Diversey Holdings To Be Acquired By Solenis – Merger Arbitrage Mondays

  • March 13, 2023

The joint statement released by the Treasury, Federal Reserve and FDIC on Sunday evening about making the depositors of Silicon Valley Bank and Signature Bank whole should help alleviate some of the concerns investors had going into the weekend that other dominoes are likely to fall in the coming week. The liquidity they have agreed to provide banks by accepting treasury securities at par is an unprecedented step but should help stabilize the financial system.

Unfortunately shareholders and bondholders of banks do not benefit from these actions besides limiting a free fall in regional bank stocks. We saw some arbitrage spreads widen on Friday but most of those were related to the deals that were already in the high risk group or faced significant regulatory hurdles. We also saw the spread on the First Horizon (FHN) deal increase as the stock fell along with the rest of the banking group. If anything, the events of last week should hopefully give regulators a different perspective than they have adopted in recent months. We discussed First Horizon’s acquisition by TD in more detail in our last Merger Arbitrage Mondays article here.

Diversey Holdings (DSEY)

Diversey Holdings, a cleaning and hygiene products company, entered into a definitive agreement to be acquired by Solenis for $4.6 billion, less than a year after going public.

Diversey is a 100-year-old company that was founded by a dynamic father and son team in Chicago in 1923. The company was acquired by Unilever in 1996 and by Johnson Wax Professional in 2002. In 2011, Diversey was purchased by Sealed Air Corp, and in 2017 by Bain Capital.

The company operates through two segments – Institutional, and Food & Beverage, providing infection prevention and cleaning solutions.

Operations of Diversey Holdings

 

Solenis, a manufacturer of specialty chemicals used in water-intensive industries, which was acquired by Platinum Equity in 2021, is acquiring Diversey Holdings for $4.6 billion. Under the terms of the agreement, Diversey shareholders (other than shareholders affiliated with Bain Capital Private Equity) will receive $8.40 per share in cash, representing a premium of approximately 41.0% over Diversey’s closing share price on March 7, 2023.

According to the press release, ‘Solenis is a portfolio company of Platinum Equity. Bain Capital, which invested in Diversey in 2017 and subsequently took the company public in 2021, is currently the largest shareholder of Diversey. Under the terms of the transaction, Bain Capital will contribute approximately 56% of its existing equity into Solenis at an implied value per Diversey share of $7.84 and will sell its remaining shares to Solenis for cash at the same price.’

The merger presents a unique opportunity to enhance value and create a more diversified business with increased scale, broader global reach, and superior customer service capabilities. It will enable the combined company to grow and provide a number of attractive cross-selling opportunities, including meeting increasing customer demand for water management, cleaning and hygiene solutions,” said Phil Wieland, Chief Executive Officer of Diversey.

The current spread on the deal is 3.58%, with an annualized return of  4.44% if the deal closes by the end of the year.


Merger Arbitrage activity remained steady last week with four new deals announced, and five deals closing.

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

Merger Arbitrage

Deal Statistics:

Total Number of Deals Closed in 202338
Total Number of Deals Not Completed in 20232
Total Number of Pending Deals
Cash Deals37
Stock Deals13
Stock & Cash Deals6
Special Conditions9
Total Number of Pending Deals65
Total Deal Size$520.21 billion

New Merger Arbitrage Deals:

  1. The merger of TCR2 Therapeutics (TCRR) with Adaptimmune Therapeutics (ADAP) for -$156.04 million in an all stock deal. Under the terms of the agreement, TCR2 stockholders will receive 1.5117 Adaptimmune ADS for each TCR2 share.
  2. The acquisition of Kimball International (KBAL) by HNI Corporation (HNI) for $485 million in a cash plus stock deal. Under the terms of the agreement, Kimball International shareholders will receive $9.00 in cash and 0.1301 shares of HNI common stock for each share of Kimball International common stock they own.
  3. The acquisition of Diversey Holdings (DSEY) by Solenis for $4.6 billion or $8.40 per share in cash.
  4. The acquisition of Qualtrics International (XM) by Silver Lake and CPP Investments for $12.5 billion or $18.15 per share in cash. We added XM as a potential deal to the Deals in the Works section on February 1, 2023, and the price after the news of the potential deal came out was $16.95.

