Good afternoon,

I hope everyone stateside had an excellent Thanksgiving holiday! The market was closed on Thursday, and Friday was a half-day. Thus, this week’s update is a tad shorter than usual. Happy reading!

Listings Last Week

Listing Plans and Rumors

• Medline Industries hired Goldman and Morgan Stanley to lead its planned US IPO and also hired JPMorgan and BofA. The planned IPO is expected in Q2 2025 and could raise over $5 billion and value the company at up to $50 billion.

• SPAC Future Vision II Acq. Corp. ($FVN) entered into a definitive agreement to merge with Viwo Technology, a China-based MarTech company.

• SPAC AI Transportation Acq. Corp. ($AITR) terminated its merger with American Metals (was to be renamed Electrified Materials), a subsidiary of American Resources Corp.

• Goldman Sachs' technology equity capital markets head, Will Connolly, predicts that the number of tech IPOs will more than double in 2025, noting a significant pool of large tech IPO candidates and strong investor demand.

IPO Candidates

• SoftBank plans to invest another $1.5 billion into OpenAI via an employee tender offer at the $157 billion valuation from its previous $6.6 billion funding round in October.

• Digital verification company ID.me completed a tender offer at a $1.8 billion valuation, up from $1.73 billion two years prior. New investor, Ribbit Capital, led the transaction, with participation from existing investors Viking Global Investors and Google (CapitalG). ID.me was previously reported to be preparing for a possible 2025 IPO, depending on market conditions.

• Halcyon, a ransomware defense platform, raised a $100M Series C at a valuation of $1 billion, led by Evolution Equity Partners and with participation from Bain Capital Ventures, Dropbox Ventures, and ServiceNow Ventures, among others. This raise increases its total funding to $190M.

• Analytics firm Pyramid Analytics raised a $50M Series A from BlackRock Capital Investment Advisors.

• Eon, a cloud backup platform, raised a $70M Series C led by BOND, increasing its valuation to $1.4 billion. Founded in January 2024, Eon has raised a total of $200M.

• Former BP CEO Bernard Looney will chair U.S.-based data center company Prometheus Hyperscale, after resigning from BP in 2023.

• Cortica, a care provider for autistic and neurodivergent children, raised an $80M Series A that was co-led by Morgan Health, a unit of JPMorgan focusing on employer-sponsored health care, alongside Nexus NeuroTech Ventures and existing investor Autism Impact Fund.

• Revolut is offering former employees the chance to sell up to 5% of their vested shares in a secondary sale at its $45 billion valuation, provided they held $100,000 or more in shares and were with the company for at least 24 months. This follows a previous sale for current employees and has already enabled early investors to sell over $300M in shares.

• Insight Partners-owned Tricentis, a software testing provider, raised $1.33 billion from GTCR, valuing the company at $4.5 billion.

Public M&A Activity

Announcements

• EnLink Midstream ($ENLC) to be acquired by ONEOK ($OKE) in an all-stock deal, by purchasing the shares of ENLC it doesn't already own. ENLC holders will receive 0.1412 OKE shares per ENLC share (4.94% premium to the closing price prior to announcement) or a consideration of $4.3 billion in ONEOK common stock at the time of the announcement. ENLC and OKE holders will own 6% and 94% of the combined company, respectively.

• Brightcove ($BCOV) to be acquired by Bending Spoons in an all-cash deal, at $4.45 per share (39.50% premium to the closing price prior to announcement), with a transaction value of appx. $230M.

• Summit Materials ($SUM) to be acquired by Quikrete Holdings Inc in an all-cash deal, at $52.50 per share (1.63% premium to the closing price prior to announcement), or an enterprise value of appx. $11.5 billion. The transaction is expected to close H1 2025. The deal represents a 1.63% premium to the closing price prior to announcement and a 29.25% premium to the closing price prior to Oct 24, the date the merger talks were reported.

• Poseida Therapeutics ($PSTX) to be acquired by Roche (OTC: $RHHBY) in an all-cash deal, at $9.00 per share (215% premium to the closing price prior to announcement), plus a non-tradeable CVR to receive up to an aggregate of $4.00 per share in cash. This corresponds to a total equity value of appx. $1.5 billion.

Closings

• Bain Capital closed its $4.5 billion acquisition ($63.15 per share) of Envestnet.

• Longboard Pharmaceuticals' ($LBPH) acquisition by Lundbeck is expected to close on Dec 2, after Lundbeck's tender offer to acquire all the outstanding shares of LBPH expired on Nov 27.

• TechTarget's ($TTGT) merger with Informa Tech’s digital businesses is expected to close on Dec 2, with the combined company continuing to operate as TechTarget and continue trading under the same TTGT symbol.

Terminations / Talks Failed / Disregarded

• Brookfield Asset Management has abandoned its plan to acquire Grifols SA ($GRFS), after months of negotiations and following the rejection of its €6.45 billion ($6.8 billion) indicative offer by Grifols' board. Brookfield cited "extensive due diligence" as another reason for its decision. The proposed takeover, which aimed to take Grifols private in partnership with the Grifols family (who own about 35% of the company), faced challenges, including disagreements with the family over pricing and difficulties in obtaining necessary information about related-party transactions. A spokesperson for the Grifols family stated they would not support another take-private transaction and expressed satisfaction with shareholder support for a higher company valuation.

