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

On July 23, 2015, Anthem, Inc. agreed to acquire rival healthcare insurance provider Cigna Corporation in a cash-and-stock transaction with a $54.2 billion enterprise value at signing. The consideration will be paid in approximately 55% cash and 45% Anthem shares. On closing, Anthem stockholders will own approximately 67% of the combined company and Cigna stockholders will approximately 33%. Either Cigna or Anthem must pay to the other a termination fee of $1.85 billion (3.41% of the deal value) if the merger agreement is terminated under certain circumstances, including if that party changes its recommendation or enters into a binding agreement for superior proposal. Either party must also pay to the other an expense fee of $600 million if that party fails to obtain the required stockholder approval for the transaction, which will reduce the amount of any termination fee payable. Anthem must also pay Cigna the termination fee if the parties fail to obtain regulatory approval for the merger under certain circumstances. The parties agreed to take all actions necessary to obtain the required governmental and regulatory approvals, including antitrust approvals, except to the extent those actions would have or would reasonably be expected to have a material adverse effect on either party after giving effect to the merger (a “Burdensome Term or Condition” as defined in the merger agreement).

On July 23, 2015, Meiji Yasuda Life Insurance Company agreed to acquire financial products and services provider StanCorp Financial Group, Inc. in an all-cash transaction valued at $5.0 billion. The merger agreement provides StanCorp with a 25-day go-shop period to solicit competing proposals, as well as a two-tier break-up fee that turns on the acceptance of a superior proposal during the go-shop period or after it. The lower fee of $90 million (1.80% of the deal value) is payable by StanCorp if the merger agreement is terminated because StanCorp enters into a superior proposal with an excluded party within 20 days after the end of the go-shop period (which may be extended for any pending matching rights period in progress). The higher fee of $180 million (3.60% of the deal value) is payable by StanCorp if the merger agreement is terminated under other certain circumstances, including if StanCorp changes its recommendation or enters into a superior proposal after the specified cut-off date.

On July 26, 2015, Columbus McKinnon Corporation agreed to acquire digital power and motion control solutions designer Magnetek, Inc. in an all-cash tender offer valued at $188.9 million. The parties have elected to complete the merger under Section 251(h) of the DGCL, which eliminates the stockholder-approval requirement. Columbus McKinnon intends to fund the acquisition using a combination of cash on hand and new debt financing. Magnetek must pay to Columbus McKinnon a break-up fee equal to 3.5% of the aggregate merger consideration payable in the merger (or approximately $6.245 million) if the merger agreement is terminated under certain circumstances, including if Magnetek willfully and materially breaches the no-shop followed by its entry within 12 months into a definitive agreement for an acquisition proposal with the third party whose proposal related to the no-shop breach, once that agreement ultimately closes. Columbus McKinnon did not negotiate a reverse break-up fee for financing failure or other breach, but it remains liable for damages after termination for fraud or willful and material breach of the merger agreement.

On July 28, 2015, Solvay SA agreed to acquire specialty materials and chemicals company Cytec Industries Inc. in an all-cash transaction valued at $5.5 billion, or an enterprise value of $6.4 billion. Slovay intends to finance the acquisition with cash on hand and new bridge debt financing. In addition to approval under the HSR Act, closing of the merger is conditioned on no action being taken by the Committee on Foreign Investment in the United States (CFIUS) to block the transaction, and Solvay is not obligated to close the merger unless approval from the Defense Security Service of the US Department of Defense is obtained and there is no written objection from the Directorate of Defense Trade Controls of the US Department of State. Solvay does not pay a reverse break-up fee in the event of any financing or regulatory failure, but it remains liable for damages after termination for any knowing and intentional breach.

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