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Merger Arbitrage Mondays – July 3, 2017

  • July 3, 2017

Merger activity increased last week with nine new deals announced, six deals closing and a much followed deal failing after a length FTC review process. You can find all the active deals listed below in our Merger Arbitrage Tool (MAT) that automatically updates itself during market hours.

The failure of Rite Aid’s (RAD) acquisition by Walgreens Boots Alliance (WBA) culminated with Walgreens offering a new deal for nearly half of Rite Aid’s stores and paying a termination fee to Rite Aid as discussed in the deal updates section below. The entire saga lasted 20 months. While 96% of all deals announced since 2010 have closed, the 4% of the deals that don’t close can do a lot of damage to a portfolio and it is prudent to avoid deals with large spreads.

With this new deal with Walgreens, shareholders unfortunately don’t have any recourse as the deal is not subject to shareholder approval. The only silver lining is that a leaner less leveraged Rite Aid probably faces better prospects than the current depressed share price appears to indicate provided there are significant changes to the leadership of the company.

There were two new deals announced in the Deals in the Works section.

Deal Statistics:

Total Number of Deals Closed in 2017106
Total Number of Deals Not Completed in 20176
Total Number of Pending Deals
Cash Deals57
Stock Deals20
Stock & Cash Deals13
Special Conditions7
Total Number of Pending Deals97
Total Deal Size$817.37 billion

New Deals:

  1. The acquisition of Handy & Harman (HNH) by Steel Partners Holdings (SPLP-PA) for $693.48 million in an all stock deal. Under the agreement, Steel Partners will commence an exchange offer to acquire all the outstanding shares of Handy & Harman’s common stock for 1.484 Series A preferred units of Steel Partners for each Handy & Harman share tendered.
  2. The acquisition of Sinovac Biotech (SVA) in a going private transaction for $437.59 million or $7.00 per share in cash.
  3. The acquisition of First Potomac Realty Trust (FPO) by Government Properties Income Trust (GOV) for $1.4 billion or $11.15 per share in cash.
  4. The acquisition of The Spectranetics Corporation (SPNC) by Philips (PHG) for $2.2 billion or $38.50 per share in cash.
  5. The acquisition of Staples (SPLS) by Sycamore Partners for $6.9 billion or $10.25 per share in cash.
  6. The acquisition of Forestar Group (FOR) by D.R. Horton (DHI) for $367.1 million or $17.75 per share in cash. D. R. Horton is only acquiring 75% of Forestar Group and the company will continue to be listed as a public company. Cash and stock elections will be prorated, as appropriate, such that 75% of the shares of Forestar common stock outstanding before the Merger are converted into the $17.75 per share cash consideration. We are not going to list this deal in the MAT as it is not a true merger arbitrage situation.
  7. The acquisition of West Marine (WMAR) by a wholly owned affiliate of Monomoy Capital Partners for $258 million or $12.97 per share in cash.
  8. The acquisition of Sun Bancorp (SNBC) by OceanFirst Financial (OCFC) for $640.73 million in a cash plus stock deal. Under the terms of the agreement, Sun shareholders will receive 0.7884 shares of OceanFirst common stock and $3.78 in cash per share of Sun common stock. Sun shareholders will have the right to elect to receive stock or cash consideration for their shares, subject to proration, and the merger agreement will include a mechanic whereby the per share cash consideration and the implied value of the stock consideration will be equivalent based on the average OceanFirst share price over the five trading day period ending on the trading day immediately prior to the closing date.
  9. The acquisition of Parkway (PKY) by Canada Pension Plan Investment Board for $1.2 billion or $23.05 per share in cash. The $23.05 per share consideration, which consists of $19.05 per share plus a $4.00 special dividend to be paid prior to closing.

Deal Updates:

