irol-newsArticle&ID=1992926]
Kinder Morgan, Inc., press release, 26 November 2014 [http://phx.corporate-ir.net/phoenix.zhtml?c=119776&p=irol-newsArticle&ID=1993285]
Total made an unsolicited offer for Elf on the basis of four of its shares for every three Elf shares. The offer represented a premium of 15% to Elf's pre-offer price and received support from the French government. Elf, rejected Total's offer and added three investment banks to its advisory team.
Update 18 July 1999: Elf inititated a pac-man defence, offering three Elf shares plus EUR 190 in cash.
UPDATE 30 July 1999: Elf went to court to challenge the Paris Stock Exchange's (CMF) approval of Total's offer prospectus and the CMF'S decision to open Total's offer in France.
UPDATE 12 September 1999: Total raised its offer to 19 Total shares for every 13 Elf shares, valuing each Elf share at EUR 190.
UPDATE 16 September 1999: The offer was cleared by CMF.
UPDATE 06 October 1999: The Commission initated a investigation into the acquisition. Specifically, the focus of concern revolved around the high market share in storage facilities in France, notably petrol station networks in France and issues in LPG.
UPDATE 26 October 1999: Total held 94.3% of Elf's capital, following the closing of its offer.
UPDATE 30 November 1999: Part of the EC investigation into the acquisition was turned over to the French government.
UPDATE 09 February 2000: The EU approved the bid. Law firm Skadden Arps represented Credit Suisse First Boston and Merrill Lynch in Paris and New York.
UPDATE 24 March 2010: Total files a public tender offer followed by a squeeze out with the French Autorite des Marches Financiers (AMF) in order to buy the 1,468,725 Elf Aquitaine shares that it does not already hold, representing 0.52% of Elf Aquitaine’s share capital and 0.27% of its voting rights, at a price of EUR 305 per share (including the remaining 2009 dividend).
Subject to a clearance decision from the AMF, the public tender offer will open the day after the AMF issues its opening notice and will be outstanding for ten trading days.
The Elf Aquitaine shares targeted by the offer which have not been tendered to the offer will be transferred to Total under the squeeze out on the first trading day after the offer closing date, upon payment to the shareholders equal to the offer price.
After the squeeze out, Total will hold all Elf Aquitaine shares either directly or indirectly.
Plan of Merger: Anheuser-Busch Companies Inc (BUD), a Delaware corporation, has signed a definitive agreement to be acquired by InBev (INBVF), a Belgian corporation. The boards of directors of both companies have approved the merger.
Anheuser-Busch (BUD), a US based company headquartered in St. Louis, Missouri, is the holding company of Anheuser-Busch, Incorporated (ABI), a beer brewer.
InBev NV (INB), a Belgium based company headquartered in Leuven, is a global brewer.
Synergies: The combination will create a global beer giant with synergies, both in terms of cost savings and revenue enhancement opportunities.
The companies stated in a filing that they expect to generate synergies of approx. USD 1.5bn by 2011 phased equally over three years.
Terms: USD 70.00 per share of BUD
* The offer provides a premium of 5.26% based on Anheuser-Busch's closing share price on 13-Jul-08 of USD 66.50, and 19.96% based on the 11-Jun-08 pre rumor closing share price of USD 58.35.
* The implied equity value of the transaction is approx. USD 50.3bn.
* If a superior offer were to emerge for BUD, the company would be required to give InBev at least 3 business days to make adjustments to its current offer before BUD's board of directors could effect a change of recommendation of the deal.
Conditions:
* HSR (USA)
* BUD EGM
* InBev EGM; atleast 75% shareholder approval
* German FCO
Financing: InBev has received financing commitments from financial institutions including Banco Santander, Bank of Tokyo-Mitsubishi, Barclays Capital, BNP Paribas, Deutsche Bank, Fortis, ING Bank, JP Morgan, Mizuho Corporate Bank and Royal Bank of Scotland.
The transaction will be financed with USD 45bn in Senior Facilities and USD 7bn in bridge financing for divestitures of non-core assets from both the firms.
InBev has received commitments for a USD 9.8bn equity bridge financing for up to six months after closing.
There are no conditions precedent related to the funding under the facilities, except those expressly set forth in the Senior Facilities Agreement or the Bridge Facilities Agreement.
Expected Close: The transaction is expected to close by 31-Dec-08.
Termination Date: The termination date for the transaction is 19-Mar-09.
Termination Fee: USD 1,250m, or 2.78% based on the implied equity value of the deal.
The per-share increase required to cover this fee in a superior offer would be USD 1.75. Under certain circumstances, there would be a reverse termination fee and the parent would owe the company USD 1,250m
Irrevocables: Stichting InBev AK, InBev’s controlling shareholder, has agreed to a voting agreement with BUD whereby it has agreed to vote for the merger, representing approx 52.2% of InBev’s outstanding shares, and to cause other entities bound to act in concert with it, representing approximately 11.2% of InBev’s outstanding shares, to vote, in favor of the Merger.
Material Adverse Effect:
Includes:
Any change, effect or circumstance that
a. has material adverse effect on the financial condition, business or results of operations of the Company and its Subsidiaries taken as a whole
Excludes:
a. Effects resulting from changes in the economy or financial, credit, banking, currency, commodities or capital markets generally in the United States or other countries in which the Company conducts material operations or any changes in currency exchange rates, interest rates, monetary policy or inflation
b. Effects resulting from changes that are the result of factors generally affecting the beer, packaging or theme park industries
c. Effects resulting from changes in Law or in United States generally accepted accounting principles (“GAAP“) or rules and policies of the Public Company Accounting Oversight Board
d. Any act of God or other calamity, national or international, political or social conditions (including the engagement by any country in hostilities, whether commenced before or after the date hereof, and whether or not pursuant to the declaration of a national emergency or war), or the occurrence of any military or terrorist attack
e. Effects resulting from any failure by the Company to meet any estimates of revenues or earnings on or after the date of this Agreement, provided that the exception in this clause (e) shall not prevent or otherwise affect any change, effect, circumstance or development underlying such failure from being taken into account in determining whether a Material Adverse Effect has occurred
f. The announcement or the existence of this Agreement and the transactions contemplated hereby (including any related or resulting loss of or change in relationship with any customer, supplier, distributor, wholesaler or other business partner, or departure of any employee or officer, or any litigation or other proceeding), including by reason of the identity of Parent or any plans or intentions of Parent with respect to the conduct of the business of any of the Company or its Subsidiaries or compliance with the terms of, or any actions taken pursuant to, this Agreement, or any failures to take action which is prohibited by this Agreement, or such other changes or events to which Parent has expressly consented in writing
g. Any item or items set forth in Section 5.1(a)(G) of the Company Disclosure Letter; provided, however, that, with respect to clauses (a), (b), (c) and (d), any effects resulting from any change, event, circumstance or development that disproportionately adversely affects the Company and its Subsidiaries compared to other companies operating in the beer, packaging or theme park industries, as the case may be, shall be considered for purposes of determining whether a Material Adverse Effect has occurred, but only to the extent of such disproportionate effect.
Specific Performance: The parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached.
Any action or proceeding for any such remedy shall be brought exclusively in the Delaware Court of Chancery and any state appellate court there from within the State of Delaware, and each party waives any requirement for the securing or posting of any bond in connection with any such remedy, it being acknowledged that the rights of the Parent and Merger Sub against the Lenders are governed by the Facilities and English Law.
Background of the Merger: On 11-Jun-08, Anheuser Busch acknowledged that it had received an unsolicited proposal from Inbev for USD 65 per share.
On 16-Jun-08, Missouri Governer Jim Blunt asked the FTC to speed up the review of the deal and stated that this merger would eliminate competition and impact the long term interest of the state.
On 26-Jun-08, Anheuser Busch rejected InBev’s proposal as financially inadequate.
InBev filed suit in Delaware Chancery Court seeking a judgment to confirm that shareholders acting by written consent could under Delaware law remove without cause all thirteen of the present Anheuser-Busch directors, including the five elected in 2006.
On 27-Jun-08, Anheuser-Busch presented a strategic plan to justify the rejection of the InBev offer.
On 01-Jul-08, InBev became hostile.
On 08-Jul-08, Anheuser-Busch stated that InBev's unsolicited takeover bid was an "illegal scheme" that threatened to defraud Anheuser-Busch shareholders if a federal judge didn't step in.
Anheuser-Busch made the claim in a lawsuit filed in St. Louis federal court, claiming that InBev was deceiving Anheuser-Busch shareholders about the company's USD 46b takeover bid by concealing a number of facts.
On 11-Jul-08, news comes out that InBev had increased its offer from USD 65 per share to USD 70 per share.
On 14-Jul-08, InBev and Anheuser Busch signed a definitive agreement in which Anheuser Busch agreed to be acquired by InBev.
UPDATE: 18-Aug-08: InBev announced that it has received a Second Request from DOJ under the HSR Act of 1976 regarding the combination with BUD.
UPDATE: 28-Aug-08: InBev announced that it has successfully completed the primary syndication phase of the committed financing for the combination with BUD.
UPDATE: 10-Sep-08: Tsingtao Brewing of China agreed to transition its 27% stake in BUD to InBev when the proposed merger is finalized.
UPDATE: 03-Oct-08: BUD received a letter from Grupo Modelo and the Series A shareholders of Grupo Modelo.
The letter said that Grupo Modelo and the Series A shareholders planned to file a notice of arbitration shortly with respect to the previously disclosed claims that consummation of the transaction between BUD and InBev would violate provisions of the Investment Agreement, unless consented to by them.
UPDATE: 23-Oct-08: Subject to court approval, the parties have agreed to settle all of the Delaware and Missouri litigation filed by shareholders in regards to the InBev transaction. Delaware court will be conducting a hearing to confirm that this settlement is fair and reasonable.
BHP Billiton Plc and Rio Tinto Plc have agreed to establish a 50-50 iron ore production joint venture in Australia.
BHP Billiton Plc, a listed UK based company headquartered in London, is a manufacturing and marketing company engaged in the production of aluminium, base metals, carbon steel materials, diamonds and specialty products, energy coal, petroleum and stainless steel materials.
Rio Tinto Plc, a listed UK based company headquartered in London, is a mining and exploration company.
Terms:
* BHP Billiton and Rio Tinto will contribute their Western Australian iron ore operations to the joint venture.
* BHP Billiton will pay USD 5.8bn in cash to Rio Tinto in order to raise its stake from 45% to 50%.
* The implied equity value of the transaction is approximately USD 116bn.
Termination Fee: Both companies have to pay a mutual break fee of USD 275.5m in the event that either party does not fulfill certain commitments to complete the transaction.
Rationale: The joint venture is expected to combine the nearby mines into single operations which will maximize its resource optimization and provide further operating efficiencies, thereby reducing its costs from using the closest rail infrastructure for each East Pilbara development.
The transaction will allow Rio Tinto to release the production potential of its Pilbara iron ore assets.
The joint venture will deliver all its iron ore production to Rio Tinto and BHP Billiton will sell the iron ore production through its own marketing groups.
This joint venture will enable BHP Billiton to combine its iron ore resources, infrastructure and expertise thereby enhancing its shareholders value.
Post Deal Details: Ian Ashby, the President of BHP Billiton Iron Ore, will serve the initial position of CEO, while Sam Walsh, the current CEO of Rio Tinto Iron Ore, will serve the position of initial Chairman in the new joint venture company.
Expected Completion: The transaction is expected to be completed in the second half of the calendar year 2010.
Conditions:
* Approval from shareholders of BHP Billiton Plc.
* Approval from shareholders of Rio Tinto Plc.
* Approval from Australian Competition and Consumer Commission.
* Approval from European Commission.
* Other regulatory approvals.
UPDATE 27 January 2010: The European Commission has opened a formal antitrust investigation into the proposed JV between BHP Billiton Plc and Rio Tinto Plc concerning whether the formation of the JV would restrict competition.
UPDATE 29 January 2010: BHP Billiton and Rio Tinto have submitted documents relating to their joint venture and share of the iron ore market to the Japan Fair Trade Commission, and have applied for prior consultation of the examination of the joint venture.
UPDATE 16 July 2010: Japan Fair Trade Commission completed the initial 30 day review period and will make a decision from the secondary review within 90 days after receiving necessary documents relating to the transaction.
UPDATE 18 October 2010: BHP Billiton and Rio Tinto have agreed to terminate their plan to form a JV company for iron ore business. The parties have mutually agreed that no break fee is payable.
JP Morgan Chase & Co, the US financial services firm, has agreed to acquire Bank One Corporation, the US banking corporation, for approximately USD 61.16bn.
The all-stock transaction is based on an offer of 1.32 shares of JPMorgan common stock for each Bank One corporation share held.
Based on JP Morgan's closing price of USD 39.22 on 14 January 2004 they are offering USD 51.77 per Bank One share, a premium of 16% over Bank One's closing price the day before the transaction.
The premium based on the average closing prices of both corporations over the last month would be approximately 8 percent and 14 percent based on today's closing prices.
Bank One generated earnings of approximately USD 3.3bn in the 2002 financial year.
JP Morgan's shareholders will own approximately 58% of the shares of the combined company and Bank One's shareholders will hold about 42%. William Harrison will be Chairman and CEO with James Dimon as President and COO.
The company's sixteen member board will have seven directors from both JP Morgan and Bank One alongside Harrison and Dimon.
The combined business will retain the name JP Morgan Chase & Co. with its corporate headquarters situated in New York and will have assets of USD 1.1 trillion, a strong capital base, 2,300 branches in seventeen states and top-tier positions in retail banking and lending, credit cards, investment banking, asset management, private banking, treasury and security services, middle-market, and private equity.
The combined enterprise will have a market capitalization of approximately USD 130bn. The retail financial services business, excluding credit card, will be headquartered in Chicago.
This will also serve as the headquarters of the middle market business.
Transaction related costs are expected to be USD 3bn.
The merger is subject to the approval of the shareholders of both JP Morgan and Bank One as well as US federal and state and foreign regulatory authorities. Completion of the transaction is expected to occur in mid-2004.
UPDATE 1 March 2004: JP Morgan has requested that the Federal Reserve Board should exclude USD 20bn when examining the market-share effects of its acquisition of Bank One. The maximum deposit share imposed by the Texas banking regulators is 20% and the two banks combined could have a 22% share in Texas.
UPDATE 1 July 2004: The deal has completed.
Williams Companies, Inc. has signed a definitive agreement to be acquired by Energy Transfer Equity LP.
Williams Companies (WMB), the listed US-based company headquartered in Tulsa, Oklahoma, is a midstream company specializing in gathering, processing, and interstate transportation of natural gas and natural gas liquids.
Energy Transfer Equity (ETE), the listed US-based company headquartered in Dallas, Texas, is an operator of natural gas pipelines.
Terms:
* USD 8.10 in cash, including a special USD 0.10 cash dividend, and 1.5274 ETE share for every WMB share.
* This corresponds to an implied offer price of USD 43.6 per WMB share.
* The cash portion of the consideration is subject to proration, with the maxium allocation of USD 6.05bn, excluding the USD 0.10 special dividend.
* The transaction has an implied equity value of USD 32.7bn, based on 749,739,823 WMB shares outstanding.
* The offer price of USD 43.60 represents a premium of 4.8% based on WMB's closing share price of USD 41.60 on 25 September 2015, one day prior to the announcement date, and a discount of 10.9% based on WMB's closing share price of USD 48.92 on 28 August 2015, one month prior to the annoucement date.
* If a superior offer were to emerge for WMB, the company would be required to give ETE at least 3 business days to make adjustments to its current offer before WMB's board of directors could effect a change of recommendation of the deal.
Termination Date: The termination date for the transaction is 28-Jun-16.
Termination Fee: USD 1480m, or 4.5% based on the implied equity value of the deal. The per-share increase required to cover this fee in a superior offer would be USD 1.97.
Rationale: The transaction is in line with ETE's strategy to diversify its energy infrastructure.
Post Deal Details:
* Upon completion of the transaction, WMB will retain its current name and remain a publicly traded company headquartered in Tulsa, Oklahoma.
* WMB will have ownership in the following MLP's: Energy Transfer Partner (ETP), Sunoco Logistics Partners LP (SXL) and WPZ.
Expected Completion: The transaction is expected to close in H1 2016.
Conditions:
* Customary closing conditions.
* WMB shareholder approval.
* Regulatory approvals.
* HSR (USA).
Background:
* The transaction has been approved by the Board of Directors of both companies.
* The transaction is expected to be tax-free to WMB shareholders in respect to any cash received.
* ETE expects no impact on its credit ratings of ETP, SXL, Sunoco, or WPZ.
* Following the announcement of the transaction, WMB and Williams Partners (WPZ) have agreed to terminate their merger agreement. Previously, WMB was looking to acquire WPZ for a total deal value of USD 13.8bn. WPZ shareholders will receive USD 428m in break-up fee for the termination of its transaction with WMB.
Sector Details:
* Midstream
UPDATE 13 MAY 2016: Williams Files Lawsuit Seeking to Prevent ETE from Avoiding Its Obligations under the Merger Agreement.
UPDATE 06 June 2016: The election deadline for WMB shareholders to elect their form of consideration for the transaction has been moved to 24 June 2016, 10 days fewer than the previous date.
UPDATE 27 June 2016: WMB's shareholders have approved the acquisition by ETE
UPDATE 29 June 2016: ETE has terminated the agreement to acquire WMB
Source Links:
Williams Companies, Inc. 8-K form filed with SEC on 28 September 2015 [http://www.sec.gov/Archives/edgar/data/107263/000119312515329829/d20025d8k.htm]
* Press release [http://www.sec.gov/Archives/edgar/data/107263/000119312515329829/d20025dex991.htm]
Energy Transfer Equity LP 8-K form filed with SEC on 28 September 2015 [http://www.sec.gov/Archives/edgar/data/1276187/000127618715000062/ete-williamsmergerx8xkx09x.htm]
* Press release [http://www.sec.gov/Archives/edgar/data/1276187/000127618715000062/ex99-1xetexwilliamsmergerp.htm]
* Investor presentation [http://www.sec.gov/Archives/edgar/data/1276187/000127618715000062/ex992etewilliamspresenta.htm]
Williams Companies, Inc. 8-K form filed with SEC on 29 September 2015 [http://www.sec.gov/Archives/edgar/data/107263/000119312515331008/d56210d8k.htm]
* Merger agreement [http://www.sec.gov/Archives/edgar/data/107263/000119312515331008/d56210dex21.htm]
Williams Companies, Inc 10-Q form filed with SEC on 30 July 2015 [http://www.sec.gov/Archives/edgar/data/107263/000010726315000014/wmb_20150630x10q.htm]
Williams Companies, Inc 10-K form filed with SEC on 25 Februrary 2015 [http://www.sec.gov/Archives/edgar/data/107263/000010726315000003/wmb_20141231x10k.htm]
Williams Companies, Inc. press release, 13 May 2016 [http://investor.williams.com/press-release/williams/williams-files-lawsuit-seeking-prevent-ete-avoiding-its-obligations-under-mer]
Williams Companies, Inc. press release, 14 April 2016 [http://investor.williams.com/press-release/williams/williams-wins-motion-expedite-litigation-against-ete-delaware-court-chancery]
Williams Companies, Inc.10-Q form filed with SEC on 05 May 2016 [http://www.sec.gov/Archives/edgar/data/107263/000010726316000024/wmb_20160331x10q.htm]
Williams Companies, Inc. 8-K form filed with SEC on 04 May 2016 [http://www.sec.gov/Archives/edgar/data/107263/000119312516577973/d118573d8k.htm]
* Exhibit- 99.1 First quarter report 2016 [http://www.sec.gov/Archives/edgar/data/107263/000119312516577973/d118573dex991.htm]
Williams Companies, Inc. 8-K form filed with SEC on 03 May 2016 [http://www.sec.gov/Archives/edgar/data/107263/000119312516573267/d176661d8k.htm]
* Exhibit- 2.1 Amendment No. 1 to Agreement and Plan of Merger [http://www.sec.gov/Archives/edgar/data/107263/000119312516573267/d176661dex21.htm]
Williams Companies, Inc. 8-K form filed with SEC on 19 April 2016 [http://www.sec.gov/Archives/edgar/data/107263/000119312516545371/d164204d8k.htm]
Energy Transfer Equity LP press release, 15 May 2016 [http://ir.energytransfer.com/phoenix.zhtml?c=106094&p=irol-newsArticle&ID=2168374]
Energy Transfer Equity LP 8-K form filed with SEC on 17 May 2016 [http://www.sec.gov/Archives/edgar/data/1276187/000127618716000171/a8-kxeterespondstothirdwmb.htm]
* Exhibit- 99.1 press release [http://www.sec.gov/Archives/edgar/data/1276187/000127618716000171/ex99-1xetepressreleasedate.htm]
Energy Transfer Equity LP 10-Q form filed with SEC on 06 May 2016 [http://www.sec.gov/Archives/edgar/data/1276187/000127618716000165/ete03-31x201610xq.htm]
* Exhibit- 10.1 Election Form and Letter Of Transmittal [http://www.sec.gov/Archives/edgar/data/1276187/000127618716000165/ete-03312016ex101.htm]
Energy Transfer Equity LP 8-K form filed with SEC on 04 May 2016 [http://www.sec.gov/Archives/edgar/data/1276187/000119312516576276/d134937d8k.htm]
Energy Transfer Equity LP 8-K form filed with SEC on 03 May 2016 [http://www.sec.gov/Archives/edgar/data/1276187/000127618716000156/a8-kxetexwmbmergeramendno1.htm]
* Exhibit- 2.1 Amendment No. 1 to Agreement and Plan of Merger [http://www.sec.gov/Archives/edgar/data/1276187/000127618716000156/ete-wmb_mergeramendmentno1.htm]
Energy Transfer Equity LP 8-K form filed with SEC on 19 April 2016 [http://www.sec.gov/Archives/edgar/data/1276187/000119312516545294/d160381d8k.htm]
Energy Transfer Equity LP 8-K form filed with SEC on 06 April 2016 [http://www.sec.gov/Archives/edgar/data/1276187/000127618716000145/a8-kxetexwmbseriesalitigat.htm]
Energy Transfer Equity LP 8-K form filed with SEC on 06 June 2016 [https://www.sec.gov/Archives/edgar/data/1276187/000127618716000188/a8-kelectiondeadline.htm]
* Ex-99.1 Press Release [https://www.sec.gov/Archives/edgar/data/1276187/000127618716000188/exhibit991pressreleasedate.htm]
Energy Transfer Equity LP 8-K form filed with SEC on 29 June 2016 [https://www.sec.gov/Archives/edgar/data/1276187/000119312516635172/d200539d8k.htm]
* Ex-99.1 Press Release [https://www.sec.gov/Archives/edgar/data/1276187/000119312516635172/d200539dex991.htm]
Williams Companies, Inc. 8-K form filed with SEC on 27 June 2016 [https://www.sec.gov/Archives/edgar/data/107263/000119312516633077/d218792d8k.htm]
* Ex-99.1 Press Release [https://www.sec.gov/Archives/edgar/data/107263/000119312516633077/d218792dex991.htm]
Williams Companies, Inc. 8-K form filed with SEC on 29 June 2016 [https://www.sec.gov/Archives/edgar/data/107263/000119312516635869/d214545d8k.htm]
* Ex-99.1 Press Release [https://www.sec.gov/Archives/edgar/data/107263/000119312516635869/d214545dex991.htm]
Procter & Gamble Company, the listed US-based consumer goods manufacturer, has agreed to acquire The Gillette Company, its domestic rival, also listed on the US stock exchange, in a deal valued at approximately USD 56bn.
Under the terms of the agreement, P&G will issue 0.975 shares of its common stock in exchange for each share of Gillette’s common stock.
Based on the USD 55.32 and USD 45.85 closing prices for P&G and Gillette respectively, on January 27, the last trading day before the announcement of the deal, the per share offer price for Gillette stands at USD 53.937, representing a premium of 17.67% over Gillette’s aforementioned share price.
The premium over Gillette’s closing price a month ago is slightly higher, at 19.86% based on Gillette’s closing price as of 28 December 2004.
Currently Gillette has approximately 992.8m common shares outstanding.
P&G is paying in shares but intends to implement a share buy-back program worth between USD 18bn to USD 22bn during the next year to 18 months.
As a result, the deal would ultimately be financed through about 60% stock and 40% cash.
As a part of the agreement, P&G will acquire the entire business of Gillette, including its manufacturing, technical and other facilities.
The transaction is expected to generate revenue and cost synergies that P&G currently quantifies at USD 14-16bn at present value.
The two companies and their consumer brands portfolios are seen as highly complementary, with P&G’s strengths located in women’s personal care market and Gillette being stronger in the men’s grooming category.
P&G also intends to help Gillette’s brands penetrate further in developing markets such as China, Russia, Mexico and Turkey, by leveraging its go-to-market capabilities and existing businesses.
For the nine months ended September 30, 2004, Gillette reported sales of USD 7.37bn, EBIT of USD 1.86bn and Net Profit of USD 1.28bn.
The transaction has already been approved by the boards of both companies and remains subject to their shareholders’ approvals.
Shareholders votes will have taken place by mid-May.
The deal is also subject to regulatory and other governmental consents in the US and the European Union and is expected to close in fall 2005.
UPDATE 12 July 2005: The transaction has received approval of shareholders of both Gillette and P&G.
The companies expect the transaction to close on receipt of regulatory approval from the European Union and the U.S. Federal Trade Commission.
UPDATE 15 July 2005: The transaction has received the approval of the European Commission.
UPDATE 30 September 2005 : P&G has completed the acquisition of Gillette following receipt of approval of the Federal Trade Commission.
Enel Energy Europe S.r.l, a subsidiary of the Italian energy company Enel Spa, along with Acciona of Spain, has agreed to launch a public offer for all the outstanding shares of Endesa SA, the Spain based energy company.
STRUCTURE
The acquisition will be carried out via a public tender offer under Spanish takeover law.
TERMS
The offer price is EUR 41.30 in cash per Endesa share.
The offer represents a premium of 2.6% of Endesa’s closing price on the 10-April-07, the last trading day before the offer was announced, a premium 6.8% of Endesa’s closing price on the 22-Mar-07, the last trading day before the announcement Enel and Acciona were examining an offer for Endesa and a premium of 3.25% over E.on AG’s lapsed offer.
The offer values the entire share capital of Endesa at approximately EUR 43,726m.
The consideration is based on the EUR 41 price per share previously announced and the interest that would accrue on such an amount at a three-month EURIBOR rate from the period running from 26-Mar-07 until 31-May-07.
The offer will be reduced to reflect the gross effects of any dividends, distribution, splits or share dividend.
SHAREHOLDING
Enel Energy Europe S.r.l directly or indirectly holds approximately 36.9% of Endesa’s outstanding share capital via Enel and Acciona .
RATIONALE & BACKGROUND
GasNatural launched a hostile offer of EUR 7.34 in cash plus 0.569 newly issued GasNatural shares on the 5 September, 2005, which was unanimously rejected. E.ON launched a counter bid on the 21 February, 2006 of EUR 27.50 per share.
GasNatural launched a complaint that the transaction fell under EU jurisdiction rather than Spanish Jurisdiction.
The European Court subsequently ruled that the transaction does fall under Spain’s jurisdiction.
E.ON’s offer was then approved by the CNE, the Spanish energy regulator with stiff conditions that were questioned by the EU. E.ON lodged an appeal with the Spanish Ministry for Industry against the decision by the National Energy Commission (CNE) to authorize its offer for Endesa with conditions.
The European Commission said that CNE violated Article 21 of the EU Merger, CNE were invited to express their views.
E.ON AG increased it’s counter-offer for Endesa to EUR 35 per share in cash on the 27-September-06, which was subsequently cut by EUR 0.50 to take a dividend into account.
Gas Natural withdrew its offer for Endesa on the 2-Feb-07.
E.on raised its offer on the EUR 40 on the 26-March-07.
Acciona SA and Enel SpA begin actively acquiring shares in open market purchases which results in the two companies holding 20% and 16.9% respectively.
CNMV bans both Acciona and Enel from making an offer for Endesa for at least 6 months after either completion or lapsing of E.ON’s offer.
E.ON threatens legal action against Acciona and Enel. Enel and Acciona signs an agreement with E.On on the 2-April-2007 which results in E.On effectively lapsing its own offer for Endesa and in return will receive Enel Viesgo and certain other Endesa assets in Italy, France, Poland and Turkey while in Spain on the successful completion of a joint offer by Enel and Acciona.
CONDITIONS
The offer is conditional on:
Acceptances from 50.01% of Endesa share capital. Relevant regulatory authorities.
OFFER UNCONDITIONAL, 05-Oct-07:
The offer is conditional on:
Acceptances and holdings of 92.6% achieved by Acciona and Enel. Offer declared unconditional
H.J. Heinz Company has entered into a definitive agreement to merge with Kraft Foods Group, Inc.
H.J. Heinz Company (Heinz), the US-based company headquartered in Pittsburgh, Pennsylvania, is engaged in manufacturing processed food products.
Kraft Foods Group, Inc. (Kraft), the listed US-based company headquartered in Northfield, Illinois, is engaged in manufacturing packaged consumer foods.
Terms:
* Based on 587,988,695 KRFT shares outstanding valued at a closing share price of USD 61.32 on 24 March 2015 in addition to a dividend per share of USD 16.50, the total cash-and-equity consideration is USD 45.757bn.
* The deal value for the transaction is approximately USD 54.496bn.
* Kraft's IEV is USD 45.757bn.
* The inferred offer price of USD 77.82 represents a premium of 26.9% on the closing share price of KRFT on 24 March 2015, one day prior to the announcement, and a premium of 21.7% on the closing share price of KRFT on 25 February 2015, one month prior to the announcement.
* Kraft shareholders will each receive a cash dividend of USD 16.50 for every share of KFRT held in addition to stock in the new entity, which will result in a total 49% stake in the new company.
* Each Kraft share held will be converted into one share of the new Kraft Heinz Company.
* Berkshire Hathaway and 3G Capital, the owners of Heinz, will invest an additional USD 10bn, resulting in current Heinz shareholders owning a 51% stake in the new entity.
Financing:
* The cash for the consideration will be funded via common equity from both Berkshire Hathaway and 3G Capital.
Rationale: The transaction is in line with both companies' strategies to increase growth, efficiency, and profits as well as scale domestically and abroad, to rapidly expand the combined businesses, and to increase shareholder value.
Post deal details:
* The new entity will be called the Kraft Heinz Company, which will be publicly listed.
* Heinz's Chairman and 3G Capital's Managing Partner, Alexandre Behring da Costa, will become Chairman of Kraft Heinz. Kraft's Chairman and CEO, John Cahill, will become Vice Chairman of Kraft Heinz and chair of a soon-to-be-formed operations and strategy committee as part of the new board. Heinz's CEO, Bernardo Vieira Hees, will become the CEO of Kraft Heinz. Further executives will be appointed following the announcement, and completed by the deal's close.
* Kraft Heinz's board will have five members appointed by the current board of Kraft and five members appointed by the current board of Heinz, and include three members from Berkshire Hathaway and three from 3G Capital.
* The new entity will have two headquarters, one in the Chicago area of Illinois, and one in Pittsburgh, Pennsylvania, to preserve the companies' long-standing histories and community relations in each region.
* The transaction is not expected to result in further debt for the new entity.
* Following the deal, it is expected that Kraft Heinz will be EPS accretive within two years and will achieve significant cost savings of approximately USD 1.5bn by the end of the fiscal year in 2017.
* Heinz and Kraft are not expecting to make any divestitures of any of their brands, and are instead more likely to engage in M&A following the close of this transaction.
Expected completion: The transaction is expected to close in the second half of 2015.
Conditions:
* Kraft shareholder approval
* Regulatory approvals
* Customary closing conditions
Background:
* The transaction has been unanimously approved by the boards of both companies.
