Lighthouse by CTFN

Lighthouse provides a daily morning round-up of M&A and other tradeable events, source docs, a pre-event list and special reports. Affiliate of @ctfn_news.

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Pre-notification duration on EU FSR reviews, by acquirer geography:

OECD: 1–3 mo
UAE: ~6 mo
Saudi (incl. PIF): ~6–8+ mo
China: 8–12 mo

The full distribution — and what it means for arb spreads — in our new Lighthouse FSR tutorial.

Purchase here ↓

https://t.co/8BpP4yv2QQ

#mergers #europeancommission #fsr

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$AMWD $MBC

The US Federal Trade Commission has formally closed its antitrust investigation into the proposed merger between MasterBrand and American Woodmark Corporation.

The expiration of the Hart-Scott-Rodino waiting period removes the final major regulatory hurdle for the pro forma $3.6bn building materials combination.

American Woodmark shareholders previously approved the all-stock transaction, which will provide them with 5.15 shares of MasterBrand common stock for each share held.

The companies expect the transaction to finalize before markets open on May 28, with American Woodmark shares scheduled to halt trading at the close of today's session.

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#Arbitrage #Mergers #Furniture #BuildingMaterials #AmericanWoodmark #MasterBrand #Stocks #Investing

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$UMG.NA $UMG $PSH.NA $PSH

Major shareholder Bolloré Group has urged Universal Music Group to reject Pershing Square Capital’s €30.40-per-share cash-and-stock acquisition proposal.

Bolloré CEO Cyrille Bolloré stated the €55.9bn offer is too low, carrying significant weight as his family controls 18.5% of the equity and nearly 40% of the voting rights.

Pershing Square is seeking to merge the record label with its Sparc vehicle, move the corporate base to Nevada, and shift its primary listing from Amsterdam to the NYSE.

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#Arbitrage #Mergers #Entertainment #Music #UniversalMusicGroup #PershingSquare #Bollore #Stocks #Investing

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$BOY.LN $BOY $APO

Apollo Global Management has made a £1.52bn unsolicited cash takeover proposal to acquire UK industrial services provider Bodycote plc.

Target shareholders would receive 885p per share in cash while retaining a proposed 16.1p final dividend, representing a 27% premium.

Bodycote confirmed that discussions with the private equity firm are ongoing ahead of a formal PUSU deadline scheduled for June 19.

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#Arbitrage #Mergers #IndustrialServices #UK #Bodycote #ApolloGlobalManagement #Stocks #Investing

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$WBD $PSKY

Paramount Skydance has retained prominent antitrust litigator Jeffrey Kessler to help defend its planned $110bn acquisition of Warner Bros Discovery.

Kessler will work alongside a legal team including Makan Delrahim, David Gelfand, Latham & Watkins, and Cravath to navigate brewing legal opposition.

The reinforcement comes as a group of Paramount subscribers seeks a preliminary injunction to block the transaction over competition concerns in streaming, news, and theatrical distribution.

Despite the subscriber litigation, the companies do not expect formal challenges from the US Department of Justice, state prosecutors, or foreign regulators.

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#Arbitrage #Mergers #Entertainment #Media #WarnerBrosDiscovery #ParamountSkydance #Stocks #Investing

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IMAX
Pre-event, Takeover Speculation, Entertainment, Media

IMAX is exploring a sale and has approached entertainment companies as potential buyers, the Wall Street Journal reported, citing people familiar with the situation. The process is at an early stage and may not result in a deal. IMAX’s search for a buyer comes as premium theatrical experiences are outpacing the broader box office, with premium screens accounting for 16% of US and Canada ticket sales through early April, up from 13% in the same period in 2021.

https://t.co/ERyNKsf2HT

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$REC.IM $REC $CVC.NA $CVC

Respighi BidCo, backed by CVC and Groupe Bruxelles Lambert, has launched a voluntary cash tender offer to acquire Recordati for an implied equity value of €10.7bn.

Minority shareholders are set to receive €51.29 per share in cash ex-dividend, equivalent to €52.00 including the target’s 2025 dividend balance.

Recordati's controlling shareholder Rossini has irrevocably agreed to tender its 46.82% stake to the newly formed buying consortium.

The transaction remains subject to a 66.67% minimum acceptance threshold as well as standard antitrust and foreign direct investment clearances.