  1. On June 26, 2017, at the General Meeting of Shareholders of Syngenta AG (SYT), the 16 shareholders representing 95.11% of the total share capital approved all the motions proposed by the Board of Directors.
  2. On June 26, 2017, Alimentation Couche-Tard has won U.S. antitrust approval to buy rival CST Brands (CST) on condition that it sell up to 71 stores in eight states according to the Federal Trade Commission. Alimentation Couche-Tard, which is still seeking antitrust clearance in Canada, said in a statement that it expected the deal to close on June 28.
  3. On June 27, 2017, Norsat International (NSAT) announced that the previously announced transaction, pursuant to which Hytera Communications will indirectly acquire all of the issued and outstanding shares of Norsat by way of a court-approved plan of arrangement was approved by a final order of the Supreme Court of British Columbia.
  4. On June 28, 2017, Alon USA Energy (ALJ) announced that the stockholders of Alon have approved all proposals related to the previously announced merger transaction pursuant to which Delek US Holdings will acquire all of the outstanding shares of Alon common stock which it does not already own in an all-stock transaction. Alon expects the transaction to close effective as of July 1, 2017.
  5. On June 28, 2017, Consolidated Communications Holdings (CNSL) announced that it has completed pre-close regulatory approval and notification processes in all 17 of FairPoint’s (FRP) operating states and is on track to complete the Consolidated Communications–FairPoint Communications merger. The Company expects to close on the transaction on July 3.
  6. On June 29, 2017, Rite Aid Corporation (RAD) and Walgreens Boots Alliance (WBA) decided to mutually terminate the deal because regulatory approval appeared unlikely. Walgreens will pay Rite Aid a termination fee of $325 million and Walgreens has agreed to acquire 2,186 stores from Rite Aid for $5.175 billion. This new deal does not require shareholder approval.
  7. On June 29, 2017, Forestar (FOR) announced that it has terminated its previously announced merger agreement with Starwood Capital Group and has also cancelled its special meeting of stockholders which was scheduled to be held on July 7, 2017.
  8. On June 29, 2017, Allied World Assurance Company Holdings (AWH) agreed to be acquired by Fairfax Financial Holdings Limited (FFH.TO) in a final exchange offer of $23.00 cash per share and 0.057937 of the latter’s shares. In addition, Allied World will pay a special cash dividend of $5.00 per share, without interest, simultaneously with the payment of the offer consideration. The acquirer announced that it has received all necessary approvals to pursue the transaction.
  9. On July 1, 2017, Sinobioway Consortium raised its purchase price to $8 per share to acquire Sinovac Biotech (SVA).

Closed Deals:

  1. The acquisition of LMI Aerospace (LMIA) by Sonaca Group on June 27, 2017. It took 130 days for this deal to be completed.
  2. The acquisition of CST Brands (CST) by Alimentation Couche-Tard on June 28, 2017. It took 310 days for this deal to be completed.
  3. The acquisition of Syngenta AG (SYT) by ChemChina on June 28, 2017. It took 511 days for this deal to be completed.
  4. The acquisition of First Community Financial Partners (FCFP) by First Busey Corporation (BUSE) on June 30, 2017. It took 144 days for this deal to be completed.
  5. The acquisition of Alon USA Energy (ALJ) by Delek US Holdings (DK) on July 1, 2017. It took 179 days for this deal to be completed.
  6. The acquisition of ONEOK Partners (OKS) by ONEOK (OKE) on July 1, 2017. It took 150 days for this deal to be completed.

Top 10 deals with largest spreads:

SymbolAnnounced
Date
Acquiring
Company
Closing
Price
Last
Price
Closing
Date
ProfitAnnualized
Profit
GNW10/23/2016China Oceanwide Holdings Group Co., Ltd. (N/A)$5.43$3.7707/31/201744.03%573.99%
DEST12/20/2016Orchestra-Pr�maman S.A. (KAZI.PA)$4.29$3.2410/31/201732.53%98.94%
LSCC11/03/2016Canyon Bridge Capital Partners, Inc. (N/A)$8.30$6.6609/30/201724.62%100.99%
WR05/31/2016Great Plains Energy Incorporated (GXP)$60.00$53.0211/30/201713.16%32.03%
MON09/14/2016Bayer AG (BAYRY)$128.00$118.3612/31/20178.14%16.42%
TWX10/22/2016AT&T, Inc. (T)$107.50$100.4112/31/20177.06%14.24%
SGBK03/27/2017Home Bancshares, Inc. (HOMB)$49.00$46.1812/31/20176.11%12.31%
WGL01/25/2017AltaGas Ltd. (N/A)$88.25$83.4306/30/20185.78%5.83%
XCRA04/10/2017an affiliate of Sino IC Capital and Unic Capital Management (N/A)$10.25$9.7712/31/20174.91%9.91%
TRCO05/08/2017Sinclair Broadcast Group, Inc. (SBGI)$42.57$40.7712/31/20174.41%8.89%

List of all pending deals:

The list of all pending deals is only available to InsideArbitrage Premium and Plus members.

Disclaimer: I hold positions in Staples (SPLS), Whole Foods (WFM), Cabela’s (CAB), Rite Aid (RAD) and Fortress Investment Group (FIG). Please do your own due diligence before buying or selling any securities mentioned in this article. We do not warrant the completeness or accuracy of the content or data provided in this article.

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