Men's Wearhouse to acquire Jos. A. Bank
On March 11, 2014, Men's Wearhouse announced it had entered into a definitive merger agreement to acquire rival suit maker Jos. A. Bank for cash consideration of approximately $1.8B. The announcement marks the end of nearly six months of strained negotiations between these two companies, which included unsolicited take-over offers by each of the clothiers and a modern application of the so-called "pac-man defense". In connection with the transaction, Jos. A. Bank terminated its agreement to purchase Eddie Bauer and will pay a $48M termination fee in connection with such determination. As of the date of this publication, the tender offer period has been extended through April 9, 2014. The transaction, which is subject to stockholder and regulatory approvals, is expected to close early in the third quarter of 2014.
Albertsons to acquire Safeway
On March 6, 2014, Albertsons announced it would acquire rival grocer Safeway in a cash and stock deal valued at approximately $9B. Albertsons, which is controlled by a Cerberus Capital Management led investor group, faced competition for Safeway from Kroger, the nation's largest grocery chain. While the definitive merger agreement provided for a 21 day initial go-shop period, no alternative proposals emerged for Safeway. The transaction, which is subject to stockholder and regulatory approvals, is expected to close in the fourth quarter of 2014.
Facebook to acquire WhatsApp
On February 19, 2014, Facebook announced it would acquire the venture capital backed messaging service WhatsApp for approximately $16B in cash and Facebook stock. The transaction also provides for up to $3B in restricted Facebook stock for WhatsApp's founders and employees. The transaction, which is expected to close later this year, is one of the largest ever for a venture capital backed startup.
Actavis to acquire Forest Laboratories
On February 18, 2014, Actavis announced it will acquire Forest Laboratories in a cash and stock deal valued at approximately $25B. The transaction which is expected to close in mid-2014, represents a significant win for activist investor, and Forest's second largest shareholder, Carl Icahn. Icahn, who in the past four years has waged two proxy battles at Forest, supported the transaction and stands to profit substantially from the approximately 25 percent transaction premium over Forest's pre-announcement price.
Comcast to acquire Time Warner Cable
On February 13, 2014, Comcast announced it would acquire Time Warner Cable for approximately $45B in an all stock deal. While the announcement seemingly ended the nearly year long takeover attempt of Time Warner Cable by rival cable operator Charter Communications, on March 28, 2014, Charter initiated a proxy solicitation against the Comcast acquisition, citing regulatory approval risk and a flawed deal process. The transaction, which combines the largest two cable operators in the U.S., is expected to face heavy regulatory scrutiny at both the federal and state level. While Comcast is prepared to divest up to three million subscribers in response to regulatory concerns, in the event the transaction fails under regulatory scrutiny, no break up fee will be payable by either party.
Suntory to acquire Beam
On January 13, 2014, Suntory announced it would acquire U.S. bourbon distiller Beam for cash consideration of approximately $16B. At a special meeting held on March 25, 2014, shareholders of Beam voted to approve the pending transaction. While still subject to regulatory approval in the European Union, the transaction is expected to close early in the second quarter of 2014.
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.