* Among the brands that will come under the umbrella of the newly-formed Kraft Heinz Company are Oscar Meyer, Jell-O, Philadelphia, Kool-Aid, Velveeta, Stove Top, Shake 'n Bake, Grey Poupon, Planters, Heinz Baked Beans, HP Sauce, Boston Market, T.G.I. Friday's, Lunchables, Capri Sun, Maxwell House, Kraft Macaroni & Cheese, as well as Kraft and Heinz.
UPDATE 18 May 2015: A Supplementary Information Request was filed on 15 May 2015 by the Canadian Competition Bureau with regard to the proposed merger, effectively extending the waiting period following the bureau's receipt of the requested information, which expires in 30 days.
Further, Berkshire Hathaway and 3G Special Situations Fund III, L.P., withdrew their notification and report forms in relation to the merger under HSR on 06 May 2015, and then re-filed on 08 May, which also effectively extended the waiting period for another 30 days from 08 May 2015.
UPDATE 09 June 2015: The transaction's waiting period under HSR has expired. KFRT shareholders will now hold a special meeting to vote on the merger on 01 July 2015.
UPDATE 10 June 2015: The transaction has received approval from the Canadian Competition Bureau.
UPDATE 01 July 2015: The transaction has received the approval from Kraft shareholders.
UPDATE 02 July 2015: The transaction has been completed.
Sources:
Kraft Foods Group, Inc., 10-K form filed with SEC on 19 February 2015 [http://www.sec.gov/Archives/edgar/data/1545158/000154515815000018/krft10-k122714.htm]
Kraft Foods Group, Inc., 8-K form filed with SEC on 25 March 2015 [http://www.sec.gov/Archives/edgar/data/1545158/000119312515104004/d895300d8k.htm]
* Exhibit 99.1 [http://www.sec.gov/Archives/edgar/data/1545158/000119312515104004/d895300dex991.htm]
Kraft Foods Group, Inc., press release, 25 March 2015 [http://newscenter.kraftfoodsgroup.com/phoenix.zhtml?c=253200&p=irol-newsArticle&ID=2028345]
H.J. Heinz Company press release, 25 March 2015 [http://news.heinz.com/press-release/finance/hj-heinz-company-and-kraft-foods-group-sign-definitive-merger-agreement-form-k]
H.J. Heinz Company S-4 form filed with SEC on 18 May 2015 [http://www.sec.gov/Archives/edgar/data/1637459/000119312515190913/d898418ds4a.htm]
Kraft Foods Group, Inc., 8-K form filed with SEC on 09 June 2015 [http://www.sec.gov/Archives/edgar/data/1545158/000154515815000112/form8-k2.htm]
* Press Release [http://www.sec.gov/Archives/edgar/data/1545158/000154515815000112/hsrexpirationreleaseforfina.htm]
Kraft Foods Group, Inc., 425 form filed with SEC on 11 June 2015 [http://www.sec.gov/Archives/edgar/data/1545158/000095015715000540/form425.htm]
Kraft Foods Group, Inc. press release, 01 July 2015 [http://files.shareholder.com/downloads/ABEA-3QV6OO/308319366x0x837492/7A74F588-0FAC-48BC-A45E-982874617297/Kraft_Foods_Group_Shareholder_Vote_2015-07-01.pdf]
Kraft Foods Group, Inc. press release, 02 July 2015 [http://files.shareholder.com/downloads/ABEA-3QV6OO/308319366x0x837780/6F5AAFFE-7E3B-4804-8EEF-0B3F8743B03D/FINAL_Closing_Day_Press_Release.pdf]
AbbVie Inc. ("AbbVie") [NYSE:ABBV], the US based pharmaceutical company, has agreed to acquire Shire Plc ("Shire") [LON:SHP], the UK-listed and Ireland-based pharma company.
STRUCTURE
* The transaction is made of cash and shares and will be effected by means of a Scheme of Arrangement ("SoA") under Article 125 of the Companies Law 1991 of Jersey.
* The transaction will be performed through a newly formed company, New AbbVie, incorporated in Jersey, Shire's current place of incorporation.
* Following completion of the transaction, New AbbVie will become the holding company of the Shire and the AbbVie Group.
* Shire shareholders will hold 25% stake of New AbbVie and AbbVie stockholders will hold 75% of New AbbVie.
* Shire board of directors recommended that Shire shareholders vote in favour of the resolutions to be proposed at the Court Meeting and the EGM.
* AbbVie board of directors recommended that AbbVie stockholders vote in favour of the adoption of the US Merger Agreement, through which AbbVie will merge into new AbbVie.
DEAL TERMS
The offer is made of GBP 24.44 in cash and 0.896 AbbVie shares per Shire share:
* The cash and share offer implies a cum dividend offer price of GBP 52.48 per share, based on AbbVie share price of USD 53.52 and USD:GBP exchange rate of 1.7102 as at closing on 17 July 2014
* The offer price represents a premium of 9.2% over SHP's share price as of 17 July 2014, one day prior to the announcement date.
* The offer price represents a premium of 38.7% over SHP's share price as of 18 June 2014, one month prior to the announcement date.
* The offer price represents a premium of 40.4% over SHP's share price as of 19 June 2014, one day prior to the pre-announcement date.
* The offer price values the entire equity of Shire at GBP 31.3bn.
TERMINATION
* The acquisition will have a termination date on 30 April 2015.
* The transaction is subject to a termination fee of approximately GBP 955m, payable by AbbVie calculated as 3% of Shire market cap on 14 July 2014.
IRREVOCABLE UNDERTAKINGS
* AbbVie has received irrevocable undertakings in support of the offer by member of the Shire Board amounting in aggregate to 43,242 Shire shares (38,349 Shire shares and 1631 Shire ADSs) and representing approximately 0.01% of the existing issued share capital of Shire.
* The irrevocable undertakings will cease to be binding if the Scheme Circular is not dispatched on or before 31 October 2014.
MAJOR SHAREHOLDERS
Shire share holding structure as of 17 July 2014:
* Blackrock: 7.82% of shares
* FIL: 4.37% of shares
* Legal and General: 3.30% of shares
AbbVie share holding structure as of 17 July 2014:
* Capital Group: 8.45% of shares
* Blackrock: 6.93% of shares
* Vanguard Group: 5.65% of shares
* State Street: 4.32% of shares
* FIL: 4.15% of shares
FINANCING
* The total cash consideration payable under the offer amounts to GBP 14.4bn, and will be funded using AbbVie own cash resources and a bridge facility of GBP 13.5bn.
POST-DEAL
* After the transaction, Shire shares and AbbVie shares will be delisted.
* New AbbVie shares will be listed on the NYSE.
* New AbbVie intends to re-register Shire as a private company.
* New AbbVie would retain operational headquarters in Chicago
* AbbVie and Shire have agreed that Susan Kilsby and Dominic Blakemore will join the New AbbVie Board following completion of the transaction.
* After completion of the transaction, AbbVie intents to maintain a strong commitment to a growing dividend and to implement a share repurchase program.
BACKGROUND
* In early May 2014 AbbVie's approached Shire with an initial cash and share proposal representing an indicative offer of GBP 39.50 for each Shire share.
* On 20 June 2014, AbbVie's announced it made a cash and share proposal representing an indicative offer of GBP 46.26 (GBP 20.44 per share in cash + 0.7988 AbbVie's shares) for each Shire share.
* AbbVies then revised its offer twice before the PUSU date on 18 July 2014.
* On 8 July the terms of the offer increased to USD 22.44 cash + 0.8568 ABBV share corresponding to a total of GBP 51.15 per Shire share.
* On 14 July was the last and final revision accepted by Shire Board on 18 July.
The making of a firm offer was subject to the following pre-conditions:
* Completion of confirmatory due diligence on the business and prospects of Shire.
* Unanimous and unqualified recommendation of the proposal by Shire BoD.
* Irrevocable undertakings received from all of the directors of Shire (and any person connected to them) in respect to their holdings in Shire shares to accept the proposal.
RATIONALE
* AbbVie expects the transaction to be accretive to AbbVie's adjusted EPS in the first year following completion, growing to above USD 1 per share by 2020.
* AbbVie expects the transaction to reduce the effective tax rate for New AbbVie to approximately 13% by 2016.
* The combined Group will have: greater financial flexibility; enhanced research and development on current portfolio and pipeline; leadership position in high vale market segments.
CONDITIONS
* High Court sanction.
* SHP shareholders approval.
* ABBV shareholders approval
* Competition approvals:
* EC (Europe)
* HSR (USA)
* Competition Bureau (Canada)
* Federal Antimonopoly Service (Russia)
* Antimonopoly Committee (Ukraine)
* Antitrust Authority (Israel)
UPDATE 15 October 2014:
* AbbVie announces it has notified Shire of its Board of Directors' intention to reconsider the recommendation made on 18 July 2014 that AbbVie stockholders adopt the merger agreement needed to complete the proposed combination of AbbVie and Shire.
* AbbVie's Board will consider the impact of the US Department of Treasury's proposed unilateral changes to the tax regulations announced on 22 September 2014, including the impact to the fundamental financial benefits of the transaction.
* In the event that the AbbVie Board adversely changes its recommendation and AbbVie stockholder approval is not obtained, a break fee of approximately USD 1.635bn would be payable by AbbVie to Shire.
UPDATE 16 October 2014 - AbbVie Board withdraws Shire recommendation following US tax changes.
UPDATE 20 October 2014 - AbbVie and Shire agreed to terminate their proposed merger following the decision by AbbVie's Board to withdraw its support for the proposed transaction.
SOURCE LINKS
Financial documents:
* Shire, FY13 Annual report [http://www.shire.com/shireplc/uploads/report/Shire_Annual_report_2013_270314.pdf]
* Shire, 1Q14 Interim report [http://www.shire.com/shireplc/uploads/report/Shire_Q12014_EarningsRelease_01May2014.pdf]
Deal documents:
AbbVie Inc, Rule 2.4 Announcement, 19 June 2014 [http://abbvie.mediaroom.com/2014-06-19-NOT-FOR-RELEASE-PUBLICATION-OR-DISTRIBUTION-IN-WHOLE-OR-IN-PART-DIRECTLY-OR-INDIRECTLY-IN-INTO-OR-FROM-ANY-JURISDICTION-WHERE-TO-DO-SO-WOULD-CONSTITUTE-A-VIOLATION-OF-THE-RELEVANT-LAWS-OR-REGULATIONS-OF-SUCH-JURISDICTION]
Shire, Rejection of AbbVie proposal, 20 June 2014 [http://www.shire.com/shireplc/en/investors/investorsnews/irshirenews?id=959]
AbbVie Inc, Revised indicative offer, 8 July 2014 [http://www.londonstockexchange.com/exchange/news/market-news/market-news-detail.html?announcementId=12009990]
Shire, Press speculation, 11 July 2014 [http://www.londonstockexchange.com/exchange/news/market-news/market-news-detail.html?announcementId=12015248]
AbbVie, Further revised indicative offer, 14 July 2014 [http://www.londonstockexchange.com/exchange/news/market-news/market-news-detail.html?announcementId=12015434]
AbbVie, Offer announcement, 18 July 2014 [http://www.londonstockexchange.com/exchange/news/market-news/market-news-detail.html?announcementId=12022122]
Abbvie, Preliminary proxy statement, 22 August 2014 [http://www.sec.gov/Archives/edgar/data/1616675/000104746914007148/a2221187zs-4.htm]
AbbVie stock exchange announcement, 15 October 2014 [http://www.londonstockexchange.com/exchange/news/market-news/market-news-detail/12116556.html]
AbbVie, Board recommendation withdrawal, 16 October 2014 [http://www.investegate.co.uk/abbvie-inc-/rns/abbvie-board-recommends-stockholders-vote-against/201410160700314634U/]
AbbVie, Merger talks termination, 20 October 2014 [http://www.investegate.co.uk/article.aspx?id=201410210700078218U]
Shire, Merger talks termination, 21 October 2014 [http://www.investegate.co.uk/article.aspx?id=20141021070000P86E7]
Occidental Petroleum Corporation has agreed to acquire Anadarko Petroleum Corporation.
Occidental Petroleum Corporation, the listed US-based oil and natural gas exploration and production company, headquartered at Houston, Texas.
Anadarko Petroleum Corporation, the listed US-based oil and gas exploration and production company, headquartered at The Woodlands, Texas.
Terms:
* Occidental will acquire 502,052,625 shares of Anadarko wherein each share of Anadarko will receive USD 59 in cash and 0.2934 shares of Occidental.
* The cash consideration payable will be USD 29.62bn.
* Valued at a closing price of Occidental of USD 60.21 per share as on 08 May 2019, the equity consideration payable will be USD 8.87bn.
* The total consideration represents the implied equity value of Anadarko at USD 38.49bn.
* Assuming the debt of Anadarko of USD 15.89bn, the transaction is valued at USD 54.39bn.
* The implied offer price is USD 76.67 per share, representing 1.1% premium to the closing share price of Anadarko of USD 75.86 per share as on 08 May 2019, one day prior to the announcement; and a premium of 66.1% to the closing share price of USD 46.17 per share as on 09 April 2019, one month prior to the announcement.
* If a superior offer were to emerge for Anadarko, the company would be required to give Occidental at least 4 business days to make adjustments to its current offer before Anadarko’s board of directors could effect a change of recommendation of the deal.
Termination Fee: USD 1,000m, or 2.60% based on the implied equity value of the deal.
Under certain circumstances, there would be a reverse termination fee and the parent would owe the company USD 1,000m.
Termination Date: The termination date for the transaction is 09-Feb-20, but it can be extended to 9-May-2020 under certain circumstances.
Financing:
* Occidental will fund the cash consideration through a combination of cash from its balance sheet and fully committed debt and equity financing.
* On 30 April 2019, Occidental secured a USD 10bn equity investment from Berkshire Hathaway, Inc., the listed US-based investment management company with primary interests in the insurance sector, for financing the transaction.
Rationale:
* The combination of Occidental’s operational and technical excellence with Anadarko’s portfolio will create a global energy leader with enhanced scale and expertise.
* The synergies from the transaction will enable Occidental to expand its portfolio, enhance its Permian leadership and strengthen its position as a premier operator in prolific global oil and gas regions.
* The transaction will provide Occidental with additional free cash flow generating assets and capital spending efficiency.
Post Deal Details:
* The combined company will be a USD 100bn plus global energy leader with 1.3m boe/d of production.
* It is expected that the transaction will be accretive to Occidental’s cash flow in first year and provide annual cost synergies of USD 2bn and annual capital reductions of USD 1.5bn.
* Mr. Glenn Vangolen, Occidental’s Senior Vice President of Business Support, will lead an integration team that will include representatives from both Occidental and Anadarko.
Expected Completion: The transaction is expected to complete in the second half of 2019.
Conditions:
* Approval from shareholders of Anadarko Petroleum Corporation.
* Receipt of regulatory approvals.
* Customary closing conditions.
Background:
* The transaction is unanimously approved by the Boards of both companies.
* The Anadarko Board has recommended to its shareholders to approve the transaction.
* Concurrently, Occidental had announced on 05 May 2019 it entered into a binding agreement to sell Anadarko’s Algeria, Ghana, Mozambique and South Africa assets to Total S.A., a listed France-based listed integrated oil and gas company, engaged in upstream and refining activities and selling of petrochemicals, for USD 8.8bn, contingent upon Occidental completing its acquisition of Anadarko.
* On 12 April 2019, Chevron Corporation, the listed US-based company engaged in petroleum, chemicals, mining, power generation, and energy operations, agreed to acquire Anadarko for USD 16.25 in cash and 0.3869 shares of Chevron, for each share of Anadarko.
* On 24 April 2019, Occidental made an unsolicited proposal to acquire Anadarko for USD 38 in cash and 0.6094 shares of Occidental for each share of Anadarko.
* On 29 April 2019, Anadarko announced that it intends to resume negotiations with Occidental, while reaffirming its existing recommendation of the transaction with Chevron.
* On 05 May 2019, Occidental revised its offer to USD 59in cash and 0.2934 shares of Occidental for each share of Anadarko.
* On 05 May 2019, Chevron announced that it will not revise its offer and anticipates that Anadarko will terminate the agreement by paying a termination fee of USD 1bn.
* On 06 May 2019, Anadarko Board unanimously determined that the revised proposal received from Occidental constitutes a superior proposal and intends to terminate the agreement with Chevron.
* On 09 May 2019, Occidental signed a definitive merger agreement to acquire Anadarko and terminated the previous agreement with Chevron by paying USD 1bn as termination fees.
Sector details:
* Upstream.
* Midstream.
UPDATE 04 June 2019: The US Federal Trade Commission granted early termination of waiting period under the HSR Antitrust Improvements Act of 1976 and is expected to close in second half of 2019.
UPDATE 08 August 2019:
* Shareholders of Anadarko Petroleum has approved the transaction.
* Occidental Petroleum has completed the acquisition of Anadarko Petroleum.
Source Links:
Anadarko Petroleum Corporation 8-K form filed with SEC on 10 May 2019 [https://www.sec.gov/Archives/edgar/data/773910/000119312519144401/d745029d8k.htm]
* Agreement and plan of merger (Exhibit 2.1) [https://www.sec.gov/Archives/edgar/data/773910/000119312519144401/d745029dex21.htm]
Anadarko Petroleum Corporation form 425 filed with SEC on 10 May 2019 [https://www.sec.gov/Archives/edgar/data/773910/000119312519143374/d740596d425.htm]
Occidental Petroleum Corporation press release, 10 May 2019 [https://www.oxy.com/News/Pages/Article.aspx?Article=6090.html]
Anadarko Petroleum Corporation press release, 09 May 2019 [http://investors.anadarko.com/2019-05-09-Anadarko-Agrees-To-Be-Acquired-By-Occidental?asPDF]
Anadarko Petroleum Corporation press release, 06 May 2019 [http://investors.anadarko.com/2019-05-06-Anadarko-Board-Determines-Revised-Proposal-From-Occidental-Constitutes-A-Superior-Proposal?asPDF]
Cravath, Swaine & Moore LLP press release, 05 May 2019 [https://www.cravath.com/Occidentals-Revised-Proposal-to-Acquire-Anadarko-Contingent-88-Billion-Sale-of-Anadarko-African-Assets-to-Total-and-10-Billion-Investment-from-Berkshire-Hathaway/]
Chevron Corporation press release, 05 May 2019 [https://chevroncorp.gcs-web.com/news-releases/news-release-details/chevron-will-not-increase-offer-acquire-anadarko]
Occidental Petroleum Corporation press release, 05 May 2019 [https://www.oxy.com/News/Documents/6074.pdf]
Occidental Petroleum Corporation press release, 05 May 2019 [https://www.oxy.com/News/Pages/Article.aspx?Article=6070.html]
Anadarko Petroleum Corporation press release, 05 May 2019 [http://investors.anadarko.com/2019-05-05-Anadarko-Confirms-Receipt-Of-Revised-Proposal-From-Occidental?asPDF]
Occidental Petroleum Corporation press release, 30 April 2019 [https://www.oxy.com/News/Documents/6060.pdf]
Anadarko Petroleum Corporation press release, 29 April 2019 [http://investors.anadarko.com/2019-04-29-Anadarko-Intends-To-Resume-Negotiations-With-Occidental?asPDF]
Occidental Petroleum Corporation press release, 24 April 2019 [https://www.oxy.com/News/Documents/6055.pdf]
Anadarko Petroleum Corporation press release, 24 April 2019 [http://investors.anadarko.com/2019-04-24-Anadarko-Confirms-Receipt-Of-Unsolicited-Proposal-From-Occidental?asPDF]
Cravath, Swaine & Moore LLP press release, 24 April 2019 [https://www.cravath.com/Occidentals-57-Billion-Proposal-to-Acquire-Anadarko/]
Occidental Petroleum Corporation press release, 04 June 2019 [https://www.oxy.com/News/Pages/Article.aspx?Article=6100.html]
Occidental Petroleum Corporation press release, 08 August 2019 [https://www.oxy.com/News/Pages/Article.aspx?Article=6135.html]
Anadarko Petroleum Corporation form 10-Q filed with SEC on 08 May 2019
* Balance sheet [https://www.sec.gov/Archives/edgar/data/773910/000077391019000034/apc20191q-10q.htm#s6911B1234C1B5E78B85185100BA15F29]
Anadarko Petroleum Corporation 10-K form filed with SEC on 14 February 2019
* Income statement [https://www.sec.gov/Archives/edgar/data/773910/000077391019000009/apc201810k-10k.htm#sCD7387D4F5405025B7D230A7FB4C6E56]
Abbott Laboratories has agreed to spin-off its research-based pharmaceutical business, AbbVie Inc.
Abbott Laboratories, the listed US based headquartered in Abbott Park is a health care company that discovers, develops, manufactures and markets pharmaceuticals and medical products, including nutritional products, medical devices and laboratory diagnostics.
AbbVie Inc., the US based company headquartered in Chicago is engaged in research in pharmaceuticals.
Terms:
* For every 1 share of Abbott common shares held as of 12 December 2012, Abbott shareholders will receive 1 share of Abbvie common stock.
* 1,580,667,737 shares of AbbVie common shares will be distributed as part of the transaction.
* AbbVie Inc., will be listed on NYSE, and Abbott Laboratories shareholders will own 100% stake in AbbVie Inc.
* The distribution will be made in book-entry form, and physical share certificates will be issued on request of the shareholder.
* 16,000,000 shares of AbbVie common stock may be acquired by participants in the AbbVie Incentive Stock Program upon the exercise of certain options.
Rationale:
* The separation in two different companies reflects a long term change in the strategy of Abbott Laboratories.
* Both companies will have two distinctive business models requiring different styles of management.
* Abbott Laboratories will remain as a medical products company and AbbVie Inc. will be a research based organization.
Post Deal Details:
* Mr. Richard A. Gonzalez, currently Executive Vice President of Global Pharmaceuticals, will become Chairman and CEO of AbbVie, Mr. John Leonard, currently head of pharma R&D at Abbott, will be retained at AbbVie Inc, Mr. William Chase, the vice president of licensing and acquisitions at Abbott will be CFO of AbbVie Inc, Mr. Carlos Alban and Ms. Laura Schumacher will be employed in the same role of senior vice president of pharma products and global ops and general counsel respectively at AbbVie Inc and Mr. Timothy Richmond, will be employed in the role of chief human resources officer at AbbVie Inc.
Conditions:
* Customary closing conditions
UPDATE 01 January 2013: The transaction has been completed. AbbVie has commenced trading on 02 January 2013 on the NYSE at the opening price of USD 34.40 per share and will have a market cap of USD 54.375bn
Source Links:
Abbott Laboratories 8-K form filed with SEC on 30 November 2012 [http://sec.gov/Archives/edgar/data/1800/000110465912081228/0001104659-12-081228-index.htm]
* Separation and distribution agreement [http://sec.gov/Archives/edgar/data/1800/000110465912081228/a12-12469_10ex2d1.htm]
AbbVie Inc. 10-12B form filed with SEC on 04 June 2012 [http://www.sec.gov/Archives/edgar/data/1551152/000104746912006434/a2209760zex-99_1.htm#dw16901_management]
Abbott Laboratories press release, 21 March 2012 [http://www.abbott.com/news-media/press-releases/abbott-selects-abbvie-as-new-name-for-future-researchbased-pharmaceutical-company.htm]
Abbott Laboratories press release, 19 October 2012 [http://www.abbott.com/news-media/press-releases/2011-oct19-2.htm]
Abbott Laboratories press release, 28 November 2012 [http://www.abbott.com/press-release/abbott-board-of-directors-approves-separation-of-abbvie-and-declares-special-dividend-distribution-o.htm]
Abbot Laboratories press release, 02 January 2013 [http://www.abbott.com/press-release/abbott-completes-separation-of-researchbased-pharmaceuticals-business.htm]
AbbVie, Inc. listing prospectus, 19 December 2012 [http://www.sec.gov/Archives/edgar/data/1551152/000104746912011329/a2212247zs-1a.htm]
Abbott Laboratories 10-Q form filed with SEC on 02 August 2017 [https://www.sec.gov/Archives/edgar/data/1800/000110465917048855/a17-13353_110q.htm]
The Royal Bank of Scotland has offered to acquire the Natwest Group for a total consideration of GBP 20.85bn.
The offer consisted of 1.6 new RBS shares plus GBP 1.2 of Loan Notes for each Natwest share, valuing each Natwest share at GBP 12.50.
This was subsequently rejected by the Board of Natwest.
RBS made a revised offer on 29 Nov, which consisted of 0.968 New RBS shares plus 305p of Loan Notes for each Natwest share.
Based on the closing RBS share price on 26 Nov, the last trading day prior to the offer, the offer valued each Natwest share at GBP 15.90.
This represented a premium of 52.1% over the closing price on 23 Sep, the day prior to the initial offer.
Following the deal, Natwest Group will hold 37.8% of the enlarged company. RBS says potential benefits to consolidation include cost savings of over GBP 1bn, revenue benefits through the combination of brands, and increased opportunities throughout Europe.
Gas Natural SDG SA, the Spanish gas company, has made an unsolicited public offer to acquire the entire issued share capital of Endesa SA, the Spanish multi-utility group.
STRUCTURE
The offer will be executed via a public tender offer.
TERMS
* The offer values each Endesa share at EUR 21.45 in cash.
* The offer is based on EUR 7.34 in cash and 0.569 GasNatural newly issued shares. Based on GasNatural’s EUR 24.81 closing price on the 5-Sep-06, the equity component is valued at approximately EUR 14.11.
* The offer values the entire issued share capital at EUR 22.71bn.
* The offer represents a premium of approximately 12% to Endesa’s EUR 19.09, the last trading day before an offer was announced.
FINANCING
* The cash component of the consideration (approximately 34% of the overall price) is estimated at EUR 7.78bn and will be financed by a loan and bank guarantee of EUR 7.806bn underwritten by Societe Generale, UBS Investment Bank and La Caixa.
* Based on GasNatural’s closing price of EUR 24.81, GasNatural could issue approximately 602.4m shares.
* The newly-issued Gas Natural equity attributed to Endesa's shareholders will represent 57.36% of the diluted share capital post-completion of the transaction with Gas Natural's major shareholders Repsol and Caixa being diluted down to 12.99% and 12.79% respectively.
SYNERGIES
* The acquisition is expected to generate cost savings of approximately EUR 350m annually from 2008 on top of a reduction in corporate and administrative expenses of EUR 85m..
RATIONALE & BACKGROUND
* The transaction follows numerous unsuccessful attempts at consolidation between Spanish utilities companies. In 2000, Endesa and Iberdrola announced a recommended merger which the companies decided to lapse after the Spanish government imposed limitations on market shares and a significant disposal program in order to approve the transaction. In 2003, Gas Natural made an unsolicited public offer to acquire Iberdrola. However, CNE, the Spanish energy regulator, decided to block the deal on competition grounds and Gas Natural decided to lapse its offer..
CONDITIONS
The offer is conditional on:
* Acceptance regarding 75% of Endesa share capital.
* The relevant regulatory authorities.
UPDATE 21-Feb-06:
* E.ON AG, the Germany based diversified industrial company, has made an unsolicited counter public offer to acquire the entire issued share capital of Endesa SA, the Spanish multi-utility group.
* The offer values each Endesa share at EUR 27.50 in cash. .
* The offer values the entire issued share capital at EUR 29.115bn.
* The offer represents a premium of approximately 30% to GasNatural’s original hostile offer of cash and equity valued at EUR 21.20 on the 20 February, 2006, the last trading day before the announcement of E.ON firm offer.
* The offer represents a premium of approximately 8% to Endesa’s EUR 25.48 closing price on the 20 February, 2006, the last trading day before the firm announcement of the offer.
UPDATE 08-Mar-06:
* Endesa has unanimously rejected Gas Natural’s offer.
UPDATE 07-Apr-06:
* Gas Natural shareholders approve capital increase.
UPDATE 12-Jul-06:
* European court of justice rule on Endesa’s complaint against European Commission’s decision leave the competition assessment of the planned takeover of Endesa by Gas Natural to the Spanish authorities. Ruling on 14 July.
UPDATE 14-Jul-06:
* The European Court of First Instance has confirmed the decision of the European Commission (EC) that Spain had jurisdiction on Gas Natural's takeover of Endesa.
UPDATE 27-Jul-06:
* The European Court of First Instance has confirmed the decision of the European Commission (EC) that Spain had jurisdiction on Gas Natural's takeover of Endesa.
UPDATE 28-Jul-06:
* E.On has said that it does not believe that the conditions imposed by the Comision Nacional de la Energia (CNE) are justified.
UPDATE 07-Aug-06:
* The board of directors of Endesa, the listed Spanish power group, has decided by unanimity to appeal the Energy National Comision [CNE] body’s resolution of 27 July to defend the company value and its shareholders interests, according to an Endesa press release..
* UPDATE 08-Aug-06:
* E.ON lodged an appeal yesterday Thursday with the Spanish Ministry for Industry against the decision by the National Energy Commission (CNE) to authorize its offer for Endesa with conditions.
* UPDATE 25-Aug-06:
* European Commission’s says that CNE violated Article 21 of the EU Merger, CNE has been invited to express their views.
* UPDATE 27-Sep-06:
* E.ON AG has increased it’s counter-offer for Endesa to EUR 35 per share in cash.
* The offer represents a premium of approximately 27% to E’ON’s previous offer of EUR 27.50, a premium of approximately 7.7% to Endesa’s EUR 32.50 closing price on the 26-Sep-06, the last closing price before the offer increase and a premium of 49% Gas Natural’s original current offer of EUR 23.47 offer for Endesa, based on the previous days close.
* UPDATE 02-Jan-07:
* E.On is cutting its offer price for Endesa by EUR 0.50 per share to EUR 24.905 per share.
* UPDATE 02-Feb-07:
* Gas Natural has withdrawn its offer for Endesa.
* Gas Natural stated their were significant inequalities between itself and rival bidder E.On of Germany, particularly in the regulatory sense, but also due to the attitude of the target's board.
NXP Semiconductors [NASDAQ:NXPI], the Netherlands based and US listed semiconductors company, agreed to be acquired by Qualcomm [NASDAQ:QCOM], the US based and listed semiconductors company.
STRUCTURE
* The offer will be implemented via a tender offer and Dutch and US laws and regulations
* Both boards unanimously recommends the offer.
* The purchase agreement is between NXP and QUALCOMM RIVER HOLDINGS B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) organized under the Laws of The Netherlands, wholly owned by Qualcomm.
DEAL TERMS
The offer is USD 110 cash per NXPI share.
* The offer represents a premium of 11.5% over NXPI share price as of 26 October 2016, one day before the announcement.
* The offer represents a premium of 33.4% over NXPI share price as of 27 September 2016, one month before the announcement.
The offer prices values the entire equity of NXPI at USD 38.06bn based on 346m outstanding shares.
TERMINATION
* The purchase agreement has a termination date on 27 October 2017. NXP will pay a termination fee of USD 1.25bn in cash if NXP change its recommendation.
Qualcomm will pay a break up fee of USD 2bn in cash if the agreement terminates because of failure to obtain the required antitrust approvals.
MAJOR SHAREHOLDERS
As of 27 October 2016, NXP major shareholders:
* T. Rowe Price: 10.2% of share capital
* Fidelity: 6.25% of share capital
* Wellington Management: 3.28% of share capital
* JP Morgan: 3.23% of share capital
* Blackstone: 3.21% of share capital
FINANCING
* Qualcomm intends to fund the transaction with cash on hand and new debt.
RATIONALE
* The combined company is expected to have annual revenues of more than USD 30bn, serviceable addressable markets of USD 138bn in 2020 and leadership positions across mobile, automotive, IoT, security, RF and networking.
* Qualcomm expects to generate USD 500m of annualized run-rate cost synergies within two years after the transaction closes.
* The transaction structure allows tax efficient use of offshore cash flow and enables Qualcomm to reduce leverage rapidly.
BACKGROUND
* On 21 October 2016, various reports rumoured that NXP Semiconductors was close to be acquired by Qualcomm at an all-cash price in the range of USD 110 to USD 120 per NXPI share.
