Category: take over

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Diversey Holdings sold for $4.6 billion

Diversey to be acquired by Solenis for $8.40 per share in cash

Solenis and Diversey Holdings (DSEY) announced they have entered into a definitive merger agreement under which Solenis will acquire Diversey in an all-cash transaction valued at an enterprise value of approximately $4.6B.

Diversey Holdings, Ltd. provides infection prevention and cleaning solutions worldwide. It operates in two segments, Institutional, and Food & Beverage. 

Upon completion of the merger, Diversey will become a private company.

Under the terms of the agreement, Diversey shareholders — other than shareholders affiliated with Bain Capital Private Equity — will receive $8.40 per share in cash, which represents a premium of approximately 41.0% over Diversey’s closing share price on March 7, 2023, the last full trading day prior to the transaction announcement, and a premium of approximately 59.0% over Diversey’s 90-day volume-weighted average price.

Bain Capital will receive $7.84 per share in cash and will rollover a portion of its shares of Diversey into an affiliate of Solenis in exchange for common and preferred units of such affiliate.

Headquartered in Wilmington, Delaware, Solenis is a manufacturer of specialty chemicals used in water-intensive industries, which was acquired by Platinum Equity in 2021.

“The merger presents a unique opportunity to enhance value and create a more diversified business with increased scale, broader global reach, and superior customer service capabilities. It will enable the combined company to grow and provide a number of attractive cross-selling opportunities, including meeting increasing customer demand for water management, cleaning and hygiene solutions,” said Phil Wieland, Chief Executive Officer of Diversey.

Solenis CEO John Panichella will lead the combined company following the transition and integration.

Diversey’s Board of Directors formed the Special Committee to evaluate and negotiate the transaction with the assistance of independent financial and legal advisors.

Following this process, the Special Committee unanimously determined that the transaction with Solenis is in the best interests of Diversey and its shareholders, and, acting upon unanimous recommendation by the Special Committee, the Diversey Board of Directors unanimously approved the merger and recommended that Diversey shareholders vote in favor of the merger.

The Special Committee negotiated the terms of the merger agreement with assistance from its independent financial and legal advisors.

In connection with the transaction, Solenis has entered into a support agreement with Bain Capital, pursuant to which Bain Capital has agreed to vote all of its Diversey shares — which represent approximately 73% of Diversey’s outstanding shares — in favor of the transaction, subject to certain terms and conditions set forth therein.

Solenis intends to finance the transaction with a combination of committed debt and equity financing, including the contribution by Bain Capital.

The merger is expected to be completed in the second half of 2023, subject to the satisfaction of customary closing conditions, including approval by Diversey shareholders holding a majority of the outstanding shares of the Company and receipt of regulatory approvals.

Upon closing of the transaction, Diversey’s ordinary shares will no longer be listed on any public market.

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Horizon Therapeutics sold for $28.3 billion

Amgen to acquire Horizon Therapeutics for $116.50 per share in cash

The board of directors of Horizon Therapeutics (HZNP) and the board of directors of Amgen (AMGN) announced that they have reached agreement on the terms of a cash offer for the company by Pillartree, a newly formed private limited company wholly owned by Amgen, which is unanimously recommended by the company board and pursuant to which acquirer sub will acquire the entire issued and to be issued ordinary share capital of the company.

Under the terms of the acquisition, each company shareholder at the Scheme Record Time will be entitled to receive: $116.50 for each Company Share in cash.

The acquisition represents: a premium of approximately 47.9% to the closing price of $78.76 per company share on November 29 and a premium of approximately 19.7% to the closing price of $97.29 per company share on December 9.

The acquisition values the entire issued and to be issued ordinary share capital of the company at approximately $27.8B on a fully diluted basis and implies an enterprise value of approximately $28.3B.

Amgen has entered into a Bridge Credit Agreement, dated December 12, for an aggregate amount of $28.5B.

Having taken into account the relevant factors and applicable risks, the company board, which has been so advised by Morgan Stanley, which as financial advisor to the company board has rendered a fairness opinion, considers the terms of the acquisition as set out in this announcement to be fair and reasonable.

