CTFN's Daily Newsletter
HBRN:ID
Target/Acquirer: Hibernia REIT plc (HBRN:ID)/Brookfield Asset Management (BAM)
Announced: March 25, 2022
Terms: €1.634 per share, all-cash (cum dividend)
Implied Equity Value: €1,089
Premium: 35.6% to March 24 close unaffected
Regulatory Conditions: Irish Takeover Panel, EU Merger Regulation
CTFN Enforceability Rating: N/A
Shareholder Votes: Hibernia REIT shareholders, 75% majority approval
Closing Guidance: Late Q2 2022
Outside Date: September 25, 2022
Termination Fee & Reverse Termination Fee:
Financing: Cash consideration payable under the terms of the Acquisition will be funded through a combination of equity financing drawn from the Brookfield Funds as well as an acquisition facility provided to Bidco by Goldman Sachs Bank USA, JPMorgan Chase Bank, N.A., London Branch and Société Général, London Branch,
Target Jurisdiction: Ireland
Target Advisors: A&L Goodbody LLP is acting as legal adviser to Hibernia REIT.
Acquirer Advisors: Kirkland & Ellis LLP and Arthur Cox LLP are acting as legal advisers to Brookfield and Bidco.
Commentary: Hibernia REIT owns and develops property and specializes in Dublin city center offices.
Shaw Communications, Rogers Communications
Shaw Communications stated the Canadian Radio-television and Telecommunications Commission has approved its deal with Rogers Communications, an important milestone for both companies to combine successfully.
Shaw CEO Brad Shaw called the approval “a critical milestone in the journey” toward final regulatory clearance of the transaction and a deal close which the companies expect to occur in the first half of 2022.
Shaw also stated, “The transaction remains subject to other customary closing conditions including approvals from the Competition Bureau and Innovation, Science and Economic Development Canada. Shaw and Rogers continue to work cooperatively and constructively in order to secure the requisite approvals.”
https:--www.sec.gov-Archives-edgar-data-932872-000119312522084157-d314702d6k.htm...
Cybersecurity, CMA
The UK CMA has referred NortonLifeLock’s pending acquisition of Avast to a Phase 2 review, according to a notice released by the regulator today.
The CMA stated that the transaction “may be expected to result in a substantial lessening of competition within a market or markets in the United Kingdom for goods or services.”
HMHC
A source told CTFN that Houghton Mifflin Harcourt’s proposed acquisition of Veritas Capital showed no indication that the deal will not complete as planned. The source stated that they have had contact with “hedge funds, arbs, and traditional shareholders,” and said that there was not a lot of receptivity to the arguments of the objecting shareholders to the deal.
https:--ctfn.news-news-mar-24-2022-hmhc-700329...
Xerox
XRX
Technology, Shareholder Activism
Xerox announced the departure of Chair Keith Cozza and director Cheryl Krongard from the company’s board of directors.
Neither director will stand for reelection at the 2022 annual meeting on May 19.
https:--investors.xerox.com-node-26161-html...
Investors Bancorp, Citizens Financial Group
Citizens Financial and Investors Bancorp announced that they have received all the regulatory approvals needed to close their transaction.
The deal received Federal Reserve approval earlier this week and has now received clearance by the OCC.
The companies expect to close the transaction by mid-April 2022.
HSV:LN
Brookfield Asset Management is exploring a potential takeover of HomeServe. “There can be no certainty that an offer will be made nor as to the terms on which any such offer might be made,” Brookfield said in a statement on Thursday.
HomeServe stated the company has not received an approach from Brookfield in relation to a possible acquisition.
BBBY
Retail, Shareholder Activism
Bed, Bath & Beyond announced a cooperation agreement with activist investor Ryan Cohen and RC Ventures that includes the appointment of three new directors to the company’s board.
The new directors are Marjorie L. Bowen, Shelly C. Lombard, and Ben Rosenzweig.
The board will temporarily expand to 14 members and revert back to 11 following the company’s annual meeting.
The announcement also stated that Bowen and Rosenweig would join a strategic committee to explore alternatives.
QUOT
Communications, Shareholder Activism
Quotient Technology has announced that CEO Steven Boal will be stepping down and will be replaced by current CTO, Matthew Krepsik. This comes after activist investor Engaged Capital, which holds a 6.5% stake in the company, nominated two directors to the companies board in an attempt to replace the CEO and CFO.
WBA
Retail, Asset Sale
Apollo Global Management is reportedly working with banks to potentially fund a £6 billion ($7.91 billion) bid for Boots, Sky News reported.
Bank of America, Credit Suisse, and Royal Bank of Canada are among the banks that are in talks with the firm.
https:--news.sky.com-story-apollo-lines-up-banks-to-finance-6bn-takeover-bid-for-boots-12574119...
