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

On October 23, 2014, an investor group led by Siris Capital Group, LLC agreed to acquire e-commerce services provider Digital River, Inc. in an all-cash transaction valued at approximately $840 million. The merger agreement provides Digital River with a 45-day go-shop period to solicit competing proposals, as well as a two-tier break-up fee structure under which Digital River must pay either $12,592,637 (1.50% of the deal value) or $27,284,046 (3.25% of the deal value) if the merger agreement is terminated under certain circumstances. The lower break-up fee is payable if the merger agreement is terminated because Digital River enters into a definitive agreement for a superior proposal with an excluded party within five business days after the end of the go-shop period. The buyers must pay a reverse break-up fee of $50,370,547 (6.00% of the deal value) if the merger agreement is terminated because it breached certain representations, warranties, covenants or agreements or otherwise failed to close the merger when required.

In the most recent midstream master limited partnership (MLP) merger deal, on October 24, 2014, Access Midstream Partners, L.P. agreed to acquire Williams Partners L.P. in an all-equity transaction valued at approximately $50 billion at signing. As a result of the merger, Williams Partners will become wholly owned by Access Midstream and the merged partnership will be named Williams Partners L.P. and trade on the NYSE. The Williams Companies, Inc. owns controlling interests in both MLPs through its ownership of 100% of the general partner of each partnership and approximately 66% and 50% of the limited partner units of Williams Partners L.P. and Access Midstream Partners, L.P., respectively. After the merger and related transactions, The Williams Companies is expected to hold approximately 58.8% of the limited partner interest in the merged MLP, as well as 100% of the general partner interest and related incentive distribution rights in the merged MLP.

On October 26, 2014, the Cutrale Group and the Safra Group agreed to acquire fresh produce company Chiquita Brands International, Inc. in an all-cash transaction valued at $1.3 billion, including the assumption of Chiquita's net debt. Before entering into the merger agreement, Chiquita stockholders voted down a stock deal to acquire Irish produce distributor Fyffes plc, which Chiquita was to use as an inversion transaction to reincorporate in Ireland. After the "no" vote, the parties terminated that merger agreement, triggering payment of a termination fee by Chiquita to Fyffes. The closing of the tender offer is conditioned on Chiquita paying the Fyffes termination fee.

On October 27, 2014, Tornier N.V. agreed to combine with specialty orthopaedic company Wright Medical Group, Inc. in an all-stock transaction valued at $1.24 billion at signing. The combined equity value of the resulting company is approximately $3.3 billion. The parties characterize the deal as a "merger of equals" and on closing, Wright stockholders and Tornier stockholders will own approximately 52% and 48% of the combined company on a fully diluted basis, respectively. This is an inversion transaction under which, after the merger, Tornier will change its name to Wright Medical Group N.V. and the combined company will be incorporated in the Netherlands.

On October 29, 2014, WesBanco, Inc. agreed to acquire thrift holding company ESB Financial Corporation in a cash-and-stock transaction valued at $324.4 million at signing. The merger agreement provides for a "double-trigger" walkaway provision under which ESB may terminate the merger agreement if, when comparing WesBanco's average stock price over a specified time period after the merger announcement and a specified time period before closing of the merger, there is (i) a 15% or greater decline in WesBanco's stock price and (ii) a 15% or greater decline in WesBanco's stock price relative to the NASDAQ Bank Stock Index. If ESB elects to exercise this termination right, WesBanco has the option to increase the stock component of the merger consideration (while paying the same per-share cash consideration) by increasing the exchange ratio, based on a formula as set out in the merger agreement.

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