In providing its advice to the company board, Morgan Stanley has taken into account the commercial assessments of the company directors.

The company board has unanimously determined that the transaction agreement and the transactions, including the scheme, are advisable for, fair to and in the best interests of, the company shareholders.

Accordingly, the company board unanimously recommends that company shareholders vote in favor of the scheme meeting resolution and the Required EGM Resolutions, or, if the acquisition is implemented by a takeover offer, accept or procure acceptance of such takeover offer.

It is agreed that the acquisition will be implemented by way of an Irish High Court-sanctioned scheme of arrangement under Chapter 1 of Part 9 of the Irish Companies Act.

The acquisition will be subject to the satisfaction or waiver of the conditions, which are set out in full in Appendix 3 to this announcement, including, in summary: the requisite approval by company shareholders of the scheme meeting resolution and the required EGM Resolutions; the sanction of the scheme by the Irish High Court and the receipt of required antitrust clearances in the United States, Austria and Germany and the receipt of required foreign investment clearances in France, Germany, Denmark and Italy.

It is expected that the scheme document, containing further information about the acquisition and notices of the scheme meeting and the EGM, the expected timetable for completion and action to be taken by company shareholders, will be published as soon as practicable.

It is anticipated that the scheme will, subject to obtaining the necessary regulatory approvals, be declared effective in the first half of 2023. An expected timetable of key events relating to the acquisition will be provided in the scheme document.

Horizon Therapeutics Public Limited Company is an Irish biotechnology company, It focuses on the discovery, development, and commercialization of medicines that address critical needs for people impacted by rare, autoimmune, and severe inflammatory diseases. Its portfolio comprises 12 medicines in the areas of rare diseases, gout, ophthalmology, and inflammation.

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Vivint Smart Home sold for $2.8B

NRG Energy to acquire Vivint Smart Home for $12 per share, or $2.8B cash

NRG Energy (NRG) and Vivint Smart Home (VVNT) announced they have entered into a definitive agreement under which NRG will acquire Vivint for $12 per share or $2.8B in an all-cash transaction with an implied multiple of 6.3x run-rate Enterprise Value to Adjusted EBITDA. The agreement has been unanimously approved by the boards of directors of both companies.

Vivint Smart Home engages in the sale, installation, servicing, and monitoring of smart home and security systems primarily in the United States and Canada. The company’s smart home platform includes cloud-enabled smart home operating systems; AI-driven smart home automation and assistance software; software-enabled smart home devices; and tech-enabled services to educate, manage, and support the smart home. 

NRG Energy operates as an integrated power company in the United States. 

NRG will acquire 100% of the outstanding equity of Vivint for a total transaction value of $5.2B, which consists of approximately $2.8B in cash and the assumption of $2.4B of debt (net of cash), which benefits from attractive terms and pricing.

This consideration represents a premium of approximately 33% to Vivint’s closing share price on December 5, 2022.

NRG’s capital allocation strategy will continue to opportunistically balance its growth, return of capital, and balance sheet objectives.

NRG intends to complete its existing $1 billion share repurchase program over the near term, of which $360 million was remaining as of November 30, 2022.

In 2023, NRG expects to use its excess free cash flow to fund the Vivint acquisition, reduce acquisition-related debt, and maintain its common stock dividend growth policy.

In 2024, the Company intends to return to its 50% return of capital / 50% growth capital allocation policy.

NRG remains highly committed to its dividend growth policy, which remains unchanged from previous guidance.

Management remains committed to maintaining its strong balance sheet and credit ratings.

The Company expects to achieve its investment grade credit metrics target of 2.50-2.75x Net Debt / Adjusted EBITDA by late 2025 to 2026 through the combination of debt reduction and growth.

The transaction is expected to close in the first quarter of 2023 and is subject to customary closing conditions, including the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. Upon completion of the transaction, NRG intends to maintain a significant presence in Utah.

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Mirati Theraputics shares jump on take over rumors!

