Big Deals Flashcards

Question

Bayer / Monsanto

Answer 1

Largest all-cash deal to date

Answer 2

``` January 26, 2017 Lazard advised (Ken, Jeffrey, Gluckman, Bachmann) ``` All-cash offer 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%

Answer 3

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

Answer 4

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

Answer 5

January 19, 2017 Both French aerospace suppliers: Safran engines, Zodiac seats and toilets Safran paying special dividend in connection with merger Zodiac shareholders first tender, then vote on merger. To allow Zodiac families, french government, and institutional shareholders to stay on. Forced people to take part EUR200m synergies Public tender offer, all-cash, at 26% premium to unaffected, 36% 3-month VWAP TCI opposed the deal. Zodiac continued to revise guidance downwards. In late May 2017, Safran and Zodiac announced that the deal terms would be revised downward Crazy situation

Answer 6

After Mylan bid for Perrigo in 2015, and Perrigo fended them off, Perrigo's share price halved On 7 Feb 2017, Perrigo agreed to give Starboard half the board Starboard wrote a letter to Perrigo Sep 11 2016

Answer 7

Dec 15 2014 Activist Jana drove the sale Delaware court ruling on process for appraisal (said it was fair; PetCo couldn't bid, no other strategics did, 27 PE firms contacted etc.) Turnaround CEO Mike Massey (previously of Collective Brands, parent of Payless ShoeSource) has done a great job with the business so far Returned $800m to investors in Feb 2016

Answer 8

Mylan attempted to acquire Perrigo (based in Dublin, Ireland) Cash and stock offer Mylan trying to escape Teva (and did) Tender rejected by shareholders April 8, 2015 - Initial bid April 21 - Teva bids for Mylan; Mylan and Perrigo boards reject bids April 29 - Mylan improves offer for Perrigo May 1 - Mylan sues K&E over Teva June 19 - Teva announces it has a ~5% stake in Mylan July 23 - Mylan uses stichting to defend itself. Teva drops pursuit and buys Allergan generics Sep 17 - Perrigo publishes letter urging shareholders not to accept; countersuits aplenty Oct 22 - Perrigo announces SBB and standalone plan (layoffs, disposal of vitamins/minerals biz) Nov 3 - FTC approves purchase conditioned on sale of 7 Mylan generics Nov 9 - Perrigo again urges shareholders to say no Nov 13 - Mylan falls 12% short of the number of tendering shareholders Teva: Barclays, Greenhill, K&E (switched to S&C) Mylan: Goldman and Cravath Perrigo: MS and JPM

Answer 9

RMT to form DXC, announced May 24, 2016

Answer 10

6 June 2017 All-cash, $13.7bn EV 10.6x LTM EBITDA $42.00/share, 27% premium to pre-announcement, 35% premium to price pre-Jana on April 7 Really thin announcement: no synergies, no advisors, no strategic rationale, nothing Neuberger Berman had been pushing for changes for some time Jana partners announced 9% stake on April 10, 2017 (worked fast!) 10 May, WFM announced new CFO, 5 new directors (replacing 5 retiring), and a new chair (who was already on the board) Evercore hired to help with defense. Goldman advised Amazon Albertson's rumored to be exploring acquisition of WFM earlier in the year John Mackey to remain as CEO, with HQ remaining in Austin, TX WFM strong in fresh: 2/3 of sales, vs. 25% for most grocery chains Gives Amazon good real estate locations, fresh distribution, industry knowledge, access to high-income consumers Some rumor that Amazon will cut employees and seek to automate Amazon and WFM first talked in 201[4] when Amazon was developing Prime Now. WF went dark and signed a deal with Instacart. Idea came back in 2016. Albertsons made an offer to WFM, all equity. Rejected out of hand. So did another party. No process was run. Leonard Green involved at some point as well?

Answer 11

``` Only worked once: RBS/ABN Amro Failed: KHC/Unilever PPG/Akzo Nobel Teva/Mylan ```

Answer 12

Largest acquisition by Chinese company Syngenta rebuffed Monsanto Chemchina advised by Syngenta advised by Dyalco, JPM, GS, UBS

Answer 13

December 11, 2015 Nil-premium all-stock merger with 50/50 ownership DuPont Dow CEO Andrew Liveris to be Executive Chairman with focus on Material Science DuPont CEO Edward Breen to be CEO with focus on Agriculture and Specialty Products BoD - 16 directors: 8 Dow, 8 DuPont. 2 independent co-lead directors (one from each) Intend to separate into three companies: agriculture (11/7), material science (45/6), specialty products (11/2) Activists on both sides: Trian and Third point. A CEO had to leave. After the deal announced Loeb got in the mix again agitating for Specialty Products to be further split up Closing originally H216. Now H217?

Answer 14

Pfizer animal health business Feb 2013 IPO of minority from Pfizer May 2013 split off announced

Big Deals Flashcards

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