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

On October 12, 2015, Dell Inc. and its owners Michael S. Dell, MSD Partners and Silver Lake Partners agreed to acquire cloud computing provider EMC Corporation in a cash-and-stock transaction valued at approximately $67 billion at signing. EMC stockholders will receive for each of their shares $24.05 in cash and 0.111 shares of a new tracking stock linked to a portion of EMC’s 81% equity interest in publicly traded VMware, Inc. The tracking stock issued as merger consideration is intended to represent 65% of EMC's economic interest in VMware (or approximately 53% of the total economic interest in VMware) and after closing, Dell will retain 28% of the total economic interest in VMware. The merger agreement provides EMC with a 60-day go-shop period to solicit competing proposals, as well as a two tier break-up fee – $2 billion (2.99% of the deal value) or $2.5 billion (3.73% of the deal value) – that turns on EMC entering into an agreement for a superior proposal made by an excluded party before the end of the go-shop period. Dell is also subject to a two-tier reverse break-up fee. The lower fee of $4 billion (5.97% of the deal value) is payable if Dell's breach of the merger agreement causes a closing failure or if it otherwise fails to close the merger when required. The higher fee of $6 billion (8.96% of the deal value) is payable if the merger agreement is terminated if the debt financing proceeds are made available and Dell still fails to finance the merger.

On October 12, 2015, SCA Americas Inc. agreed to acquire tissue company Wausau Paper Corp. in an all-cash transaction valued at $513 million. Wausau must pay to SCA a break-up fee of $18.2 million (3.55% of the deal value) if the merger agreement is terminated under certain circumstances, including if Wausau changes its recommendation for the merger or enters into a definitive agreement for a superior proposal. If Wausau stockholders fail to approve the merger, Wausau must pay to SCA an uncapped expense reimbursement to SCA. On the other hand, SCA must pay to Wausau a reverse break-up fee of $26 million (5.07% of the deal value) if the merger agreement is terminated for failure to obtain antitrust approval under certain circumstances. SCA's monetary obligations are guaranteed by its indirect parent, a Swedish corporation.

On October 12, 2015, Yadkin Financial Corporation agreed to acquire bank holding company NewBridge Bancorp in an all-stock transaction valued at approximately $456 million at signing. On closing, Yadkin stockholders will own approximately 61.3% and NewBridge stockholders will own approximately 38.7% of the combined company. Notably, while the merger agreement contains a no-shop covenant with a window-shop exception for certain acquisition proposals, it does not explicitly provide NewBridge with a fiduciary out to allow it to accept a superior proposal (the merger agreement is governed by North Carolina law). NewBridge must pay to Yadkin a break-up fee of $18 million (3.95% of the deal value) if the merger agreement is terminated under certain circumstances, including if NewBridge changes its recommendation for the merger, recommends an acquisition proposal or materially breaches its no-shop or stockholders' meeting covenants. Yadkin must pay to NewBridge a reverse break-up fee in the same amount if the merger agreement is terminated because Yadkin changes its recommendation, recommends an acquisition proposal or materially breaches its stockholders' meeting covenant.

On October 12, 2015, ORLEN Upstream Sp. z o.o., a subsidiary of Polish oil refiner and petrol retailer PKN ORLEN SA, agreed to acquire oil and gas exploration and production company FX Energy, Inc. in an all-cash tender offer valued at approximately $119 million, including FX Energy's net debt as of June 30, 2015. Under the merger agreement, FX Energy's 9.25% Series B Cumulative Convertible Preferred Stock will be also redeemed after the closing of the tender offer for $25.00 per share, plus accrued and unpaid dividends. While the merger agreement is governed by Delaware law, Nevada law governs to the extent mandatorily applicable to the tender offer and merger. As such, the merger agreement includes a top-up option in the event that less than 90% of FX Energy common stock is acquired via the front-end tender offer. FX Energy must pay a break-up fee of $4 million (3.36% of the deal value) if the merger agreement is terminated under certain circumstances, including if FX Energy changes its recommendation or enters into an agreement for a superior proposal.

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