Merger Arbitrage Mondays – Qualcomm and SSW Partners Win The Bidding War for Veoneer

Merger activity increased last week with four new deals announced, four deals completed and one deal terminated.

Headquartered in Stockholm, Sweden, Veoneer (VNE) is an auto-tech company that is focused on the hardware and software designs for automotive safety electronics. The company develops hardware and systems for occupant protection, advanced driving assistance systems (ADAS), and collaborative and automated driving technology that includes vision systems, radar, lidar, thermal sensing, electronic controls, and human-machine interface — developed to prevent traffic incidents from happening and mitigate the effect when accidents are unavoidable.

(Source: Company presentation)

Veoneer was spun off from Autoliv (ALV) in July 2018 and started trading independently on the New York Stock Exchange and Nasdaq Stockholm. We were tracking the Veoneer spinoff situation back in 2017-2018, along with another merger arbitrage situation related to Qualcomm at the same time. Qualcomm (QCOM) had entered into an agreement to acquire NXP Semiconductors (NXPI) for $110 on October 27, 2016. At the same time, Broadcom (AVGO) was attempting to acquire Qualcomm for $70. Qualcomm attempted to fend off that acquisition by sweetening its bid for NXPI to $127.50 per share. Neither of the deals worked out as China ran out the clock on the NXPI deal and the U.S. government blocked Broadcom’s attempt to acquire Qualcomm. Little did we know back then that three years later, Qualcomm would outbid Magna to acquire Veoneer. Arbitraguers that picked up NXPI either before the deal break or after the forced selling following the deal break did very well as NXPI now trades north of $190.

Qualcomm is a significant player in the semiconductor industry and has been focused on mobile chips and other wireless devices. By acquiring Veoneer, Qualcomm intends to increase its footprint in the automotive market. Earlier this year, Qualcomm and Veoneer signed an agreement to create a new software brand called Arriver by collaborating on the delivery of scalable Advanced Driver Assistance Systems (ADAS), Collaborative and Autonomous Driving (AD) solutions. The system integrates Veoneer’s perception and driving policy software stack and Qualcomm® Snapdragon Ride™ ADAS/AD scalable portfolio of System on a Chip (SoC) and Accelerators.

As part of the merger agreement, investment firm SSW Partners will acquire all of the outstanding capital stock of Veoneer, shortly after which it will sell the Arriver business to Qualcomm and retain Veoneer’s Restraint Control Systems (RCS) and Active Safety businesses. The spread on this two-step deal is 3.35% or 4.65% annualized if it takes until the middle of next year for the deal to complete.

You can find all the active deals listed below in our Merger Arbitrage Tool (MAT) that automatically updates itself during market hours.

There were five new deals announced in the Deals in the Works section last week.

SPAC Arbitrage

There were 11 SPAC IPOs filed and 4 new SPAC business combinations announced last week. You can find the new SPAC IPO announcements in our SPACs tool here.

  1. MoonLake Immunotherapeutics AG, a clinical-stage biotechnology company focused on creating therapies for inflammatory skin and joint diseases and Helix Acquisition (HLXAentered into a definitive business combination agreement.
  2. AgiiPlus, a work solutions provider for rapid-change, quick-pivot enterprises in China and Singapore, entered into a definitive merger agreement for a business combination with Goldenbridge Acquisition Limited (GBRG).
  3. Rigetti & Co, a pioneer in full-stack quantum computing entered into a definitive merger agreement with Supernova Partners Acquisition Company II, (SNII).
  4. Starry, a licensed fixed wireless technology developer and internet service provider, and FirstMark Horizon Acquisition (FMACentered into a definitive merger agreement.

Weekly Spread Changes:

The table below shows weekly spread changes between October 1 and October 8, 2021.

Symbol Quote Acquiring
Company
Acquiring
Company Quote
Current
Spread
Last Week
Spread
Spread Change
Weekly
Deal
Type
TEDU 1.03 Kidedu Holdings Limited (N/A) 288.35% 244.83% 43.52% All Cash
XONE 22.73 Desktop Metal, Inc. (DM) 7.06 12.19% 9.58% 2.61% Special Conditions
CHNG 20.77 UnitedHealth Group Incorporated (UNH) 408.46 23.98% 21.92% 2.06% All Cash
RIVE 12.99 Mid Penn Bancorp, Inc. (MPB) 28.3 5.29% 3.25% 2.04% All Stock
MX 17.66 South Dearborn Limited (N/A) 64.21% 62.92% 1.29% All Cash
FOE 20.72 Prince International Corporation (N/A) 6.18% 8.00% -1.82% All Cash
KOR 3.25 AngloGold Ashanti Limited (N/A) -1.54% 0.63% -2.17% All Cash
JOBS 69.34 Garnet Faith Limited (N/A) 0.00 14.00% 16.25% -2.25% All Cash
NFH 11.5 Unicorn II Holdings Limited (N/A) 4.35% 6.86% -2.51% All Cash
AJRD 43.5 Lockheed Martin Corporation (LMT) 353.75 17.24% 19.86% -2.62% All Cash

