Mergers/Acquisitions

Carlsberg to acquire Britvic in $4.2bn deal

BY Richard Summerfield

Danish brewer Carlsberg has agreed to buy UK soft drinks maker Britvic in a deal worth around $4.2bn.

Following two unsuccessful attempts to acquire the company in June, which Britvic said significantly undervalued it, Carlsberg returned with a sweetened bid of 1315 pence per share – comprising cash and a special dividend of 25 pence a share. The rejected bids priced shares at 1200p and then at 1250p apiece.

Carlsberg expects the deal to deliver a number of benefits, including cost and efficiency savings worth $128m over five years, thanks to common procurement, production and distribution networks. Carlsberg plans to name the new beverage business Carlsberg Britvic.

The deal will also expand Carlsberg’s existing relationship with PepsiCo. Britvic bottles PepsiCo drinks in the UK and Ireland while Carlsberg bottles products for the US giant in other countries such as Norway and Sweden. To facilitate the acquisition of Britvic, PepsiCo agreed to waive a change-of-control clause in its contract with the UK firm.

“Britvic is an outstanding business with a strong heritage built on its portfolio of family-favourite brands, long-standing customer relationships, a well-invested supply chain infrastructure and a fantastic team of people across multiple markets,” said Ian Durant, non-executive chair of Britvic. “All these factors have supported a consistent track record of delivery for Britvic’s stakeholders over a sustained period of time.

“The proposed transaction creates an enlarged international group that is well-placed to capture the growth opportunities in multiple drinks sectors,” he continued. “Crucially, to remain competitive at a time when the market is being shaped by the trend of increasing consolidation among bottling partners, Carlsberg’s agreement with PepsiCo provides the combined group with a strong platform for continued success.”

“With this transaction, we are combining Britvic’s high-quality soft drinks portfolio with Carlsberg’s strong beer portfolio and route-to-market capabilities, creating an enhanced proposition across the UK and markets in Western Europe,” said Jacob Aarup-Andersen, chief executive of Carlsberg. “The proposed transaction is attractive for shareholders of Carlsberg, supporting our growth ambitions and being immediately earnings accretive and value accretive in year three.

“We are committed to accelerating commercial and supply chain investments in Britvic, and we are confident that Carlsberg Britvic will become the preferred multibeverage supplier to customers in the UK with a comprehensive portfolio of market-leading brands,” he added.

“We are looking forward to building on our long-standing and successful partnerships with both Carlsberg and Britvic,” said Silviu Popovici, chief executive of PepsiCo Europe. “We believe that the combination of Carlsberg and Britvic will create even stronger sales and distribution capabilities for our winning brands in important markets. We look forward to continuing to expand the partnership into further important markets in the future.”

News: Carlsberg to buy Britvic for $4.2 billion

Saks parent HBC acquires Neiman Marcus in $2.65bn deal

BY Fraser Tennant

In a deal that gives them stronger negotiating power with vendors and greater ability to control costs, Saks Fifth Avenue parent HBC will acquire department-store chain Neiman Marcus for a total enterprise value of $2.65bn.

HBC is financing the deal via a $1.15bn fully committed term loan financing from investment funds and accounts managed by affiliates of Apollo, and a $2bn fully committed revolving asset-based loan facility from Bank of America, Citigroup, Morgan Stanley, RBC Capital Markets and Wells Fargo.

The deal has been struck at a time when luxury retailers are battling slowing demand as high interest rates and inflation force customers to reduce budgets, following a luxury retail boom after the coronavirus (COVID-19) pandemic.

Upon the close of the transaction, HBC will establish Saks Global, a combination of world-class luxury retail and real estate assets, including Saks Fifth Avenue, Saks OFF 5TH, Neiman Marcus and Bergdorf Goodman – each of which will continue operations under their respective brands.

“We are thrilled to take this step in bringing together these iconic luxury names,” said Richard Baker, executive chairman and chief executive of HBC. “For years, many in the industry have anticipated this transaction and the benefits it would drive for customers, partners and employees.”

