Mergers/Acquisitions

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

HanesBrands sells Champion to Authentic in $1.2bn deal

BY Fraser Tennant

As part of a move to streamline its business and focus on innerwear categories, US multinational clothing company HanesBrands is to sell its sportswear brand Champion to Authentic Brands Group in a deal valued at $1.2bn.

Unanimously approved by the HanesBrands board of directors, the value of the transaction could reach up to $1.5bn through an additional contingent cash consideration of up to $300m based on achievement of performance thresholds.

The move for Champion – which currently operates in more than 90 countries, with more than 40 percent of its business hailing from outside North America – demonstrates Authentic's commitment to expanding its portfolio of iconic sports, lifestyle, entertainment and media brands and will increase its system-wide annual retail sales to more than $32bn worldwide.

“We are excited to acquire Champion, a brand that shares our pioneering spirit,” said Jamie Salter, chairman and chief executive of Authentic. “Over the last few years, the addition of new brands together with the expansion of live events has grown Authentic into a world leading sports and entertainment licensing company. Bringing Champion into the fold further expands our position in this space.”

Upon completion of the transaction, HanesBrands intends to focus on extending its leadership position in the innerwear category and generating above-market growth through continued consumer-centric product innovation and increased investment across its portfolio of leading brands.

“This transaction is the culmination of significant effort by our teams to position all of our brands on the optimal path for the future,” said Steve Bratspies, chief executive of HanesBrands. “Over the past three years, we have taken necessary actions to enhance our operations and financial performance – returning to historical gross margins, reducing our cost structure, lowering our debt levels and generating consistent cash flow.”

The transaction is subject to customary closing conditions and is expected to be completed in the second half of 2024.

Mr Bratspies concluded: “We believe we are in an even stronger position to further extend our leadership in innerwear, pursue new cost reduction opportunities as we ensure we have the right operating structure in place to drive strong shareholder returns.”

News: HanesBrands to sell sportswear business Champion to Authentic Brands in $1.2 bln deal

Cognizant makes $1.3bn Belcan acquisition

BY Richard Summerfield

In a move that will expand its presence in the aerospace, defence, space and automotive sectors, Cognizant Technologies has agreed to acquire digital engineering firm Belcan for nearly $1.3bn in cash and stock.

The transaction is expected to close in Q3 2024, subject to the receipt of required regulatory approvals and other closing conditions. The total purchase price of approximately $1.29bn comprises $1.19bn in cash consideration and a fixed 1.47 million Cognizant shares, with a current value of $97m based on Cognizant’s closing share price on Friday 7 June 2024. The cash consideration is expected to be funded through a mix of cash on hand and debt.

Cognizant said it intends to increase its share repurchase plan to maintain current share count guidance of 497 million for the full year 2024.

“We believe that acquiring Belcan will strengthen Cognizant’s position in the sizable and fast-growing ER&D services market,” said Ravi Kumar, chief executive of Cognizant. “Belcan’s deep engineering capabilities and domain expertise across the aerospace & defense market will be complemented by Cognizant’s scale and own multi-decade digital engineering expertise, providing Belcan’s blue-chip client roster access to our advanced AI, Cloud and Data technologies. We see the opportunity to immediately accelerate revenue growth and create compelling shareholder value through our combined engineering capabilities. Belcan’s clients would gain access to Cognizant’s full suite of technology services, while Cognizant’s clients across the manufacturing, automotive, energy, and high-tech sectors we believe will benefit from Belcan’s engineering skills.”

Lance Kwasniewski, the current chief executive of Belcan, is expected to continue to lead the company, which will operate under the Belcan name as an operating unit of Cognizant.

“We are excited about this unique combination and the value creation it will bring to our customers, along with the opportunities it will provide for our employees” said Mr Kwasniewski. “Cognizant will better position our team to capitalize on compelling tailwinds, including increasing outsourced ER&D spend, the transformative impact of digital engineering adoption rates, robust commercial aerospace demand, and favorable long-term defense and space spending. Belcan’s experienced team has built a growth-oriented business delivering highly complex, mission-critical, scalable services to our long-standing customer base. I look forward to continuing to lead our team as we unite and leverage Belcan’s and Cognizant’s comprehensive services and cross-industry clientele to execute on our collective strategy, ultimately earning the role of our clients’ most trusted partner in intelligent engineering.”

Belcan has been owned by private equity firm AE Industrial Partners since 2015.

Cognizant expects the Belcan deal to deliver over $100m in annual revenue synergies within three years, with additional cost synergies expected over time.

News: Cognizant to acquire Belcan for $1.3 billion

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