CONDITIONS
* 95% minimum level of acceptances
* NXP EGM approval
* Regulatory approvals
* German Ministry
* Competition approvals
* HSR (USA), EC (Europe), MOFCOM (China), Japan, Mexico, Philippines, Russia, South Korea, Taiwan
UPDATE
* 27-Jan-17: NXP Shareholders Approve All Items Proposed Relating To Qualcomm’s Tender Offer with 95% of votes cast.
* 4-Aug-17: Activist investor Elliott launched a campaign at NXP. In a 13D filing, Paul Singer's fund declared a 6% stake in NXP and said there are opportunities to boost shareholder value.
* 6-Nov-17: Broadcom announced that it had made a proposal to acquire Qualcomm for USD 70 per share in cash and stock. On 3-Nov-17 Bloomberg reported that Broadcom [NASDAQ:AVGO] is considering a takeover bid for Qualcomm [NASDAQ:QCOM] .
* 17-Nov-17: Qualcomm extended the offering period. The offer expires at 5pm, New York time, on 15 December 2017. In addition, since the opening of the offer, there has been 8,131,355 NXP shares tendered, representing 2.4% of the outstanding capital.
* 11-Dec-17: Elliott believes that NXP is worth USD 135 per share on a standalone basis without any control premium and that the Company is well positioned to benefit from some of the exciting growth engines of the semiconductor market. Elliott have combined economic exposure in NXP of approximately 6%.
* 16-Jan-18: Ramius Advisors, a shareholder of both NXP and Qualcomm, announced its intention to reject Qualcomm's current tender offer for NXP shares.
* 18-Jan-18: EC cleared the deal conditionally. Proposed remedies here [http://europa.eu/rapid/press-release_IP-18-347_en.htm].
* 19-Jan-18: Elliott believes [http://www.businesswire.com/news/home/20180119005315/en/] that Qualcomm can deliver value to its shareholders at prices for NXP higher than USD 135 per share.
* 20-Feb-18: Qualcomm revised its offer for NXP from USD 110 to USD 127.5 per share. The minimum acceptance condition was lowered from 80% to 70%. NXP shareholders holding 28% gave their irrevocable undertakings to tender into the revised offer. Among those shareholders Elliott and Soroban Capital Partners. The revised offer represents a premium of 29.2% over NXP share price one day before the announcement and 54.7% over NXP share price one month before the announcement.
* 5-Mar-18: Qualcomm announced today that it has extended the offering period of its tender offer until 9 March 2018. As of 2 March 2018, 36,083,504 shares have been tendered, representing approx. 10.5% of the outstanding NXP common shares.
* 21-Mar-18: The transaction has been objected by the authorities in China.
* 27-Mar-18: The European Commission (EC), after concluding Phase II of its review, found competition concerns and will only allow the deal to continue on the condition of Qualcomm offering licenses for NXP’s MIFARE technology and trademarks for eight years, ensuring interoperability, and the divestment of certain patents. Full rulling here [http://ec.europa.eu/competition/mergers/cases/decisions/m8306_3479_3.pdf].
* 6-Apr-18: Qualcomm announced today that it has extended the offering period of its tender offer until 13 April 2018. As of 5 April 2018, 55,243,215 shares have been tendered, representing approx. 16.1% of the outstanding NXP common shares.
* 13-Apr-18: Qualcomm announced today that it has extended the offering period of its tender offer until 20 April 2018. As of 12 April 2018, 55,867,547 shares have been tendered, representing approx. 16.2% of the outstanding NXP common shares.
* 19-Apr-18: Chinese competition authority MOFCOM announced the deal refiled on 16 April. Concerns are on competition. The measures proposed by Qualcomm were inadequate.
* 19-Apr-18: Qualcomm announced today that it has extended the long stop date to 25 July 2018. Qualcomm also agreed that if all required regulatory approvals are not received by 25 July 2018, it will pay the previously agreed termination fee to NXP. Renewed clearance for the HSR waiting period was granted.
* 25-Jul-18: Qualcomm abandoned bid for NXP Semiconductors after failing to secure approval from Chinese competition authority. Qualcomm will pay a brea-up fee of USD 2bn. Steve
Mollenkopf, CEO of Qualcomm added the intention "to pursue a stock repurchase program of up to USD 30bn to deliver significant value to our stockholders.”
* 26-Jul-18: Qualcomm has notified NXP that it will pay the USD 2bn in termination compensation by 9:00 am, New York City time, on July 26, 2018. The NXP Board of Directors has authorized a USD 5bn share repurchase program.
SOURCE LINKS
Offer related docs
* Offer announcement, 27 October 2016 [http://phoenix.corporate-ir.net/phoenix.zhtml?c=209114&p=irol-newsArticle&ID=2216425]
* Purchase agreement, 27 October 2016 [http://www.sec.gov/Archives/edgar/data/804328/000119312516749836/d278871dex21.htm]
* Schedule TO, 18 November 2016 [http://services.corporate-ir.net/SEC.Enhanced/SecCapsule.aspx?c=209114&fid=14677615]
* Shedule 14D-9, 18 November 2016 [http://services.corporate-ir.net/SEC.Enhanced/SecCapsule.aspx?c=209114&fid=14677618]
* Qualcomm Incorporated press release, 17 November 2017 [https://www.qualcomm.com/news/releases/2017/11/17/qualcomm-extends-cash-tender-offer-all-outstanding-shares-nxp]
* Elliott press release, 11 December 2017 [http://www.businesswire.com/news/home/20171211005550/en/Elliott-Believes-NXP-Semiconductors-Worth-135-Share]
* Elliott presentation, 11 December 2017 [http://www.fairvaluefornxp.com/media/1249/dec11_nxp_presentation.pdf]
* Revised offer, 20 February 2018 [http://www.prnewswire.com/news-releases/qualcomm-enters-into-amended-definitive-agreement-with-nxp-300601053.html]
* Offer extension announcement, 5 March 2018 [https://www.qualcomm.com/news/releases/2018/03/05/qualcomm-extends-cash-tender-offer-all-outstanding-shares-nxp]
* Extension of long stop date, refiling with MOFCOM, HSR approval, 19 April 2018 [http://www.qualcomm.com/news/releases/2018/04/19/qualcomm-and-nxp-agree-mofcom-request-withdraw-and-refile-application]
* Qualcomm terminate agreement to acquire NXP, 25 July 2018 [http://files.shareholder.com/downloads/QCOM/6324929342x0x982849/44B30309-24B6-4141-8786-5A1A80339FAB/FY_2018_3rd_Quarter_Earnings_Release.pdf]
NXP financial docs
* 3Q16 Interim report [http://phx.corporate-ir.net/External.File?item=UGFyZW50SUQ9NjUwNDU0fENoaWxkSUQ9MzU1OTkyfFR5cGU9MQ==&t=1]
Qualcomm SEC filings
* 8-K filed 27 October 2016 [http://files.shareholder.com/downloads/QCOM/3111761031x0xS1193125-16-749835/804328/filing.pdf]
Elf has made a counter-offer for TotalFina exactly two weeks after Total launched a EUR 42bn unsolicited offer for it.
Elf has offered three of its shares plus EUR 190 for every 5 Total shares held.
Elf also plans to separate the combined group's oil and energy activities from the chemical activities.
Elf plans to convene a shareholders meeting in early September in order to seek approval for the share issue funding the share exchange.
Elf formally let its bid lapse on September 18 after it agreed to accept Total's raised offer of EUR 52bn.
Comcast Corporation [Nasdaq:CMCSA] ("Comcast"), a US based and listed global media and technology company, announced a firm all-cash offer for Sky plc [LSE:SKY], a UK based and listed media company.
The offer is competing to Twenty-First Century Fox, Inc. ("21CF") cash offer launched in 2016.
STRUCTURE
* Comcast would implement the offer by way of a takeover offer under UK takeover code.
* Sky Independent Committee decided to withdraw its recommendation of the offer announced by 21CF. It welcomes the post-offer undertakings and commitments Comcast intends to give in relation to Sky's existing business including Sky News, and believes that these voluntary commitments should address any potential public interest concerns.
* The 21CF competing offer cannot close without the approval of at least a majority of independent Sky shareholders
DEAL TERMS
The cash offer of GBP 12.5 per Sky share.
* The offer represents a premium of 16% to the current 21CF offer price of GBP 10.75
* The offer represents a premium of 13% to the closing price of GBP 11.05 per Sky Share on 26 February 2018, one day prior to pre-announcement.
* The offer represent a 4.4% dicsount over Sky closing share price of GBP 13.08 as of 24 April 2018, one day prior to firm announcement.
The offer implies a value of approximately GBP 22bn for the fully diluted ordinary share capital of Sky.
PERMITTED DIVIDENDS
* Sky Shareholders are entitled to receive any final dividend in respect of the financial year ended 30 June 2018, up to an amount of GBP 0.218 per Sky Share, declared and paid prior to the Effective Date.
MAJOR SHAREHOLDERS
* Twenty-First Century Fox is Sky major shareholder with 39% stake in Sky share capital. Activist investor Elliot disclosed a stake of 1.85% in Sky on 8 February.
FINANCING
* The cash consideration of GBP 22bn would be financed through two credit agreements ComCast entered int, a unsecured bridge credit of up to GBP 16bn and an unsecured term loan credit agreement of up to GBP 7bn.
* ComCast anticipated that the commitments under the bridge credit agreement will be replaced, in whole or in part, by senior unsecured notes issued by Comcast or one of its subsidiaries in a public offering or private placement.
RATIONALE
* Sky will increase Comcast international revenues from 9% to 25%.
* The acquisition is expected to be accretive to the free cash flow per share in year one, excluding one-time transaction related expenses.
* The Acquisition is expected to generate annual run-rate synergies of around USD 500m.
POST OFFER UNDERTAKINGS
* Comcast intends to establish the Sky News Board and intends to commit that for a period of 10 years, the annual expenditure in Sky News will be at least an amount equal to the level of expenditure incurred for the 2016/17 financial year.
* Comcast is also intending to give binding undertakings enforceable by the Sky News Board to maintain safeguards to protect Sky News' editorial independence.
* Comcast is also committed to protecting media plurality in the UK and is intending to give a binding post-offer undertaking not to acquire any majority interest in any newspapers in the UK for five years.
BACKGROUND
* On 7 December 2016, 21F made initial approach with offer which Sky BoD rejected
* On 8 December 2016, 21F made revised offer, which was also rejected.
* On 9 December 2016, after further negotiation the offer was revised GBP 10.75 per share, the potential offer of which was recommended by Sky BoD and announced to the market in response to share price rise.
* On 14 December 2017, the Walt Disney Company agreed to acquire 21F.
* On 27 February 2018, Comcast announced a possible offer for Sky at GBP 12.5 per share.
* On 12 April 2018, the Takeover Panel Executive ruled that The Walt Disney Company will be required to make a mandatory offer for Sky at a fixed price of GBP 10.75 in cash per Sky Share within 28 days of completion of Disney's proposed acquisition of 21CF, unless by then 21CF has acquired 100% of the Sky, or any third party (i.e. ComCast) has acquired more than 50% of the Sky Shares.
* On 25 April 2018, ComCast announced a firm offer for Sky plc at the same price of GBP 12.5. 21CF announced that remains committed to its recommended cash offer for Sky. Sky Independent Committee decided to withdraw its recommendation of the offer announced by 21CF.
PRE-CONDITIONS (to issue the Offer document)
* EC (Europe) do not initiate a PH II review (Article 6(1)(a)
* Secretary of State UK does not make PH II CMA (UK) review (under Section 67 or Section 42 of Enterprise Act 2002)
* CMA (UK) does not initiate a PH II review If the deal is referred in wole or in part
CONDITIONS
* >50% minimum acceptances
* Competition approvals
* EC (Europe)
* The deal can be reffered in whole or in part to other national jurisdictions (under Article 9 of EU merger control regime): CMA (UK), Germany, Italy, Ireland, Austria
* Jersey
* Secretary of State (UK)
* Media authorities approval: Italy, Bavaria, Hamburg and Schleswig-Holstein, Ireland, Austria
* FCA (UK) approval in respect of the acquisition by Comcast of Sky UK Limited
UPDATES
* 23-May-18: Comcast Corporation confirms that it is considering an offer for the businesses that Fox has agreed to sell to Disney (which do not include the Fox News Channel, Fox Business Network, Fox Broadcasting Company and certain other assets). Any offer for Fox would be all-cash and at a premium to the value of the current all-share offer from Disney.
* 14-Jun-18: Twenty-First Century Fox confirmed it has received an unsolicited, written proposal from Comcast to acquire the same businesses that 21st Century Fox previously agreed to sell to The Walt Disney Company, including the Twentieth Century Fox Film and Television studios, along with cable and international TV businesses.
* 15-Jun-18: The European Commission has now approve unconditionally Comcast's proposed acquisition, resultign in all of the pre-conditions outlined in its announcement dated 25 April 2018.
* 11-Jul-18: 21CF revised its offer for Sky to GBP 14/share. Following that Comcast increased its to GBP 14.75/share. The offer represents a 5.4% premium over 21CF revised offer. As the increased offer is expected to complete before the final dividend for the FY ended 30 June 2018, it includes an amount in lieu of a final dividend. Sky independent committee recommend the increased offer by ComCast. The Increased offer represents a premium of approximately 91.8%to Sky closing price of GBP 7.69 on 6 December 2016, one day before the date on which an initial
proposal was received from 21CF.
* 20-Sep-18: Takeover Panel initiated auction process to start 21 September 2018 and end 22 September 2018.
* 23-Sep-18: Comcast offered GBP 17.28 per share, 21CF's offered GBP 15.67 per Sky share. The Sky committee recommended Comcast offer.
* 25-Sep-18: Comcast has acquired more than 30% of the voting rights in Sky share capital. This triggers a mandatory offered to be launched at the increased offer price of GBP 17.28 per Sky share.
* 9-Oct-18: Offer declared wholly unconditional. Comcast holds 76.84% of Sky plc.
SOURCE LINKS
Offer related docs
* Possible offer, 27 February 2018 [http://www.londonstockexchange.com/exchange/news/market-news/market-news-detail/other/13546649.html]
* Possible offer presentation, 27 February 2018 [http://3xscreen.videosync.fi/events/3xscreen/5a91a6e86d1f04000ff9cd92/attachments/investor_call_slides.pdf]
* Firm offer announcement (Rule 2.7), 25 April 2018 [http://www.londonstockexchange.com/exchange/news/market-news/market-news-detail/other/13618153.html]
* Response by Sky Independent Committee, 25 April 2018 [http://www.skygroup.sky/corporate/investors/rns/2344433]
* Revised increased offer, 11 July 2018 [http://www.nasdaq.com/press-release/comcast-corporation-increases-superior-cash-offer-for-sky-plc-20180711-01041]
* Offer document, 13 July 2018 [http://www.cmcsa.com/static-files/54710fbf-5507-463e-a558-2e718f770113]
* Auction process, 20 September 2018 [http://www.londonstockexchange.com/exchange/news/market-news/market-news-detail/other/13798196.html]
* Final offer, 23 September 2018 [https://assets.contentstack.io/v3/assets/bltdc2476c7b6b194dd/blt964ea62cad503dc1/5ba8a8e755d4eb81673dee8c/download]
* Launch of mandatory offer, 25 September 2018 [http://www.investegate.co.uk/comcast-corporation/rns/recommended-mandatory-superior-cash-offer-for-sky/201809250818198342B/]
* Offer declared wholly unconditional, 9 October 2018 [http://www.londonstockexchange.com/exchange/news/market-news/market-news-detail/other/13822205.html]
* Compulsory acquisition, 12 October 2018 [https://www.londonstockexchange.com/exchange/news/market-news/market-news-detail/other/13826516.html]
SKY financial docs
* 1H17/18 Interim report [http://assets.contentstack.io/v3/assets/bltdc2476c7b6b194dd/bltff4f339dabd1309e/5a8160dc25bef76b0bd0ac5b/download]
* FY17 Annual report [http://www.skygroup.sky/corporate/articles/annual-report-2017]
Sunoco Logistics Partners, L.P. (SXL) has signed a definitive agreement to acquire Energy Transfer Partners L.P. (ETP)
Energy Transfer Partners L.P., the listed US-based company headquartered in Dallas, Texas, is an operator of a diversified portfolio of energy assets.
Sunoco Logistics Partners, L.P. the listed US-based company headquartered in Sinking Spring, Pennsylvania is engaged in the business of transporting, terminalling, and storing refined products and crude oil.
Terms:
* 1.5 SXL common units: 1 ETP common unit, valued at a closing share price of USD 26.19 per SXL share on 18 November 2016.
* Sunoco has agreed to acquire ETP for a consideration of USD 21.3bn.
* Based on 542,668,309 Energy Transfer Partners L.P., the transaction has an implied equity value of USD 21.3bn.
* The implied offer price of USD 39.29 per share represents a discount of 0.2% based on ETP's closing share price of USD 39.37 per share on 18 November 2016, one day prior to the announcement date, and a premium of 6.1% based on ETP's closing share price of USD 37.01 per share on 21 October 2016, one month prior to the announcement date.
Termination Date: The termination date for the transaction is 20-May-17.
Termination Fee: Not to exceed USD 630m or 2.95% based on the implied equity value of the deal. The per-share increase required to cover this fee in a superior offer would be USD 1.16.
Rationale:
* The transaction is in line with Sunoco's strategy to integrate its NGL and crude businesses
* Expand SXL's footprint.
Post Deal Details:
* Upon completion of the transaction, the existing incentive distribution rights provisions in the SXL partnership agreement will remain and ETP will own the incentive distribution rights of SXL.
* Immediately accretive to SXL’s distributable cash flow per common unit.
* Kelcy Warren, Mackie McCrea, Matt Ramsey and Tom Long will be the Chief Executive Officer, Chief Commercial Officer, President and Chief Financial Officer of the combined companies, respectively.
* Mike Hennigan and other members of the SXL management team will remain in management roles.
* SXL will remain headquartered in Philadephia, Pennsylvania.
Expected Completion: The transaction is expected to close by Q1 2017.
Conditions:
* ETP shareholder approval.
* Customary closing conditions.
* Regulatory approvals.
Background:
* Commercial synergies and costs savings of USD 200m annually by 2019.
Sector Details:
Midstream
Source Links:
Energy Transfer Partners L.P. 8-K form filed with SEC on 21 November 2016 [https://www.sec.gov/Archives/edgar/data/1012569/000101256916000224/a8-kxetpxsxlmerger.htm]
* Ex-99.1 Press release [https://www.sec.gov/Archives/edgar/data/1012569/000101256916000224/ex991pressreleasedatednove.htm]
Sunoco Logistics Partners, LP 8-K form filed with SEC on 21 November 2016 [https://www.sec.gov/Archives/edgar/data/1161154/000119312516773188/d270409d8k.htm]
* Ex-99.1 Press release [https://www.sec.gov/Archives/edgar/data/1161154/000119312516773188/d270409dex991.htm]
Sunoco Logistics Partners, LP 8-K form filed with SEC on 21 November 2016 [https://www.sec.gov/Archives/edgar/data/1012569/000101256916000233/a8-kxetpxsxlmergerinvestor.htm]
* Ex-99.1 Investor Presentation [https://www.sec.gov/Archives/edgar/data/1012569/000101256916000233/sxlandetpinvestorpresent.htm]
Energy Transfer Partners L.P. 10-Q form filed with SEC on 09 November 2016 [https://www.sec.gov/Archives/edgar/data/1012569/000101256916000221/etp09-30x201610xq.htm]
Energy Transfer Partners L.P. 10-K form filed with SEC on 29 February 2016 [https://www.sec.gov/Archives/edgar/data/1012569/000101256916000155/etp12-31x201510k.htm]
The board of directors of Altria Group, Inc., the listed US based tobacco, food and brewery group, has agreed to spin-off its entire ownership interest in Kraft Foods, Inc., the listed US based food products company, to Altria's shareholders.
Altria Group owns an approximate 89% of Kraft’s outstanding shares.
Based on Kraft’s closing price of USD 34.83 per share on 30 January 2007, the last trading day prior to the announcement and 1,643.78m shares outstanding in Kraft Foods the 89% stake is valued at approximately USD 50.96bn.
Under the terms of the agreement, Altria will distribute approximately 0.7 of a share of Kraft for every share of Altria common stock outstanding, based on the number of Altria shares outstanding on that date.
Altria shareholders will receive cash in lieu of fractional shares for amounts of less than one Kraft share.
Altria currently owns approximately 280,146,481 shares of Kraft’s issued and outstanding Class A common stock and 1,180m shares of Kraft’s issued and outstanding Class B common stock, together constituting approximately 89% of the aggregate outstanding Class A and Class B common stock.
Prior to completion of the transaction, Class B common stock of Kraft, which carry 10 votes per share, will be converted into Class A stock of Kraft, which carry one vote per share.
The distribution of the shares owned by Altria will be made on 30 March 2007 and the exact distribution ratio will be determined on the record date.
The transaction will enable Kraft grow its business with enhanced flexibility, make acquisitions, including by using Kraft stock as acquisition currency, to compete more effectively in the food industry as well as allow management of Altria and Kraft to focus more effectively on their respective businesses and improve Kraft's ability to recruit and retain management and independent directors.
The transaction will also provide greater aggregate debt capacity to both Altria and Kraft and improve capital allocation within each company.
The transaction will be tax-free to Altria and its shareholders, except in respect of cash received in lieu of fractional share interests.
Following the distribution of Kraft shares, Altria intends to adjust its dividend so that Altria's shareholders who retain their Kraft shares will receive, in the aggregate, the same dividend amount that existed before the transaction.
No governmental or IRS approval is required to complete the transaction.
UPDATE 30 March 2007: Altria Group, Inc has completed the spinoff of Kraft Foods Inc.
The two biggest German banks have agreed to create a joint bank in a merger of equals, with a combined market capitalization in excess of EUR 80bn.
The amalgamation of the two banks will be effected by way of an exchange ratio, which is expected to range between 64% for Deutsche Bank and 36% for Dresdner Bank to 60% and 40% respectively.
The new bank will receive the name of "Deutsche Bank AG", but maintain the green corporate color of Dresdner.
The new logo has to be decided by an agreement between the two banks.
The precise exchange ratio is expected to be made available in November 2000.
The talks have been interrupted and the deal was lapsed on the 05. of April.
eBay Inc. has agreed to spin off its PayPal division into a separate, publicly-traded company named PayPal, Inc.
eBay, the listed US-based company headquartered in San Jose, California, is an online trading community engaged in combining traditional auction operations with fixed price trading.
PayPal, the US-based company headquartered in San Jose, California, is engaged in providing online payment solutions for individuals and businesses.
Terms:
* Each eBay shareholder to receive one share of PayPal for each eBay share held.
* PayPal shares will be listed on NASDAQ under the ticker symbol "PYPL".
Rationale: The transaction is in line with eBay's and also PayPal's strategy to maximize shareholder value, focus and flexibility and to capitalize on the respective growth opportunities available in the global commerce and payments market.
Post Deal Details:
* John Donahoe, CEO of eBay, will step down from his role after the spin-off is complete.
* Devin Wenig, currently in charge of eBay’s online marketplace, will become CEO of the newly independent eBay.
* American Express executive Daniel Schulman will lead the newly-public PayPal Inc.
Expected Completion: The transaction is expected to close in the second half of 2015.
Conditions:
* Regulatory conditions.
* Certain other conditions.
Background:
* PayPal is available in 203 markets globally and is on track to process one billion mobile payments in 2015.
* Over the past twelve months, PayPal has processed $203bn in total payment volume.
* In 2013, PayPal acquired mobile payments company Braintree.
UPDATE 20 July 2015: The transaction has been completed. Under the separation terms, on 17 July 2015 eBay shareholders received a distribution of one PYPL common share per every eBay common share held as of 08 July 2015.
PayPal shares have traded since 06 July 2015 on a "when issued" basis under the ticker symbol "PYPLV", which ended on 17 July 2015.
As of the close date, PayPal is now listed on the Nasdaq under the ticker symbol "PYPL". Dan Schulman is the newly-listed company's President and CEO.
Sources:
eBay Inc. press release, 26 June 2015 [https://www.ebayinc.com/stories/news/ebay-inc-board-approves-completion-of-ebay-and-paypal-separation/]
eBay Inc. 8-K form filed with SEC on 30 June 2015 [http://www.sec.gov/Archives/edgar/data/1065088/000119312515240245/0001193125-15-240245-index.htm]
* Separation and distribution agreement [http://www.sec.gov/Archives/edgar/data/1065088/000119312515240245/d944939dex21.htm]
* Shareholder information statement [http://www.sec.gov/Archives/edgar/data/1065088/000119312515240245/d944939dex991.htm]
* Press release [http://www.sec.gov/Archives/edgar/data/1065088/000119312515240245/d944939dex992.htm]
PayPal, Inc., press release, 30 September 2014 [https://www.paypal-media.com/press-releases/ebay-&-paypal-to-become-independent-comp]
eBay Inc. press release, 30 September 2014 [http://files.shareholder.com/downloads/ebay/3546268182x0x783992/e662a9ff-1f39-4608-a975-c60b073819db/eBay%20Investor%20Deck_Final.pdf]
PayPal, Inc. press release, 20 July 2015 [https://investor.paypal-corp.com/releasedetail.cfm?ReleaseID=922829]
eBay Inc. 8-K form filed with SEC on 03 October 2014 [https://www.sec.gov/Archives/edgar/data/1065088/000089882214000400/body.htm]
* Press release [https://www.sec.gov/Archives/edgar/data/1065088/000089882214000400/ex992.htm]
eBay Inc. 8-K form filed with SEC on 20 July 2015 [http://www.sec.gov/Archives/edgar/data/1065088/000119312515257121/d93601d8k.htm]
* Press release [http://www.sec.gov/Archives/edgar/data/1065088/000119312515257121/d93601dex991.htm]
PayPal, Inc. 8-K form filed with SEC on 20 July 2015 [http://www.sec.gov/Archives/edgar/data/1633917/000119312515257108/d31081d8k.htm]
* Shareholder information statement [http://www.sec.gov/Archives/edgar/data/1633917/000119312515257108/d31081dex991.htm]
* Press release [http://www.sec.gov/Archives/edgar/data/1633917/000119312515257108/d31081dex992.htm]
Anthem Inc. will acquire Cigna Corporation.
Anthem Inc., the listed US-based company headquartered in Indianapolis, Indiana, is a managed healthcare company in the Blue Cross and Blue Shield Association.
Cigna Corporation, the listed US-based company headquartered in Bloomfield, Connecticut, is a global health service company.
Terms:
* Anthem will acquire Cigna for a total consideration of USD 47.2bn, USD 26.6bn in cash and USD 20.6bn in equity.
* Exchange ratio of 0.5152 Anthem share for each Cigna share.
* Based on 257,367,068 Cigna shares outstanding, the implied equity value of the transaction is USD 47.2bn.
* The implied offer price of USD 183.36 per share represents a premium of 18.8% based on Cigna's closing price of USD 154.36 per share on 23 July 2015, the last trading day prior to the announcement;
* and a premium of 10.6% based on Cigna's closing share price of USD 165.75 per share on 24 June 2015, one month prior to the announcement date.
* If a superior offer were to emerge for Cigna, the company would be required to give Anthem at least 5 business days to make adjustments to its current offer before Cigna’s board of directors could affect a change of recommendation of the deal.
Termination Date:
* The termination date for the transaction is 1-Jan-17.
Termination Fee:
* Not to exceed USD 1,850m, or 3.92% based on the implied equity value of the deal. The per-share increase required to cover this fee in a superior offer would be USD 7.19. Under certain circumstances, there would be a reverse termination fee and the parent would owe the company USD 1,850m.
Financing:
* Anthem has received committed financing from Credit Suisse, Bank of America, and UBS Investment Bank.
Rationale:
* This transaction is in line with Anthem's strategy to deliver higher quality healthcare, create greater healthcare service diversification, and enhance consumer and shareholder value.
Post-Deal Details:
* Upon closing of this transaction, Anthem will have over USD 115bn in pro forma annual revenues and coverage of USD 53m medical members.
* Anthem President and CEO, Joseph Swedish, will serve as Chairman and CEO of the combined company.
* Cigna President and CEO, David Cordani, will be President and COO of the combined company.
* The Anthem Board of Directors will be expanded to 14 members and 5 independent directors, including David Cordani, from Cigna's current Board will join the nine current members of Anthem's Board.
* The combined company expects to achieve adjusted earnings per share accretion approaching 10% within the first year, with the accretion more than doubling by the second year post-closing.
* Anthem expects its debt-to-capital ratio to be close to 49% at closing, and plans to lower the ratio to the low 40% range within 24 months.
Expected Completion: This transaction is expected to close in H2 2016.
Conditions:
* Regulatory approvals
* HSR expiration
* Customary closing conditions
* Cigna shareholder approval
* Anthem shareholder approval of share issuance
Background:
* Cigna products and services are provided by or through operating subsidiaries including Connecticut General Life Insurance Company, Cigna Health and Life Insurance Company, Life Insurance Company of North America and Cigna Life Insurance Company of New York.
* The combined company reflects a pro forma equity ownership of approximately 67% Anthem shareholders and approximately 33% Cigna shareholders.
UPDATE 03 December 2015: The transaction has been approved by CI's shareholders.
UPDATE 06 May 2016: The merger is expected to close in the second half of 2016.
UPDATE 21 July 2016: The DOJ, along with attorney generals of 11 states and the District of Columbia, have sued in an effort to block the transaction.
UPDATE 08 September 2016: The American Medical Association and the Medical Society of the State of New York urge state insurance regulators to reject the transaction. the organizations find the transaction would create a company with anticompetitive market power.
UPDATE 19 January 2017: On 18 January 2017, the termination date was extended to 30 April 2017.
UPDATE 14 February 2017: Following an order from the U.S. District Court for the District of Columbia regarding the anticompetitive nature of the transaction, Cigna has terminated the transaction and is filing a suit against Anthem to recover USD 1.85bn in a reverse termination fee, and an amount exceeding USD 13bn in additional damages, which includes the lost premium value to Cigna shareholders. Cigna believe Anthem was not allowed to extended the termination date.
UPDATE 15 February 2017: Anthem is filing a lawsuit seeking a temporary restraining order wherein Cigna will not be allowed to terminate the transaction. Anthem believe Cigna was not allowed to terminate the transaction at all, and that Cigna has not fully performed its obligations under the agreement.
UPDATE 28 April 2017: The US Circuit Court of Appeals for the District of Columbia has upheld the US District Court for the District of Columbia's decision to block the merger.