The boards of directors of HBC and Neiman Marcus Group have approved the transaction.

“This transaction is a testament to our team's unwavering commitment to building rewarding customer relationships, driven by our differentiated business model,” said Geoffroy van Raemdonck, chief executive of Neiman Marcus Group. “We believe this is a proactive choice in an evolving retail landscape that will create value for our customers and brand partners.”

The transaction is subject to the receipt of required regulatory approvals, and other customary closing conditions. Until closing, the companies will continue to operate separately.

Mr Baker concluded: “This is an exciting time in luxury retail, with technological advancements creating new opportunities to redefine the customer experience, and we look forward to unlocking significant value for our customers, brand partners and employees.”

News: Saks owner to buy luxury retailer Neiman Marcus in $2.65-billion deal

Boeing acquires Spirit in $4.7bn aero deal

BY Fraser Tennant

In a move that sees it repurchase its former subsidiary, global aerospace company Boeing is to acquire aerostructures manufacturer and supplier Spirit AeroSystems in an all-stock transaction valued at approximately $4.7bn.

Under the terms of the definitive merger agreement, Boeing will acquire Spirit for $37.25 per share in Boeing common stock, which represents a 30 percent premium to Spirit’s closing stock price of $28.60 on 29 February 2024.

Boeing has long pondered buying back its former subsidiary, which aerospace analysts say has struggled to thrive independently despite diversifying into work for Europe’s Airbus and others.

“We believe this deal is in the best interest of the flying public, our airline customers, the employees of Spirit and Boeing, our shareholders and the country more broadly,” said Dave Calhoun, president and chief executive of Boeing. “By reintegrating Spirit, we can fully align our commercial production systems, including our safety and quality management systems, and our workforce to the same priorities, incentives and outcomes – centred on safety and quality.”

Boeing’s acquisition of Spirit will include substantially all Boeing-related commercial operations, as well as additional commercial, defence and aftermarket operations. As part of the transaction, Boeing will work with Spirit to ensure the continuity of operations supporting Spirit’s customers and programmes it acquires, including working with the US Department of Defence and Spirit defence customers regarding defence and security missions.

“After carefully evaluating Boeing’s offer to combine, we are confident this transaction is in the best interest of Spirit and its shareholders, and will benefit Spirit’s other stakeholders,” said Patrick M. Shanahan, president and chief executive of Spirit. “Bringing Spirit and Boeing together will enable greater integration of both companies’ manufacturing and engineering capabilities, including safety and quality systems.”

Concurrently with the closing of Spirit’s acquisition by Boeing, Spirit has entered into a binding term sheet with Airbus. Under the term sheet, the parties will continue to negotiate in good faith to enter into definitive agreements for Airbus to acquire certain Spirit assets that serve Airbus programmes.

The definitive merger agreement with Boeing and the term sheet with Airbus have been unanimously approved by the board of directors of Spirit.  

Mr Shanahan concluded: “We are proud of the part we have played in Airbus’ programmes and believe bringing these programs under Airbus ownership will enable greater integration and alignment.”

News: Spirit Aero to be broken up as Boeing agrees $4.7 billion stock deal

BlackRock to take Preqin private in $3.2bn deal

BY Richard Summerfield

BlackRock, the world’s biggest asset management company, has agreed to acquire Preqin, a leading independent provider of private markets data, for $3.2bn.

The deal, which is expected to close before year end 2024, subject to regulatory approvals and other customary closing conditions, will see BlackRock acquire 100 percent of the business and assets of Preqin. According to a statement announcing the transaction, Preqin covers 190,000 funds, 60,000 fund managers and 30,000 private markets investors. It is used by money managers, insurers, pensions and wealth managers, among others, and has grown approximately 20 percent per year in the past three years.

Preqin founder Mark O’Hare will join BlackRock as vice chair after the close of the transaction.