Mirati Therapeutics shares are up 20% on heavy trading volume

Mirati Therapeutics (MRTX) is attracting fresh takeover interest from large pharma companies, sources tell Bloomberg’s Michelle Davis and Dinesh Nair.

Mirati Therapeutics, Inc. is a clinical-stage oncology company. It develops product candidates to address the genetic and immunological promoters of cancer in the United States.

The company develops MRTX849, a KRAS G12C inhibitor, which is in Phase 1/2 clinical trial for treating non-small cell lung (NSCL), colorectal, pancreatic, and other cancers; and Sitravatinib, an investigational spectrum-selective kinase inhibitor that is in Phase 3 clinical trial for the treatment of NSCL cancer, as well as a KRAS G12D inhibitor program, which is in preclinical development. It has a collaboration and license agreement with BeiGene, Ltd. to develop, manufacture, and commercialize sitravatinib.

Sitravatinib

Sitravatinib (MGCD516) is an orally-available, small molecule inhibitor of a closely related spectrum of receptor tyrosine kinases (RTKs) including MET, TAM (Tyro3, AXL, MERTK) family, VEGFR family, PDGFR family, KIT, FLT3, TRK family, RET, DDR2, and selected EPH family members. Nivolumab is a human IgG monoclonal antibody that binds to the PD-1 receptor and selectively blocks the interaction with its ligands PD-L1 and PD-L2, thereby releasing PD-1 pathway mediated inhibition of the immune response, including anti-tumor immune response. RTKs have been implicated in mediating an immunosuppressive tumor microenvironment, which has emerged as a potential resistance mechanism to checkpoint inhibitor therapy. Inhibition of these RTKs by sitravatinib may augment anti-tumor immune response and improve outcomes by overcoming resistance to checkpoint inhibitor therapy.

On November 8th, Mirati Therapeutics (MRTX) reported a 3rd Quarter September 2022 loss of $3.09 per share on revenue of $5.4 million. The consensus estimate was a loss of $3.46 per share on revenue of $4.6 million.

The stock has a 52-week trading range of $32.96 to $154.17. Shares last traded at $89.50.

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Kroger in talks to buy Albertsons

Kroger in talks to acquire Albertsons in all-cash deal, CNBC says

Kroger (KR) is in talks to buy Albertsons (ACI) in an all-cash deal that it hopes can be announced as soon as tomorrow morning, CNBC’s David Faber reported on-air, citing his sources. He could not learn of the deal price being discussed, Faber noted. Earlier, Bloomberg also reported earlier that Kroger is in discussions to merge with Albertsons.

Shares of Albertsons (ACI) are up $2.45, or 10%, to $28.12 after both CNBC and Bloomberg said the grocer is in talks to merge with industry peer Kroger (KR), whose shares are down about 1% to $45.53.

Kroger (KR) is in discussions to merger with Albertsons (ACI), Bloomberg’s Michelle Davis reports. According to people familiar with the matter, an agreement could be reached as soon as this week, but caution that no final decisions have been made.

Albertsons Companies, Inc. engages in the operation of food and drug stores in the United States. As of February 26, 2022, it operated 2,276 stores under various banners, including Albertsons, Safeway, Vons, Pavilions, Randalls, Tom Thumb, Carrs, Jewel-Osco, Acme, Shaw’s, Star Market, United Supermarkets, Market Street, Haggen, Kings Food Markets, and Balducci’s Food Lovers Market; and 1,722 pharmacies, 1,317 in-store branded coffee shops, 402 adjacent fuel centers, 22 distribution centers, and 20 manufacturing facilities.

The Kroger Co. operates as a retailer in the United States. The company operates combination food and drug stores, multi-department stores, marketplace stores, and price impact warehouses. As of January 29, 2022, the company operated 2,726 supermarkets under various banner names in 35 states and the District of Columbia.

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ForgeRock sold for $2.3 billion

ForgeRock to be acquired by Thoma Bravo for $23.25 per share in cash

ForgeRock announced that it has entered into a definitive agreement to be acquired by Thoma Bravo for $23.25 per share, in an all-cash transaction valued at approximately $2.3B.