Deal Updates:

  1. On March 6, 2023, F-star Therapeutics (FSTX) and invoX Pharma Limited extended the End Date of the Merger Agreement in order to provide additional time for the Parties to finalize an agreement with CFIUS and to complete the ongoing tender offer whose expiration date has been extended to March 8, 2023.
  2. On March 7, 2023, Ritchie Bros. Auctioneers Incorporated (RBA) announced that its Board of Directors declared a special cash dividend on Ritchie Bros.’ outstanding common shares of US$1.08 per share, payable to shareholders of record at the close of business on March 17, 2023. Payment of the special dividend is contingent upon the closing of Ritchie Bros.’ previously announced merger transaction with IAA, Inc. (IAA), which is expected to be consummated on or about March 20, 2023, subject to receipt of required shareholder approvals of the merger.
  3. On March 7, 2023, Intercontinental Exchange (ICE) and Black Knight (BKI) amended the terms of their merger agreement. The amended merger agreement terms value Black Knight at $75 per share, or a market value of $11.7 billion, with consideration in the form of a mix of approximately $68 per share in cash and stock with an exchange ratio of 0.0682 based on ICE’s 10-day VWAP as of March 3, 2023 of $102.62. ICE and Black Knight (BKI) also agreed to sell Black Knight’s Empower loan origination system (LOS) business, including its Exchange, LendingSpace and AIVA solutions, to a subsidiary of Constellation Software Inc. (TSX: CSU). The companies also entered into the divestiture agreement to secure clearance under the Hart-Scott Rodino Act. The divestiture transaction is subject to the closing of ICE’s acquisition of Black Knight and other customary closing conditions.
  4. On March 8, 2023, PNM Resources (PNM) and Avangrid (AGRfiled a joint motion, together with the New Mexico Public Regulation Commission (NMPRC), in the Joint Applicants’ appeal pending at the New Mexico Supreme Court to dismiss the appeal and remand the case back to the NMPRC for rehearing and reconsideration.
  5. On March 9, 2023, Oak Street Health (OSH) and CVS Health (CVSeach filed the requisite notification forms under the HSR Act with the DOJ and the FTC on February 24, 2023.

Approvals:

  1. On March 6, 2023, Neovasc (NVCN) announced that its shareholders approved the previously-announced acquisition of the company by Shockwave Medical.
  2. On March 7, 2023, F-star Therapeutics (FSTX) announced that the Committee on Foreign Investment in the United States (“CFIUS”) has cleared its acquisition by invoX Pharma Limited. The parties expect to complete the merger promptly following the successful completion of the ongoing tender offer, which is scheduled to expire on March 8, 2023.
  3. On March 7, 2023, The Community Financial Corporation (TCFC) and Shore Bancshares (SHBIreceived the required regulatory approvals from the Office of the Comptroller of the Currency and the Maryland Office of the Commissioner of Financial Regulation for Community Bank of the Chesapeake.
  4. On March 9, 2023, Neovasc (NVCNreceived approval from the Supreme Court of British Columbia with respect to its acquisition by ShockWave Medical (SWAV)).

Hurdles:

  1. March 6, 2023: According to Bloomberg, two influential proxy advisory firms said that shareholders of Ritchie Bros. Auctioneers (RBAshould vote against a takeover of IAA Inc. (IAA), dealing a huge blow to the planned deal.
  2. On March 6, 2023, Bloomberg reported that, the Justice Department and Department of Transportation are expected to take action as soon as Tuesday to block JetBlue Airways Corp.’s (JBLU) merger with Spirit Airlines (SAVE).
  3. On March 7, 2023, The U.S. Justice Department filed a lawsuit to stop JetBlue Airways (JBLU) from buying Spirit Airlines (SAVE), saying that the planned merger “would put travel out of reach for many cost-conscious travelers.”
  4. On March 9, 2023, the U.S. Federal Trade Commission filed an administrative complaint challenging the proposed acquisition of Black Knight (BKI) by Intercontinental Exchange (ICE).

