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Mergers IPOs

Mergers & Acquisitions

Second Most Active U.S. Public M&A Environment on Record

The dollar value of newly announced Merger and Acquisition deals with U.S. publicly traded target companies surged to its highest first half level since the record was set in 2015. According to Deal Point Data’s research, $508 billion dollars of M&A deals were announced during the first six months of 2019. First half activity was only 1.7% below the all-time high and 85% above the 10-year average level. On a year-over-year basis, dollar volume increased 15.1% in June, 4.6% in Q2, and 10.2% for the half year. On a sequential basis, the first half of 2019 was up 94.4% compared to the second half of 2018. In a sign that the market was not overheating, the average unaffected control premium was a moderate 29.96% during the first half, 20.4% below the ten-year average. Goldman, Sachs topped the Deal Point Data investment banking league table for announced U.S. public target deals during the first half advising on $162.3 billion in deals. Wachtell Lipton advised on $142.4 billion in announced deals to earn the number one ranking among legal advisers.


Top 5 Largest U.S. Public M&A Deals Announced during First Half 2019
Target Acquirer Equity Value ($bil)
Celgene Corporation Bristol-Myers Squibb Company 71.6
Raytheon Company United Technologies 52.0
Anadarko Petroleum Occidental Petroleum 37.9
Worldpay, Inc. Fidelity National Information Services 34.8
SunTrust Banks BB&T Corporation 28.2

Market Leaders - U.S. Public Mergers

Wachtell, Lipton, Rosen & Katz was the top ranked legal adviser on U.S. public M&A deals announced during the first half of 2019. Wachtell advised on 14 public deals valued at $249.4 billion. Kirkland & Ellis ranked second in the high-profile public M&A advisory market while Skadden rounded out the top three.

Rank Firm Equity Value ($bil)
1 Wachtell, Lipton, Rosen & Katz 249.4
2 Kirkland & Ellis 100.8
3 Skadden 88.4

M&A Adviser Fee Watch

As of July 1, 2019, record M&A advisory fees of $2.03 billion have already been disclosed on U.S. public deals announced during the first half of 2019. Goldman led the market with $447 million in fees disclosed. JP Morgan took second place among financial advisers. Morgan Stanley rounded out the top three in disclosed fees.

