Mergers/Acquisitions

James Hardie and AZEK combine in $8.75bn deal

BY Fraser Tennant

In a deal combining world-class talent with shared cultures, fibre-cement maker James Hardie Industries is to acquire US artificial decking maker AZEK in a transaction valued at $8.75bn.

Under the terms of the definitive agreement, AZEK shareholders will receive $26.45 in cash and 1.0340 ordinary shares of James Hardie to be listed on the New York Stock Exchange for each share of AZEK common stock they own.

Upon completion of the transaction, James Hardie and AZEK shareholders are expected to own approximately 74 percent and 26 percent, respectively, of the combined company.

The combination of James Hardie and AZEK will create a leading exterior and outdoor living building products growth platform with efficient scale and profitability supported by leading brands driving material conversion.

By bringing together highly complementary products that span siding, exterior trim, decking, railing and pergolas, the combined company will offer a comprehensive and innovative material replacement solution to homeowners, customers and contractors.

“This combination with AZEK is an extraordinary opportunity to accelerate our growth strategy, deliver enhanced and differentiated solutions to our customers and drive shareholder value,” said Aaron Erter, chief executive of James Hardie. “We are uniting two highly complementary companies with large material conversion opportunities and shared cultures centred around providing winning solutions to our customers and contractors.”

The boards of directors of both James Hardie and AZEK have each unanimously approved the transaction.

“Over AZEK’s more than 40-year history, we have made strategic investments in innovation, capabilities and talent, driving sustained above-market growth with our industry-leading brands and delivering an attractive margin profile with significant opportunities for expansion ahead,” said Jesse Singh, chief executive of AZEK. “Building upon our proven track record of success, this deal marks an exciting start to the next phase of AZEK’s journey to further accelerate growth and material conversion.”

The transaction is currently anticipated to close in the second half of 2025 subject to customary closing conditions, regulatory approvals and AZEK shareholder approval.

Mr Singh concluded: “We are bringing together two customer-centric organisations with a shared commitment to innovation and building a better, more sustainable and resilient future, and we are excited about the opportunities ahead.”

News: James Hardie offers $8.8 billion for US building products maker AZEK

Alphabet strikes $32bn Wiz deal

BY Richard Summerfield

On Tuesday, Google LLC announced it had signed a definitive agreement to acquire Wiz, Inc., a leading cloud security platform for $32bn, in an all-cash transaction. The deal will be the company’s biggest-ever acquisition.

Alphabet, Google’s parent company, has been eyeing Wiz for a while. In 2024, it was in discussions to acquire Wiz for $23bn. However, Wiz decided to withdraw from the deal due to worries about federal regulatory resistance and its intentions to pursue an initial public offering. The companies are seemingly less concerned about potential regulatory hurdles under the Trump administration and its more merger-friendly outlook. The administration’s attitude toward Big Tech may, however, be a cause for concern. Andrew Ferguson, the new Federal Trade Commission chairman, has been outspoken about his resolve to keep Big Tech under control.

In light of these concerns, according to the Financial Times, Alphabet, has agreed to a reverse termination fee of $3.2bn, which is rumoured to be among the highest ever agreed. If the deal wins regulatory approval and meets several conditions spelled out in the agreement, Google and Wiz expect the deal to close in 2026. Upon completion, Wiz will join Google Cloud.

Wiz was founded in 2020 and has rapidly become one of the fastest-growing software companies in the world. Its leadership team has a history of success in cloud start-ups: Wiz co-founder and chief executive Assaf Rappaport and several members of his executive team were also behind Adallom – the cloud security startup that Microsoft bought for $320m in 2015 and later rebranded as Microsoft Defender for Cloud Apps.

“From its earliest days, Google’s strong security focus has made us a leader in keeping people safe online,” said Sundar Pichai, chief executive of Google. “Today, businesses and governments that run in the cloud are looking for even stronger security solutions, and greater choice in cloud computing providers. Together, Google Cloud and Wiz will turbocharge improved cloud security and the ability to use multiple clouds.”