The offer represents a premium of approximately 53% over ForgeRock’s closing share price on October 10, the last full trading day prior to the transaction announcement, and a premium of approximately 44% over the volume weighted average price of ForgeRock stock for the 30 days ending October 10.

The transaction, which was unanimously approved by the ForgeRock board of directors, is currently expected to close in the first half of 2023, subject to customary closing conditions, including approval by ForgeRock’s shareholders and the receipt of required regulatory approvals.

ForgeRock, Inc. operates a digital identity platform to secure, manage, and govern the identities of customers, employees, partners, application programing interfaces (APIs), microservices, devices, and the Internet of things worldwide. It offers identity management products to automate onboarding/registration and progressive profiling, identity lifecycle and relationship management, identity provisioning and synchronization, user self-service, personalization, delegation, and privacy and consent management. 

Upon completion of the transaction, ForgeRock’s common stock will no longer be publicly listed and ForgeRock will become a privately held company.

FORG is up $7.38 to $22.53.

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Musk offers to buy Twitter at original price!

Twitter jumps after Musk offers deal on original terms

Tesla (TSLA) CEO Elon Musk is proposing to buy Twitter (TWTR) for the original offer price of $54.20 per share, Jeff Feeley and Ed Hammond of Bloomberg reports, citing people familiar with the matter.

Elon Musk

Musk made the proposal in a letter to Twitter, sources told Bloomberg. Shares of Tesla (TSLA) moved well off their highs after Bloomberg reported, and CNBC followed, that its CEO Elon Musk is proposing to buy Twitter (TWTR) for the original offer price of $54.20 per share. Shares of Twitter are halted at $47.93 pending news while Tesla shares paired their gains to up about 2% to $247.29.

Tesla (TSLA) CEO Elon Musk has offered to close his acquisition of Twitter (TWTR) on the terms he originally agreed to, Cara Lombardo and Dana Cimilluca of WSJ report, citing a person familiar with the matter.

Musk’s lawyers communicated the proposal to Twitter’s lawyers overnight Monday and filed a letter confidentially with the Delaware Chancery Court ahead of an emergency hearing on the matter Tuesday, the person said.

The two sides are discussing how to ensure the deal can be closed, according to Lombardo and Cimilluca. The judge overseeing the case requested they come back to her by the end of the day with a potential plan that would allow the litigation to be dropped, a source told the Journal.

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AppLovin offers to buy Unity!

 ironSource drops as AppLovin’s Unity bid contingent on ironSource deal exit

Shares of ironSource (IS) are down 12%, to $4.16 in Tuesday morning trading after AppLovin (APP) announced it has submitted a non-binding proposal to the board of directors of Unity Software (U) to combine AppLovin with Unity in a stock-based transaction.

Under the terms offered, current Unity shareholders would receive approximately 55% of the outstanding shares of the combined company, with the Class A shares representing approximately 49% of the outstanding voting rights of the combined company.

AppLovin, which markets software platforms for app developers to help them find customers and bring in revenue, is offering gaming platform Unity an alternative to its recently announced a deal to buy IronSource.

The all-stock merger consideration payable in a mix of AppLovin Class A and Class C common stock would value Unity at $58.85 per share and $20B enterprise value, representing a 48% premium to the Unity share price as of July 12 and 18% to yesterday’s closing price based on the closing price of AppLovin’s Class A common stock on August 8, AppLovin stated.

The execution of a definitive merger agreement between AppLovin and Unity would be subject to approval by each company’s board of directors, the termination of the proposed acquisition of ironSource LTD, and other customary signing conditions, the company noted.

Previously, on July 13, Unity and ironSource had announced that they entered into a definitive agreement under which ironSource will merge into a wholly-owned subsidiary of Unity via an all-stock deal, where each ordinary share of ironSource will be exchanged for 0.1089 shares of Unity common stock.

Under the terms of that deal, current Unity stockholders will own approximately 73.5% and current ironSource shareholders will own approximately 26.5% of the combined company.

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