Deal Statistics:

Total Number of Deals Closed in 2021 146
Total Number of Deals Not Completed in 2021 12
Total Number of Pending Deals
Cash Deals 48
Stock Deals 31
Stock & Cash Deals 8
Special Conditions 3
Total Number of Pending Deals 90
Total Deal Size $896.11 billion

New Deals:

  1. The acquisition of Elmira Savings Bank (ESBK) by Community Bank System (CBU) for $82.8 million or $23.10 per share in cash.
  2. The acquisition of Veoneer (VNE) by QUALCOMM Incorporated (QCOM) for $3.87 billion or $37.00 per share in cash.
  3. The acquisition of Teekay LNG Partners (TGP) by Stonepeak for $6.2 billion or $17.00 per share in cash.
  4. The acquisition of Meredith Corporation (MDP) by IAC/InterActiveCorp (IAC) and Gray Television (GTN) for $6.02 billion and a combined acquisition price of $59.17 per share in cash. Under the terms of the agreements, Meredith Corporation’s National Media Group will be acquired by IAC/InterActiveCorp’s Dotdash for $42.18 per share and its Local Media Group business will be acquired by Gray Television for $16.99 per share in cash.

Deal Updates:

  1. On October 5, 2021, shareholders of County Bancorp (ICBKapproved the company’s merger with Nicolet Bankshares (NCBS) at a special meeting of shareholders.
  2. On October 7, 2021, GP Strategies Corporation (GPX) and Learning Technologies Group received CFIUS Approval. The companies intend to complete the Merger on October 14, 2021.
  3. On October 7, 2021, Score Media and Gaming (SCR) announced that Penn National Gaming (PENN) has received approval from the Minister of Canadian Heritage under the Investment Canada Act in connection with its previously announced acquisition of theScore.
  4. On October 8, 2021, Intersect ENT (XENT) announced that it has received shareholder approval to be acquired by Medtronic (MDT).

Closed Deals:

  1. The acquisition of IEC Electronics (IEC) by Creation Technologies on October 5, 2021. It took 54 days for this deal to be completed.
  2. The acquisition of Stamps.com (STMP) by Thoma Bravo on October 5, 2021. It took 88 days for this deal to be completed.
  3. The acquisition of Strongbridge Biopharma (SBBP) by Xeris Pharmaceuticals (XERS) on October 5, 2021. It took 134 days for this deal to be completed.
  4. The acquisition of Cloudera (CLDR) by Clayton, Dubilier & Rice and KKR on October 8, 2021. It took 129 days for this deal to be completed.

Terminated Deals:

  1. Veoneer (VNEterminated its prior acquisition agreement with Magna International (MGA) and canceled its October 19, 2021, special meeting that was previously scheduled to approve that agreement after agreeing to be acquired by Qualcomm Incorporated (QCOM).

Top 10 deals with largest spreads:

Symbol Announced
Date
Acquiring
Company
Closing
Price
Last
Price
Closing
Date
Profit Annualized
Profit
TEDU 04/30/2021 Kidedu Holdings Limited (N/A) $4.00 $1.03 12/31/2021 288.35% 1283.51%
MX 03/26/2021 South Dearborn Limited (N/A) $29.00 $17.66 12/31/2021 64.21% 285.83%
CHNG 01/06/2021 UnitedHealth Group Incorporated (UNH) $25.75 $20.77 12/31/2021 23.98% 106.73%
AJRD 12/20/2020 Lockheed Martin Corporation (LMT) $51.00 $43.5 12/31/2021 17.24% 76.75%
XLNX 10/27/2020 Advanced Micro Devices, Inc. (AMD) $181.06 $156.27 12/31/2021 15.86% 70.61%
JOBS 06/21/2021 Garnet Faith Limited (N/A) $79.05 $69.34 12/31/2021 14.00% 62.33%
XONE 08/11/2021 Desktop Metal, Inc. (DM) $25.50 $22.73 12/31/2021 12.19% 54.24%
MSON 07/29/2021 Bioventus Inc. (BVS) $28.00 $25.29 12/31/2021 10.72% 47.70%
SOLY 05/10/2021 Allergan Aesthetics (N/A) $22.60 $20.45 12/31/2021 10.51% 46.80%
SJR 03/15/2021 Rogers Communications Inc. (RCI) $32.40 $29.72 06/30/2022 9.02% 12.51%

List of all pending deals:

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

Conclusion:

M&A activity remains interesting with bidding wars offsetting some of the impact from increased regulatory scrutiny. As we enter the fourth quarter, with higher bond yields and a faltering market, the scales may tip more towards the regulatory scrutiny side of things.

Disclaimer: I have long positions in Nuance Communications (NUAN), Change Healthcare (CHNG) and Trillium Therapeutics (TRIL). I also have put options in Change Healthcare. 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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