“Google Cloud and Wiz share a joint vision to make cybersecurity more accessible and simpler to use for organizations of any size and industry,” said Thomas Kurian, chief executive of Google Cloud. “Enabling more companies to prevent cyber attacks, including in very complex business software environments, will help organizations minimize the cost, disruption and hassle caused by cybersecurity incidents.”

“Wiz and Google Cloud are fully committed to continue supporting and protecting customers across all major clouds, helping keep them safe and secure wherever they operate,” said Mr Rappaport. “This is an exciting moment for our company, but an even more important one for customers and partners, as this acquisition will bolster our mission to improve security and prevent breaches by providing additional resources and deep AI expertise.”

The deal eclipses the current largest acquisition in Google’s 26-year history – the $12.5bn purchase of Motorola Mobility in 2012. The deal for Wiz would also go down as the biggest-ever cyber security acquisition and rank among the 20 most expensive takeovers of a software company in history, according to Mergermarket.

News: Alphabet to buy Wiz for $32 billion in its biggest deal to boost cloud security

Whitecap and Veren agree $10.4bn merger deal

BY Richard Summerfield

Whitecap Resources is to merge with Veren in an all-stock deal worth around $10.43bn, including debt. The deal will create a leading Canadian light oil and condensate producer.

The combined company will have an enterprise value of $10.4bn and 370,000 barrels of oil per day (boe/d) of production, 63 percent of which is liquids, with significant overlap across both unconventional and conventional assets. The transaction is expected to close before 30 May 2025.

The company that will result from the merger will be the largest Canadian light oil-focused producer and the seventh largest producer in the Western Canadian Sedimentary Basin, with significant natural gas growth potential. Furthermore, the combined company will become the largest producer in the high margin Kaybob Duvernay and Alberta Montney with about 220,000 boe/d of unconventional production. It will also be the largest landholder in the Alberta Montney and the second largest landholder across unconventional Montney and Duvernay fairways with 1.5 million acres in Alberta.

“We are excited to bring together two exceptionally strong asset bases to create one world-class energy producer with one of the deepest inventory growth sets of both liquids-rich Montney and Duvernay opportunities, along with conventional light oil opportunities in some of the most profitable plays in the Western Canadian basin,” said Grant Fagerheim, president and chief executive of Whitecap. “Our combined company will include exceptional technical and support personnel from the two companies in both the office and field and an experienced Board of Directors that prioritizes sustainable and profitable growth to generate strong returns for our combined shareholders. We look forward to bringing Whitecap and Veren together and providing increased value to both sets of shareholders well into the future."

“This strategic combination unlocks significant value for all shareholders and together positions us as a stronger, more resilient company,” said Craig Bryksa, president and chief executive of Veren. “With enhanced scale, deep inventory, and increased free funds flow generation, we're building a business with a differentiated competitive advantage. Our combined balance sheet reinforces our financial strength and enhanced credit profile, ensuring the long-term success in an evolving market. Together we're unlocking synergies, creating new opportunities, and setting the stage for sustainable growth."

The combined firm, which will retain the Whitecap name, will be led by Whitecap’s current management team, with four Veren directors, including Mr Bryksa, joining the Whitecap board.

Veren was born a year ago following a name change from Crescent Point Energy. The firm’s average daily production was 188,721 boe/d during the final three months of 2024, up from 162,269 a year earlier. The company has expanded its presence in northwestern Alberta through acquisitions in recent years, including $900m for Shell Canada’s Kaybob Duvernay assets in 2021, $1.7bn for Spartan Delta Corp.’s Montney assets in 2023 and $2.55bn for Hammerhead Energy Corp.’s Montney assets.

News: Canada's Whitecap, Veren in $10.4 billion merger to boost shale presence

Welltower to acquire Amica for $3.2bn

BY Richard Summerfield

Real estate income trust Welltower Inc has agreed to acquire Amica Senior Lifestyles and certain of its assets and affiliates from Ontario Teachers’ Pension Plan in a deal worth C$4.6bn ($3.2bn).

Under the terms of the deal, which is expected to close in Q4 2025, Welltower will also assume $560m of debt insured by the Canada Mortgage and Housing Corp.