Source Links:
Cigna Corporation 8-K form filed with SEC on 24 July 2015 [https://www.sec.gov/Archives/edgar/data/701221/000095015915000191/cigna8k.htm]
* Press release [https://www.sec.gov/Archives/edgar/data/701221/000095015915000191/ex99-1.htm]
Cigna Corporation 10-K form filed with SEC on 26 February 2015 [https://www.sec.gov/Archives/edgar/data/701221/000104746915001276/a2223122z10-k.htm]
Cigna Corporation press release, 24 July 2015 [http://newsroom.cigna.com/NewsReleases/anthem-announces-definitive-agreement-to-acquire-cigna-corporation.htm]
Anthem Inc. 8-K form filed with the SEC on 24 July 2015 [https://www.sec.gov/Archives/edgar/data/1156039/000119312515261907/d15785d8k.htm]
* Press release [https://www.sec.gov/Archives/edgar/data/1156039/000119312515261907/d15785dex991.htm]
Anthem Inc. 425 form filed with the SEC on 24 July 2015 [https://www.sec.gov/Archives/edgar/data/701221/000119312515261971/d92861d425.htm]
Anthem Inc. press release, 24 July 2015 [http://ir.antheminc.com/phoenix.zhtml?c=130104&p=irol-newsArticle&ID=2070832]
Cigna Corporation 10-Q form filed with SEC on 30 July 2015 [http://www.sec.gov/Archives/edgar/data/701221/000110465915054796/a15-12152_110q.htm]
Cigna Corporation press release, 03 December 2015 [http://newsroom.cigna.com/NewsReleases/Cigna-Shareholders-Approve-Pending-Merger-with-Anthem.htm]
Cigna Corporation 10-Q form filed with SEC on 06 May 2016 [http://www.sec.gov/Archives/edgar/data/701221/000110465916118534/a16-6644_110q.htm]
Anthem Inc. press release 21 July 2016 [http://ir.antheminc.com/phoenix.zhtml?c=130104&p=irol-newsArticle&ID=2187204]
American Medical Association (AMA) press release, 08 September 2016 [http://www.ama-assn.org/ama/pub/news/news/2016/2016-09-08-anthem-cigna-deal-new-york-state.page]
Anthem Inc. 8-K form filed with SEC on 19 January 2017 [https://www.sec.gov/Archives/edgar/data/1156039/000119312517012769/d331024d8k.htm]
Cigna Corporation 8-K form filed with SEC on 14 February 2017 [https://www.sec.gov/Archives/edgar/data/701221/000095015917000051/cigna8k.htm]
* Ex-99.1 Press Release [https://www.sec.gov/Archives/edgar/data/701221/000095015917000051/ex99-1.htm]
Cigna Corporation 8-K form filed with SEC on 15 February 2017 [https://www.sec.gov/Archives/edgar/data/701221/000095015917000058/cigna8k.htm]
Anthem Inc. 8-K form filed with SEC on 15 February 2017 [https://www.sec.gov/Archives/edgar/data/1156039/000119312517044351/d348257d8k.htm]
* Ex-99.1 Press Release [https://www.sec.gov/Archives/edgar/data/1156039/000119312517044351/d348257dex991.htm]
Anthem Inc. press release, 28 April 2017 [http://ir.antheminc.com/phoenix.zhtml?c=130104&p=irol-newsArticle&ID=2267102]
Anthem Inc. 8-K form filed with SEC on 28 April 2017 [https://www.sec.gov/Archives/edgar/data/1156039/000119312517148549/d381306d8k.htm]
* Press release (Exhibit-99.1) [https://www.sec.gov/Archives/edgar/data/1156039/000119312517148549/d381306dex991.htm]
Comcast Corporation, the listed US based broadband cable company, has agreed to acquire AT&T Broadband, the US based broadband network company, from AT&T Corporation, the listed US based voice, video and data Communications Company, for approximately USD 72bn.
Under the terms of the agreement, AT&T shareholders will receive approximately 0.34 shares and Comcast shareholders will receive one share, of the new Company, for each share they own.
After acquisition, AT&T Broadband will be merged with Comcast Corporation to form a new Company to be called AT&T Comcast Corporation.
AT&T has approximately 3538m outstanding shares as on 31 October 2001, which will be converted into 1202.92m shares of the new Company, valued at USD 46.950bn based on the Comcast closing price of USD 39.03 as on 18 December 2001, the last day of trading prior to the announcement of the deal, of, which is equivalent to USD 13.07 per share of AT&T.
As a result of the transaction, AT&T shareholders will own a 56% economic stake and approximately 66% voting interest in the new company.
Additionally, the new Company will assume approximately USD 20bn in debt and other liabilities, and also USD 5bn of AT&T subsidiary trust convertible preferred securities held by Microsoft Corporation.
Microsoft Corporation holds USD 5bn of AT&T subsidiary trust convertible preferred securities and has agreed to convert the same in to 115m shares of new Company.
The Board of the new Company will comprise of five Board members by each AT&T and Comcast.
The new Company is expected to achieve annual revenues of USD 19bn.
The transaction is in line with Comcast’s growth strategy to develop and deploy new broadband applications such as video on demand and interactive television, and to accelerate the deployment of telephone services to many new markets.
The Board of Directors of both Companies have approved the transaction. The transaction is subject to approval by AT&T and Comcast shareholders, regulatory review and certain other conditions. Completion is expected at the end of 2002.
UPDATE 18 November 2002: The transaction has been completed.
Under the terms of the agreement, AT&T shareholders will receive 0.3235 shares of the new Company. The transaction has aggregate value of approximately USD 60bn, which includes stock and debt.
Glencore Plc, a Swiss listed mining company and Xstrata Plc, a UK listed mining company, have reached an agreement on the terms of a recommended all-share merger of equals.
Glencore Plc is a multinational commodities trading and mining company headquartered in Baar, Switzerland and is the world's largest commodities trading company.
Xstrata Plc is an Anglo-Swiss multinational mining company headquartered in Zug, Switzerland.
It is a major producer of coal, copper, nickel, primary vanadium and zinc and the world's largest producer of ferrochrome. It has operations in 19 countries across Africa, Asia, Australasia, Europe, North America and South America.
STRUCTURE
The transaction will be conducted via a Scheme of Arrangement under UK law.
TERMS
* Xstrata shareholders will receive 2.8 New Glencore Shares for every Xstrata Share held, excluding Xstrata shares already owned by the Glencore Group.
* The offer values each Xstrata share at GBP 12.901 and the entire issued share capital of Xstrata at GBP 39.1bn.
* This represents a premium of 15.2% to Xstrata’s closing share price of GBP 11.195 as of 1-Feb-12, the last td prior to announcement of discussions regarding a merger.
* This represents a premium of 2.27% to Xstrata’s closing share price of GBP 12.615 as of 6-Feb-12, the last td prior to firm announcement of the merger.
* This represents a premium of 26.98% to Xstrata’s closing share price of GBP 10.160 as of 6-Jan-12, one month prior to firm announcement of the merger.
IRREVOCABLE UNDERTAKINGS
In aggregate, Xstrata and Glencore have received irrevocable undertakings from those of the Glencore Directors who hold or are beneficially entitled to Glencore Shares and also from the Principal Shareholders to vote in favour of the resolutions to be proposed at the Glencore General Meeting to approve the Merger and related resolutions in respect of 2,574,072,797 Glencore Shares, representing in aggregate approximately 37.2% of Glencore’s existing issued share capital.
SYNERGIES
The combination of Xstrata and Glencore will deliver estimated annual EBITDA synergies of at least USD 500m in the first full year of the Combined Group, which are predominantly marketing related. The combination is expected to be earnings per share accretive to Xstrata Shareholders.
UPDATE - 07 September 2012
Glencore has made an offer to increase to the merger ratio to 3.05 Glencore shares for every Xstrata share, changes to the proposed governance arrangements including Ivan Glasenberg to become CEO of the combined group and the ability for Glencore to structure the transaction as a takeover offer or as a scheme of arrangement of Xstrata.
CONDITIONS
* EGM approval
* High Court approval
* EC approval
* Bundeskartellamt (Germany) approval
* OFT (UK) approval
* HSR (USA) approval
* SACT (South Africa) approval
* MOFCOM (China) approval
* TCA (Australia) approval
GLENCORE CONVERTIBLE BONDS
Bond ISIN Nominal value 5% guaranteed convertible bonds due December 2014 XS0475310396 GBP: 2,300,000,000
UPDATE 01 October 2012: The Directors of Glencore International plc and the Independent Non-Executive Directors of Xstrata plc have reached an agreement on the revised final terms of the merger agreement and the revised terms of the merger have been approved by the UK Listing Authority.
UPDATE 22 November 2012: The European Commission has cleared under the EU Merger Regulation the proposed acquisition of Xstrata [XTA LN], the world's fifth largest metals and mining group, by Glencore [GLEN LN] the world's leading metals and thermal coal trader.
The clearance is conditional on the termination of Glencore's off-take arrangements for zinc metal in the European Economic Area (EEA) with Nyrstar, the world's largest zinc metal producer, and the divestiture of Glencore's minority shareholding in Nyrstar.
UPDATE 10 December 2012: Given the ongoing regulatory process and the South Africa Competition Tribunal's hearing now being postponed until January 2013, Glencore [GLEN LN] and Xstrata [XTA LN] have agreed, with the consent of the Panel, to extend the long stop date for their Merger from 31 December 2012 to 31 January 2013.
UPDATE 18 January 2013: On 10 December 2012, Glencore and Xstrata announced the extension of the long stop date for the Merger from 31 December 2012 to 31 January 2013, due to the ongoing regulatory processes in South Africa and China.
As those processes remain ongoing Glencore and Xstrata have agreed, with the consent of the Panel, to extend further the long stop date for the Merger to 15 March 2013.
UPDATE 1 March 2013: Glencore International plc will announce preliminary FY12 results on Tuesday, 5 March 2013 and provide an update on the timing of closing its merger with Xstrata.
Given the on-going regulatory process and the Xstrata court timetable, it will not be possible to complete the merger by 15 March.
UPDATE 5 March 2013: Xstrata notes the statement in the announcement by Glencore of its preliminary results for the 12 months ended 31 December 2012 that the longstop date for the merger between Glencore and Xstrata has been extended to 16 April 2013 with the consent of Xstrata and the Panel.
UPDATE 16 APRIL 2013: MOFCOM has cleared the merger with Xstrata under the Chinese Anti-Monopoly Law subject to the following commitments:1) Divestment of a Copper Concentrate Asset; 2) Copper Concentrate Supply Commitments; and 3) Zinc Concentrate and Lead Concentrate Supply Commitments.
UPDATE 2 MAY 2013: Glencore announced the merger with Xstrata was completed and it became effective on this date. The entire issued ordinary share capital of Xstrata is owned by the Glencore Group from this date.
SOURCE DOCUMENTS
* Offer Announcement, 7-Feb-12 [http://www.glencore.com/documents/Everest_Finalversion_Feb.pdf]
* Xstrata Plc annual report 2011 [http://www.xstrata.com/content/assets/pdf/xta_ar2011_en.pdf]
* Scheme Document, 31-May-12 [http://www.glencore.com/documents/Everest_Scheme_Circular.pdf]
* Amended Terms Announcement, 7-Sep-12 [http://www.londonstockexchange.com/exchange/news/market-news/market-news-detail.html?announcementId=11322488]
* New Scheme Document, 25-Oct-12 [http://www.glencore.com/documents/New_Scheme_Circular_final.pdf]
* Glencore: MOFCOM approval and management update, 16-Apr-2013 [http://www.glencore.com/documents/Announcement_Merger_Update_MOFCOM_and_Management_Update.pdf]
Vehicle Acquisition Holdings LLC, an entity owned by The United States Department of the Treasury, the Governments of Canada and Ontario, and the Voluntary Employees Beneficiary Association; has agreed to acquire the bulk of the assets of General Motors Corporation (Motors Liquidation Co.) through a credit bid.
General Motors Corporation, the listed US based company headquartered in Michigan, is a manufacturer of cars, trucks and related parts. Voluntary Employees Beneficiary Association (VEBA), the US based employees beneficiary trust headquartered in Michigan, is engaged in providing pay life, sick, accident, and similar benefits to members or their dependents, or designated beneficiaries.
Terms:
The purchase price paid by Vehicle Acquisition Holdings LLC (New GM) to Motors Liquidation Co. (Old GM) will equal the sum of:
1. A credit bid in an amount equal to the aggregate of:
* (A) USD 19,760,624,198 of principal amount of debt under Old GM’s existing credit agreement with the U.S. Treasury, plus USD 1,172,811,274 of principal amount of notes issued as additional compensation for the UST Loan, plus, in each case, interest on such debt owed as of the closing date of the 363 Sale by Old GM and its subsidiaries; and
* (B) USD 33,300,000,000 of principal amount of debt under Old GM’s debtor-in-possession financing facility, plus USD 2,221,110,000 of principal amount of notes issued as additional compensation for the DIP Facility, plus, in each case, interest thereon owed as of the Closing Date by Old GM and its subsidiaries;
* (C) less USD 8,247,488,605 of principal amount of debt owed under the DIP Facility.
2. The U.S. Treasury’s return of the warrants previously issued to the U.S. Treasury by Old GM.
3. The issuance by New GM to Old GM of:
* (a) 50,000,000 shares (10%) of New GM’s common stock; and
* (b) Warrants to acquire newly issued shares of New GM’s common stock initially exercisable for a total of 90,909,090 shares of New GM’s common stock (15% of New GM’s common stock on a fully diluted basis) on the respective terms specified therein
4. The assumption by New GM or its designated subsidiaries of certain specified liabilities of Old GM and certain of its subsidiaries (including USD 7,072,488,605 of debt owed under the DIP Facility).
In the event that the estimated aggregate general unsecured claims against the Sellers, as determined by the Bankruptcy Court upon the request of Old GM, exceeds USD 35bn, New GM is required to issue, as an adjustment to the purchase price, up to approximately an additional 2% of its common stock to Old GM, based on the extent to which such claims exceed USD 35bn, with the full amount of the Adjustment Shares being payable if such excess amount is greater than or equal to USD 7bn.
Post deal details:
* The US Treasury will hold 60.8% of New GM’s outstanding shares, receive USD 6.7bn in debt, and USD 2.1bn worth of preferred stock that pays a 9% dividend per annum.
* The US Treasury will have the right to nominate the initial directors of the New GM, other than those elected by the Canadian and Ontario governments and VEBA.
* The Canadian and Ontario governments will hold 11.7% of the outstanding shares, receive USD 1.3bn in debt, and USD 0.4bn worth of preferred stock.
* The Canadian and Ontario governments will have the right to select one initial director.
* VEBA will receive 17.5% of the share capital, receive USD 6.5bn of debt, and USD 2.5bn worth of preferred stock.
* VEBA will have the right to elect one initial director, but will have no voting or other governance rights.
* General Motors will receive 10% of the outstanding shares in the New GM.
* General Motors will receive warrants issued by New GM to acquire 45,454,545 newly issued New GM shares, exercisable before the seventh anniversary of issuance at an exercise price of USD 30 per share.
* General Motors will also receive warrants to acquire 45,454,545 newly issued NEW GM shares, exercisable before the ninth anniversary of issuance at an exercise price of USD 55 per share.
* New GM will issue warrants to the Voluntary Employees Beneficiary Association to acquire 15,151,515 newly issued NEW GM shares, exercisable before 31 December 2015 at an exercise price of USD 126.92 per share
* GM will use its cash and new Debtor-in-Possession financing of approximately USD 33bn to continue the business, to provide cash for closing of the asset sale and fund liabilities to secured lenders.
Termination:
* The agreement will be terminated by either the debtors or New GM if the sale does not occur before 15 August 2009 or not later than 15 September 2009.
Expected completion:
* The transaction is expected to close in third quarter of 2009.
Conditions:
* Court approval.
* Certain closing conditions.
Background:
* On 1 June 2009, GM and its subsidiaries filed for chapter 11 of the United States Bankruptcy Code in the U.S. Bankruptcy Court, excluding operations in Europe, Latin America, Africa, the Middle East and Asia Pacific.
* As of 31 March 2009, GM reported consolidated debt of USD 54.4bn, along with additional liabilities, including an estimated USD 20bn obligation to the United Auto Workers VEBA.
* GM has 82.3bn in assets with 244,500 employees across 34 countries. GM Europe has also entered into agreement for EUR 1.5bn bridge financing from the German government and a memorandum of understanding with Magna International Inc.
UPDATE 8 July 2009:
* The transaction has received approval from the US Federal judge for the Government backed entities to proceed with the acquisition of General Motors assets as earlier planned.
The plea from bondholders and product-liability claimants to halt the restructuring was rejected.
UPDATE 10 July 2009:
* On 10 July 2009, General Motors Company (“New GM”), formerly known as NGMCO, Inc. and successor-in-interest to Vehicle Acquisition Holdings LLC, completed the acquisition of substantially all of the assets of Motors Liquidation Company (“Old GM”), formerly known as General Motors Corporation
Plan of Arrangement: BCE Inc, a Canadian corporation, has signed a definitive agreement to be acquired by an investment group led by Teachers Private Capital, the private investment arm of the Ontario Teachers Pension Plan, Providence Equity Partners Inc, and Madison Dearborn Partners, LLC.
The board of directors of BCE have unianimously approved the merger.
BCE Inc, a Canadian based company headquartered in Montreal, Quebec, is a communications company which provides residential and business customers with wireline & wireless telecommunication services as well as Internet access, data services, and video services.
Terms: CAD 42.75 (USD 40.11) per BCE share
* The offer provides a premium of 5.97% based on BCE’s closing share price on 29 June 2007 of CAD 40.34 (USD 37.85).
* The implied equity value of the transaction is approx. CAD 34.274bn (USD 32.159bn).
* Preferred equity and any minority interest of BCE will also be acquired during the transaction. Minority interest amounts to approx. CAD 1.244bn (USD 1.167bn) and preferred equity is valued at approx. CAD 3bn (USD 2.82bn) based on the take out values in the press release.
* If a superior offer were to emerge for BCE Inc, the company would be required to give the consortium at least 5 business days to make adjustments to its current offer before BCE’s board of directors could effect a change of recommendation of the deal.
Conditions:
* CA (Competition Act of Canada)
* CRTC for approval of the transfer of BCE's broadcast license (Canadian Radio-television and Telecommunications Commission)
* IC for approval of the transfer of spectrum licenses(Industry Canada)
* BCE EGM for Common & Preferred shareholders voting as a class (2/3 approval necessary)
Financing:
* The investment group anticipates requiring BCE, Bell Canada and Bell Mobility to redeem outstanding redeemable debentures maturing up to August 2010 pursuant to their terms as of and subject to the closing of the transaction.
* The acquisition debt financing would become an obligation of BCE and be guaranteed by BCE's then subsidiaries (other than Bell Aliant Regional Communications Income Fund and Northwestel Inc.).
* As to Bell Canada, the investment groups's financing would comply as to ranking and security with the then existing Bell Canada debentures and medium term notes issued under the 1976 and 1997 indentures.
In addition, the investment group has obtained commitments to make available a combination of facilities in order to support the ongoing liquidity needs for the company.
Post-Deal Details: The equity ownership of BCE following the completion of the transaction will be: Teachers Private Capital 52%, Providence 32%, Madison Dearborn 9% and other Canadian investors 7%.
Solvency Opinion: The delivery of the solvency opinion is a condition to the completion of the acquisition of BCE.
Expected Close: The transaction is expected to close in the 1st quarter of 2008.
Termination Fee: CAD 800m (USD 751m) or 2.33% based on the implied equity value of the deal. The per-share increase required to cover this fee in a superior offer would be CAD 1 (USD 0.94). Under certain circumstances, there would be a reverse termination fee and the investment group would owe the company CAD 1bn (USD 938m).
Termination Date: The termination date for the transaction is 30-Jun-08.
Material Adverse Effect:
Includes:
a. An effect that, individually or in the aggregate with other such effects, is or would reasonably be expected to be material and adverse to the financial condition, business or the results of operations of the Company and its Subsidiaries
Excludes:
a. Any change in GAAP
b. Any adoption, proposal, implementation or change in Applicable Law or any interpretation thereof by any Governmental Authority
c. Any change in global, national or regional political conditions (including the outbreak of war or acts of terrorism) or in general economic, business, regulatory, political or market conditions or in national or global financial or capital markets
d. Any change affecting any of the industries in which the Company or any of its Subsidiaries operate
e. Any natural disaster
f. The execution, announcement or performance of the Agreement or consummation of the transactions contemplated hereby, including any loss or threatened loss of, or adverse change or threatened adverse change in, the relationship of the Company or any of its Subsidiaries with any of their employees, financing sources, bondholders or shareholders
g. Any change in the market price or trading volume of any securities of the Company (it being understood that the causes underlying such change in market price may be taken into account in determining whether a Material Adverse Effect has occurred), or any suspension of trading in securities generally on any securities exchange on which any securities of the Company trade
h. The Company ceasing to be a “qualified corporation” for purposes of the Telecommunications Regulations, or ceasing to be a “Canadian” for purposes of the Radiocommunication Regulations, or ceasing to be a “Canadian” for purposes of the Direction or ceasing to be in compliance with the Direction
i. The failure of the Company in and of itself to meet any internal or public projections, forecasts or estimates of revenues or earnings (it being understood that the causes underlying such failure may be taken into account in determining whether a Material Adverse Effect has occurred)
j. The failure of the Telesat Transaction to be completed for any reason
k. Any actions taken (or omitted to be taken) upon the request of the Purchaser
l. Any action taken by the Company or any of its Subsidiaries which is required pursuant to the Agreement; provided, however, that with respect to clauses (c), (d) and (e), such matter does not have a materially disproportionate effect on the Company and its Subsidiaries, taken as a whole, relative to other comparable companies and entities operating in the industries in which the Company and/or its Subsidiaries operate, and unless expressly provided in any particular section of this Agreement, references in certain sections of this Agreement to dollar amounts are not intended to be, and shall not be deemed to be, illustrative or interpretive for purposes of determining whether a “Material Adverse Effect” has occurred
UPDATE: 3-Jun-08: BCE announced that an amended Principal Investor Agreement has been filed with the Canadian Radio-television and Telecommunications Commission (CRTC), and that it has confirmed that it plans to direct an additional portion of the tangible benefits payable as a result of the transaction to the BCE New Media Trust.
Both measures were requested by the CRTC in its letter on 16-May-08, in which it indicated that the conditions set forth in its Decision of 27-Mar-08, to its approval of the proposed transaction had been fulfilled with these two exceptions.
UPDATE: 5-Jun-08: BCE announced it would defer the common share dividend for the second quarter 2008 as the Company works to complete its transaction.
The Board expects a final decision will be made regarding the dividend in late June.
UPDATE: 6-Jun-08: BCE announced that the documentation and information requested by Industry Canada has been filed with the department.
This measure was requested by the Minister of Industry in his letter on 08-Apr-08, in which he indicated his approval of the proposed transaction, subject to the receipt and approval by Industry Canada
UPDATE: 20-Jun-08: The Supreme Court of Canada reinstated the order approving the BCE privatization plan. The transaction is now expected to close in the third quarter of 2008.
UPDATE: 4-Jul-08: BCE and the consortium entered into a revised agreement in which there are now fully negotiated and executed credit documents for the purpose of funding the transaction, an increased reverse termination fee paid by the consortium of USD 1.2bn, a termination date of 11-Dec-08, and a cancellation of the dividend on common shares.
Preferred shares will still be paid dividends.
UPDATE: 27-Oct-08: BCE announced that the action brought under the Saskatchewan Class Action Act on behalf of BCE shareholders that seeks among other things, the payment of BCE's second and third quarter common dividends, damages and an injunction to halt the privatization transaction until the dividends are paid is without merit and will be opposed in court.
UPDATE: 10-Nov-08: The Saskatchewan Court of Queen's Bench has struck the Plaintiffs' claim to an injunction seeking to halt the privatization transaction.
UPDATE: 26-Nov-08: BCE announced that it received a preliminary view from KPMG that, based on current market conditions, its analysis to date and the amount of indebtedness involved in the LBO financing, KPMG does not expect to be in a position to deliver on the scheduled effective date of BCE’s privatization, 11-Dec-08, an opinion that BCE would meet the solvency tests as defined in the definitive agreement, as amended. At the same time, KPMG indicated that BCE would meet all solvency tests under its current capital structure.
American International Group, Inc. (AIG) has signed a definitive recapitalisation agreement with the United States Department of the Treasury (the Treasury Department) for a consideration of USD 48bn.
AIG, the listed US based company headquartered in New York, is an insurance and financial services group providing financial, retirement savings, and asset management services.
The Treasury Department, the US based government institution headquartered in Washington, Dist. Columbia, is reponsible for managing federal finances and accounts, supervising national banking organizations, and collecting taxes.
Terms:
* The Treasury Department will convert its 400,000 AIG Series E fixed rate non-cumulative perpetual preferred shares into 924,546,133 AIG common shares and its 300,000 AIG Series F preferred shares into 167,623,733 AIG common shares (in addition to newly issued AIG Series G preferred shares and AIG's special purpose vehicles' (SPVs') preferred interests), for a total of 1,092,169,866 AIG common shares.
* After the conversion, the 1,092,169,866 common shares will correspond to a 60.8% stake in the target company.
* The implied equity value of the transaction is approximately USD 78,948.8m.
* AIG's outstanding warrants held by the Treasury Department will remain outstanding after the recapitalization, and no adjustment will be made to the terms of the warrants.
* The parties may terminate the recapitalization agreement if the transaction is not completed by 15 March 2011.
Deal Structure:
* Repay and terminate the Federal Reserve Bank of New York (FRBNY) credit facility in the amount of USD 20bn.
The first step in the current transaction is for AIG to repay the USD 20bn in senior secured debt to FRBNY, the US based organization responsible for supervising and regulating financial institutions in the United States.
To repay the debt, AIG plans to use its existing cash resources, as well as the proceeds from the sale of its several assets, including the IPO of American International Assurance Company Ltd. (AIA), AIG’s Hong Kong based insurance unit, and the sale of American Life Insurance Company (ALICO), the US based provider of life and health insurance products, to MetLife, Inc., the listed US based provider of insurance, employee benefits, and other financial services.
* Provide for the exit of US Government’s interests in two Special Purpose Vehicles (SPVs) holding AIA and ALICO.
FRBNY owns preferred shares in two SPV’s that are related to AIG for a total value of USD 26bn.
Pursuant to the terms of the current transaction, AIG will draw down up to USD 22bn of undrawn Series F funds that are available to AIG under the Troubled Asset Relief Program (TARP) and will use these funds to buy FRBNY’s interests in the SPVs.
AIG will immediately transfer these preferred interests to the Treasury Department to repay the Series F funds.
To finance the remaining USD 4bn of the USD 26bn, as well as to retire the Treasury Department’s preferred interests in the SPVs, AIG will use the proceeds from the aforementioned assets disposals.
* Retire AIG’s remaining TARP support and Series C preferred shares.
The final step in the transaction is to retire the remaining debt owed to the Treasury Department under the TARP programme.
As a part of this plan, the Treasury Department will convert its AIG Series E and Series F preferred shares into AIG common stock.
The Treasury Department will also convert its AIG Series C preferred shares, which were previously considered as converted for voting rights purposes and which corresponded to a 80% stake in AIG, into target’s common shares. As a result of the transaction, the Treasury Department will hold a total of 1,655,037,962 AIG common shares. Given that the issue of the shares will dilute the existing number of AIG common shares (equal to 140,029,102 shares as of 30 November 2010), AIG will issue up to 75 million warrants with a strike price of USD 45 per share to the existing common shareholders.
This third step in the deal will be executed only if the FRBNY credit facility is repaid in full.
Rationale:
This transaction is consistent with AIG’s strategy of repaying the debts owed to the FRBNY and the Treasury Department and to transition AIG from a government-owned company to an independent entity.
Expected Completion:
The transaction is expected to close in the first quarter of 2011 after AIG has repaid and terminated the FRBNY credit facility and FRBNY has exited interests in SPVs holding AIA and ALICO.
Conditions:
* Subject to the FRBNY no longer holding preferred interests in AIG special purpose vehicles (SPVs) with an aggregate liquidation preference in excess of USD 2bn immediately after the closing of the transaction
* Subject to the financial condition of AIG being acceptable to the parties involved in the transaction
* Subject to AIG having all the necessary third-party financing commitments
* Subject to AIG achieving its year-end 2010 targets for the de-risking of AIG Financial Products Corp.
* Regulatory approvals in Australia, New Zealand, and Hong Kong
* Other customary closing conditions
Background:
The Treasury Department nationalized AIG in September of 2008, when AIG was about to go bankrupt.
At the time, the Treasury Department provided AIG with an emergency loan and acquired 100,000 Series C preferred shares in the target, which were treated as converted and corresponded to an 80% stake in AIG.
The Series C shares will be converted into 562,868,096 common shares under the current transaction and will correspond to a 31.33% stake in AIG. With the conversion of Series F and Series E preferred shares into a 60.8% stake in the target, the Treasury Department will hold a 92.1% stake in AIG after the transaction is completed.
UPDATE 14 January 2011: The transaction has been completed.
Bank of America Corporation, the US financial institution, has agreed to acquire FleetBoston Financial Corporation, the US diversified financial services company, for a stock consideration of approximately USD 47.85bn.
The offer price is comprised of 0.5553 shares of Bank of America common stock for each FleetBoston share held.
This represents a consideration of USD 45.46 per share. This purchase price represents a premium of 43% to Fleet's closing price of USD 31.8 at closing on 24 October 2003.
The deal is in line with Bank of America's intended strategy of growth through acquisitions and provides an increased geographical presence.
The transaction, which is expected to close in the first half of 2004, is subject to normal regulatory and shareholder approvals.
UPDATE 1 April 2004: The deal has completed.
Chevron Corporation have signed an agreement to acquire Anadarko Petroleum Corporation.
Chevron Corporation, the listed US-based company engaged in petroleum, chemicals, mining, power generation, and energy operations, headquartered in San Ramon, California.
Anadarko Petroleum Corporation, the listed US-based oil and gas exploration and production company, headquartered in The Woodlands, Texas.
Terms:
* Chevron will acquire 501,957,778 Anadarko shares, representing 100% stake in the company.
* As part of the consideration, Chevron will:
* Pay USD 16.25 per share, valuing the cash consideration at USD 8.156bn.
* Issue 0.3869 Chevron shares for every share of Anadarko.
* Based on USD 125.99 per share, closing price of Chevron shares on 11 April 2019, one day prior to the announcement, the equity consideration is valued at USD 24.468bn.
* The combined consideration is valued at USD 47.747bn, representing an implied offer price of USD 64.995 per share.
* The implied offer price represents:
* A premium of 38.9% over Anadarko’s closing share price of USD 46.8 on 11 April 2019, one day prior to the announcement.
* A premium of 48.4% over Anadarko’s closing share price of USD 43.81 on 12 March 2019, one month prior to the announcement.
* As part of consideration, Chevron will pay 75% of total consideration in equity and remaining 25% in cash.
* Including book value of non-controlling interest, Anadarko has an enterprise value of USD 50bn.
* If a superior offer were to emerge for Anadarko, the company would be required to give Chevron at least 4 business days to make adjustments to its current offer before Anadarko’s board of directors could effect a change of recommendation of the deal.
Termination Fee: USD 1,000m, or 3.07% based on the implied equity value of the deal.
Termination Date: The termination date for the transaction is 11-Jan-20, but it can be extended to 11-Apr-20 under certain circumstances.
Rationale:
* The acquisition enhances Chevron’s Upstream portfolio and further strengthens its position in the shale, deepwater and natural gas resource basins.
* The assets of Western Midstream Partners, LP, a subsidiary of Anadarko, will enhance Chevron’s economics and execution capabilities.
* It will strengthens Chevron’s position in the Permian, builds on its deepwater Gulf of Mexico capabilities and will help grow its LNG business.
* The transaction will generate annual run-rate synergies of approximately USD 2bn.
* It will create value for shareholders and investors.
* The transaction will enable Chevron to enter High-Grade Portfolio of assets.
* The combined company will have a total reserve of 13,526 MMBOE.
Post deal details:
* The merged entity will be led by Michael Wirth as Chairman and CEO
* Chevron expects the transaction to be accretive to its free cash flow and earnings 1 year after completion.
* Chevron will remain headquartered in San Ramon, California.
Expected completion: The transaction is expected to close in second half of the year.
Conditions:
* Subject to Anadarko shareholders’ approval.
* Subject to regulatory approvals.
* Subject to other customary closing conditions.
Background: The transaction has been approved by BOD of both the companies
Sector details:
* Upstream
* Midstream
UPDATE 24 April 2019: Occidental Petroleum Corporation, the listed US-based oil and natural gas exploration and production company, made an unsolicited proposal to acquire Anadarko for USD 38 in cash and 0.6094 shares of Occidental for each share of Anadarko.
UDPATE 29 April 2019: Anadarko announced that it intends to resume negotiations with Occidental, while reaffirming its existing recommendation of the transaction with Chevron
UDPATE 05 May 2019:
* Occidental revised its offer to USD 59in cash and 0.2934 shares of Occidental for each share of Anadarko.
