It was a hot start this week for M&A in what has otherwise been a chilled year with Amgen’s $28 billion planned purchase of Horizon Therapeutics leading the pack of merger Monday deals. Anu Aiyengar, JP Morgan’s Global Co-Head of M&A, noted in a Bloomberg TV interview that this “Merger Monday” had a good flavor of deals featuring take-private transactions and corporate divestures – themes Aiyengar expects to carry into 2023.
Lawyers remain concerned about the global anti-trust regimes. Skadden, who just put out its 2023 Insights, argues US and EU regulators are viewing competitive impacts more broadly and have increased scrutiny around vertical mergers. Tech mergers have been a particular focus for regulators after the FTC sued to block Microsoft’s acquisition of Activision Blizzard, though that was hardly a surprise. The next day, Foo Yun Chee of Reuters reported that Broadcom’s proposed acquisition of VMware is facing an antitrust investigation from EU regulators.
Meanwhile, a flurry of activist news arrived just in time for the Bloomberg Activist Forum. Bloomberg was working overtime reporting on Carl Icahn’s agreement with Crown Holdings to increase the size of the board, Legion Partners pushing for a sale at DigitalBridge and Barington Capital calling for Board changes at Matthews International.
At the Forum, it was the new Universal Proxy rule that emerged as the unofficial theme, with a focus on the shift from the strength of the slate to the quality of the individual nominee. The consensus: multidimensional candidates will have a greater chance of success and companies should prioritize communicating the relative experience, skills and performance of their directors to investors.
Have a good weekend,