According to the firms, BlackRock will fold Preqin’s data and research tools into its Aladdin platform, which provides technology solutions to over 1000 clients. The combination of Preqin with eFront, Aladdin’s private markets solution, brings together the data, research and investment process for fund managers and investors across fundraising, deal sourcing, portfolio management, accounting and performance. Preqin will also continue to be offered as a standalone solution. The deal is set to bring in $240m of estimated revenue in 2024.

“BlackRock’s vision has always been to bring together investments, technology, and data to offer solutions that meet our clients’ needs across their whole portfolio,” said Rob Goldstein, chief operating officer at BlackRock. “As clients increasingly evolve their focus from choosing products to constructing portfolios, this shift requires technology, data, and analytics that create a ‘common language’ for investing across both public and private markets. We see data powering the industry across technology, capital formation, investing, and risk management. Every acquisition has been an opportunity to strengthen our capabilities for clients.”

“Together with Preqin, we can make private markets investing easier and more accessible while building a better-connected platform for investors and fund managers,” said Sudhir Nair, global head of Aladdin. “This presents a substantial opportunity for Aladdin to bridge the transparency gap between public and private markets through data and analytics.”

“BlackRock is known for excellence in both investment management and financial technology, and together we can accelerate our efforts to deliver better private markets data and analytics to all of our clients at scale.” said Mark O’Hare, founder of Preqin. “I look forward to joining BlackRock and continuing to play a role in the continued growth and success of Preqin and our customers.”

“Private markets continue to evolve and so is Preqin,” said Christoph Knaack, chief executive of Preqin. “I am incredibly excited about the opportunities this next phase of growth, together with BlackRock, promises our customers and our employees.”

BlackRock has made a number of moves into alternative assets of late, including its purchase of Global Infrastructure Partners for $12.5bn.

News: BlackRock to buy UK data group Preqin for $3.2 bln

Boston acquires Silk Road in $1.16bn deal

BY Fraser Tennant

In an acquisition that adds innovative technology for stroke prevention to its vascular portfolio, multinational biotechnology firm Boston Scientific Corporation has purchased medical device company Silk Road Medical for $1.16bn.

Under the terms of the definitive agreement, Boston will pay $27.50 for each share of Silk Road held, representing a premium of 27 percent to the stock’s last close. Upon completion of the transaction, Silk Road will become a wholly-owned subsidiary of Boston Scientific.

A medical device company focused on reducing the risk of stroke and its devastating impact, Silk Road has pioneered a new approach for the treatment of carotid artery disease called transcarotid artery revascularization (TCAR).

The TCAR procedure involves accessing the carotid artery through a small incision in the neck and temporarily reversing blood flow away from the brain to prevent plaque from dislodging and causing a stroke. A stent is then placed at the site of the blockage for long-term plaque stabilisation and future stroke prevention.

“The TCAR platform developed by Silk Road Medical is a notable advancement in the field of vascular medicine,” said Cat Jennings, president of vascular, peripheral interventions at Boston Scientific. “The procedure has revolutionised stroke prevention and the treatment of carotid artery disease."

Boston’s acquisition of Silk Road follows its $3.7bn buyout of medical technology company Axonics in January 2024, which gave Boston access to devices used to improve bladder function.

The TCAR system gained US Food and Drug Administration approval in 2015 and is supported by several clinical studies demonstrating a reduced risk of stroke and other complications associated with traditional open surgery. The products sold by Silk Road Medical are the only devices commercially available for use during the TCAR procedure.

The transaction – which has been unanimously approved by Silk Road’s board of directors – is expected to close in the second half of 2024, subject to customary closing conditions.

Ms Jennings concluded: “We believe the addition of the TCAR platform to our vascular portfolio demonstrates our continued commitment to provide meaningful innovation for physicians who care for patients with peripheral vascular disease.”

News: Boston Scientific to buy Silk Road Medical in $1.16 billion deal

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