* Chevron announced that it will not revise its offer and anticipates that Anadarko will terminate the agreement by paying a termination fee of USD 1bn
UDPATE 06 May 2019: Anadarko Board unanimously determined that the revised proposal received from Occidental constitutes a superior proposal and intends to terminate the agreement with Chevron
UPDATE 09 May 2019: Occidental signed a definitive merger agreement to acquire Anadarko and terminated the previous agreement with Chevron by paying USD 1bn as termination fees.
Source Links:
Anadarko Petroleum Corporation press release, 12 April 2019 [http://investors.anadarko.com/news-releases?item=835]
Anadarko Petroleum Corporation 8-K form filed with SEC on 12 April 2019 [https://www.sec.gov/Archives/edgar/data/773910/000119312519105312/d696815d8k.htm]
* Press release (Exhibit 99.1) [https://www.sec.gov/Archives/edgar/data/773910/000119312519105312/d696815dex991.htm]
* Presentation (Exhibit 99.2) [https://www.sec.gov/Archives/edgar/data/773910/000119312519105312/d696815dex992.htm]
Chevron Corporation press release, 12 April 2019 [https://chevroncorp.gcs-web.com/news-releases/news-release-details/chevron-announces-agreement-acquire-anadarko]
Chevron Corporation 8-K form filed with SEC on 12 April 2019 [https://www.sec.gov/Archives/edgar/data/93410/000095014219000800/eh1900523_8k.htm]
* Press release (EXHIBIT 99.1) [https://www.sec.gov/Archives/edgar/data/93410/000095014219000800/eh1900523_ex9901.htm]
Anadarko Petroleum Corporation 425 form filed with SEC on 16 April 2019 [https://www.sec.gov/Archives/edgar/data/93410/000095014219000832/eh1900524_8k.htm]
* Agreement and Plan of Merger (Exhibit-2.1) [https://www.sec.gov/Archives/edgar/data/93410/000095014219000832/eh1900524_ex0201.htm]
Anadarko Petroleum Corporation 10-K form filed with SEC on 14 February 2019
* Income Statement [https://www.sec.gov/Archives/edgar/data/773910/000077391019000009/apc201810k-10k.htm#sB3A725A9B1FB563584036021A040E266]
* Balance Sheet [https://www.sec.gov/Archives/edgar/data/773910/000077391019000009/apc201810k-10k.htm#sCD7387D4F5405025B7D230A7FB4C6E56]
Chevron Corporation press release, 05 May 2019 [https://chevroncorp.gcs-web.com/news-releases/news-release-details/chevron-will-not-increase-offer-acquire-anadarko]
Anadarko Petroleum Corporation press release, 09 May 2019 [http://investors.anadarko.com/2019-05-09-Anadarko-Agrees-To-Be-Acquired-By-Occidental?asPDF]
Cingular Wireless LLC, the US provider of mobile voice and data communications and a joint venture between SBC Communications Inc and BellSouth Corporation, the two listed (NYSE) US telecommunication services providers, has made an offer to acquire AT&T Wireless, the listed (NYSE) US provider of mobile telecommunication services, for USD 15 per AT&T Wireless common share in cash, which values its entire issued share capital at approximately USD 41bn.
The per share offer price represents a 26.9% premium over the closing share price of AT&T Wireless on February 13, 2004, the last trading day prior to the announcement.
SBC Communications and BellSouth have committed to finance the all cash acquisition, by providing USD 25bn and USD 16bn respectively.
The acquisition will create a company with approximately 46 million customers, combined 2003 sales of USD 32bn and an advanced digital network in the US.
The company will have spectrum in 49 states and operations in 97 of the most significant 100 markets.
Cingular and AT &T Wireless use the same technology, including GPRS (General Packet Radio Services), EDGE (Enhanced Data rates for GSM Evolution), and trailing next generation UMTS (Universal Mobile Telecommunications System), and their combination will enable them to provide enhanced services for business customers, including high speed wireless connectivity for PCs and wireless email devices.
As a result of the acquisition, Cingular expects to achieve significant synergies by the consolidation of networks, distribution, billing, procurement, marketing, advertising and other operations.
Cingular anticipates USD 1bn savings in operating and capital expenditure expenses in 2006, and in excess of USD 2bn in annual savings, beginning in 2007.
The boards of directors of Cingular and AT&T Wireless have approved the agreement.
Following the completion of the acquisition, SBS and BellSouth will own 60% and 40% interest in AT&T Wireless’ equity respectively, and the management control will remain 50-50.
The deal is subject to AT&T Wireless shareholders’ agreement, federal regulatory authorities approval, and other customary closing conditions.
The transaction is expected to close as soon as late 2004.
UPDATE 19 May 2004: The deal has been approved by AT&T Wireless shareholders.
UPDATE 16 September 2004 :
Michael Powell, chairman Federal Communications Commission, is likely to issue an opinion on whether Cingular Wireless can purchase AT&T Wireless Services after which the FCC commissioners will arrive at a decision on the approval for the transaction.
The US Justice Department is also evaluating the deal and whether it might lower competition in the mobile/wireless industry. The deal is expected to close by the end of 2004.
UPDATE 25 October 2004:Cingular Wireless and AT&T Wireless Services received approval for their merger from the US Department of Justice, contingent upon the merged company divesting of assets in 13 markets in 11 states.
The affected markets are in Connecticut, Georgia, Kansas, Kentucky, Louisiana, Massachusetts, Missouri, Michigan, Oklahoma, Tennessee and Texas.
These assets include wireless services businesses and spectrum licenses.
UPDATE 26 October 2004:Cingular Wireless LLC has completed its previously announced merger with AT&T Wireless Services Inc.
The transaction has been approved by all required federal regulatory authorities, including the U.S. Department of Justice and the Federal Communications Commission.
France Telecom has agreed to acquire Orange plc from Vodafone Airtouch, paying GBP 25.1bn in cash and shares and the assumption of GBP 1.8bn in debt.
Finance for this acquisition was received from various banks, including Barclays Bank, BNP Paribas, Citibank CSFB, Morgan Stanley Dean Witter and Societe Generale, which makes it one of the largest amounts ever offered to one company by the banks.
The acquisition is a major step forward in its strategy to gain a leading position within the UK mobile telecoms market.
The deal will double Orange's size, reach and capacity. The deal has received clearance from the EU, 11 August 2000.
The deal was only cleared after Orange agreed to sell its stake in KPN Orange Belgium therefore reducing its stake to 30% in the Belgian mobile phone market.
Prosus N.V. has made a voluntary exchange offer to acquire 45.40% stake in Naspers Limited, the South Africa-based listed media company engaged in internet platforms, pay-television and the provision of related technologies and print media.
Terms:
* Prosus will acquire 197,722,020 N shares of Naspers at an exchange rate of 2.27443 new N shares of Prosus for each share of Naspers at an implied offer price of EUR 192.76 per share.
* Valuing at closing share price of EUR 84.75 per share of Prosus as on 11 May 2021, the consideration is EUR 38.112bn.
* The implied offer price is EUR 192.76 per Naspers N share and represents
* premium of 3.57% over Naspers one-day prior price of ZAR 3174.59 (EUR 186.12) as of 11 May 2021
* discount of 2.05% over Naspers one-month prior price of ZAR 3413.35 (EUR 196.79) per share as of 12 April 2021.
* The implied equity value of Naspers is EUR 83.948bn.
* As part of the transaction, Naspers will subscribe for a new class of Prosus B shares to maintain Naspers's current voting position in Prosus.
Rationale:
* The transaction will help to create value for both the company’s shareholders.
* The acquisition will double the actual economic interest of the Prosus free float in the original Prosus portfolio to 59.7%.
* It will also result in growth of Prosus's index weighting throughout all major indices.
* It will bring in enhanced trading liquidity in the Prosus N shares.
Post deal details:
* Prosus will own 49.5% stake in Naspers N shares.
* Naspers will own 57.2% stake in Prosus N shares.
Conditions:
* Minimum acceptance of 45.40% of the issued Naspers N shares.
* Approval from Prosus shareholders
* Regulatory approvals
Background:
* Prior to the transaction, Prosus held 3.7% stake in Naspers while Naspers owned 73.2% stake in Prosus N shares.
* As a result of the transaction, a cross-holding structure will be formed in which there will be an undertaking by Naspers that it will not sell Prosus Ordinary Shares N for a period of 12 months.
* Naspers Limited reported an annual revenue of USD 4001m and USD 3291m for the year ended 31 March 2020 and 2019, respectively.
* The transaction is expected to be executed by Q3 of 2021.
UPDATE 13 August 2021:
* All exchange offer conditions, including the minimum acceptance condition, have been satisfied.
* As a result, the Exchange Offer has become unconditional.
* In accordance with the terms of the Exchange Offer, the 448,991,535 New Prosus Ordinary Shares will be admitted to listing and trading on Euronext Amsterdam, the JSE and the A2X on 16 August 2021.
UPDATE 16 August 2021: The transaction is completed.
Source Links:
Naspers Limited stock exchange announcement, 12 May 2021 [https://www.londonstockexchange.com/news-article/NPSN/offer-to-naspers-shareholders/14972897]
Naspers Limited stock press release, 12 May 2021 [https://www.naspers.com/news/prosus-announces-voluntary-offer-to-acquire-454-of-naspers-shares/]
Prosus N.V. stock exchange announcement, 12 May 2021 [https://www.londonstockexchange.com/news-article/0A28/offer-to-naspers-shareholders/14972895]
Prosus N.V. press release, 12 May 2021 [https://www.prosus.com/news/prosus-announces-voluntary-offer-to-acquire-454-of-naspers-shares/]
Offer investor presentation [https://www.share-exchange-offer.com/wp-content/uploads/2021/05/investor-presentation.pdf]
Offer infographic [https://www.share-exchange-offer.com/wp-content/uploads/2021/05/prosus-share-exchange-offer-infographic.pdf]
Naspers Limited interim report
* Balance sheet [https://www.naspers.com/getattachment/0bff1231-403a-4809-9b56-8f293bbbae0f/Naspers-condensed-consolidated-financial-statements,-Sep20.pdf.aspx?lang=en-US#page=15]
Naspers Limited annual report
* Income statement [https://www.naspers.com/getattachment/fd388c5e-aee9-4ede-9b91-edd53dbf1d38/5-Naspers-annual-financial-statements-2020.pdf.aspx?lang=en-US3#page=31]
Medtronic, Inc. a (Medtronic) [NYSE: MDT], the US-based medical company entered into definitive agreement to acquire Covidien Plc (Covidien) [NYSE: COV], the Ireland-based US listed healthcare company.
STRUCTURE
* The transaction will be structured as a Scheme of arrangement (SoA) under Irish Law.
* Medtronic intends to acquire all Covidien's existing issued and to be issued ordinary shares in cash and share.
* Medtronic will perform the acquisition through, New Medtronic, a private limited company incorporated in Ireland, and New Medtronic Sub, a wholly owned subsidiary incorporated in Ireland.
* Covidien's board unanimously recommended Covidien shareholders to vote in favour of the transaction.
DEAL TERMS
The offer price is USD 93.22 in cash and share per Covidien share.
* The offer is made of USD 35.19 cash and 0.956 Medtronic share for every 1 share of Covidien, equivalent to USD 58.03, using Medtronic share price one day prior to the announcement date.
* The offer price represents a premium of 29.4% based on Covidien's closing share price of USD 72.02 per share on 13 June 2014, one day prior to the announcement date
* The offer price represents a premium of 29.1% based on Covidien's closing share price of 72.18 per share on 13 May 2014, one month prior to the announcement.
* The offer price values the entire equity of Covidien at USD 42.05bn.
TERMINATION
* The merger will have a termination date on 15 March 2015, by which day it will have to become effective and wholly unconditional.
* The transaction is subject to a termination fee of USD 850m, payable by Medtronic to Covidien within three business days.
* If a superior offer were to emerge for Covidien, the company would be required to give Medtronic at least 3 business days to make adjustments to its current offer before Covidien's board of directors could effect a change of recommendation of the deal.
MAJOR SHAREHOLDERS
Covidien's share holding structure as of 31 March 2014:
* The Vanguard Group Inc: 4.79% of shares
* Wellington Management Company, LLP: 4.24% of shares
* State Street Corporation: 4.04% of shares
* Artisan Partners Asset Management Inc.: 3.3% of shares
* BlackRock, Inc.: 3.05% of shares
Medtronic's share holding structure as of 31 March 2014:
* The Vanguard Group Inc: 5.58% of shares
* Wellington Management Company, LLP: 5.3% of shares
* State Street Corporation: 4.33% of shares
* MFS Investment Management: 3.2% of shares
* Barrow, Hanley, Mewhinney, and Strauss: 3.17% of shares
FINANCING
* Medtronic has secured USD 2.8bn and USD 13.5bn fully underwritten financing commitments from Bank of America to finance the cash portion and to pay off the expenses related to the transaction.
POST-DEAL
* The combined entity will have a comprehensive product portfolio with 87,000 employees in more than 150 countries and revenues of USD 27bn, including USD 3.7bn from emerging markets.
* Medtronic and Covidien will be combined into a newly formed entity, to be called as Medtronic plc.
* Medtronic plc principal executive office will be located in Ireland and will be led by Mr. Ishrak and will continue to have its operational headquarters in Minneapolis, where Medtronic, Inc currently employs more than 8,000 people.
* Medtronic shareholders will own 70% and Covidien shareholders will own 30% of the newly formed entity.
* The new company’s shares will be traded on New York Stock Exchange.
* Medtronic will also commit approximately USD 10bn over 10 years in technology investments.
BACKGROUND
* Covidien had reported sales of USD 10.2bn in 2013 and more than 38000 employees in more than 70 countries.
* The board of directors of both Medtronic and Covidien has approved the transaction.
* Medtronic and Covidien have combined revenues of USD 13bn outside U.S.
* Covidien was formed as a result of spinoff from Tyco International in 2007 for a an equity consideration of USD 21,514.66m.
RATIONALE
* The transaction will enable Medtronic and Covidien to create a company having a comprehensive product portfolio and broad global reach to improve healthcare outcomes.
* The transaction will also enable Medtronic to serve more number of patients and address the demands of its current healthcare marketplace more efficiently.
* Medtronic will be able to provide broader array of complementary therapies and solutions.
* Medtronic will accelerate its core strategies of Therapy Innovation, Globalization and Economic Value. These synergies include the benefits of optimizing global back-office, manufacturing and distribution infrastructure, as well as the elimination of redundant public company costs which excludes any potential revenue synergies.
* The acquisition will be accretive to Medtronic’s cash earnings in FY 2016 and GAAP earnings by FY 2018.
CONDITIONS
* Medtronic shareholders approval
* Covidien shareholders approval
* High Court sanction
* Approval for listing on NYSE of the New Medtronic Shares
* Regulatory approvals:
* EC (Europe)
* HSR (USA)
* MOFCOM (China)
* IAA (Israel)
* KFTC (South Korea)
* Rekabet Kurumu (Turkey)
* JFTC (Japan)
* FAS (Russia)
* Competition Bureau (Canada)
UPDATE 28 November 2014: The European Commission has conditionally cleared Medtronic's proposed acquisition of Covidien.
The clearance decision is conditional on Medtronic's commitment to divest Covidien's drug coated balloon business.
UPDATE 4 December 2014 - MOFCOM (China) approved the deal. All regulatory approvals obtained.
UPDATE 6 January 2015: Both Covidien and Medtronic shareholders approved the proposals related to the deal.
UPDATE 26 January 2015: Irish High Court sanctioned the scheme.
UPDATE 27 January 2015: This transaction is now complete. Medtronic and Covidien are now combined under Medtronic plc and shares will begin trading on the NYSE today under the symbol "MDT".
SOURCE LINKS
Financial documents:
* Covidien, 3Q14 Interim Report [http://www.covidien.com/investor/phoenix.zhtml?c=207592&p=irol-newsArticle&ID=1985853]
* Covidien Plc 10-Q form filed with SEC on 01 May 2014 [http://www.sec.gov/Archives/edgar/data/1385187/000138518714000018/cov2014032814_10-q.htm]
* Covidien Plc, Annual report 2013 [http://phx.corporate-ir.net/External.File?item=UGFyZW50SUQ9NTMwNjg5fENoaWxkSUQ9MjE4MDM2fFR5cGU9MQ==&t=1]
Offer documents:
Covidien Plc press release, 15 June 2014 [http://phx.corporate-ir.net/External.File?item=UGFyZW50SUQ9MjM5Mjg5fENoaWxkSUQ9LTF8VHlwZT0z&t=1]
Medtronic, Inc.press release, 15 June 2014 [http://phx.corporate-ir.net/phoenix.zhtml?c=251324&p=irol-newsArticle&ID=1939883&highlight=]
Medtronic Covidien Rule 2.5 filing, 15 June 2014 [http://www.globalmedtechleader.com/media/37866/Rule-2-5-Annoucement.pdf]
Medtronic, Senior unsecured bridge credit agreement, 15 June 2014 [http://www.sec.gov/Archives/edgar/data/64670/000119312514241059/d741575dex101.htm]
Covidien, Rule 2.10 announcement, 20 June 2014 [http://www.covidien.com/investor/phoenix.zhtml?c=207592&p=irol-newsArticle&ID=1940080&highlight=]
Medtronic, Preliminary Proxy Doc, 14 July 2014 [http://services.corporate-ir.net/SEC/Document.Service?id=P3VybD1hSFIwY0RvdkwyRndhUzUwWlc1cmQybDZZWEprTG1OdmJTOWtiM2R1Ykc5aFpDNXdhSEEvWVdOMGFXOXVQVkpVUmlacGNHRm5aVDA1TmprNE5qRTRKbk4xWW5OcFpEMDFOdz09JnR5cGU9MyZmbj1NZWR0cm9uaWNJbmMucnRm]
DEFM14, 21 November 2014 [http://services.corporate-ir.net/SEC.Enhanced/SecCapsule.aspx?c=207592&fid=9771896]
Medtronic, Inc. press release, 28 November 2014 [http://newsroom.medtronic.com/phoenix.zhtml?c=251324&p=irol-newsArticle&ID=1993443]
Medtronic approval, 6 January 2015 [http://newsroom.medtronic.com/phoenix.zhtml?c=251324&p=irol-newsArticle&ID=2003657]
Covidien approval, 6 January 2015 [http://www.covidien.com/investor/phoenix.zhtml?c=207592&p=irol-newsArticle&ID=2003498]
High Court sanction, 26 January 2015 [http://www.covidien.com/news/phoenix.zhtml?c=216712&p=irol-newsArticle&ID=2010286&highlight=]
Medtronic Inc. 8-K form filed with SEC, 27 January 2014 [http://www.sec.gov/Archives/edgar/data/64670/000119312515020707/d858380d8k.htm]
ChemChina, the China based state controlled company, has made an offer to acquire Syngenta AG [VTX:SYNN], the Swiss based and listed biotech company.
STRUCTURE
* The offer would be structured as a cash transaction for 100% of ordinary shares.
* The offer will be carried out with a Swiss and US tender offer.
* The offer would be carried out under Swiss takeover regulation.
* The offer will be launched by CNAC Saturn (NL) B.V. a wholly owned subsidiary of ChemChina organised under the laws of the Netherlands.
* The offer is recommended by Syngenta BoD.
DEAL TERMS
The offer price is CHF 475 (ex-div) cash per SYNN share.
Special dividend of CHF 5 per share to be paid prior to closing of the transaction, and proposed ordinary dividend of CHF 11 per share to be received in May 2016.
* The offer price represents a 21.08% premium to SYNN closing share price (CHF 392.30) as of 02 February 2016, one day prior to pre-announcement date.
* The offer price represents a 23.28% premium to SYNN closing share price (CHF 385.30) as of 04 January 2016, one month prior to announcement date.
The offer price values the entire equity of SYNN at CHF 44.15bn, based on 92.95m outstanding shares.
MAJOR SHAREHOLDERS
SYNN major shareholders as of 03-Feb-16:
* The Capital Group: 2.97% of share capital
* BNY Mellon: 2.9% of share capital
BACKGROUND
* On 1 May, Monsanto Company started exploring a takeover of Syngenta AG.
* The indicative offer is of CHF 449 per SYNN share. This is made up of approximately 45% in cash. The Board of Syngenta unanimously rejected Monsanto's proposal.
* Syngenta reiterates rejection, citing inadequate price and regulatory undertakings, after second letter from Monsanto.
* On 19 August 2015, Syngenta announces intention to divest Flowers seeds business from Lawn and Gardens unit.
* On 26 August 2015, Monsanto announced is no longer pursuing current proposal for Syngenta combination. Monsanto announced its revised proposal made on 18 August was refused by Syngenta. The revised proposal consisted of a CHF 470 offer (52% cash - 48% share) representing a premium of 41% over Syngenta's share price 1 day prior the pre-announcement and 30% ownership by Syngenta in the combined entity.
RATIONALE
* The deal will allow Syngenta to focus on growth globally, and specifically in China.
TERMINATION
* Break fee of USD 1.5bn payable by Syngenta to ChemChina if BoD withdraws support for the offer/
* Break fee of USD 3bn payable by ChemChine to Syngenta if offer doesn’t become unconditional or is terminated as a result of failure to obtain regulatory approvals.
POST-DEAL
* The company will continue to be headquartered in Switzerland and run by existing management.
* Bidder intends to carry out squeeze-out should acceptances reach 90%
* Bidder states intention for future IPO of the business, implying a delisting after squeeze-out.
CONDITIONS
* Regulatory approvals
* ACCC (Australia)
* CFIUS (USA)
* EC (Europe)
* HSR (USA)
* CADE (Brazil)
* MOFCOM (China)
* CCI (India)
* Minimum 67% shareholder acceptances
UPDATE
* 17-May-16: The offer has been extended to 18 July 2016.
* 11-Jul-16: The offer has been extended to 13 September 2016.
* 6-Sep-16: The offer has been extended to 08 November 2016.
* 1-Nov-16: The offer has been extended to 05 January 2017.
* 20-Dec-16: The offer has been further extended to 2 March 2017
* 23-Feb-16: The offer has been further extended to 28 April 2017; notes approximately 19,557,444 shares had been tendered (approximately 21%)
* 5-Apr-17: FTC approved the deal conditionally. Syngenta AG have agreed to divest three types of pesticides, in order to settle Federal Trade Commission charges that their proposed merger would harm competition in several U.S. markets. Also the EC announced the clerance of the deal subject to divestments.
* 25-Apr-17: All regulatory conditions obtained
* 5-May-17: At the end of the offer period ChemChina owns 80.7% of Syngenta (minimum acceptance condition satisfied).
* 10-May-17: Definitive offer results at the end of the offer period: ChemChina owns 82.2% of Syngenta. Post offer period will close on 24 May.
* 31-May-17: At the end of the post offer period, ChemChina owns 94.7% of Syngenta. ChemChina re-affirmed its intention to request the cancellation of the remaining publicly held Syngenta shares. To that end, it intends to acquire further shares through market purchases or in off-market transactions. If the level of participation remains below 98%, ChemChina re-affirmed its intention to proceed to a squeeze-out merger.
SOURCE LINKS
Offer relates docs
* Offer announcement, 3 February 2016 [http://www0.syngenta.com/fyr-2015/press-release-160203-en.html]
* China National Chemical Corporation press release, 03 February 2016 [http://www.chemchina.com.cn/en/xwymt/jtxw/webinfo/2016/02/1454458662420211.htm]
* Draft offer document, 8 March 2016 [http://www.chemchina.com/en/lib/templet/files/20160308offer_prospectus_en.pdf]
* Target board response, 8 March 2016 [http://www.syngenta.com/global/corporate/SiteCollectionDocuments/pdf/media-releases/en/board-report-english.pdf]
* Fairness opinion, 8 March 2016 [http://www.syngenta.com/global/corporate/SiteCollectionDocuments/pdf/media-releases/en/fairness-opinion-english.pdf]
* Interim results, 5 May 2017 [http://www4.syngenta.com/media/media-releases/yr-2017/05-05-2017]
* Final interim results, 10 May 2017 [http://www.businesswire.com/news/home/20170509006881/en/]
* Final post offer results, 31 May 2017 [http://www4.syngenta.com/media/media-releases/yr-2017/31-05-2017]
SYNN Financial docs
* FY16 Annual report, 15 Marcg 2016 [http://www4.syngenta.com/~/media/Files/S/Syngenta/ar-2016/syngenta-financial-report-2016.pdf]
* FY15 Annual results presentation, 3 February 2016 [http://www0.syngenta.com/fyr-2015/20160203-analyst-presentation-full-year-results-2015.pdf]
* FY15 Annual results press release, 03 February 2016 [http://www.syngenta.com/global/corporate/SiteCollectionDocuments/pdf/media-releases/en/20160203-en-full-year-results-2015.pdf]
Linde [ETR:LIN], Germany based and listed gas and engineering firm has confirmed it is in preliminary talks with Praxair [NYSE:PX], US based and listed industrial gas supplier, regarding a potential merger.
STRUCTURE
* The transaction will be structured, for Linde shareholders, as a voluntary exchange offer under German law for shares in the new holding company; and for Praxair shareholders, it will be structured as a merger under Delaware law.
* Linde shareholders will be offered 1.54 shares in the new holding company for each Linde share, and Praxair shareholders will receive one share in the new holding company for each Praxair share.
* The offer to Linde shareholders will be implemented by Zamalight PLC (to be renamed Linde PLC) an Ireland incorporated company .
* Immediately following the completion of the Exchange Offer, Zamalight Subco, Inc., an indirect wholly-owned Delaware subsidiary of Linde plc, will merge with and into Praxair, with Praxair surviving the Merger as a wholly-owned indirect subsidiary of Linde PLC.
* Upon completion of the Exchange Offer and the Merger, Linde PLC will become the holding company for the combined Linde and Praxair groups.
DEAL TERMS
The all-share offer is based on 1.54 Praxair share for 1 Linde share. This is equivalent to EUR 181.87 based on Praxair closing share price as of 31 May 2017 of USD 132.29 and USD/EUR of 0.8927.
* The offer price represents a premium of 7% over Linde share price on 31 May 2017, one day before announcement.
* The offer price represents a premium of 9.9% over Linde share price on 2 May 2017, one month before announcement.
* The offer price represents a premium of 21.4% over Linde share price one day before pre-announcement date on 29-Nov-16.
The offer values Linde's equity at EUR 33.8bn based on 185.64m shares outstanding.
MAJOR SHAREHOLDERS
Linde has a free float of 100%. Below major shareholders as of announcement date:
* Norges Bank Investment Management: 5.14% of share capital
* Massachusetts Financial Services Co.: 4.98% of share capital
* Dodge & Cox: 3.01% of share capital
Praxair major shareholders:
* The Vanguard Group, Inc.; 7.11% of share capital
* Soroban Capital Partners LP: 6.17% of share capital
* Capital Research & Management Co. (World Investors): 5.82% of share capital
* SSgA Funds Management, Inc.: 4.84% of share capital
TERMINATION
* The binding agreement will terminate two years from the date of announcement. The agreement may be terminated by either party in case of material adverse change (as defined under Conditions below).
* Either party may terminate the agreement in case of a Adverse tax event occurred, an event that will change the Intended tax treatment - that is New Holdco will not be treated as a domestic corporation for U.S. Federal income Tax purposes.
* The termination fee payable by either party amounts to EUR 250m.
BACKGROUND
* 31-May-17, the two companies signed a business combination agreement.
* 24-May-17, Linde AG confirms agreement in principle with Praxair on a Business Combination Agreement governing a Merger of Equals between the two companies subject to board approvals of both parties.
* 20-Dec -16, the companies disclosed the merger terms of a non binding agreement: 1.54 new shares for 1 Linde share. Execution of a definitive Business Combination Agreement remains subject to confirmatory due diligence, further negotiations and Board approvals of both Linde and Praxair.
* 29-Nov-16, Linde confirmed it had received a revised proposal from Praxair concerning a potential merger of equals.
POST DEAL
* Linde and Praxair shareholders will each own approximately 50% of the combined company assuming a 100% share exchange in the exchange offer.
* The combined company will be listed on both the New York Stock Exchange (NYSE) and the Frankfurt Stock Exchange (Prime Standard segment).
* The new company will be governed by a 12-member board of directors with equal representation from Linde and Praxair.
* The new holding company will be incorporated in Ireland while its principal governance activities, including board meetings, will primarily be based in the United Kingdom. The group CEO will be based in Danbury, Connecticut, USA and group corporate functions will be appropriately split between Danbury, Connecticut and Munich, Germany.
RATIONALE
* The merged company is expected to create significant value through the realization of approximately USD 1.2 billion (EUR 1.1 billion) in annual synergies and cost reduction programs that are expected to be achieved over three years following closing.
CONDITIONS
* LIN minimum acceptance of 75%
* PX EGM approval (a simple majority of the outstanding Praxair shares)
* Competition approvals. The deal needs 24 approvals in total. Amongst the most relevant: EC (Europe), HSR (USA), MOFCOM (China)
* Regulatory approval: CFIUS (USA)
* No Material adverse effect on Linde or Praxair - any event with negative effect on annual EBITDA.
* No adverse tax event
UPDATE
* 23-Oct-17: Linde PLC lowers minimum acceptance ratio for the offer (exchange offer) to the shareholders of Linde AG from 75% to 60%.
* 10-Nov-17: Reached acceptance of 75.7% of the share capital and voting rights of Linde AG.
* 29-Nov-17: At the end of post offer period 92% of Linde shares were tendered in the offer.
* 6-Feb-18: Parties will not submit final commitments to the EC in phase I, hence EC might initiate an in-depth investigation (phase II).
* 25-Apr-18: Linde and Praxair agreed to implement, in the event of a successful completion of the business combination, a merger of Linde AG (as transferring entity) into Linde Intermediate Holding AG (as surviving entity). In this context, a squeeze out of the remaining minority shareholders of Linde AG against adequate cash compensation would be consummated.
* 4-Jun-18: Linde and Praxair have received a statement of objections from the EC in regard to their merger.
* 4-Aug-18: Linde and Praxair announced that based on ongoing discussions with the FTC and other antitrust authorities there is a higher probability that the threshold for divestiture commitments, agreed upon under the business combination agreement, will be exceeded.
* 20-Aug-18: The deal has received approval from the EC with significant remedies.
* 30-Sep-18: The Chinese SAMR has approved the transaction.
* 15-Oct-18: The squeeze-out price for the remaining stake in Linde has been set at EUR 188.24 per share.
* 31-Oct-18: The deal has completed.
SOURCE LINKS
Merger related docs
* Praxair on possible merger, 29 November 2016 [http://www.praxair.com/news/2016/praxair-inc-confirms-company-has-approached-linde-ag-about-resuming-discussions-regarding-a-potential-merger]
* Non binding agreement on merger terms, 20 December 2016 [http://www.praxair.com/news/2016/linde-and-praxair-announce-intention-to-merge]
* Update on the potential merger, 19 January 2017 [http://phx.corporate-ir.net/phoenix.zhtml?c=64449&p=irol-SECText&TEXT=aHR0cDovL2FwaS50ZW5rd2l6YXJkLmNvbS9maWxpbmcueG1sP2lwYWdlPTExMzI4OTM1JkRTRVE9MCZTRVE9MCZTUURFU0M9U0VDVElPTl9FTlRJUkUmc3Vic2lkPTU3]
* Agreement in principle, 24 May 2017 [http://www.dgap.de/dgap/News/adhoc/linde-linde-confirms-agreement-principle-with-praxair-inc-business-combination-agreement-governing-merger-equals-between-the-two-companies-subject-board-approvals-both-parties/?companyID=134&newsID=1007463]
* Signing of business combination agreement, 1 June 2017 [http://www.praxair.com/news/2017/linde-and-praxair-sign-business-combination-agreement-to-become-a-leading-industrial-gas-company]
* Business combination agreement, 1 June 2017 [http://phx.corporate-ir.net/phoenix.zhtml?c=64449&p=irol-SECText&TEXT=aHR0cDovL2FwaS50ZW5rd2l6YXJkLmNvbS9maWxpbmcueG1sP2lwYWdlPTExNjMyNTk5JkRTRVE9MCZTRVE9MCZTUURFU0M9U0VDVElPTl9FTlRJUkUmc3Vic2lkPTU3]
* Investor presentation, 2 June 2017 [http://lindepraxairmerger.com/lindepraxair/pdf/Webcast_presentation.pdf]
* Offer document, 15 August 2017 [http://lindepraxairmerger.com/lindepraxair/pdf/US_Exchange_Offer_Prospectus-Clean_Bannerless.pdf]
* Update on divestitures, 04 August 2018 [http://www.dgap.de/dgap/News/adhoc/linde-business-combination-with-praxair-inc-increased-requirements-for-the-merger-clearances-are-likely-exceed-threshold-for-merger-clearances-previously-agreed-between-linde-and-praxair/?companyID=134&newsID=1088255]
* Completion, 31 October 2018 [http://lindepraxairmerger.com/download/companies/Linde/lindepraxairmedia/311018_Linde_plc_PR_Business_Combination_Successfully_Completed_E.PDF]
LIN financial docs
* 1Q17 Interim report [http://www.the-linde-group.com/internet.global.thelindegroup.global/en/images/Linde_Q1_2017_en_online14_408990.pdf?v=3.0]
* FY16 Annual report [http://www.the-linde-group.com/internet.global.thelindegroup.global/en/images/12989_Linde-FB-2016-EN-online_2017-03-0814_401906.pdf?v=9.0]
* 3Q16 Interim report [http://www.the-linde-group.com/internet.global.thelindegroup.global/en/images/Linde_9M_en_online_2016-10-27_v214_381333.pdf?v=4.0]
Valeant Pharmaceuticals International, Inc has launched an tender offer to acquire the remianing 90.3% of Allergan, Inc.
