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

In the largest transaction of the year to date, on March 24, 2015, H.J. Heinz Company agreed to acquire Kraft Foods Group, Inc. in a cash-and-stock transaction valued at $46 billion at signing. The combined company, which will be the third-largest food and beverage company in North America and the fifth-largest in the world, will be renamed The Kraft Heinz Company and be co- headquartered in Pittsburgh and Chicago. On closing, Kraft stockholders will own approximately 49% of the combined company and Heinz stockholders will own 51% on a fully diluted basis. Under the merger agreement, Kraft stockholders will receive stock in the combined company and a special cash dividend of $16.50 per share, or about $10 billion in cash, which is being fully funded by an equity contribution by Berkshire Hathaway and 3G Capital, the two stockholders of Heinz. Kraft is not obligated to close the merger unless Heinz has received the equity investment. Kraft must pay to Heinz a break-up fee of $1.2 billion (2.61% of the total deal value) if the merger agreement is terminated under certain circumstances, including if Kraft changes its recommendation or enters into an agreement for a superior proposal. Kraft must reimburse Heinz's transaction-related expenses up to $15 million if Kraft's stockholders fail to approve the merger. Heinz is not required to pay a reverse break-up fee under any circumstances, while liability for willful and material breach survives termination of the merger agreement. On the same day as the signing of the merger agreement, Kraft's board of directors amended its bylaws to include an exclusive Virginia forum selection provision. Of interest, the merger agreement's jurisdiction provision provides for disputes over the merger to be heard in the Delaware Court of Chancery.

On March 20, 2015, Vertical Bridge Holdings, LLC agreed to acquire wireless communications infrastructure company CiG Wireless Corp. in an all-cash transaction valued at approximately $143 million, including the repayment of approximately $56.4 million and net of certain post-closing payment obligations. CiG's Series A stockholders will receive cash for their shares, while Series B and common stockholders will not receive any merger consideration. The Series A stockholders, representing a majority of CiG's voting power, delivered a written consent approving the merger. The merger agreement provides for a 35 day go-shop period for CiG to solicit competing proposals, followed by a limited window-shop exception for ten days under which CiG may negotiate with third-party bidders who have made unsolicited acquisition proposals (which CiG determines are, or are reasonably likely to lead to, a superior proposal).

On March 23, 2015, Sorin S.p.A. agreed to acquire medical device company Cyberonics Inc. in an all-stock transaction valued at $2.7 billion in combined equity value at signing. The parties will combine under a new holding company, the resulting ownership of which will be approximately 54% by Cyberonics stockholders and 46% by Sorin stockholders, and the board of directors will consist of nine directors, including four designated by Cyberonics, four designated by Sorin and one independent director jointly designated by the parties. The deal serves as an inversion transaction for Cyberonics, as the combined company will be incorporated in England and Wales. The parties previously entered into a binding letter of intent to execute the merger agreement within a specified amount of time after completion of certain employee consultation procedures required under French law.

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