Corporate Governance Activity

China Biologic Products Holdings, Inc.19 Sep 19
Poison Pill Exemption/Carveout/Waiver Announcement
DPD Note: The company disclosed it received a preliminary non-binding proposal to acquire the company by a group comprised of Beachhead Holdings Limited, CITIC Capital China Partners IV, L.P., PW Medtech Group Limited, Parfield International Ltd., HH Sum-XXII Holdings Limited and V-Sciences Investments Pte. Ltd and that the Board has determined that each member of the buyer group shall be an "exempt person" under the company's currently effective preferred shares rights agreement. (6-K )
Merrimack Pharmaceuticals, Inc.19 Sep 19
Update:Proxy Fight Director Nomination on 03/14/2019
DPD Note: While in the midst of a proxy fight with JFL Capital Management LLC, the company entered into a cooperation agreement with Newtyn Management and Western Standard who collectively own approximately 15% of the company's outstanding shares. Under the agreement, Newtyn and Western will each be given a Board seat and they will vote their respective shares in support of the company's slate of nominees and proposals at the 2019 annual meeting scheduled for October 17, 2019. JFL Capital previously nominated a four-person slate. (Press Release )
National Fuel Gas Company19 Sep 19
Governance/Defense Controversy/Criticism
DPD Note: GAMCO 13D/A disclosed it is reviewing potential candidates for nomination to the company's Board and that it submitted a 14a-8 proposal to declassify the Board. (SC 13D/A )
Abeona Therapeutics Inc.18 Sep 19
Other Material Defense/Proxy Disclosure
DPD Note: 8-K to disclose that the Board approved an amendment to the company's bylaws to remove Article XII (to eliminate the "loser pays" fee-shifting bylaw) but no actual bylaw amendment was filed. (8-K )
Global Payments Inc.18 Sep 19
Governing Documents Filing (Restated Only)
• Exhibit: Charter Amended/Restated Effective 09/17/2019 (S-8 POS )
Progenics Pharmaceuticals, Inc.18 Sep 19
Disclose Commencement of Written Consent (By Stockholder)
DPD Note: Velan Capital, L.P. announced it will solicit written consents to amend the company's bylaws to fix the size of the Board at seven members, remove three existing members of the Board without cause, and elect its slate of five nominees. Velan Capital, L.P. previously solicited proxies against the election of certain directors at the company's July 2019 annual meeting after the company rejected its attempt to nominate an alternate slate of directors. (PREC14A )
Enzo Biochem, Inc.17 Sep 19
Proxy Fight Director Nomination
DPD Note: Harbert Discovery Funds announced it nominated a two-person slate for election at the company's 2019 annual meeting. Harbert cited the company's history of underperformance and failed corporate governance including its over-tenured, classified Board. The company previously disclosed it expected to hold the 2019 AGM on or about January 3, 2019. (SC 13D/A )
Primo Water Corporation17 Sep 19
Governance/Defense Controversy/Criticism
DPD Note: In a press release and public letter to stockholders, Legion Partners Holdings, LLC called for changes to enhance stockholder value and improve governance including replacing long-tenured directors and declassifying the Board. (SC 13D/A )
Organogenesis Holdings Inc.16 Sep 19
Governing Documents Filing (No Disclosure)
DPD Note: The company filed an amended Registration Statement on Form S-3 as an exhibit-only filing to disclose the company's current charter and bylaws. The company did not provide any disclosure regarding changes made to the bylaws since they were originally filed in December 2018. The only changes identified by Deal Point Data was to add an exception to the forum provision (Section 7.10. Forum) for claims related to the Securities Exchange Act of 1934 (i.e., "(2) any action asserted under the Securities Exchange Act of 1934, as amended, or the rules and regulations promulgated thereunder, for which federal courts have exclusive jurisdiction."). (S-3/A )
Perma-Pipe International Holdings, Inc.16 Sep 19
Poison Pill Expiration
DPD Note: On September 15, 2019 the company's stockholder rights plan expired without renewal or replacement. The company disclosed the expiration in an 8-K and press release. (8-K )
American Renal Associates Holdings, Inc.13 Sep 19
Advance Notice Disclosure
DPD Note: The company announced it will hold its 2019 annual meeting on December 6, 2019 which is more than 70 days after the anniversary of the company's 2018 annual meeting held on May 2, 2018 triggering the alternative timing provision in the company's advance notice bylaws and a new deadline under Rule 14a-8. The company's bylaws require a resetting of the deadline for propsosals and nominations if the date of the annual meeting is delayed by more than 70 days from the anniversary date of the prior year's meeting and a new deadline under Rule 14a-8 is triggered if the date of this year's annual meeting has been changed by more than 30 days from the date of the previous year's meeting. (8-K )
Alaska Communications Systems Group, Inc.12 Sep 19
Governance/Defense Controversy/Criticism
DPD Note: 13D/A by TAR Holdings LLC includes a letter to the company's Board suggesting the company refresh its Board by replacing long serving directors and rescind its poison pill that TAR claims was not implemented to protect tax benefits but to entrench the prior management and Board. TAR settled a proxy fight with the company in May 2018. (SC 13D/A )
Genworth Financial, Inc.12 Sep 19
Advance Notice Disclosure, Discloses AGM Date