Shareholders Meeting Schedule:

  1. AgroFresh Solutions (AGFS) – March 30, 2023
  2. Malvern Bancorp (MLVF) – April 28, 2023

Closed Deals:

  1. The acquisition of Concert Pharmaceuticals (CNCE) by Sun Pharmaceutical Industries Limited on March 6, 2023. It took 46 days for this deal to be completed.
  2. The acquisition of F-star Therapeutics (FSTX) by invoX Pharma on March 8, 2023. It took 258 days for this deal to be completed.
  3. The acquisition of First Eagle Alternative Capital BDC (FCRD) by Crescent Capital BDC (CCAP) on March 9, 2023. It took 156 days for this deal to be completed.
  4. The acquisition of Vivint Smart Home (VVNT) by NRG Energy (NRG) on March 10, 2023. It took 94 days for this deal to be completed.
  5. The acquisition of Myovant Sciences (MYOV) by Sumitovant Biopharma on March 10, 2023. It took 138 days for this deal to be completed.

Weekly Spread Changes:

The table below shows weekly spread changes between March 3, 2023, and March 10, 2023.

SymbolQuoteAcquiring
Company
Acquiring
Company Quote
Current
Spread
Last Week
Spread
Spread Change
Weekly
Deal
Type
INFI0.1951MEI Pharma, Inc. (MEIP)0.229322.81%1.79%21.02%All Stock
TGNA15.53Standard General L.P. (N/A)54.54%40.85%13.69%Special Conditions
GRIN13.39Taylor Maritime Investments Limited and Good Falkirk Limited (N/A)56.83%44.83%12.00%Special Conditions
SAVE16.93JetBlue Airways Corporation (JBLU)7.5383.11%72.89%10.22%All Cash
SIMO63.36MaxLinear, Inc. (MXL)33.0767.88%59.93%7.95%Cash Plus Stock
TCFC37.56Shore Bancshares, Inc. (SHBI)15.76-2.29%-0.18%-2.11%All Stock
TSEM41.03Intel Corporation (INTC)27.2229.17%31.91%-2.74%All Cash
IRBT43.93Amazon (AMZN)90.7338.86%42.22%-3.36%All Cash
IAA41.51Ritchie Bros. Auctioneers Incorporated (RBA)56.144.47%8.98%-4.51%Cash Plus Stock
BKI56.52Intercontinental Exchange, Inc. (ICE)95.3931.82%44.46%-12.64%Cash Plus Stock

Top 10 Merger Arbitrage Deals With The Largest Spreads:

Please do your own due diligence on deals with large spreads. Some of these large spreads might be related to regulatory issues or because of the way the deal is structured. We classify some of these deals as “special situation” deals in our merger arbitrage tool and provide additional details to help with the analysis. There may be unique situations related to special dividends, spinoffs, proration, etc. that need to be accounted for when looking at these spreads.

SymbolAnnounced
Date
Acquiring
Company
Closing
Price
Last
Price
Closing
Date
ProfitAnnualized
Profit
GSMG07/11/2022Cheers Inc (N/A)$1.55$0.804/11/202393.75%1140.63%
SAVE07/28/2022JetBlue Airways Corporation (JBLU)$31.00$16.9306/30/202483.11%63.73%
SIMO05/05/2022MaxLinear, Inc. (MXL)$106.37$63.3606/30/202367.88%225.25%
GRIN10/12/2022Taylor Maritime Investments Limited and Good Falkirk Limited (N/A)$21.00$13.3903/31/202356.83%1091.80%
TGNA02/22/2022Standard General L.P. (N/A)$24.00$15.5305/22/202354.54%280.38%
IRBT08/05/2022Amazon (AMZN)$61.00$43.9308/05/202338.86%97.14%
ACI10/14/2022The Kroger Co. (KR)$27.25$19.9103/31/202436.87%34.95%
BKI05/04/2022Intercontinental Exchange, Inc. (ICE)$74.51$56.5205/04/202331.82%219.15%
TSEM02/15/2022Intel Corporation (INTC)$53.00$41.0305/15/202329.17%166.38%
FHN02/28/2022The Toronto-Dominion Bank (TD)$25.00$20.106/30/202324.38%80.89%

