Mergers/Acquisitions

Woodside sells LNG asset stake in $5.7bn deal

BY Richard Summerfield

Woodside Energy has agreed to sell a 40 percent stake in its Louisiana LNG plant to US infrastructure investor Stonepeak for $5.7bn. Stonepeak, an alternative investment firm with around $72bn in assets, will acquire the stake in the Gulf Coast LNG corridor.

Completion of the deal is subject to conditions including the final investment decision (FID) for the Louisiana LNG development and regulatory approvals. The effective date is 1 January 2025, with closing targeted for the second quarter of 2025.

According to a statement announcing the deal, the transaction will significantly reduce Woodside’s capital expenditure profile and is a material step toward readiness for a final investment decision. A $2bn payment is expected for Stonepeak’s share of capex funding incurred since the effective date.

Under the terms of the deal, Stonepeak will provide $5.7bn toward the expected capital expenditure for the foundation development of Louisiana LNG on an accelerated basis, contributing 75 percent of project capital expenditure in both 2025 and 2026. This enhances the project economics and Woodside’s cash flow profile ahead of revenues from Woodside’s Scarborough Energy Project in Australia, strengthening the capacity for shareholder returns. The remainder of Stonepeak’s committed capital will be funded in subsequent years.

Upon completion of the deal, Stonepeak will hold 40 percent equity in Louisiana LNG Infrastructure LLC (InfraCo), with the remaining 60 percent of InfraCo owned by Louisiana LNG LLC (HoldCo), the holding company operated by Woodside. The investment is supported by a long-term liquefaction tolling agreement between InfraCo and HoldCo featuring competitive tolling fee terms, with the latter to manage gas supply and LNG offtake.

“We are very pleased to have Stonepeak join us in Louisiana LNG, given their demonstrated track record investing in US gas and LNG infrastructure across LNG facilities, LNG carriers, and floating storage and regasification units,” said Meg O’Neill, chief executive of Woodside. “This transaction further confirms Louisiana LNG’s position as a globally attractive investment set to deliver long-term value to our shareholders. It is the result of a highly competitive process that attracted leading global counterparties and significantly reduces Woodside’s capital expenditure for this world-class project.”

“With the need to bring significant additional capacity online over the coming years, we have strong conviction in the critical role Louisiana LNG will play in the US LNG export market,” said James Wyper, senior managing director and head of US private equity at Stonepeak. “The project represents a compelling opportunity to invest in a newbuild LNG export facility nearing FID approval with an attractive risk/reward profile and best-in-class partners in both Bechtel and Woodside to construct and operate the asset.”

News: Australia’s Woodside sells Louisiana LNG stake to Stonepeak for $5.7 billion

Greencore agrees $1.6bn Bakkavor deal

BY Richard Summerfield

Dublin-based convenience food giant Greencore has agreed to acquire rival Bakkavor in a deal worth $1.6bn. This acquisition will create a giant in the fresh prepared food market, with a combined revenue of £4bn.

Under the terms of the deal, Bakkavor shareholders will be entitled to receive 85 pence in cash and 0.604 Greencore shares for each Bakkavor share held. Bakkavor shareholders will also remain entitled to receive the Bakkavor full year 2024 final dividend of 4.8 pence, declared on 4 March 2025 and payable on 28 May 2025, subject to shareholder approval at Bakkavor's annual general meeting on 22 May 2025.

In total, the offer values each Bakkavor share at 200 pence, a price which represents a premium of 32.5 percent to Bakkavor’s closing share price on 13 March, the day prior to the commencement of the offer period, 39.8 percent to Bakkavor’s volume-weighted average closing share price of 143 pence per share for the three months to 13 March, and 36.6 percent to Bakkavor’s volume-weighted average closing share price of 146 pence per share for the six months to 13 March.

Upon completion of the deal, Greencore shareholders would own approximately 56 percent of the combined group with Bakkavor shareholders owning the remaining 44 percent. The companies said the cash and shares offer, on which they had reached “agreement in principle”, would proceed subject to shareholder and regulatory approval. Greencore said Bakkavor had indicated its board would be “minded unanimously to recommend” the offer to its shareholders.

According to the statement announcing the deal, the transaction includes a contingent value right for Bakkavor shareholders linked to a potential sale of Bakkavor’s US business. Additional value would payable if the sale occurs before 30 June 2026 or completes within 12 months of the offer.

