Three agreements for US public company acquisitions with a deal value of $100 million or more were filed this past week.

On June 12, 2015, Cox Automotive, Inc. agreed to acquire automotive retail software and services solutions provider Dealertrack Technologies, Inc. in an all-cash tender offer valued at $4 billion. The parties elected to complete the merger under Section 251(h) of the DGCL, which eliminates the stockholder-approval requirement. Dealertrack must pay a break-up fee of $118 million (2.95% of the deal value) if the merger agreement is terminated under certain circumstances, including if Dealertrack changes its recommendation or enters into a superior proposal or any other contract or agreement requiring Dealertrack to abandon, terminate, delay or fail to close the tender offer or merger. Cox must pay a reverse break-up fee in the same amount if the merger agreement is terminated under certain circumstances where the merger is prohibited under any antitrust law or the parties otherwise fail to obtain antitrust approval for the deal. The day before signing of the merger agreement, Dealertrack's board amended its bylaws to include an exclusive Delaware forum selection provision.

On June 14, 2015, Standard Pacific Corp. agreed to combine with homebuilder and mortgage-finance company The Ryland Group, Inc. in an all-stock transaction valued at approximately $2.0 billion at signing. The parties characterized the deal as a merger of equals where, on closing, Ryland stockholders will own approximately 41% of the combined company and Standard pacific stockholder will own approximately 59%. Immediately before the effective time of the merger, Standard Pacific will effect a one-for-five reverse stock split. The parties are subject to largely reciprocal rights and obligations under the merger agreement, including a no-shop, fiduciary out and matching rights, a covenant to amend their respective rights agreements to exempt the other party and the merger from triggering a poison pill, as well as termination rights and termination fee triggers. However, the termination fee payable by Ryland is $75 million (3.75% of the deal value), while the fee payable by Standard Pacific is $125 million (6.25% of the deal value), despite being payable under identical, reciprocal circumstances. The merger agreement also provides that payment of either termination fee does not relieve that party from liability or damage resulting from a willful and material breach of the merger agreement or fraud. MP CA Homes LLC, an affiliate of MatlinPatterson Global Advisers and 49% stockholder of Standard Pacific, agreed to vote in favor of the merger, entered into an amended stockholders agreement effective on closing of the merger, and delivered an irrevocable notice of conversion under which all preferred shares of Standard Pacific it owns will be converted into common stock of the surviving corporation. On the same day as signing of the merger agreement, Ryland's board amended its bylaws to include an exclusive Delaware forum selection provision.

On June 17, 2015, Allergan plc agreed to acquire biopharmaceutical company of novel prescription products for the aesthetic medicine market KYTHERA Biopharmaceuticals, Inc. in a cash and stock transaction valued at approximately $2.1 billion at signing. The consideration will be paid 80% in cash and 20% in Allergan common stock. The per share consideration will be $60.00 in cash plus an amount of Allergan common stock equal to $15.00 divided by the volume weighted average closing price of Allergan common stock for the 10-trading day period beginning on the twelfth trading day, and ending on the third to last trading day, before the closing of the merger. Kythera must pay to Allergan a break-up fee of $69.75 million (3.32% of the deal value) if the merger agreement is terminated under certain circumstances, including if Kythera changes its recommendation, materially breaches the no-shop or enters into an agreement for a superior proposal. Allergan is not obligated to pay a reverse break-up fee under any circumstances. While liability for willful breach of the merger agreement survives termination, payment of the break-up fee relieves Kythera from further liability or obligation relating to the merger agreement. The merger agreement's definition of material adverse effect as it applies to Kythera includes typical pharmaceutical-industry carve-outs for events related to certain drugs of Kythera and its competitors, including approval delays and side effects from off-label use of a Kythera product.

From the realm of hostile M&A, the bidding war for semiconductor company Integrated Silicon Solution, Inc. (ISSI) between Cypress Semiconductor Corporation and a consortium of Chinese investors led by SummitView Capital, which signed an agreement to acquire ISSI on March 12, 2015, continues. On June 18, 2015, Cypress announced that it had delivered another non-binding proposal to acquire ISSI for $21.25 per share in cash, and provided a copy of the proposed merger agreement. Prior to this most recent offer, Cypress had made several other offers, beginning in May, when it first offered $19.75 per share in cash, besting the $19.25 per share from the Chinese buyers. In response to Cypress' bids, the Chinese consortium had twice increased the merger consideration payable in its deal with ISSI; its current offer stands at $21.00 per share. As of publication, ISSI has not publicly responded to Cypress' latest bid.

For additional public merger agreement summaries, see What's Market.