Valeant Pharmaceuticals International, Inc, the Canada-based company headquartered in Montreal, is a pharmaceutical company.
Allergan, Inc, the US-based company headquartered in Irvine, California, is a multi-specialty health care company.
Terms:
* Valeant has launched a tender offer to acquire a 90.29% stake in Allergan for a consideration of USD 45.85bn, in a combination of cash and equity.
* 268,677,981 Allergan share valued at an offer price of USD 170.66 per share.
* Offer price is a combination of USD 72.00 in cash and a share exchange of 0.83 Valeant common shares: 1 Allergan share, with a closing share price of USD 118.87.
* 297,556,619 Allergan, Inc shares outstanding.
* The transaction has an implied equity value of USD 50.78bn.
* The offer price of USD 170.66 per share represents a premium of 6.3% based on Allergan's closing share price of USD 160.53 per share on 17 June 2014, one day prior to the announcement date and represents a premium of 6.7% based on Allergan's closing share price of USD 160 per share on 16 May 2014, one month prior to the announcement date.
Financing: Barclays and RBC Capital Markets will guarantee a total of USD 15.5bn
Rationale:
* The transaction is in line with Valeant's strategy to expand its position in sectors like ophthalmology, dermatology, aesthetics, dental and in the emerging markets.
Post Deal Details:
* Allergan's shareholders will have a 43% stake in the newly formed company.
* Valeant will launch a second-step merger upon completion of the exchange offer to acquire any remaining Allergan shares.
Conditions:
* HSR
* Regulatory approvals
* Customary closing conditions
* Valeant shareholder approval
Background:
* The offer will expire on 15 August 2014.
* Prior to the transaction, Valeant owned 28,878,638 shares in Allergan, representing a 9.705% stake.
* Valeant is expected to reach more than USD 2.7bn in annual operational cost synergies, with 80% of this value being achieved during the first 6 months and the remaining 20% in the following 12 months.
* Valeant expect to reach a USD 0.20 annual dividend per share.
* Valeant expects to spend more than USD 300m per year on research and development
* Valeant will finance Allergan late stage development programs such as dry eye, diabetic macular edema, glaucoma, migraine, eye whitening, psoriasis, and other dermatology areas.
* Allergan's earlier stage programs that are considered unproductive over the past 16 years, will be sold or closed
* In 2014, Valeant expects to launch 19 new products in the US and 300 in markets around the world.
UPDATE 23 June 2014: Allergan's Board of Directors finds that Valeant's offer undervalues the company and the transaction has been unanimously rejected by Allergan's Board of Directors.
The Board recommends Allergan shareholders to not tender their shares.
UPDATE 27 June 2014: Pershing Square Capital Management, L.P., (vendor with 9.7% stake) has entered into a settlement with Allergan, Inc., resolving to Pershing Square’s satisfaction relating to the poison pill litigation before the Delaware Court of Chancery.
UPDATE 17 November 2014: Following Actavis contested offer to acquire Allergan for USD 219 per share, Valeant Pharmaceuticals decided to withdraw its offer to acquire Allergan.
Source link:
Allergan, Inc SC TO-T form filed with SEC on 18 June 2014 [http://www.sec.gov/Archives/edgar/data/850693/000119312514240378/d745611dsctot.htm]
* Press release [http://www.sec.gov/Archives/edgar/data/850693/000119312514240378/d745611dex99a5a.htm]
Valeant Pharmaceuticals International, Inc press release, 22 April 2014 [http://ir.valeant.com/investor-relations/news-releases/news-release-details/2014/Valeant-Proposes-to-Combine-With-Allergan-for-4830-in-Cash-and-083-Shares-of-Valeant-Stock-for-Each-Allergan-Share/default.aspx]
Allergan, Inc press release, 22 April 2014 [http://agn.client.shareholder.com/releasedetail.cfm?ReleaseID=841672]
Allergan, Inc press release, 23 June 2014 [http://agn.client.shareholder.com/releasedetail.cfm?ReleaseID=855953]
Plan of Merger: Merrill Lynch & Co., Inc. (MER), a Delaware corporation, has agreed to be acquired by Bank of America Corporation (BAC), a Delaware corporation.
The boards of directors of both companies have approved the merger.
Merrill Lynch, a US based company headquartered in New York, NY, together with its subsidiaries, provide investment, financing, insurance, and related services to individuals and institutions on a global basis through its broker, dealer, banking, and other financial services subsidiaries.
The Company’s operations are organized into two business segments: Global Markets and Investment Banking, and Global Wealth Management.
Bank of America Corporation, a US based company headquartered in Charlotte, NC, provides a diversified range of banking and non-banking financial services and products through three business segments: Global Consumer and Small Business Banking, Global Corporate and Investment Banking, and Global Wealth and Investment Management. The Company operates in 32 states, the District of Columbia and 30 foreign countries.
Rationale: The combined company would have leadership positions in retail brokerage and wealth management.
After the acquisition, Bank of America would be the number one underwriter of global high yield debt, the third largest underwriter of global equity and the ninth largest adviser on global mergers and acquisitions based on pro forma first half of 2008 results.
Bank of America expects to achieve $7 billion in pre-tax expense savings, fully realized by 2012.
Terms: 0.8595 BAC shares will be exchanged for each MER share
* This represents a value of approx. USD 29 for each MER share
* The offer provides a premium of 70% based on MER’s closing share price on 12-Sept-08 of USD 17.05.
* The implied equity value of the transaction is approx. USD 44.34bn.
* If a superior offer were to emerge for MER, the company would be required to give BAC at least 3 business days to make adjustments to its current offer before MER’s board of directors could effect a change of recommendation of the deal.
Conditions:
* HSR (USA)
* FINRA (USA)
* OTS (USA)
* CFTC (USA)
* FERC (USA)
* Federal Reserve (USA)
* FDIC (USA)
* Utah Department of Financial Institutions
* New York State Banking Division
* FSA (UK)
* MER EGM
Post Deal Details: Under the agreement, three directors of Merrill Lynch will join the Bank of America Board of Directors.
Expected Close: The transaction is expected to close in the 1st quarter of 2009.
Termination Fee: In the event that the transaction is terminated, two companies have entered into a stock option agreement in which BAC has the right to purchase 304,421,097 fully paid and nonassessable shares of MER's common stock at a price of USD 17.05 per share provided that the amount does not exceed 19.9% of the total MER shares outstanding.
Termination Date: The termination date for the transaction is 15-Sep-09.
Material Adverse Effect:
Includes:
A material adverse effect on:
a. The financial condition, results of operations or business of such party and its Subsidiaries taken as a whole
b. The ability of such party to timely consummate the transactions contemplated by this Agreement
Excludes:
A “Material Adverse Effect” shall not be deemed to include effects to the extent resulting from:
a. Changes, after the date hereof, in GAAP or regulatory accounting requirements applicable generally to companies in the industries in which such party and its Subsidiaries operate
b. Changes, after the date hereof, in laws, rules, regulations or the interpretation of laws, rules or regulations by Governmental Authorities of general applicability to companies in the industries in which such party and its Subsidiaries operate
c. Actions or omissions taken with the prior written consent of the other party or expressly required by this Agreement
d. Changes in global, national or regional political conditions (including acts of terrorism or war) or general business, economic or market conditions, including changes generally in prevailing interest rates, currency exchange rates, credit markets and price levels or trading volumes in the United States or foreign securities markets, in each case generally affecting the industries in which such party or its Subsidiaries operate and including changes to any previously correctly applied asset marks resulting therefrom
e. The execution of this Agreement or the public disclosure of this Agreement or the transactions contemplated hereby, including acts of competitors or losses of employees to the extent resulting therefrom
f. Failure, in and of itself, to meet earnings projections, but not including any underlying causes thereof
g. Changes in the trading price of a party’s common stock, in and of itself, but not including any underlying causes, except, with respect to clauses (a), (b) and (d), to the extent that the effects of such change are disproportionately adverse to the financial condition, results of operations or business of such party and its Subsidiaries, taken as a whole, as compared to other companies in the industry in which such party and its Subsidiaries operate)
achievable
Background of the Merger: After discussions with Bank of America, Merrill Lynch engaged in exploratory discussions regarding a potential transaction with two other large financial institutions; one company wanted to pursue a business combination and the other wanted to pursue a minority investment and credit facility.
It was determined that these two alternative transactions were not readily achievable, so Merrill pursued the transaction with Bank of America.
Lionheart Acquisition Corporation II, the listed US-based special purpose acquisition company (SPAC) has agreed to acquire MSP Recovery, the US-based platform focused on recovering medical secondary payments, for a consideration of USD 44.33bn.
The consideration includes Lionheart shares valued at USD 32.5bn and warrants valued at USD 11.83bn.
Lionheart will trade under the ticker code MSPR, LCAP W, and MSPR W and will change its name to MSP Recovery.
The deal is expected to close in the fourth quarter of 2021 and is subject to approval by Lionheart’s stockholders and customary closing conditions.
Source Links:
Lionheart Acquisition Corporation II 8-K form filed with SEC on 12 July 2021 [https://www.sec.gov/Archives/edgar/data/1802450/000110465921090968/tm2121967d1_8k.htm]
* Press release (Exhibit 99.1) [https://www.sec.gov/Archives/edgar/data/1802450/000110465921090968/tm2121967d1_ex99-1.htm]
* Investor presentation (Exhibit 99.2) [https://www.sec.gov/Archives/edgar/data/1802450/000110465921090968/tm2121967d1_ex99-2.htm]
Lionheart Acquisition Corporation II press release., 12 July 2021 [https://www.lionheartacquisitioncorp.com/press-releases/detail/45/lionheart-acquisition-corp-ii-announces-business]
DLA Piper press release, 13 July 2021 [https://www.dlapiper.com/en/global/news/2021/07/dla-piper-advises-lionheart-acquisition-corp-ii-in-spac-deal-with-msp-recovery/]
Tender Offer: Genentech, Inc. (DNA), a Delaware corporation, has signed a definitive agreement to be acquired by Roche Holding Ltd. (SWX: ROG; RO), a Switzerland corporation. The boards of directors of both companies have approved the merger.
Roche acquired a majority stake in Genentech in 1990 and currently owns 55.8% of all outstanding shares.
Genentech, a US based company headquartered in South San Francisco, CA, is a biotechnology company that discovers, develops, manufactures and commercializes pharmaceutical products to treat patients with unmet medical needs.
Roche Holding, a Switzerland based company headquartered in Basle, is a pharmaceuticals and a diagnostics company.
Rationale & Synergies: The combination will create the seventh largest US pharmaceuticals company in terms of market share and is expected to be accretive to Roche's earnings per share in the first year after closing.
The combined company will generate substantial free cash flow that will enable it to rapidly reduce acquisition-related debt, invest in further product launches and retain strategic flexibility.
By reducing complexity and eliminating duplicative functions, Roche expects the combination to generate annual pre-tax cost synergies of approximately USD 750 to 850m.
Terms: USD 86.50 per DNA share
* The offer provides a premium of 2.9% based on DNA's closing share price on 29-Jan-09 of USD 84.09.
* The offer provides a premium of 5.7% based on DNA's closing share price of USD 81.82 on 18-Jul-08, one trade day prior to Roche's initial offer.
* The implied equity value of the transaction is approx. USD 91.1bn.Conditions:
* Roche obtaining sufficient funds for the acquisition
* Majority tender of outstanding shares required
* If Genentech determines in good faith that it would be inconsistent with its fiduciary duties to continue to recommend that shareholders tender their shares, the company would be required to give Roche at least 48 hours to make adjustments to its current offer before Genentech's board of directors could effect a change of recommendation of the deal.
Financing:
* Roche estimates that it will need approx. USD 46.8bn to purchase all outstanding DNA shares not already owned by Roche, which will be provided by debt offerings, commercial paper issuances, and Roche's cash balance.
Termination Date: The termination date for the transaction is 1-Apr-09.
Specific Performance: The parties hereto agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with the specific terms hereof and that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the performance of the terms and provisions hereof in any court specified in Section 11.08, in addition to any other remedy to which they are entitled at law or in equity.
Background of the Merger: On 21-Jul-08, Roche submitted an unsolicited proposal to acquire the remaining publicly held interest in Genentech for USD 89.00 per share.
After reviewing the offer, Genentech's special committee rejected the proposal in August 2008 because it undervalued the company and adopted retention and severance plans worth approx. USD 371m in cash.
After failing to reach an agreement, Roche announced on 30-Jan-09 that it would launch a tender offer at USD 86.50 per share, which subsequently commenced on 9-Feb-09.
UPDATE: 6-Mar-09: Roche raised its offer to USD 93.00 per share after Genentech stated that the preceding offer was inadequate.
UPDATE: 12-Mar-09: The increased offer prompted Genentech to initiate discussions with Roche, ultimately resulting in an improved offer of USD 95.00 and the signing of a merger agreement.
UPDATE: 24-Mar-09: Roche's tender offer has received the support of RiskMetrics Group, which recommends that Genentech shareholders tender their shares to Roche.
UPDATE: 26-Mar-09: Roche completed its tender offer and now holds approx. 93.2% of Genentech's outstanding shares. Roche will execute a short-form merger in order to complete the acquisition.
Plan of Merger: TXU Corp, a Texas corporation, has signed a definitive agreement to be acquired by a consortium consisting of Kohlberg Kravis Roberts & Co, Texas Pacific Group, Goldman Sachs & Co, GS Capital Partners, Lehman Brothers, Citigroup and Morgan Stanley.
The board of directors of TXU has approved the merger.
TXU Corp, a US based company headquartered in Dallas, TX, manages a portfolio of competitive and regulated energy businesses primarily in Texas.
Terms: USD 69.25 per share of TXU Corp
* The offer provides a premium of 15.38% based on TXU’s closing share price on 23-Feb-07 of USD 60.02.
* The implied equity value of the transaction is approx. USD 31.8bn.
* If a superior offer were to emerge for TXU Corp, the company would be required to give the consortium at least 5 business days to make adjustments to its current offer before TXU’s board of directors could effect a change of recommendation of the deal.
Conditions:
* HSR (USA)
* FERC (USA)
* FCC (USA)
* NRC (USA)
* TXU shareholder approval (66.7% affirmative vote required to approve)
Shopping Period: TXU Corp is allowed to solicit proposals from third parties through 16 April 2007.
Expected Close: The transaction is expected to close in the second half of 2007.
Termination Date: The termination date for the transaction is 15-Mar-08, but it can be extended to 15-Jun-08 or 10-Jul-08 under certain circumstances.
Termination Fee: USD 375m in connection with an alternative transaction, or 1.18% based on the implied equity value of the deal.
The per-share increase required to cover this fee in a superior offer would be USD 0.82. Under any other circumstances, the Company would owe the Parent USD 1bn in termination fees.
If the Parent were to terminate the agreement, it would also owe USD 1bn in a reverse termination fee.
Material Adverse Effect:
Includes:
a. A material adverse change or effect on the financial condition, business, assets, or results of operations of the Company and its Subsidiaries taken as a whole
Excludes:
a. Changes in general economic or political conditions or the securities, credit or financial markets in general in the United States or in the State of Texas or changes that are the result of acts of war or terrorism (other than such acts that cause any damage or destruction to or render physically unusable any facility or property of the Company or any of its Subsidiaries)
b. Any adoption, implementation, promulgation, repeal, modification, reinterpretation or proposal of any rule, regulation, ordinance, order, protocol or any other Law of or by any national, regional, state or local Governmental Entity (including, for the avoidance of doubt, ERCOT)
c. Changes or developments in national, regional or state wholesale or retail markets for fuel, including, without limitation, changes in natural gas or other commodity prices or in the hedging markets therefor, or related products
d. Changes or developments in national, regional or state wholesale or retail electric power prices
e. System-wide changes or developments in national, regional or state electric transmission or distribution systems, other than changes or developments involving physical damage or destruction to or rendering physically unusable facilities or properties
f. Changes that are the result of factors generally affecting any business in which the Company and its Subsidiaries operate, other than changes or developments involving physical damage or destruction to or rendering physically unusable facilities or properties
g. Any loss or threatened loss of, or adverse change or threatened adverse change in, the relationship of the Company or any of its Subsidiaries with its customers, employees, regulators, financing sources or suppliers to the extent caused by the pendency or the announcement of the transactions contemplated by this Agreement
h. Changes or effects to the extent relating to the entry into, pendency of actions contemplated by, or the performance of obligations required by this Agreement or consented to by Parent, including any change in the Company’s credit ratings to the extent relating thereto and any actions taken by the Company and its Subsidiaries that is not in violation of this Agreement to obtain approval from any Governmental Entity for consummation of the Merger
i. Changes in any Law or GAAP or interpretation thereof after the date hereof
j. Any failure by the Company to meet any internal or public projections or forecasts or estimates of revenues or earnings for any period ending on or after the date of this Agreement, provided that the exception in this clause shall not prevent or otherwise affect a determination that any change, effect, circumstance or development underlying such failure has resulted in, or contributed to, a Company Material Adverse Effect
k. Changes or developments arising out of or related to any proceeding or action by or before a Governmental Entity to the extent affecting the plans of the Company and its Subsidiaries for the development of new generation capacity in the State of Texas, including any litigation with respect thereto
l. A decline in the price or trading volume of the Company common stock on the New York Stock Exchange (the "NYSE") or the Chicago Stock Exchange, provided that the exception in this clause shall not prevent or otherwise affect a determination that any change, effect, circumstance or development underlying such decline has resulted in, or contributed to, a Company Material Adverse Effect provided, further, that matters, changes or developments set forth in clauses (a) through (f) above (other than action of the Public Utility Commission of Texas) may be taken into account in determining whether there has been or is a Company Material Adverse Effect to the extent such matters, changes or developments have a disproportionate adverse affect on the Company as compared to other entities engaged in the relevant business in Texas or other relevant geographic area and are not otherwise excluded by clauses (g) through (l) from what may be taken into account in such determination, and in no event shall any of the foregoing clauses (a) through (l) operate to exclude from the determination of whether there has been or is a Company Material Adverse Effect any Material Baseload Divestiture Requirement
Background of the Merger: There were no other bidders involved in the premerger process. In addition, the shopping period instituted after the announcement did not yield any rival bidders.
Marketing Period: The “Marketing Period” is the first period of 20 consecutive days following the date of the Merger Agreement during which Parent has received certain financial information from TXU Corp. and the mutual closing conditions have been satisfied and nothing has occurred and no condition exists that would prevent any of the conditions to the obligations of Parent and Merger Sub from being satisfied if the closing were to occur at any time during such 20-day period.
However, if the Marketing Period has not ended on or before August 16, 2007, the Marketing Period will commence no earlier than September 3, 2007; and if the Marketing Period has not ended on or before December 20, 2007, the Marketing Period will commence no earlier than January 2, 2008.
In addition, if before the completion of the Marketing Period, Deloitte & Touche LLP withdraws its audit opinion with respect to any financial statements contained in our filings with the SEC since December 31, 2003, the Marketing Period will not be deemed to have commenced.
BP has agreed to merge with Amoco on the basis of an agreed equity split giving BP 60% and Amoco 40%.
BP will offer 3.97 of its ordinary shares in return for one of Amoco's shares, which values one Amoco share at USD 50.2 based on the closing price on Aug 10.
The market capitalisation of the new group is expected to be USD 110bn.
The combined enterprise, which is intended to have the size and scale to access the biggest projects for future growth, will be called BP Amoco and will be headquartered in the UK.
Initial synergies of USD 2bn are expected in the first year.
Tender Offer: Rio Tinto, a dual UK and Australian listed mining corporation, has announced that it will be making a recommended offer to acquire all of the outstanding common shares of Alcan Inc, a Canadian corporation.
Alcan, headquartered in Montreal, QC, is the parent company of an international group involved in aspects of the aluminum, engineered products and packaging industries.
Terms:
* USD 101 per share of Alcan in cash.
* The offer provides a premium of 12.7% based on Alcan’s closing share price on 11-Jul-07 of USD 89.60.
* The offer provides a premium of 37.9% to Alcoa’s original USD 73.25 offer dated 07-May-07.
* The implied equity value of the transaction is approx. USD 37bn.
Conditions:
* 66 2/3% of Alcan’s common shares must be tendered
* HSR
* Competition Act of Canada
* Investment Canada Act
* European Commission
* Australian Competition and Consumer Commission
* Foreign Investment Review Board (Australia)
* Rio Tinto EGM
Financing: The acquisition of Alcan will be financed by Rio Tinto through newly committed bank facilities underwritten by The Royal Bank of Scotland, Deutsche Bank, Credit Suisse, and Societe Generale.
Break up fee: The support agreement between Rio Tinto and Alcan provides for a break fee of US$1,049 million payable by Alcan to Rio Tinto in certain circumstances, and of a break fee payable by Rio Tinto to Alcan in certain circumstances equal to the lesser of US$1,049 million and one per cent of the market capitalisation of Rio Tinto on the date such payment becomes due.
Post Transaction:
* The combined aluminium product group, to be named Rio Tinto Alcan with proforma EBIDTA at approx USD16.5 bn; Assets - USD44.1bn
* Rio Tinto will add three new members to its board: two non-executive members of the Alcan board and Dick Evans as chief executive of the aluminium product group. The size of the board will therefore increase on closing from 13 to 16.
* Rio Tinto intends to pursue the basis for a secondary listing of Rio Tinto plc shares on the Toronto Stock Exchange.
Expected Close: The transaction is targeted to complete by the end of 2007.
Background of the Merger:
* Alcoa sent a proposal for a plan or arrangement to Alcan in mid 2005 in which Alcan shareholders would receive 1.40 Alcoa shares for each of their share.
Alcan rejected the offer.
Alcoa then made a revised proposal later in which Alcan shareholders would receive USD 22.00 and 0.9418 Alcoa shares for each Alcan share.
Again, Alcan rejected the offer.
After Mr. Richard B. Evans succeeded as the new CEO for Alcan, Alcoa resumed the merger discussion between the parties.
Alcan then terminated the discussion because it was dissatisfied with Alcoa's proposed confidentiality/standstill agreement.
After a few more attempts by Alcoa and continuous rejection by Alcan, the Alcoa board of directors approved the offer consideration to acquire Alcan.
* Alcoa Inc, a Pennsylvannia corporation, announced an offer to acquire Alcan on 07-May-07.
The offer breakdown consists of USD 58.60 in cash and 0.4108 shares of Alcoa common stock for each outstanding common share of Alcan.
The implied offer price is USD 73.25.
The implied equity value of the transaction is approx. USD 27bn.
S&P Global Inc. (“S&P”) [NYSE: SPGI], the US-based and listed financial intelligence company, agreed to acquire IHS Markit Ltd. (“IHS") [NYSE: INFO], the UK-based and US-listed company providing information, analytics, research and analysis on energy, chemicals, transportation, technology, media & telecom, economics, and country risk.
STRUCTURE
* The transaction will be structured as an all-stock transaction.
* The offer is for the 100% stake S&P doesn't own in IHS.
* S&P intends to acquire all IHS’ existing issued and to be issued ordinary shares in exchange for S&P shares.
* The transaction has been unanimously approved by the Boards of Directors of S&P and IHS.
DEAL TERMS
* As consideration, S&P will issue 0.2838 shares for each share of IHS.
* Based on closing share price of S&P of USD 341.57 per share on 27 November 2020, the offer price will be USD 96.94 per IHS share:
* The offer price represents a 4.7% premium over IHS’ closing share price of USD 92.58 as of 27 November 2020, one day prior to the announcement date.
* The offer price represents a 19.9% premium over IHS’ closing share price of USD 80.87 as of 30 October 2020, one month prior to the announcement date.
* The offer price values the entire equity of IHS at USD 38.43bn based on 396.48m fully diluted shares.
MAJOR SHAREHOLDERS
IHS shareholding structure:
* The Vanguard Group, Inc.: 9.71% stake.
* Canada Pension Plan Investment Board: 5.53% stake.
* Edgewood Management LLC: 5.15% stake.
POST-DEAL
* Upon completion, S&P shareholders will own approximately 67.75% of the combined company and IHS shareholders will own approximately 32.25%.
* Douglas Peterson, CEO of S&P, will serve as CEO of the combined company, Lance Uggla, Chairman and CEO of IHS, will stay on as a special advisor to the company for one year following closing.
* The combined company's Board of Directors will include the current S&P Board of Directors and four directors from the IHS Board.
* Richard Thornburgh, current Chairman of S&P, will serve as Chairman of the combined company and Ewout Steenbergen, CFO of S&P Global, will serve as CFO of the combined company.
* The combined company will be headquartered in New York with a substantial presence in markets across North America, Latin America, EMEA and Asia Pacific.
BACKGROUND
* On 30 November 2020, S&P announced that they had entered into a definitive merger agreement with IHS to combine in an all-stock transaction.
* The transaction is expected to close in the second half of 2021.
RATIONALE
* The transaction creates a combined company with increased scale, world-class products in core markets and strong joint offerings in high-growth adjacencies.
* The combined company will have 76% recurring revenue and expects to realize 6.5-8.0% annual organic revenue growth in 2022 and 2023, balanced across major industry segments.
* The combined company will target 200 basis points of annual EBITA margin expansion.
* The combined company expects to deliver annual run-rate cost synergies of approximately USD 480m, with approximately USD 390m of those expected by the end of the second year post-closing, and USD 350m in run-rate revenue synergies for an expected total run-rate EBITA impact of approximately USD 680m by the end of the fifth full year after closing.
CONDITIONS
* Expiration or termination of the applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976.
* Antitrust and regulatory approvals.
* Approval of S&P shareholders.
* Approval of IHS shareholders.
UPDATES
* 2-Aug-21: The companies announced an agreement to sell IHS Markit’s Oil Price Information Services (OPIS) to News Corp, marks the culmination of announced decision to explore a divestiture of these businesses.
* 12-Nov-21: The Antitrust Division of the U.S. Department of Justice (DOJ) has approved the transaction.
SOURCE LINKS
IHS financial documents
* 3Q20 Interim Report [https://www.sec.gov/ix?doc=/Archives/edgar/data/1598014/000159801420000200/info-20200831.htm#i333de0f4aef7425eae8c008a8d13ed1f_13]
* FY19 Annual Report [https://www.sec.gov/ix?doc=/Archives/edgar/data/1598014/000159801420000008/q41910k.htm#sD8CC5732AE70560D8D355E88F152D96A]
Offer related documents
S&P Global Inc. 8-K form filed with SEC on 30 November 2020 [https://www.sec.gov/ix?doc=/Archives/edgar/data/64040/000119312520304880/d60362d8k.htm]
* Press release (Exhibit 99.1) [https://www.sec.gov/Archives/edgar/data/64040/000119312520304880/d60362dex991.htm]
* Investor presentation (Exhibit 99.2) [https://www.sec.gov/Archives/edgar/data/64040/000119312520304880/d60362dex992.htm]
S&P Global Inc. 8-K form filed with SEC on 30 November 2020 [https://www.sec.gov/ix?doc=/Archives/edgar/data/64040/000119312520305794/d15153d8k.htm]
* Agreement and Plan of Merger (Exhibit 2.1) [https://www.sec.gov/Archives/edgar/data/64040/000119312520305794/d15153dex21.htm]
IHS Markit Ltd. 8-K form filed with SEC on 30 November 2020 [https://www.sec.gov/ix?doc=/Archives/edgar/data/1598014/000095010320023248/dp141981_8k.htm]
* Press release (Exhibit 99.1) [https://www.sec.gov/Archives/edgar/data/1598014/000095010320023248/dp141981_ex9901.htm]
* Investor presentation (Exhibit 99.2) [https://www.sec.gov/Archives/edgar/data/1598014/000095010320023248/dp141981_ex9902.htm]
Plan of Merger: Schering-Plough Corp. (SGP), a New Jersey corporation, has signed a definitive agreement to combine with Merck & Co., Inc. (MRK), a New Jersey corporation.
The boards of directors of both companies have approved the transaction, which will be structured as a reverse merger.
MRK shareholders will own approx. 68% of the combined company, leaving the remaining 32% stake to SGP shareholders.
Schering-Plough, a US based company headquartered in Kenilworth, NJ, is a global health care company.
Merck, a US based company headquartered in Whitehouse Station, NJ, is a global pharmaceutical company.
Terms: USD 10.50 and 0.5767 of a share of the combined company will be exchanged for each SGP share
* This represents a value of USD 23.61 for each SGP share based on MRK's closing share price on 6-Mar-09 of USD 22.74.
* Premium: 33.9% based on MRK's closing share price on 6-Mar-09 of USD 17.63.
* If a superior offer were to emerge for SGP, the company would be required to give MRK at least 3 business days to make adjustments to its current offer before SGP's board could effect a change of recommendation of the deal, and vice versa.
Conditions:
* HSR (USA)
* EC (Europe)
* CA (Canada)
* MOFCOM (China)
* CFC (Mexico)
* FCC (Switzerland)
* SGP EGM
* MRK EGM
Financing: The cash portion, approx. 44% of the total consideration, will be financed by USD 9.8bn from existing cash balances and USD 8.5bn from committed financing to be provided by JPMorgan.
Expected Close: 4th qtr. of 2009.
Termination Date: 8-Dec-09, but it can be extended to 8-Mar-10 under certain circumstances.
Termination Fee:
* USD 1.25bn, or 3.25% based on the deal's implied equity value. The per-share increase required to cover this fee in a superior offer would be USD 0.77.
* If the agreement is terminated pursuant to an acquisition proposal for MRK, there would be a reverse termination fee and MRK would owe SGP USD 1.25bn.
* If MRK fails to obtain financing, MRK shall pay SGP a Financing Termination Fee of USD 2.5bn, or 6.5% based on the deal's implied equity value.
Background of the Merger: After MRK conveyed its interest in a combination with SGP in early December 2008, MRK and SGP held several meetings and entered into a confidentiality agreement on 15-Jan-09.
Negotiations throughout resulted in the execution of the merger agreement on 08-Mar-09.
During this negotiation period, SGP notified another company ("Company X") with the financial and operational capacity to complete a strategic transaction that SGP had been approached by an unnamed company.
Company X indicated an interest and entered into a confidentiality agreement with SGP on 21-Jan-09, but informed SGP on 05-Feb-09 that it would not make a proposal.
UPDATE: 23-Mar-09: With the help of lead arranger JPMorgan, MRK completed primary syndication of USD 7bn of new credit facilities to finance the merger, and also secured commitments for the amendment of its existing USD 1.5bn revolver that will allow the facility to remain in place after the merger.