Furthermore, upon completion, Agust Gudmundsson and Lydur Gudmundsson, currently non-executive directors of Bakkavor, would join the board of the combined group as non-executive directors.

With this acquisition, Greencore aims to strengthen its leadership in the fresh prepared food industry, expand its retail partnerships and grow its global footprint. Bakkavor is one of the UK’s largest makers of fresh food, such as ready meals, salads and dips. The company is a key supplier in the freshly prepared food market, providing M&S gastropub ready meals, Tesco’s Pinch brand and Sainsbury’s healthy snacking range. The company operates across 41 sites, employs more than 17,000 people and generates £2.3bn in revenue, with 85 percent coming from the UK. Bakkavor is also expanding its presence in the US and China.

News: UK food group Greencore to buy rival Bakkavor in $1.6 billion deal

James Hardie and AZEK combine in $8.75bn deal

BY Fraser Tennant

In a deal combining world-class talent with shared cultures, fibre-cement maker James Hardie Industries is to acquire US artificial decking maker AZEK in a transaction valued at $8.75bn.

Under the terms of the definitive agreement, AZEK shareholders will receive $26.45 in cash and 1.0340 ordinary shares of James Hardie to be listed on the New York Stock Exchange for each share of AZEK common stock they own.

Upon completion of the transaction, James Hardie and AZEK shareholders are expected to own approximately 74 percent and 26 percent, respectively, of the combined company.

The combination of James Hardie and AZEK will create a leading exterior and outdoor living building products growth platform with efficient scale and profitability supported by leading brands driving material conversion.

By bringing together highly complementary products that span siding, exterior trim, decking, railing and pergolas, the combined company will offer a comprehensive and innovative material replacement solution to homeowners, customers and contractors.

“This combination with AZEK is an extraordinary opportunity to accelerate our growth strategy, deliver enhanced and differentiated solutions to our customers and drive shareholder value,” said Aaron Erter, chief executive of James Hardie. “We are uniting two highly complementary companies with large material conversion opportunities and shared cultures centred around providing winning solutions to our customers and contractors.”

The boards of directors of both James Hardie and AZEK have each unanimously approved the transaction.

“Over AZEK’s more than 40-year history, we have made strategic investments in innovation, capabilities and talent, driving sustained above-market growth with our industry-leading brands and delivering an attractive margin profile with significant opportunities for expansion ahead,” said Jesse Singh, chief executive of AZEK. “Building upon our proven track record of success, this deal marks an exciting start to the next phase of AZEK’s journey to further accelerate growth and material conversion.”

The transaction is currently anticipated to close in the second half of 2025 subject to customary closing conditions, regulatory approvals and AZEK shareholder approval.

Mr Singh concluded: “We are bringing together two customer-centric organisations with a shared commitment to innovation and building a better, more sustainable and resilient future, and we are excited about the opportunities ahead.”

News: James Hardie offers $8.8 billion for US building products maker AZEK

Alphabet strikes $32bn Wiz deal

BY Richard Summerfield

On Tuesday, Google LLC announced it had signed a definitive agreement to acquire Wiz, Inc., a leading cloud security platform for $32bn, in an all-cash transaction. The deal will be the company’s biggest-ever acquisition.

Alphabet, Google’s parent company, has been eyeing Wiz for a while. In 2024, it was in discussions to acquire Wiz for $23bn. However, Wiz decided to withdraw from the deal due to worries about federal regulatory resistance and its intentions to pursue an initial public offering. The companies are seemingly less concerned about potential regulatory hurdles under the Trump administration and its more merger-friendly outlook. The administration’s attitude toward Big Tech may, however, be a cause for concern. Andrew Ferguson, the new Federal Trade Commission chairman, has been outspoken about his resolve to keep Big Tech under control.

In light of these concerns, according to the Financial Times, Alphabet, has agreed to a reverse termination fee of $3.2bn, which is rumoured to be among the highest ever agreed. If the deal wins regulatory approval and meets several conditions spelled out in the agreement, Google and Wiz expect the deal to close in 2026. Upon completion, Wiz will join Google Cloud.

