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

On December 8, 2015, Univest Corporation of Pennsylvania agreed to acquire bank holding company Fox Chase Bancorp, Inc. in a cash-and-stock election transaction valued at approximately $244.3 million at signing. As consideration, Fox Chase stockholders may elect to receive $21.00 per share in cash or 0.9731 shares of Univest common stock, subject to proration such that 40% of Fox Chase shares receive cash consideration and 60% receive stock consideration. Fox Chase must pay a break-up fee of $10 million (4.09% of the deal value) if the merger agreement is terminated under certain circumstances, including if it accepts a superior proposal. Closing of the merger is conditioned on receipt of all required regulatory approvals that must be obtained to avoid a Material Adverse Effect (as defined in the agreement), with an exception for the imposition of any condition or requirement that would materially and adversely affect the business, operations, financial condition, property or assets of the combined enterprise or materially impair the value of Fox Chase to Univest or the value of Univest to Fox Chase. This exception, however, itself includes a carve-out for "standard conditions that are normally imposed by the regulatory authorities in bank merger transactions," which must be obtained.

On December 11, 2015, The Dow Chemical Company agreed to combine with chemical company E. I. du Pont de Nemours and Company in an all-stock transaction valued at $62.1 billion, or $130 billion in combined market capitalization, at signing. The parties describe the transaction as a merger of equals; on closing, DuPont common stockholders and Dow common stockholders will each own approximately 50% of the combined company, on a fully diluted basis, excluding preferred shares. The combined company will be named DowDuPont and after the closing will have dual headquarters in Wilmington, Delaware (the principal executive offices of DuPont) and Midland, Michigan (the principal executive offices of Dow). At closing, the board of directors of DowDuPont will establish three committees to oversee the business and affairs of each of DowDuPont's agricultural business, material sciences business and specialty products business. The parties intend to subsequently pursue a separation of DowDuPont into three independent, publicly traded companies through tax-free spin-offs, which would be expected to occur 18-24 months after closing of the merger (the spin-offs are tax-free because of the tax-free treatment of the merger itself). The merger agreement provides the parties with largely reciprocal rights and obligations, including a no-shop with fiduciary outs and matching rights, as well as termination triggers and a break-up fee of $1.9 billion (3.06% of the deal value). Neither party is obligated to close the merger unless, in addition to HSR Act approval, approval of the European Commission of the transactions under the EC Merger Regulation, and Canadian, Chinese and Brazilian antitrust approval, in each case, if required, has been received.

On December 13, 2015, Newell Rubbermaid Inc. agreed to combine with Jarden Corporation in a cash-and-stock transaction valued at approximately $15.4 billion at signing. On closing, Newell stockholders will own approximately 55% of the combined company. Each of Jarden and Newell must pay a break-up fee of $385 million (2.50% of the deal value) to its counterparty under reciprocal circumstances, including termination of the merger agreement for change of recommendation for the merger or entry into a definitive agreement for a superior proposal. Newell is also subject to payment of a higher reverse break-up fee of $900 million (5.84% of the deal value) if the merger agreement is terminated and all of the parties' closing conditions are satisfied, but Newell is unable to obtain the debt-financing proceeds or secure alternative investment grade financing. On the same day as the signing of the merger agreement, Jarden's board of directors amended its bylaws to include an exclusive Delaware forum selection provision.

On December 15, 2015, Global Payments Inc. agreed to acquire payment processor Heartland Payment Systems, Inc. in a cash-and-stock transaction valued at approximately $4.3 billion at signing. On closing, Global stockholders will own approximately 84% of the combined company. As consideration, Heartland stockholders will receive for each of their shares $53.28 in cash and 0.6687 shares of Global common stock, subject to proration such that no more than 19.9% of Global common stock becomes issuable in the merger. Heartland must pay a break-up fee to Global of $153 million (3.59% of the deal value) if the merger agreement is terminated under certain circumstances, including if Heartland changes its recommendation or enters into a definitive agreement for a superior proposal.

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