Deals In The Works

Three new potential Merger Arbitrage deals were added to the ‘Deals In The Works‘ section last week.

  1. On March 7, 2023, Reuters reported that Quotient Technology (QUOT), the parent of Coupons.com, is exploring options that include a sale of the company as it grapples with a collapse in advertising revenue.
  2. On March 8, 2023, Neoleukin Therapeutics (NLTX), announced that it has engaged SVB Securities to assist in reviewing strategic alternatives for the company with the goal of maximizing shareholder value. Such alternatives may include a sale, merger, divestiture of assets, licensing or other strategic transaction.
  3. On March 9, 2023, Nano Dimension (NNDM), announced that it has made a formal, non-binding offer to acquire Stratasys (SSYS) for $18.00 per share in cash. Stratasys confirmed receipt of the unsolicited acquisition proposal from Nano Dimension.

Updates

  1. According to Reuters, National Instruments Corp (NATI) has decided that Fortive Corp (FTV) and Keysight Technologies (KEYS) have the potential to top Emerson Electric Co’s (EMR) $7 billion bid for the company.
  2. DXC Technology (DXC) which was approached regarding a potential acquisition of the company, has now terminated discussions.
  3. Digital Media Solutions (DMS), concluded the strategic review process. On March 3, 2023, Prism notified the company that it was withdrawing the Prism Proposal. Digital Media Solutions’ Board has determined not to further pursue a potential sale of the company at this time.
  4. Guardion Health Sciences (GHSI) has retained Alantra as its financial advisor to assist with the strategic review and transaction process.
  5. Software maker Qualtrics International (XM) said it has received a $12.4 billion go-private offer from private equity firm Silver Lake Management and Canada Pension Plan Investment Board (CPPIB).
  6. According to Reuters, Quotient Technology (QUOT), the parent of Coupons.com, is exploring options that include a sale of the company as it grapples with a collapse in advertising revenue.

SPAC Arbitrage

SPAC Business Combination

  1. On March 6, 2023, Kernel Group Holdings (KRNLUentered into a definitive business combination agreement with AIRO Group Holdings, Inc.
  2. On March 6, 2023, Humble Imports, Inc. E.C.D. Auto Design and EF Hutton Acquisition Corporation I (EFHT), entered into a definitive merger agreement.
  3. On March 8, 2023, Zero Nox announced that it will become the first publicly listed company of its kind through a transaction with The Growth for Good Acquisition Corporation (GFGD).

Completed

  1. On March 8, 2023, SMX (Security Matters) Public Limited Company (SMXannounced the closing of its previously announced business combination with Lionheart III Corp (LION).

Terminated

  1. On March 6, 2023, Genesis Growth Tech Acquisition Corp. (GGAA) announced that it has mutually terminated its deal with French medical software firm Biolog-id.
  2. On March 9, 2023, Athena Consumer (ACAQ) announced that its forward purchase agreement for up to 15,000,000 shares with Vellar Opportunity Fund has been terminated.

List of all pending Merger Arbitrage deals:

Disclaimer: I have long positions in Oak Street Health (OSH), Activision Blizzard (ATVI), Spirit Airlines (SAVE), Atlas Air Worldwide (AAWW), First Horizon (FHN), Tower Semiconductor (TSEM), TEGNA (TGNA) and CVS Health (CVS). 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.