  • Around a dozen lenders are losing out on appx. €220 million ($232 million) in underwriting fees after Brookfield Asset Management withdrew its bid to take Grifols private. The banks had been preparing a leveraged loan and bond financing of about €11 billion, with the expected fees projected to be around 2% of the debt package.

• Qualcomm's interest in acquiring Intel ($INTC) has diminished after a preliminary approach was made in September.

• Lifeway Foods ($LWAY), which rejected Danone's unsolicited acquisition offer of $27.00 per share on Nov 20, provided more details. Lifeway cited the offer as a significant undervaluation and believes that Lifeway's standalone plan has the potential to deliver greater value to shareholders. The Board stated that it is not opposed to a sale, if the price is right.

Live Deal Updates

• Japan's Prime Minister Shigeru Ishiba has requested President Biden's approval for Nippon Steel's $15 billion acquisition of US Steel ($X), which is under review by CFIUS. The decision is expected next month before Trump, who has said he intends to block the deal, takes office.

• Berry Global Group ($BERY), which announced it will be acquired by Amcor ($AMCR), has agreed to sell its Specialty Tapes business to Nautic Partners for appx. $540M. The proceeds will be used to pay down Berry's debt.

• Siemens (OTC: $SIEGY) has obtained a $10.5 billion bridge loan to finance its acquisition of software maker Altair Engineering ($ALTR), with the loan initially underwritten by Goldman Sachs and set to be syndicated to over 10 banks.

• Mars is preparing an investment-grade bond sale for early next year to finance its $36 billion acquisition of Kellanova ($K), following a $29 billion bridge loan secured in August from Citigroup and JPMorgan. The bond issuance may occur in December or early next year, with the Kellanova acquisition expected to close in the first half of 2025

Potential M&A

• Amid plans to establish an AI game studio under his AI company xAI, Elon Musk criticized Hasbro ($HAS) and Wizards of the Coast for their treatment of Dungeons & Dragons' original creators in the "Making of Original D&D" book. He stated on X, "Nobody, and I mean nobody, gets to trash E. Gary Gygax." Later, Musk posted another question on X: "How much is Hasbro?", reminiscent of his infamous tweet asking about Twitter's acquisition cost before he actually purchased the platform.

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Activism, Investor Disputes & Shorts

• TAFE, a major agricultural equipment manufacturer that holds a 16.3% stake in AGCO ($AGCO), proposed a shareholder resolution to separate the CEO and Chair of the Board positions at AGCO.

• Stadium Capital Management, the largest Sleep Number ($SNBR) shareholder with an 11.7% stake, issued a public letter to SNBR shareholders expressing concerns over the company's leadership and governance, including the recent announcement of governance changes including the retirement of the CEO. Stadium calls on SNBR to engage with the investor to add new directors to the board, appoint an executive chairman, and ensure an independent CEO search process.

• Activist investor Starboard Value acquired a 5.9% stake in Healthcare Realty Trust ($HR), stating it believes the shares are undervalued, as detailed in a 13D filing with the SEC.

  Autodesk's ($ADSK) CEO is focusing on cutting costs in its sales and marketing teams amid pressure from activist investor Starboard Value, which has called for increased margins and was considering supporting the ouster of ADSK's CEO. The company recently authorized a $5 billion buyback and raised its annual profitability guidance while appointing a new CFO.

• Iceberg Research reinitiated their short on Quantum Computing ($QUBT) and published another short report targeting the quantum computing company titled 'Quantum Computing Inc.: the Phantom Chip Foundry'.

• Fuzzy Panda Research published a short report targeting uranium enrichment company ASP Isotopes ($ASPI), titled 'Failed Tech + Paid Stock Promotion + 'Microcap Fraudsters”' (Honig & Stetson) = Nuclear Meltdown'.

Separations, Restructurings, and Other Special Sits

• A trial regarding the DOJ's proposals to reduce Alphabet’s ($GOOG) online search market dominance will proceed as scheduled in April, according to U.S. District Judge Amit Mehta. The DOJ's plan includes potentially requiring Google to divest its Chrome browser and Android operating system.

• Brazilian fintech StoneCo ($STNE) has received several nonbinding offers to acquire its software unit Linx, but the bids are below the 6.7 billion reais ($1.14 billion) it paid in 2020. Currently, 20 potential bidders have signed non-disclosure agreements to access information about the sale.

• Select Medical Holdings ($SEM) has completed its spinoff of Concentra Group ($CON) via the distribution of its remaining 104,093,503 shares of CON, representing about 81.7% of Concentra's outstanding common stock, to SEM holders. SEM now holds no shares in Concentra.

• Lions Gate Entertainment ($LGF.A) filed an amended S-4 for its plan to complete the separation of its Starz and Lionsgate Studios business. After initially spinning out appx. 13% of Lionsgate Studios into a separate public company, Lionsgate Studios Corp. ($LION), via a SPAC merger transaction, Lions Gate plans to complete the separation by spinning off the remaining appx. 87% of Lionsgate Studios stock to its shareholders. Upon completion of the separation, which is expected at the end of the year or early 2025, Lions Gate Entertainment ($LGF.A) will be renamed Starz Entertainment and will trade on Nasdaq under the symbol STRZ.

Bankruptcies/ Liquidations

• Vroom (VRM --> $VRMMQ) was delisted by Nasdaq and began trading OTC under the new symbol VRMMQ after it announced that it filed for Chapter 11 bankruptcy on Nov 13.