DPD Note: The company disclosed that the 2019 annual meeting will be held on December 12, 2019 in the event that the merger with China Oceanwide Holdings Group Co., Ltd. is not completed by that date. The company also provided updated advance notice deadlines. (8-K )
Hudbay Minerals Inc.12 Sep 19
Poison Pill Expiration
DPD Note: On September 12, 2019, the company's rights plan expired. The plan's definition of expiration date included a date six months from the March 12, 2019 adoption effective date if initial stockholder ratification for the plan had not been obtained. When it announced the adoption of the rights plan, the company also disclosed that it did not intend to seek initial stockholder ratification for the plan at its 2019 annual meeting and therefore anticipated that the plan would lapse on September 12, 2019 (i.e., essentially adopting a limited duration rights plan while in the midst of a proxy fight for Board control with Waterton Global Resource Management, Inc.). (Deal Point Data Research )
Farmer Bros. Co.11 Sep 19
Governing Documents Filing (No Disclosure)
DPD Note: The company filed a restated charter with an effective date of September 5, 2019 but did not provide any disclosure regarding changes made to the document. The only changes identified by Deal Point Data in the newly filed charter was to delete this text from paragraph (c) in the Fifth Article "The initial division of the Board of Directors into classes shall be made by the decision of the affirmative vote of a majority of the entire Board of Directors. The term of the initial Class I directors shall terminate on the date of the 2004 annual meeting; the term of the initial Class II directors shall terminate on the date of the 2005 annual meeting; and the term of the initial Class III directors shall terminate on the date of the 2006 annual meeting." plus other minor changes including a change of the address of the registered office of the Corporation in Delaware. (10-K )
Farmer Bros. Co.11 Sep 19
Proxy Fight Director Nomination
DPD Note: The company announced that Jeanne Farmer Grossman is nominating two individuals for election to the company's Board at the yet to be scheduled 2019 annual meeting. Ms. Grossman also submitted a non-binding proposal to declassify the Board. Ms. Grossman is a member of the company's Board of Directors and has not publicly disclosed any disagreements with the company. (8-K )
Heska Corporation11 Sep 19
Other Material Defense/Proxy Disclosure
DPD Note: The company disclosed it will waive the application of the NOL ownership limit contained in its charter with respect to the issuance and transfer of a $75 million convertible note offering and any issuance of shares of common stock upon conversion of the notes. (8-K )
W. R. Grace & Co.11 Sep 19
Update:Expiration on 04/02/2018
DPD Note: Eighteen months after the company's rights plan expired it filed a Form 15 to terminate the registration of the Preferred Stock Purchase Rights. (15-12B )
Expedia Group, Inc.10 Sep 19
Advance Notice Disclosure, Discloses AGM Date
DPD Note: The company announced it will hold the 2019 annual meeting on December 3, 2019 which is more than 30 days after the anniversary of the company's 2018 annual meeting held on June 20, 2018 triggering a new deadline under Rule 14a-8. The company's governing documents are silent on advance notice timeliness requirements for non-14a-8 proposals and nominations. (8-K )
AT&T Inc.09 Sep 19
Governance/Defense Controversy/Criticism
DPD Note: Activist investor Elliott Management announced it acquired $3.2 billion of company common stock and disclosed a letter to the company's Board outlining a four-part plan to enhance stockholder value. Elliott Management's recommendation include enhancing the Board with industry experts and the need to adopt corporate governance best practices relating to Board oversight and management. (Press Release )
Aviat Networks, Inc.09 Sep 19
Poison Pill Expiration
DPD Note: On September 6, 2019, the company's stockholder rights plan expired without renewal or replacement. The company did not make any disclosure regarding the expiration. (Deal Point Data Research )
Casey's General Stores, Inc.09 Sep 19
Governing Documents Filing (Refiling)
• Exhibit: Bylaws Amended/Restated Effective 03/02/2018 (10-Q )
Casey's General Stores, Inc.09 Sep 19
Governing Documents Filing (Refiling)
• Exhibit: Bylaws Amendment Effective 09/05/2018 (10-Q )
Casey's General Stores, Inc.09 Sep 19
Governing Documents Filing (Refiling)
• Exhibit: Charter Amendment Effective 06/28/2019 (10-Q )
Casey's General Stores, Inc.09 Sep 19
Governing Documents Filing (Refiling)
• Exhibit: Charter Amendment Effective 09/04/2019 (10-Q )
Casey's General Stores, Inc.09 Sep 19
Governing Documents Filing (Refiling)
• Exhibit: Charter Amendment Effective 09/05/2018 (10-Q )
Casey's General Stores, Inc.09 Sep 19
Governing Documents Filing (Refiling)
• Exhibit: Charter Amended/Restated Effective 12/06/2017 (10-Q )
Casey's General Stores, Inc.09 Sep 19
Governing Documents Filing (Refiling)
• Exhibit: Bylaws Amendment Effective 06/28/2019 (10-Q )
Casey's General Stores, Inc.09 Sep 19
Governing Documents Filing (Refiling)
• Exhibit: Bylaws Amendment Effective 09/05/2019 (10-Q )
Celadon Group, Inc.05 Sep 19
Poison Pill Amendment
DPD Note: Amendment to exempt the Warrant Purchase Agreement dated as of July 31, 2019 with Luminus Energy Partners Master Fund, Ltd. under which Luminus acquired warrants exercisable for common shares and convertible preferred stock (8-K )
Church & Dwight Co., Inc.05 Sep 19