Wiz was founded in 2020 and has rapidly become one of the fastest-growing software companies in the world. Its leadership team has a history of success in cloud start-ups: Wiz co-founder and chief executive Assaf Rappaport and several members of his executive team were also behind Adallom – the cloud security startup that Microsoft bought for $320m in 2015 and later rebranded as Microsoft Defender for Cloud Apps.

“From its earliest days, Google’s strong security focus has made us a leader in keeping people safe online,” said Sundar Pichai, chief executive of Google. “Today, businesses and governments that run in the cloud are looking for even stronger security solutions, and greater choice in cloud computing providers. Together, Google Cloud and Wiz will turbocharge improved cloud security and the ability to use multiple clouds.”

“Google Cloud and Wiz share a joint vision to make cybersecurity more accessible and simpler to use for organizations of any size and industry,” said Thomas Kurian, chief executive of Google Cloud. “Enabling more companies to prevent cyber attacks, including in very complex business software environments, will help organizations minimize the cost, disruption and hassle caused by cybersecurity incidents.”

“Wiz and Google Cloud are fully committed to continue supporting and protecting customers across all major clouds, helping keep them safe and secure wherever they operate,” said Mr Rappaport. “This is an exciting moment for our company, but an even more important one for customers and partners, as this acquisition will bolster our mission to improve security and prevent breaches by providing additional resources and deep AI expertise.”

The deal eclipses the current largest acquisition in Google’s 26-year history – the $12.5bn purchase of Motorola Mobility in 2012. The deal for Wiz would also go down as the biggest-ever cyber security acquisition and rank among the 20 most expensive takeovers of a software company in history, according to Mergermarket.

News: Alphabet to buy Wiz for $32 billion in its biggest deal to boost cloud security

Whitecap and Veren agree $10.4bn merger deal

BY Richard Summerfield

Whitecap Resources is to merge with Veren in an all-stock deal worth around $10.43bn, including debt. The deal will create a leading Canadian light oil and condensate producer.

The combined company will have an enterprise value of $10.4bn and 370,000 barrels of oil per day (boe/d) of production, 63 percent of which is liquids, with significant overlap across both unconventional and conventional assets. The transaction is expected to close before 30 May 2025.

The company that will result from the merger will be the largest Canadian light oil-focused producer and the seventh largest producer in the Western Canadian Sedimentary Basin, with significant natural gas growth potential. Furthermore, the combined company will become the largest producer in the high margin Kaybob Duvernay and Alberta Montney with about 220,000 boe/d of unconventional production. It will also be the largest landholder in the Alberta Montney and the second largest landholder across unconventional Montney and Duvernay fairways with 1.5 million acres in Alberta.

“We are excited to bring together two exceptionally strong asset bases to create one world-class energy producer with one of the deepest inventory growth sets of both liquids-rich Montney and Duvernay opportunities, along with conventional light oil opportunities in some of the most profitable plays in the Western Canadian basin,” said Grant Fagerheim, president and chief executive of Whitecap. “Our combined company will include exceptional technical and support personnel from the two companies in both the office and field and an experienced Board of Directors that prioritizes sustainable and profitable growth to generate strong returns for our combined shareholders. We look forward to bringing Whitecap and Veren together and providing increased value to both sets of shareholders well into the future."

“This strategic combination unlocks significant value for all shareholders and together positions us as a stronger, more resilient company,” said Craig Bryksa, president and chief executive of Veren. “With enhanced scale, deep inventory, and increased free funds flow generation, we're building a business with a differentiated competitive advantage. Our combined balance sheet reinforces our financial strength and enhanced credit profile, ensuring the long-term success in an evolving market. Together we're unlocking synergies, creating new opportunities, and setting the stage for sustainable growth."

The combined firm, which will retain the Whitecap name, will be led by Whitecap’s current management team, with four Veren directors, including Mr Bryksa, joining the Whitecap board.

Veren was born a year ago following a name change from Crescent Point Energy. The firm’s average daily production was 188,721 boe/d during the final three months of 2024, up from 162,269 a year earlier. The company has expanded its presence in northwestern Alberta through acquisitions in recent years, including $900m for Shell Canada’s Kaybob Duvernay assets in 2021, $1.7bn for Spartan Delta Corp.’s Montney assets in 2023 and $2.55bn for Hammerhead Energy Corp.’s Montney assets.

News: Canada's Whitecap, Veren in $10.4 billion merger to boost shale presence

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