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#Arbitrage #Mergers #Healthcare #Pharmaceuticals #Recordati #CVCCapital #GBL #Stocks #Investing

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$WBD $PSKY

Paramount Skydance is internally targeting July 15 to finalize its $110bn acquisition of Warner Bros Discovery, ahead of its public third-quarter guidance.

If the transaction is delayed past September 30, Warner Bros shareholders will receive a $0.25-per-share quarterly ticking fee.

Paramount will owe a $7bn reverse termination fee to the target company if the combination fails due to regulatory obstacles.

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#Arbitrage #Mergers #Entertainment #Media #WarnerBrosDiscovery #ParamountSkydance #Stocks #Investing

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$AVB $EQR

Equity Residential has entered a definitive merger of equals agreement to combine with AvalonBay Communities for an implied equity value of $26.3bn.

AvalonBay shareholders are set to receive 2.793 Equity Residential shares for each share held in an all-stock transaction carrying a nil premium.

The transaction is subject to approvals from both companies' shareholders and requires standard closing conditions without restrictive regulatory hurdles.

Closing is anticipated in the second half of 2026, structured with a $1.070bn target break fee and a $1.005bn reverse termination fee.

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#Arbitrage #Mergers #RealEstate #REIT #AvalonBay #EquityResidential #Stocks #Investing

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$DCC.LN $DCC $KKR

A private equity consortium led by KKR and Energy Capital Partners is weighing a sweetened takeover bid for Irish energy distributor DCC plc.

The move follows the DCC board's recent unanimous rejection of the group's initial £4.95bn unsolicited cash proposal, which valued the company at £58 per share.

Under Irish Takeover Rules, the bidding consortium faces a formal PUSU deadline of June 10 to either announce a firm intention to make an offer or walk away.

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#Arbitrage #Mergers #Energy #Infrastructure #DCC #KKR #EnergyCapitalPartners #Stocks #Investing

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$TWO $UWMC

Two Harbors Investment Corp. adjourned its special shareholder meeting to allow more time to solicit proxies for its pending all-cash acquisition by CrossCountry Mortgage.

The company's board continues to unanimously recommend the transaction, despite an active rival proposal from UWM Holdings.

A Maryland federal court denied an investor request to further delay the vote, ruling that the plaintiff failed to show the proxy disclosures were materially misleading.

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#Arbitrage #Mergers #FinancialServices #TwoHarbors #CrossCountryMortgage #UWMHoldings #Stocks #Investing

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$DHER.GR $DHER $UBER

Uber has increased its investment in Delivery Hero, acquiring additional shares and financial instruments to raise its ownership stake to 19.5% of issued capital.

The ride-hailing and delivery giant has also secured an option to acquire a further 5.6% stake, cementing its position as the largest shareholder in the Berlin-based food delivery company.

Delivery Hero welcomed the equity expansion as an endorsement of its platform and Everyday App strategy amid its ongoing strategic review and the upcoming departure of its chief executive.

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#Arbitrage #Mergers #FoodDelivery #Tech #DeliveryHero #Uber #Stocks #Investing

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$GOOGL $BX

Google and Blackstone have announced a definitive joint venture agreement to establish a new US-based AI cloud infrastructure company.

The venture is backed by an initial $5bn equity commitment from majority-owner Blackstone, which intends to support up to $25bn of total compute investments using leverage.

Longtime Google executive Benjamin Treynor Sloss will serve as CEO, with the business utilizing Google's hardware, software, and proprietary Tensor Processing Units.

The partnership aims to bring 500MW of data center capacity online by 2027 to deliver Compute-as-a-Service capabilities and expand the scale of Google's specialized chips.

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#Arbitrage #Mergers #Technology #AI #Google #Blackstone #Cloud #Investing

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$RAMP $PUB.FP $PUB

Publicis Groupe has entered a definitive agreement to acquire LiveRamp Holdings for an implied equity value of approximately $2.3bn.

Shareholders are set to receive $38.50 per share in cash, representing a 29.8% premium to LiveRamp's closing price on May 15.

The transaction requires approval from LiveRamp shareholders and expects to utilize a matching $32.35mn reciprocal termination fee structure.

Closing is anticipated to occur before the end of 2026, with Publicis intending to fund the acquisition using cash on hand and debt.