UPDATE: 27-May-09: Johnson & Johnson (JNJ) filed an arbitration demand to request a ruling that the merger constitutes a change of control that would permit the termination of agreements between SGP and JNJ, regarding Remicade, a biologic product for inflammatory/immunological diseases, and Simponi, a next-generation treatment.
The termination of the agreements would return full rights to JNJ for the distribution of these products in markets outside the US where SGP currently has the rights to distribute these products.
UPDATE: 22-Jun-09: As expected, MRK and SGP received HSR 2nd request from the FTC.
UPDATE: 24-Jul-09: In order to resolve litigation challenging the merger, MRK filed a proposed settlement to include additional information in its merger proxy.
UPDATE: 30-Jul-09: Sanofi-aventis (SNY) has agreed to buy MRK's 50% interest in their animal health joint venture, Merial, for USD 4bn.
The transaction will be completed before the merger is finalized and will enable the merger to proceed towards a 4th quarter closing.
UPDATE: 03-Sep-09: Three current SGP directors, C. Robert Kidder, Patricia F. Russo, and Craig B. Thompson, MD, will remain on the board following completion of the merger.
UPDATE: 18-Sep-09: SNY completed the acquisition of MRK's Merial stake.
UPDATE: 14-Oct-09: The Australian Competition and Consumer Commission (ACCC), which had concerns about lessened competition in Australia's animal health market due to the merger, announced that it will not oppose the merger after the sale of Merial.
According to the proxy statement, ACCC approval was not listed as a prerequisite to completion of the merger.
Fidelity National Information Services, Inc. have signed an agreement to acquire Worldpay, Inc.
Worldpay, Inc., the listed US-based provider of payment processing services and related technology solutions, headquartered in Hamilton, Ohio.
Fidelity National Information Services, Inc. (FIS), the listed US-based provider of software, processing, and information services for the financial services and real estate markets, headquartered in Jacksonville, Florida.
Terms:
* FIS will acquire 311,064,426 Worldpay shares, representing 100% stake in the company, consisting of:
* 300,811,600 Class A shares.
* 10,252,826 Class B Shares.
* As part of the consideration, FIS will:
* Pay USD 11 per share, valuing cash consideration at USD 3.421bn.
* Issue 0.9287 FIS shares for every share of Worldpay.
* Based on USD 108.88 per share, closing price of FIS shares on 15 March 2019, one day prior to the announcement, the equity consideration is valued at USD 31.453bn.
* The combined consideration is valued at USD 34.875bn, representing an implied offer price of USD 112.1168 per share.
* The implied offer price represents:
* A premium of 13.6% over Worldpay’s closing share price of USD 98.68 on 15 March 2019, one day prior to the announcement.
* A premium of 27.1% over Worldpay’s closing share price of USD 88.23 on 15 February 2019, one month prior to the announcement.
* FIS expects to refinance the Worldpay’s existing debt.
* If a superior offer were to emerge for Worldpay, the company would be required to give FIS at least 4 business days to make adjustments to its current offer before Worldpay’s board of directors could effect a change of recommendation of the deal.
Termination Date: The termination date for the transaction is 17 March 2020, but it can be extended to 17 June 2020 under certain circumstances.
Termination Fee: USD 1,000m, or 2.87% based on the implied equity value of the deal.
Under certain circumstances, there would be a reverse termination fee and the parent would owe the company USD 1,000m.
Rationale:
* The transaction increases business capabilities of FIS and increases distribution footprint of Worldpay.
* The merged entity will provide better services to its customers in banking, payments, capital markets, and global eCommerce capabilities empowering financial institutions and businesses worldwide.
* The acquisition will provide USD 700m synergies from combination of revenue and expenses over next three years.
* Worldpay offerings are complementary to FIS’ existing products and services.
Post deal details:
* Shareholders of FIS will own approximately 53% and shareholders of Worldpay will own approximately 47% of the combined company.
* The merged entity's board will consist of 12 members, 7 members from FIS and 5 members from Worldpay.
* Mr. Gary Norcross will remain as Chairman, President and CEO of the merged entity.
* Worldpay's Chairman and CEO, Mr. Charles Drucker will assume the role of Executive Vice Chairman of the merged entity.
* The combined company will operate under the name FIS and will be headquartered in Jacksonville, Florida.
* The merged company will have pro-forma revenue of and EBITDA of USD 12.3bn and USD 4.9bn respectively.
Expected completion: The transaction is expected to close in second half of 2019
Conditions:
* Regulatory approvals.
* Approval by Worldpay shareholders.
* Approval by FIS shareholders.
* Approval by New York Stock Exchange.
* Approval by UK Financial Conduct Authority (FCA) or other applicable governmental entity.
* Expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976.
* Approval by Dutch central bank.
* Customary closing conditions.
Background: Worldpay processes over 40bn transactions annually and support more than 300 payment types across more than 120 currencies.
UPDATE 08 July 2019: The transaction has been approved by the European Commission.
Source Links:
Worldpay, Inc. press release, 18 March 2019 [http://investors.worldpay.com/phoenix.zhtml?c=250843&p=irol-newsArticle&ID=2391529]
Worldpay, Inc. 8-K form filed with SEC on 18 March 2019 [https://www.sec.gov/Archives/edgar/data/1533932/000119312519077545/d720414d8k.htm]
* Merger Agreement (Exhibit 2.1) [https://www.sec.gov/Archives/edgar/data/1533932/000119312519078417/d722540dex21.htm]
* Presentation (Exhibit 99.1) [https://www.sec.gov/Archives/edgar/data/1533932/000119312519077545/d720414dex991.htm]
* Press release (Exhibit 99.2) [https://www.sec.gov/Archives/edgar/data/1533932/000119312519077545/d720414dex992.htm]
Fidelity National Information Services, Inc. press release, 18 March 2019 [https://www.investor.fisglobal.com/node/24751/pdf]
Fidelity National Information Services, Inc. supplemental slides, 18 March 2019 [https://www.investor.fisglobal.com/static-files/fa1d310c-65d1-4256-b3a9-5404e5584f72]
Fidelity National Information Services, Inc. 8-K form filed with SEC on 18 March 2019 [https://www.sec.gov/Archives/edgar/data/1136893/000113689319000015/a8-kworldpaymerger.htm]
* Merger Agreement (Exhibit 2.1) [https://www.sec.gov/Archives/edgar/data/1136893/000119312519078401/d667827dex21.htm]
* Commitment Letter (Exhibit 10.1) [https://www.sec.gov/Archives/edgar/data/1136893/000119312519078401/d667827dex101.htm]
* Press release (Exhibit 99.1) [https://www.sec.gov/Archives/edgar/data/1136893/000113689319000015/announcementdaynewsrelease.htm]
Willkie Farr & Gallagher LLP press release, 18 March 2019 [https://www.willkie.com/news/2019/03/fis-and-worldpay-to-combine-in-$42-billion-deal]
Skadden Arps Slate Meagher & Flom LLP press release, 18 March 2019 [https://www.skadden.com/about/news-and-rankings/news/2019/03/worldpay-to-merge-with-fis]
Worldpay, Inc. 10-K form filed with SEC on 26 February 2019
* Income Statement [https://www.sec.gov/Archives/edgar/data/1533932/000153393219000044/wp-20181231x10k.htm#s2900F2ED6B13FCEDD666B24EF103D190]
* Balance Sheet [https://www.sec.gov/Archives/edgar/data/1533932/000153393219000044/wp-20181231x10k.htm#sAD863E312EEFF9315627B24EF123FE4E]
The Royal Bank of Scotland Group Plc (RBS), the listed UK based banking group, has agreed to issue GBP 25.5bn of class B shares, representing a 14.1% economic interest in the bank, to the HM Treasury.
The B shares are convertible to and will rank pari passu with RBS's ordinary shares.
The HM Treasury has also agreed not to convert the B shares into ordinary shares, keeping the UK Government's ownership of RBS ordinary shares at 70.3%.
The economic interest however, will increase to 84.4%.
The B shares will carry the right to enhanced dividends calculated as the greater of 7% of the B share nominal or 250% of dividends paid on the ordinary shares.
However, this right will not be applicable in a certain period in which RBS share price equals or exceeds GBp 65 per share.
The transaction is part of the asset protection scheme agreed with HM Treasury.
The scheme provides a guarantee over the bank's GBP 282bn of risk-weighted assets, in which RBS will be responsible for the first GBP 60bn of loss, with the HM Treasury taking on 90% of the remaining balance.
In return for HM Treasury's capital injection and to comply with the European Commission (EC) guidelines on state-aid to banks, RBS is to reduce 2%, 5%, and 5% of market shares in UK retail banking, small-medium enterprise (SME) and mid-corporate segments respectively.
These will be done by disposing 318 branches UK-wide, which consist of RBS England and Wales (formerly William & Glyn's), and National Westminter Bank (NatWest) Scotland. In addition, RBS will also divest RBS Insurance, Global Merchant Services division, and its interest in RBS Sempra Commodities over the next 4 years.
The B shares issue is subject to RBS's accession to the asset protection scheme, approvals from the EC, RBS shareholders, and other relevant regulatory authorities; and is expected to close before 31 December 2009. The asset protection scheme and the related capital injection were planned in February 2009.
UPDATE 27 November 2009: RBS has signed an accession agreement to the UK Government's asset protection scheme on the terms announced on 3 November 2009.
UDPATE 15 December 2009: The transaction has received approvals from the European Commission and RBS shareholders. Thus the transaction has been completed.
Unsolicited Tender Offer: BHP Billiton Plc (LON: BLT; NYSE: BBL), an England and Wales corporation, announced its intention to commence a tender offer to acquire Potash Corporation of Saskatchewan Inc. (POT), a Canada corporation, after Potast rejected BHP's proposal.
Potash, a Canada based company headquartered in Saskatoon, Saskatchewan, is the world’s largest integrated fertilizer and related industrial and feed products company.
BHP Billiton Plc, a UK based company headquartered in Victoria, London, is part of The BHP Billiton Group, the world’s largest diversified natural resources company.
The BHP Billiton Group consists of BHP Billiton Plc, BHP Billiton Limited (ASX: BHP; NYSE: BHP) and their respective subsidiaries as a combined enterprise following the completion of the dual listed company ("DLC") merger of BHP Limited and Billiton Plc in June 2001.
Rationale: The acquisition will accelerate BHP's entry into the fertilizer industry and is consistent with BHP's strategy of becoming a leading global miner of potash.
POT's potash mining operations are a natural fit with BHP's greenfield land holdings in Saskatchewan, Canada.
Furthermore, BHP believes that the proposed acquisition will be earnings per share accretive in the second full fiscal year following consolidation.
Terms: USD 130.00 per POT share
* The offer provides a discount of 9.2% based on POT's closing share price on 17-Aug-10 of USD 143.17.
* The offer provides a premium of 15.9% based on POT's closing share price of USD 112.15 on 16-Aug-10, one day prior to the disclosure of BHP's offer.
* The implied equity value of the transaction is approx. USD 38.56bn.
Conditions:
* CA (Canada)
* ICA (Canada)
* HSR (USA)
* CFIUS (USA)
* CADE (Brazil)
* Minimum tender of more than 50% of POT shares outstanding required
* Termination of recently-adopted POT shareholder rights plan
Financing: The Offer is not subject to any financing condition. BHP estimates the total amount of funds required to consummate the Offer is approximately USD 43bn (including funds required to repay or refinance certain existing POT indebtedness if necessary).
BHP has arranged a new multi-currency term and revolving facility agreement entered into for the purpose, among other things, of meeting the funding requirements of the transaction.
The terms of the facility will include various representations and warranties, affirmative and negative covenants, and events of default customary for credit facilities of this type.
The acquisition financing facility will preserve BHP's financial flexibility.
BHP remains committed to maintaining a solid A credit rating and a progressive dividend policy.
Post Deal Details: BHP plans to maintain current levels of employment at POT's Saskatchewan and New Brunswick operations for the foreseeable future. BHP also intends to identify and propose a Canadian nominee to stand for election to the BHP board.
Background of the Merger: On 12-Aug-10, BHP made an acquisition proposal to POT in which POT shareholders would receive USD 130 per share. BHP was advised that POT was not for sale and had no interest in discussing a combination at this time.
The next day, BHP requested a response from the POT board by 18-Aug-10. On 17-Aug-10, POT advised BHP by letter that its board unanimously rejected BHP's proposal, and POT made the proposal and response publicly available.
POT's board concluded that the proposal was grossly inadequate and opportunistic given that industry is still in the early stages of a recovery.
POT adopted a shareholder rights plan, exercisable upon the acquisition of 20% or more of its outstanding shares, to ensure that in the context of a formal take-over bid, the board has sufficient time to explore and develop alternatives to enhance shareholder value, including competing transactions that might emerge.
On 18-Aug-10, BHP announced its intention to commence a tender offer on 20-Aug-10.
UPDATE: 7-Sep-10: BHP withdrew its HSR filing and will re-file it on 9-Sep-10 to ensure that the FTC has adequate time for its initial review of the transaction. The original notification was made on 20-Aug-10, but the FTC was not able to commence its review of the Offer 30-Aug-10.
UPDATE: 20-Sep-10: The Canadian Competition Bureau issued a Supplementary Information Request in respect of the offer as is permitted by the Competition Act (Canada).
Under the Competition Act, the offer cannot be completed until 30 days after BHP complies with the Supplementary Information Request unless the Commissioner of Competition issues an advance ruling certificate or “no action” letter before that time.
The offer has been extended to 18-Nov-10 to allow time for completion of the regulatory review.
UPDATE: 22-Sep-10: POT filed a complaint with a federal court in Chicago to block BHP's takeover.
UPDATE: 4-Oct-10: Investment Canada's review was extended by a further 30 days.
UPDATE: 13-Oct-10: BHP delivered the additional information requested in the SIR. Accordingly, the waiting period of the Competition Act will expires on 12-Nov-10.
UPDATE: 20-Oct-10: The Province of Saskatchewan has stated that it will lose USD 3bn in revenue as a result of the POT acquisition.
Its concerns arise primarily from tax deferrals which are fully permitted under existing laws in Canada.
BHP is confident it can address this concern and is prepared to make commitments which go beyond the requirements of prevailing Canadian legislation that should effectively address the tax loss concerns of the Province.
UPDATE: 3-Nov-10: The acquisition has been determined to not likely be of net benefit to Canada under the Investment Canada Act.
BHP has 30 days to make further representations and undertakings to the Minister of Industry Tony Clement.
UPDATE: 4-Nov-10: The Canadian Competition Bureau notified BHP that it will not challenge the offer.
Enbridge agreed to acquire Spectra Energy Corp.
Enbridge Inc., the Canada-based company headquartered in Calgary, is the crude oil transportation business operating crude oil mainline system and other pipelines.
Spectra Energy Copr, the US-based company headquartered in Houston, Texas, is focusing on transportation, storage, distribution, gathering, and processing of natural gas.
TERMS:
* The implied offer price per share is CAN 52.40 (USD 40.36) based on the exchange ratio of 0.948 and Enbridge's closing share price of CAN 53.25 (USD 40.63) as of 02 September 2016.
* Based on 701,288,928 shares outstanding, the implied equity value of the transaction is USD 28.03bn.
* The offer price of CAN 52.40 (USD 40.36) represents the primium of 11.6% based on Spectra Energy Corp.'s closing price of USD 36.15 on 02 September 2016, four days before the announcement day, and a premium of 10.3% based on Spectra Energy Corp.'s closing price of USD 36.59 on 06 August 2016, one month before the announcement day.
* If a superior offer were to emerge for Spectra Energy, the company would be required to give Enbridge at least 4 business days to make adjustments to its current offer before Spectra’s board of directors could affect a change of recommendation of the deal.
TERMINATION DATE: The termination date for the transaction is 31-Mar-17; can be extended to 29-Dec-17
TERMINATION FEE: Enbridge's termination fee is CAN 1.75bn.
Spectra Energy's termination fee is USD 1bn.
RATIONALE: The transaction is in line with Enbridge's strategy to create North America’s largest energy infrastructure company and enhance customer optionality.
POST DEAL DETAILS:
* Enbridge shareholders are expected to own approximately 57% of the combined company.
* Spectra Energy shareholders are expected to own approximately 43%.
* The headquarters of the combined company will be in Calgary, Alberta.
* Houston, Texas will be the combined company’s gas pipelines business unit center; Edmonton, Alberta will remain the business unit center for liquids pipelines, with gas distribution continuing to be based in Ontario.
* Current Enbridge CEO, Al Monaco, will continue serve as CEO of Enbridge.
* Current Spectra CEO, Greg Ebel, will serve as Chairman.
* New Enbridge Board will be comprised of 13 directors: 8 directors designed by Enbridge and 5 directors designed by Spectra.
* On closing the Enbridge common shares to be issued in connection with the transaction will be listed on the TSX and NYSE.
* Spectra Energy common stock will be delisted from the NYSE.
* At closing, Enbridge Energy Partners, LP and Spectra Energy Partners, LP are expected to continue to be publicly traded partnerships headquartered in Houston, Texas.
* Enbridge Income Fund Holdings will remain a publicly traded corporation headquartered in Calgary, Alberta.
CONDITIONS:
* Regulatory approval
* HSR
* Canada Competition Act
* CFIUS
* Enbridge's shareholders approval
* Spectra's shareholders approval
* Customery Conditions
EXPECTED COMPLETION: The transaction is expected to close in the first quarter of 2017.
BACKGROUND:
* The transaction was unanimously approved by the Boards of Directors of both companies.
* The combined revenues in excess of CAN 40bn (USD 31bn), EBIT of CAN 5.8bn (USD 4.4bn).
SECTOR DETAILS:
* Midstream
UPDATE 27 February 2017: Enbridge Inc has completed the acquisition of Spectra Energy Corp.
SOURCE LINKS:
Spectra Energy Corp. 8-K form filed with SEC on 06 September 2016 [https://www.sec.gov/Archives/edgar/data/1373835/000119312516701430/d247969d8k.htm]
* Merger Agreement [https://www.sec.gov/Archives/edgar/data/1373835/000119312516701430/d247969dex21.htm]
* Exhibit 99.1 [https://www.sec.gov/Archives/edgar/data/1373835/000119312516701430/d247969dex991.htm]
Spectra Energy Corp. Investor Presentation filed with SEC on 06 September 2016 [https://www.sec.gov/Archives/edgar/data/1373835/000119312516701438/d252929d425.htm]
Spectra Energy 10-Q form filed with SEC on 03 August 2016 [https://www.sec.gov/Archives/edgar/data/1373835/000137383516000019/se-2016063010q.htm#sBB68EEB1650459501631E8E08FA7DF1C]
Enbridge Inc press release, 27 February 2017 [http://www.enbridge.com/media-center/news/details?id=2126823&lang=en&year=2017]
Sprint Corp., the listed US-based integrated communications provider, and Nextel Communications Inc., the listed US-based provider of fully integrated wireless communications services, have agreed to a merger of equals with the formation of Sprint Nextel, which will have a combined total equity value of USD 70bn.
Under the terms of the agreement, each share of Sprint will be exchanged for one share of Sprint Nextel common stock, and each share of Nextel will be exchanged for 1.3 shares of Sprint Nextel common stock and a small amount of cash per share, to be determined at the closing of the merger.
Both, Sprint and Nextel will hold 50% stake each in the combined company after the merger.
The aggregate amount of cash consideration will not exceed USD 2.8bn.
Fidelity Ventures, the US based private equity firm, had invested in Nextel in 1996 and exited its investment through this merger.
If the consideration payable to Nextel is calculated today then Nextel shareholders will receive approximately 1.28 Sprint Nextel shares and USD 0.50 in cash for each Nextel share.
The Sprint Nextel Board will consist of 12 directors, six from each company, including two co-lead independent directors, one from Sprint and one from Nextel.
On completion of the merger, the Sprint Nextel stock will be listed on the New York Stock Exchange (NYSE)and intends to spin off Sprint’s local telecommunications business to the Sprint Nextel shareholders in a transaction that is expected to be tax-free, which will have its own management team and board of directors, consisting of an equal number of designees from Sprint and Nextel.
Sprint Nextel is expected to generate highest average revenue per user (ARPU) in the wireless industry and has generated pro forma revenues of USD 40bn, including USD 6bn in revenues generated by the local telecommunications business, for the four quarters ended 30 September 2004.
The combination of Sprint and Nextel is expected to generate USD 12bn, estimated net present value, in operating cost and capital investment synergies which will be derived from reduction in the number of cell sites and switches, balanced customer base and infrastructure, optimization of billing, advertisement, sales and administration costs.
Also, Sprint Nextel will benefit by the combination of affiliates and partners of the two companies.
The merger will trigger certain share purchase rights in Nextel’s agreement with Nextel Partners Inc., the US-based provider of digital wireless communications services under the Nextel brand name to be exercised as per the terms of the agreement.
Nextel owns approximately 32% stake in Nextel Partners.
The merger is expected to close in the second half of 2005, subject to shareholder approval of companies, regulatory approval and closing conditions.
UPDATE 13 July 2005: Sprint and Nextel shareholders have approved the transaction.
The transaction now is expected to close in the third quarter of 2005, subject to regulatory approvals.
UDPATE 12 August 2005: Sprint and Nextel shareholders have completed their merger transaction forming Sprint Nextel Corporation.
Plan of Merger: XTO Energy Inc (XTO), a Delaware corporation, has signed a definitive agreement to be acquired by Exxon Mobil Corp (XOM), a New Jersey corporation.
The board of directors of both companies have approved the merger.
XTO, a US based company headquartered in Fort Worth, TX, is engaged in the acquisition, development, exploitation and exploration of both producing oil and gas properties and unproved properties, and in the production, processing, marketing and transportation of oil and natural gas.
XOM, a US based company headquartered in Irving TX, is engaged in exploration for, and production of, crude oil and natural gas, manufacture of petroleum products and transportation and sale of crude oil, natural gas and petroleum products.
Terms: 0.7098 shares of XOM per share of XTO
* This represents a value of USD 51.70 for each XTO share.
* The offer provides a premium of 24.6% based on XTO's closing share price on 11-Dec-09 of USD 41.49.
* The implied equity value of the transaction is approx. USD 30bn.
* If a superior offer were to emerge for XTO, the company would be required to give XOM at least 3 business days to make adjustments to its current offer before XTO’s board of directors could effect a change of recommendation of the deal.
Conditions:
* HSR (USA)
* FERC (USA)
* Dutch Competition Act
* XTO EGM
Expected Close: The transaction is expected to close in the 2nd quarter of 2010.
Termination Fee: USD 900m, or 3% based on the implied equity value of the deal. The per-share increase required to cover this fee in a superior offer would be USD 1.56.
Termination Date: The termination date for the transaction is 15-Sep-10, but it can be extended to 31-Dec-10 under certain circumstances.
Company/Parent Material Adverse Effect:
Includes:
1. A material adverse effect on the financial condition, business, assets or results of operations of the Company/Parent and its Subsidiaries, taken as a whole
Excludes:
1. Changes in the financial or securities markets or general economic or political conditions in the United States or elsewhere in the world
2. With respect to changes to Applicable Laws related to hydraulic fracturing or similar processes that would reasonably be expected to have the effect of making illegal or commercially impracticable such hydraulic fracturing or similar processes (which changes may be taken into account in determining whether there has been a Company/Parent Material Adverse Effect), changes or conditions generally affecting the oil and gas exploration, development and/or production industry or industries (including changes in oil, gas or other commodity prices)
3. With respect to changes to Applicable Laws related to hydraulic fracturing or similar processes that would reasonably be expected to have the effect of making illegal or commercially impracticable such hydraulic fracturing or similar processes (which changes may be taken into account in determining whether there has been a Company/Parent Material Adverse Effect), any change in Applicable Law or the interpretation thereof or GAAP or the interpretation thereof
4. The negotiation, execution, announcement or consummation of the transactions contemplated by this Agreement, including any adverse change in customer, distributor, supplier or similar relationships resulting therefrom
5. Acts of war, terrorism, earthquakes, hurricanes, tornados or other natural disasters
6. Any failure by the Company/Parent or any of its Subsidiaries to meet any internal or published industry analyst projections or forecasts or estimates of revenues or earnings for any period (it being understood and agreed that the facts and circumstances that may have given rise or contributed to such failure that are not otherwise excluded from the definition of a Company/Parent Material Adverse Effect may be taken into account in determining whether there has been a Company/Parent Material Adverse Effect)
7. Any change in the price of the Company/Parent Stock on the NYSE (it being understood and agreed that the facts and circumstances that may have given rise or contributed to such change (but in no event changes in the trading price of Company/Parent Stock) that are not otherwise excluded from the definition of a Company/Parent Material Adverse Effect may be taken into account in determining whether there has been a Company/Parent Material Adverse Effect)
Compliance with the terms of, or the taking of any action required by, this Agreement; except to the extent such effects in the cases of clauses (a), (b), (c) and (e) above materially and disproportionately effect the Company/Parent and its Subsidiaries relative to other participants in the industry or industries in which the Company/Parent and its Subsidiaries operate (in which event the extent of such material and disproportionate effect may be taken into account in determining whether a Company/Parent Material Adverse Effect has occurred).
Specific Performance: The parties hereto agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with the terms hereof and that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement or to enforce specifically the performance of the terms and provisions hereof in any federal court located in the State of Delaware or any Delaware state court, in addition to any other remedy to which they are entitled at law or in equity.
Background of the Merger: Exxon approached XTO to discuss a transaction and there were no other bidders involved in the negotiation process.
UPDATE 25 June 2010: ExxonMobil Corporation's acquisition of XTO Energy Inc has been completed.
KKR & Co Inc, the private equity firm, has made an offer to acquire 21,357,258,195 shares of Telecom Italia SpA, the Italy based telecommunication company offering landline and wireless services, internet, digital content, cloud and other services, representing 100% stake in the company.
The offer price is €0.505 per share, valuing transaction at €10.78bn.
The deal value including net debt is €35.5bn ($40.1bn).
Daimler and Chrysler announced a merger to create a newco called DaimlerChrysler.
The merger will be accomplished through an exchange offer and merger transactions whereby Daimler stockholders will hold one share of DaimlerChrysler for each Daimler-Benz share held.
Chrysler shareholders will receive 0.547 of a Daimler-Chrysler share for each Chrysler share held.
The merger is valued at USD 92bn making it the largest ever industrial merger for its time.
This will give Daimler shareholders 57% of the newco and Chrysler 43% and values Chrysler at USD 59.77 per share.
Teva Pharmaceutical Industries Ltd. has agreed to acquire the generics business of Allergan plc.
Teva, the listed Israel-based company headquartered in Petah Tikva, is engaged in the development and distribution of pharmaceuticals.
Allergan, the listed Ireland-based company headquartered in Dublin, is engaged in the development and distribution of pharmaceutical products.
Terms:
* Teva will acquire Allergan Generics on a cash free debt free basis for a total mixed consideration of USD 40.5bn, which is comprised of:
* USD 33.75bn in cash
* USD 6.75bn worth of Teva shares.
* The exact number of shares will be determined by the 20-day volume weighted average trading prices for Teva in the 15 days of trading prior to the announcement date and five trading days following.
* Allergan has also agreed to certain restrictions with regard to the shares of Teva, i.e. that these shares will not be sold in the 12-month period after the close of the transaction, as well as customary standstill restrictions.
* As per the terms of the agreement, Teva will acquire all of the assets under Actavis global generics business, including US and global generic commercial units, third-party supplier Medis, manufacturing operations related to the business, global R&D unit, OTC unit (with the exception of OTC eye care products), and some international brands.
* Allergan will retain its global branded pharmaceutical and medical aesthetic businesses, biosimilars development programs, and the Anda distribution business. It will also retain the right to 50% of post-closing net sales of generic lenalidomide (Revlimid), with payments to Allergan to be made on a quarterly basis.
Financing: The cash portion of the consideration, USD 33.75bn, will be financed from a mix of new equity issued by Teva, cash in reserve, and debt financing. Should Teva fail to obtain financing agreements within 15 days (by 10 August 2015), Allergan has the right to terminate the transaction.
Termination Fee:
* USD 2.5bn from Teva to Allergan, If the transaction is terminated due to Teva's failure to obtain the debt commitment letter.
* USD 1bn from Teva to Allergan, if the transaction is terminated due to failure to obtain necessary antitrust approvals.
* USD 2.5bn from Allergan to Teva, if the transaction is terminated by Allergan.
Rationale:
* The transaction is in line with Teva's strategy to significantly enhance its generics business and to diversify its revenue stream while increasing its market share.
* The acquisition is also expected to create a generics division that is globally competitive in the pharmaceutical industry.
* Teva is particularly keen to benefit from Allergan Generics' novel compounds in primary care and specialty markets, and to add its strengths to Teva's existing pipeline of drug developments relating to the central nervous system, pain, migraine, and respiratory markets.
* At the same time, the sale will allow Allergan to focus on its branded pharmaceutical business. Allergan will use a portion of the cash and equity proceeds from the transaction (amounting to USD 36bn after tax leakage of 10%) to pay down its debt including certain credit facilities and bonds.
Post deal details:
* Following the transaction's close, Allergan will hold a just-under-10% stake in Teva as a result of the equity portion of the consideration.
* The acquisition is expected to contribute USD 2.7bn in EBITDA in 2016, excluding synergies. Teva anticipates significant cost synergies and tax savings of around USD 1.4bn per year as a result of this transaction, most likely by the third year after the transaction's close.
* Teva expects that the addition of Allergan's generics business to its own will be significantly accretive to non-GAAP EPS, and that it will result in double-digit non-GAAP EPS accretion in 2016, as well as more than 20% accretion in years two and three following the completion of the transaction.
* The combined entity is expected to have a global market across 100 countries, with a leading position in 40.
* Teva also anticipates that it will have pro forma sales of USD 26bn following the transaction's close and approximately USD 11bn in sales outside of the US, and a free cash flow of approximately USD 6.5bn starting in 2016 and increasing in the years following.
* Teva will have approximately 320 combined ANDAs in the US, including exclusive offerings of around 110 US FTF pending ANDAs.
Expected completion: The transaction is expected to close in Q1 2016.
Conditions:
* HSR (USA).
* Regulatory approvals in the US and the EU.
* Customary closing conditions.
Background:
* The acquisition was initiated by Teva.
* The transaction received the unanimous approval of both Teva's and Allergan's boards.
* The transaction is not subject to shareholder approval from either company.
* As a result of this transaction, Teva has withdrawn its proposal to acquire listed UK-based pharmaceutical company Mylan N.V, citing shareholder interest.
UPDATE: 02 December 2015: Teva has undergone a pricing in American Depositary Shares raising USD 6.75bn, which will help to fund the cash portion of this transaction and the acquisition of Rimsa.
UPDATE 10 March 2016: The transaction has been approved by European Commission.
UPDATE 22 May 2016: Federal Trade Commission has approved the transaction.
UPDATE 09 May 2016: The transaction is expected to close in June 2016.
UPDATE 02 August 2016:
* Teva has completed the acquisition of the generics business of Allergan plc.
* Allergan plc received USD 33.43bn in cash and 100,291,067 Teva shares as a part of the transaction.
* 100,291,067 Teva shares are valued at USD 6.20bn based on Teva's closing price on 24 July 2015.
* The transaction is now valued at USD 39.63bn.
