New Big Deals Flashcards
2017 Megadeals
Williams / Williams Partners (1/9/17) Essilor / Luxxotica (1/16/17) J+J / Actelion (1/26/17) Reckitt / Mead Johnson (2/1/17) KHC / Unilever (2/17/17) (withdrawn) Vale / Valepor (2/20/17) PPG / Akzo Nobel (3/9/17) (withdrawn) Intel / Mobileye (3/13/17) Vodafone / Idea Cellular (3/20/17) Cenovus / ConocoPhillips Canadian Assets (3/29/17) Becton Dickinson / CR Bard (4/23/17) LVMH / Arnault (4/25/17) Atlantia/Albertis (5/15/17) Huntsman/Clariant (5/22/17) CIC/Logicor (6/2/17) Amazon/Whole Foods (6/16/17) China Vanke-led consortium/GLP (7/14/17) Discovery/Scripps (7/31/17) Sempra/Energy Future Holdings (8/21/17) China Unicom/HK sub stake 32 to 54% (8/22/17) Gilead/Kite (8/28/17) UT/Rockwell (9/4/17) Bain-led consortium/Toshiba chips (9/20/17) Hochtief/Albertis (10/18/17) Emerson/Rockwell (10/31/17) Broadcom/Qualcomm (11/6/17)
Engia / Innogy ($20bn, rumored March)
Intelsat / Oneweb
SK Hynix / Toshiba Chips Unit (3/29/2017 bid)
J+J / Actelion
January 26, 2017 Lazard advised (Ken, Jeffrey, Gluckman, Bachmann)
All-cash offer of $280 (payable in USD) and 1 share of Idorsia listed on SIX; retail shareholders (hold shares through swiss account and fewer than 1k shares) may receive CHF through a wholesale exchange facility
Immediately accretive
Increase org growth +1% topline +1-2% EPS gr
Aligns with Janssen Pharma strategy
Extends Actelion geographic reach
Allowed deployment of JJ overseas cash
Sanofi competing bidder
Spin of Actelion’s early-stage R+D, named “Idorsia”, with JJ holding 16% and issuing convertible note with right to additional 16%
Actelion PAH (pulmonary arterial hypertension)
Alex Gorsky Chair/CEO of JJ
Jean Pierre Garnier Chair Actelion
Jean-Paul Clozel CEO and founder/scientist of Actelion
Q217 close expected
Nov 25 2016 Actelion confirms approach from JJ
Dec 14 2016 Actelion confirms JJ out, other party in
Dec 16 2016 gets favorable ruling for drug
Dec 21 2016 Actelion confirms JJ exclusive
Jan 26 2017 announcement
Jun 16 2017 closing
JJ Lazard and Citi on certain financial matters
Actelion BAML and CS also providing financial advice
Clariant/Huntsman
May 22, 2017
Both specialty chemicals companies
All-stock nil-premium merger (based on prices on the 19th of May)
$400m synergies
Clariant shareholders 52%
CEO Peter Huntsman, Chairman Clariant’s Hariolf Kottman; equal rep on board
Dual direct listings on NYSE and SIX, pursuing indexation on both
Targeting close by year-end 2017
IFRS filing of 10-Ks and Qs
Huntsman IPO of Venator (pigments and additives) to go forward as previously announced
Only “strong transaction commitment” from family shareholders on both sides (Huntsman family owned ~14% of H, C ??)
Huntsman tried to combine with Hexion in 2006 but 07 market collapse tore that up. There was a lawsuit
Clariant Citi UBS
Huntsman BAML Moelis
Essilor/Luxotica
16 January 2017
All-stock merger of largest pure-play eyewear companies
Essilor (French) strong in manufacturing and lenses, Luxottica (Italian) in retailing and frames
Luxottica’s Leonardo del Vecchio Executive Chair and CEO, and Executive Chairman of Essilor
Essilor’s Hubert Sagnieres Executive Vice-Chair, Deputy CEO, and CEO of Essilor International
Equal board representation
2 Luxottica CEOs resigned in 2014 - this deal addressed succession
Luxottica 4th-largest Italian public company at the time. Largest acquisition of Italian company ever. Followed ChemChinna acq Pirelli and HedelbergCement acquisition of Italcementi, before owned by the Pesenti family. Makes frames for Armani, Chanel, Prada. Owned Lenscrafters, Pearle Vision, Sunglass Hut
Roughly 1/3 each lenses, retail, wholesale pro forma. Combined ~27% global share; J+J next at 4%!
Del Vecchio to own 31% of combined company and accept standstill. Overall split 50/50
4 years of talks!
Citigroup and Rothschild advised Essilor, Mediobanca advised Delfin
Gilead / Kite
August 28 2017
Gilead diversifying away from successful Hep C treatments
Kite early leader in cellular therapy for cancer, which involves extracting immune cells and “training” them to attack cancer. Non-hodgkins lymphoma, a rare blood cancer, first target. Not yet approved at time of transaction
All-cash offer, tender offer. Huge premium. $180/share accepted, bumped twice from initial $127/share
BAML, Lazard advised Gilead, whose head of M&A was Andy Dickinson. Centerview advised Kite
Discovery/Scripps
July 31, 2017
70/30 cash and stock, stock subject to collar
80/20 PF ownership
Scripps Malone-controlled
Two television channel companies, together #1 in female-skewing ad revenue
Maintain IG
$350m synergies
CVS/Aetna
Dec 3 2017
207/share, with 145 in cash; 27% premium to unaffected and 30% to 52wk high
70/30 cash and stock
78/22 ownership, 3 Aetna directors to join 12 existing directors on CVS board
CVS: Barclays, GS, Centerview board, BAML financing // Shearman & Sterling, Dechert, McDermott Will & Emery
Aetna: Lazard, Allen & Co, DPW // Evercore and Simpson Thatcher board
Broadcom/Qualcomm
Nov 6 2017
130bn assuming NXP acquisition
70/sh, 60 in cash
85/15 cash/stock
28% premium to unaffected (Nov 2)
No financing condition, highly confident letters
IG rating
Previously announced redomiciliation of Broad
Silver lake 5bn preferred
Proposal stands w/ or w/o NXP
Creates #2 chip player (Intel, Samsung); Broadcom #6, Qualcomm #4, NXP #8
Qualcomm cellular focus
Dec 3 - Broadcom proposes full slate of 11 directors to replace Qualcomm board, 5 days before nomination deadline
Reckitt Benckiser / Mead Johnson
10 Feb 2017
$90/share, all cash
29% premium to unaffected (leaked 1 Feb)
$17.9bn, 17.4x EBITDA
£200m synergies, 2.25x cost to achieve
“accretive first full year in adjusted diluted EPS, double-digit in third year”
maintain “strong IG”
ROIC>WACC by year 5
RB: Robey Warshaw, BAML, DB, HSBC (first two joint leads)
Mead Johnson: GS and MS
UT / Rockwell Collins
Sep 4, 2017
$30bn EV
$140/share, $93.33 in cash and $46.67 in UT stock subject to 7.5% collar centered on Aug 22 share price
$500m cost savings on $8bn sales (~6.25% of sales)
UT MS
Rockwell Collins JPM and Citi