Latest Reporting From CTFN:
Thursday, March 24th, 2022
Despite Turbulence, Houghton Mifflin Buyout May See Glidepath to Completion
Notwithstanding vocal complaints from a variety of investors, a source familiar with... Read More
Wednesday, March 23rd, 2022
The European Commission unit set to review Microsoft’s acquisition of Activision Blizzard... Read More
Monday, March 21st, 2022
PPL’s Pursuit of Narragansett Electric from National Grid Complicated, but Likely Not Troubled
PPL Corporation, whose $5.3 billion deal to acquire Narragansett Electric from National... Read More
II-VI had an investor presentation and discussed future growth as well as their proposed acquisition of Coherent. The company stated the deal still requires regulatory approval; and customary closing conditions. The right to terminate commences on September 26, 2022.
https:--www.sec.gov-Archives-edgar-data-820318-000119312522083438-d334919dex991.htm...
Telenet, Digital Bridge Group
DigitalBridge announced that it is acquiring Telenet’s mobile telecom tower business for €745 million, or $820 million.
The companies expect the transaction to close in the second quarter of 2022.
Netflix
NFLX
Gaming
Netflix is acquiring mobile game developer, Boss Fight Entertainment, as the company continues to target growth in the gaming sector as a priority.
https:--about.netflix.com-en-news-game-developer-boss-fight-entertainment-joins-netflix...
Healthcare, Shareholder Vote
Apria shareholders approved the company’s proposed acquisition by Owens & Minor.
https:--www.sec.gov-ix?doc=-Archives-edgar-data-1735803-000119312522083985-d335635d8k.htm...
CyrusOne
CONE
Digital Infrastructure, Closing Guidance
CyrusOne’s takeover by KKR and Global Infrastructure is set to close today, according to a trading halt notice.
CyrusOne’s stock halted trading at 8 p.m. last night.
https:--www.nasdaqtrader.com-TraderNews.aspx?id=ECA2022-55...
NTS ASA announced that SalMar sent a takeover offer for the company on March 17.
The board is recommending that the company’s shareholders accept the offer.
The board further states that it engaged Pareto Securities AS to assess the bid.
Utilities, State Public Utility Commissions
Robert W. Welkos: A federal bankruptcy judge in Houston has been selected to mediate a legal dispute stemming from 2021’s deadly ice storms in Texas that forced the state’s largest electric power co-op to file for Chapter 11.
US Bankruptcy Judge Marvin Isgur will oversee the mediation efforts between the Brazos Electric Power Cooperative and the Electric Reliability Council of Texas (ERCOT), which manages the flow of electric power to more than 26 million Texas customers and represents about 90 percent of the state’s electric load.
Brazos filed for Chapter 11 in March, 2021, upon receiving a $1.9 billion power bill from ERCOT after the February storms resulted in widespread blackouts, numerous deaths, billions of dollars in damages, and more than 170 lawsuits and bankruptcies.
A recent trial in federal court in Houston was suspended when the parties agreed to mediate their dispute.
The mediation efforts are scheduled to conclude by April 25, unless extended by agreement of each of the parties or ordered by the court. Judge Isgur has discretion as to the timing means and methods of the mediation. The Public Utility Commission of Texas has agreed to participate in the mediation.
https:--ecf.txsb.uscourts.gov-doc1-178147980360...
European Commission, Tech Platforms
The European Parliament and Council negotiators provisionally agreed on the text of a “Digital Markets Act” legislation designed to enhance market investigations and sanctions against large online platforms, the Parliament announced yesterday.
The Act specifically targets “unfair practices” of search engines, large messaging services, and targeted advertising.
The legislation’s text states that if companies violate these rules “the Commission can impose fines of up to 10% of its total worldwide turnover in the preceding financial year, and 20% in case of repeated infringements. In case of systematic infringements, the Commission may ban them from acquiring other companies for a certain time.”
The European Commission released a statement welcoming the new act.
“This regulation, together with strong competition law enforcement, will bring fairer conditions to consumers and businesses for many digital services across the EU,” the EC’s Executive Vice-President Margrethe Vestager said.
https:--ec.europa.eu-commission-presscorner-detail-en-IP-22-1978...
CMA
The UK’s CMA updated their 2022-2023 annual plan with heavy focus on M&A. The agency stated, “The volume of complex, multinational merger and antitrust cases, often with a digital focus, continues to grow.”
The announcement also stated that the authority “will continue to investigate mergers to ensure that consumers across the UK do not lose out as a result of more concentrated market structures, which can lead to poorer outcomes.”