Sources:
Allergan plc press release, 27 July 2015 [http://www.allergan.com/news/news/thomson-reuters/allergan-accelerates-transformation-to-branded-gro]
Teva Pharmaceutical Industries Ltd press release, 27 July 2015 [http://www.tevapharm.com/news/?itemid=%7BB182F7AD-88B6-4064-9D76-25178DF0C783%7D]
Allergan plc corporate presentation, 27 July 2015 [http://phx.corporate-ir.net/External.File?t=1&item=VHlwZT0yfFBhcmVudElEPTUxOTk4NDZ8Q2hpbGRJRD01ODgxODc=]
Allergan plc 8-K form filed with SEC on 28 July 2015 [http://www.sec.gov/Archives/edgar/data/1578845/000119312515265082/d70177d8k.htm]
* Merger agreement [http://www.sec.gov/Archives/edgar/data/1578845/000119312515265082/d70177dex21.htm]
* Press release [http://www.sec.gov/Archives/edgar/data/1578845/000119312515265082/d70177dex991.htm]
Teva Pharmaceutical Industries Ltd 8-K form filed with SEC on 27 July 2015 [http://www.sec.gov/Archives/edgar/data/818686/000119312515264024/d57012d6k.htm]
* Press release: Allergan generics [http://www.sec.gov/Archives/edgar/data/818686/000119312515264024/d57012dex991.htm]
* Press release: Mylan withdrawal [http://www.sec.gov/Archives/edgar/data/818686/000119312515264024/d57012dex992.htm]
Allergan plc 10-K form filed with SEC on 18 February 2015 [http://www.sec.gov/Archives/edgar/data/1578845/000119312515052898/d842874d10k.htm]
Teva Pharmaceutical Industries press release, 02 December 2015 [http://www.tevapharm.com/news/teva_announces_pricing_of_public_offerings_of_american_depositary_shares_and_mandatory_convertible_preferred_shares_in_connection_with_pending_acquisition_of_actavis_generics_12_15.aspx]
European Commission press release, 10 March 2016 [http://europa.eu/rapid/press-release_IP-16-727_en.htm]
Teva Pharmaceutical Industries Ltd 6-K form filed with SEC on 09 May 2016 [http://www.sec.gov/Archives/edgar/data/818686/000119312516583103/d172918d6k.htm]
Teva Pharmaceutical Industries Ltd press release, 02 August 2016 [http://www.tevapharm.com/news/teva_completes_acquisition_of_actavis_generics_08_16.aspx]
Allergan plc 8-K form filed with SEC on 02 August 2016 [https://www.sec.gov/Archives/edgar/data/1578845/000119312516667982/d189435d8k.htm]
* Press release [https://www.sec.gov/Archives/edgar/data/1578845/000119312516667982/d189435dex991.htm]
Teva Pharmaceutical Industries Ltd. SC 13D form filed with SEC on 08 August 2016 [https://www.sec.gov/Archives/edgar/data/818686/000119312516675312/d228756dsc13d.htm]
A consortium formed by ACS S.A., Atlantia SpA and Hochtief AG has agreed to acquire Abertis Infraestructuras, S.A.
ACS, Actividades de Construccion y Servicios, S.A., the listed Spain-based company headquartered in Madrid, is engaged in construction and infrastructure development.
Atlantia SpA, the listed Italy-based company headquartered Rome, is engaged in the construction and management of toll motorways and connected traffic services.
Hochtief AG, the listed Germany-based company headquartered in Essen, is a global construction group.
Abertis Infraestructuras S.A (Abertis), the listed Spain-based company headquartered in Barcelona, is engaged in the management of mobility and telecommunications infrastructures such as motorways and airports.
Terms:
* Hochtief will first launch a voluntary public tender offer on Abertis, offering EUR 18.36 per Abertis share; or 0.1281 Hotchief share per 1 Abertis share (capped at 193.53m Abertis shares).
* Hochtief will then sell to the consortium the stake in Abertis it will acquire through the tender offer and subsequent squeez-out.
* The consortium will acquire Abertis' shares for EUR 18.36 per share, which is the same price Hochtief paid on its tender offer.
* The acquisition by the consortium will be carried by an SPV formed by ACS, Atlantia and Hochtief.
* As of today, Abertis has 911,566,308 shares outstanding, valuing the company's implied equity at EUR 16.7bn based on the offer of EUR 18.36 per share.
* ACS, Atlantia and Hochtief intend to enter into a long-term agreement with the aim of maximizing their strategic relationship and the synergies between themselves.
* The strategic alliance will be materialized through Atlantia's inclusion as a Hochtief shareholder.
Financing:
* The parties will capitalize a consortium (special purpose vehicle) for an approximate amount of EUR 7bn, which will be used to hold and manage Abertis.
* New financing agreements will be entered into on behalf of the consortium to partially finance for the acquisition of Abertis from Hochtief.
Rationale:
* Hochtief will be able to expand its brownfield concessions portfolio by leveraging Abertis' available platforms.
* The combined group's financial capacity will drive increased investment and enhanced shareholder remuneration.
* The companies will share the financing costs attached to the deal, relieving each of them from taking on large amounts of debt individually.
* The synergies between Hochtief and Abertis alone are estimated to be in the range of EUR 6bn to EUR 8bn, generated by gaining more presence in high-growth geographies such as North America, Australia or Europe. Furthermore, a project pipeline of EUR 200bn has been identified for the years 2018-2021.
* The transaction will help Atlantia and Abertis become the largest toll operators worldwide, with 14,095km under management.
Post Deal Details:
* The SPV shareholder structure will be as follows:
* Atlantia will hold 50% + 1 share, therefore they will be consolidating Abertis and the SPV's accounts,
* ACS will hold 30%,
* Hochtief will hold 20% - 1 share.
* Hochtief will carry out a capital increase of approx. 6,430,000 shares that will be subscribed by ACS at an issue price of EUR 143 per share, therefore for a total value of EUR 919.5m.
* ACS will sell to Atlantia 17,074,170 Hochtief shares at a price of EUR 143 per share, therefore for a total consideration of approx. EUR 2.4bn.
* Atlantia will end up owning a 24% stake in Hochtief. ACS will remain as the largest shareholder with a 50.1% stake.
* Atlantia will be able to exercise a call option for part or all of the investment held by Abertis in telecommunications company Cellnex Telecom SA.
Conditions:
* Completion of Hochtief's AG tender offer of Abertis.
* Closing of financing arrangements.
* Regulatory approval.
Background:
* Atlantia first launched an unsolicited tender to acquire Abertis' outstanding shares on 15 May 2017. The offer price was set at EUR 16.5.
* On 18 October 2017, ACS, through its subsidiary Hochtief, launches a competing bid for Abertis. The offer price was set at EUR 18.36, a 11.3% premium relative to Atlantia's bid.
* The involved parties announced they had reached an agreement on 14 March 2018 to form a consortium with the aim of acquiring Abertis together.
* The agreement was approved by the companies' BoD on 15 March 2018.
* As of 23 March 2018, Hochtief filed a formal request to change the terms of its ongoing offer.
* The agreement consists on:
* Hochtief's bid will go forward while Atlantia's will be retracted.
* Hochtief will first acquire the all of Abertis' outstanding shares.
* Hochief will then sell the all of Abertis' shares to a SPV for the same consideration initially paid.
* The consortium will be formed by Atlantia (50% +1), ACS (30%) and Hochtief (20% -1).
UPDATE 12 April 2018: The Spanish regulator (CNMV) approved Hochtief's revised offer terms, whilst Atlantia's original bid has been withdrawn.
UPDATE 08 May 2018: The offer acceptance deadline ended today. Three out of four government permits are still pending approval.
UPDATE 14 May 2018: The offer has been accepted by shareholders representing 78.79% of share capital.
UPDATE 28 May 2018: ACS S.A. and Atlantia SpA have acquried 44.69m shares representing a 4.5% of its capital, thereby raising its stake to 83.3% in Abertis.
UPDATE 03 August 2018: Abertis delisting was today announced by the Madrid Stock Exchange, and will be effective starting 06 August 2018.
UPDATE 06 September 2018:
* The transaction is expected to proceed despite the bridge disaster in Italy last month.
* The transaction is still subject to approval of the Spanish Government.
UPDATE 29 October 2018: The deal is now completed.
Source Links:
Atlantia SpA offer document, 15 May 2017 [http://www.atlantia.it/en/area-stampa/-/page/content-Voluntary_public_tender_offer_in_cash_and_stock_on_the_entire_issued_shares_of_Abertis_Infraestructuras.html?id=1129&lang=en&year=2017]
Hochtief AG offer document, 18 October 2017 (Spanish) [https://www.abertis.com/media/relevants_facts/2017/10/18/Hr%20Hochtief_BKKviII.pdf]
Atlantia SpA press release, 14 March 2018 [http://www.atlantia.it/en/area-stampa/-/page/-/page/content-Atlantia__ACS_and_Hochtief_sign_binding_agreement.html?id=1260&lang=en&year=2018]
ACS, Actividades de Construccion y Servicios, S.A. press release, 14 March 2018 (Spanish) [https://www.abertis.com/media/relevants_facts/2018/03/14/HR%20ACS%20confirmaci%C3%B3n%20acuerdo%20ATL%20compra%20ABE_32Zjvtw.pdf]
Hochtief AG press release, 14 March 2018 [https://www.hochtief.com/hochtief_en/pdfservice/10093]
Approval by BoD announcement, 15 March 2018 (Spanish):
* ACS, Actividades de Construccion y Servicios, S.A. [https://www.abertis.com/media/relevants_facts/2018/03/15/Acuerdo%20ACS_VelVdVR.pdf]
* Atlantia SpA [https://www.abertis.com/media/relevants_facts/2018/03/15/Acuerdo%20ATL_ffZumXJ.pdf]
* Hochtief AG [https://www.abertis.com/media/relevants_facts/2018/03/15/Acuerdo%20Hochtief_NYXFSD9.pdf]
Tender offers acceptance period document, 19 March 2018 [https://www.abertis.com/media/relevants_facts/2018/03/19/Plazo%20aceptaci%C3%B3n%20OPA%20CNMV%20ENG.pdf]
Hochtief AG regulatory filing, 23 March 2018 (Spanish) [https://www.abertis.com/media/relevants_facts/2018/03/23/Hr%20Hochtief_rPy0wwj.pdf]
Atlantia SpA press release, 23 March 2018 [http://www.atlantia.it/en/area-stampa/-/page/content-Atlantia__ACS_and_Hochtief_have_executed_an_investment_agreement_and_other_ancillary_agreements.html?id=1272&lang=en]
Atlantia SpA press release, 23 March 2018 [http://www.atlantia.it/en/area-stampa/-/page/content-Exercise_of_call_option_on_part_or_all_of_investment_in_Cellnex_held_by_Abertis_.html?id=1270&lang=en]
CNMV regulatory announcement, 12 April 2018 [https://www.abertis.com/media/relevants_facts/2018/04/12/RF%20oferta%20modificada.pdf]
CNMV regulatory announcement, 03 August 2018 [https://perma.cc/936L-44G6]
Atlantia SpA press release, 29 October 2018 [http://www.atlantia.it/press/attachment.html?id=1792]
Gleiss Lutz press release, 31 October 2018 (German) [https://www.gleisslutz.com/de/aktuelles/mandate-kanzlei-news/Gleiss%20Lutz_Atlantia_Abertis.html]
Abertis Infraestructuras, S.A. annual report 2017 [https://www.abertis.com/media/quarterly_results/2017/Business%20Evolution%20FY%2017.pdf]
AT&T Inc has agreed to acquire T-Mobile USA Inc from Deutsche Telekom AG, for a total consideration of USD 39bn.
AT&T Inc, the listed US based entity headquartered in Dallas, Texas, is engaged in telecommunication businesses.
T-Mobile USA Inc, the US based company headquartered in Bellevue, Washington, is a national provider of wireless voice, messaging, and data services.
Deutsche Telekom AG, the listed Germany based company headquartered in Bonn, is an integrated telecommunications company.
Terms:
* AT&T agreed to pay USD 25bn in cash and USD 14bn in newly issued AT&T shares to Deutsche Telekom.
* The number of AT&T shares issued will be based on the AT&T share price during the 30-day period prior to closing, subject to a 7.5% collar.
* There is a one-year lock-up period during which Deutsche Telekom cannot sell shares.
* AT&T has the right to increase the portion of cash consideration by up to USD 4.2bn and accordingly reduce the equity consideration portion, so long as Deutsche Telekom receives at least a 5% equity ownership interest in AT&T.
* AT&T assumes no debt from T-Mobile USA or Deutsche Telekom; in the fourth quarter of 2010, T-Mobile USA received USD 5bn debt borrowings in exchange for an equity distribution made to Deutsche Telekom.
Financing:
* The cash portion of the purchase price will be financed with new debt and cash on AT&T’s balance sheet.
* AT&T has an 18-month commitment for a one-year unsecured bridge term facility underwritten by JP Morgan for USD 20bn.
Termination: A reverse breakup fee shall be paid under certain circumstances.
Rationale:
* The transaction will strengthen Deutsche Telekom’s position in Europe and will provide the German group with funding to reduce net debt by approximately EUR 13bn and to buy back about EUR 5bn of its own shares.
* The acquisition is in line with AT&T’s strategic plan to enhance its network capacity and expand 4G LTE infrastructure.
Post Deal Details:
* Deutsche Telekom will receive one seat in AT&T’s board of directors.
* The share issuance of AT&T will result in Deutsche Telekom holding approximately 8% in AT&T.
* The transaction is expected to be earnings accretive in the third year after closing.
* Pro-forma for 2010, this transaction increases AT&T’s total wireless revenues from USD 58.5bn to USD 80bn, and increases the percentage of AT&T’s total revenues from wireless, wireline data and managed services to approximately 80%.
* For Deutsche Telekom, the transaction after closure will provide amongst others a consolidation of the balance sheet. Pro forma the ratio for net debt to adjusted EBITDA in 2010 will be reduced to 1.9x from 2.2x, a reduction of 31%.
Expected Completion: In the first half of 2012.
Conditions:
* US regulatory approvals.
* Other customary closing conditions.
Background:
* Deutsche Telekom acquired T-Mobile USA from Providence Equity Partners at a USD 19bn enterprise value in 2000.
* Deutsche Telekom and France Telecom, the French telecommunication group, merged their UK subsidiaries T-Mobile (UK) Ltd and Orange UK to create Everything Everywhere in 2009.
UPDATED 04 May 2011: US Justice Department extending its review of this deal.
UPDATED 24 November 2011: AT&T Inc. and Deutsche Telekom AG withdrew the pending applications, after Federal Communications Commission (FCC) circulated a proposed order that would designate the sale of T-Mobile USA to AT&T for hearing.
UPDATED 19 December 2011: AT&T Inc has terminated this deal and will pay Deutsche Telekom a breakup fee of USD 4bn.
Source Links:
AT&T Inc deal announcement (20-Mar-2011) [http://www.mobilizeeverything.com/home.php]
Deutsche Telekom AG deal announcement (20-Mar-2011) [http://www.telekom.com/dtag/cms/content/dt/en/1005632]
T-Mobile USA Inc report fourth quarter 2010 (25-Feb-2011) [http://www.t-mobile.com/Cms/Files/Published/0000BDF20016F5DD010312E2BDE4AE9B/5657114502E70FF3012B5A79D454F2C8/file/TMUSQ42010PressReleaseFinalv2.pdf]
AT&T Inc 8-k filing (21-Mar-2011) [http://www.sec.gov/Archives/edgar/data/732717/000119312511072458/d8k.htm]
AT&T Inc EX-99.1 filing (21-Mar-2011) [http://www.sec.gov/Archives/edgar/data/732717/000119312511071855/dex991.htm]
AT&T Inc EX-2.1 filing: Stock Purchase Agreement (21-Mar-2011) [http://www.sec.gov/Archives/edgar/data/732717/000119312511072458/dex21.htm]
AT&T Inc EX-10.1 filing (21-Mar-2011) [http://www.sec.gov/Archives/edgar/data/732717/000119312511072458/dex101.htm]
AT&T Inc press release, 24 November 2011 [http://www.att.com/gen/press-room?pid=22077&cdvn=news&newsarticleid=33396&mapcode=financial]
Deutsche Telekom AG press release, 24 November 2011 [http://www.telekom.com/media/company/93182]
AT&T Inc press release, 19 December 2011 [http://www.att.com/gen/press-room?pid=22146&cdvn=news&newsarticleid=33560&mapcode=corporate|wireless-networks-general]
Holcim Ltd (HOLN) and Lafarge (LG), Swiss and French listed companies operating in the cement industry, announced the intention to combine the two companies through a merger of equals.
STRUCTURE
The deal will be structured as an all share public offer by Holcim under French law.
DEAL TERMS
LG ordinary shareholders will receive 1 HOLN ordinary shares for each LG ordinary share with an agreement to have equal dividends on a per share basis between announcement and completion.
The share ratio values 1 LG share at EUR 65.61 per share, based on HOLN closing price on 3 April 2014
* The offer represents a premium of 4.3% over LG’s share price of EUR 64.09 on 4 April 2014, last trading day prior to the pre-announcement.
* The offer represents a premium of 11.3% over LG’s share price of EUR 58.85 on 3 March 2014, 1 day prior to the pre-announcement.
The offer values the entire LG equity at EUR 18.9bn
MAJOR SHAREHOLDERS
As of 31 December 2013, LG main shareholders:
* Groupe Bruxelles Lambert: 20.9% of shares, 27.2% of voting rights
* NNS Holding Sarl: 13.9% of shares, 19.9% of voting rights
* Dodge & Cox: 7% of shares, 6.8% of voting rights
As of 31 December 2013, HOLN's main shareholders:
* Thomas Schmidheiny: 20.11% of shares
* Eurocement Holding: 10.82% of shares
* Harris Associates: 5.11% of shares
UNDERTAKINGS
Groupe Bruxelles Lambert, NNS Holding Sarl and Thomas Schmidheiny entered into agreements in support of the proposed combination.
POST DEAL
* Pro-forma shareholding structure post deal will be:
* Thomas Schmidheiny 11%
* Groupe Bruxelles Lambert 10%
* NNS Holding Sarl 7%
* Other HOLN shareholders 42%
* Other LG shareholders 30%
* In anticipation of regulatory requirements both companies will start a divestment process targeting around EUR 5bn of combined revenues. No country would account for more than c. 10% of combined revenues.
* The company will be listed in both Swiss and French stock exchange.
* Headquarters will be in Switzerland.
BACKGROUND/RATIONALE
* The combined group will be positioned in 90 countries around the world with a balanced exposure to both developed and high growth markets.
* Both companies combined sales amount to c. CHF 39bn / EUR 32bn and Ebitda to approximately CHF 8bn / EUR 6.5bn.
* Synergies will total more than CHF 1.7bn/EUR 1.4bn on a full run-rate basis phased in over three years with one third in year one.
* BoD of HOLN and LG unanimously approved the merger of equals.
CONDITIONS
* Various regulatory approvals. Main countries below:
* EC (Europe)
* HSR (USA)
* MOFCOM (China)
* Competition Bureau (Canada)
* CADE (Brazil)
* CC (South Africa)
* CCI (India)
* HOLN EGM Approval
* 2/3rd Acceptance level
UPDATES
* 07 July 2014 - Lafarge and Holcim announced [http://www.dealreporter.com/intelligence/displayopp.asp?id=1834539]a detailed asset disposals plan as part of the merger.
* 04 August 2014 - Lafarge and Holcim announced [http://www.holcim.com/no_cache/merger/print.html] details of proposed asset disposals in Brazil as part of their planned merger.
* 20 March 2015 - The Boards of Directors of Holcim and Lafarge announced that they reached an agreement on revised terms for the merger of equals. The new exchange ratio is: 9 Holcim shares for 10 Lafarge shares.
* Based on Holcim share price of CHF 75.8 and EUR/CHF of 1.065, the revised exchange ratio is equivalent to EUR 64.12 per 1 LG share.
* The offer represents a premium of 2.9% over LG’s share price of EUR 62.3 on 19 March 2015, last trading day prior to the pre-announcement.
* The offer represents no premium over LG’s share price of EUR 64.09 on 4 April 2014, last trading day prior to the pre-announcement.
* The offer represents a premium of 8.9% over LG’s share price of EUR 58.85 on 3 April 2014, 1 day prior to the pre-announcement.
* The offer values the entire LG equity at EUR 18.4bn.
* 23-Apr-15 - Ethos recommends rejecting the merger of Holcim and Lafarge at the general meeting on 8 May 2015.
* 05-May-15: Holcim has received a consent agreement from the Competition Bureau to sell all of its Canadian operations and associated assets as a part of this transaction.
* 8-May-15: Holcim shareholders approved all motions at the EGM
* 29-May-15: Lafarge/Holcim exchange offer approved today by French market regulator AMF
* 9-Jul-15: Offer final results: Holcim owns 87.46% of the share capital and 83.94% of the voting rights of Lafarge.
* 31-Jul-15: Hocim owns 96.41% of Lafarge share capital.
* 26-Oct-15: Squeeze out completed
SOURCE LINKS
LG Financial documents:
* FY14 Annual Report [http://www.lafarge.com/02182015-press_finance-Lafarge_Financial_Report_December_2014-uk.pdf]
* 3Q14 Interim Report [http://www.lafarge.com/11052014-press_finance-Lafarge_Financial_Report_September_2014-uk.pdf]
* FY13 Annual Report [http://www.lafarge.com/04022014-press_publication-2013_annual_report-uk.pdf]
Offer docs
* LafargeHolcim Merger of equals announcement, 7 April 2014 [http://lafargeholcim.projet-fusion.com/en/download/press-release-en.pdf]
* LafargeHolcim Merger of equals presentation, 7 April 2014 [http://lafargeholcim.projet-fusion.com/en/download/presentation-en.pdf]
* Announcement on revised offer terms, 20 March 2015 [http://www.holcim.com/fileadmin/templates/CORP/doc/LafargeHolcim/2015.03.20_PR_LafargeHolcim_EN.pdf]
* HOLN EGM approval, 8 May 2015 [http://www.holcim.com/fileadmin/templates/CORP/doc/LafargeHolcim/2015.05.08_EN_PR_LafargeHolcim_Holcim_EGM.pdf]
* Draft offer document, 11 May 2015 [http://merger.holcim.com/fileadmin/templates/MERGER/doc/AMF_150511_EN_Draft_Offer_Document.pdf]
* Lafarge's draft response document (French), 11 May 2015 [http://www.amf-france.org/Fiche-BDIF.html?isSearch=true&xtmc=du-11-05-2015-au-12-05-2015&lastSearchPage=http%3A%2F%2Fwww.amf-france.org%2FmagnoliaPublic%2Famf%2FResultat-de-recherche-BDIF.html%3FBDIF_TYPE_INFORMATION%3D%26INCLUDE_OBSOLESCENT%3Dfalse%26DATE_VIGUEUR_DEBUT%3D%26DATE_OBSOLESCENCE%3D12%26%2337%3B2F05%26%2337%3B2F2015%26DATE_PUBLICATION%3D11%26%2337%3B2F05%26%2337%3B2F2015%26BDIF_RAISON_SOCIALE%3D%26REFERENCE%3D%26BDIF_TYPE_OPERATION%3D%26DATE_VIGUEUR_FIN%3D%26TEXT%3D%26BDIF_TYPE_DOCUMENT%3D%26DOC_TYPE%3DBDIF%26BDIF_MARCHE%3D%26LANGUAGE%3Dfr%26subFormId%3Ddij%26RG_NUM_ARTICLE%3D%26RG_LIVRE%3D%26isSearch%3Dtrue%26BDIF_INSTRUMENT_FINANCIER%3D%26BDIF_NOM_PERSONNE%3D%26bdiftypeinformation%3DBdifTypeInformation%26%2337%3B3Bsourcestr12%26%2337%3B3Boffres%26%2343%3Bpubliques%26%2343%3Bd%26%2337%3B27acquisition%26%2337%3B3BOffres%26%2343%3Bpubliques%26%2343%3Bd%26%2337%3B27acquisition%26bdifJetonSociete%3D%26ORDER_BY%3DPERTINENCE&docId=8060C512_215C0608&xtcr=7]
* Holcim Registration document, 11 May 2015 [http://merger.holcim.com/fileadmin/templates/CORP/doc/LafargeHolcim/AMF_150511_EN_Registration_Document.pdf]
* Final offer document, 29 May 2015 [http://www.amf-france.org/technique/multimedia?docId=e1b85d10-a406-430c-b83e-b9d25f714a23&famille=BDIF&bdifId=8170C512_215C0718]
* Lafarge response document, 29 May 2015 [http://www.amf-france.org/technique/multimedia?docId=e5ef1b26-ba2e-486f-9ecb-fb1b154df932&famille=BDIF&bdifId=8170C512_215C0718]
* Lafarge announcement, 29 May 2015 [http://www.lafarge.com/mergerproject-05292015/05292015-press_finance-%20Availability_response_offer_document_Lafarge-en.pdf]
* Lafarge S.A. press release, 10 July 2015 [http://www.lafarge.com/mergerproject-07102015/07102015-press_finance-Lafarge_Holcim_complete_merger_create_LafargeHolcim-en.pdf]
* HolcimLafargem, Post offer results, 31 July 2015 [http://www.amf-france.org/Fiche-BDIF.html?isSearch=true&xtmc=du-31-07-2015-au-31-07-2015&lastSearchPage=http%3A%2F%2Fwww.amf-france.org%2FmagnoliaPublic%2Famf%2FResultat-de-recherche-BDIF.html%3FBDIF_TYPE_INFORMATION%3D%26BDIF_MARCHE%3D%26LANGUAGE%3Dfr%26INCLUDE_OBSOLESCENT%3Dfalse%26subFormId%3Ddij%26DATE_VIGUEUR_DEBUT%3D%26DATE_OBSOLESCENCE%3D31%26%2337%3B2F07%26%2337%3B2F2015%26DATE_PUBLICATION%3D31%26%2337%3B2F07%26%2337%3B2F2015%26RG_NUM_ARTICLE%3D%26BDIF_RAISON_SOCIALE%3D%26RG_LIVRE%3D%26REFERENCE%3D%26BDIF_TYPE_OPERATION%3D%26isSearch%3Dtrue%26DATE_VIGUEUR_FIN%3D%26BDIF_INSTRUMENT_FINANCIER%3D%26TEXT%3D%26BDIF_TYPE_DOCUMENT%3D%26BDIF_NOM_PERSONNE%3D%26bdiftypeinformation%3DBdifTypeInformation%26%2337%3B3Bsourcestr12%26%2337%3B3Boffres%26%2343%3Bpubliques%26%2343%3Bd%26%2337%3B27acquisition%26%2337%3B3BOffres%26%2343%3Bpubliques%26%2343%3Bd%26%2337%3B27acquisition%26DOC_TYPE%3DBDIF%26bdifJetonSociete%3D%26ORDER_BY%3DPERTINENCE&docId=6611C512_215C1166&xtcr=1]
PayPal Holdings Inc, the listed United States based Software-Financial Technology company engaged with payment processing solutions, is reportedly interested in acquiring Pinterest Inc, the listed local Software-Social Media company operating a platform for sharing images and media content.
The consideration is $38.86bn based on the possible cash offer price of $70 per share.
AstraZeneca Plc, the listed UK-based pharmaceutical and healthcare service provider engaged in the research, development, manufacture and marketing of prescription products has agreed to acquire Alexion Pharmaceuticals, Inc., the listed US-based biopharmaceutical company engaged in the discovery, development and delivery of biologic therapeutic products.
Terms:
* AstraZeneca will acquire 218,720,567 Alexion shares representing 100% stake in cash cum stock transaction as follows:
* AstraZeneca will pay a cash consideration of USD 60 per share.
* AstraZeneca will also issue 2.1243 American Depository Shares (ADs) for every 1 share of Alexion..
* Valuing at one day prior closing price of USD 54.27 per ADs of AstraZeneca, the total consideration is of USD 38.33bn.
* The deemed offer price of USD 175.28 represents
* A premium of 44.9% based on closing price of USD 120.98 as of 11 December 2020, one day prior to the announcement.
* A premium of 39.6% based on closing price of USD 125.60 as of 12 November 2020, one month prior to the announcement.
* If a superior offer were to emerge for Alexion, the company would be required to give AstraZeneca at least 4 business days to make adjustments to its current offer before Alexion’s board of directors could effect a change of recommendation of the deal.
Termination Fees:
* Alexion will be liable to pay a break fee of up to USD 1.18bn, or 3.07% based on the implied equity value of the deal to AstraZeneca in certain specified circumstances.
* AstraZeneca may be required to pay Alexion a break fee of USD 1.415bn in certain specified circumstances.
Termination Date: The termination date for the transaction is 12-Dec-2021, but it can be extended to 12-Mar-2022 under certain circumstances
Financing:
* AstraZeneca will fund the acquisition by entered into a new committed USD 17.5bn bridge-financing facility, provided by Morgan Stanley, J.P. Morgan Securities plc and Goldman Sachs.
Rationale:
* The transaction will enable AstraZeneca to enhance its presence in immunology and further enabling them to drive innovation that delivers life-changing medicines for more patients.
* The acquisition will also strengthens AstraZeneca's cash-flow generation, providing additional flexibility to reinvest in R&D and rapid debt reduction and further strengthening AstraZeneca's industry-leading growth, underpinned by its broad portfolio of medicines, which will enable the new company to bring innovative medicines to a broad range of healthcare practitioners in primary, speciality and highly specialised care
* The transaction will enable the combined companies to create a company with great strengths across a range of technology platforms and to expand their global footprint and broad coverage across primary, speciality and highly specialised care.
* The acquisition with AstraZeneca will help Alexion's R&D team to work on its pipeline of 11 molecules across more than 20 clinical-development programmes across the spectrum of indications, in rare diseases and beyond.
Post Deal Details:
* Alexion shareholders will own approximately 15% of the combined company.
* AstraZeneca intends to establish Boston, Massachusetts, US as its headquarters for rare diseases.
* Combined entity is expected to generate a double-digit average annual revenue growth through 2025.
* Two individuals from the Alexion board of directors will join the AstraZeneca board as directors.
Expected Completion:
* The transaction is expected to complete by Q3 2021.
Conditions:
* Receipt of regulatory clearances.
* Approval of shareholders of Alexion Pharmaceuticals, Inc.
* Approval of shareholders of AstraZeneca Plc
* London Stock Exchange approval.
* Customary closing conditions.
Background:
* Board of directors of both Alexion and AstraZeneca has approved the transaction.
* Alexion had reported revenues of USD 4.9bn in 2019 and USD USD 4.1bn in 2018. As of 30 September 2020, Alexion had gross assets of USD 17.5bn.
Source Links:
Alexion Pharmaceuticals, Inc. press release, 12 December 2020 [https://ir.alexion.com/node/22961/pdf]
AstraZeneca Plc press release, 14 December 2020 [https://www.astrazeneca.com/content/astraz/media-centre/press-releases/2020/astrazeneca-to-acquire-alexion.html]
AstraZeneca Plc stock exchange announcement, 14 December 2020 [https://www.londonstockexchange.com/news-article/AZN/astrazeneca-to-acquire-alexion-pharmaceuticals-inc/14790829]
Alexion Pharmaceuticals, Inc 10-Q form filed with SEC as of 29 October 2020 [https://www.sec.gov/ix?doc=/Archives/edgar/data/899866/000089986620000088/alxn-20200930.htm#i0d5a82e745ee4e76ad960f13bade03e7_13]
Alexion Pharmaceuticals, Inc. 10-K form filed with SEC as of 04 February 2020 [https://www.sec.gov/ix?doc=/Archives/edgar/data/899866/000089986620000012/alxn10k12312019.htm#s9E19FA6F371553E0B4D157B9F9578E71]
* Alexion Pharmaceuticals, Inc. 8-K form filed with SEC as of 14 December 2020 [https://www.sec.gov/ix?doc=/Archives/edgar/data/899866/000114036120028237/nc10017928x1_8k.htm]
* Exhibit 2.1 (AGREEMENT AND PLAN OF MERGER) [https://www.sec.gov/Archives/edgar/data/899866/000114036120028237/nc10017928x1_ex2-1.htm]
* Exhibit 99.1 (PRESS RELEASE) [https://www.sec.gov/Archives/edgar/data/899866/000114036120028237/nc10017928x1_ex99-1.htm]
AstraZeneca Plc 6-K form filed with SEC as of 14 December 2020 [https://www.sec.gov/Archives/edgar/data/901832/000165495420013484/a4622i.htm]
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