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What's Market Public Merger Activity for the Week Ending September 26, 2014
Practical Law Legal Update 4-582-6145 (Approx. 3 pages)
What's Market Public Merger Activity for the Week Ending September 26, 2014
by Practical Law Corporate & Securities
| Published on 25 Sep 2014 • USA (National/Federal) |
A list of recently filed public merger agreements as tracked by What's Market. What's Market provides a continuously updated database of public merger agreements that allows you to analyze and compare negotiated terms, including break-up and reverse break-up fees, across multiple deals. What's Market also contains links to the underlying public documents.
Four agreements for US public company acquisitions with a deal value of $100 million or more were filed this past week:
- On September 18, 2014, SAP America, Inc., a subsidiary of German company SAP SE, agreed to acquire expense management software company Concur Technologies, Inc. in an all-cash transaction valued at $8.3 billion (enterprise value).
- On September 21, 2014, Siemens Energy, Inc., a subsidiary of German company Siemens AG, agreed to acquire oil products company Dresser-Rand Group, Inc. in an all-cash transaction valued at $7.6 billion, including the assumption of debt.
- On September 21, 2014, TTM Technologies, Inc. agreed to acquire printed circuit board manufacturer Viasystems Group, Inc. in a cash-and-stock transaction valued at $368 million at signing (or $927 million including the assumption of debt).
- On September 22, 2014, Merck KGaA, a German company not affiliated with the US drug maker Merck & Company, agreed to acquire life science and technology company Sigma-Aldrich Corporation in an all-cash transaction valued at $17.0 billion.
Notably, three of the acquisitions are with German buyers (all but the TTM/Viasystems merger) and valued at over $5 billion, and all four deals require approval from the Committee on Foreign Investment in the United States (CFIUS). Additionally, as reported last week, on September 15, 2014, ZF Friedrichshafen AG entered into an agreement to acquire TRW Automotive Holdings Corp. for $13.5 billion in cash (enterprise value), raising the number of acquisitions of US companies by German buyers valued at $100 million or more to four signed within a seven-day period.
All of the abovementioned transactions with German buyers are all-cash deals. Two of these buyers (ZF and Merck) are using new debt to finance their acquisitions and one is using funds under a current credit facility (the other did not disclose its financing arrangements). To manage the risk of the deal not going through due to antitrust or regulatory concerns, all but one agreement (SAP/Concur) provides for a reverse break-up fee payable by the buyer in event that the merger does not close due to failure to receive antitrust or other regulatory approvals (including CIFUS approval). These fees range from 3.33% to 5.50% of the total value of their respective deals
Interestingly, in one deal (Siemens/Dresser-Rand), on the day after signing the merger agreement, the Board of the target company adopted a limited duration, one-year poison pill. According to Dresser-Rand's press release, it issued these rights to "assist the Board of Directors in maximizing shareholder value."
For additional public merger agreement summaries, see What's Market.