The transaction will see Welltower fold Amica’s 31 income-producing properties, seven communities under construction and nine entitled development parcels located in Ontario and British Columbia into its portfolio. According to Welltower, the income-producing properties are valued at $3.2bn, while the seven sites under construction are said to be worth $1.25bn and the nine development parcels $150m. The properties under construction are scheduled to be acquired between 2025 and 2027. Welltower says the sites are in “highly affluent and supply-constrained neighbourhoods”.

Ontario Teachers’ first invested in Amica in 2010 and took the company private in a deal with management in 2015. As part of the transaction, Welltower will also acquire a minority interest in Amica’s management company with the Amica management team owning the majority interest.

“We are delighted to announce the acquisition of the Amica portfolio, the highest quality senior housing portfolio in North America,” said Shankh Mitra, chief executive of Welltower. “These communities will join the top echelons of the Welltower portfolio, reflected by their location within the most desirable neighborhoods in all of Canada and ultra-luxe amenities and finishes. Against a backdrop of rapidly growing demand and limited new supply, we expect the portfolio to drive outsized revenue and cash flow growth in the coming years.”

“We are thrilled to announce our long-term partnership with Welltower, which shares our passion for providing the highest quality care and services to the seniors population,” said Jens Cermak, chief executive of Amica. “We also believe that we will be key beneficiaries of Welltower’s industry-leading data science capabilities which will help scale our platform. Our premium communities appeal to an affluent and sophisticated population across Canada where seniors are empowered to live with freedom, optimism and peace of mind. Our portfolio has witnessed exceptional growth in recent years, and we strongly believe that this momentum can be sustained well into the future.”

“We have been delighted to partner with and support Amica on their journey to empower seniors as they age,” said Terry Woodward, senior managing director, private capital, at Ontario Teachers. “For more than a decade, we have supported the Company’s management team as they have grown the platform. We are excited to watch the Company reach new heights in the future and wish Amica, the management team, and Welltower continued success in their next stage of growth.”

News: Welltower to acquire Amica Senior Lifestyles portfolio for $3.2 billion

Blackstone acquires Safe Harbor Marinas in $5.65bn deal

BY Fraser Tennant

In a transaction that expands its portfolio into the marina sector, US alternative investment management company Blackstone is to acquire marina and superyacht servicing business Safe Harbor Marinas for $5.65bn.

The acquisition follows a decision by real estate investment trust Sun Communities – which purchased Safe Harbor for $2.11bn in 2020 – to cut costs and boost revenue contribution from its high-margin core units.

The deal values Safe Harbor at 21 times its estimated 2024 funds from operations – a key measure of profitability in real estate.

Founded in 2015, Safe Harbor Marinas is the largest and most diversified marina owner and operator in the world. It owns and operates 138 marinas across the US and Puerto Rico and is the industry leader in the boat storage and servicing industry. 

“We are very pleased with this transaction which further accelerates Sun’s strategy to improve the company’s leverage profile and refocus on our core segments,” says Gary Shiffman, chairman and chief executive of Sun Communities. “I would like to thank the Safe Harbor team for their dedication and hard work throughout our four-year partnership.”

This transaction – which is expected to close in the second half of 2025 – builds on Blackstone Infrastructure’s diverse portfolio, which has grown approximately 40 percent year over year since inception.

The Blackstone subsidiary specifically targets companies operating in industries experiencing sustained growth, driven by favourable market conditions such as rising consumer demand, technological advancements and demographic shifts.

“Marinas benefit from key long-term thematic tailwinds including the growth of travel and leisure as well as population inflows into coastal cities,” said Heidi Boyd, senior managing director in Blackstone’s infrastructure business. “We believe Safe Harbor is the best positioned company in this sector, and we look forward to working with their team to invest behind their existing marinas and to expand their footprint.”

Safe Harbor joins a Blackstone Infrastructure portfolio that includes major industry players such as QTS, the largest data centre provider in the US, AirTrunk, the top data centre platform in the Asia-Pacific region, Carrix, North America’s largest marine terminal operator, and Invenergy, the country’s leading private renewables developer.

Mr Shiffman concluded: “We anticipate that Blackstone will further Safe Harbor’s position as the leading marina and superyacht servicing business in the US.”

News: Sun Communities to sell superyacht unit to Blackstone for $5.65 billion

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