InsideArbitrage Event Driven Monitor – March 8, 2023

Quick updates on the event driven strategies we follow on InsideArbitrage.

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Merger Arbitrage

1. 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.
2. 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. 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.

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