Governance/Defense Controversy/Criticism
DPD Note: Spruce Point Capital Management, which has a short position in the company, issued a "A Strong Sell Research Opinion" highlighting the downside risks to the stock price for reasons including culture, acquisition strategy, aggressive accounting practices, and substandard corporate governance practices. (Press Release )
AMAG Pharmaceuticals, Inc.04 Sep 19
Disclose Commencement of Written Consent (By Stockholder)
DPD Note: Caligan Partners LP filed preliminary proxy materials to solicit written consents to remove without cause four directors on the company's nine member Board and replace them with four Caligan Partners' nominees. Caligan Partners owns approximately 10.3% of the company's outstanding common shares. (PREC14A )
Open Text Corporation04 Sep 19
Poison Pill Amendment
DPD Note: Extend expiration date from the time of the annual meeting in 2019 to the time of 2022 annual meeting; Revise certain definitions to better align with current corporate governance "best practices" (8-K )
Open Text Corporation04 Sep 19
Poison Pill Ratify Proposal
DPD Note: Vote results for September 4, 2019 annual meeting include the approval of the continuance and amendment and restatement of the company's Shareholder Rights Plan. (8-K )
Impac Mortgage Holdings, Inc.03 Sep 19
Poison Pill Expiration
DPD Note: On September 2, 2019, the company's stockholder rights plan expired without renewal or replacement. The company did not make any disclosure regarding the expiration. (Deal Point Data Research )
TSR, Inc.03 Sep 19
Poison Pill Amendment
DPD Note: Amendment to provide that a Distribution Date shall not occur as a result of the Investor Parties (Zeff Capital, L.P., QAR Industries, Inc.) calling for a special meeting in accordance with the Settlement Agreement dated August 30, 2019 (8-K )
TSR, Inc.03 Sep 19
Settlement/Standstill
DPD Note: Settlement agreement with Zeff Capital, L.P. includes a plan to end the proxy fight. The agreement includes the repurchase of Zeff group's company shares, the payment by the company of $1,543,287.50 to the Zeff group for the settlement of pending litigation, plus governance changes including allowing 40% holders to call special meetings. Zeff will withdraw its director slate if the company completes the repurchase and makes the settlement payment prior to the October 22, 2019 annual meeting. (8-K )
Capstone Turbine Corporation30 Aug 19
Poison Pill Ratify Proposal
DPD Note: Vote results for August 29, 2019 annual meeting include the approval of the company's NOL Rights Agreement, dated as of May 6, 2019. (8-K )
Catalyst Pharmaceuticals, Inc.30 Aug 19
Poison Pill Amendment
DPD Note: Extend expiration date from September 20, 2019 to September 20, 2022 (the company intends to seek stockholder ratification of the amendment at its 2020 annual meeting) (8-K )
Mercury Systems, Inc.30 Aug 19
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Rockwell Medical, Inc.30 Aug 19
Reincorporation
DPD Note: Reincorporation in Delaware from Michigan. (8-K )
Simmons First National Corporation30 Aug 19
Governing Documents Filing (Restated Only)
• Exhibit: Bylaws Amended/Restated Effective 05/16/2019 (S-4 )
Deere & Company29 Aug 19
Governing Documents Filing (Refiling)
DPD Note: The company refiled a restated charter "As Corrected May 2, 2019". The corrected charter adds quotation marks to certain defined terms. The charter was last amended in 2010. (10-Q )
Extreme Networks, Inc.29 Aug 19
Poison Pill Amendment
DPD Note: Extend expiration date from May 31, 2019 to May 31, 2020 (subject to ratification by a majority of the stockholders of the company at the next annual meeting) (10-K )
R.R. Donnelley & Sons Company29 Aug 19
Governance/Defense Controversy/Criticism
DPD Note: The day after the company announced the adoption of a rights plan, NuOrion Advisors, LLC issued a press release with a link to a letter to the company's Chairman requesting the company increase dividends and calling the adoption of the poison pill "an outrageous act by directors". (Press Release )
Radiant Logistics, Inc.29 Aug 19
Advance Notice Disclosure, Discloses AGM Date
DPD Note: The company disclosed the 2019 annual meeting date and a deadline of September 24, 2019 to submit non-14a-8 proposals and September 14, 2019 to nominate directors. The company's advance notice bylaws base timeliness on the upcoming annual meeting date so its previous year's proxy statement only included timeliness requirements in general and not the actual deadline dates. (8-K )
BJ'S Restaurants, Inc.28 Aug 19
Update:Other Material Defense/Proxy Disclosure on 06/11/2019
DPD Note: 8-K to disclose the Board will not accept director Patrick D. Walsh's resignation which was tendered as required by the company's Majority Voting Policy after receiving more "Withhold" than votes "For" his election at the company's June 2019 annual meeting. The company determined the majority withhold was due to overboarding policies and Mr. Walsh has resigned from the Board of one other public company. (8-K )
Rocky Mountain Chocolate Factory, Inc.28 Aug 19
Update:Proxy Fight Director Nomination on 05/22/2019
DPD Note: The company disclosed the date for its next annual meeting and a new deadline of October 11, 2019 to submit proposals and nominations at the meeting. AB Value Partners previously disclosed it was nominating its own slate of directors for election at the company's 2019 annual meeting and was submitting an anti-poison pill proposal. (8-K )
Neogen Corporation27 Aug 19
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )

Corporate Governance Reports

Top Takeover Defense Changes of 2018 - 01/14/2019

A review of Deal Point Data defense change and disclosure data for S&P 1500 companies in 2018 yields a few observations including governance best practices adopted by large cap companies continuing to trickle down to smaller companies, companies of all sizes are concerned with stockholder lawsuits, and absent traditional structural defenses, large cap companies are focusing on bylaw language, with very limited participation by stockholders. Read more

Votes to Ratify Poison Pills Have Become Routine as Plans Evolve - 12/19/2018

It’s hard to believe that the votes associated with what was once the most controversial item in the corporate governance landscape have become downright routine. Since January 1, 2017, 74 out of the 75 company proposals to approve a poison pill (aka a shareholder rights plan) passed and the lone proposal that was voted down comes with an asterisk because it was not a typical vote. Read more

Peak Proxy Access Nomination Season - 10/31/2018

Governance activists waged a hard-fought battle to establish proxy access at public companies and ultimately succeeded as proxy access has been widely adopted. It is therefore rather surprising that we have yet to have a proxy access nomination go to an actual vote. If it is going to happen in the 2019 proxy season, we’re likely to know soon as we’ve entered the part of the calendar where proxy access notice windows are opening. Read more

Securities Offerings

IPOs - Record Unicorn Issuance

The first half of 2019 saw the début of 83 companies listing on U.S. stock exchanges through initial public offerings. The companies raised $34.3 billion a 9.4% decrease over the first six months of 2018. These statistics exclude Special Purpose Acquisition companies. Included in this cohort where 10 “Unicorns”, private companies, such as Uber, with pre-IPO valuations of at least one billion. According to Deal Point Data, this is the most Unicorn issues since IPO records began in 1980. Morgan Stanley topped the Deal Point Data U.S. IPO underwriting league table for the first half of 2019. Cooley was the number one ranked legal counsel to issuers while Davis Polk was the leading counsel to underwriters.

High-Yield Bonds

The dollar value of new issues of SEC registered high-yield bonds fell by 46.8% to $16.2 billion during the first six months of 2019 on a year-over-year basis. On a sequential basis, the dollar value increased by 62.6% compared to the dismal second half of 2018..