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#Arbitrage #Mergers #MarketingTechnology #AI #LiveRamp #Publicis #Stocks #Investing

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$D $NEE

NextEra Energy has entered into a definitive agreement to combine with Dominion Energy for an implied equity value of approximately $69bn.

Dominion Energy shareholders are set to receive 0.8138 NextEra Energy shares for each share held plus a pro-rata share of a $360mn cash payment, representing a 27% premium.

The transaction is subject to dual shareholder votes alongside a multi-state regulatory approval process spanning Virginia, North Carolina, and South Carolina.

Closing is anticipated within 12 to 18 months, backed by reciprocal termination fees including a $4.83bn reverse break fee payable by NextEra.

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#Arbitrage #Mergers #Utilities #Energy #DominionEnergy #NextEraEnergy #Stocks #Investing

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$7201.JP $7201 $7267.JP $7267

Honda and Nissan are reportedly poised to restart merger negotiations following the collapse of their initial strategic discussions last year.

Nissan leadership confirmed that bilateral talks remain active, aided by narrowing financial disparities that have improved the feasibility of a massive domestic tie-up.

The potential consolidation aims to pool capital and optimize overlapping product portfolios as both automakers combat fierce competition from aggressively expanding Chinese rivals.

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#Arbitrage #Mergers #Automobiles #Honda #Nissan #Japan #Auto #Investing

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$SES.CN $SES $GFL.CN $GFL

Leading proxy advisory firms ISS and Glass Lewis have officially recommended that SECURE Waste Infrastructure shareholders vote in favor of the proposed acquisition by GFL Environmental.

The independent advisors highlighted the compelling strategic rationale, attractive valuation, and the potential for significant upside through equity participation in the combined environmental services entity.

Shareholders of the target company are scheduled to cast their votes on the transaction during the upcoming Extraordinary General Meeting set for May 25.

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#Arbitrage #Mergers #EnvironmentalServices #WasteManagement #SECURE #GFLEnvironmental #TSX #Investing

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$SPI.LN $SPI

Spire Healthcare has confirmed the receipt of a non-binding takeover proposal from its second-largest shareholder, Toscafund, valuing the UK hospital operator at 250p per share.

The board of directors indicated they would unanimously recommend a formal bid at this valuation, which uniquely includes an option for existing shareholders to roll their stakes into a newly unlisted entity.

Under UK Takeover Panel rules, Toscafund now faces a strict PUSU deadline set for June 11 to either declare a firm intention to make an offer or officially walk away.

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#Arbitrage #Mergers #Healthcare #SpireHealthcare #Toscafund #LondonStockExchange #Investing #Acquisitions

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$EBAY $GME

GameStop CEO Ryan Cohen has publicly reiterated his intent to acquire and operate eBay after the e-commerce giant's board formally rejected the unsolicited $125 per share takeover proposal as neither credible nor attractive.

Highlighting GameStop's $9bn cash position and $20bn financing commitment, Cohen heavily criticized eBay's current management for under-earning and destroying shareholder value.

Escalating the hostile approach, Cohen indicated GameStop is prepared to bypass the board entirely and take the proposal directly to the target's true owners.

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#Arbitrage #Mergers #Tech #GameStop #eBay #Ecommerce #Activism #Investing

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$PSKY $WBD

US and EU lawmakers have issued a stark warning to Paramount Skydance CEO David Ellison that the proposed acquisition of Warner Bros Discovery will face rigorous antitrust scrutiny in Europe.

Regulators are preparing to intensely examine the transaction's impact on market definition, vertical integration, media pluralism, and foreign financing risks across the broader film and television landscape.

Despite the mounting political and regulatory pushback, Paramount management maintains its expectation to officially close the massive media consolidation by September.

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#Arbitrage #Mergers #Media #Entertainment #WBD #PSKY #Antitrust #Investing

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$7389.JP $7322.JP

Aichi Financial Group and San Ju San Financial Group have announced preliminary plans to integrate their operations to create a regional banking entity with more than ¥11.6tn in total assets.

The prospective tie-up highlights an accelerating wave of regional bank consolidation across Japan as institutions navigate structural demographic changes, rising interest rates, and fierce competition for deposits.

Specific transaction terms, valuation details, and official integration timelines will be formally disclosed to the market once definitive arrangements are finalized between the parties.

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#Arbitrage #Mergers #FinancialServices #Banking #AichiFinancial #SanJuSan #Japan #Investing